SecProbe.io

United States securities and exchange commission logo
March 7, 2024
Sally Outlaw
Chief Executive Officer
Worthy Wealth, Inc.
11175 Cicero Drive, Suite 100
Alpharetta, Georgia 30022
Re:Worthy Wealth, Inc.
Amendment No. 1 to Offering Statement on Form 1-A
Filed February 12, 2024
File No. 024-12388
Dear Sally Outlaw:
            We have reviewed your amended offering statement and have the following comments.
            Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your offering statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Form 1-A
General
1.Please include audited financial statements of Worthy Property Bonds 2 as of and for the
fiscal year ended March 31, 2023 in your next amendment.
2.Please tell us the business purpose of this acquisition for the issuer. We note that the
$30M purchase price significantly exceeds the net book value of the assets of the Target
Companies.
3.Please provide a detailed analysis about whether the funds from this offering should, for
the purposes of determining the offering limit under Rule 251(a)(2), be aggregated with
the Regulation A offerings of the Target Companies. Address whether the securities
offered by Worthy Wealth present a distinct investment opportunity for investors. In
addition, please provide further detail on the proposed interrelation and interaction of the
Target Companies and Worthy Wealth, including plans to transfer the funds they plan to
raise to Worthy Wealth and any other affiliated entities, including Worthy Financial, Inc.

 FirstName LastNameSally Outlaw
 Comapany NameWorthy Wealth, Inc.
 March 7, 2024 Page 2
 FirstName LastName
Sally Outlaw
Worthy Wealth, Inc.
March 7, 2024
Page 2
and its subsidiaries. Also, please tell us whether any proceeds of this offering will be used
to satisfy redemption requests made by investors in your affiliates’ Regulation A
offerings. In your response, please address the following statements from the offering
circular and affiliate’s filing, and whether your planned activities or the activities of your
affiliates have or are deviating from what was represented to the Staff in comment
response number 3 of the Worthy Property Bonds, Inc’s letter dated October 21, 2021:
•On page 10 of your offering circular, you state “[o]ur business model, which will be
implemented through the Target Companies, will be centered primarily around
purchasing or otherwise acquiring mortgages and other liens on and interests in real
estate through our subsidiaries…. The proceeds from the Target Companies sale of
Worthy Bonds will provide the capital for these activities.”
•On page 30 of your offering circular, you state “[w]e expect to generate income
through the WPB Companies from (i) the interest rates we charge on our real estate
loans and mortgages and other investments which we have acquired and (ii) profits
we realize on the sale of the interests in real estate that we acquire.”
•“To the extent that Worthy Peer Capital, Inc.’s asset liquidity does not provide
sufficient funds for full bond redemption, it is the intention of WFI, the parent
company of Worthy Peer Capital, Inc., to provide capital contributions to Worthy
Peer Capital, Inc. from a pending equity financing.” Worthy Peer Capital, Inc. Form
1-SA filed September 1, 2023.
4.We note your disclosure that you have a bonus structure for your offering such that “[t]he
subscribers of the initial 1,000,000 Common Shares will receive an additional 100,000
Common Shares, pro rata, as Bonus Shares (free of charge).” Therefore, it appears that
you are offering bonus securities to encourage early investment. In this regard, the
offering of all securities will not be commenced within two calendar days following the
qualification date of your filing, and therefore, this is a delayed offering, which is not
permitted by Regulation A. See Rule 251(d)(3)(i)(F) of Regulation A. Please amend your
disclosure to remove this incentive from your filing or revise your bonus share structure
so that it does not constitute a delayed offering. As a related matter, it is unclear whether
you intend to continue to offer and sell your Common Stock at the same time as the sales
by the Selling Securityholders. Please revise to clarify, and to the extent you intend to
pause the sales of your Common Stock, please provide your analysis as to how your
offering structure complies with Rule 251(d)(3)(i)(F). Please revise the table and narrative
disclosure to clarify that the value of bonus shares, i.e. the $10 per share price of the
common stock, counts toward the $75 million 12-month total under Rule 251(a)(2). See
the Note to paragraph (a) in Rule 251.
5.We note that the cover page of your offering circular indicates that this is a best-efforts
offering; however, in other places, such as page 11, you indicate that this is a "mini-maxi”
offer. Please revise your disclosures to be consistent. Additionally, please advise as to
how your offering complies with each of Rule 10b-9 and 15c2-4 of the Exchange Act, if
applicable, and revise your disclosure as appropriate.

 FirstName LastNameSally Outlaw
 Comapany NameWorthy Wealth, Inc.
 March 7, 2024 Page 3
 FirstName LastName
Sally Outlaw
Worthy Wealth, Inc.
March 7, 2024
Page 3
6.We note that the two companies you are acquiring, Worthy Property Bonds Inc. and
Worthy Property Bonds 2 Inc. have modified the interest rates on the bonds being offered
pursuant to Regulation A offerings through disclosure on Forms 1-U. Please advise us
how this complies with the requirements of Rule 253(g) and Rule 252(f)(2)(ii) of
Regulation A.  In addition, we note that more than 12 months has passed since the
qualification of the Form 1-A for Worthy Property Bonds Inc. and Worthy Property
Bonds has not filed a post qualification amendment to include the updated financial
statements as required by Rule 252(f)(2).  Please add risk factor disclosures regarding the
resultant risks and potential liabilities to the company.
7.We note the disclosure regarding the forum provision and waiver of jury trial in the
subscription agreement. Please revise to also discuss the forum provision and fee shifting
provision found in the bylaws.
Offering Circular Summary, page 10
8.Please provide expanded disclosure regarding the material terms of your escrow
arrangements including the identity of the escrow agent and file the escrow agreement as
an exhibit.
9.Please clarify your relationship with Worthy Financial, Inc. and describe the material
terms of the Securities Purchase Agreement, including the purchase price. We note that
your Use of Proceeds disclosure assumes different levels of funding of the purchase price
of the acquisition depending upon the success of your offering.  We also note your
reference to a promissory note.  Please tell us how you plan to repay the promissory note
in the event you do not raise sufficient funds in this offering, and what will the
consequences be in the event you do not timely repay the note.  Clarify how this may
impact your acquisition of the WPB Companies.
Selected Pro Forma Financial Data, page 13
10.Please tell us how you derived the pro forma total operating expenses disclosed on page
13, as this amount does not agree to the pro forma financial statements provided elsewhere
in this filing.
Risk Factors, page 14
11.Please add risk factor disclosure relating to the two companies being acquired, and the
bonds being offered by the companies, including potential risks associated with
redemption requests and illiquidity of the portfolio.

 FirstName LastNameSally Outlaw
 Comapany NameWorthy Wealth, Inc.
 March 7, 2024 Page 4
 FirstName LastName
Sally Outlaw
Worthy Wealth, Inc.
March 7, 2024
Page 4
Dilution, page 24
12.Based upon your September 30, 2023 balance sheet and the calculations on page 24, it
appears that the net tangible book value per share before the offering was $0.07.  Revise
the table on page 25 or tell us why you believe a revision is not necessary.  Please also
explain how you calculated the net tangible book values per share after the offering.
Plan of Distribution and Selling Security Holders, page 25
13.Please disclose for the selling shareholders the nature of any position, office, or other
material relationship which the selling security holder has had within the past three years
with the registrant or any of its predecessors or affiliates.  See Item 507 of Regulation S-
K. Please also disclose the control person(s) for each entity listed in the selling
shareholder table, to the extent there is a material relationship with the issuer.
Description of Business, page 30
14.We note your disclosure that more information on the Worthy Bond offerings can be
found at the Worthy websites, through the Worthy app, or by searching the offerings
at www.sec.gov/edgar/search. It appears you are trying to incorporate more information
from those offerings into this offering statement. Please advise or revise. To the extent
you intend to incorporate disclosure by reference refer to General Instruction III to Form
1-A for guidance.  Otherwise, please provide additional information about the Worthy
Bonds.
15.It appears that you are attempting to incorporate by reference certain financial
statements on page 34. It is unclear whether you are eligible to incorporate financial
statements of Worthy Property Bonds 2 by reference.  We note Worthy Property Bonds 2
has not filed a Form 1-K for the fiscal year ended March 31, 2023. Refer to General
Instruction III(a)(2)(A).  To the extent you are eligible to incorporate by reference, please
revise to properly incorporate by reference in accordance with General Instruction III to
Form 1-A including as applicable Instructions III(a)(2)(B) and (C) and III(b).  Also,
remove the references to the financial statements as exhibits in the Exhibit Index as these
financials were not filed as exhibits to the filings referenced in the index.
16.Please expand your business model post combination to provide additional information
about the types of investment you plan to make, including the estimated range of loans,
expected credit quality, etc.
Liquidity and capital resources, page 42
17.Please describe clearly how you plan to finance your operations going forward including
from the proceeds of monthly license fees that will be payable by the WPB Companies.
We note your disclosure that the Company will not receive any material amount of the
WPB Companies’ revenues.

 FirstName LastNameSally Outlaw
 Comapany NameWorthy Wealth, Inc.
 March 7, 2024 Page 5
 FirstName LastName
Sally Outlaw
Worthy Wealth, Inc.
March 7, 2024
Page 5
Conflicts of Interest, page 45
18.Please revise to clearly disclose all specific conflicts of interest of the company, its
officers, and directors.
Certain Relationships and Related Party Transactions, page 46
19.It appears you have or will enter into numerous related party agreements with Worthy
Financial, Inc. We also note that the Acquisition appears to be a related party transaction.
Please revise your related party disclosure to address each of these transactions or advise.
Signatures, page 56
20.Please include a signature by the issuer.  We note the signature provided is that of Worthy
Property Bonds, Inc.
Pro Forma Financial Statements, page F-12
21.Please revise your pro forma financial statements to include an introductory paragraph as
described in Item 11-02(a)(2) of Regulation S-X.
22.Please tell us how you calculated the book value per share for Worthy Property Bonds and
Worthy Property Bonds 2 on the unaudited pro forma condensed combined balance sheet.
23.Please revise your Unaudited Pro Forma Condensed Combined Statement of Operations to
include financial information of the targets for a period of 12 months, or for such shorter
period of time that the target has been in existence, updating their statements of operations
as needed to comply with Item 11-02(c)(3) of Regulation S-X.
24.Please tell us how you determined you did not need to record a loss on the acquisition of
the Target Companies in your Unaudited Pro Forma Condensed Combined Statement of
Operations.
Note 3. Pro Forma Adjustments, page F-14
25.Please revise your pro forma financial statements to limit the receipt or application of
offering proceeds to the minimum in your best-efforts offering, and to reflect the impact
of the debt and related interest expense you would incur to complete the transaction
assuming only the minimum offering proceeds are received.
26.We note your disclosure that your acquisition of Worthy Property Bonds and Worthy
Property Bonds 2 is a transaction between related parties. Please clarify whether you
believe you  and Worthy Financial Inc. are under common control, and to the extent you
do, please tell us how you came to this determination.

 FirstName LastNameSally Outlaw
 Comapany NameWorthy Wealth, Inc.
 March 7, 2024 Page 6
 FirstName LastName
Sally Outlaw
Worthy Wealth, Inc.
March 7, 2024
Page 6
Exhibits
27.Please file the Securities Purchase Agreement as an agreement.  Also, file the agreement
with Worthy Wealth Management and other related party agreements as exhibits.
            Please contact Eric McPhee at 202-551-3693 or Kristina Marrone at 202-551-3429 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ruairi Regan at 202-551-3269 or Pam Howell at 202-551-3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Frank Borger Gilligan, Esq.