Regulation Best Interest Disclosure Form
1. Overview and Purpose
This Regulation Best Interest (“Reg BI”) Disclosure Statement is provided to inform you, our retail customers, about the services representatives of Finalis Securities LLC (“Representatives”, and together with, Finalis Securities LLC, “Finalis” or “We”) offer and our relationship with you. It is designed to help you understand the material facts about: (i) the scope and terms of our relationship with you, (ii) the material fees and costs that apply to your transactions, holdings, and accounts, and (iii) the conflicts of interest associated with recommendations made by our Representatives.
When Representatives make a recommendation of any securities transaction or investment strategy involving securities to you, We are required to act in your best interest at the time of the recommendation and not place our interests ahead of yours.
2. Our Capacity and Services
Our role. We act as a broker‑dealer and our registered representatives act as associated persons of a broker‑dealer when we make recommendations to you. We are not acting as an investment adviser unless you have a separate, written advisory agreement with an affiliated investment adviser.
Types of services. Our Representatives may:
- Recommend specific securities, including private placements and other exempt offerings.
- Assist with subscription and transaction processing.
- Provide you with account statements and other communications.
No discretionary authority. Unless We tell you otherwise in writing, we do not have discretionary authority over your account; you make the final decision to buy, sell, or hold any investment.
3. Material Limitations on Products and Strategies
Our recommendations are subject to certain material limitations:
- Our Representatives focus primarily on private placements in Regulation D, Regulation A offerings.
- Our Representatives may offer only a limited menu of investments approved by Finalis, and we may not review or recommend all securities or strategies that could be available in the marketplace.
. Many of the investments our Representatives offer (including private placements) are illiquid, speculative, and may involve a high degree of risk, including risk of loss up to your entire investment.
You should carefully review each investment’s PPM/offering memorandum and other offering documents for specific risks, fees, and terms before investing.
4. Your Investment Profile and When We Make Recommendations
When a Representative makes a recommendation, Finalis will consider information you provide about your investment profile, including your financial situation, objectives, time horizon, risk tolerance, investment experience, and other factors.
Finalis bases its recommendations on this information at the time of the recommendation and does not undertake ongoing monitoring of your account unless We separately agree in writing to provide monitoring services.
5. Fees and Costs You Will Pay
You will pay fees and costs in connection with your investments and accounts in accordance with the terms of the investment offeringThese reduce the amount of money you ultimately earn. Examples include:
- Transaction‑based compensation (commissions / placement fees). Finalis and its registered representatives generally receive compensation when you invest in a security a Representative recommends. For private placements, Finalis may receive selling commissions, dealer‑manager fees, placement fees, or other forms of compensation from the issuer or its affiliates.
- Ongoing compensation. In some offerings, We may receive ongoing trailing compensation, management fees, or other payments tied to the amount of capital raised or assets under management.
- Account / service fees. You may also pay account‑level fees (e.g., custodial, administrative, wire, or transfer fees) depending on your account arrangement. Finalis does not establish, control, or receive account-level, custodial, administrative, wire, or similar service fees associated with client accounts or transactions. These fees, if applicable, are determined and charged by third-party service providers, including issuers, custodians, or other financial institutions. Such fees are independent of and in addition to any fees or compensation received by Finalis and its Representatives. Finalis does not have discretion over the amount, timing, or application of these charges.
You will receive more detailed fee information in offering documents from the issuer or its affiliates (such as a Private Placement Memorandum, offering circular, prospectuses, subscription documents, fee schedules and other investment related materials (“Offering Materials”) Offering Materials are prepared and provided by the issuer or its affiliates and Finalis does not control the content of these materials.
Finalis and its Representatives may rely on information provided by the issuer, its affiliates and other third parties in connection with evaluating and recommending an investment. While Finalis conducts a review process consistent with applicable regulatory requirements, it does not guarantee the accuracy or completeness of the Offering Materials.
6. Conflicts of Interest
Finalis and its Representatives have financial and other incentives that can create conflicts of interest when e recommending investments. These include:
- Compensation from issuers. We may receive higher compensation when We sell certain private placements or other offerings than when you invest in other securities, which creates an incentive to recommend those investments.
- Third‑party payments and revenue sharing. We or our affiliates may receive payments or economic benefits from issuers, sponsors, or other third parties when you invest in certain products.
- Proprietary or affiliated products. Our Representatives may recommend offerings that are issued, sponsored, or managed by them. In those cases, We or our Representatives may earn additional compensation, which creates a conflict of interest.
- Differential compensation to registered representatives. Representatives may receive different compensation (commissions, bonuses, or other incentives) depending on which products you purchase.
We are required to disclose, mitigate, or in some cases eliminate conflicts of interest. In compliance with applicable securities laws, rules and regulations, We have policies and procedures reasonably designed to address conflicts, including prohibiting sales contests or quotas based on specific securities and requiring supervisory review of recommendations.
7. How We Address the Reg BI Disclosure Obligation
To meet our Disclosure Obligation under Reg BI, We provide you, before or at the time of a recommendation, with:
- This Reg BI Disclosure, which describes the scope and terms of our relationship, services, material limitations, fees and costs, and key conflicts of interest.
- Our Form CRS (Customer Relationship Summary), which provides a concise overview of Our services, fees, conflicts, and disciplinary history.
- Product‑specific documents, such as offering memoranda, PPMs, subscription agreements, and other disclosure documents that contain important information about a particular investment’s risks, terms, and fees.
You should read all of these documents carefully and ask questions about anything you do not understand.
8. Questions and Additional Information
You can obtain additional information about our firm, our services, and our conflicts of interest at:
- Our website: https://www.finalis.com
- Form CRS: https://www.finalis.com/regulatory-disclaimers?form-CRS
- FINRA BrokerCheck: www.brokercheck.finra.org
If you have any questions about this Reg BI Disclosure or your relationship with us, please contact us at:
- (800) 962- 0418
- compliance@finalis.com