RealtyShares: What Happened, 472 Form Ds and the 2020 Bankruptcy

RealtyShares in one paragraph: one LLC per deal

RealtyShares filed its first Form Ds in July 2013 and let accredited investors put money into individual real estate deals online; the most common minimum on its SPV Form Ds was $5,000 (185 of 390 SPVs). The legal plumbing matters for anyone still holding a position. For almost every deal the platform formed a separate LLC (RealtyShares 1, LLC, Series A through AB in 2013-2014, then RealtyShares 2, LLC up to RealtyShares 397, LLC), sold membership interests in it under Regulation D, and used the money to make a loan to, or buy a stake alongside, an outside sponsor or borrower. RS Lending, Inc. issued a separate line of notes with a $1,000 minimum. The RS Lending Form Ds describe the chain: the issuer “is managed by RealtyShares Manager, LLC which is managed by RealtyShares, Inc.” and is advised by RealtyShares Advisor, LLC. Navjot Athwal is listed as executive officer on most filings, and the October 2018 RS Lending amendments state that “Mr. Athwal is CEO of RealtyShares, Inc.”; Ed Forst appears on later filings.

So a RealtyShares investor never owned a share of RealtyShares, Inc. They owned a slice of one LLC, and that LLC's fate depended on one borrower or one sponsor. That is why the company's failure and the investors' outcomes are two different stories.

The EDGAR record: 404 issuers, 472 Form Ds, $582.8 million

We pulled every issuer on EDGAR whose name starts with RealtyShares or RS Pref Projects, plus RS Lending, Inc., and read all 472 Form D and D/A filings (436 originals, 36 amendments). A Form D reports the cumulative amount sold in an offering; for each SPV we counted the filing with the highest amount sold, and for RS Lending and RealtyShares, Inc. each offering once.

Three things to read from this. First, investor positions are not people: one investor in ten deals counts ten times. Second, the company advertised more money than EDGAR shows under its names. Its homepage said “Over $700 million invested across 1,000+ deals” on August 3, 2018 and “More than $870 million invested across 1,160 projects and 41 states since inception” on November 2, 2018; the RealtyShares-named Form Ds add up to $582.8 million. The gap is not explained in any filing; some deals were sold through sponsors' own offerings, which file under the sponsor's name. Third, the company itself raised $58.8 million of its own equity on ten Form Ds from 2013 to 2017, money that went to RealtyShares, Inc., not to property deals.

The year-by-year profile shows how fast the deal machine grew and when it stopped.

Deal-level means the SPVs, the Pref Projects series and the Diversified fund (402 offerings, $425.1 million, our sum). Deals got larger over time: the median SPV raised $750,000, and the largest, RealtyShares 373, LLC, raised $5,500,000 from 97 investors in 2018.

The RS Lending notes: $157.7 million in three series

The notes are the part of RealtyShares most write-ups skip. RS Lending, Inc. filed its first Form D on September 28, 2015 for a $50 million note program with a $1,000 minimum, and later ones for $100 million programs, all as debt securities.

Two dates stand out. RealtyShares registered two new note series for 2019 in September 2018, so it was planning to keep the notes going six to eight weeks before the wind-down was reported. And its last amendments, which updated the 2016B and 2017A totals, were filed on October 4 and October 10, 2018. Nothing has been filed by RS Lending since. In the 2021 bankruptcy litigation RS Lending was a defendant that did not answer, and default was entered against it in February 2022.

Raising until the last week: the Form Ds of autumn 2018

The record does not show a slow fade. The SPV offerings whose Form Ds were signed between August 1 and November 13, 2018:

Totals are our sum. Each of these filings names North Capital Private Securities as the placement broker and reports a commission equal to 3% of the amount sold (our arithmetic; for example $120,000 on RealtyShares 375's $4,000,000). On November 8, 2018 the Internet Archive recorded a login-gated realtyshares.com address ending in /an-important-message-from-realtyshares, whose content was not captured; on November 10, 2018 Crowdfund Insider reported “RealtyShares intent to wind down”. The two last Form Ds were filed three days later. The investors in those 2018 deals put money in within weeks of the stop.

What was left in March 2019: the Form ADV snapshot

RealtyShares Advisor, LLC, the exempt reporting adviser to the SPVs, filed an annual Form ADV amendment on March 16, 2019, four months after the stop. Its Schedule D lists the private funds it still advised.

Read this as a count, not a valuation. The values match what the deals raised (RealtyShares 373 reports $5,500,000 on both its Form D and the ADV), so they are not marked-down estimates. What it does show is scale: roughly 192 of the 402 deal-level vehicles (our count) were still open after the platform stopped, holding $315.7 million of investor money at cost. That is broadly consistent with what IIRR said it took over two months later. The RS Lending notes are not in this list, because RS Lending is a corporation, not a private fund. The adviser's SEC exempt-reporting status was withdrawn on July 19, 2023; its California status lapsed on December 31, 2020.

Who runs the deals now: IIRR Management Services

On May 13, 2019, iintoo and RREAF Holdings announced a joint venture “to provide management services for RealtyShares' existing investment portfolio” covering “300 active projects, representing over $400 million in debt and equity positions” on assets valued at about $1.5 billion. The realtyshares.com homepage then read: “IIRR has acquired RealtyShares.com from RealtyShares Inc.”, with RealtyShares users subject to IIRR's terms from April 29, 2019.

The wording matters for investors. IIRR's chief executive described the arrangement in October 2019 as a mandate, not a purchase of the deals: “IRM was hired by RealtyShares to bring its experience, procedures and systems to manage the existing portfolio.” Each SPV still belongs to its investors. On recoveries he said that “several will end up returning less than original invested capital”. Neither IIRR nor RealtyShares has published deal-by-deal results that we could find.

IIRR Management Services has no SEC or IAPD registration of its own that we found. The realtyshares.com page still showed the IIRR notice and a support@iirrms.com contact in May 2024. As of October 9, 2026, realtyshares.com serves an unrelated Vietnamese-language football site and iirrms.com redirects to a password-protected page.

The bankruptcy most write-ups miss: Chapter 7 in 2020

Many accounts stop at 2018, when RealtyShares ran out of road. The court record adds a second chapter. RealtyShares, Inc. filed a voluntary Chapter 7 petition on July 31, 2020 in the U.S. Bankruptcy Court for the Northern District of California (No. 20-30621), with E. Lynn Schoenmann as trustee.

What this means for an SPV investor: the bankruptcy was of the platform company, not of the deal LLCs, so it did not by itself wipe out an SPV position. The professional fees point to a small estate. The trustee filed a final report and account on April 18, 2023 and a final account certifying the estate fully administered on July 10, 2023; the amounts distributed are in those documents, which we did not obtain, and the docket text does not state them. The broker-dealer, RealtyShares Securities, LLC, had already ceased business on December 27, 2018 and withdrew its registration on February 25, 2019; on its withdrawal form it answered no to owing money or securities to customers.

The investor case in Boston, and why it ended in arbitration

On January 17, 2020, investors filed a securities class action in the U.S. District Court for the District of Massachusetts (No. 1:20-cv-10107) against RealtyShares, Inc., RS Lending, IIRR Management Services, Navjot Athwal and Edward Forst. The plaintiffs' law firm described the claims as covering investors in loans involving Franchise Growth, LLC, including a Church's Chicken loan in Owensboro, Kentucky, and an Ingersoll Financial “Nationwide SFR Package”, and alleged that the solicitations misstated the due diligence done on Franchise Growth and that loan proceeds were not disbursed in installments over time. These were allegations; no court ruled on them.

The case went nowhere on the merits. The court stayed it on December 16, 2020 because of the bankruptcy, reopened it on October 12, 2023 after the bankruptcy closed, and the plaintiffs dropped IIRR on February 22, 2024. On June 11, 2024 Judge Patti B. Saris allowed the defendants' motion to compel arbitration, in this case and in a related one (1:21-cv-10329), and entered an order of dismissal the next day. The plaintiffs filed a notice of voluntary dismissal on February 6, 2025. No class was ever certified, so no investor is part of a class recovery from this case. Any arbitration is private.

Timeline

What a RealtyShares investor can do with this

• Identify your LLC. Your documents name an issuer such as RealtyShares 312, LLC or a series of RealtyShares 1, LLC. The CSV gives every issuer's Form D accession; the issuer's file on EDGAR shows when it raised money and how much.
• Contact the manager, not the platform. RealtyShares, Inc. went through Chapter 7 and its website domain no longer belongs to the deal manager. IIRR Management Services took over servicing in 2019; the last contact it published on realtyshares.com was support@iirrms.com. Ask in writing for the status of your specific deal and its latest financials.
• Read your operating agreement. As an LLC member you may have rights to information and to vote on a sale or restructuring. Those rights come from the LLC's own documents, not from IIRR's terms of service.
• Check deadlines before assuming you can sue. In the Boston case a federal judge enforced the investors' arbitration agreement in 2024. A securities or arbitration claim has time limits; that is a question for a lawyer, not for this page.
• Document a loss for taxes. If your SPV has ended with nothing left, the loss is generally claimed when it becomes final and you can show it; our real estate crowdfunding tax-loss guide covers the mechanics.
• Compare with other failures. PeerStreet went through Chapter 11 and published recoveries by class; Patch of Land's notes went quiet. Our platform failures roundup, PeerStreet and Patch of Land pages show how different the endings can be.

FAQ

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

Sources, read on October 9, 2026: 472 Form D and Form D/A filings on SEC EDGAR by 404 issuers, including RealtyShares, Inc. (CIK 1590974), RS Lending, Inc. (1654094), RealtyShares Diversified Marketplace Equity Fund I, LLC (1684832), the RS Pref Projects series and the numbered RealtyShares SPVs, accession on every row of the CSV; the Form ADV annual amendment of RealtyShares Advisor, LLC filed March 16, 2019 (SEC IAPD, CRD 269978) and IAPD records for RealtyShares Manager, LLC (CRD 173542); FINRA BrokerCheck for RealtyShares Securities, LLC (CRD 283560); dockets of In re RealtyShares, Inc., No. 20-30621, and adversary No. 21-03066 (Bankr. N.D. Cal.), and No. 1:20-cv-10107 (D. Mass.), via CourtListener/RECAP, and Bankruptcy Court calendars of December 3, 2020 and March 18, 2022; archived realtyshares.com pages of August 3, 2018, November 2, 2018, August 18, 2019 and May 28, 2024 (Internet Archive); the iintoo/RREAF Business Wire release of May 13, 2019; the Rosen Law Firm notice of January 27, 2020; and Crowdfund Insider articles of November 10, 2018 and October 22, 2019.