HappyNest REIT Wind-Down: Redemptions Ended, Rescission Offer

What HappyNest REIT is, and what a holder owns

HappyNest REIT, Inc. is a Maryland corporation formed on February 14, 2018 that sold shares at $10.00 under Regulation A, mostly through a phone app run by its sponsor. By December 31, 2025 it had raised $3,056,057. It did not own buildings directly. Its 2025 annual report lists eight minority positions, two tenancy-in-common interests in FedEx facilities and six limited-partnership stakes, with an initial cost of $2,300,000, and carrying values of $1,047,957 and $1,300,000 on the balance sheet (equity method and cost method).

Two things follow from that structure (both our arithmetic). The two equity-method and cost-method lines together are $2,347,957, 92.8% of total assets, so almost everything a holder owns is a minority stake in someone else's property or fund. And the two FedEx properties carry their own debt: the filing's summary of those properties shows non-current liabilities of $11,600,000 at Fremont and $28,241,000 at Hermitage (100% basis, unaudited), which are not on HappyNest's balance sheet but sit ahead of its stake.

Until early 2026 it was run by an outside advisor owned by its sponsor. The filing says the advisory agreement “expired” on February 19, 2026, that the board resolved on April 28, 2026 not to renew it, that the chief executive left the sponsor and advisor effective March 26, 2026, and that a director resigned on April 27, 2026. Since March 26, 2026 the company no longer hosts its information on the app. Its web page, checked October 31, 2026, describes the company as “SEC-Reporting” and says nothing about redemptions, a rescission offer or a wind-down.

The sequence, from the filings

Read the first row against the rule. Regulation A lets an issuer keep selling under one offering statement only while “not more than three years have elapsed since the initial qualification date” (17 CFR 230.251(d)(3)(i)(F)), with a short extension if a new offering statement has been filed. The company's own note puts it this way: “the Regulation A exemption may not have been available for issuances of shares of the Company's common stock made on July 29, 2022 and after.”

What the termination of redemptions actually says

The Form 1-U is short. It gives one reason for ending the redemption program: “for compliance with the exemptive provisions of section 3(c)(5)(C) of the Investment Company of 1940.” That is an exception from investment-company registration; the company's circular says its subsidiaries expect to rely on it. The filing does not explain how the program conflicted with it. It gives a different reason for ending the dividend-reinvestment and round-up programs: “for compliance with Regulation A.”

A reader should know that the text under the dividend-reinvestment and round-up headings refers to “The Share Repurchase Program” in the sentences that give the termination dates. We read the dates by heading: reinvestment ended January 9, 2026 and the round-up program ended December 30, 2025, while the redemption program ended January 29, 2026. The table in our dataset notes this.

Redemptions before the end were small and slow. The 2025 annual report says the company redeemed 26,586 shares for $265,860 in 2025, with $263,003 of that already recorded as a liability on December 31, 2024 after the board approved it on December 20, 2024. The filing says that the related party settled that liability using funds it held for the company, which “did not result in a cash outflow by the Company.” Put differently, the company's own checking balance of $38,329 never funded the 2025 redemptions.

The rescission problem, in the company's words

The fiscal 2025 report says that if “a violation of Section 5 of the Securities Act did in fact occur or is occurring, eligible holders of our securities that participated in these offerings would have a right to rescind their transactions, and the Company may have to refund any amounts paid for the securities.” It adds that “Eligible security holders have not filed a claim against the Company alleging a violation of Section 5 of the Securities Act with respect to these transactions, but they could file a claim in the future.”

The statute that sits behind this (15 U.S.C. 77l(a)(1)) lets the buyer of a security sold in violation of Section 5 sue “to recover the consideration paid for such security with interest thereon, less the amount of any income received thereon, upon the tender of such security.” Section 13 (15 U.S.C. 77m) sets a clock for those claims: they must be brought “within one year after the violation upon which it is based.” This page does not say whether any holder's claim is still open. The latest purchase in the company's draft window, December 31, 2024, is 669 days old on October 31, 2026 (our arithmetic), but tolling, state law and the company's own offer may all change the answer, and that is a question for a securities lawyer.

Three observations, each from the documents:

• The numbers line up. 143,972 shares at $10.00 is $1,439,720 (our arithmetic), within one dollar of the balance-sheet line. The annual report's “approximately $1.15 million” in the business section matches the December 31, 2023 balance, not the later $1,439,721, so the narrative figure appears stale (our reading).
• The offer was never made. The draft said it would “commence within one week of qualification of the Offering Statement.” The offering statement, File No. 024-12327, was withdrawn on September 30, 2026 before it was ever qualified, and the withdrawal letter says nothing sold under it. We found no other filing that makes a rescission offer.
• Accepting would have closed the door. The draft circular says: “Federal courts have previously ruled that a person who rejects or fails to accept a rescission offer is precluded from later seeking similar relief,” and that the company believed acceptance would preclude later relief. It warned that the company would have to “devote sufficient cash resources” to pay those who accepted.

The price in the draft is stated as $10.00 plus interest. The statute's formula subtracts income received; the circular's description of the check does not mention a deduction for dividends. The draft's own example: someone who bought 10 shares on January 1, 2023 would receive “$100.00, plus interest in a statutory amount depending on the state in which you reside.” The state table was not in the text we could read, so we do not give interest rates.

Can the company pay?

Cash, the related-party receivable and the investment receivable add to $141,855, which is 9.9% of the $1,439,721 rescission balance (our arithmetic). The annual report says the company “segregated any and all funds received beginning July 29, 2022 through December 31, 2025,” but the balance sheet shows no separate cash line of that size, and the filing does not say where the segregated money is. The filings show a $750,000 purchase of the Hermitage interest on May 10, 2024, while the balance sheet carries $38,329 of cash.

The going concern paragraph is the auditor's, not ours. Assurance Dimensions, LLC (Coral Springs, Florida), in a report dated April 29, 2026, gave an unmodified opinion and added a section headed “Substantial Doubt about the Company's Ability to Continue as a Going Concern,” citing cash used in operations of $1,700, a net loss of $84,801 and an accumulated deficit of $905,617. Net loss fell from $214,312 in 2024. Total income was $159,470 in 2025 against operating expenses of $247,115. The company declared no dividend in 2025; its last declaration in the filings was $0.20 a share in January 2024, mostly paid in new shares.

About that $10.00 NAV: the annual report says it “reflects the current value of our real estate portfolio and our board of directors' decision to carry all assets at cost for 12 months,” and was to be updated “on or about June 30, 2026.” We found no update filing. On a $10.00 NAV, 335,605 shares would be worth $3,356,050 (our arithmetic); the book equity is $2,089,901, or 62.3% of that. Book equity is an accounting number, not a sale price, and several holdings are carried at cost.

What is not in the filings

• No plan. The wind-down is stated in one clause. No filing gives a timetable, an asset-sale process, a liquidating distribution or a vote.
• No semiannual report. The last Form 1-SA on EDGAR covers June 30, 2025 and was filed on September 26, 2025. As of October 31, 2026 we found none for June 30, 2026, no Form 1-U about the wind-down, and no Form 1-Z. Rule 257(d)(2) lets an issuer with fewer than 300 holders of record file Form 1-Z and suspend reporting, so the company could stop filing without further notice. The record holder count is not in the filings we read.
• No redemption date. The program is terminated. The annual report lists “Repurchases of shares under the share repurchase program” among uses of funds, with no comment on the termination.
• No mention on the company's page. Its site, checked October 31, 2026, does not mention any of it.

What a reader can do with this

• Find your purchase dates. The draft rescission window ran from July 29, 2022 to December 31, 2024. Only purchases in that window were covered, and the app's purchase history is where those dates live.
• Keep your own records. The annual report says funds were “segregated”; ask the company in writing what that means for your account. The filings give the Annapolis address on the cover pages.
• Do not wait for the draft offer. It exists only as an unqualified draft and its offering statement is withdrawn. Whether the company will make a rescission offer another way is not stated anywhere.
• Ask a securities lawyer about the one-year clock before relying on any reading of this page, including ours. State securities regulators also take investor complaints.
• Watch EDGAR for the next report. The next annual report would fall due in spring 2027 unless the company files a Form 1-Z. The email below tells you when anything new files under CIK 1732217.
• Compare other small Regulation A vehicles with the same pattern. See DiversyFund's wind-down, Bequest Bonds I's Section 5 problem, our Regulation A real estate offerings guide, the liquidity ranking and the redemption suspension tracker.

FAQ

Sources: HappyNest REIT, Inc. (CIK 1732217) Form 1-A-W, accession 0001732217-26-000005, September 30, 2026; Form 1-U, 0001732217-25-000006, December 30, 2025; Form 1-K, 0001732217-26-000002, April 30, 2026, and Form 1-K/A, 0001732217-26-000003, May 1, 2026; Form 1-A/A, 0001732217-26-000001, January 2, 2026; Form 1-SA, 0001732217-25-000005, September 26, 2025; 17 CFR 230.251, 230.257 and 230.259 (eCFR, October 29, 2026); 15 U.S.C. 77l and 77m; company website, October 31, 2026. Percentages, per-share figures, day counts and sums are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.