Articles Posted in Private Placements

IMH Financial Corporation Files Amended Preliminary Prospectus with the SEC in Anticipation of Pursuing an IPO

Today, IMH filed an amended preliminary prospectus with the Securities Exchange Commission (SEC). Click here to view IMH’s Form S-11/A. The prices and terms for the IPO have yet to be determined. Interested investors are urged to carefully read all 27 pages of the “Risk Factors” discussed in the company’s prospectus.

news.jpgToday, the Wall Street Journal published an article summarizing the state of affairs for IMH Financial Corporation, formerly doing business as the IMH Secured Loan Fund (the acronym I-M-H stands for “Investors Mortgage Holdings”).

Click here to view the WSJ article. [Subscription required to read the entire article]

For those of you who do not have a subscription to the Journal, here are a few highlights mentioned in the article:

cards.jpgNow that the conversion of IMH Secured Loan Fund units into shares of IMH Financial Corporation is complete, brokerage firms have begun quietly disseminating the bad news to their customers. When they open their monthly statements, many IMH investors will be surprised to learn that their investment has fallen in value by more than 66%. As of December 28, 2010, the estimated price given to shares of IMH Financial Corporation common stock was $15.0500 per share. However, even though the shares have been given an estimated value, IMH’s stock is still illiquid and cannot be publicly sold. As previously reported in this blog, the IPO has been placed on indefinite hold.

Click here for more blog postings about the IMH Secured Loan Fund and IMH Financial Corporation.

Thumbnail image for whoa.jpgShareholders in the IMH Financial Corporation (formerly known as the IMH Secured Loan Fund) hoping to cash in on the promised initial public offering (IPO) should take note of the following information that was recently included in the Form 10-Q filed by IMH Financial Corporation on November 22, 2010:

We received notice on June 8, 2010 that we were the subject of an SEC investigation. After consultation with our potential underwriters, legal counsel and others, we believe that it is not probable at this time that we will be in a position to complete an IPO until matters concerning the SEC’s investigation are clarified or resolved and market conditions are more favorable. We cannot determine at this time when matters before the SEC will be clarified or resolved.

On October 27, 2010, IMH Financial Corporation filed an initial registration statement with the Securities & Exchange Commission (SEC) seeking approval from the SEC to pursue an initial public offering (IPO). In a letter to shareholder’s IMH conservatively reported:

The registration statement is not yet effective, is subject to customary review by the SEC, and we expect to file various amendments to the registration statement in the course of the SEC review process. The size, timing and ability to complete the proposed offering are subject to and contingent upon marketing considerations, including financial market conditions, the timing of effectiveness of the registration statement and other risks, uncertainties and considerations.

Additional Information:

The Alcala Law Firm, a securities law firm based in the San Francisco Bay Area, has just published a newsletter for IMH Secured Loan Fund investors who had their investment converted into shares of IMH Financial Corporation. The newly issued IMH shares are not publicly traded and are illiquid. Investors have several options available to recover some or all of their investment losses, including a class action lawsuit against IMH and individual securities arbitration claims against stockbrokers who sold or recommended IMH.

For more information, please click on the link below to download the IMH Newsletter:


Investor hopes of recovering some of their Medical Capital securities fraud losses were dashed today when the court appointed receiver made the following announcement in his Fourteenth Status Report:

The film asset “The Perfect Game” was released in Mexico on April 2, 2010,

and on April 16, 2010 in the United States and Canada. Box office receipts have not met projections and the Receiver does not expect a return from the theatrical sales of the film. The Receiver has terminated the distribution agreement for cause, and has taken various actions to protect the receivership’s interest in the film.

Thumbnail image for Montana_Seal.pngOn August 4, 2010, the Montana Securities and Insurance Commissioner filed a disciplinary action against Securities America and several of the firm’s top executives alleging securities fraud in connection with the sale of the failed Medical Capital private placement. The Montana lawsuit seeks the imposition of fines and restitution on behalf of four different groups of investors identified in the lawsuit and also to provide appropriate restitution to all Montana participants. Montana’s disciplinary action is similar to the lawsuit filed by the Commonwealth of Massachusetts against Securities America back in January 2010.

For more information, select a topic below:

Today, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2009. Now, brokers will have a much harder time justifying the sale of private placements to small investors. Effective as of July 21, 2010, an investor’s primary residence will no longer be considered when attempting to qualify for the $1 million minimum net-worth requirement for accredited investors under Rule 501(a)(5) of Regulation D. Also, one year from the date of enactment, the SEC will undertake a review of the “accredited investor” definition to determine whether any other requirements should be implemented for the “protection of investors, in the public interest, and in light of the economy.”

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Thumbnail image for FBI Seal.pngAccording to an FBI report on Securities Fraud before the Senate Judiciary Committee, there was a 105% increase in High Yield Investment Program investigations by the Bureau in 2009. My California securities law firm has also experienced a similar surge in investor complaints involving high-yield investments like Medical Capital Notes, which were sold through a network of brokerage firms such as Securities America, a firm that is now the subject of numerous securities fraud lawsuits and class action lawsuits.

High Yield Investment Programs (“HYIP”) may seem like the ideal investment for retirees seeking greater income. However, for most investors, the acronym HYIP really stands for “Hazardous to Your Investment Portfolio.” Promising large returns with seemingly no risk, these high yielding investments have raised millions of dollars from unsuspecting investors. In reality, many of these to-good-to-be-true investments turned out to be nothing more than Ponzi Schemes that needed to bring in new investor money in order to continue paying existing investors. During the recent financial crisis, many of these Ponzi schemes ultimately fell apart when the pool of available investors evaporated.

High yield investments are often sold through private placements that can only be purchased by “accredited investors.” Because private placements are typically high risk investments with limited liquidity, they are only suitable for wealthy and sophisticated investors who can bear the risk of loss.

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