Summary: How the Single Sentence in the Cardone Non Accredited Fund’s July 29, 2025 Offering Circular Resolves the Pinter v. Dahl Statutory Seller Question Against Defendant Grant Cardone.

On July 29, 2025, Cardone Capital LLC filed Post-Qualification Amendment No. 4 to the Regulation A Tier II offering circular for Cardone Non Accredited Fund, LLC. The amendment was qualified by the Securities and Exchange Commission and the offering circular has, from that date through the present, been the active marketing document used to solicit retail non-accredited investors at cardonecapital.com. (Scroll down to read the document). 

The offering circular was signed by Grant Cardone as the Managing Member of Cardone Capital LLC. It is a sworn document filed with the federal regulator that governs the offering. It is the document that, in the words of every Reg A retail subscriber’s onboarding flow, describes the issuer to the prospective investor.

On page 12 of that offering circular, in the very first risk factor, is Cardone Capital’s total dependence upon Grant Cardone as an irreplicable person. In other words, Grant Cardone is the L. Ron Hubbard of Cardone Capital:

“We are significantly dependent on Grant Cardone. The loss or unavailability of his services would have an adverse effect on our business, operations and prospects in that we may not be able to obtain new management under the same financial arrangements, which could result in a partial loss or return of your investment.”

And, two sentences later, the disclosure that is the subject of this article:

The Company’s investment in properties and the attainment of new investors is significantly dependent on Grant Cardone. We expect that our investor base will be largely drawn from Mr. Cardone’s exposure on social media and on media content delivered over the Manager’s website.

This sentence is the issuer’s own sworn admission that Grant Cardone’s social media presence is the primary fundraising mechanism for the offering. The investor base will be “largely drawn from” Cardone’s social media exposure. The disclosure is in the four corners of the offering circular.

It is filed with the SEC. It is signed by Grant Cardone himself. It is the operative description of how the offering reaches its retail buyers.

This article is about why this single sentence resolves, in favor of the Pino plaintiffs and against Cardone Capital LLC, the central legal question now in active discovery in Pino v. Cardone Capital, LLC — the certified federal securities class action proceeding in the Central District of California. The question is whether Grant Cardone’s social media activity is statutory solicitation under Section 12(a)(2) of the Securities Act of 1933, as construed by the Supreme Court in Pinter v. Dahl, 486 U.S. 622 (1988). The Cardone defense for five years has argued that it is not. Grant Cardone’s own offering circular says it is.

Cardone, in the framing this article will return to, wants the social media presence both ways. He wants the social media to drive the retail investor base into his Reg A funds, because without it the funds do not exist as fundraising instruments. He wants the same social media to be unaccountable motivational content for which he bears no statutory selling liability. The offering circular has chosen the first answer. The Pino defense has chosen the second. The two positions cannot both be
true under federal securities law.

Despite the Pino Class Action Lawsuit, Grant Cardone Continues to Make Financial Claims in Social Media

May 11, 2026: As we write this article today, Cardone Capital is online at its main website offering “targeted 20% returns”: 

“Targeted 20% returns” is the kind of forward-looking performance representation that securities counsel pay close attention to. Several elements compound the exposure.

The phrase “targeted” is doing legal work that the rest of the sentence undermines. A target is, in the strict sense, an aspirational goal rather than a projection. But the surrounding language — “best in class,” “explosive returns of Bitcoin’s potential,” “the perfect hedge,” “flawless track record” — frames the 20% number not as an aspirational target but as the expected outcome. The combination of “targeted 20% returns” with “flawless track record” is the construction that historically attracts SEC enforcement attention because it presents an aspirational number against a backdrop of claimed certainty.

The phrase “what some call the perfect hedge” is a classic securities-counsel red flag. Attributing a superlative claim to unnamed third parties is a rhetorical technique that allows a promoter to make the claim while distancing themselves from it. SEC enforcement actions have repeatedly cited this construction as evidence of intent to mislead, because the “some call” language allows the principal to argue that the superlative is not his own claim while ensuring that the prospective investor receives the superlative as part of the pitch.

The phrase “flawless track record” is the most exposed claim in the paragraph. Cardone Capital’s track record is the subject of active litigation. The Pino case specifically challenges Cardone’s representations about fund performance. Our May 1, 2026 article on Cardone REIT I documented that the entity is a negative-equity vehicle held together by $27 million in affiliate loans. Representations of “flawless track record” while the lead plaintiff in an active federal class action is pursuing motion to compel against the defendant’s document production is the kind of contemporaneous public statement that plaintiffs’ counsel will introduce as evidence of continuing misrepresentation.

This same marketing page presents four quantified performance metrics. $600 million in “investor distributions.” 20,020 “total investors.” $1.9 billion in “total funds raised.” $5.3 billion in “total AUM.” Each of these figures is testable against the audited financial statements of the underlying Cardone fund vehicles. The Pino plaintiffs and their counsel now have a documented snapshot of the public-facing aggregate performance representations that Cardone Capital is currently making to prospective non-accredited retail subscribers, captured during the active discovery phase of the certified federal securities class action. The figures will be compared, in discovery, to the fund-level Form 1-K and Form 1-SA disclosures that the same funds file with the SEC. Any divergence between the marketing-page aggregates and the regulatory-filing aggregates becomes evidence in the Pino case.

Pinter v. Dahl and the Statutory Seller Question

Section 12(a)(2) of the Securities Act of 1933 imposes civil liability on “any person who offers or sells a security” by means of a prospectus or oral communication that contains an untrue statement of a material fact or omits to state a material fact. The statute does not define “offers or sells” in a way that resolves modern marketing channels. The Supreme Court did, in Pinter v. Dahl, decided in 1988.

Pinter held that statutory seller status under Section 12 reaches two categories of defendant. The first is the person who passes title to the buyer — the principal seller. The second is the person who “successfully solicits the purchase, motivated at least in part by a desire to serve his own financial interests or those of the securities owner.” The second prong is the solicitation prong. It is the prong that controls every modern internet, broadcast, and social-media-based securities marketing case.

To establish solicitation under Pinter, the plaintiff must show two elements. First, that the defendant’s activity was successful — meaning that the activity in fact moved the plaintiff to purchase. Second, that the defendant was motivated, at least in part, by a desire to serve their own financial interests or those of the securities owner. Both elements are factual inquiries. They are determined by reference to the actual conduct of the defendant and the actual structure of the relationship between the defendant and the offering.

The Cardone defense in Pino has, from the original September 2020 complaint forward, argued that Grant Cardone’s social media activity does not satisfy the Pinter solicitation test. The defense theory has shifted across the procedural history of the case but has consistently maintained some version of the following: that Cardone’s YouTube videos, Instagram posts, podcast appearances, 10X Growth Conference presentations, and other public-facing content are general business promotion, motivational content, brand-building, or non-actionable opinion; that they exist independently of the Reg A offerings; that they do not constitute solicitation of any specific security; and that Cardone is therefore not a statutory seller of the Reg A units.

On April 27, 2021, this defense theory persuaded the District Court for the Central District of California, which dismissed the original Pino complaint with prejudice. On December 21, 2022, the Ninth Circuit reversed in part and remanded for the plaintiff to attempt to re-plead. On October 4, 2023, the district court dismissed the second amended complaint with prejudice. On June 10, 2025, the Ninth Circuit reversed again — this time finding that the plaintiff had stated a plausible Pinter solicitation claim that was entitled to discovery. On August 1, 2025, the Ninth Circuit denied the petition for rehearing en banc. On March 27, 2026, the district court entered class certification under Federal Rule of Civil Procedure 23(b)(3).

The case is now in active discovery. The defense theory that Cardone’s social media is not solicitation will be tested against the actual record of Cardone’s social media activity. The plaintiffs will present evidence of what Cardone said, when he said it, who saw it, and what subscribers did in response. The defense will present its own evidence and characterizations. The factfinder will, at the close of discovery, determine whether the social media activity satisfies the Pinter solicitation test.

That entire factual proceeding is partially short-circuited by what the issuer has already sworn to in the offering circular.

The Offering Circular Has Already Answered the Question

Read the offering circular sentence again, this time with the Pinter test in mind:

“We expect that our investor base will be largely drawn from Mr. Cardone’s exposure on social media and on media content delivered over the Manager’s website.”

The sentence makes four representations, each of which corresponds to an element of Pinter solicitation analysis.

First, the sentence identifies an investor base. The investor base is the set of persons who will subscribe to the Class A Interests being offered by Cardone Non Accredited Fund. This is the universe of statutory buyers under Section 12(a)(2).

Second, the sentence identifies the source from which the investor base will be drawn. The source is “Mr. Cardone’s exposure on social media and on media content delivered over the Manager’s website.”

The Manager is Cardone Capital LLC. Mr. Cardone is Grant Cardone personally. The source of the investor base is therefore the social media activity and the website content of Grant Cardone and his Manager.

Third, the sentence describes the magnitude of the relationship between the source and the investor base. The investor base will be “largely drawn from” the social media exposure. “Largely” is the issuer’s own characterization. It is not “in part” or “to some extent” or “as one of several channels.” It is largely. The social media exposure is, by the issuer’s own admission, the primary mechanism by which the investor base reaches the offering.

Fourth, the sentence is forward-looking. It “expects” that the investor base will be drawn from this source. The expectation is the issuer’s own representation about the operational reality of the offering at the time the offering circular was filed and qualified. It is the issuer’s own description of how the offering’s distribution mechanism is intended to work.

Translate these four representations into Pinter terms.

The Pinter solicitation prong asks whether the defendant’s activity successfully moved the plaintiff to purchase. The offering circular admits that the social media exposure is the activity from which the investor base is drawn. “Largely drawn from” means, in plain English, that the social media exposure is the cause of the subscription. The offering circular does not say that the social media activity merely informs the investor or generally promotes the brand. It says the investor base is drawn from the activity. The drawing of the investor base into the offering is the solicitation. It is what Pinter asks about.

The Pinter financial-motivation prong asks whether the defendant was motivated, at least in part, by a desire to serve their own financial interests. The offering circular’s fee table — detailed across pages 36 to 38 of the same document — discloses the Manager’s compensation structure.

Cardone Capital LLC, owned 100 percent by Grant Cardone, holds 100 percent of the Class B Interests in the fund. The Manager receives a 1 percent acquisition fee on each property purchase, a 1 percent annualized asset management fee on contributed capital, a 1 percent disposition fee on each property sale, a 1 percent financing coordination fee on each loan placed, and 20 percent of distributable cash flow as the Class B carry. Every dollar of subscription that flows through the social media channel produces some combination of these fees and Class B economics, all of which flow to Grant Cardone.

There is no factual dispute about the Manager’s financial motivation. The offering circular discloses the fee structure on its face. The financial motivation prong of Pinter is satisfied by the document’s own disclosure of how the Manager is compensated. The social media activity that drives the investor base into the offering generates Manager compensation. That is the financial interest the Pinter test asks about.

Both prongs of Pinter are satisfied by the offering circular’s own representations. The defense theory that the social media is general motivational content unrelated to the offering is contradicted by the issuer’s own sworn description of the offering’s distribution mechanism. The case for statutory seller status is, on the face of the offering circular, made by the issuer.

Wanting It Both Ways

The structural problem with the Cardone defense theory in Pino is the contradiction between the marketing premise of the Reg A franchise and the litigation premise of the federal securities defense. The two premises require opposite characterizations of the same conduct.

The marketing premise of the Cardone Reg A franchise is that Grant Cardone is the personally indispensable deal-maker whose social media presence drives retail capital into multifamily real estate vehicles managed by his Manager. This premise is documented in the offering circulars.

It is the basis on which prospective investors are told that the funds are dependent on him.

It is the reason the offering circulars contain the “significantly dependent on Grant Cardone” risk factor. The dependency is not a hypothetical.

It is the operational structure of the franchise. Without Cardone’s social media, the Reg A vehicles do not generate retail subscriptions at scale. The 96 percent collapse in Cardone Non Accredited Fund retail subscriptions during 2025, documented in the fund’s April 30, 2026 Form 1-K, is empirical evidence of what happens when the social media-to-subscriber conversion stops working. The funds depend on the conversion. The conversion depends on the social media. The premise is not subtle.

The litigation premise of the Pino defense is that the same social media activity is general motivational content for which Grant Cardone bears no statutory selling liability. The defense has variously characterized the YouTube videos, Instagram posts, podcasts, and 10X Growth Conference content as puffery, brand-building, business advice, motivational speaking, or non-actionable opinion.

The defense premise requires that the social media activity be separable from the Reg A offerings — that it be general public-facing content that exists for purposes other than soliciting securities subscriptions, and that subscribers who happen to subscribe after consuming the content do so on the basis of factors other than the content itself.

These two premises cannot both be true. If the social media is the primary mechanism by which the investor base is drawn into the offering — which the offering circular says it is — then the social media is solicitation activity under Pinter. If the social media is unrelated motivational content — which the Pino defense says it is — then the offering circular’s representation that the investor base is largely drawn from it is materially misleading.

The issuer cannot have it both ways. The marketing premise that justifies the Reg A franchise’s existence is the same premise that establishes Pinter solicitation liability. The defense premise that defeats Pinter solicitation liability is the same premise that would render the offering circular’s description of the offering’s distribution mechanism a material misrepresentation.

This is not a clever lawyering trap. It is the structural reality of any social-media-driven Reg A offering. If the social media drives the offering, the social media is solicitation. If the social media does not drive the offering, the offering circular’s disclosure is wrong. There is no third option. The Cardone Capital franchise is built on the first premise. The Pino defense relies on the second. The contradiction is in the four corners of the issuer’s own primary disclosure document.

The 2018 Elena Cardone Episode: A Preview of the Same Problem

This is not the first time I have written about Grant Cardone’s plans to raise non-accredited capital. On September 10, 2018, eight years ago, I wrote a piece on this site titled “Scientologist Grant Cardone to Open a Non-Accredited Investment Fund Controlled by FCC Rules: What Could Possibly Go Wrong?“

The occasion for the 2018 piece was a Facebook post by Elena Cardone, Grant’s wife, announcing that she had convinced Grant to open a non-accredited fund for friends and family. Elena Cardone’s post stated that the fund would operate “per FCC rules.” The Federal Communications Commission does not regulate securities. Elena Cardone, doing some informal selling to friends and family on Facebook, had confused the SEC with the FCC.

The error was, on its surface, a small one. Anyone can confuse two federal three-letter agencies. The 2018 piece treated the error as funny rather than legally consequential, with a line suggesting Elena report to Cramming — the Scientology error-correction protocol — and clear up the misunderstood word.

But there is something more substantive going on in the Elena Cardone Facebook post that becomes consequential when read against the 2025 offering circular admission. Elena Cardone, in 2018, was an informal channel through which a Cardone family member solicited friends and family for a non-accredited investment offering on social media. She announced the formation of the fund. She explained who could invest. She characterized the regulatory framework, however erroneously.

That activity, in September 2018, was solicitation activity in plain English. Elena was a non-licensed person making representations on social media about a non-accredited investment offering, motivated by her relationship to the offering’s principal — her husband, Grant Cardone, who would receive the Manager-affiliate economics on any subscription that resulted.

She was not licensed as a broker-dealer. She had no securities training. She confused the names of federal regulatory agencies. She was, in the structure of how the Cardone Reg A franchise has operated from the beginning, performing the same function that Grant Cardone has subsequently performed at scale: using a social media platform to drive prospective investors into a non-accredited offering for which the speaker stood to benefit financially.

The 2018 episode is the prequel to what the 2025 offering circular admits. From the moment the Cardone non-accredited fundraising structure was conceived, social media was the channel. The channel ran first through Elena’s Facebook posts to friends and family. It ran subsequently, and at vastly greater scale, through Grant Cardone’s Instagram, YouTube, podcast, and 10X Growth Conference reach. The structure has been constant. The volume has scaled. The legal question — whether the social media activity is statutory solicitation — was the same question in 2018 that it is now in 2026.

In 2018, Elena Cardone confused the SEC with the FCC and described a non-accredited offering on Facebook in language that no securities counsel would have approved. In 2025, the offering circular signed by Grant Cardone himself admits in formal SEC filing language that the offering’s investor base is largely drawn from Grant’s social media exposure. Eight years apart, the same structural fact is documented in two registers.

The 2018 Facebook post was a casual announcement. The 2025 offering circular is a sworn federal securities filing. Both describe the same operational reality: the Cardone family raises non-accredited capital through social media, and the social media activity is the mechanism by which retail investors are brought into the offerings.

The 2018 piece closed with the question “What could possibly go wrong?” The answer, eight years later, is Pino v. Cardone Capital.

What went wrong is that the social media-driven non-accredited fundraising structure produced a class of approximately 2,200 retail investors in CEF V, an unknown number in CEF VI, approximately $74.9 million worth of Reg A retail subscribers in REIT I, and approximately $48 million worth of retail subscribers in CNAF — and at least one of those investors, Luis Pino, brought a class action whose certification has now reached the discovery phase. The volume of the fundraising activity has multiplied since 2018. The legal exposure has multiplied with it.

The Disclosure Asymmetry of the Risk Factor as Admission

The legal device the Cardone offering circular uses to disclose the social media dependency is the risk factor format. Risk factor disclosures occupy a peculiar position in securities law. They are presented as warnings about possible adverse outcomes. Their substantive content describes operational realities. They function legally as protections against nondisclosure claims — the issuer cannot be said to have hidden a risk that was disclosed in the risk factor section. They function operationally as admissions of the structure they describe.

The “significantly dependent on Grant Cardone” risk factor is, on its face, a warning to prospective investors that the loss of Cardone’s services would adversely affect the fund. The same risk factor, on examination, is an admission that the fund’s existence depends on Cardone’s social media presence. The two functions are not in tension within the risk factor format.

They are the two sides of the same disclosure.

The defense will argue that the risk factor is a warning, not an admission. The argument will be that the risk factor describes a contingent future state — what would happen if Cardone became unavailable — rather than the current operational reality. The argument will be that risk factor language should not be read as describing how the offering currently functions. The argument has surface plausibility because the risk factor format is conventionally read as protective rather than descriptive.

The plaintiffs will argue, and the Ninth Circuit’s June 2025 reversal already moved toward the position, that risk factors describe the actual operational structure of the issuer. The risk factor reflects what the issuer believes will happen, not a hypothetical. The “investor base will be largely drawn from Mr. Cardone’s exposure on social media” sentence is in the present tense of expectation. It describes how the offering is intended to function and how the issuer expects it to function. It is the issuer’s own characterization of the offering’s distribution mechanism.

The factual question for the Pino discovery process is whether the offering’s distribution mechanism in fact operated the way the risk factor said it would. The answer is empirically yes. The 2024 fundraising of $46 million in CNAF subscriptions, almost entirely sourced through Cardone’s social media exposure, is direct evidence that the risk factor description was accurate.

The 2025 collapse to under $2 million is direct evidence of what happens when the social media-to-subscriber conversion stops working. The risk factor described an operational reality that the subsequent fundraising results confirmed.

The disclosure asymmetry is therefore not between what the offering circular admits and what is actually true. It is between what the offering circular admits as a risk factor and what the Pino defense theory claims about the same conduct. The offering circular admits the social media is the solicitation channel. The defense theory denies the same. The contradiction is internal to the Cardone Capital legal posture, not between the offering circular and reality.

Why This Matters Beyond Pino

The structural problem this article identifies extends beyond the named defendants in Pino v. Cardone Capital. The Pino plaintiff class is currently certified to include investors in Cardone Equity Fund V and Cardone Equity Fund VI — the two Reg A vehicles named in the original complaint. The Ninth Circuit’s June 2025 opinion and the March 2026 class certification have not formally extended the class to include subscribers to other Cardone Reg A vehicles. But the legal theory the Ninth Circuit accepted is not specific to CEF V and CEF VI. It is a theory about the Cardone Capital fundraising mechanism. It applies to any Cardone Reg A vehicle that uses the same mechanism.

The same mechanism is documented in the offering circulars of every Cardone Reg A vehicle. CEF V’s 2018 offering circular, REIT I’s 2021 offering circular, CNAF’s 2023 offering circular, and CNAF’s July 2025 amendment all contain some version of the social media dependency disclosure. The language has evolved across the eight years the offerings have run. The substance has been constant. Each offering circular admits, in the issuer’s own sworn language, that the investor base is drawn from Grant Cardone’s social media exposure.

This means the Pinter solicitation theory the Ninth Circuit accepted in Pino is, on its face, available to subscribers in every Cardone Reg A vehicle. The legal theory does not depend on facts specific to CEF V or CEF VI. It depends on the structural fact that the offerings are distributed through Cardone’s social media presence and that the subscribers are drawn into the offerings from that presence. That structural fact is documented in every Cardone offering circular. It is documented at the moment of each offering’s qualification. It is documented in the most recent operative document, the July 29, 2025 CNAF amendment.

The exposure landscape, considered franchise-wide, is therefore substantial. Cumulative Cardone Reg A fundraising across all vehicles from 2018 through 2025 is in the range of $250 to $300 million in retail subscriptions. The Pinter solicitation theory the Ninth Circuit has accepted, if it ultimately produces liability findings in Pino, opens the door to similar claims by retail subscribers in REIT I, CNAF, and any future Cardone Reg A vehicle that operates on the same fundraising mechanism.

The class action vehicle for these claims would have to be brought separately — the Pino class certification covers only the named CEF V and CEF VI funds — but the legal infrastructure for those subsequent actions would be built on the same Pinter analysis the Ninth Circuit has now sustained.

This is the structural reason the February 26, 2026 tokenization announcement matters in the broader strategic picture. Tokenization moves the fundraising channel away from Reg A subscriptions and toward a different distribution model. The new model may or may not preserve the social-media-to-subscriber conversion, but it almost certainly involves a different securities-law framework.

The motivation for tokenization is, on this reading, partially defensive. The social-media-driven Reg A model has now been recognized by the Ninth Circuit as a model in which the social media activity may be statutory solicitation. Continuing to operate that model produces accumulating exposure. Tokenizing the underlying assets and distributing the resulting tokens through a different channel may, depending on the structure of the tokenization, reduce or restructure that exposure.

Whether the tokenization plan in fact reduces the legal exposure or merely transfers it to a different securities-law framework is a question that requires the tokenization disclosures to be analyzed when they emerge. The Cardone offering circulars filed through July 2025 do not disclose the tokenization plan. The offering circular that prospective subscribers are currently being shown at cardonecapital.com still describes a Reg A retail subscription model with social media as the primary fundraising channel. Whatever the tokenization plan eventually involves, it has not yet been incorporated into the active offering disclosures.

The Forensic Conclusion

Grant Cardone’s offering circular admits, in language signed by Cardone himself and filed with the SEC, that his social media presence is the primary mechanism by which the investor base is drawn into his Reg A funds. The admission is in the four corners of the operative offering document for the Cardone Non Accredited Fund. It has been there since the offering circular was first amended in this form, and remains there in the July 29, 2025 amendment that is currently active.

The Pino defense theory that Cardone’s social media activity is general motivational content unrelated to the Reg A offerings is contradicted by the issuer’s own sworn description of how the offerings are distributed. The contradiction is not between the offering circular and external evidence. It is between two positions the same defendant has taken in two different proceedings — the marketing position in the SEC filing and the litigation position in the federal court.

Cardone wants the social media presence to drive the funds. The offering circulars admit this is what it does. He simultaneously wants the same social media presence to be unaccountable for what he says on it. Federal securities law does not permit this combination.

If the social media is the solicitation channel for the offerings — which the offering circular says it is — then the speaker bears statutory selling liability for what the speaker says on the channel about the offerings. Pinter v. Dahl is forty years old. The Ninth Circuit’s June 2025 application of Pinter to Cardone’s social media is the first time a federal court of appeals has applied the test to the precise structure of a social-media-driven Reg A franchise. The test answers the question. The offering circular has already provided the facts.

The structural feature this article describes is not exotic. It is the obvious consequence of building a non-accredited retail fundraising machine on a personal social media presence. The fundraising machine works because the social media works. The social media works because it persuades retail investors that the speaker is an investment authority worth following.

The investors, having been persuaded, subscribe to the offerings. The subscriptions generate fees and Class B economics for the speaker’s affiliates. The economic logic of the franchise depends on the persuasive activity. The persuasive activity is the solicitation. The solicitation, under Pinter, generates statutory selling liability for material misstatements made in the persuasive activity.

Eight years ago, when Elena Cardone announced on Facebook that she was opening a non-accredited fund “per FCC rules,” I asked the question: what could possibly go wrong? The answer was always going to be: the social media solicitation question would eventually reach the federal court of appeals, and the court would eventually have to decide whether casual social media announcements about non-accredited offerings were statutory solicitation. That moment arrived in June 2025. The Ninth Circuit answered yes. Cardone Capital is now in active discovery in the consequences of that answer.

The offering circular Cardone filed five weeks after the Ninth Circuit’s reversal contains the admission that resolves the Pinter solicitation question. The admission was not new in July 2025. The same disclosure language appears in earlier amendments and in earlier vehicles’ offering circulars.

But the July 2025 amendment is the operative version, sworn to by Cardone after the Ninth Circuit’s reversal, knowing that the case had been remanded to the district court for the very factual question the offering circular admits.

The disclosure is consistent. The contradiction with the Pino defense theory is consistent. The litigation will reach a result that depends on whether the factfinder reads the offering circular as the issuer’s own admission or as a risk-factor warning that does not bear on the underlying conduct.

Our read is that the offering circular is what it appears to be. It is an admission, signed by the defendant, filed with the federal regulator, that establishes the facts the plaintiffs need under Pinter. The case will continue to develop in discovery, but the central legal question has been answered by the issuer’s own sworn document. The social media is the solicitation. The solicitation is the offering. The defendant is the seller. The buyers, if they were misled, have the rights that Section 12(a)(2) confers.

Sources

Primary SEC filing: Cardone Non Accredited Fund, LLC, Post-Qualification Amendment No. 4 to the Offering Circular on Form 1-A, dated July 29, 2025, Commission File No. 024-12283, accession number 0001477932-25-005307. 

Comparable language in earlier Cardone Reg A offering circulars: Cardone Equity Fund V, LLC, Form 1-A and subsequent amendments, Commission File No. 024-10865; Cardone REIT I, LLC, Form 1-A and subsequent amendments; CNAF earlier amendments preceding the July 29, 2025 amendment.
Procedural history: Pino v. Cardone Capital, LLC, et al., Case No. 2:20-cv-08499-JFW-KS (C.D. Cal.);

Pino v. Cardone Capital, LLC, No. 21-55564 (9th Cir. December 21, 2022);

Pino v. Cardone Capital, LLC, No. 23-3512 (9th Cir. June 10, 2025); Pino v. Cardone Capital, LLC, denial of rehearing en banc (9th Cir. August 1, 2025); Pino v. Cardone Capital, LLC, Order Granting Class Certification (C.D. Cal. March 27, 2026).

Controlling law: Pinter v. Dahl, 486 U.S. 622 (1988) (statutory seller analysis under Section 12 of the Securities Act of 1933); Securities Act of 1933, Section 12(a)(2), 15 U.S.C. Section 77l(a)(2).

Earlier coverage on this site: Jeffrey Augustine, “Scientologist Grant Cardone to Open a Non-Accredited Investment Fund Controlled by FCC Rules: What Could Possibly Go Wrong?” The Scientology Money Project, September 10, 2018.

Companion forensic articles on this site: “The 2025 Form 1-K Confirms It: Cardone REIT I Is a Negative-Equity Vehicle Held Together by $27 Million in Affiliate Loans,” May 1, 2026.

“Cardone Capital’s Other Reg A Vehicle: The 2025 Form 1-K of Cardone Non Accredited Fund Shows a 96% Collapse in Retail Fundraising,” May 9, 2026.

The SEC Filing Referenced in the opening paragraph of this article: Cardone Capital LLC Post-Qualification Amendment No. 4 to the Regulation A Tier II offering circular for Cardone Non Accredited Fund, LLC: