Entoro Capital, LLC, is the parent company of OfferBoard, LLC and Entoro Securities, LLC. Entoro Securities, LLC, is registered with the Securities and Exchange Commission (SEC) as a Broker-Dealer and is a member of FINRA and SIPC. We feel it is important for you to understand how advisory and brokerage services and fees differ to determine which type of account is right for you. There are free and simple tools available to research firms and financial professionals at http://www.investor.gov/CRS, which provides educational materials about investment advisers, broker-dealers and investing.
Last Updated April 19, 2022
Entoro Capital, LLC (“the company”) and its affiliates which include Entoro Securities, LLC andOfferBoard, LLC takes your online privacy seriously. This disclosure is one way of maintaining your trust in our company, our products and services. Our privacy statement describes how we collect, utilize and protect information about you during your visits to our websites, mobile applications, other online or downloadable products and services, or offline services and tools.
Please note that information gathered in connection with any services provided via the Site may be governed by separate terms. In the event that you receive such services, you agree that those other terms shall supersede any conflicting terms contained in this Policy.
In order to better serve your particular needs, the Company (and third parties working on the Company's behalf) may collect information from you while visiting our Site. Some of this information is collected automatically through various methods including, but not limited to cookies. The Company may also obtain information directly from you and, depending upon the nature of transactions you may conduct, from third party sources.
We may also collect anonymous information, which does not personally identify you, when you visit our Site. The anonymous information includes the pages you view on our Site, the search terms you enter into our search utility, your IP address and the operating system, browser software and Internet service provider you use.
We may use the standard "cookie" feature of major browser applications and other data capture mechanisms that allow us to store data about your visit. Cookies help us learn which areas of our site are useful and which areas need improvement. You may configure your browser to prevent cookies from being set on your computer. If you do so, you may still view most of the Site, although you may not be able to enjoy all of our services.
Information We May Collect: We collect certain information directly from you, required by regulatory authorities and certain information required for performing our services. We do this to help identify you as a client, provide our services, and tell you about products or services you may want. The information we collect may include: (a) Identity information – such as your name, legal entity, Tax ID number, Social Security number, address and officers; (b) Information from third parties – we may also collect information from consumer reporting agencies such as verifying your identity through public records.
The information that is collected from you is within the guidelines and regulations of the USA Patriot Act of 2001, which requires the Company to obtain, verify and record information that identifies its clients and their affiliates.
How We Treat Your Information: While providing acquisition & divestiture services, as well as other offerings and services offered by the Company, we may share certain information described above with companies or investors in the ordinary course of providing our services. The sharing of this information will be subject to the confidentiality and sharing provisions as set forth in our engagement letter with you. We may provide information to regulatory authorities and law enforcement officials in accordance with applicable law or to others when we believe in good faith that the law requires it. In the event of a sale of all or part of our business, we may share customer information related to that business as part of the transaction. We do not sell or share your information with marketers who may want to offer you their own products and services. Neither do we share information we receive about you from a consumer-reporting agency. You do not need to take any action for this benefit.
Securing Your Information: Keeping your information secure is one of our most important responsibilities. We maintain physical, electronic and procedural safeguards to protect your information. Employees and agents are authorized to access your information only when they need it to provide you with products and services or to maintain your accounts.
All securities transactions are processed through Entoro Securities, LLC, a member of FINRA/SIPC. As required by Federal law or regulation, we must: (a) Obtain a copy of the certificate of incorporation, partnership agreement, or other document evidencing the establishment of the entity; and (b) Verify that a client, prospective client or investor and the principal officers of such client or investor do not appear on a list provided to us by the government, such as the Treasury Department OFAC “Specifically Designated Nationals and Blocked Persons” List (SDN List) and is not from, or engaging in transactions with people or entities from, embargoed countries and regions listed on the OFAC website.
The Site is not intended for children under eighteen (18) years of age. The Company does not market any products or services to children under eighteen (18) years of age or knowingly collect any information from children under eighteen (18) years of age.
In order to better serve your particular needs, the Company and certain companies and individuals working on the Company's behalf will have access to all or a portion of the various types of Site visitor information we may collect. When we share access to personal information with companies or individuals working on the Company's behalf, we generally endeavor to protect such personal information by requiring those parties to enter into an agreement with the Company to safeguard the confidentiality of personal information. We may also disclose information about the use of our Site in aggregate, statistical form.
As permitted by law, the information we collect, including personally identifiable information, may also be disclosed to third parties if the Company, in its sole discretion, believes disclosure is necessary to comply with legal or regulatory processes or requests or to protect the rights, property, or personal safety of the Company, its affiliates, and/or the respective customers, members, directors, officers, employees, agents, and representatives of the Company and its affiliates; other Site users; and/or the public.
An email received by a recipient is not a solicitation. Any offering securities is a private placement transaction without registration with the U.S. Securities and Exchange Commission of any other securities’ regulatory authority. As a consequence, transfer of the stock may be restricted by applicable securities laws, depending on the investor’s jurisdiction. There may be no current public market for trading in the stock and there are no assurances that a liquid secondary market will develop for trading the securities. Except for the drag-along rights, and as otherwise required by applicable securities laws, there are no current restrictions on transfer of the securities.
We use a secure server and security protocol to safeguard information we collect from you. To help ensure the security of your personal and financial information that you submit to us via our Site (other than via an e-mail message), we use security software to encrypt the information before and during its transmission through the Internet. We allow information to be submitted for transmission only if your browser is compatible with our security software. If your browser is not compatible, you will receive a message indicating your transaction cannot be completed because of the security risk.
E-mail messages are not secure. Our security software does not encrypt e-mail messages. Please keep in mind that transmitting information via the Internet is never completely secure and that, therefore, any information submitted may be intercepted, viewed, collected, used, altered, copied or disclosed by others. We are not responsible for the security or confidentiality of communications you send to us (or that we send to you) through the Internet using e-mail messages.
We take seriously the issue of safeguarding your privacy online. However, please note that you should exercise discretion with respect to the submission of any personal or financial information.
This Site contains links to Web sites of third parties. Please note that when you click on one of these links, you will be accessing a website the Company does not control and which may be governed by privacy policies and practices that differ from ours. The Company is not, and will not be, responsible for the privacy policies or practices of third parties or the content or security of any third-party Web sites. These links are provided solely as a convenience to you and not an endorsement by the Company of the contents of such third-party Sites or resources. The Company is not, and shall not be held responsible for the legality, timeliness, accuracy, completeness or appropriate nature of any information, data or other content, advertising, offerings, products, or services located on or through any other third-party Sites or resources, or any loss suffered by you. If you decide to access a linked Site, you do so at your own risk.
In the event of a significant business disruption, either internal or external, Entoro Capital, LLC (“the Company”) and its affiliates, plan to respond in a timely fashion and resume business operations by safeguarding our employees and property, making a financial and operational assessment, protecting the firm’s books and records, and allowing our customers to transact business. In short, our company’s business continuity plan is designed to permit us to resume operations as quickly as possible, given the scope and severity of the significant business disruption.
The Business Continuity Plan Addresses: data backup and recovery; all mission critical systems; financial and operational assessments; alternative communications with customers, employees, and regulators; alternate physical location of employees; critical supplier, contractor, bank and counter-party impact; regulatory reporting; and assuring our customers prompt access to their funds and securities if we are unable to continue our business.
Significant Business Disruptions: The Company’s plan takes into account two kinds of Significant Business Disruptions, internal and external. Internal significant business disruptions affect only the Company’s ability to communicate and do business, such as a fire or loss of electrical power in the office or building. External significant business disruptions prevent the operation of the securities markets or a number of firms, such as a terrorist attack, a natural disaster, or another event that causes a wide-scale, regional disruption in essential services.
Internal Significant Business Disruptions: In the event of a disruption in the Company’s business operations due to an internal significant business disruption, the Company will attempt to continue to conduct business as usual by utilizing alternative communication methods (if available), such as the Internet, cell phones, etc., or by moving its operations to an alternative location. If personnel or operations must be moved to an alternate location, the Company anticipates that it will resume regular operations as soon as possible.
External Significant Business Disruptions: In the event of a disruption in the Company’s business operations due to an external significant business disruption, the Company will attempt to continue to conduct business as usual by moving its operations to an alternative location outside the affected area, if possible, or by providing customers with alternative communication arrangements, as indicated below, to conduct business. The Company will attempt to resume business within 24 hours and to keep its customers informed regarding relevant events to the best of its ability based on the circumstances.
In all cases, the Company will resume normal business operations as soon as it is able to do so based on the type and the extent of the disrupting event.
Communications: In the event you are unable to reach the Company at our main number, please proceed as follows:
1. Contact the Company at the following alternate telephone number: (713) 812-9700
2. Access the Company’s website at www.entoro.com.
3. The Company offers securities through Entoro Securities, LLC, a member of FINRA/SIPC. Entoro Securities, LLC can be reached at (713)823-2900, or at the physical address: 720 N Post Oak Road, Suite 400, Houston, TX 77024.
Contact Information: Any questions regarding the Company’s Business Continuity Plans should be addressed to: James C. Row, Entoro Capital, LLC, at 720 N Post Oak Road, Suite 400, Houston, TX 77024.
The fact that the Company has made the data and services provided on this site available to you constitutes neither a recommendation that you enter into a particular transaction with a third party nor a representation that any product, service or offering described on this site is suitable or appropriate for you. The Company is not a party to any transaction you may determine to enter into directly with an issuer, investor or other user of the Site. Any discussion of the risks contained herein with respect to any transaction you may enter into directly should not be considered to be a disclosure of all risks or complete discussion of the risks related to any such transaction. You should neither construe any of the material contained herein as business, financial, investment, hedging, trading, legal, regulatory, tax, or accounting advice nor make the information available through this service the primary basis for any investment decisions made by or on behalf of you, your accountants, or your managed or fiduciary accounts, and you may want to consult your business advisor, legal, tax and accounting advisors concerning any contemplated transactions.
The Site is provided by the Company on an "as is" and on an "as available" basis. The Company disclaims all warranties, express, implied or statutory, including without limitation implied warranties of merchantability and fitness for a particular purpose or course of performance or dealing, and any warranties that materials on the site are non-infringing. The Company makes no representations or warranties of any kind, express or implied, regarding the use or the results of this Site in terms of its correctness, accuracy, reliability, or otherwise. The Company does not warrant that the system, services, or any component thereof, will meet the requirements of the user or that the operation of the system, service, or any component thereof, will be uninterrupted or error free. The Company does not warrant that the Site will be secure; that the Site or the server that makes the Site available will be virus-free; or that information on the Site will be complete, accurate or timely. If you download any materials from this Site, you do so at your own discretion and risk. The Company does not undertake any obligation to correct or update any information contained on this Site. The Company shall have no liability for any interruptions in the use of this Site. Some jurisdictions do not allow the exclusion of implied warranties; therefore, the above-referenced exclusion is inapplicable in any such jurisdiction. The Company does not own nor control the third-party website that linked you to the registration pages comprising the Site.
You expressly understand and agree that, to the full extent permitted by applicable laws, in no event will Company be liable for damages, losses and expenses of whatever nature and however arising, including without limitation direct or indirect, special, incidental, consequential, exemplary or punitive damages, losses or expenses, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible loss, arising in connection with this site or use thereof or inability to use by any party, or in connection with any failure or performance, error, omission, interruption, defect, delay in operation or transmission, computer virus or line or system failure, even if the Company or its representatives are advised of the possibility of such damages, losses or expenses. Hyperlinks to or from other internet resources are accessed at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements; the content, accuracy, opinions expressed and other links provided by these resources are not endorsed by the Company. This limitation of liability applies whether the alleged liability is based on contract, negligence, tort, strict liability or any other basis. Your sole remedy for dissatisfaction with the site and/or information contained on the site is to stop using the site. In the event that the foregoing disclaimer of liability is held to be invalid or unenforceable, you agree that the maximum cumulative aggregate liability of the Company to you for all damages, losses, and causes of action (whether in contract, tort (including, without limitation, negligence and strict liability), or otherwise) at any time shall be the lesser of 100USD or the aggregate cumulative amount paid by you to the Company up to and including the time of the incurrence of such liability, if any, to access the Site. You agree that any cause of action arising out of or related to the Site must commence within one (1) year after the cause of action accrues or the cause of action is permanently barred.
Unauthorized use of the Site and systems, including, but not limited to, unauthorized entry into the Company's systems or misuse of any information is strictly prohibited. You may not use this Site in any manner that could damage, disable, overburden or impair any of Company site or service or interfere with any other party's use and enjoyment of any Company site or service. You may not attempt to gain unauthorized access to any Company site or service, computer systems or networks connected to any Company site or service, through hacking, password mining or any other means. You agree that you will not engage in any activities related to this Site that are contrary to applicable laws or regulations.
Your “Information" means any information and materials you provide to the Company or other users in connection with your registration for or use of the Site. You are solely responsible for Your Information, and the Company acts merely as a passive conduit for your online distribution and publication of your Information. You hereby represent and warrant to the Company that your use of this Site and your Information (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the sale of counterfeit or stolen items; (c) will not infringe any third party's copyright, patent, trademark, trade secret or other proprietary right or rights of publicity or privacy; (d) will not violate any state, federal, or local law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (f) will not be obscene or contain child pornography or be harmful to minors; (g) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (h) will not create liability for the Company or cause the Company to lose (in whole or in part) the services of its ISPs or other partners or suppliers.
The purchase of the privately placed securities of a non-public company (“Securities”) is, in general, a highly speculative investment and should be undertaken only by persons who are financially able to bear the loss of their entire investment and who have no need for liquidity of their investment in the issuer. Such investments involve various risks relating to the nature of the financing and potentially the state and federal legalities surrounding the issuer, the nature and stage of development of the issuer’s business, and the business sector in which it operates.
The listing below is not meant to be an all-inclusive description of such risks, but rather highlights some of the more significant factors and special risks relating to offerings of privately placed securities of companies with limited operating histories in particular and should be used as guidance only.
For a description of the business, operations, and financial condition of a specific issuer, and the particular risks arising from an investment in an issuer’s securities, investors should obtain and carefully read the available offering materials provided by such issuer, including any private placement memorandum, offering circular or prospectus prepared by the issuer before making any investment.
Each potential investor, in considering a purchase of securities, must perform its own evaluation of whether investing in securities generally or purchasing securities in a particular offering is consistent with its investment objectives, risk tolerance, and financial situation.
There are a variety of risk factors typically associated with investing in new issue securities, any one of which may have a material and adverse effect on the price of the issuer’s common stock. Prospective purchasers should consider the following factors, among others, before deciding to purchase securities, and should consult with their own legal, tax and financial advisors with respect to these matters.
Lack of Operating History. The issuer may be in the early stages of development with a history of little or no revenues and may operate at a loss following the offering. Such issuers are typically subject to the difficulties, uncertainties, and risks associated with the establishment of a new or early stage business such as manufacturing capability, limited product lines, lack of marketing expertise, the existence of more experienced or better capitalized competition, and reliance on a few large suppliers or customers.
No Prior Market for the Issuer’s Securities; Determination of Offering Price. For the securities of non-publicly traded issuers, there is no or only a very limited secondary trading market and it is unlikely that an active secondary trading market will develop or be sustained following a privately placed offering of such issuer’s securities. There is no assurance that an investor in such securities will be able to sell them at a particular time or that the price received upon any sale will be favorable.
Arbitrarily Determined Offering Price. The offering price of securities issued in non-underwritten private offerings is determined by the issuer based on its subjective evaluation of factors such as the history of, and prospects for, the issuer’s business and the industry in which it competes, an assessment of management, past and present operations, prevailing market and economic conditions, and any other factors it deems relevant. The offering price may not bear a relationship to the amount of earnings anticipated to be generated by the issuer, or the issuer’s assets, book value or other recognized criteria of value, and should not be regarded as an objective valuation or an indication of any future resale value of the securities offered.
Uncertainty of Financial Projections. Business plan and financial projections provided by the issuer of securities are based on assumptions and projections that may not prove accurate. No assurance can be given regarding the validity of the issuer’s assumptions or the attainability of its financial projections. Although an issuer may believe that the assumptions underlying its business plan are reasonable, future operating results and growth projections are inherently uncertain and may differ materially from the projections presented to potential investors.
Proceeds of the Offering May Be Insufficient to Execute on the Issuer’s Business Plan. The shares of the Issuer are in most instances being offered on a “best efforts” basis. In this type of offering structure, the placement agent is not required to sell any specific number or dollar amount of securities but will use its best efforts to sell the securities being offered by the issuer. Accordingly, the funds raised in the offering may not equal amounts contemplated by the Issuer to be required to effectuate its business plan or otherwise be sufficient to permit the Company to develop and conduct operations consistent with its projected performances.
Additional Financing May Be Required. An issuer that operates at a loss or with limited cash flow following an offering of its securities, may be required to secure additional financing in order to fund its operations. If the issuer decides to issue additional equity securities, it is possible that their issuance will result in dilution of the interests of its existing shareholders. To the extent that the issuer incurs indebtedness, the issuer will be subject to certain risks including interest rate fluctuations and inability to generate sufficient cash flow to make scheduled payments. In addition, indebtedness generally ranks prior to the equity of an issuer for purposes of distributing the issuer’s assets in the event of bankruptcy. There is also the possibility that the issuer will be unable to locate financing on satisfactory terms or may be required to significantly curtail its operations.
Management’s Discretion in the Application of Proceeds. The issuer’s management team will have broad discretion as to the use of the net proceeds from an offering of its securities. This could result in the proceeds being applied to uses that investors may not deem desirable or with which they may not agree.
Dependence on Key Personnel. The issuer may be highly dependent on the services of key technical and management personnel the loss of whose services could have a material adverse effect on the issuer’s business or operations. If the issuer loses the services of key management personnel, or if it fails to recruit additional highly skilled personnel as needed, its ability to expand its operations and increase the size of the company will be impaired, and it may experience loss of markets or market share and become less competitive.
Proprietary Rights and Licenses. If an issuer is dependent on proprietary and/or licensed technology in its operations, its success will be closely related to its ability to obtain and enforce intellectual property protection for such technology. There exists the possibility that certain patents would not be sufficiently broad to protect key aspects of such an issuer’s or its licensor’s technology, so that competitors would be able to duplicate the issuer’s products or that patent laws would not provide effective legal or injunctive remedies to prevent infringement. Patents are also frequently challenged, invalidated, or circumvented by competitors; litigation of patent or infringement claims may result in substantial cost and diversion of resources.
Competition. Most companies experience significant competition in their market sectors from other companies, including larger companies which may have access to greater financial, technical, and other resources. It may be difficult for an issuer, particularly an issuer in the early stages of its business development, to continue to make investments necessary to maintain its competitive position.
The Securities Offered May Be Subject to Registration. If at a point in time following an offering, the Issuer has assets above $10 million and more than 2,000 holders of its securities (or 500 holders of record who are not accredited investors), it would be subject to registration under the Securities Exchange Act of 1934, triggering public company reporting requirements which require substantial management attention and materially higher compliance and reporting costs going forward.
Significant Transfer Restrictions. There is no expectation that the securities offered will be registered under the Securities Act of 1933, the securities laws of any state or the securities laws of any other jurisdiction. Accordingly, such securities cannot be resold except in accordance with exemptions from the registration requirements of the applicable securities laws and regulations. Persons in the United States will be required by law to hold the such non-registered securities for one year. Non-U.S. Persons who purchase the securities will initially be restricted from reselling them to U.S. persons in accordance with Regulation S and will otherwise be required to hold the securities for any period required by the laws of the jurisdiction in which they reside. In addition, an issuer or a secondary trading platform may designate a lockup period longer than required by applicable law. These restrictions will have an adverse impact on an investor’s ability to resell the securities and on the price at which that investor may be able to resell them, if at all.
Purchasers may lack information for monitoring their investment. The issuer is not registered with the Securities and Exchange Commission and currently has no periodic reporting requirements. Accordingly, the securities offered may not have any special information rights attached to them and purchasers may not be able to obtain all the information they would want regarding the issuer or the securities offered.
In some instances, the securities offered may be digital securities or securities exchangeable under certain conditions into digital securities. Digital securities are novel and have a limited or no history. As a result, the market for such digital securities may be subject to substantial and unpredictable disruptions that cause significant volatility in prices. Investors will not be able to compare them against other like instruments. The listing below highlights some of the more significant factors and special risks relating to digital securities. The list is not meant to be an all-inclusive description of such risks, but rather should be used as guidance only.
Digital Securities Represent a New and Developing Market. The blockchain and smart contract technologies on which digital securities are based, are part of a new and rapidly changing industry subject to a variety of technical risks that are difficult to evaluate. The software, technology and technical concepts and theories applicable to digital securities are likely to still be in an early development stage, the fact of which poses significant operational, technological, regulatory, reputational, and financial risks. There is no normally no warranty that the process for receiving, use and ownership of digital securities will be uninterrupted or error-free or that smart contracts are fit for the purpose intended by an issuer. There is an inherent risk that the digital securities and related technologies and theories could contain weaknesses, flaws, vulnerabilities or defects causing, among other things, a malfunction resulting in the partial or complete loss of or inability to use digital securities.
Uncertainties in Law and Regulation of Digital Securities. In addition, new or changing laws and regulations or interpretations of existing laws and regulations as they are applied to digital securities, as well as uncertainties related to the tax and accounting characterization and treatment of digital securities, may materially adversely impact: (i) an issuer’s ability to conduct its business as contemplated or to operate as a going concern; (ii) a holder’s ability to access marketplaces, if any, on which to trade the digital securities; and (iii) and the structure, rights and transferability of the digital securities. Moreover, an issuer of digital securities is subject to the risk that compliance with any particular regulator’s interpretation of a legal issue may not result in compliance with another’s interpretation of the same issue or that any particular regulator’s interpretation of a legal issue may change over time to an issuer’s detriment. Consequently, there can be no assurance that any new or continuing regulatory scrutiny or initiatives will not have a material adverse impact on the value of the digital securities and otherwise impede the issuer’s activities.
Risks of hacking and security weaknesses. Hackers or other malicious groups or organizations may attempt to interfere with digital securities in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Since techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until they are launched against a target, third-party hosting facilities may be unable to anticipate these techniques or to implement adequate preventative measures.
Loss of a Private Key Could Result in Loss of the Digital Securities. Once digital securities are issued and delivered to an investor, each investor’s ownership and custody of such securities is associated with a private “key address.” The owners of the digital securities will be responsible for maintaining the confidentiality of their private key addresses which are necessary to control and dispose of the securities stored in each holder’s digital “wallet” or “vault.” The loss of one or more of such private keys will result in the loss of the holder’s digital securities. Moreover, any third party that gains access to one or more of any holders’ private keys, including by gaining access to login credentials of a hosted wallet service the holder uses, may be able to misappropriate the tokens.
Entoro Investments, LLC is a registered investment adviser located in Houston, Texas. Entoro Investments and its representatives are in compliance with the current filing requirements imposed upon registered investment advisers by those states in which Entoro Investments maintains clients. Entoro Investments may only transact business in those states in which it is registered or qualifies for an exemption or exclusion from registration requirements. Entoro Investments’ web site is limited to the dissemination of general information pertaining to its advisory services, together with access to additional investment-related information, publications, and links. Accordingly, the publication of Entoro Investments’ web site on the Internet should not be construed by any consumer and/or prospective client as Entoro Investments’ solicitation to effect, or attempt to effect transactions in securities, or the rendering of personalized investment advice for compensation, over the Internet. Any subsequent, direct communication by Entoro Investments with a prospective client shall be conducted by a representative that is either registered or qualifies for an exemption or exclusion from registration in the state where the prospective client resides. For information pertaining to the registration status of Entoro Investments, please contact the state securities regulators for those states in which Entoro Investments maintains a notice filing. A copy of Entoro Investments’ current written disclosure statement discussing Entoro Investments’ business operations, services, and fees is available from Entoro Investments upon written request. Entoro Investments does not make any representations or warranties as to the accuracy, timeliness, suitability, completeness, or relevance of any information prepared by any unaffiliated third party, whether linked to Entoro Investments’ web site or incorporated herein, and takes no responsibility, therefore. All such information is provided solely for convenience purposes only and all users thereof should be guided accordingly.
Please remember that different types of investments involve varying degrees of risk, and there can be no assurance that the future performance of any specific investment or investment strategy (including those undertaken or recommended by Entoro Investments), will be profitable or equal any historical performance level(s). Certain portions of Entoro Investments’ web site (i.e. newsletters, articles, commentaries, etc.) may contain a discussion of, and/or provide access to, Entoro Investments’ (and those of other investment and non-investment professionals) positions and/or recommendations as of a specific prior date. Due to various factors, including changing market conditions, such discussion may no longer be reflective of current position(s) and/or recommendation(s). Moreover, no client or prospective client should assume that any such discussion serves as the receipt of, or a substitute for, personalized advice from Entoro Investments, or from any other investment professional. Entoro Investments is neither an attorney nor an accountant, and no portion of the web site content should be interpreted as legal, accounting or tax advice.
Issuers make “forward-looking statements” in various of their offering materials. In some cases, these statements may be identified by forward-looking words such as “may,” “might,” “should,” “would,” “could,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about the issuer, may include projections of an issuer’s future financial performance based on its growth strategies and anticipated trends in its business. These statements are only predictions based on the issuer’s current expectations and projections about future events. There are important factors that could cause actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements.
Although the issuer’s management believes the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, level of activity, performance or achievements. Moreover, neither an issuer nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. Investors should not rely upon forward looking statements as predictions of future events.
Neither the issuer nor the placement agent is under any duty to update any of these forward-looking statements contained in its offering materials after the date thereof to conform prior statements to actual results or revised expectations, and neither the issuer nor the placement agent intends to do so.
We caution investors not to place undue reliance on the forward-looking statements, which speak only as of the date of the offering materials in which they appear.
Offering materials may also incorporate estimates and other statistical data made by independent parties and by an issuer relating to market size and growth and other data about an issuer’s industry. This data involves a number of assumptions and limitations, and Investors are cautioned not to give undue weight to such estimates. In addition, as noted above, projections, assumptions and estimates of our future performance and the future performance of the markets in which an issuer operates are necessarily subject to a high degree of uncertainty and risk.
If you are a resident of the European Economic Area (EEA), you have certain data protection rights. The company aims to take reasonable steps to allow you to correct, amend, delete or limit the use of your Personal Data.
If you wish to be informed about what Personal Data, we hold about you and if you want it to be removed from our systems, please contact us.
In certain circumstances, you have the following data protection rights:
The right to access, update or delete the information we have on you. Whenever made possible, you can access, update or request deletion of your Personal Data directly within your account settings section. If you are unable to perform these actions yourself, please contact us to assist you.
The right of rectification. You have the right to have your information rectified if that information is inaccurate or incomplete.
The right to object. You have the right to object to our processing of your Personal Data.
The right of restriction. You have the right to request that we restrict the processing of your personal information.
The right to data portability. You have the right to be provided with a copy of the information we have on you in a structured, machine-readable and commonly used format.
The right to withdraw consent. You also have the right to withdraw your consent at any time where Entoro relied on your consent to process your personal information.
Please note that we may ask you to verify your identity before responding to such requests.
You have the right to complain to a Data Protection Authority about our collection and use of your Personal Data. For more information, please contact your local data protection authority in the European Economic Area (EEA).
Last Updated March 2022
Entoro Securities, LLC (Entoro Securities) is registered with the Securities and Exchange Commission (SEC) as a broker- dealer and is a member firm of the Financial Industry Regulatory Authority (FINRA) and the Securities Investor Protection Corporation (SIPC). Entoro Investments, LLC (Entoro Investments) is registered with the SEC as an investment adviser. Entoro Securities and Entoro Investments are affiliated through common ownership and control.
We provide our clients broker-dealer services through Entoro Securities, and investment advisory services through Entoro Investments. You should carefully consider which types of accounts and services are right for you. This document gives you a summary of those services we provide and how you pay for them. Please ask us for more information.
Brokerage and investment advisory services and fees differ, and it is important for the retail investor to understand the differences. Free and simple tools are available for you to research firms and financial professionals at www.investor.gov/CRS, a website maintained by the SEC. These tools can also provide you with educational materials about broker-dealers, investment advisers, and investing.
Relationship and Services:
Brokerage Services provided by Entoro Securities, LLC
Entoro Securities services are listed below:
• Broker or Dealer selling Oil and Gas Interests
• Private Placements of Securities,
• Investment Banking and Mergers and Acquisition of Advisory Services.
Investment Advisory Services provided by Entoro Investments, LLC
We offer investment advisory services and advice on a regular basis to retail investors. We provide services to high net worth individuals, separately managed accounts, private funds and SEC registered investment companies. Our standard services include discussing your investment goals, designing with you a strategy to achieve your investment goals, and the on-going monitoring of your account and investments. We will contact you no less than annually regarding your investment portfolio.
Other advisory services we provide include investment advisory services to the Entoro Gray Swan Fund, which will be registered with the Securities and Exchange Commission (SEC) as a registered investment company.
Additionally, as an investment adviser we provide discretionary advisory services. Our discretionary authority is generally granted, at the outset of our advisory relationship in our client agreement, to select the identity and amount of securities to be bought or sold during your advisory relationship with us. We exercise such discretion in a manner consistent with the stated investment objectives, limitations and restrictions imposed upon us by you.
For our investment advisory services, we primarily utilize the following assets: individual equities, fixed income securities, mutual funds (including exchange-traded funds and exchange-traded notes), illiquid direct participation investments (DPIs), and cash or cash equivalents.
From time to time we also recommend third-party separate managed account investment managers (“SMAs”) to manage a portion of your assets. We generally make this recommendation when a SMA offers an investment strategy that is in line with your objectives and risks but is not offered internally by Entoro Investments. We will recommend a SMA only when we believe it is appropriate and in your best interests.
We do not impose a strict asset minimum to open an account with us; however, it may be impractical for clients with less than $25,000 under management.
Entoro Investments also offers the option to invest in certain special circumstance direct participation investments (SCDPIs). Examples of SCDPIs include: Section 1031 Exchanges, Conservation Easements, and Oil and Gas Drilling Programs. Each SCDPI will have specific investor Net Worth and Suitability standards, which will be disclosed per each prospectus or offering circular.
Entoro Securities acts as a placement agent to institutions and accredited investors through Regulation D (Rule 506c) and Regulation S offerings, on a best efforts basis, in the energy, technology and real estate industries. In these transactions, Entoro Securities provides financial and strategic advisory services which include Capital Formation, Mergers and Acquisitions, Acquisition and Divestiture in the oil and gas industry, leveraged finance, equity/equity-linked financing, restructuring and recapitalization solutions to a wide range of established and growth-oriented businesses around the world. Further information on Entoro Securities can be found at www.entoro.com.
For additional information, please see our Form ADV, Part 2A brochure, Items 4 and 7 (for advisory relationships), your account or advisory agreement, other applicable documents, or our website(s): www.entoroinvestments.com . You can contact us about our services at 713-823-2900 and we will be happy to discuss with you.
Conversation Starters: -Ask your financial professional-
• Given my financial situation, should I choose an investment advisory service? Should I choose a brokerage service? Should I choose both types of services? Why or why not?
• How will you choose investments to recommend to me?
• What is your relevant experience, including your licenses, education and other qualifications? What do these qualifications mean?
Fees, Costs, Conflicts and Standard of Conduct:
Principal Brokerage Fees and Costs
Entoro Securities does not open retail brokerage accounts. This service is not applicable to their business.
Entoro Securities charges a success fees for private placement engagements, investment banking services, and mergers and acquisition transactions.
Principal Investment Adviser Fees and Costs
Retail investors will incur the fees described below for investment advisory services, which are negotiated between you the client, and us. The principal fees for investment advisory services are as follows:
• Asset-based fees, which are an on-going fee, and based upon a percentage of the assets managed by us.
• Performance Fees are asset -based and generally consist of an annual management fee based upon the assets under our management, including margin debt, plus a performance fee based on the annual appreciation of the account. Performance-based fees may create an incentive for us to recommend investments which may be riskier or more speculative than those which would be recommended under a different fee arrangement.
• You will pay a commission to your financial professional when we buy and sell an investment for you. This is in addition to the advisory fees payable to us for advisory services.
Our advisory fees vary and are negotiable. The amount you pay will depend, for example, on the services you receive and the amount of assets in your account. Additionally, the amount paid to us and your financial professional generally does not vary based on the type of investments we select on your behalf. The asset-based fee reduces the value of your account and will be deducted from your account.
The more assets you have in the advisory account, including cash, the more you will pay us. We therefore have an incentive to increase the assets in your account in order to increase our fees. You pay our fee quarterly even if you do not buy or sell your investment assets
Other Fees and Costs
We also charge you additional fees, such as custodial fees, account maintenance charges, account inactivity fees, deferred sales charges, wire transfer and electronic fund fees, and other fees and taxes on custodial brokerage accounts and securities transactions. Some investments (such as mutual funds and variable annuities) impose additional fees that will reduce the value of your investment over time.
You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on your investments over time. Please make sure you understand what fees and costs you are paying.
For additional information, please see our Form ADV, Part 2A brochure, Item 4 and 5 (regarding our advisory services), your account or advisory agreement, or other applicable documents.
Conversation Starters: -Ask your financial professional and start a conversation about the impact of fees and costs on investments-
• Help me understand how these fees and costs affect my investments. If I give you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me?
We do not make recommendations as your broker-dealer. Entoro Securities charges a success fees for private placement engagements, investment banking services, and mergers and acquisition transactions.
When we act as your investment adviser, we have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they can affect the recommendations and investment advice, we provide you. Here are some examples to help you understand what this means:
• Proprietary Products: We will earn higher fees, compensation, and other benefits when you invest in a product that we (or one of our affiliates) advise, manage, or sponsor, such as a partnership, mutual fund or structured CD. As such, we have an incentive to recommend (or to invest your assets in) those products over third-party products.
• The Adviser serves as investment Adviser to the Entoro Gray Swan Fund pursuant to a management agreement between the Fund and the Adviser.
• Entoro Investments and Entoro Securities are affiliated with Entoro Commodities, LLC.
• Entoro Investments serves as Managing General Partner and Fund Manager for various private funds exempt from registration under the Investment Company Act of 1940. Entoro Investments charges the private funds an appropriate blend of management and performance fees.
• Your custodian provides services to us, including research, execution, brokerage, custody and access to mutual funds and other investments. Additionally, other services provided assist us in managing and administering clients’ accounts. These services are provided based in part on the assets held at the respective custodians, and as such, creates an incentive for us to direct clients to their custodial platforms.
For additional information, please see our Form ADV, Part 2A brochure (regarding our advisory relationship), your account or advisory agreement or other applicable documents.
Conversation Starters: -Ask your financial professional -
• How might your conflicts of interest affect me, and how will you address them?
Your financial professional earns compensation based upon a portion of the amount of client assets they service, and the time and complexity required to meet a client’s needs. Your financial professional may be compensated in their capacity with an affiliated firm as described in this document. As a result, your financial professional may have a financial incentive not to reduce fees.
Conversation Starters: -Ask your financial professional-
• Help me understand how these fees and costs might affect my investments. If I give you $10,000 to invest, how much will go to fees and costs, and how much will be invested for me?
• How might your conflicts of interest affect me, and how will you address them?
Yes, we (Entoro Securities) have a legal or disciplinary history.
A free search tool to research us and our financial professionals is available at www.Investor.gov/CRS.
Conversation Starters: -Ask your financial professional-
• As a financial professional, do you have any disciplinary history? For what type of conduct?
For additional information regarding our services, please see our Form ADV, Part 2A brochure, Items 4 and 7 (regarding our advisory relationship), your account or advisory agreement, other applicable documents, or if you would like additional, up-to-date information or a copy of this disclosure, please contact us by phone at 713-823-9200, or by email to firstname.lastname@example.org.
Conversation Starters: -Ask your financial professional-
• Who is my primary contact person? Is he or she a representative of an investment adviser or a broker-dealer? Whom can I talk to if I have concerns about how this person is treating me?
Disclaimer for Clear Rating
Unless otherwise noted, all information, data, and other material, including ratings or scores (all such information, “Content”) contained in this publication and other reports, materials, or websites of Clear Rating, LLC or its affiliates (collectively, “Clear Rating”) is the exclusive property of Clear Rating, and may not be duplicated, copied, reproduced, or otherwise used in any form except with the prior written permission of Clear Rating. The Content shall not be used for any unlawful or unauthorized purposes. Some or allthe Content is derived from third-party sources believed by Clear Rating to be accurate and reliable, but it is each reader’s responsibility to evaluate the accuracy, completeness, and usefulness of any opinions, statements, or other Content contained in this publication. NEITHER CLEAR RATING NOR ANY PERSON ASSOCIATED WITH CLEAR RATING MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, RELIABILITY, QUALITY, OR ACCURACY, OF THE CONTENT. TO THE FULLEST EXTENT PROVIDED BY LAW, CLEAR RAING HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. Without limitation of the foregoing, Clear Rating (as well as its managers, officers, members, employees, representatives, or agents) does not guarantee the accuracy, adequacy, completeness, timeliness, or availability of any Content, and Clear Rating is not responsible for any errors or omissions (negligent or otherwise), regardless of the cause of such error or omission, or for the results obtained from the use of the Content. In no event shall Clear Rating (or its managers, officers, members, employees, representatives, or agents) be liable for any direct, indirect, special, incidental, or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or lost profit and opportunity costs) in connection with any use of the Content (including, without limitation, any opinions or other information expressly or implicitly expressed or contained in this publication, even if notified of the possibility of such damages. Any opinions and views in the Content reflect the current views or opinions of the authors and may change without notice, and Clear Rating does not undertake to revise or update the Content in any way. Further, any opinions and views expressed by CSA participants do not reflect the policies or positions of Clear Rating or any other person, organization, or company. The Content contained in this publication is distributed with the understanding that Clear Rating, the authors, publishers, and distributors are not rendering legal, financial, accounting, or professional advice or opinions on specific facts or matters and accordingly assume no liability whatsoever in connection with its use. The Content contained in this publication constitutes neither a solicitation, nor a recommendation, nor an offer to buy or sell investment instruments or other services(including, without limitation, legal, financial, accounting, or any professional services), or to engage in any other kind of transaction. The Content is not directed to persons in any jurisdiction where the provision of such Content would run counter to local laws and regulations. Clear Rating maintains certain activities of its business units separate from each other in order (among other reasons) to preserve the independence and objectivity of such respective activities. As a result, certain business units of Clear Rating may have access to information that is not available or made available to accessible to other Clear Rating business units. Clear Rating has established policies and procedures to maintain the confidentiality of certain non-public information received (or which could be received) in connection with each analytical process.
Copyright © 2023 Clear Rating, LLC. All rights reserved. Clear Rating is a registered trademark of Clear Rating, LCC
California Privacy Notice
Information We Collect
We collect information that identifies, relates to, describes, references, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or device (“personal information”). In particular, we have collected the following categories of personal information from consumers within the last 12 months:
• Identifiers (including name, real name, alias, postal address, unique personal identifier, online identifier, Internet Protocol address, email address, account name, or other similar identifiers).
• Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e)) (including name, signature, physical characteristics or description, address, telephone number, education, employment, employment history).
• Internet or other similar network activity (information regarding a user’s interaction with a website, application, or advertisement).
• Professional or employment-related information (current or past job history or performance evaluations).
• Inferences drawn from other personal information (profile reflecting a person’s preferences, characteristics, psychological trends, predispositions, behavior, attitudes, intelligence, abilities, and aptitudes).
Subject to applicable law, we may retain your information for as long as needed to provide you products or services that you have requested, comply with our legal obligations, resolve disputes, and enforce our agreements. We may not remove your personal information when there is a legal storage requirement, such as accounting rules or when there are other legal grounds to keep the data, such as an ongoing contractual relationship.
We collect information through various categories of sources. For example, we collect and obtain information:
• You provide, such as when you register for one of our events, contact us, respond to a survey, apply for employment, or sign up for emails or marketing information.
• From affiliated companies.
• Using cookies and automatic collection methods.
Your Rights and Options Regarding Your Information
Access and Correction
California residents have the right to request that we disclose certain information to you about our collection and use of your personal information over the past 12 months. Once we receive and confirm your verifiable consumer request, we will disclose to you:
• The categories of personal information we collected about you.
• The categories of sources for the personal information we collected about you.
• Our business or commercial purpose for collecting that personal information.
• The categories of third parties with whom we share that personal information.
• The specific pieces of personal information we collected about you (also called a data portability request).
• Disclosures for a business purpose, identifying the personal information categories that each category of recipient obtained.
Deletion Request Rights
You have the right to request that we delete any of your personal information that we collected from you and retained, subject to certain exceptions. Once we receive and confirm your verifiable consumer request, we will delete (and direct our service providers to delete) your personal information from our records, unless an exception applies.
We may deny your deletion request if retaining the information is necessary for us or our service providers to:
• Complete the transaction for which we collected the personal information, provide a good or service that you requested, take actions reasonably anticipated within the context of our ongoing business relationship with you, or otherwise perform our contract with you.
• Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity, or prosecute those responsible for such activities.
• Debug products to identify and repair errors that impair existing intended functionality.
• Exercise free speech, ensure the right of another consumer to exercise their free speech rights, or exercise another right provided for by law.
• Comply with the California Electronic Communications Privacy Act (Cal. Penal Code § 1546 et. seq.).
• Engage in public or peer-reviewed scientific, historical, or statistical research in the public interest that adheres to all other applicable ethics and privacy laws, when the information’s deletion may likely render impossible or seriously impair the research’s achievement, if you previously provided informed consent.
• Enable solely internal uses that are reasonably aligned with consumer expectations based on your relationship with us.
• Comply with a legal obligation.
• Make other internal and lawful uses of that information that are compatible with the context in which you provided it.
If you are a California resident, to exercise the access, data portability, and deletion rights described above, please submit a verifiable consumer request to us by either:
• Calling us at (713) 823-2900
• Emailing us at email@example.com
Only you, or a person registered with the California Secretary of State that you authorize to act on your behalf, may make a verifiable consumer request related to your personal information. You may also make a verifiable consumer request on behalf of your minor child.
You may only make a verifiable consumer request for access or data portability twice within a 12-month period. The verifiable consumer request must:
• Provide sufficient information that allows us to reasonably verify you are the person about whom we collected personal information or an authorized representative.
• Describe your request with sufficient detail that allows us to properly understand, evaluate, and respond to it.
We cannot respond to your request or provide you with personal information if we cannot verify your identity or authority to make the request and confirm the personal information relates to you. Making a verifiable consumer request does not require you to create an account with us. We will only use personal information provided in a verifiable consumer request to verify the requestor’s identity or authority to make the request.
Response Timing and Format
We endeavor to respond to a verifiable consumer request within 45 days of its receipt. If we require more time, we will inform you of the reason and extension period in writing. If you have an account with us, we will deliver our written response to that account. If you do not have an account with us, we will deliver our written response by mail or electronically, at your option.
Any disclosures we provide will only cover the 12-month period preceding the verifiable consumer request’s receipt. The response we provide will also explain the reasons we cannot comply with a request, if applicable. For data portability requests, we will select a format to provide your personal information that is readily usable and should allow you to transmit the information from one entity to another entity without hindrance.
We do not charge a fee to process or respond to your verifiable consumer request unless it is excessive, repetitive, or manifestly unfounded. If we determine that the request warrants a fee, we will tell you why we made that decision and provide you with a cost estimate before completing your request.
We will not discriminate against you for exercising any of your personal information rights.
Your California Privacy Rights
Under California law, a California resident with whom we have an established relationship has the right to request certain information with respect to the types of personal information we have shared with third parties for their direct marketing purposes (if any) and the identities of those third parties, within the immediately preceding calendar year, subject to certain exceptions. In response to a written request, we are permitted to provide a cost-free means to opt out of such sharing.Since we do not provide your personal information to third parties for their direct marketing purposes, it is not necessary for us to establish this procedure.