b'What Are Material Facts? Under securities laws, you (as the issuer of the securities) have the obligation to provide all material facts necessary for investors to make informed consent, prior to investing. Material facts are anything that could influence an investors decision to invest, such as whether the members of anissuersassetmanagementteamhavecriminalconvictions,arecent bankruptcy or other failed investments (yesyou need to disclose all of your track record, good, bad or ugly).Its actually beneficial to disclose bad deals as it helps investors realize that all deals arent good deals, so its harder for them to complain they didnt know a deal could fail if you told them about a previous deal gone bad, and what happenedif it happened once, it or something else, could happenagain.ThingsliketheGreatRecessionof2008,theCOVID Pandemic, wind damage that the insurance company failed to cover, etc.all could be causes of failed investments that investors are willing to risk, and are not something an asset manager could control. Dont try to hide past failures. Instead, turn them into a success storyabout how you worked your tail off to pay everyone back, etc.What Happens if You Commit Fraud in a Securities Transaction? Fraudulent, misleading statements or omitting material facts is illegal under the Securities Act of 1933 and may be grounds for rescission by investors.Thismeansyouwouldhavetogivealloftheirmoneyback 29'