UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 1-U
 
Current Report Pursuant to Regulation A
 
Date of Report (Date of earliest event reported): October 14, 2020
 
 
Otis Collection LLC
(Exact name of issuer as specified in its charter)
 
Delaware
 
84-3316802
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
335 Madison Ave, 16th Floor, New York, NY 10017
(Full mailing address of principal executive offices)
 
 201-479-4408
(Issuer’s telephone number, including area code)
   
 Series Collection Drop 001 Interests, Series Collection Drop 002 Interests, Series Collection 003 Interests
(Title of each class of securities issued pursuant to Regulation A)
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Item 9
Other Events
On October 14, 2020, Otis Collection LLC, a Delaware series limited liability company (which we refer to as “we,” “us,” “our” or “our company”), changed the broker-dealer acting as executing broker in connection with each of our offerings from North Capital Private Securities Corporation (“NCPS”) to Dalmore Group, LLC (“Dalmore”). This change is not expected to result in any significant change to the manner in which offerings are conducted or change to the nature of our business or plan of operations.
The interests of the series of our company offered under our offering statement filed with the Securities and Exchange Commission (the “Commission”) and qualified by the Commission on March 27, 2020 (as amended and supplemented, the “offering circular”), may be referred to in this report as “interests” and each, individually, as an “interest.”
Termination of NCPS Broker-Dealer Relationship
In connection with the above, on October 14, 2020, our company entered into a Termination Agreement (the “Termination Agreement”) with NCPS, which agreement terminates the broker-dealer relationship with NCPS and the Broker Dealer Services Agreement, dated November 15, 2019, as amended on February 11, 2020 pursuant to that certain Amendment to Broker Dealer Services Agreement, between our company and NCPS. A copy of the Termination Agreement has been filed as Exhibit 6.1.1 to this report.
Entry into Broker-Dealer Agreement
In advance of and in connection with the above, on September 3, 2020, our company entered into a Broker-Dealer Agreement (the “Broker-Dealer Agreement”) with Dalmore. Pursuant to the Broker-Dealer Agreement, Dalmore serves, effective as of October 14, 2020, as our executing broker in in connection with the sale of our interests. Pursuant to the Broker-Dealer Agreement, Dalmore’s role in the offering is limited to serving as the broker of record, including processing transactions of potential investors and providing investor qualification recommendations (e.g., “Know Your Customer” and anti-money-laundering checks) and coordinating with third-party providers to ensure adequate review and compliance. Dalmore will have access to the subscription information provided by investors and will serve as broker of record for each offering by processing transactions by investors through the platform technology. Dalmore will not solicit any investors on our behalf, act as underwriter or provide investment advice or investment recommendations to any investor. Dalmore is a broker-dealer registered with the Commission and a member of the Financial Institution Regulatory Authority (“FINRA”) and Securities Investor Protection Corporation and will be registered in each state where each offering and sale of interests will occur, prior to the launch of each offering. Dalmore will receive the Brokerage Fee described below but will not purchase any interests and, therefore, will not be eligible to receive any discounts, commissions or any underwriting or finder’s fees in connection with any offering.
As compensation for providing the services to us as described in the Broker-Dealer Agreement in connection with each offering, Dalmore will receive a brokerage fee equal to 1% of the amount raised through each offering (the “Brokerage Fee”). Each series of interests will be responsible for paying the Brokerage Fee to Dalmore from the proceeds of the sale of interests in each such series. The Brokerage Fee will be payable immediately upon the closing of each offering.
In addition thereto, Otis Wealth, Inc. (“our manager”) will pay Dalmore (a) a fee of $1,000 per amendment to our offering circular and (b) a one-time consulting fee of $20,000 for the provision of ongoing general consulting services related to our offerings (such as coordination with third-party vendors and providing general guidance), due and payable following the issuance by FINRA of a no-objection letter. Further, in connection with the execution of the Broker-Dealer Agreement, our manager paid Dalmore a one-time advance payment of $5,000 for out-of-pocket expenses anticipated to be incurred by the Broker, such as costs related to preparing the FINRA filing, due diligence expenses, working with counsel to our manager and our company and other services necessary and required prior to the approval of this offering. Our manager will not be reimbursed for payment of any such fees or expenses.
The foregoing summary of the terms of the Broker-Dealer Agreement does not purport to be complete and is qualified in its entirety by reference to the Broker-Dealer Agreement, a copy of which is filed as Exhibit 6.1.2. to this report.
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Launch of Liquidity Platform
Our manager launched an interface on the mobile app-based investment platform called Otis (the “Otis Platform”) that enables investors to indicate interest in buying and selling their holdings (the “Liquidity Platform”). Prior to the launch of the Liquidity Platform, our manager, as operator of the Otis Platform, engaged Dalmore to receive communications of indications of interest from the Liquidity Platform and execute trades.
Dalmore receives no brokerage fees in connection with the Liquidity Platform. Rather, our manager pays Dalmore a fixed monthly fee pursuant to the agreement between our manager and Dalmore.
Safe Harbor Statement
This Current Report on Form 1-U may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section entitled “Risk Factors” in our offering circular, as such factors may be updated from time to time in our periodic filings and offering circular supplements filed with the Securities and Exchange Commission (which we refer to as the SEC), which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in our filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.  
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EXHIBITS
The following exhibits are filed herewith:
 
Exhibit No.
 
Description
6.1.1
 
6.1.2
 
3
SIGNATURES  
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
   
Date: October 14, 2020
OTIS COLLECTION LLC
By: Otis Wealth, Inc., its managing member
 
 
 
/s/ Michael Karnjanaprakorn
 
Name: Michael Karnjanaprakorn
 
Title: Chief Executive Officer
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Exhibit 6.1.1
termination agreement
This Termination Agreement (this “Agreement”), dated as of October 14, 2020 (the “Termination Date”), is entered into by and between Otis Collection LLC (the “Company”) and North Capital Private Securities Corporation (“NCPS”). Each of the Company and NCPS are individually referred to herein as a “Party” and together as the “Parties.”
Recitals
A.
The Company and NCPS are parties to that certain Broker Dealer Services Agreement, dated as of November 15, 2019, as amended by that certain Amendment to Broker Dealer Services Agreement, dated as of February 11, 2020 (as amended and/or restated, the “Broker Dealer Agreement”).
B.
The Company desires to terminate the Broker Dealer Agreement, and the Parties agree to terminate the Broker Dealer Agreement on the terms and conditions as set forth in this Agreement.
Now, therefore, the Parties agree as follows:
Agreement
1.
Termination Notice Waiver; Termination. Each Party hereby waives Section 4.3 of the Broker Dealer Agreement, which otherwise requires 60 days’ prior written notice of termination, and terminates the Broker Dealer Agreement, and the Broker Dealer Agreement is terminated effective as of the Termination Date.
2.
Survival. Notwithstanding this Agreement, each Party shall continue to be bound by the provisions of the Broker Dealer Agreement that reasonably require some action or forbearance (or are required to implement such action or forbearance) after such termination, including, without limitation, those related to the Company’s indemnification obligations, limitations of and exclusions to NCPS’s liability, warranties and confidentiality, and such provisions shall survive.
3.
Miscellaneous.
(a)
This Agreement comprises the full and complete agreement of the Parties with respect to the termination of the Broker Dealer Agreement and supersedes and cancels all prior communications, understandings and agreements between the Parties regarding such termination, whether written or oral, expressed or implied.
(b)
This Agreement shall be governed by and construed and interpreted in accordance with the substantive laws of the State of Delaware, without regard to conflict of laws principles. The dispute resolution provisions set forth in Section 19 of the Broker Dealer Agreement are incorporated herein by reference and shall survive this Agreement.
(c)
This Agreement may be executed in multiple counterparts, each of which will be deemed an original, and all of which will constitute the same document. A signed copy of this Agreement by facsimile, email or other means of electronic transmission or signature is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
(d)
This Agreement may not be amended, altered or modified except by a written instrument executed by each Party. No course of dealing between or among any persons or entities having any interest in this Agreement, or action taken by any such person or entity, will be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any person or entity under or by reason of this Agreement.
 
[Signatures appear on following page]
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In witness whereof, the Parties have executed or caused the execution of this Agreement effective as of the Termination Date.
 
         
COMPANY:
 
NCPS:
 
 
 
Otis Collection LLC
 
North Capital Private Securities Corporation
By: Otis Wealth, Inc., its Manager
 
 
 
 
 
 
 
 
By:
 /s/ Keith Marshall
 
By:
 /s/ James P. Dowd
Name:
Keith Marshall
 
Name:
James P. Dowd
Title:
General Counsel
 
Title:
President and Chief Executive Officer
 
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Exhibit 6.1.2
 
Broker-Dealer Agreement
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Otis Collection LLC (“Client”), a Delaware Series Limited Liability Company, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”).  Client and Dalmore agree to be bound by the terms of this Agreement, effective as of September 3, 2020 (the “Effective Date”):
Whereas, Dalmore is a registered broker-dealer providing services in the equity and debt securities market, including offerings conducted via SEC approved exemptions such as Reg D 506(b), 506(c), Regulation A+, Reg CF and others;  
Whereas, Client is offering securities directly to the public in an offering exempt from registration under Regulation A (the “Offering”); and
Whereas, Client recognizes the benefit of having Dalmore as a service provider for investors who participate in the Offering (“Investors”).
Now, Therefore, in consideration of the mutual promises and covenants contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.
Appointment, Term, and Termination
a.
Client hereby engages and retains Dalmore to provide operations and compliance services at Client’s discretion.
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b.
The Agreement will commence on the Effective Date and will remain in effect for a period of twelve (12) months and will renew automatically for successive renewal terms of twelve (12) months each unless any party provides notice to the other party of non-renewal at least sixty (60) days prior to the expiration of the current term.  If Client defaults in performing the obligations under this Agreement, the Agreement may be terminated (i) upon sixty (60) days written notice if Client fails to perform or observe any material term, covenant or condition to be performed or observed by it under this Agreement and such failure continues to be unremedied, (ii) upon written notice, if any material representation or warranty made by either Provider or Client proves to be incorrect at any time in any material respect, (iii) in order to comply with a Legal Requirement, if compliance cannot be timely achieved using commercially reasonable efforts, after providing as much notice as practicable, or (iv) upon thirty (30) days’ written notice if Client or Dalmore commences a voluntary proceeding seeking liquidation, reorganization or other relief, or is adjudged bankrupt or insolvent or has entered against it a final and unappealable order for relief, under any bankruptcy, insolvency or other similar law, or either party executes and delivers a general assignment for the benefit of its creditors. The description in this section of specific remedies will not exclude the availability of any other remedies.  Any delay or failure by Client to exercise any right, power, remedy or privilege will not be construed to be a waiver of such right, power, remedy or privilege or to limit the exercise of such right, power, remedy or privilege.  No single, partial or other exercise of any such right, power, remedy or privilege will preclude the further exercise thereof or the exercise of any other right, power, remedy or privilege.  All terms of the Agreement, which should reasonably survive termination, shall so survive, including, without limitation, limitations of liability and indemnities, and the obligation to pay Fees relating to Services provided prior to termination.
2.
Services. Dalmore will perform the services listed on Exhibit A attached hereto and made a part hereof, in connection with the Offering (the “Services”).  Unless otherwise agreed to in writing by the parties.
3.
Compensation. As compensation for the Services, Client shall pay to Dalmore a fee equal to one hundred (100) basis points on the aggregate amount raised by the Client. This will only start after FINRA Corporate Finance issues a No Objection Letter for the offering. Client authorizes Dalmore to deduct the fee directly from the Client’s third party escrow or payment account at the closing of each series offering.
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There will also be a one time advance payment for out of pocket expenses of $5,000, payable by Client’s manager, Otis Wealth, Inc. (the “Manager”), a Delaware Corporation. Payment is due and payable upon execution of this agreement. The advance payment will cover expenses anticipated to be incurred by the firm such a preparing the FINRA filing, due diligence expenses, working with the Client’s SEC counsel in providing information to the extent necessary, and any other services necessary and required prior to the approval of the offering. The firm will refund a portion of the payment related to the advance to the extent it was not used, incurred or provided to the Client.
The Client shall also engage Dalmore as a consultant to provide ongoing general consulting services relating to the Offering such as coordination with third party vendors and general guidance with respect to the Offering. The Manager will pay a one time Consulting Fee of $20,000 which will be due and payable immediately after FINRA issues a No Objection Letter and the Client receives SEC Qualification.
In addition, Client agrees that the Manager will pay Dalmore a fee of $1,000 per each additional 1-APOS filing.
4.
Regulatory Compliance
 
a.
Client and all its third party providers shall at all times (i) comply with direct requests of Dalmore; (ii) maintain all required registrations and licenses, including foreign qualification, if necessary; and (iii) pay all related fees and expenses (including the FINRA Corporate Filing  Fee), in each case that are necessary or appropriate to perform their respective obligations under this Agreement.  Client shall comply with and adhere to all Dalmore policies and procedures.
 
FINRA Corporate Filing Fee for a $50,000,000, best efforts offering is $8,000 and will be a pass- through fee payable to Dalmore, from the Client, who will then forward it to FINRA as payment for the filing. Since this Offering involves ongoing filings, Dalmore will invoice the Client for the FINRA fee due and the Manager the $1,000 1-APOS filing fee prior to each filing. These fees are due and payable prior to any submission by Dalmore to FINRA.
 
b.
Client and Dalmore will have the shared responsibility for the review of all documentation related to the Transaction but the ultimate discretion about accepting a client will be the sole decision of the Client. Each Investor will be considered to be that of the Client’s and NOT Dalmore.
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c.
Client and Dalmore will each be responsible for supervising the activities and training of their respective sales employees, as well as all of their other respective employees in the performance of functions specifically allocated to them pursuant to the terms of this Agreement.  
 
d.
Client and Dalmore agree to promptly notify the other concerning any material communications from or with any Governmental Authority or Self Regulatory Organization with respect to this Agreement or the performance of its obligations, unless such notification is expressly prohibited by the applicable Governmental Authority.
 
5.
Role of Dalmore.  Client acknowledges and agrees that Client will rely on Client’s own judgment in using Dalmore’ Services.  Dalmore (i) makes no representations with respect to the quality of any investment opportunity or of any issuer; (ii) does not guarantee the performance to and of any Investor; (iii) will make commercially reasonable efforts to perform the Services in accordance with its specifications; (iv) does not guarantee the performance of any party or facility which provides connectivity to Dalmore; and (v) is not an investment adviser, does not provide investment advice and does not recommend securities transactions and any display of data or other information about an investment opportunity, does not constitute a recommendation as to the appropriateness, suitability, legality, validity or profitability of any transaction.  Nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship of any kind.
 
6.
Indemnification.
 
a.
Indemnification by Client.  Client shall indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from, any and all actual or direct losses, liabilities, judgments, arbitration awards, settlements, damages and costs (collectively, “Losses”),  resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, “Proceedings”) to the extent they are based upon (i) a breach of this Agreement by Client, (ii) the wrongful acts or omissions of Client, or (iii) the Offering to the extent not based upon a breach of this Agreement by Dalmore and/or the wrongful acts or omissions of Dalmore or its failure to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement.
b.
Indemnification by Dalmore.  Dalmore shall indemnify and hold Client, Client’s affiliates and Client’s representatives and agents harmless from any Losses resulting from or arising out of Proceedings to the extent they are based upon (i) a breach of this Agreement by Dalmore or (ii) the wrongful acts or omissions of Dalmore or its failure to comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its obligations under this Agreement.
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c.
Indemnification Procedure.  If any Proceeding is commenced against a party entitled to indemnification under this section, prompt notice of the Proceeding shall be given to the party obligated to provide such indemnification.  The indemnifying party shall be entitled to take control of the defense, investigation or settlement of the Proceeding and the indemnified party agrees to reasonably cooperate, at the indemnifying party's cost in the ensuing investigations, defense or settlement.
7.
Notices.  Any notices required by this Agreement shall be in writing and shall be addressed, and delivered or mailed postage prepaid, or faxed or emailed to the other parties hereto at such addresses as such other parties may designate from time to time for the receipt of such notices.  Until further notice, the address of each party to this Agreement for this purpose shall be the following:
If to the Client:
 
            Otis Collection LLC
 335 Madison Ave, 16th Fl
 New York, NY 10017
 
            Attn: – Keith Marshall
Tel: (201) 479-4408
Email: keith@otiswealth.com
 
If to Dalmore:
 
Dalmore Group, LLC.
525 Green Place
            Woodmere, NY 11598
Attn:  Etan Butler, Chairman
Tel:  917-319-3000
            etan@dalmorefg.com
 
8.
Confidentiality and Mutual Non-Disclosure:
a.
Confidentiality.
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i.
Included Information. For purposes of this Agreement, the term “Confidential Information” means all confidential and proprietary information of a party, including but not limited to (i) financial information, (ii) business and marketing plans, (iii) the names of employees and owners, (iv) the names and other personally-identifiable information of users of the third-party provided online fundraising platform, (v) security codes, and (vi) all documentation provided by Client or Investor.
ii.
Excluded Information. For purposes of this Agreement, the term “confidential and proprietary information” shall not include (i) information already known or independently developed by the recipient without the use of any confidential and proprietary information, or (ii) information known to the public through no wrongful act of the recipient.
iii.
Confidentiality Obligations. During the Term and at all times thereafter, neither party shall disclose Confidential Information of the other party or use such Confidential Information for any purpose without the prior written consent of such other party. Without limiting the preceding sentence, each party shall use at least the same degree of care in safeguarding the other party’s Confidential Information as it uses to safeguard its own Confidential Information. Notwithstanding the foregoing, a party may disclose Confidential Information (i) if required to do by order of a court of competent jurisdiction, provided that such party shall notify the other party in writing promptly upon receipt of knowledge of such order so that such other party may attempt to prevent such disclosure or seek a protective order; or (ii) to any applicable governmental authority as required by applicable law.  Nothing contained herein shall be construed to prohibit the SEC, FINRA, or other government official or entities from obtaining, reviewing, and auditing any information, records, or data. Issuer acknowledges that regulatory record-keeping requirements, as well as securities industry best practices, require Provider to maintain copies of practically all data, including communications and materials, regardless of any termination of this Agreement.
9.
Miscellaneous.
 
a.
ANY DISPUTE OR CONTROVERSY BETWEEN THE CLIENT AND PROVIDER RELATING TO OR ARISING OUT OF THIS AGREEMENT WILL BE SETTLED BY ARBITRATION BEFORE AND UNDER THE RULES OF THE ARBITRATION COMMITIEE OF FINRA.  
 
b.
This Agreement is non-exclusive and shall not be construed to prevent either party from engaging in any other business activities
 
6
 
c.
This Agreement will be binding upon all successors, assigns or transferees of Client.  No assignment of this Agreement by either party will be valid unless the other party consents to such an assignment in writing. Either party may freely assign this Agreement to any person or entity that acquires all or substantially all of its business or assets. Any assignment by the either party to any subsidiary that it may create or to a company affiliated with or controlled directly or indirectly by it will be deemed valid and enforceable in the absence of any consent from the other party.
 
d.
Neither party will, without prior written approval of the other party, place or agree to place any advertisement in any website, newspaper, publication, periodical or any other media or communicate with the public in any manner whatsoever if such advertisement or communication in any manner makes reference to the other party, to any person or entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control, with the other party and to the clearing arrangements and/or any of the Services embodied in this Agreement.  Client and Dalmore will work together to authorize and approve co-branded notifications and client facing communication materials regarding the representations in this Agreement.  Notwithstanding any provisions to the contrary within, Client agrees that Dalmore may make reference in marketing or other materials to any transactions completed during the term of this Agreement, provided no personal data or Confidential Information is disclosed in such materials.
 
e.
THE CONSTRUCTION AND EFFECT OF EVERY PROVISION OF THIS AGREEMENT, THE RIGHTS OF THE PARTIES UNDER THIS AGREEMENT AND ANY QUESTIONS ARISING OUT OF THE AGREEMENT, WILL BE SUBJECT TO THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.  The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party
 
f.
If any provision or condition of this Agreement will be held to be invalid or unenforceable by any court, or regulatory or self-regulatory agency or body, the validity of the remaining provisions and conditions will not be affected and this Agreement will be carried out as if any such invalid or unenforceable provision or condition were not included in the Agreement.
 
g.
This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreement relating to the subject matter herein. The Agreement may not be modified or amended except by written agreement.
 
h.
This Agreement may be executed in multiple counterparts and by facsimile or electronic means, each of which shall be deemed an original but all of which together shall constitute one and the same agreement.
 
[SIGNATURES APPEAR ON FOLLOWING PAGE(S)]
7
 
 
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
CLIENT: Otis Collection LLC
 
 
 
By
/s/ Keith Marshall
 
Name:
Keith Marshall
 
Its:
General Counsel
 
Dalmore Group, LLC:
 
 
 
By
/s/ Etan Butler
 
Name:
Etan Butler
 
Its:
Chairman
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Exhibit A
 
Services:
a.
Dalmore Responsibilities – Dalmore agrees to:
 
i.
Review investor information, including KYC (Know Your Customer) data, perform AML (Anti-Money Laundering) and other compliance background checks, and provide a recommendation to Client whether or not to accept investor as a customer of the Client;
ii.
Review each investor’s subscription agreement to confirm such Investor’s participation in the Offering, and provide a determination to Client whether or not to accept the use of the subscription agreement for the Investor’s participation;
iii.
Contact and/or notify the issuer, if needed, to gather additional information or clarification on an investor;
iv.
Not provide any investment advice nor any investment recommendations to any investor;
v.
Keep investor details and data confidential and not disclose to any third-party except as required by regulators or in our performance under this Agreement (e.g. as needed for AML and background checks);
vi.
Coordinate with third party providers to ensure adequate review and compliance; and
vii.
Serve as the broker of record for the Offering.
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