Legion Capital Corp Bonds: No Annual Report Filed Since June 2024, $33.1M of Bonds at Last Audit

What stopped, and what did not

A Tier 2 Regulation A issuer must file an annual report on Form 1-K for the fiscal year in which its offering statement is qualified and for every year after, plus semiannual reports on Form 1-SA, unless it suspends the duty. The Form 1-K instructions say: “Annual reports on this Form shall be filed within 120 calendar days after the end of the fiscal year covered by the report.” An issuer can stop only by filing an exit report on Form 1-Z. Rule 257(d)(2) allows that only for a class of securities “held of record” by fewer than 300 persons, and only if the issuer “has filed all reports due.”

Legion's own record, in the order EDGAR lists it:

The earlier annual reports were also late: the fiscal 2022 report came on May 17, 2023 and the fiscal 2021 report on June 16, 2022, 17 and 47 days after their 120-day deadlines (our arithmetic). What is new is that the sequence stops. Nothing after the withdrawal of April 3, 2025 appears in the filing list, and a full-text search of EDGAR for “Legion Capital Corporation” in filings dated April 4, 2025 to November 8, 2026 returned no results.

The withdrawal letter gives one reason: “The Company has decided that it is not in its best interest to continue with the proposed Offering Statement at this time.” It also says the statement “has not been qualified by the Commission and no offering or sale of the securities that are the subject of the Offering Statement were made.” So the January 2025 securities do not exist. The securities investors can hold are the earlier ones.

What Legion sold, and what a holder may have

Legion raises money through two subsidiaries and a series of Regulation A offerings, which its January 2025 offering circular summarizes in a “Prior Performance Summary.”

The interest rates on the Series A and A-1 bonds actually sold are not in the filings we saved; the only bond rates stated are those proposed in the withdrawn January 2025 offering: 7.50%, 8.00%, 8.50% and 9.00% for one-, two-, three- and five-year bonds, and 9.00% for cumulative preferred dividends. The company's weighted average rate on all notes was 6.60% (current portion) and 7.26% (long-term portion) at December 31, 2023. Its January 2025 circular states that bondholders “will have no right to require us to redeem any Bond prior to maturity unless the request is due to death, bankruptcy, or total permanent disability,” so a holder waiting on a maturity date had no other exit in the documents.

Two figures on the January 2025 cover data do not reconcile with the text. They show 18,871 as “outstanding debt securities” with no unit or date, 21,604 Series A preferred shares and 1,056 Series A-1 preferred shares. Read as thousands of dollars, 18,871 would be about $18.9 million of bonds, lower than the $30.1 million that the circular's own prior-performance summary implies for the two series ($20.2 million plus $9.9 million, our arithmetic); we do not know which is current, and the company does not say.

The last audited balance sheet

The annual statements for 2023 were audited by Accell CPA & Associates, P.A. of Tampa, Florida, which began as auditor in 2023; the 2022 statements were audited by another firm. The report is dated June 10, 2024 and says the statements “present fairly, in all material respects” the company's position. It was an audit under United States generally accepted auditing standards, not PCAOB standards. The report has no going-concern paragraph. Note 3 of the annual report is titled “Liquidity” and says the company “has sufficient cash, anticipated financing, and projected income to meet its operating and funding requirements over the next year.” In the semiannual report three months later the same note was retitled “Liquidity and Going Concern,” began “In prior years, the Company has sustained recurring losses and negative cash flows from operations,” and added that the company “will need to raise substantial additional capital.” It still concluded that cash was sufficient for the next year.

Equity of $18,117,621 includes $22,673,709 of redeemable preferred stock, so the equity left for the common shares was negative, about ($4.6 million) (our arithmetic). In other words, the cushion under the bonds at the last audit was the preferred holders' money, plus the common stock's no-par capital of $8,591,334, less the accumulated deficit.

For fiscal 2023 the company reported revenue of $8,901,527 (interest income $8,551,547), interest expense of $4,279,498, bad debt expense of $976,207 and net income of $3,692,651. Net income included a $2,413,840 gain on discontinued operations; net income from continuing operations was $1,292,686. It paid $1,574,577 of preferred dividends. For the six months to June 30, 2024 revenue was $3,330,002, against $3,888,180 a year earlier, and net income was $324,573, after $852,400 of preferred dividends (our reading of the equity statement). The company attributes the lower revenue to “a reduction in the fees charged by the Company's real estate lending business.”

An unusual feature of the 1-SA: its Note 8 text says the company “had issued bonds in the amount of $45,373,844” at June 30, 2024, but the table in the same note shows that figure is the total of unsecured notes, secured notes and bonds, and puts bonds alone at $33,488,987. We use the table.

The debt wall, and the cash against it

At December 31, 2023 cash of $3,139,963 covered 12.1% of the notes and bonds due within a year (our arithmetic), and at June 30, 2024 cash of $1,038,428 covered 4.2% of the $24,709,067 current portion. The plan the filings describe is rolling: loan repayments and new money. The semiannual report lists “an increase in working capital requirements to retire debt as the Company meets maturity deadlines” among the trends that would reduce liquidity, and says “we also expect to need to raise additional capital to meet our obligations.” In 2023 the company's own financing activities were nearly flat, with cash used of $44,400. The offerings that had been raising that money ceased in June 2023 and June 2024, and the replacement offering was withdrawn in April 2025. The filings do not show what replaced it. That is the missing information, not a finding that holders were not paid: the January 2025 circular says that “all contractual interest payments” had been made on both bond series to June 30, 2024, and we found no later record either way.

The loan book at the last report

The company says it lends on real estate: “a specialized lender focusing on land development projects.” At December 31, 2023 it held business loans of $52,712,987, split into real estate loans of $43,853,973, an $8,824,014 loan to Legion Select Venture Fund (a fund it stopped consolidating in December 2023 and that is winding up), and $35,000 of working-capital loans. It says its portfolio was “less than 12 loans.”

The $8,035,000 is one $8,000,000 real estate loan plus $35,000 of working-capital loans. It was 90 days or more past due, still accruing interest, graded special mention, and listed as collateral-dependent with an amortized cost of $8,000,000, against a total allowance of $986,481 (our arithmetic: the allowance is 12.3% of that loan, or 1.9% of all loans). The company's policy, in its words, is to accrue interest on loans that are well collateralized even if past due, so its statement that it “does not have any nonaccrual loans as of December 31, 2023” is consistent with an $8,000,000 loan that had not paid on time. At the same date its interest receivable was $3,807,988, up from $1,813,646 the year before for loans in continuing operations (the 2022 figure excludes the fund).

What the December 2024 amendment changed

Amendment No. 1 was filed 190 days after the original (our arithmetic) to “amend certain disclosures contained within footnotes of our December 31, 2023, financial statements as well certain aspects of the presentation of the financial statements; Specifically Note 16 – Discontinued Operations.” The company says it “does not constitute a material restatement of our financial statements.” Comparing the two documents:

The amended Note 16 says Legion “has no right to any additional proceeds” from winding up the fund beyond a zero-percent loan, and that the gain of $2,413,840 came from “the recapture of a portion of expenses incurred and expensed by the Company while managing the fund.” That gain, less $13,875 of corporate income tax, is the difference between 2023 net income of $3,692,651 and the $1,292,686 from continuing operations (our arithmetic). The 2022 preferred-dividend figure of $1,344,870 did not change.

Related parties

The filings disclose the following, without comment on whether the terms are comparable to market terms:

• Legion Capital Partners, owned by two officers, controls 60% of the common shares.
• Companies owned by the same officers billed Legion for management, marketing and legal services “in lieu of salary”: $390,100 in fiscal 2023 across the two main officers' companies (our sum of $200,000 and $190,100), against $299,000 in 2022 for the same two (our sum of $174,000 and $125,000).
• In 2022 the company paid its chief executive approximately $170,000 as a commission on a land sale.
• The January 2025 circular says Legion would charge each new series an annual management fee of 1.50% of gross proceeds, and says that on the two earlier series it had earned but not collected $2,618,977 (Series A) through June 30, 2024.

Other public records: what we looked for and did not find

We searched on November 8, 2026 for later public records. The result is negative, and a search can miss records, so this is what we did and what came back:

An SEC complaint filed in 2025 in the Southern District of New York (case 1:25-cv-02702) about a different bond issuer came up in our searches; we read it and it does not mention Legion. The absence of a record is not evidence that nothing happened. It only means we could not find one in public sources on this date.

What a reader can do with this

None of the following is advice.

1. Ask the issuer in writing. The 1-K for fiscal 2024 is a filing Legion owes. Write to the address in the filings (301 E. Pine Street, Suite 850, Orlando, Florida 32801) asking for the current status of your specific series, the next payment date and the maturity of your note, and keep a copy.
2. Read your own paperwork. The bond or preferred certificate, the subscription agreement and any statement from the broker-dealer that sold it will show the series, the maturity date, the interest rate and who holds the security record. The 1-K does not list individual holders.
3. Check the series and the date. Series A (Legion Finance, LLC) bonds were 12-, 24- or 36-month. A bond bought at the start of 2023 for 24 months matured in 2025, so a holder may be past maturity, not inside a lock-up. The 1-A says bonds have no early put except for death, bankruptcy or total permanent disability.
4. Know where complaints go. The SEC and your state securities regulator both accept complaints about a security you hold; a complaint on file is a record that may matter later.
5. Compare with other Reg A issuers. Our Reg A real estate offerings page covers the 62 real estate offering statements filed from January 2025 and lists Legion as one of the highest-commission statements (6.82% of the maximum, later withdrawn). The sequence of late filings followed by silence also appears in Lodging Fund REIT III, a different structure, and real estate bonds explains how this kind of bond is structured.

Our read. The last documents show a small lender with a few large loans, funded by short bonds that mostly came due within three years, and relying on new offerings to roll them. Interest was being paid through June 30, 2024 according to the company. The offerings stopped, the replacement was withdrawn, and the reporting stopped. Those facts do not show that bondholders were not paid, and they do not show they were. They show that a holder has no public filing since September 2024 to rely on. That, and the size of the wall against the cash at the last report, is why a holder should ask for the numbers directly.

This is analysis of public documents, not investment, legal or tax advice.

FAQ

Sources, read on November 8, 2026: Legion Capital Corporation, SEC CIK 1661166. Form 1-K for fiscal 2023, filed June 11, 2024 (accession 0001213900-24-051403); Form 1-K/A, filed December 18, 2024 (0001213900-24-110054); Form 1-SA for the six months ended June 30, 2024, filed September 24, 2024 (0001213900-24-081105); Form 1-A filed January 17, 2025, including its cover data (0001213900-25-004430); Forms 1-A-W filed June 21, 2024 (0001213900-24-054636), October 15, 2024 (0001213900-24-087360) and April 3, 2025 (0001213900-25-028701); SEC Form 1-K general instructions; 17 CFR 230.257; EDGAR filing list and full-text search for CIK 1661166. Figures marked "our arithmetic" are derived by us from those documents.