Short-term, high-yield real estate debt investments for everyone

Last Funded November 2022


raised from 1,742 investors


We have financial statements ending December 31, 2022. Our cash in hand is $4,509,524, as of March 2023. Over the three months prior, revenues averaged $2,101,673/month, cost of goods sold has averaged $282,820/month, and operational expenses have averaged $2,373,600/month.

At a Glance

Jan 1 – Dec 31, 2022
Net Loss
Short-Term Debt
Raised in 2022
Cash on Hand
Net Margin:
Gross Margin:
Return on Assets:
Earnings per Share:
Revenue per Employee:
Cash to Assets:
Revenue to Receivables:
Debt Ratio:
GFI Financial Statements and Footnotes - December 31 2022 - CLEAN 3.6.2023 .pdf GFI - Audited Financial Statements FNs - 12.31.2021 3.12.2022 .pdf Audited - Financial Statements - December 31 2020.pdf

Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this offering. Some of the information contained in this discussion and analysis, including information regarding the strategy and plans for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.


Short-term, high-yield real estate debt investments for everyone.

Groundfloor offers short-term, high-yield real estate debt investments to the general public. We believe that everyone should have the freedom to invest on their own terms.

A trusted brand that serves millions of investors in global markets with over $10 billion in assets under management and $1.0 billion in annual revenue.


Groundfloor Finance Inc. was incorporated in the State of Georgia in January 2013.

Since then, we have:

  • First and only company qualified by the SEC to issue payment-dependent real estate notes
  • Our platform makes investing safe, easy, and predictable – with no fees, ever
  • Short-term, high-yield investments that average a 10% annual return
  • Nearly 200,000 users and growing quickly
  • Over $1.0 billion invested on the platform to date
  • Winner of over two dozen industry and innovation awards
  • Annual revenue CAGR of 62% since 2018, on track to grow from $14.1m in 2021 to $23.1m in 2022

Historical Results of Operations

  • Revenues & Gross Margin. For the period ended December 31, 2022, the Company had revenues of $21,792,723 compared to the year ended December 31, 2021, when the Company had revenues of $11,220,099. Our gross margin was 90.6% in fiscal year 2022, compared to 87.8% in 2021.
  • Assets. As of December 31, 2022, the Company had total assets of $269,221,826, including $4,466,138 in cash. As of December 31, 2021, the Company had $192,996,368 in total assets, including $2,641,950 in cash.
  • Net Loss. The Company has had net losses of $5,370,918 and net losses of $3,948,774 for the fiscal years ended December 31, 2022 and December 31, 2021, respectively.
  • Liabilities. The Company's liabilities totaled $259,743,248 for the fiscal year ended December 31, 2022 and $192,993,249 for the fiscal year ended December 31, 2021.

Liquidity & Capital Resources

To-date, the company has been financed with $33,515,696 in equity and $10,695,830 in convertibles.

Our projected runway is 12 months before we need to raise further capital.

We plan to use the proceeds as set forth in this Form C under "Use of Funds". We don’t have any other sources of capital in the immediate future.

We will likely require additional financing in excess of the proceeds from the Offering in order to perform operations over the lifetime of the Company. We plan to raise capital in 12 months. Except as otherwise described in this Form C, we do not have additional sources of capital other than the proceeds from the offering. Because of the complexities and uncertainties in establishing a new business strategy, it is not possible to adequately project whether the proceeds of this offering will be sufficient to enable us to implement our strategy. This complexity and uncertainty will be increased if less than the maximum amount of securities offered in this offering is sold. The Company intends to raise additional capital in the future from investors. Although capital may be available for early-stage companies, there is no guarantee that the Company will receive any investments from investors.

Runway & Short/Mid Term Expenses

Groundfloor Finance Inc. cash in hand is $4,509,524, as of March 2023. Over the last three months, revenues have averaged $2,101,673/month, cost of goods sold has averaged $282,820/month, and operational expenses have averaged $2,090,780/month, for an average burn rate of $271,927 per month. Our intent is to be profitable in 3 months.

There have been no material changes or trends to our finances or operations during the first quarter of 2023.

Over the next 3-6 months, we expect revenues to range between $6-8m and spending between $6-8m. Spending growth is driven by investments in customer acquisition and headcount growth across software, marketing, and product.

The core operating business has been profitable for over 24 months. Our profit is absorbed by investments to acquire investors, to enhance and improve our technology, and to continue developing new products and product features. Our decision to achieve profitability will be driven by runway and ability to afford growth investment. We believe we can achieve consistent and sustainable company level profitability within 3 months, if we decided to do so.

We have raised $1.3m in capital in the first quarter of 2023 and have more cash on hand that we did at December 31, 2022. Our core operating business is profitable at current revenue levels. Our cash burn is a result of significant investment in product development and customer research within our Software and Product Departments. Additionally, we choose to burn more capital through investor acquisition. Our investor acquisition costs today fuel our ability to grow 12 months from now. We will manage our spending decisions based on our revenue levels and runway timing.

All projections in the above narrative are forward-looking and not guaranteed.



No assurance can be given that investors will realize a return on their investments in us or that they will not lose their entire investment in our shares. In addition, the Series B3 Stock has limited rights, preferences and privileges which are substantially unlike traditionally offered shares of preferred stock. Also, holders of shares of our Series A Preferred Stock and Series Seed Preferred Stock have superior rights, preferences and privileges than those of investors in our Series B3 Stock including, but not limited to superior preemptive rights. Each prospective investor of our shares should carefully read this Offering Circular and specifically read and review the limited rights, preferences and privileges of the Series B3 Stock as more fully described in Offering Materials. ALL SUCH PERSONS OR ENTITIES SHOULD CONSULT WITH THEIR ATTORNEY OR FINANCIAL ADVISOR PRIOR TO MAKING AN INVESTMENT.


We may withdraw or abandon an offering of the Series B3 Stock at any time without penalty prior to issuance. If we abandon or withdraw an offering of the Series B3 Stock, we will promptly release all funds committed to purchasing shares of Series B3 Stock, but you will not earn any interest or return on any such funds. As a result, you will not have realized any benefit from the transaction and will have lost the opportunity to use your money elsewhere.


Shares of the Series B3 Stock and the Common Stock issuable upon conversion will not be listed on any securities exchange or interdealer quotation system. There is no trading market for the Series B3 Stock, and we do not expect that such a trading market will develop in the foreseeable future, nor do we intend to offer any features on the Groundfloor Platform to facilitate or accommodate such trading. Until our shares are listed, if ever, you may not sell your shares unless the buyer meets the applicable suitability and minimum purchase standards. Therefore, any investment in the Series B3 Stock and the Common Stock issuable upon conversion will be highly illiquid, and investors in the Series B3 Stock may not be able to sell or otherwise dispose of their shares in Series B3 Stock in the open market. Additionally, we currently have no redemption plan in place for the Series B3 Stock and do not expect to adopt any such redemption plans in the future. Because of the illiquid nature of the shares of Groundfloor Series B3 Stock, you should purchase our shares only as a long-term investment and be prepared to hold them for an indefinite period of time.

Other Disclosures

The Board of Directors

Director Occupation Joined
Nick Bhargava Co-Founder @ Groundfloor Finance Inc. 2013
Brian Dally Co-Founder @ Groundfloor Finance Inc. 2013
Bruce Boehm Professional Investor @ Retired 2014
Lucas Timberlake General Partner @ Fintech Ventures Fund 2019
Yair Goldfinger CEO @ AppCard 2022


Officer Title Joined
Nick Bhargava Co-Founder 2013
Brian Dally Co-Founder / CEO 2013
Chris Schmitt CTO 2014
Ben Sutton SVP Finance and Strategy 2017
Rhonda Hills COO 2018

Voting Power

No one has over 20% voting power.

Past Fundraises

Date Security Amount
3/2023 Priced Round $1,300,000
11/2022 Priced Round $2,098,263
4/2022 Priced Round $1,499,231
2/2022 Priced Round $5,833,201
11/2021 Convertible Note $3,738,830
8/2021 Priced Round $7,232,275
3/2020 Priced Round $538,720
12/2019 Convertible Note $3,607,000
7/2019 Priced Round $3,012,894
10/2018 Priced Round $1,500,000
7/2018 Priced Round $4,228,670
12/2017 Convertible Note $2,050,000
12/2015 Priced Round $4,748,705
11/2015 Convertible Note $250,000
8/2015 Priced Round $1,047,000
12/2014 Priced Round $475,000
8/2014 Convertible Note $885,000
12/2013 Convertible Note $165,000

Convertible Notes Outstanding

Issued Amount Valuation Cap

Outstanding Debts


Related Party Transactions


Use of Funds

$50,002 55.5% towards customer acquisition. We will run more digital ads. 37% towards product development, such as hiring additional engineers. 7.5% toward Wefunder intermediary fee

$4,999,990 55.5% towards customer acquisition. We will run more comprehensive digital marketing across ad, search, and social. 37% towards product development, we will hire several more engineering staff. 7.5% toward Wefunder intermediary fee Hitting our maximum target will allow us to hire a digital marketer and a marketing automation manager and spend the rest on digital campaigns / conversion campaigns. We will also hire more engineers for product development (mobile app work).

Capital Structure

Class of Security Securities (or Amount) Authorized Securities (or Amount) Outstanding
Series Seed Preferred 568,796 554,038
Series A Preferred 747,385 747,373
Common 6,000,000 2,594,169
Series B Preferred 441,940 441,940
Series B 2 243,348 189,270
Series B 3 230,000 52,265

Form C Filing on EDGAR

The Securities and Exchange Commission hosts the official Form C on their EDGAR web site.