Otis Gallery LLC |
(Exact name of issuer as specified in its charter) |
Delaware | 37-1921598 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
335 Madison Ave, 16th Floor, New York, NY 10017 |
(Full mailing address of principal executive offices) |
201-479-4408 |
(Issuer’s telephone number, including area code) |
Series #KW Interests, Series Drop 002 Interests, Series Drop 003 Interests, Series Drop 004 Interests, Series Drop 005 Interests, Series Drop 008 Interests, Series Drop 010 Interests, Series gallery Drop 014 Interests, Series Gallery Drop 015 Interests |
(Title of each class of securities issued pursuant to Regulation A) |
Series Name | Underlying Asset(s) | Offering Price per Interest | Maximum Offering Size | Minimum/ Maximum Membership Interests(1) | Opening Date | Closing Date | Status |
Series #KW | 2018 Saint Jerome Hearing the Trumpet of Last Judgement painting by Kehinde Wiley | $25.00 | $250,000 | 10,000 | 07/17/19 | 11/27/19 | Closed |
Series Drop 002 | Nike MAG Back to the Future (2016) Sneakers | $33.00 | $33,000 | 1,000 | 11/26/19 | 04/13/20 | Closed |
Series Drop 003 | The Incredible Hulk #181 Comic | $35.00 | $35,000 | 1,000 | 11/29/19 | 03/18/20 | Closed |
Series Drop 004 | Collection of Supreme Skate Decks (Select Limited Edition Artist Collaborations) | $47.00 | $47,000 | 1,000 | 12/19/19 | 03/11/20 | Closed |
Series Drop 005 | 2018 DOB and Arrows: Patchworks Skulls painting by Takashi Murakami and Virgil Abloh | $76.00 | $95,000 | 1,250 | 11/26/19 | 03/06/20 | Closed |
Series Drop 008 | 2019 series of commissioned paintings by fnnch | $40.00 | $32,000 | 800 | 12/10/19 | 03/17/20 | Closed |
Series Drop 009 | 2012 Gone and Beyond painting by Kaws | $100.00 | $325,000 | 3,100/3,250(2) | 12/19/19 | Open | |
Series Drop 010 | Collection of Nike SB Dunks sneakers | $25.00 | $25,000 | 1,000 | 12/10/19 | 03/06/20 | Closed |
Series Gallery Drop 011 | 2019 commissioned painting by Shelby and Sandy | $25.00 | $20,000 | 720/800(3) | 03/03/20 | Open | |
Series Gallery Drop 012 | 2011 Love Is What You Want neon sculpture by Tracey Emin | $75.00 | $150,000 | 1,867/2,000(4) | 04/09/20 | Open | |
Series Gallery Drop 013 | 2019 Grey Selenite Newspaper Machine sculpture by Daniel Arsham | $60.00 | $90,000 | 1,403/1,500(5) | 03/23/20 | Open | |
Series Gallery Drop 014 | Collection of 1985 Jordan 1 OG Sneakers | $33.00 | $33,000 | 1,000 | 02/18/20 | 04/21/20 | Closed |
Series Gallery Drop 015 | Collection of Supreme Skate Decks – Bundle II | $27.00 | $27,000 | 1,000 | 03/03/20 | 04/03/20 | Closed |
Series Gallery Drop 016 | Collection of Nike and Adidas Yeezy sneakers | $21.00 | $21,000 | 930/1,000(6) | 04/15/20 | Open | |
Series Gallery Drop 017 | 2017 Colorbar Constellation 6 Painting by Derrick Adams | $54.00 | $54,000 | 917/1,000 | Not Yet Launched |
(1) For closed offerings, this number represents the actual number of interests sold.
(2) As of the date of this report, we have received subscriptions for 1,601 membership interests, but the initial closing has not yet taken place.
(3) As of the date of this report, we have received subscriptions for 800 membership interests, but the initial closing has not yet taken place.
(4) As of the date of this report, we have received subscriptions for 245 membership interests, but the initial closing has not yet taken place.
(5) As of the date of this report, we have received subscriptions for 79 membership interests, but the initial closing has not yet taken place.
(6) As of the date of this report, we have received subscriptions for 1,000 membership interests, but the initial closing has not yet taken place.
Artist | Kehinde Wiley |
Artwork | Saint Jerome Hearing the Trumpet of Last Judgement |
Size | 96 x 72 inches |
Medium | Oil on Linen |
Creation Year | 2018 |
Purchased From | Roberts Projects |
Purchased For | $237,500 |
Year Purchased | 2019 |
Price Range of Comparable Work | $112,500 to $300,000, implied average of $69.4 to $90.7 per square inch of painting |
Sell Through Rate | 84.6% |
Turnover | $4.75mm with 2018 being the peak |
Number of Pieces Sold | 112 total pieces sold |
Recent Notable Solo Exhibitions / Provenance | ● 2019 Roberts Projects, Culver City, CA (forthcoming) ● 2018 The Smithsonian’s National Portrait Gallery, Washington DC ● 2018 Saint Louis Museum of Art, Saint Louis, MO ● 2017 “Kehinde Wiley: A New Republic” Oklahoma City Museum of Art, Oklahoma City, OK, ○ Toledo Museum of Art, Toledo, OH (2017) ○ Phoenix Art Museum, Phoenix, AZ (2016) ○ Seattle Art Museum, WA (2016) ○ Virginia Museum of Fine Arts, Richmond, VA (2016) ○ Modern Art Museum of Fort Worth, TX (2015) ○ Brooklyn Museum, New York, NY (2015) ● 2017 “Trickster” Sean Kelly, New York, NY ● 2017 “Kehinde Wiley: In Search of the Miraculous” Stephen Friedman Gallery, London, UK ● 2016 “Kehinde Wiley” Petit Palais, Musée des Beaux-Arts de la Ville de Paris, Paris, France ● 2015 “Fifteen x Fifteen” Bill Hodges Gallery, New York, NY |
Brand | Nike |
Asset | Air Mag ‘Auto-Lacing’ (“Back to the Future”) |
Size | Men’s Size 11 |
Number in Series | #39 of 89 pairs released |
Main Color | Grey |
Colorway | Jetstream / White-Pl Bue |
Silhouette | Air Max 2016 |
Condition | Mint |
Designer | Tinker Hatfield |
Release Date | October 4, 2016 |
Purchased From | Heritage Auctions |
Purchased For | $30,000 |
Year Purchased | 2019 |
Title | The Incredible Hulk #181 |
Publisher | Marvel |
Creation Date | November 10, 1974 |
Age | Bronze Age |
CGC Rating | 9.8 |
Page Color | Off-White / White |
Key Issue | 1st appearance of Wolverine |
Purchased From | Metropolis Comics and Collectibles |
Purchased For | $34,000 |
Year Purchased | 2019 |
Artist | Jeff Koons | Takashi Murakami | Cindy Sherman | Marilyn Minter | KAWS | George Condo |
Artwork | “Monkey Train” | “BunBu-Kun, Ponchi-Kun, and Shimon-Kun Skateboard Triptych” | “Grotesque Series” | “Untitled” | “Chum Decks” | “Untitled” |
Size | 32 x 8 inches (81.3 x 20.3 cm) (each) | |||||
Medium | Screen print on wood | |||||
Number of Decks | 3 | 3 | 2 | 3 | 2 | 3 |
Creation Year | 2006 | 2007 | 2017 | 2009 | 2001 | 2010 |
Purchased From | Guy Hepner | Guy Hepner | The RealReal | Artcurial | Heritage Auctions + Private Sale | Heritage Auctions |
Purchased For | $5,000 | $7,000 | $325 | $2,016 | $19,000 | $11,000 |
Year Purchased | 2019 |
Artist | Takashi Murakami and Virgil Abloh |
Artwork | DOB and Arrows: Patchwork Skulls |
Size | 34 x 23 x 2 in |
Medium | Acrylic on canvas mounted on an aluminum frame |
Creation Year | 2018 |
Purchased From | Gagosian Gallery |
Purchased For | $90,000 |
Year Purchased | 2019 |
Artist | Fnnch |
Artwork | La Croix Cans, Greatest Hits, and Sneaker Grails |
Size | La Croix Cans: 3.3’ x 5’, Greatest Hits: 12’ x 8’, Sneaker Grails: 4’ x 6’ per each work (3 total) |
Medium | Spray paint on plywood |
Creation Year | 2019 |
Purchased From | Fnnch |
Purchased For | $35,000 |
Year Purchased | 2019 |
Artist | Kaws |
Artwork | Gone and Beyond |
Size | 40 in. |
Medium | Acrylic on canvas |
Creation Year | 2012 |
Purchased From | Perrotin Gallery |
Purchased For | $310,000 |
Year Purchased | 2019 |
Brand | Nike | Nike | Nike | Nike | Nike |
Asset | Nike Dunk SB Low Staple “NYC Pigeon” | Nike Dunk SB Low Heineken | Nike SB What The Dunk | Nike Dunk SB Low Pro Raygun | Nike Dunk SB Low Bison |
Size | Men’s Size 8.5 | Men’s Size 8.5 | Men’s Size 7.5 | Men’s Size 9.5 | Men’s Size 10.5 |
Colorway | Medium Grey / White - Dark Grey | Classic Green / Black - White - Red | White / College Blue - Chrome - Deep Red | Orange Flash / Black - Black | Dark Cinder / Bison / Sport Red |
Condition | Deadstock with Box | Deadstock with Box | Deadstock with Box | Deadstock with Box | Deadstock with Box |
Designer | Jeff Staple | James Arizumi | |||
Release Date | February 22, 2005 | March 05, 2003 | October 01, 2007 | February 01, 2005 | March 01, 2003 |
Purchased From | Project Blitz | Project Blitz | Project Blitz | Project Blitz | Project Blitz |
Purchased For | $16,000 | $1,700 | $5,000 | $700 | $600 |
Year Purchased | 2019 | 2019 | 2019 | 2019 | 2019 |
Artists | Shelby and Sandy |
Artwork | Basketball painting by Shelby and Sandy |
Size | 4.5 x 6.5 ft |
Medium | Acrylic on canvas |
Creation Year | 2019 |
Purchased From | Shelby and Sandy |
Purchased For | $23,000 |
Year Purchased | 2019 |
Artist | Tracey Emin |
Artwork | Love Is What You Want |
Size | 52 3/8 x 58 11/16 in. |
Medium | Neon |
Creation Year | 2011 |
Purchased From | Sotheby’s, Private Sale |
Purchased For | $140,000 |
Year Purchased | 2019 |
Artist | Daniel Arsham |
Artwork | Grey Selenite Newspaper Machine |
Size | 52 1/2 × 16 1/2 × 21 inch |
Medium | Grey selenite, quartz, hydrostone |
Creation Year | 2019 |
Purchased From | Perrotin Gallery |
Purchased For | $84,150 |
Year Purchased | 2019 |
Brand | Nike | ||||
Asset | Air Jordan I (1985) | ||||
Colorway | Black/Red “Bred” | White/Black - Red “Chicago” | White/Black | Black/Royal Blue “Royal” | White/Natural Grey |
Size | Men’s Size 9 | Men’s Size 10.5 | Men’s Size 11 | Men’s Size 9 | Men’s Size 10.5 |
Condition | Deadstock with box and tag | Deadstock with box no tag | Deadstock with box and tag | Deadstock with tag no box | Deadstock with box and tag |
Designer | Peter C. Moore | ||||
Release Date | September 16, 1985 | ||||
Purchased From | Stadium Goods | Private Collector | Private Collector | Private Collector | Private Collector |
Purchased For | $6,500 | $5,000 | $8,500 | $4,500 | $5,500 |
Year Purchased | 2019 |
Artist | Damien Hirst | |
Artwork | “Dots” | “The Last Supper” |
Size | 32 x 8 inches (81.3 x 20.3 cm) (each) | |
Medium | Screenprint on wood | |
Number of Decks | 5 | 5 |
Creation Year | 2009 | 2002 |
Purchased From | Guy Hepner | Christie’s |
Purchased For | $11,000 | $13,750 |
Year Purchased | 2019 |
Brand | Nike | Nike | Nike | Adidas | Adidas |
Asset | Air Yeezy II | Air Yeezy II | Air Yeezy II | Yeezy Boost 750 | Yeezy Boost 350 |
Colorway | Red October | Pure Platinum | Solar Red | 750 OG | Turtledove |
Size | 11 | 10.5 | 12 | 11 | 10 |
Condition | Deadstock with box and accessories | Deadstock with box and accessories | Deadstock with box and accessories | Deadstock with box and accessories | Deadstock with box and accessories |
Release Date | February 9, 2014 | June 9, 2012 | June 9, 2012 | February 14, 2015 | June 27, 2015 |
Designers | Kanye West and Nathan VanHook | Kanye West and Nathan VanHook | Kanye West and Nathan VanHook | Kanye West | Kanye West |
Purchased From | GOAT | Private Collector | GOAT | GOAT | Stadium Goods |
Purchased For | $7,015 | $4,425 | $5,000 | $1,600 | $1,499 |
Year Purchased | 2019 | 2020 | 2020 | 2020 | 2019 |
Artist | Derrick Adams |
Artwork | Colorbar Constellation 6 (Sandford and Son) |
Size | 78 x 44 inches |
Medium | Acrylic paint, paper (vintage TV guide covers), fabric, on pigment printed canvas, with vinyl (wood grain patterned fabric-backed vinyl), TV antenna, aluminum foil, wood cleat |
Creation Year | 2016 |
Purchased From | Gagosian Gallery |
Purchased For | $49,500 |
Year Purchased | 2019 |
Revenue or Expense Item | Details | Allocation Policy (if revenue or expense is not clearly allocable to a specific underlying asset) | ||
Revenue | Revenue from events and leasing opportunities for the asset | Allocable pro rata to the value of each underlying asset | ||
Asset sponsorship models | Allocable pro rata to the value of each underlying asset |
Offering Expenses | Filing expenses related to submission of regulatory paperwork for a series | Allocable pro rata to the number of underlying assets | ||
Underwriting expense incurred outside of Brokerage Fees | Allocable pro rata to the number of underlying assets | |||
Legal expenses related to the submission of regulatory paperwork for a series | Allocable pro rata to the number of underlying assets | |||
Audit and accounting work related to the regulatory paperwork or a series | Allocable pro rata to the number of underlying assets | |||
Escrow agent fees for the administration of escrow accounts related to the offering | Allocable pro rata to the number of underlying assets | |||
Compliance work including diligence related to the preparation of a series | Allocable pro rata to the number of underlying assets |
Acquisition Expense | Transportation of underlying asset as at time of acquisition | Allocable pro rata to the number of underlying assets | ||
Insurance of underlying asset as at time of acquisition | Allocable pro rata to the value of each underlying asset | |||
Preparation of marketing materials | Allocable pro rata to the number of underlying assets | |||
Pre-purchase inspection | Allocable pro rata to the number of underlying assets | |||
Interest expense in the case an underlying asset was pre-purchased us prior to the closing of an offering through a loan | Allocable directly to the applicable underlying asset | |||
Storage | Allocable pro rata to the number of underlying assets | |||
Security (e.g., surveillance and patrols) | Allocable pro rata to the number of underlying assets | |||
Custodial fees | Allocable pro rata to the number of underlying assets |
Operating | Appraisal and valuation fees | Allocable pro rata to the number of underlying assets | ||
Expense | Marketing expenses in connection with any revenue generating event | Allocable pro rata to the value of each underlying asset | ||
Insurance | Allocable pro rata to the value of each underlying asset | |||
Maintenance | Allocable directly to the applicable underlying asset | |||
Transportation to any revenue generating event | Allocable pro rata to the number of underlying assets | |||
Ongoing reporting requirements (e.g. Reg A+ or Exchange Act reporting) | Allocable pro rata to the number of underlying assets | |||
Audit, accounting and bookkeeping related to the reporting requirements of the series | Allocable pro rata to the number of underlying assets | |||
Other revenue generating event related expenses (e.g., location, catering, facility management, film and photography crew) | Allocable pro rata to the value of each underlying asset |
Indemnification Payments | Indemnification payments under the operating agreement | Allocable pro rata to the value of each underlying asset |
Operating Expense | Year Ended December 31, 2019 | ||
Accounting fees | $ | 1,500 | |
Brokerage fees | $ | 2,325 | |
Insurance | $ | 86 | |
Storage | $ | 163 | |
Transportation | $ | 1,180 | |
Sourcing fees | $ | 5,889 | |
TOTAL OPERATING EXPENSES | $ | 11,143 |
Series | Year Ended December 31, 2019 | ||
Otis Gallery LLC | $ | (1,232) | |
Series #KW | $ | 12,375 | |
TOTAL OPERATING EXPENSES | $ | 11,143 |
Series | Year Ended December 31, 2019 | ||
Series Gallery Drop 011 | $ | 67 | |
Series Gallery Drop 012 | $ | 524 | |
Series Gallery Drop 013 | $ | 316 | |
Series Gallery Drop 014 | $ | 88 | |
Series Gallery Drop 015 | $ | 93 | |
TOTAL INTEREST EXPENSES | $ | 1,088 |
Series | Date Issued | Principal Amount | Interest Rate(1) | Balance 12/31/19 | ||||||
Series Drop 002 | 08/30/2019 | $ | 30,000 | 0% | $ | 30,000 | ||||
Series Drop 003 | 08/30/2019 | $ | 34,000 | 0% | $ | 34,000 | ||||
Series Drop 004 | 08/30/2019 | $ | 44,341 | 0% | $ | 44,341 | ||||
Series Drop 005 | 08/30/2019 | $ | 90,000 | 0% | $ | 90,000 | ||||
Series Drop 006(2) | 08/30/2019 | $ | 78,000 | 0% | $ | 78,000 | ||||
Series Drop 007(2) | 08/30/2019 | $ | 56,250 | 0% | $ | 56,250 | ||||
Series Drop 008 | 08/30/2019 | $ | 27,000 | 0% | $ | 27,000 | ||||
Series Drop 009 | 08/30/2019 | $ | 310,000 | 0% | $ | 310,000 | ||||
Series Drop 010 | 09/16/2019 | $ | 24,000 | 0% | $ | 24,000 | ||||
Series Gallery Drop 011 | 12/13/2019 | $ | 18,000 | 7.5% | $ | 18,000 | ||||
Series Gallery Drop 012 | 12/13/2019 | $ | 140,000 | 7.5% | $ | 140,000 | ||||
Series Gallery Drop 013 | 12/13/2019 | $ | 84,150 | 7.5% | $ | 84,150 | ||||
Series Gallery Drop 014 | 12/17/2019 | $ | 30,000 | 7.5% | $ | 30,000 | ||||
Series Gallery Drop 015 | 12/13/2019 | $ | 24,750 | 7.5% | $ | 24,750 | ||||
TOTALS | $ | 990,491 | $ | 990,491 |
Name | Position | Age | Term of Office (Beginning) | Approximate hours per week for part-time employees | ||||
Michael Karnjanaprakorn | Chief Executive Officer, Director | 37 | October 2018 | N/A | ||||
Albert Wenger | Director | 53 | February 2019 | N/A | ||||
Dan Levitan | Director | 62 | November 2019 | N/A |
Title of Class | Number of Interests Owned | Percent of Outstanding Interests Owned |
Series #KW Interests | 1,001 | 10.01% |
Series Drop 002 Interests | 20 | 2.00% |
Series Drop 003 Interests | 20 | 2.00% |
Series Drop 004 Interests | 20 | 2.00% |
Series Drop 005 Interests | 25 | 12.00% |
Series Drop 008 Interests | 195 | 19.50% |
Series Drop 009 Interests | 1 | 100% |
Series Drop 010 Interests | 20 | 2.00% |
Series Gallery Drop 011 Interests | 1 | 100.00% |
Series Gallery Drop 012 Interests | 1 | 100.00% |
Series Gallery Drop 013 Interests | 1 | 100.00% |
Series Gallery Drop 014 Interests | 20 | 2.00% |
Series Gallery Drop 015 Interests | 20 | 2.00% |
Series Gallery Drop 016 Interests | 1 | 100.00% |
Series Gallery Drop 017 Interests | 1 | 100.00% |
Page | |
Consolidated Financial Statements for the Years Ended December 31, 2019 and 2018 | |
Independent Auditor’s Report | F-1 |
Consolidated Balance Sheets as of December 31, 2019 and 2018 | F-3 |
Consolidated Statements of Operations for the Year Ended December 31, 2019 and for the Period from December 18, 2018 (Inception) to December 31, 2018 | F-4 |
Consolidated Statements of Changes in Members’ Equity for the Year Ended December 31, 2019 and for the Period from December 18, 2018 (Inception) to December 31, 2018 | F-5 |
Consolidated Statements of Cash Flows for the Year Ended December 31, 2019 and for the Period from December 18, 2018 (Inception) to December 31, 2018 | F-6 |
Notes to Consolidated Financial Statements as of December 31, 2019 and 2018, for the Year Ended December 31, 2019 and for the Period from December 18, 2018 (Inception) to December 31, 2018 | F-7 |
As of Dec 31, 2019 | As of Dec 31, 2018 | |||
Total Consolidated | Total Consolidated | |||
ASSETS | ||||
CURRENT ASSETS | ||||
Cash and Cash Equivalents | $ 10,175 | $ - | ||
Subscription Receivable | 216,719 | - | ||
TOTAL CURRENT ASSETS | 226,894 | - | ||
OTHER ASSETS | ||||
Art and Other Collectible Assets | 1,240,991 | - | ||
TOTAL OTHER ASSETS | 1,240,991 | - | ||
TOTAL ASSETS | $ 1,467,885 | $ - | ||
LIABILITIES AND MEMBERS' EQUITY | ||||
CURRENT LIABILITIES | ||||
Interest Payable – related party | $ 1,088 | $ - | ||
Notes Payable – related party | 990,491 | - | ||
Due to Manager | 7,318 | - | ||
Equity Due to Artists | 13,000 | |||
TOTAL OTHER CURRENT LIABILITIES | 1,011,897 | - | ||
TOTAL CURRENT LIABILITIES | 1,011,897 | - | ||
MEMBERS’ EQUITY | ||||
Contributed Capital | 1,500 | - | ||
Membership Contributions | 466,719 | - | ||
Net Loss | (12,231) | - | ||
TOTAL MEMBERS’ EQUITY | 455,988 | - | ||
TOTAL LIABILITIES AND MEMBERS’ EQUITY | $ 1,467,885 | $ - | ||
Dec 31, 2019 | Dec 31, 2018 | |||
Total Consolidated | Total Consolidated | |||
Operating Income | ||||
Revenue | $ - | $ - | ||
Gross Profit/(Loss) | - | - | ||
Operating Expense | ||||
Accounting Fees | 1,500 | - | ||
Brokerage Fees | 2,325 | - | ||
Insurance | 86 | - | ||
Storage | 163 | - | ||
Transportation | 1,180 | - | ||
Sourcing Fees – related party | 5,889 | - | ||
Total Operating Expenses | 11,143 | - | ||
Loss from Operations | (11,143) | - | ||
Other Expenses | ||||
Interest Expense – related party | 1,088 | - | ||
Total Other Expenses | 1,088 | - | ||
Net Loss | $ (12,231) | $ - |
Dec 31, 2019 | Dec 31, 2018 | |||
Total Consolidated | Total Consolidated | |||
Beginning Balance | $ - | $ - | ||
Net Loss | (12,231) | - | ||
Membership Contributions | �� 466,719 | - | ||
Capital Contributions | 1,500 | - | ||
Ending Balance | $ 455,988 | $ - | ||
Dec 31, 2019 | Dec 31, 2018 | |||
Total Consolidated | Total Consolidated | |||
Cash Flows From Operating Activities: | ||||
Net Loss For the Period | $ (12,231) | $ - | ||
Adjustment to reconcile Net Loss to Net Cash used in operations: | ||||
Interest Payable – related party | 1,088 | - | ||
Total Adjustments | 1,088 | - | ||
Net Cash Flows Used in Operating Activities | (11,143) | - | ||
Cash Flows From Financing Activities: | ||||
Repayment of Notes Payable – related party | (237,500) | - | ||
Capital Contribution | 1,500 | - | ||
Membership Contributions | 250,000 | - | ||
Due to Manager | 7,318 | - | ||
Net Cash Flows Provided by Financing Activities | 21,318 | - | ||
Cash at Beginning of Period | - | - | ||
Net Increase (Decrease) In Cash | 10,175 | - | ||
Cash at End of Period | $ 10,175 | $ - | ||
Supplemental Disclosure of Non-Cash Financing Activities: | ||||
Purchase of Art and Other Collectibles by issuance of Notes Payable – related party | $ 1,227,991 | $ - | ||
Purchase of Art and Other Collectibles by equity commitment to artists | 13,000 | - | ||
Total Non-Cash Financing Activities | $ 1,240,991 | $ - |
OTIS GALLERY LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2019 AND 2018, FOR THE YEAR ENDED DECEMBER 31, 2019 AND FOR THE PERIOD FROM DECEMBER 18, 2018 (INCEPTION) TO DECEMBER 31, 2018
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2019 AND 2018, FOR THE YEAR ENDED DECEMBER 31, 2019 AND FOR THE PERIOD FROM DECEMBER 18, 2018 (INCEPTION) TO DECEMBER 31, 2018
Any free cash flow generated by a Series from the utilization of the Underlying Asset related to such Series shall be applied within the Series in the following order of priority:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2019 AND 2018, FOR THE YEAR ENDED DECEMBER 31, 2019 AND FOR THE PERIOD FROM DECEMBER 18, 2018 (INCEPTION) TO DECEMBER 31, 2018
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2019 AND 2018, FOR THE YEAR ENDED DECEMBER 31, 2019 AND FOR THE PERIOD FROM DECEMBER 18, 2018 (INCEPTION) TO DECEMBER 31, 2018
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2019 AND 2018, FOR THE YEAR ENDED DECEMBER 31, 2019 AND FOR THE PERIOD FROM DECEMBER 18, 2018 (INCEPTION) TO DECEMBER 31, 2018
Series | Series Description | Total Investment in Art and Other Collectible Assets |
Series #KW | 2018 Saint Jerome Hearing the Trumpet of Last Judgement painting by Kehinde Wiley | $237,500 |
Series Drop 002 | Nike MAG Back to the Future (2016) Sneakers | 30,000 |
Series Drop 003 | The Incredible Hulk #181 Comic | 34,000 |
Series Drop 004 | Collection of Supreme Skate Decks (Select Limited Edition Artist Collaborations) | 44,341 |
Series Drop 005 | 2018 DOB and Arrows: Patchworks Skulls painting by Takashi Murakami and Virgil Abloh | 90,000 |
Series Drop 006 | 1978 Rolex Daytona Ref. 6265 Big Red watch | 78,000 |
Series Drop 007 | 2011 Hermes Birkin 35cm So Black handbag | 56,250 |
Series Drop 008 | 2019 Series of Commissioned Paintings by fnnch | 35,000 |
Series Drop 009 | 2012 Gone and Beyond painting by Kaws | 310,000 |
Series Drop 010 | Collection of Nike SB Dunks sneakers | 24,000 |
Series Gallery Drop 011 | 2019 commissioned painting by Shelby and Sandy "Basketball" | 23,000 |
Series Gallery Drop 012 | 2011 Love Is What You Want neon sculpture by Tracey Emin | 140,000 |
Series Gallery Drop 013 | 2019 Grey Selenite Newspaper Machine sculpture by Daniel Arsham | 84,150 |
Series Gallery Drop 014 | Collection of 1985 Jordan 1 OG Sneakers | 30,000 |
Series Gallery Drop 015 | Collection of Supreme Skate Decks – Bundle II | 24,750 |
Total | $1,240,991 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2019 AND 2018, FOR THE YEAR ENDED DECEMBER 31, 2019 AND FOR THE PERIOD FROM DECEMBER 18, 2018 (INCEPTION) TO DECEMBER 31, 2018
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2019 AND 2018, FOR THE YEAR ENDED DECEMBER 31, 2019 AND FOR THE PERIOD FROM DECEMBER 18, 2018 (INCEPTION) TO DECEMBER 31, 2018
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2019 AND 2018, FOR THE YEAR ENDED DECEMBER 31, 2019 AND FOR THE PERIOD FROM DECEMBER 18, 2018 (INCEPTION) TO DECEMBER 31, 2018
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2019 AND 2018, FOR THE YEAR ENDED DECEMBER 31, 2019 AND FOR THE PERIOD FROM DECEMBER 18, 2018 (INCEPTION) TO DECEMBER 31, 2018
Series Name | Interest Rate(1) | Note Principal Payable | Note Interest Payable | Total Due to Manager |
Series Drop 002 | 0% | $ 30,000 | $ - | $ 30,000 |
Series Drop 003 | 0% | 34,000 | - | 34,000 |
Series Drop 004 | 0% | 44,341 | - | 44,341 |
Series Drop 005 | 0% | 90,000 | - | 90,000 |
Series Drop 006 | 0% | 78,000 | - | 78,000 |
Series Drop 007 | 0% | 56,250 | - | 56,250 |
Series Drop 008 | 0% | 27,000 | - | 27,000 |
Series Drop 009 | 0% | 310,000 | - | 310,000 |
Series Drop 010 | 0% | 24,000 | - | 24,000 |
Series Drop Gallery 011 | 7.5% | 18,000 | 67 | 18,067 |
Series Drop Gallery 012 | 7.5% | 140,000 | 524 | 140,524 |
Series Drop Gallery 013 | 7.5% | 84,150 | 316 | 84,466 |
Series Drop Gallery 014 | 7.5% | 30,000 | 88 | 30,088 |
Series Drop Gallery 015 | 7.5% | 24,750 | 93 | 24,843 |
Totals | $ 990,491 | $ 1,088 | $ 991,579 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2019 AND 2018, FOR THE YEAR ENDED DECEMBER 31, 2019 AND FOR THE PERIOD FROM DECEMBER 18, 2018 (INCEPTION) TO DECEMBER 31, 2018
Series Name | Interests Sold as of 12/31/2019 | Subscription Amount |
Series #KW | 10,000 | $ 250,000 |
Series Drop 002 | 960 | 31,680 |
Series Drop 003 | 996 | 34,860 |
Series Drop 005 | 1,229 | 93,404 |
Series Drop 008 | 795 | 31,800 |
Series Drop 010 | 999 | 24,975 |
Total | 14,979 | $ 466,719 |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2019 AND 2018, FOR THE YEAR ENDED DECEMBER 31, 2019 AND FOR THE PERIOD FROM DECEMBER 18, 2018 (INCEPTION) TO DECEMBER 31, 2018
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2019 AND 2018, FOR THE YEAR ENDED DECEMBER 31, 2019 AND FOR THE PERIOD FROM DECEMBER 18, 2018 (INCEPTION) TO DECEMBER 31, 2018
Exhibit No. | Description | |
2.1 |
2.2 |
2.3 |
3.1 |
3.2 |
3.3 |
3.4 |
3.5 |
3.6 |
3.7 |
3.8 |
3.9 |
3.10 |
3.11 |
3.12 |
3.13 |
3.14 |
3.15 |
4.1 |
4.2 |
4.3 |
4.4 |
4.5 |
4.6 |
4.7 |
4.8 |
4.9 |
4.10 |
4.11 |
4.12 |
4.13 |
4.14 |
4.15 |
6.1 |
6.2 |
6.3 |
6.4 |
6.5 |
6.6 |
6.7 |
6.8 |
6.9 |
6.10 |
6.11 |
6.12 |
6.13 |
6.14 |
6.15 |
6.16 |
6.17 |
6.18 |
6.19 |
6.20 |
6.21 |
6.22 |
6.23 |
6.24 | Purchase and Sale Agreement, dated September 16, 2019, between Series Drop 010, a Series of Otis Gallery LLC, and Otis Wealth, Inc. (incorporated by reference to Exhibit 6.30 to the Post-Qualification Offering Statement on Form 1-A POS filed on September 25, 2019) |
6.25 |
6.26 |
6.27 |
6.28 |
6.29 |
6.30 |
6.31 |
6.32 |
6.33 |
6.34 |
6.35 |
6.36 |
6.37 |
6.38 |
6.39 |
6.40 |
6.41 |
6.42 |
6.43 |
6.44 |
6.45 |
6.46 |
8.1 |
8.2 |
8.3 |
8.4 |
8.5 |
8.6 |
8.7 |
8.8 |
8.9 |
8.10 |
8.12 |
8.13 |
8.15 |
8.17 |
8.18 |
8.19 |
8.20 |
8.22 |
8.23 |
OTIS GALLERY LLC By: Otis Wealth, Inc., its managing member | |
/s/ Michael Karnjanaprakorn | |
Name: Michael Karnjanaprakorn | |
Title: Chief Executive Officer |
SIGNATURE | TITLE | DATE | ||
/s/ Michael Karnjanaprakorn | Chief Executive Officer and Director of Otis Wealth, Inc. (principal executive officer and principal financial and accounting officer) | April 29, 2020 | ||
Michael Karnjanaprakorn | ||||
Otis Wealth, Inc. | Managing Member | April 29, 2020 | ||
By: | /s/ Michael Karnjanaprakorn | |||
Name: Michael Karnjanaprakorn | ||||
Title: Chief Executive Officer |