Shares of Common Stock, Juro Financial Inc
1,618,033,988 shares of common stock and each share is entitled to one vote. The par value is $50.00 per share. These shareholders represent 100.00% of the voting power of our outstanding capital stock. Only treasury shares of common stock are being offered by the company for capital increase purposes with premiums to par allocated to the shares premium account of the balance sheet of the company. The shares were completely allocated at the Company’s incorporation with a group of the founding shareholders subject to dilution agreements and / or calls.
At no time may a founding shareholder sell a share in the company to a non-founder for less than the par value per of $50.00 per share. Prior to a listing of the shares via direct or initial public offering ("DPO"), any “non-founder” shareholder may sell a share in the company to another shareholder for any price that is equal to or greater than the par value of the stock up until the listing of the shares on a regulated stock exchange. After the time of a listing, for a period of one calendar year, no shareholder that was registered as a shareholder prior to such listing may sell a share in the company to anyone for a price that is less than the opening trading price, whatever that may be.
No public market for our sole series of Common Stock, or any of our other securities, currently exists.
Any other shares of common stock which are available for purchase are offered from existing shareholders and not offered by the company. Prior to any public registration of securities, said securities may only be offered or sold in private transactions or in a private placement transaction which is exempt from registration in accordance to regulation D of the Securities Act of 1933, rule 506(c) , Regulation S, and rule 144(a), and may be further subject to the above Shareholder Agreement Parameters. Prospective investors should consult their own legal, investment, and tax advisors regarding any purchasing, holding, and disposing of our common stock or other securities, including the consequences of any proposed changes in applicable laws.
Any trading or sales of the common stock shall be in transactions which are exempt from registration pursuant to Rule 144 of the U.S. Securities Act of 1933, Rule 144A, and / or Regulation S, as applicable. Investor due diligence and "know your counterparty" documentation shall be required prior to transaction settlement in accordance with applicable anti-money-laundering and securities regulations.
IF YOU ARE CONSIDERING AN INVESTMENT IN THE COMPANY, YOU SHOULD READ THE PRIVATE PLACEMENT MEMORANDUM, PROSPECTUS, SECURITIES PARTICULARS, AND CORPORATE DOCUMENTATION FOR MORE INFORMATION ABOUT THE ISSUER AND THIS OFFERING, WHICH IS MADE AVAILABLE TO YOU FOR FREE. YOU MAY OBTAIN THESE DOCUMENTS FOR FREE BY LOGGING IN TO YOUR ACCOUNT IN THE JURO CLOUD, OR ALTERNATIVELY YOUR PROFESSIONAL INVESTMENT ADVISOR, LAWYER, OR ACCOUNTANT CAN CONTACT THE ISSUER DIRECTLY TO ARRANGE TO SEND YOU THE PRICING SUPPLEMENT, WHEN AVAILABLE, AND THE PRIVATE PLACEMENT MEMORANDUM IF YOU REQUEST THEM TO CONTACT THE ISSUER DIRECTLY. THIS INFORMATION RELATES TO THIS REGULATION D RULE 506(c) RULE 144A EXEMPT OFFERING. PLEASE CONSULT WITH YOUR PROFESSIONAL INVESTMENT ADVISOR, LAWYER, OR ACCOUNTANT PRIOR TO MAKING AN INVESTMENT. THE PRIVATE PLACEMENT AND SUBSEQUENT SALES AND PURCHASES OF THE SECURITIES ARE ONLY AVAILABLE TO ACCREDITED INVESTORS, INSTITUTIONAL INVESTORS, OR QUALIFIED INSTITUTIONAL BUYERS (QIBs), AND WHERE PERMITTED BY LAW. CONTACT US FOR MORE INFORMATION.