United States securities and exchange commission logo
July 5, 2022
Sally Outlaw
Chief Executive Officer
Worthy Property Bonds, Inc.
One Boca Commerce Center
551 NW 77 Street, Suite 212
Boca Raton, FL 33487
Re: Worthy Property
Bonds, Inc.
Amendment No. 5 to
Offering Statement on Form 1-A
Filed June 21, 2022
File No. 024-11563
Dear Ms. Outlaw:
We have reviewed your amended offering statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your offering statement
and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our May
23, 2022 letter.
Amendment No. 5 to Offering Statement on Form 1-A
General
1. We note your response
to comment 1 and reissue in part. Even though you hired Dalmore
Group, LLC to act as a
broker-dealer in this offering, you also continue to
state throughout the
offering circular and in the Plan of Distribution section that offers and
sales of securities
pursuant to the offering statement will be made by your management
through the Worthy
Website or through the Worthy App. According to the Florida Office
of Financial Regulation
website, it does not appear, however, that you have an approved
issuer/dealer
registration application in the state of Florida. In your response letter to
us,
please provide your
analysis as to how you plan to comply with Section 512.12(1) of
Sally Outlaw
Worthy Property Bonds, Inc.
July 5, 2022
Page 2
Florida Statues if you are not registered as an issuer/dealer in the
state of Florida.
2. We note your disclosure on page 35 that you have entered into a
license fee agreement
with WFI. Please describe the material terms of this agreement and
file it as an exhibit to
your offering statement or advise why you are not required to do so.
3. We note your disclosure on the cover page and in other sections of the
offering statement
that "[your] Worthy Property Bonds will be offered and sold only in
states where the BOR
is registered as a broker-dealer." Please disclose in what states
Dalmore Group LLC is
registered as a broker-dealer and the states in which it plans to
offer your securities. In
this regard, please also refer to the second part of Part I, Item 5 of
your offering statement
which indicates that your broker dealer intends to offer bonds in all
fifty states. As a
separate matter, please tell us why the first part of Part I, Item 5
indicates that you, the
issuer, intend to offer the bonds.
Cover Page
4. We note your disclosure stating that "[t]o the extent that the Company
s officers and
directors make any communications in connection with this offering
they intend
to conduct such efforts in accordance with an exemption from
registration contained in
Rule 3a4-1 under the Securities Exchange Act of 1934, as amended (the
'Exchange Act'),
and, therefore, none of them is required to register as a
broker-dealer." In your response
letter to us, please describe to us the activities that your officers
and directors may engage
in that would require the exemption provided by Rule 3a4-1.
Additionally, explain in
your response how these activities would be permissible given that you
are not registered
as an issuer/dealer in the state of Florida.
Plan of Distribution, page 40
5. Please provide disclosure regarding the invest now payment
processing mechanism
discussed on page 41. In that regard:
State where it will be located, for example on what website or app;
Disclose what role your management will play related to this
feature;
State the name of the escrow agent and file the escrow agreement as
an exhibit to you
offering circular. Also file any related agreement with a third
party provider as an
exhibit to your offering circular. Note that Item 17(6)(a) of Form
1-A requires that
an issuer file material contracts in which the issuer is a party or
has a beneficial
interest, as exhibits to the offering circular;
Disclose here the steps that investors must take to use the "invest
now" feature;
Disclose whether this feature will be the sole means of investing
in this offering, or if
FirstName LastNameSally Outlaw
it will be in addition to your website and app; and
Comapany NameWorthy
Disclose whenProperty Bonds,
this feature will Inc.
be established, and whether it
will be established
July 5, 2022before
Page 2qualification.
FirstName LastName
Sally Outlaw
FirstName LastNameSally Outlaw
Worthy Property Bonds, Inc.
Comapany
July 5, 2022NameWorthy Property Bonds, Inc.
July 5,3 2022 Page 3
Page
FirstName LastName
You may contact Michael Henderson at 202-551-3364 or Hugh West at
202-551-3872 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Tonya Aldave at 202-551-3601 or John Dana Brown at 202-551-3859 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Finance
cc: Clint J. Gage, Esq.