DiversyFund Review 2026: What Happened to the $10 Share

Yes, but not in the business most people know it for. DiversyFund, Inc. still exists and still manages the four retail vehicles, and diversyfund.com is live. What has stopped is the retail offering: all four vehicles that sold $10 shares to non-accredited investors are closed, and the only products on sale are Regulation D offerings to accredited investors at $100,000 minimums. The sponsor reported revenue of $94,760 and five employees for 2025, down from $11,638,312 and fourteen in 2022, and it terminated its own Regulation CF reporting on May 8, 2026. Its September 2026 private placement memorandum shows total assets of $754,897 against total liabilities of $7,557,409, so shareholders' equity is negative $6,802,512, and cumulative losses of about $36.9 million since 2020.

No, other than by waiting for the underlying buildings to be sold. None of the four vehicles has ever had a redemption plan, at any price or with any lockup, and no filing describes a secondary market or transfer venue. DF Growth REIT is now in a winding up period that it describes as 12 to 24 months or more, during which it intends to sell its ten remaining positions. What you receive will depend on those sale prices, after the $47.5 million of debt, the 1% disposition fees and any promote.

No vehicle publishes a net asset value, so there is no official answer. On AltStreet's arithmetic from the issuers' own reported equity and share counts at December 31, 2025: DF Growth REIT works out at about $5.21 per $10 share (equity of $39,439,383 less $5,501,361 of non-controlling interests, over 6,511,395 shares), DF Growth REIT II at about $4.12, and Value Add Growth REIT IV at about $7.37 (equity of $1,508,184 over the 204,627 shares left after $65,250 was rescinded). Value Add Growth REIT III still carries its shares at the $10 they were sold for, because it has never recorded a valuation event. None of these figures is an appraisal or a price at which anyone will buy your shares.

Yes, and the specifics matter. In SEC Administrative Proceeding File No. 3-20801 the Commission temporarily suspended DF Growth REIT II's Regulation A exemption on March 16, 2022 and permanently suspended it by settled order on June 9, 2023. The findings were that REIT II failed to begin its offering within two days of qualification, raised its maximum from $50 million to $75 million by supplement rather than a qualified amendment, and made inaccurate statements about fees, including a website that still said there were 'no management fees' after a 2% fee had been added. No fine or penalty was imposed, there is no finding of fraud or intentional wrongdoing, and on August 9, 2023 the staff closed its investigation without recommending action against DiversyFund, either REIT, the manager, Craig Cecilio or Alan Lewis. Separately, Value Add Growth REIT IV missed a post-qualification amendment in 2024, sold shares for ten weeks under an offering statement that was no longer available, and offered rescission.

It is over. Three shareholders sued DF Growth REIT, DF Growth REIT II, DiversyFund, Inc. and both founders in December 2022, seeking class certification on claims that largely tracked the SEC's. The suit was dismissed in April 2024 for failure to state a claim, amended twice more, and on June 8, 2025 the court allowed certain claims to proceed. On March 20, 2026 the parties filed a stipulation of dismissal and the court dismissed the action in its entirety, with prejudice, each side bearing its own costs. No class was ever certified. Secondary sources that describe the case as still in discovery are out of date.

Yes, and then it stopped. DF Growth REIT paid a monthly distribution at a 5.00% annualized rate for 28 consecutive months, from the June 2019 period through the September 2021 period, totaling $2,849,716. It then declared $4,982,436 in 2022, funded by the only profitable year in its history, and $1,100,471 of that declaration was still unpaid at December 31, 2025. It has declared nothing in 2023, 2024 or 2025. Total declared across the fund's life is $7,832,152 against $65,113,948 raised, or 12.0% of capital over seven years, and the distribution table's own heading shows a portion was reinvested rather than paid in cash. No distribution is disclosed for any of the other three vehicles.

More than the fund's income statement shows, because the largest ones are charged at the property. The sponsor takes an acquisition or developer fee of 6% to 8% of total project cost, which is capitalized into the building rather than expensed by the fund: $6,537,745 in 2021 across four acquisitions, equal to 10.0% of everything DF Growth REIT ever raised. On top of that: 1% of loan value for financing, 0% to 0.5% for a guaranty, 1% of sale price on disposition, 0% to 7.5% of construction costs, up to 10% of capital raised for organization and offering expenses, 2% of collected rents at the project level, and a promote of 35% of profits after a 7% preferred return rising to 50% after 12%. One clause lets the manager keep the difference when it hires third parties below 'market rates' that the manager itself determines. The genuine offset is that the 2% fund-level asset management fee has been waived since inception.

No, and the evidence is specific rather than reassuring. DiversyFund bought real apartment buildings and still holds ten of them; it filed audited annual reports with a real audit firm; it paid a distribution for 28 months; the SEC investigated and closed its investigation without recommending action against anyone, having made no finding of fraud and imposed no fine; and the shareholder suit was dismissed with prejudice with no class certified. What the record shows is a sponsor that raised $83.4 million from retail investors, charged large fees at the property level, stopped distributions in 2021, filed its reports up to 342 days late for two years, had one fund's exemption suspended and another's offering lapse, and has returned no capital in ten years. That is a poor outcome and a poor compliance record. It is not the same thing as fraud, and this review does not claim it is.

It is the accredited-only product the website leads with: units at $1,000, up to $35,000,000 across three classes, with minimums of $1,000,000, $250,000 and $100,000 and Target Rates of 18%, 15% and 12% a year, non-compounded. AltStreet obtained and read the memorandum, and the fee answer is genuinely favorable: 'The Company pays the Manager no management fee, acquisition fee, origination fee, financing fee, disposition fee, property management fee, construction management fee, guaranty fee, or carried interest of any kind.' The economics sit one layer down instead. The fund makes preferred equity investments into special purpose vehicles 'wholly owned or controlled by the Manager or an Affiliate', and the manager 'is the owner of each SPV Borrower and retains any residual profit the SPV Borrower realizes after repaying the Company in full'. So you are capped at your target rate and the sponsor keeps whatever the property earns above it. Three further terms matter: a shortfall against your target rate is tracked without interest as 'Unpaid Preferred Return' with a cure the manager targets within about 12 months but is not required to deliver; 'no audit will be conducted' of the fund's financial statements, ever, because the manager does not believe the expense is justified; and the memorandum 'does not contain any financial statements of the Manager', which is a company whose own balance sheet shows negative equity of $6,802,512. No Form D for Distressed Income Fund, LLC appears on EDGAR.

They are two different offerings, and the answer to the first question is: a lawsuit. DiversyFund currently markets a DF Income product at a $20,000,000 target and a $100,000 minimum with 12% and 15% rate classes; AltStreet could not obtain a memorandum for it and found no Form D matching those terms. Separately there is a $1,000,000 secured notes program with a $25,000 minimum at a flat 12%, which does have a memorandum and does match Form D 021-554286, and which reports itself fully sold to 20 investors as of September 15, 2026. What follows is about the secured notes. AltStreet obtained and read the September 2026 private placement memorandum. The collateral is a pro rata share of the potential proceeds of a legal malpractice claim that DF Growth REIT, DF Growth REIT II, DiversyFund, Inc., Craig Cecilio and Alan Lewis brought against Flaster Greenberg P.C., Lex Nova Law and Mark Roderick in the Superior Court of New Jersey, case MER-L-000290-23. Those are the securities lawyers who handled DiversyFund's Regulation A work. There is no real estate securing the notes, and the proceeds are not used to buy any: the use-of-proceeds table puts 99.5% into general corporate purposes and working capital. The notes rank second. $700,000 of notes issued in 2023 have the first claim on the first $1,000,000 of any proceeds, and the memorandum discloses that $300,000 of those is owed to chief executive Craig Cecilio and $200,000 to a relative, Laurian Cecilio, and that 'Several of these First-Priority Notes are currently in default for non-payment of interest by the Company due to cash constraints and are past their two year maturity dates.' The law firm running the claim takes 33.3% on contingency. If the claim produces nothing, the memorandum says the company 'will be responsible for repaying the Notes using other means', and its balance sheet at December 31, 2025 shows $754,897 of assets against $7,557,409 of liabilities.

It went dark. The vehicle raised $4,872,123 through PicMii Crowdfunding under Regulation CF and closed in December 2022, investing $4,345,059 in three minority stakes in buildings its sister funds also own. On April 25, 2025 it filed its final annual report and a Form C-TR on the same day, ending its SEC reporting. That final report was unaudited, certified only by the chief executive, and contradicts itself in at least four places: the cover reports zero revenue and zero net income against $35,660 and $28,960 in the attached statements; the management discussion lists three investments while the accounting note lists two; the FY2023 net loss is $(6,070) in one statement and $(5,800) in another; and the cash flow statement does not reconcile. Its investors hold shares last marked at the $10 they paid and will receive no further SEC filings; a Form C-TR ends the reporting obligation but does not prevent the company from reporting to them voluntarily.

Craig Cecilio is Chief Executive Officer and Alan Lewis is Chief Investment Officer of both DiversyFund, Inc. and DF Manager, LLC, the manager of all four vehicles. Together they own a majority of the sponsor, described as more than 80% in the REIT II offering circular. The company is at 750 B Street, Suite 1930, San Diego. In 2017 the California Bureau of Real Estate brought a complaint against Cecilio and CCFG arising from an audit of records for 2014 and 2015; under a stipulation he reimbursed $9,245.70 of costs, CCFG's license was surrendered, and a personal suspension was stayed on payment of a $3,000 fine for failure to supervise.