SEC defines “Accredited Investor” an individual or an entity meeting one of the following criteria:

 

• An individual (not a partnership, corporation, etc.) whose individual net worth, or joint net worth with his/her spouse or spousal equivalent, presently exceeds $1,000,000. For purposes of the foregoing, “net worth” shall be deemed to include all of the individual’s assets, liquid or illiquid (including such items as furnishings, automobile and restricted securities, but excluding the value of the primary residence) minus any liabilities (including such items as loans and other debts and liabilities, but excluding any mortgage on a primary residence to the extent that it does not exceed the fair market value of such residence). 

 

• An individual (not a partnership, corporation, etc.) who had (i) income in excess of $200,000 or (ii) joint income together with his/her spouse or spouse equivalent in excess of $300,000, in each of the two most recent years and reasonably expect to reach the same income level in the current year. For purposes of the foregoing, “income” is not limited to “adjusted gross income” as that term is defined for federal income tax purposes, but rather includes certain items of income that are deducted in computing “adjusted gross income”. For investors who are salaried employees, the gross salary of such investors, minus any significant expenses personally incurred by such investors in connection with earning the salary, plus any income from any other source including unearned income, is a fair measure of “income” for purposes of this question. For investors who are self-employed, “income” is generally construed to mean total revenues received during the calendar year minus significant expenses incurred in connection with earning such revenues. 

 

• A director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer. 

 

• A natural person holding in good standing one or more professional certifications or designations or other credentials from an accredited educational institution that the Commission has designated as qualifying an individual for accredited investor status; a holder of Series 7, Series 65, and Series 82 licenses as a qualifying natural person as per SEC. 

 

• A natural person who is a “knowledgeable employee,” as defined in Rule 3c-5(a)(4) under the Investment Company Act of 1940 (the “Investment Company Act”), of the private-fund issuer of the securities being offered or sold. 

 

• A bank as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity.​

 

• A broker-dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended; 

 

• An investment adviser registered pursuant to section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state.

 

• An investment adviser relying on the exemption from registering with the Commission under section 203(l) or (m) of the Investment Advisers Act of 1940.

 

• An insurance company as defined in Section 2(a)(13) of the Act;  

 

• An investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”) or a business development company as defined in Section 2(a)(48) of the Investment Act;  

 

• A Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958, as amended; 

 

• A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, where such plan has total assets in excess of $5,000,000; 

 

• An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended (the “Employee Act”), where the investment decision is made by a plan fiduciary, as defined in Section 3(21) of the Employee Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or an employee benefit plan that has total assets in excess of $5,000,000 or a self-directed plan the investment decisions of which are made solely by persons that are accredited investors; 

 

• A private business development company, as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 as amended; 

 

• An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; 

 

• A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a “sophisticated person”, who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment;

 

• Limited liability companies that meet the requirements of Rule 501(a)(3), including the assets test, should be considered to have the requisite financial sophistication to qualify as accredited investors;

 

• SEC- and state-registered investment advisers and exempt reporting advisers;

 

• Rural business investment companies (RBICs) in Rule 501(a)(1). An RBIC is defined in Section 384A of the Consolidated Farm and Rural Development Act as a company that is approved by the Secretary of Agriculture and that has entered into a participation agreement with the Secretary.  RBICs are intended to promote economic development and the creation of wealth and job opportunities in rural areas and among individuals living in such areas. 

 

• Indian tribes, labor unions, governmental bodies, funds, and entities organized under the laws of foreign countries, that own “investments,” as defined in Rule 2a51-1(b) under the Investment Company Act, in excess of $5 million and that was not formed for the specific purpose of investing in the securities offered; 

 

• “Family offices” and their “family clients,” each as defined under the Investment Advisers Act 1940, provided the family office has at least $5 million in assets under management, was not formed for the specific purpose of acquiring the securities offered and was directed to make the prospective investment by a person who has such knowledge and experience in financial and business matters such that such family office is capable of evaluating the merits and risks of the investments;

 

• An entity in which all of the equity investors are persons or entities described above. We are an entity with all the equity owners of which are “accredited investors” within one or more of the above categories. If relying upon this Category alone, each equity owner must complete a separate copy of this document.     

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​SEC updates the definition of accredited investor periodically. Please check for the latest information on the SEC website.