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Private placements are speculative, highly risky, illiquid investments.
They are only appropriate for investors who fully understand the risks involved and are financially able to lose all or part of their investment in the private placement. The general risks related to investing in private placements include, but are not limited to, liquidity due to the absence of a current market for privately placed securities, and restrictions on resale imposed by state and federal securities laws. You should be prepared to hold privately placed securities indefinitely, as a market may never develop for them. In addition, privately held companies generally are not required to register with the SEC or to publicly report financial information and other important company information. As a result of the highly speculative nature of such securities, the Securities and Exchange Commission has mandated that investors in private placements be Accredited Investors as defined in Regulation D of the Securities Act of 1933.