SEC Safe Harbor Statement – NAVF Pharma – Cannabis Investments with Impact

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NAVF-Pharma Safe Harbor Statement

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISKS: This presentation contains “forward-looking statements,” which are statements related to future, not past, events. Such statements include statements about our plans, strategies, and prospects. You can generally identify forward-looking statements by our use of forward-looking terminology such as “may,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” “should” or other similar words. You should not rely on these forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Such risks include, among others, the risk of adverse or unanticipated market, financial or political developments, the risk that the market for carbon credits or offsets may not be as large or active as we currently anticipate and the risk that we may not reach agreements with the Native American tribes to develop carbon credit programs on terms that are acceptable to us. We do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Click here for Application of Safe Harbor for Forward Looking Statement – 15 U.S. Code § 78u–5 for more information.

NAVF-Pharma ™

Series I – General Purpose

The offering of $50,000,000 of Membership Interest

OR 1,000,000 Membership Units at $50 per Unit

NAVF-Pharma, LLC, Series- I (the “Fund”) is offering an opportunity to purchase up to $50,000,000 of units evidencing limited liability company membership interests, or “Units,” in the Fund, subject to increase by the Manager, in its sole discretion, up to $100,000,000 of Units. The Fund intends to invest in Native American Section 17 tribal corporations or like sovereign ventures. Native American Partners, Inc., a Delaware corporation, who also does business as (DBA) NAVF Holdings, serves as the Fund’s “Manager.” The terms of this offering are summarized in this private offering memorandum, or “Memorandum.” There is no minimum number of Membership Units that must be sold before we may accept subscriptions, and funds received will be placed in escrow or a dedicated capital account, at the Manager’s discretion, pursuant to the Minimum amount being raised. Although the Company is actively conducting business, there is not a public market for the membership interest, and no such market is expected to develop following the Offering. We do not anticipate that a secondary market will develop for the Units, nor do we anticipate having the Units issued in this Offering registered. This Memorandum is submitted in connection with a private placement of a membership interest in NAVF-Pharma, LLC and may not be distributed, reproduced, quoted, relied upon, or used, in whole or in part, for any other purpose. The date of this Private Placement Memorandum is January 13, 2020.

PURCHASE OF THE UNITS DESCRIBED HEREIN IS HIGHLY SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. PURCHASERS MUST BE ABLE TO BEAR THE ECONOMIC RISK OF A LONG-TERM INVESTMENT THAT MAY RESULT IN LOSS OF SOME OR ALL OF THEIR INVESTMENT. IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF THE TERMS, MERITS, AND RISKS OF THE OFFERING. SEE: “RISK FACTORS” BEGINNING ON PAGE 17. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAVE ANY SUCH AUTHORITIES PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES OFFERED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH STATE LAWS. UNITS MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OR SUCH STATE LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

Price to Investors⁽¹⁾

Maximum

Commissions⁽²⁾

Other Offering Expenses ⁽³⁾

Net Proceeds

to the Fund

Per Unit

$50.00

$3.50

$0.24

$46.26

Total Maximum

$50,000,000

$3,500,000

$120,000

$46,380,000

The Offering price per Share has been determined by the Fund on the basis of estimated capital requirements to carry out the Fund’s objectives and pursue the business of the Fund. No representation is made that the Units have a market value or could be resold at any price.
The Fund is not using an underwriter in this Offering. However, the Fund may, in its sole discretion, hire a placement agent, investment bank, and/or pay consulting fees to selected advisors who are qualified and eligible to accept such fees within the state or other jurisdiction in which Shares are sold or such fee is paid. Commission fees will not exceed an aggregate of 7% of the offering price[1].
Legal, accounting, compliance and fund 3^rd party administration fees, as well as printing expenses, will be paid from the proceeds of the Offering. Such expenses are estimated to be approximately $120,000 and are not expected to vary as a result of the number of Shares sold. See: “Use of Proceed”

[1] Federal law and the laws of the individual states prohibit a person from engaging in the business of effecting transactions in securities without a license. This means the person engaged in such a business (a securities broker or dealer) must be licensed and a member of the Financial Industry Regulatory Authority (“FINRA”), or a licensed representative of a FINRA member.