What is a Monicals Pizza Developer prohibited from indicating or implying regarding the Franchisor's interest in the Developer's proposed securities offering?
Monicals_Pizza Franchise · 2025 FDDAnswer from 2025 FDD Document
If Developer desires to make either a public or a private offering of its securities, prior to such offering and sale and prior to the public release of any statements, data or other information of any kind relating to the proposed offering of Developer's securities, Developer shall secure the written approval of Franchisor, which approval shall not be unreasonably withheld. Developer shall secure Franchisor's prior written approval of any and all press releases, news releases and any and all other publicity, the primary purpose of which is in the public interest in its offering. Only to the extent that written approval has been given by Franchisor may Developer proceed to file, publish, issue and release and make public any data, material or information regarding its securities offering. Any review by Franchisor is solely for its own information, and its approval shall not constitute any kind of authorization, acceptance, agreement, endorsement, approval or ratification of the same, either express or implied; and Developer shall make no oral or written notice of any kind whatsoever indicating or implying that Franchisor or related corporations or persons have any interest in or relationship whatsoever to the proposed offering other than acting as Franchisor. Developer shall indemnify and hold harmless Franchisor and its subsidiaries, and their owners, directors, officers, employees, successors and assigns, from all claims, demands, costs, fees, charges, liabilities or expenses (including attorneys' fees) of any kind whatsoever arising from Developer's offering or information published or communicated and any actions taken with regard thereto.
Source: Item 23 — RECEIPTS (FDD pages 46–257)
What This Means (2025 FDD)
According to the 2025 Monicals Pizza Franchise Disclosure Document, a Developer is restricted in what they can communicate about Monicals Pizza's involvement in their securities offerings. Specifically, the Developer cannot make any oral or written statements that suggest Monicals Pizza or its related entities have any interest in or relationship to the Developer's proposed securities offering, beyond the fact that they are the franchisor.
This restriction is in place to ensure that potential investors in the Developer's securities are not misled into thinking that Monicals Pizza is endorsing or guaranteeing the investment. Monicals Pizza's review and approval of the Developer's offering materials are solely for their own informational purposes and do not constitute any form of endorsement or acceptance.
The Developer is also required to indemnify and hold harmless Monicals Pizza and its subsidiaries from any claims, costs, or liabilities arising from the Developer's securities offering or any related information that is published or communicated. This means the Developer is responsible for any legal or financial repercussions that Monicals Pizza might face due to the Developer's offering.
This provision highlights the importance of independent due diligence for potential investors in a Monicals Pizza franchise. While Monicals Pizza reviews the Developer's offering materials, this review should not be interpreted as an endorsement. Investors should conduct their own thorough investigation and seek independent financial and legal advice before investing.