Client Relationship Summary
Effective January 05, 2023
Item 1. Introduction
pH Partners, LLC is an SEC Registered and FINRA Member Broker-Dealer. Brokerage and investment management services and fees differ, it is important for the retail investor to understand the differences. Free and simple tools are available to research firms and financial professionals at Investor.gov/CRS, which provides educational materials about broker-dealers, investment advisers, and investing.
Item 2. Relationships and Services
What investment services and advice can you provide me?
We offer brokerage services to accredited investors, exclusively through the sale of private placements and Real Estate Investment Trusts (REITs). A private placement is an offering of securities that is exempt from registration with the Securities and Exchange Commission. A REIT is a company that owns and operates various real estate properties in which 90% of the income it generates is paid to shareholders in the form of dividends. These products carry significant risks, which may result in the loss of some or all of your investment. Such risks include, but are not limited to, the inability to sell your investment for cash, the lack of publicly available information on the company issuing the security, and no guarantees of returns or periodic payments.
We carefully select the offerings we bring to market, focusing primarily on the healthcare sector. Any potential investment you may receive from us will be limited to these offerings. Therefore, we may be unable to adequately compare the risks and benefits of the offerings we bring to offerings presented by other financial firms or professionals. While our firm will present an investment’s potential risks and benefits to you, the ultimate authority to make such investment rests solely with you. We also do not give any legal or tax advice and you will need to rely on your own legal, tax, and other business advisors before making any investment decision.
Our firm does not hold any investor cash or securities. Securities purchased in private placements often have no easily assessable market value, so our firm will not monitor the market value of your investment on an ongoing basis. The investments we present often require a minimum investment amount.
Private placements are only suitable for people who are familiar with and willing to accept their illiquidity, long -term capital commitment, and high risk of loss. Securities purchased in private placements are not publicly traded. There can be no assurance that the price of any security purchased in a private placement is reflective of market or industry valuations and may not reflect the value of the security to another third-party investor. In addition, you will likely receive restricted securities that may require a holding period before resale is permitted. Companies seeking private placement investments tend to be in earlier stages of development. You must be able to afford to lose your entire investment. Investments in private placements are not FDIC insured.
Conversation Starters: “Given my financial situation, should I choose an investment advisory service? Why or why not?”; “How will you choose investments to recommend to me?”; “What is your relevant experience, including your licenses, education and other qualifications? What do these qualifications mean?”
Item 3. Fees, Costs, Conflicts, and Standard of Conduct
What fees will I pay?
Our firm is mostly compensated through placement fees, which are payable by the issuer of the securities. These are calculated as a percentage of the funds, typically between 2% and 10%, raised in an offering, regardless of the performance of the investment. We also may receive a warrant (the right to purchase an equity security in the future for a defined price) or some other type of equity security from the issuer as compensation for our services. Given that different offerings have different placement fees, we may have a conflict of interest when presenting investments to you. Given that our placement fees are payable by the issuer, the full amount of your investment will be used to purchase securities, even though a certain amount of the proceeds may be immediately redirected by the issuer to us as placement fees. Please make sure you understand what fees and costs you are paying.
Conversation Starter: Help me understand how these fees and costs might affect my investments. If I give you $10,000 to invest, how much will go to fees and costs, and how much will you invest for me?
What are your legal obligations to me when acting as my investment adviser? How else does your firm make money and what conflicts of interest do you have?
When we provide you with a recommendation, we have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests, which can affect the recommendations we provide you. Here are some examples to help you understand what this means. (ii) Examples of Ways You Make Money and Conflicts of Interest: Proprietary Products: Our firm will often present investments that are only available through us, which may result in a higher placement fee than may be charged by other financial firms. Warrants: As stated previously, our firm may receive a warrant or some other type of equity security from the issuer as compensation for our services. The terms of any security our firm may receive may be different than the terms of any security purchased in the private placement, which may create a conflict of interest.
Conversation Starter: How might your conflicts of interest affect me, and how will you address them?
How do your financial professionals make money?
Registered representatives receive a commission, and typically receive a percentage of the placement fees received by our firm. Each representative has a commission schedule. Please ask your representative to discuss, in detail, their commission schedule.
It is important to understand the differences between a brokerage commission-based account and an asset-based fee account.
an asset‐based fee if you want continuing advice or want someone to make investment decisions for you, even though it may cost more than a transaction‐based fee.
a transaction‐based fee from a cost perspective, if you do not trade often or if you plan to buy and hold investments for longer periods of time.
Item 4. Disciplinary History
Do you or your financial professionals have legal or disciplinary history?
Yes. Visit Investor.gov/CRS for a free and simple search tool to research pH Partners and our financial professionals.
Conversation Starter: As a financial professional, do you have any disciplinary history? For what type of conduct?
Item 5. Additional Information
Additional information can be found on our website, www.phpartners.com. A copy of this form will be posted to our site or available upon request by calling (512) 900-7393.
We also encourage you to seek additional information.
- For additional information about our brokers and services, visit Investor.gov, BrokerCheck at BrokerCheck.Finra.org, our web site: phpartners.com
- To report a problem to the SEC, visit Investor.gov or call the SEC’s toll‐free investor assistance line at (800) 732‐0330. To report a problem to FINRA, https://www.finra.org/investors/file-complaint. If you have a problem with your investments, account or financial professional, contact us in writing or call (512) 900-7393.
- Additional information can be obtained by calling Benjamin Perkins at (512) 900-7393.
Conversation Starter: Who is my primary contact person? Is he or she a representative of an investment adviser or a broker-dealer? Who can I talk to if I have concerns about how this person is treating me?