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In-Depth Real Estate Investing Reviewsยท Updated July 15, 2026
DiversyFund's original $500-minimum growth REIT is closed to new investors after the SEC permanently suspended its second fund's Regulation A exemption in 2023. Existing investors are waiting on a liquidation that has not yet arrived. Here is what happened.
Investment Quality Score
By the NumbersThe Bottom Line
DiversyFund marketed a $500-minimum, non-accredited growth REIT that reinvested all cash flow instead of paying regular dividends. The product you may remember no longer exists for new investors: the SEC permanently suspended the second fund's Regulation A exemption in June 2023 (a settled order with no fines and no admission of wrongdoing), the original fund's SEC filings show mounting losses and minimal distributions ($11,822 paid to all investors in the first half of 2025), and a shareholder lawsuit continues with three surviving claims after a June 2025 ruling. The company now markets a separate accredited-only fund. Existing investors are effectively waiting on asset sales with no redemption option.
Pros & Cons
Real multifamily assets in the portfolio
DF Growth REIT's SEC filings show roughly $66.8 million in rental real estate (net of depreciation) and $97.9 million in total assets as of June 30, 2025. Unlike some failed platforms, there is a real, reported portfolio behind investor shares.
Current SEC reporting
DiversyFund's funds still file semiannual and annual reports with the SEC, so investors can track the portfolio, cash position, and litigation status through primary sources rather than marketing updates.
Low minimum brought new investors into real estate
The original $500 minimum with no accreditation requirement made private multifamily investing accessible to people who had never had access before, and helped prove demand for low-minimum real estate products.
SEC matter resolved without fines or fraud findings
The SEC's June 2023 order permanently suspended REIT II's Regulation A exemption, but the settlement imposed no fines or penalties, and in August 2023 the SEC closed its investigation without recommending enforcement action against the company, its funds, or its principals.
The original product is closed and there is no way in or out
REIT II's offering ended in 2022 and its Regulation A exemption was permanently suspended in June 2023. The original growth REITs never offered a redemption program, so existing investors cannot withdraw; they are waiting on property sales that have not yet returned meaningful capital.
๐ก Investment Tip: If you are an existing investor, track the funds' 1-SA and 1-K filings on SEC EDGAR (search 'DF Growth REIT'). They are the most reliable source on where your money stands.
Mounting losses and a thin cash position
Per the fund's own SEC filing for the first half of 2025, DF Growth REIT reported a $2.38 million net loss for the period (after a $7.9 million net loss in 2024), an accumulated deficit of $26.3 million, and cash of $305,385, down from $1.95 million at the end of 2024.
๐ก Investment Tip: Compare the fund's cash position and debt ($49.4 million in notes payable) against its reported asset values when forming your own recovery expectations.
Ongoing shareholder litigation
A shareholder suit filed in December 2022 against the funds, DiversyFund, Inc., and its principals was largely dismissed in April 2024, but after an amended complaint, a June 2025 ruling allowed three claims to proceed. The company disputes the claims and says it will contest them; the parties were preparing for discovery as of the fund's most recent filing.
๐ก Investment Tip: Litigation outcomes are unpredictable. The fund's filings note that defense costs have so far been paid by the sponsor, not the fund.
Pivot to a high-minimum accredited fund
While original investors wait, DiversyFund now markets a separate fund for accredited investors with dramatically higher minimums. The $500-minimum retail product that built the brand is not available to new investors.
๐ก Investment Tip: If you found DiversyFund through its low-minimum marketing, understand that the current offering is a different product with different terms and eligibility.
The Basics
DiversyFund is a San Diego-based real estate sponsor that raised money from non-accredited investors through Regulation A growth REITs (DF Growth REIT, LLC and DF Growth REIT II, LLC) with a $500 minimum. The funds bought value-add multifamily properties and reinvested all cash flow rather than paying regular dividends, with returns promised at liquidation. The SEC investigated REIT II starting in November 2021, suspended its offering in early 2022, and permanently suspended its Regulation A exemption in a June 2023 settled order (no fines, no admission of wrongdoing). The original REITs are closed to new investors, distributions have been minimal, and investors are waiting on asset sales.
Non-traded Regulation A growth REITs holding value-add multifamily real estate. The strategy reinvested cash flow instead of distributing it, so investor returns depend almost entirely on eventual property sales.
No one, for the original product: the growth REITs are closed to new investment. The company's current offering is limited to accredited investors at much higher minimums.
The funds acquired value-add multifamily properties directly and through joint ventures, aiming to renovate, raise rents, and sell. Per SEC filings, the portfolio included roughly $66.8 million in rental real estate (net) plus joint venture and equity investments as of June 30, 2025.
DiversyFund, Inc. was founded by Craig Cecilio and Alan Lewis and grew quickly on $500-minimum marketing between 2019 and 2021. The SEC matter, closed offerings, minimal distributions, and shareholder litigation have defined the years since.
Ease of Use
Nothing, at the original entry point. The $500-minimum growth REITs are closed. The current DiversyFund offering is accredited-only with a much higher minimum.
Value-add multifamily properties in various U.S. markets, held directly and through joint ventures.
Historically $500 with no accreditation requirement. That product is closed to new investors.
The funds file annual (1-K) and semiannual (1-SA) reports with the SEC under Regulation A. These filings, not the company website, are the authoritative record of portfolio value, cash, losses, and litigation status.
Not applicable for the original REITs. Prospective investors evaluating the company's current accredited-only fund should read its offering documents carefully and note the history documented here.
Earning Potential
For existing growth REIT investors, returns depend on eventual asset sales. The funds reinvested cash flow by design, so there was never meaningful income along the way, and recent filings show losses: a $7.9 million net loss in 2024 and a $2.4 million net loss in the first half of 2025 for DF Growth REIT, with an accumulated deficit of $26.3 million. Past performance does not guarantee future results.
The growth REIT model deferred all returns to liquidation. Actual cash distributions have been minimal: $525,872 in all of 2024 and $11,822 in the first half of 2025 across the entire investor base, per SEC filings.
The funds paid management and other fees to affiliates of the sponsor, detailed in offering circulars and annual reports. The SEC's 2023 order cited inaccurate statements about fees on the DiversyFund website relative to REIT II's offering documents.
โA growth REIT that defers all returns to liquidation is a bet on the sponsor's exit timing. DiversyFund investors have been waiting years for that exit.โ
Investment Liquidity
Indefinite. The growth REITs never had a redemption program, and the eventual liquidation has not yet returned meaningful capital to investors.
Not available and never was. This was disclosed: the product was designed with no early exit.
DiversyFund growth REIT investors have essentially no control over their capital: no redemptions, no secondary market, and no say in liquidation timing.
โNo income along the way, no redemption option, and a sponsor-controlled exit: DiversyFund's structure concentrated every form of investor risk into a single question of when, and how well, the sponsor sells.โ
The Final Verdict
DiversyFund is not an option for new retail investors, and that is the most important fact about it: the $500-minimum product that made the brand famous is closed, and its successor fund is accredited-only. Existing growth REIT investors hold shares in funds whose own filings show mounting losses, minimal distributions, thin cash, and unresolved litigation, with no redemption mechanism while they wait. Investors drawn to low-minimum real estate should study the structural lesson here before choosing any platform: products that defer all returns to a sponsor-controlled liquidation leave you with no income and no exit if the plan slips. Platforms with investor-controlled liquidity and regular distributions, such as Lofty, Fundrise, or Arrived, put structurally more control in investors' hands, though each has its own trade-offs worth comparing.
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Extras
In November 2021 the SEC began investigating DF Growth REIT II. The SEC alleged two technical Regulation A violations (failing to start the offering within two days of qualification, and raising the offering cap from $50M to $75M via supplement instead of a post-qualification amendment) plus misleading statements on the DiversyFund website about fees, fund affiliation, and capital needs. The June 9, 2023 settled order permanently suspended REIT II's Reg A exemption, with no fines and no admission of wrongdoing, and the SEC closed its investigation in August 2023 without recommending enforcement action. The company notes the allegations did not involve financial or accounting misconduct.
Track the funds on SEC EDGAR (search 'DF Growth REIT'): the semiannual 1-SA and annual 1-K filings disclose cash, losses, asset sales, and litigation status. Keep your own records of your investment. If your position is significant, a securities attorney can explain what the ongoing shareholder litigation may or may not mean for you. Nothing here is legal advice.
DiversyFund, Inc. (San Diego) sponsors and manages DF Growth REIT, LLC and DF Growth REIT II, LLC through DF Manager, LLC. Craig Cecilio is CEO and Alan Lewis is Chief Investment Officer.
Frequently Asked Questions
The SEC investigated DiversyFund's second growth REIT starting in 2021 and permanently suspended its Regulation A exemption in a June 2023 settled order (no fines, and the SEC closed the investigation without recommending enforcement action). The original $500-minimum growth REITs are closed to new investors, cash distributions have been minimal per SEC filings, a shareholder lawsuit continues with three surviving claims, and the company has shifted to marketing an accredited-only fund with much higher minimums.
No regulator has made a fraud finding. The SEC's allegations involved technical Regulation A compliance failures and misleading website statements, were settled without fines or an admission of wrongdoing, and the investigation was closed without enforcement action. Separately, a shareholder suit is ongoing. The practical problem for investors is structural: a closed fund with no redemptions, minimal distributions, reported losses, and a liquidation that has not yet delivered.
Not on demand. The growth REITs never had a redemption program, so existing investors must wait for the sponsor to sell assets and distribute proceeds. SEC filings show minimal distributions so far: $525,872 in all of 2024 and $11,822 in the first half of 2025 across all investors.
Yes. The funds still file reports with the SEC and the company still operates, now marketing an accredited-only fund. But the original $500-minimum retail product is closed to new investment, and existing investors are waiting on asset sales.
Judge alternatives on the exact features DiversyFund lacked: regular distributions and investor-controlled liquidity. Lofty pays rent daily with a 24/7 marketplace and no lock-up ($50 minimum). Fundrise pays quarterly dividends with quarterly redemption windows ($10 minimum, with documented redemption delays in stressed markets). Arrived pays quarterly with a limited secondary market ($100 minimum). Each has real trade-offs, but all three distribute income rather than deferring everything to a sponsor-controlled exit.
Lofty is one of the most flexible ways to invest in real estate.
Enjoy $50 minimums, daily rent payouts, no lock-up periods, and a 24/7 exchange for buying and selling shares.