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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

PRELIMINARY PROSPECTUS

1,984,000 Units

Fantex Sports Portfolio 1 Units

We are offering 1,984,000 Fantex Sports Portfolio 1 Units (each, a “Unit” and together, the “Units”). We anticipate that the initial public offering price of the Units will be $13.00 per Unit. Each Unit consists of 0.047 shares of Fantex Series Vernon Davis Convertible Tracking Stock (“Fantex Series Vernon Davis”), 0.127 shares of Fantex Series EJ Manuel Convertible Tracking Stock (“Fantex Series EJ Manuel”), 0.040 shares of Fantex Series Mohamed Sanu Convertible Tracking Stock (“Fantex Series Mohamed Sanu”), 0.277 shares of Fantex Series Alshon Jeffery Convertible Tracking Stock (“Fantex Series Alshon Jeffery”), 0.117 shares of Fantex Series Michael Brockers Convertible Tracking Stock (“Fantex Series Michael Brockers”), 0.089 shares of Fantex Series Jack Mewhort Convertible Tracking Stock (“Fantex Series Jack Mewhort”) and 0.683 shares of Fantex Series Professional Sports Convertible Tracking Stock (“Fantex Series Professional Sports”). A Unit cannot be separated into its component parts at any time. In this prospectus, we sometimes refer to the convertible tracking stocks that comprise the Units as the “Unit Tracking Stocks,” and to our convertible tracking stocks more generally as our “tracking stocks.”

There is no established trading market for these Units. We have applied to list the Units on the NYSE MKT LLC under the symbol “FXSP.” Shares of our Fantex Series Vernon Davis, Fantex Series EJ Manuel, Fantex Series Mohamed Sanu, Fantex Series Alshon Jeffery, Fantex Series Michael Brockers and Fantex Series Jack Mewhort are quoted on the website of our affiliated broker-dealer, Fantex Brokerage Services, LLC (“FBS”), under the symbols “VNDSL,” “EJMLL,” “SANUL,” “JEFFL,” “BRKSL” and “JKMTL,” respectively. On April 8, 2016, the last reported sales prices of Fantex Series Vernon Davis, Fantex Series EJ Manuel, Fantex Series Mohamed Sanu, Fantex Series Alshon Jeffery, Fantex Series Michael Brockers and Fantex Series Jack Mewhort on the FBS alternative trading system were $7.90 per share, $6.00 per share, $11.00 per share, $11.50 per share, $8.50 per share and $12.00 per share, respectively.

The securities that are included in the Units are tracking stocks. Neither our tracking stocks nor the Units represent an interest in a separate legal entity. Each of our tracking stocks is intended to track and reflect the separate economic performance of one or more specific brand contracts we have signed with an athlete, entertainer or other high profile individual. However, holders of any Units or tracking stocks will not have a direct investment in the associated brand, brand contract or individual. Rather, an investment in a tracking stock, including through purchase of any Units, will represent an ownership interest in our company as a whole, which will expose holders to additional risks associated with any individual tracking stock that exists at the time of any investment or that we may establish and issue in the future. Our contract parties are, and we expect they will continue to be, individuals and legal entities that are separate and independent from us, with separate ownership, management and operations. The creation or issuance of a tracking stock or Unit will not result in an actual transfer of our assets or the creation of a separate legal entity.

This is also an offering of shares of our platform common stock into which the shares of the Unit Tracking Stocks are convertible. References in this prospectus to an offering of Units shall be deemed also to include the underlying shares of platform common stock into which the shares of our Unit Tracking Stocks are convertible. The platform common stock is intended to track and reflect the economic performance of all of our tracking stocks currently existing and those we may issue in the future. We will attribute to our tracking stocks and the platform common stock certain assets and expenses, including in certain cases expenses related to other series of common stock of Fantex that may be issued from time to time in the future. Our board of directors at its sole discretion may convert the shares of any tracking stock, including the Unit Tracking Stocks that comprise the Units, into platform common stock at any time following the two-year anniversary of the filing of a certificate of designations creating that tracking stock. See “Description of Capital Stock” and “Management and Attribution Policies” included in this prospectus.

Holders of shares of our platform common stock and any of our tracking stocks, including through the purchase of Units, are each entitled to one vote per whole share of tracking stock held and fractional votes for fractional shares held (whether directly or through the Unit). Following the consummation of this offering, Fantex Holdings, Inc. (“Fantex Holdings”), will hold all 100,000,000 outstanding shares of our platform common stock, and thus will hold substantially all of the voting power of our outstanding common stock.

Certain persons are prohibited from purchasing or beneficially owning Units. If such persons purchase or beneficially own Units, we will have the right, under certain circumstances, to restrict such persons from purchasing or transferring Units and to redeem all (or less than all in our sole discretion) of the shares of tracking stock that comprise the Units owned by such person at a price per share equal to par value, or $0.0001 per share. For further information, please see the sections entitled “Description of Capital Stock” and “Risk Factors.”

We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, and, as such, we are subject to reduced public company reporting requirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company.” We have not generated profits and have substantially relied on money obtained from our parent, Fantex Holdings to conduct our operations.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This offering is highly speculative and the securities involve a high degree of risk. Investing in Units should be considered only by persons who can afford the loss of their entire investment. See “Risk Factors” beginning on page 22.

We have granted the underwriters an option for a period of 30 days to purchase up to an additional 198,400 Units. The underwriters expect to deliver the Units to the purchasers on or about                , 2016.

Immediately prior to and contingent upon the consummation of this offering, we expect to repurchase an aggregate of 93,140 shares of Fantex Series Vernon Davis, 252,667 shares of Fantex Series EJ Manuel, 80,331 shares of Fantex Series Mohamed Sanu, 549,085 shares of Fantex Series Alshon Jeffery, 232,630 shares of Fantex Series Michael Brockers and 175,940 shares of Fantex Series Jack Mewhort from Fantex Holdings and certain directors and related persons of Fantex Holdings, at a price per share, less underwriting discounts and commissions, proportionate to the price per fractional share of such tracking stock included in the Units sold to the public in this offering. In the event that the underwriters exercise their option to purchase additional Units in full, we will have the right to repurchase from Fantex Holdings and such directors and related persons of Fantex Holdings, an aggregate of 9,314 additional shares of Fantex Series Vernon Davis, 25,267 additional shares of Fantex Series EJ Manuel, 8,034 additional shares of Fantex Series Mohamed Sanu, 54,909 additional shares of Fantex Series Alshon Jeffery, 23,263 additional shares of Fantex Series Michael Brockers and 17,594 additional shares of Fantex Series Jack Mewhort. See “Use of Proceeds” and “Transactions with Related Persons.”

TABLE OF CONTENTS

We have not and the underwriters have not authorized anyone to provide you with any information other than that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. Neither we nor the underwriters take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, Units only in jurisdictions where offers and sales are permitted. The information in this prospectus is complete and accurate only as of April 15, 2016 regardless of the time of delivery of this prospectus or any sale of Units. Our business, financial condition, results of operations and prospects may have changed since that date. We are not, and the underwriters are not, making an offer of these securities in any jurisdiction where the offer thereof is not permitted.

This prospectus has been prepared by Fantex and may be used by FBS in connection with offers and sales of these securities in secondary market transactions in these securities, including market‑making transactions as may be effected from time to time. However, FBS is not obligated to make a market in the Units and if it does so, it may discontinue any market‑making at any time without notice, in its sole discretion. If FBS decides to make a market in the Units, it will amend its Form ATS filed with the Securities and Exchange Commission (the “SEC”), to reflect such change. To the extent FBS chooses to act as a market‑maker, it may act as principal or agent in such transactions, including as agent for the counterparty when acting as principal or as agent for both counterparties, and may receive compensation in the form of discounts and commissions, including from both counterparties, when it acts as agent for both. Such sales will be made at prevailing market prices at the time of sale, at prices related thereto or at negotiated prices. Fantex will not receive any proceeds from such secondary market offers and sales. All such transactions with respect to these securities that are made pursuant to a prospectus after the effectiveness of the registration statement of which this prospectus is a part are being made solely pursuant to this prospectus, as it may be supplemented from time to time. This delivery requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Neither we nor the underwriters have undertaken any efforts to qualify this offering for offers to investors in any jurisdiction outside the United States. Investors must have a U.S. mailing address (other than a P.O. Box) and a U.S. social security number and/or a U.S. tax identification number to be eligible to participate in this offering. 

WHERE YOU CAN FIND MORE INFORMATION; INFORMATION INCORPORATED BY REFERENCE

Available Information

We have filed with the SEC a registration statement on Form S‑1 under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Units being offered by this prospectus. This prospectus, which constitutes part of that registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules that are part of the registration statement. Some items included in the registration statement are omitted from the prospectus in accordance with the rules and regulations of the SEC. For further information with respect to us and the Units offered in this prospectus, we refer you to the registration statement and the accompanying exhibits and schedules. Statements contained in this prospectus regarding the contents of any contract, agreement or any other document to which reference is made are summaries of the material terms of these contracts, agreements or other documents. With respect to each of these contracts, agreements or other documents filed as an exhibit to the registration statement, reference is made to such exhibit for a more complete description of the matter involved.

A copy of the registration statement and the accompanying exhibits and schedules and any other document we file may be inspected without charge at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549 and copies of all or any part of the registration statement may be obtained from such office upon the payment of the fees prescribed by the SEC. The public may obtain information on the operation of the public reference facilities in Washington, D.C. by calling the SEC at 1‑800‑SEC‑0330. Our filings with the SEC are available to the public from the SEC’s website at www.sec.gov.

We are subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), applicable to a company with securities registered pursuant to Section 12 of the Exchange Act. In accordance therewith, we file proxy statements, periodic information and other information with the SEC. All documents filed with the SEC are available for inspection and copying at the public reference room and website of the SEC referred to above. We maintain a website at www.fantexbrands.com. You may access our reports, proxy statements and other information free of charge at this website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not incorporated by reference and is not a part of this prospectus, except as specifically stated below.

Information Incorporated by Reference

The SEC allows us to “incorporate by reference” information into this prospectus, which means we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus. The following documents filed with the SEC are hereby incorporated by reference in this prospectus:

We will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon his or her written or oral request, a copy of any or all of the reports or documents referred to above that have been incorporated by reference into this prospectus, excluding exhibits to those documents unless they are specifically incorporated by reference into those documents. You may request a copy of these filings, by contacting:

Fantex, Inc.

330 Townsend Street, Suite 234

San Francisco, CA 94107

Telephone: (415) 592‑5950

Attention: Investor Relations

You may also access these filings on our website at www.fantexbrands.com. We do not incorporate the information on our website into this prospectus and you should not consider any information on, or that can be accessed through, our website as part of this prospectus, other than those filings with the SEC that we specifically incorporate by reference into this prospectus.

PROSPECTUS SUMMARY

The following summary highlights certain information about us and this offering contained or incorporated by reference in this prospectus and is qualified in its entirety by the more detailed information and financial statements included elsewhere or incorporated by reference in this prospectus. This summary does not contain all of the information that may be important to you. You should read and carefully consider the following summary together with the entire prospectus, including the documents incorporated by reference herein, before deciding to invest in our Fantex Sports Portfolio 1 Units. Some of the statements in this prospectus constitute forward‑looking statements that involve risks and uncertainties. See “Special Note Regarding Forward‑Looking Statements and Industry Data.” Our actual results could differ materially from those anticipated in such forward‑looking statements as a result of certain factors, including those discussed in the “Risk Factors” and other sections of this prospectus and in the information incorporated by reference herein.

We are a company whose focus is on acquiring minority interests in the future brand income of professional athletes and assisting such individuals in growing these income streams. We focus our business on three core areas:

Tracking stocks related to our brand contracts with Vernon Davis, EJ Manuel, Mohamed Sanu, Alshon Jeffery, Michael Brockers, Jack Mewhort, Kendall Wright, Andrew Heaney, Terrance Williams and Ryan Shazier are included in the Units being sold in this offering. In addition, we currently have brand contracts with five other professional athletes whose brand contracts are not included in this offering. We intend to enter into additional brand contracts in the future with other individuals with the potential to generate significant brand income, and in some cases, with the affiliates of these individuals, whom we refer to, together with the individual, as the contract party. We are actively pursuing these additional brand contracts, but as of the date of this prospectus we have no current commitments to enter into any such additional brand contracts. All of our brand contracts, including those that we enter into in the future with other contract parties, are or are expected to be contingent upon obtaining financing to fund the acquisition of the minority interest in the respective brands, and we intend to finance the acquisition of additional brands through the issuance of additional tracking stocks and/or Units comprised of tracking stocks, linked to the value of such brands.

Evaluation, Acquisition and Enhancement of Brands

Prior to entering into a brand contract, we conduct a detailed evaluation of the brand and the contract party to determine whether, in our opinion, the brand would be a suitable brand with the potential to generate significant brand income based on the criteria set forth below. We consider a brand to be a distillation of a complex set of associations people make with respect to an individual, including athletic performance, appearance, history and personal story, products or services such individual is associated with, public statements or positions on matters of public concern, how an individual acts or the image such individual projects to the world. We seek brands that convey images and associations that we believe will be recognized and valued in the marketplace.

As part of our brand evaluation, we review the brand’s reputation and relative standing in its principal field, such as a professional athlete in the National Football League (the “NFL”) or Major League Baseball (“MLB”), collect and analyze widely followed statistics, review existing contracts and potential for future contracts, assess the character and reputation of the contract party, assess potential future cash flow expected to be generated by the contract party as well as examine the brand’s current positioning and marketing footprint (such as, for example, if they are on social media, the reach (number of followers), engagement level (participation level of followers), and potential for growth). This evaluation provides a framework to develop further marketing strategies to aid us in our efforts to enhance the value of the brand.

We believe we have extensive industry contacts among the board of directors, employees, consultants and advisors of our company and our affiliates, our parent company, Fantex Holdings Inc. (“Fantex Holdings” or “our parent”) and Fantex Brokerage Services, LLC (“FBS”), which we utilize to access individuals and brands that meet our criteria. Through our contacts we seek to establish working relationships with these brands and their key advisors to begin the process of educating them about our business and the benefits of a brand contract and a continuing relationship. We enter into an arm’s‑length negotiation primarily to finalize a purchase price, our percentage of the contract party’s brand income (“acquired brand income” or “ABI”), and the scope of brand income, including whether or not there would be any specific exclusions. We do, however, have limited experience in evaluating and entering into similar contracts with athletes, entertainers and other high‑profile individuals because we are pioneering a new business model and to date we have only entered into a small number of brand contracts.

We believe that developing a diverse portfolio of global brands will enable us to increase brand reach across our portfolio and allow us to provide unique insights that contract parties may employ to increase consumer awareness of their brands and our brands more generally. We believe that our combined efforts could lead to increased consumer engagement with the brands by optimizing message delivery, including driving engagement through the use of content developed by us or third parties. We seek to aid our brands in fostering positive brand associations in order to create a unique position in the marketplace that is independent of their primary occupation as a professional athlete. We believe this will drive greater engagement with a connected audience and lead to greater longevity of the brands. We also believe that investors in a tracking stock linked to one or more brands are more likely to be consumer advocates for those brands. Investors in a tracking stock would have an economic interest in the growth of the associated brand, and therefore we believe they may be more likely to follow and share brand information and be more active promoters of the associated brand than other fans or social network followers of the brand. However, we have no history to demonstrate, and we can make no assurances, that any of our investors will in fact actively promote the associated brand.

In addition to our services intended to help optimize the reach of the brand, we intend to provide advice to contract parties based on our experience that would aid them in obtaining more attractive terms in their negotiations with future sponsors. We believe that our proprietary internal data and our marketing insights will assist our contract parties to more accurately evaluate their brand value in the marketplace and potentially increase future endorsement amounts and brand longevity post career.

We note, however, that we have no contractual obligation to the contract party to engage in any of these activities that may enhance the value of our brands, and the contract party has no contractual obligation to act on any advice that we may provide. Brand development is a long‑term strategy, and any investment we may make to promote our acquired brands will be for long‑ or medium‑term results and would not be expected to increase brand income in the near‑term, if at all. Moreover, as with other forms of marketing and brand enhancement strategies, the impact of our efforts on brand value may be difficult to determine objectively. Even if our promotion activities increase the endorsement income to a contract party, they may nonetheless have a negative impact on the market value of shares of the associated tracking stock because we will only receive a portion of any increased brand income. For example, because the ABI under our typical brand contract is 10% of brand income, our promotion efforts must produce brand income equal to at least ten times our costs for such promotion efforts in order to return our investment.

If our brand enhancement strategy is unsuccessful, or if a contract party chooses not to accept any brand enhancement assistance from us, then the success of any brands we acquire will be entirely dependent upon the efforts of the contract party. In addition, our contract parties are neither affiliate, directors, officers or employees of our company and consequently our contract parties owe no fiduciary duties to us or any of our stockholders, and have no obligation to take any action whatsoever to enhance the value of their brand.

Our Tracking Stocks Included in This Offering

Tracking stocks related to our brand contracts with each of the following contract parties are included in the Units being sold in this offering:

Conversion into Platform Common Stock

Our platform common stock is intended to track and reflect the economic performance of all of our tracking stocks by having a small percentage of ABI from these tracking stocks attributed to it. In addition, to the extent not attributed to a particular tracking stock, our platform common stock will have attributed to it any of the direct liabilities, costs and expenses related to any of our offerings of our tracking stocks (other than underwriting discounts and commissions as applicable for any offering) or incurred by us or our parent in connection with any brand development activities prior to the consummation of the offering of any tracking stock.

Our board of directors may at any time following the two‑year anniversary of the filing of a certificate of designations creating a new tracking stock and convert such tracking stock into fully paid and non‑assessable shares of our platform common stock at a conversion ratio to be determined by dividing the fair value of a share of such tracking stock by the fair value of a share of our platform common stock.

The Units

We are offering 1,984,000 Units in this offering. Each Unit has an assumed initial public offering price of $13.00 and consists of 0.047 shares of Fantex Series Vernon Davis, 0.127 shares of Fantex Series EJ Manuel, 0.040 shares of Fantex Series Mohamed Sanu, 0.277 shares of Fantex Series Alshon Jeffery, 0.117 shares of Fantex Series Michael Brockers, 0.089 shares of Fantex Series Jack Mewhort and 0.683 shares of Fantex Series Professional Sports. Holders of the Units will be entitled to all of the rights, preferences and privileges of holders of shares of the tracking stocks that comprise the Units, to the extent of their fractional interest in a whole share of such tracking stocks and there are no incremental rights, preferences, privileges or other benefits associated with the Units beyond those derived from the tracking stocks that comprise the Units.

The aggregate fair value of the outstanding tracking stocks included in Units was determined based on the values set forth in the following table:

The gross proceeds needed to finance the payment of the purchase price for the ABI pursuant to our brand contracts with Kendall Wright, Andrew Heaney, Terrance Williams and Ryan Shazier, as set forth in the following table:

The components of attributed net equity as of December 31, 2015 (as of March 31, 2016 (unaudited) for Vernon Davis, the date he signed a new, one-year NFL player contract and as of March 10, 2016 (unaudited) for Mohamed Sanu, the date he signed a new, five-year NFL player contract) reflecting changes in various inputs to our valuation model based upon the full 2015 NFL season statistics, for each of the convertible tracking stocks included in the Unit are as set forth in the table below. March 31, 2016 and March 10, 2016 amounts have not been subject to an audit or review by our independent auditors.

We update the fair value of our brand contracts on a quarterly basis to account for cash collected and any known events that could materially impact future estimated cash to be received from each brand contract. In addition, on an annual basis, we include in our fair value update of each brand contract the full regular season statistics for each player from the most recently completed season.

 For further discussion of the Units, please see the section entitled “Description of Capital Stock” beginning on page 172.

Estimated Fair Value of Fantex Series Professional Sports Convertible Tracking Stock

Fantex Series Professional Sports is intended to track and reflect the economic performance of our brand contracts with four athletes: Kendall Wright, Andrew Heaney, Terrance Williams and Ryan Shazier. The amount of proceeds to be paid for the purchase of these four brand contracts was determined based on our estimates of the fair value of these brand contracts as of the following dates: December 1, 2014 in the case of Kendall Wright’s brand contract, January 1, 2015 in the case of Andrew Heaney’s brand contract, February 1, 2015 in the case of Terrance Williams’ brand contract and September 1, 2015 in the case of Ryan Shazier’s brand contract. Our estimates of the fair values of these four brand contracts in turn reflect the estimated brand income under these brand contracts as of those respective dates.  Since those respective dates, developments and events that could reasonably be expected to impact the fair value of their respective brand contracts have occurred, including, among other things, changes in player performance, comparable contract projections and/or estimated career length. We are not providing and do not purport to provide fair value estimates of these brand contracts as of any other date, including the date of this prospectus. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Unconsummated Brand Contracts as of December 31, 2015, Estimated Fair Value” for an explanation of quantitative and qualitative factors that were utilized to estimate fair value for the four brand contracts associated with Fantex Series Professional Sports at the time of respective dates listed above.

For estimation of fair value, we treat Fantex Series Professional Sports in the aggregate.  As of the date of this prospectus, we do not believe that there has been an adverse change in the aggregate fair value of the four brand contracts associated with Fantex Series Professional Sports as of December 31, 2015 relative to the gross proceeds to be paid for such brand contracts. However, there is no guarantee that such changes will not occur in the future.  See “Risk Factors—Risks Relating to Our Brand Contracts and Our Business” for a discussion of the risks that are generally attributable to our brand contracts, our business and our athletes and for an explanation of the developments, events and limitations of the due diligence procedures that we have conducted on those brands. See “Risks Related to Each of Our Contract Parties” and the specific risks that relate to each named athlete for a description of the impact that such developments and events and our due diligence may have on the fair value of our brand contracts at any given time and the market value of the Units.

Our Brands Included in This Offering

Vernon Davis Brand

Our brand contract with Vernon Davis entitles us to receive 10% of brand income for Vernon Davis from and after October 30, 2013. As consideration for the ABI under the brand contract, we paid Vernon Davis a one-time cash

amount of $4.0 million upon the completion of the offering of Fantex Series Vernon Davis. We have no further financial obligation to Vernon Davis under the brand contract, other than certain indemnity obligations. The brand contract is intended to remain in effect indefinitely and, except as set forth in the brand contract, may be terminated only upon mutual agreement of Vernon Davis and us. If Vernon Davis resigns from the NFL within two years of the date of the completion of the offering of shares of Fantex Series Vernon Davis for any reason other than injury, illness or a medical condition, we may elect in our sole discretion to terminate the brand contract and he will be required to pay us approximately $4.21 million (net of any amounts previously paid to us by him pursuant to the brand contract), which includes a pro rata share of underwriting expenses from the initial public offering of Fantex Series Vernon Davis. We are also entitled to certain other ongoing information and audit rights. For a further description of our brand contract with Vernon Davis, please see “Business—Vernon Davis Brand—Vernon Davis Brand Contract.”

EJ Manuel Brand

Our brand contract with EJ Manuel entitles us to receive 10% of brand income for EJ Manuel from and after February 14, 2014. As consideration for the ABI under the brand contract, we paid EJ Manuel a one-time cash amount of $4.98 million upon the completion of the offering of Fantex Series EJ Manuel. We have no further financial obligation to EJ Manuel under the brand contract, other than certain indemnity obligations. The brand contract is intended to remain in effect indefinitely and, except as set forth in the brand contract, may be terminated only upon mutual agreement of EJ Manuel and us. If EJ Manuel resigns from the NFL within two years of the date of the completion of the offering of shares of Fantex Series EJ Manuel for any reason other than injury, illness or a medical condition, we may elect in our sole discretion to terminate the brand contract and he will be required to pay us approximately $5.24 million (net of any amounts previously paid to us by him pursuant to the brand contract), which includes a pro rata share of underwriting expenses from the initial public offering of Fantex Series EJ Manuel. We are also entitled to certain other ongoing information and audit rights. For a further description of our brand contract with EJ Manuel, please see “Business—EJ Manuel Brand—EJ Manuel Brand Contract.”

Mohamed Sanu Brand

Our brand contract with Mohamed Sanu entitles us to receive 10% of brand income for Mohamed Sanu from and after May 14, 2014. As consideration for the ABI under the brand contract, we paid Mohamed Sanu a one-time cash amount of $1.56 million upon the completion of the offering of Fantex Series Mohamed Sanu. We have no further financial obligation to Mohamed Sanu under the brand contract, other than certain indemnity obligations. The brand contract is intended to remain in effect indefinitely and, except as set forth in the brand contract, may be terminated only upon mutual agreement of Mohamed Sanu and us. If Mohamed Sanu resigns from the NFL within two years of the date of the completion of the offering of shares of Fantex Series Mohamed Sanu for any reason other than injury, illness or a medical condition, we may elect in our sole discretion to terminate the brand contract and he will be required to pay us approximately $1.64 million (net of any amounts previously paid to us by him pursuant to the brand contract), which includes a pro rata share of underwriting expenses from the initial public offering of Fantex Series Mohamed Sanu. We are also entitled to certain other ongoing information and audit rights. For a further description of our brand contract with Mohamed Sanu, please see “Business—Mohamed Sanu Brand—Mohamed Sanu Brand Contract.”

Alshon Jeffery Brand

Our brand contract with Alshon Jeffery entitles us to receive 13% of brand income for Alshon Jeffery from and after September 7, 2014 with respect to brand income payable under Alshon Jeffery’s NFL player contracts, and from and after September 18, 2014 with respect to all other brand income. As consideration for the ABI under the brand contract, we paid Alshon Jeffery a one-time cash amount of $7.94 million upon the completion of the offering of Fantex Series Alshon Jeffery. We have no further financial obligation to Alshon Jeffery under the brand contract, other than certain indemnity obligations. The brand contract is intended to remain in effect indefinitely and, except as set forth in the brand contract, may be terminated only upon mutual agreement of Alshon Jeffery and us. If Alshon Jeffery resigns from the NFL within two years of the date of the completion of the offering of shares of Fantex Series Alshon Jeffery for any reason other than injury, illness or a medical condition, we may elect in our sole discretion to terminate the brand contract and he will be required to pay us approximately $8.36 million (net of any amounts previously paid to us by him

pursuant to the brand contract), which includes a pro rata share of underwriting expenses from the initial public offering of Fantex Series Alshon Jeffery. We are also entitled to certain other ongoing information and audit rights. For a further description of our brand contract with Alshon Jeffery, please see “Business—Alshon Jeffery Brand—Alshon Jeffery Brand Contract.”

Michael Brockers Brand

Our brand contract with Michael Brockers entitles us to receive 10% of brand income for Michael Brockers from and after October 15, 2014. As consideration for the ABI under the brand contract, we paid Michael Brockers a one-time cash amount of $3.44 million upon the completion of the offering of Fantex Series Michael Brockers. We have no further financial obligation to Michael Brockers under the brand contract, other than certain indemnity obligations. The brand contract is intended to remain in effect indefinitely and, except as set forth in the brand contract, may be terminated only upon mutual agreement of Michael Brockers and us. If Michael Brockers resigns from the NFL within two years of the date of the completion of the offering of shares of Fantex Series Michael Brockers for any reason other than injury, illness or a medical condition, we may elect in our sole discretion to terminate the brand contract and he will be required to pay us approximately $3.62 million (net of any amounts previously paid to us by him pursuant to the brand contract), which includes a pro rata share of underwriting expenses from the initial public offering of Fantex Series Michael Brockers. We are also entitled to certain other ongoing information and audit rights. For a further description of our brand contract with Michael Brockers, please see “Business—Michael Brockers Brand—Michael Brockers Brand Contract.”

Jack Mewhort Brand

Our brand contract with Jack Mewhort entitles us to receive 10% of brand income for Jack Mewhort after February 15, 2015. As consideration for the ABI under the brand contract, we paid Jack Mewhort a one-time cash amount of $2.52 million upon the completion of the offering of Fantex Series Jack Mewhort.  We have no further financial obligation to Jack Mewhort under the brand contract, other than certain indemnity obligations. The brand contract is intended to remain in effect indefinitely and, except as set forth under the brand contract, may be terminated only upon mutual agreement of Jack Mewhort and us. If Jack Mewhort resigns from the NFL within two years of the date of the completion of the offering of shares of Fantex Series Jack Mewhort for any reason other than injury, illness or medical condition, we may elect in our sole discretion to terminate the brand contract and he will be required to pay us approximately $2.68 million (net of any amounts previously paid to us by him pursuant to the brand contract), which includes a pro rata share of underwriting expenses from the initial public offering of Fantex Series Jack Mewhort. We are also entitled to certain other ongoing information and audit rights. For a further description of our brand contract with Jack Mewhort, please see “Business—Jack Mewhort Brand—Jack Mewhort Brand Contract.”

Kendall Wright Brand

Our brand contract with Kendall Wright entitles us to receive 10% of brand income for Kendall Wright after December 1, 2014. As consideration for the ABI under the brand contract, we will pay Kendall Wright a one-time cash amount of $3.13 million contingent upon our ability to obtain financing, which we intend to do through this offering. In February 2016, we and Kendall Wright mutually agreed to extend the date by which either party could terminate the brand contract to May 1, 2016. As consideration for such extension, we paid Kendall Wright a non-refundable $100,000 advance. If we pay Kendall Wright the $3.13 million brand contract purchase price, we may apply the $100,000 advance against such purchase price. We will have no further financial obligation to Kendall Wright under the brand contract once this payment has been made, other than certain indemnity obligations. The brand contract is intended to remain in effect indefinitely and, except as set forth in the brand contract, may be terminated only upon mutual agreement of Kendall Wright and us. If Kendall Wright resigns from the NFL within two years of the date of this offering for any reason other than injury, illness or medical condition, we may elect in our sole discretion to terminate the brand contract and he will be required to pay us approximately $3.32 million (net of any amounts previously paid to us by him pursuant to the brand contract), which includes a pro rata share of underwriting expenses. We are also entitled to certain other ongoing information and audit rights. For a further description of our brand contract with Kendall Wright, please see “Business—Kendall Wright Brand—Kendall Wright Brand Contract.”

Andrew Heaney Brand

Our brand contract with Andrew Heaney entitles us to receive 10% of brand income for Andrew Heaney from and after January 1, 2015. As consideration for the ABI under the brand contract, we paid Andrew Heaney a one-time cash amount of $3.34 million on February 12, 2016. We have no further financial obligation to Andrew Heaney under the brand contract, other than certain indemnity obligations. The brand contract is intended to remain in effect indefinitely and, except as set forth in the brand contract, may be terminated only upon mutual agreement of Andrew Heaney and us. If Andrew Heaney resigns from MLB before February 12, 2018 for any reason other than injury, illness or a medical condition, we may elect in our sole discretion to terminate the brand contract and he will be required to pay us approximately $3.59 million (net of any amounts previously paid to us by him pursuant to the brand contract), which includes a pro rata share of underwriting expenses from this offering. We are also entitled to certain other ongoing information and audit rights. For a further description of our brand contract with Andrew Heaney, please see “Business—Andrew Heaney Brand—Andrew Heaney Brand Contract.”

Terrance Williams Brand

Our brand contract with Terrance Williams entitles us to receive 10% of brand income for Terrance Williams from and after February 1, 2015. As consideration for the ABI under the brand contract, we will pay Terrance Williams a one-time cash amount of $3.06 million contingent upon our ability to obtain financing, which we intend to do through this offering. In February 2016, we and Terrance Williams mutually agreed to extend the date by which either party could terminate the brand contract to May 1, 2016. As consideration for such extension, we paid Terrance Williams a non-refundable $100,000 advance. If we pay Terrance Williams the $3.06 million brand contract purchase price, we may apply the $100,000 advance against such purchase price. We will have no further financial obligation to Terrance Williams under the brand contract once this payment has been made, other than certain indemnity obligations. The brand contract is intended to remain in effect indefinitely and, except as set forth in the brand contract, may be terminated only upon mutual agreement of Terrance Williams and us. If Terrance Williams resigns from the NFL within two years of the date of this offering for any reason other than injury, illness or a medical condition, we may elect in our sole discretion to terminate the brand contract and he will be required to pay us approximately $3.29 million (net of any amounts previously paid to us by him pursuant to the brand contract), which includes a pro rata share of underwriting expenses. We are also entitled to certain other ongoing information and audit rights. For a further description of our brand contract with Terrance Williams, please see “Business—Terrance Williams Brand—Terrance Williams Brand Contract.”

Ryan Shazier Brand

Our brand contract with Ryan Shazier entitles us to receive 10% of brand income for Ryan Shazier from and after September 1, 2015. As consideration for the ABI under the brand contract, we will pay Ryan Shazier a one-time cash amount of $3.11 million contingent upon our ability to obtain financing, which we intend to do through this offering. In February 2016, we and Ryan Shazier mutually agreed to extend the date by which either party could terminate the brand contract to May 1, 2016. As consideration for such extension, we paid Ryan Shazier a non-refundable $100,000 advance. If we pay Ryan Shazier the $3.11 million brand contract purchase price, we may apply the $100,000 advance against such purchase price. We will have no further financial obligation to Ryan Shazier under the brand contract once this payment has been made, other than certain indemnity obligations. The brand contract is intended to remain in effect indefinitely and, except as set forth in the brand contract, may be terminated only upon mutual agreement of Ryan Shazier and us. If Ryan Shazier resigns from the NFL within two years of the date of this offering for any reason other than injury, illness or a medical condition, we may elect in our sole discretion to terminate the brand contract and he will be required to pay us approximately $3.34 million (net of any amounts previously paid to us by him pursuant to the brand contract), which includes a pro rata share of underwriting expenses. We are also entitled to certain other ongoing information and audit rights. For a further description of our brand contract with Ryan Shazier, please see “Business— Ryan Shazier Brand— Ryan Shazier Brand Contract.”

Our Other Brands Not Included in This Offering

We have entered into brand contracts with the contract parties listed below which are not included in this offering:

Management Agreement

We have entered into a management agreement with our parent, pursuant to which our parent has agreed to provide us with management and administrative services, including providing and compensating our executive management and other personnel, as well as services relating to information technology support, brand management and other support operations, facilities, human resources, tax planning and administration, accounting, treasury and insurance. We have agreed to pay 5% of the amount of the gross cash received by us, if any, pursuant to our brand contracts during any quarterly period as remuneration for the services provided. The amount of gross cash received used to calculate this 5% fee will include any portion allocated to reduction in carrying value on our financial statements but will not take into account the changes in fair value of the brand contracts. As such, the service fee under the management agreement will be determined based on the total amount of actual cash received under the brand contracts in a given quarterly period prior to any adjustments for fair value and without regard to the expected cash receipts in such quarter as reflected in the financial statements for that quarter. To the extent we receive no cash for any period then we would not owe any fee for any services provided during that period. We may evaluate the service fee from time to time to assess the continued appropriateness of the percentage of our cash receipts upon which the service fee is calculated, in light of the services being provided by our parent at the time and cost of those services.

The agreement had an initial term through December 31, 2014 and was automatically renewed for a one-year term through December 31, 2016. It will continue to automatically renew for successive one‑year terms each December 31 unless either party provides written notice of its intent not to renew at least three months prior to such renewal. We may also terminate any specific service and/or the agreement, without penalty, with 30 days prior written notice to Fantex Holdings. Fantex Holdings may terminate any specific service and/or the agreement with 180 days prior written notice to us, but if we, using our commercially reasonable efforts, are unable to either perform the services ourselves or enter into a reasonable arrangement with a third party to perform the services that we are unable perform ourselves, then Fantex Holdings will continue to perform such services for an additional period of 180 days.

Stock Repurchases

Immediately prior to and contingent upon the consummation of this offering, we expect to repurchase an aggregate of 93,140 shares of Fantex Series Vernon Davis, 252,667 shares of Fantex Series EJ Manuel, 80,331 shares of Fantex Series Mohamed Sanu, 549,085 shares of Fantex Series Alshon Jeffery, 232,630 shares of Fantex Series Michael Brockers and 175,940 shares of Fantex Series Jack Mewhort from Fantex Holdings and certain directors and related persons of Fantex Holdings, at a price per share, less underwriting discounts and commissions, proportionate to the price per fractional share of such tracking stocks included in the Units sold to the public in this offering. As consideration for the repurchased shares, upon the consummation of this offering we will pay to Fantex Holdings and such directors and related persons of Fantex Holdings an aggregate of $10.23 million out of the net proceeds to us in this offering. In the event that the underwriters exercise their option to purchase additional Units in full, we will have the right to repurchase from Fantex Holdings and such directors and related persons of Fantex Holdings, an aggregate of 9,314 additional shares of Fantex Series Vernon Davis, 25,267 additional shares of Fantex Series EJ Manuel, 8,034 additional shares of Fantex Series Mohamed Sanu, 54,909 additional shares of Fantex Series Alshon Jeffery, 23,263 additional shares of Fantex Series Michael Brockers and 17,594 additional shares of Fantex Series Jack Mewhort. In such case, we will pay Fantex

Holdings and such directors and related persons of Fantex Holdings up to an additional aggregate of $1.02 million out of the net proceeds to us in this offering. See “Use of Proceeds” and “Transactions with Related Persons.”

Risks Associated with Our Business

Our ability to implement our business strategy is subject to numerous risks and uncertainties. You should carefully consider all of the information set forth in this prospectus, including information incorporated by reference in this prospectus.

Conflicts of Interest

The offering is being conducted in accordance with the applicable provisions of Rule 5121 of the Conduct Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”). One of the underwriters, FBS, is deemed to have a “conflict of interest” under Rule 5121 because we are under common control with FBS, and we will receive a portion of the net proceeds of this offering. Accordingly, this offering will be made in compliance with the applicable provisions of Rule 5121, which requires, among other things, that a “qualified independent underwriter” participate in the preparation of, and exercise the usual standards of due diligence with respect to, the registration statement and this prospectus. UBS Securities LLC has agreed to act as the “qualified independent underwriter” (as defined by FINRA) for the offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including performing due diligence investigations and reviewing and participating in the preparation of the registration statement of which this prospectus forms a part. UBS Securities LLC will not receive any additional fees for acting as “qualified independent underwriter.” Pursuant to FINRA Rule 5121, FBS will not confirm sales to accounts in which it exercises discretionary authority, if any, without the specific prior written approval of the account holder. See “Underwriting (Conflicts of Interest)—Conflicts of Interest.”

In connection with this offering, we expect that an aggregate of approximately $13.5 million of the net proceeds from this offering (or up to an aggregate of approximately $14.5 million if the underwriters exercise their option to purchase additional Units in full) will be received by Fantex Holdings and certain directors and related persons of Fantex Holdings. The receipt of such amounts by Fantex Holdings and such related persons of Fantex Holdings results from both our expected repurchase of shares of our outstanding tracking stocks from such persons, as well as from the expected repayment of our outstanding promissory note to Fantex Holdings issued in February 2016 related to the purchase price of the Andrew Heaney brand contract. See “Underwriting (Conflicts of Interest)—Conflicts of Interest.”

Restrictions on the Purchase or Beneficial Ownership of Tracking Stocks 

We have entered into an agreement with MLB that requires us to, among other things, take steps designed to prohibit certain investors from purchasing or owning Fantex Series Professional Sports, including the incorporation of such ownership restrictions into the certificate of designations for the Fantex Series Professional Sports. These prohibited investors (“Prohibited Investors”) include persons who are (i) owners, officers, directors or employees of any MLB club or MLB related entity, or any family member or agent of the foregoing, and (ii) individuals who have been arrested in connection with, charged with, indicted for, or convicted or participating in (whether directly or indirectly) any illegal gambling activity or any illegal activity in connection with certain gaming enterprises (including any governmental body that exercises certain types of control over such individuals, and other affiliated persons and entities). Pursuant to the restrictions set forth in the certificate of designations for Fantex Series Professional Sports, any person who is a Prohibited Investor will be prohibited from purchasing or beneficially owning (whether directly or indirectly) Fantex Series Professional Sports. Because the Units include shares of Fantex Series Professional Sports, Prohibited Investors will likewise be prohibited from purchasing or beneficially owning Units. In addition, any person who opens or maintains a customer account with FBS (an “FBS Accountholder”) other than our affiliates or institutional investors, even if not a Prohibited Investor, is prohibited from beneficially owning more than 10% of the outstanding shares of Fantex Series Professional Sports (whether directly or through Units). If any Prohibited Investor purchases or otherwise comes to beneficially own Units or shares of Fantex Series Professional Sports, or any FBS Accountholder comes to beneficially own more than 10% of the outstanding shares of Fantex Series Professional Sports (whether directly or through ownership of the Units), we will have the right, under certain circumstances, to restrict the transfer of ownership of such securities, and to redeem in cash all of the shares of tracking stocks that comprise the Units at the par

value of such tracking stocks, or $0.0001 per share. In addition, if we reasonably believe that the ownership of Units by any securityholder or proposed securityholder would violate the ownership restrictions on the Units, we will have the right to request information from such securityholder or proposed securityholder in order to determine whether such ownership does or would constitute a violation of these restrictions. See “Description of Capital Stock” and “Risk Factors.”

Corporate History

We were incorporated in Delaware on September 14, 2012 as a wholly‑owned subsidiary of Fantex Holdings. Fantex Holdings was incorporated in Delaware on April 9, 2012. Our principal executive offices are located at 330 Townsend Street, Suite 234 San Francisco, California 94107, and our telephone number is (415) 592‑5950. Our website address is www.fantexbrands.com. The information on, or that can be accessed through, our website is not part of this prospectus. We have included our website address as an inactive textual reference only.

We have little operational history and limited assets and resources and to date we have relied on our parent to conduct our operations through its employees. From and after April 28, 2014, we have been operating under a management agreement with our parent, which we describe in more detail elsewhere in this prospectus (including documents incorporated by reference in this prospectus), but pursuant to which our parent provides us with certain management and administrative services, including providing and compensating our executive management and other personnel, as well as services relating to information technology support, brand management and other support operations, facilities, human resources, tax planning and administration, accounting, treasury and insurance. We will begin to assume management and administrative tasks at such time in the future as the actual cost of these services is less than our service fee to Fantex Holdings, which we do not anticipate would occur until we begin to receive significant cash flows from multiple brand contracts. However, if our parent is unable to perform any of the services that they are required to perform under the management agreement, due to financial difficulty or otherwise, then we may be forced to assume management and administrative tasks, and incur additional expenses, sooner than we anticipate. Until such time we will continue to rely on our parent to conduct our operations in accordance with the management agreement.

Implications of Being an Emerging Growth Company

As a company with less than $1.0 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

We may take advantage of these provisions until December 31, 2019, or such earlier time when we are no longer an emerging growth company. We would cease to be an emerging growth company on the earlier of (1) the last day of the fiscal year (a) in which we have more than $1.0 billion in annual revenues or (b) in which we have more than $700 million in market value of our capital stock held by non-affiliates, or (2) the date on which we issue more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these reduced burdens. We have irrevocably taken advantage of other reduced reporting requirements in this prospectus, and we may choose to do so in future filings. To the extent we do, the information that we provide stockholders may be different than you might get from other public companies in which you hold equity interests.

THE OFFERING

The number of Units to be outstanding after this offering is based on no outstanding units as of December 31, 2015. The number of shares of our common stock to be outstanding after this offering is based on the following outstanding shares of our company as of December 31, 2015:

and excludes 7,500,000 shares of our platform common stock reserved for future issuance under our 2013 Equity Incentive Award Plan.

Except as otherwise indicated, all information in this prospectus assumes:

SUMMARY FINANCIAL AND OTHER DATA 

We have derived the following summary financial data from our audited financial statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2015 which is incorporated by reference in this prospectus. Historical results are not necessarily indicative of the results that may be expected in the future. The summary financial data set forth below should be read together with the financial statements and the related notes to those statements and the statement captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2015.

Statements of Operations and Balance Sheets

The following table presents our Balance Sheet as of December 31, 2015 and 2014:

Calculation of Net Income (Loss) for Our Platform Common Stock and the Outstanding Tracking Stocks:

Results of Operations 

We first began to generate income in the quarter ended June 30, 2014. The income generated from our brand contracts is based primarily on the change in fair market value of these contracts subsequent to their purchase.

During the years ended December 31, 2015 and 2014, the change in fair value of our brand contract portfolio resulted in a loss of $1,920,491 and $2,203,500, respectively. The change in fair value of our brand contract portfolio reflects realized and unrealized losses on our total portfolio of brand contracts partially offset by the increase in present value of the brand contracts as the cash flows are brought closer to the present, and to a lesser extent from net gains resulting from the receipt of cash payments due to us under those contracts. During 2015, we made significant reductions to our estimates of the amounts and/or timing of certain cash flows under our brand contracts with Vernon Davis, EJ Manuel, Alshon Jeffery and Michael Brockers. These changes were a result of our valuation process and the updating of the observable and unobservable inputs into our valuation models to determine fair value. These changes resulted in realized and unrealized losses for each of the aforementioned brand contracts.

Please see Management’s Discussion and Analysis of Financial Condition and Results of Operations beginning on page 74 for a discussion of the changes in the various inputs to our valuation model and the impact on fair value as of December 31, 2015 for each of our brand contracts.

Operating expenses for each of the years ended December 31, 2015 and 2014 were $4.1 million and reflect costs incurred to develop and operate our business. All such costs to date except those under our management agreement with our Parent, have been allocated to us from our Parent. Expenses such as personnel and facility costs were primarily allocated based on the estimated number of full time equivalent (FTE) employees working on activities associated with us. All personnel costs were allocated based on an estimated percentage of time spent on our activities. Facility costs were allocated based on the FTE employees associated with us as a percentage of all employees of our Parent. All other costs were specifically identified and charged to us as determined by management. All estimates are deemed to be reasonable and reflect, in the best judgment of our management, the costs associated with our activities.

RISK FACTORS

Investing in our Fantex Sports Portfolio 1 Units involves a high degree of risk. Before making any decision to invest in Units, you should carefully consider the risks described below, together with the other information contained or incorporated by reference in this prospectus. The risks and uncertainties described or incorporated by reference in this prospectus are not the only ones we face. Additional risks and uncertainties that we are unaware of or that we believe are not material at this time could also materially adversely affect our business, financial condition or results of operations. You should also refer to our financial statements and the notes to those statements, which are incorporated by reference in this prospectus. See also the information contained under the heading “Special Note Regarding Forward-Looking Statements and Industry Data” immediately following these risk factors. If any of the events discussed in the risk factors below or incorporated by reference in this prospectus occur, it could have a material and adverse impact on our business, results of operations, financial condition and cash flows. If that were to happen, the trading price of the Units could decline, and you could lose all or part of your investment.

Throughout these Risk Factors, references to our tracking stocks, the holders of our tracking stocks and related terms shall be deemed to refer to and include the Units and holders of the Units to the extent appropriate based on the tracking stocks’ inclusion in the Units, except where a clearly contrary intention appears.

Risks Relating to Our Limited Operating History, Financial Position and Capital Needs

We have incurred significant losses since our inception and anticipate that we will continue to incur losses in the future.

We incorporated in Delaware in September 2012 as a wholly‑owned subsidiary of Fantex Holdings. We are currently in a start‑up phase and to date have relied on our parent to conduct our operations. We therefore have a very limited operating history. Investment in our company is highly speculative because it entails substantial upfront cost and significant risk that we may never become commercially viable. Our parent has incurred significant expenses on our behalf. Our parent is not obligated to continue to incur expenses on our behalf except as required under our management agreement with them, and we expect that we will incur significant expenses related to our ongoing operations. For the years ended December 31, 2015 and 2014, we reported a net loss of approximately $6.0 million and $6.3 million, respectively, and had accumulated losses since inception of approximately $17.5 million.

We expect to continue to incur losses for the foreseeable future as we continue evaluating, targeting and accessing brands, negotiating the acquisition of minority interests in those brands that meet our criteria, and developing the infrastructure necessary to support our ongoing operations. We may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business. The size of our future net losses will depend, in part, on the rate of future growth of our expenses, the rate at which we are able to acquire brands that meet our criteria and the ability of our acquired brands to generate income and cash flow. Even if our brands generate cash flows they may not produce payments quickly enough to cover our expenses. If any individuals with whom we have or may contract in the future, fail to make payments in amounts we expect, or at all, we may never become profitable. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods. Our expected future losses will have an adverse effect on our stockholders’ equity and working capital.

We have a very limited operating history, which may make it difficult for investors to evaluate the success of our business to date and to assess our future viability. Our business model also requires us to make substantial upfront payments to our contract parties in exchange for rights to future payments.

Our operations to date have been limited to organizing and staffing our company, evaluating, targeting and accessing brands that meet our criteria, negotiating the acquisition of minority interests in those brands, engaging in the registration process for the offering of shares of tracking stocks relating to our existing brand contracts and managing our brand contracts.

We have entered into 15 brand contracts. We intend to enter into additional brand contracts in the future with other contract parties and are actively pursuing these brand contracts. Each of our brand contracts requires us to make an upfront cash payment, and we expect that any other brand contracts that we enter into in the future with other contract parties will also require us to make upfront payments, in return for the right to future payments based on our ABI.

Therefore, our business model requires us to make substantial upfront payments to our contract parties in exchange for rights to future payments. We will be at risk if for any reason we do not receive those future payments, or if they are less than we would need to be profitable or to offset our expenses. We have no history to demonstrate, and we can make no assurances, that our business model will be successful, or whether any of our brand contracts will be profitable. Consequently, it will be difficult for anyone to predict our future success, performance or viability, and more difficult than it would be if we had a longer operating history and/or successful brand contracts to judge the viability of our business model. Any such predictions may not be accurate or reliable.

We may not receive the cash amounts that we expect, or any at all, from our brand contracts with our contract parties or from any future brand contracts and we may never generate sufficient income to become profitable.

Our ability to generate income from the brand contracts and become profitable will depend, among other things, upon our ability to successfully evaluate, target and access brands that have the potential to generate significant brand income, acquire a minority interest in the brand income from these brands for an appropriate purchase price, aid our acquired brands in enhancing their value in amounts sufficient to provide a return on our investment, and enforce the brand contracts and collect our ABI with respect to these brands. Even if we are able to successfully do these and other things that are within our control there are numerous other factors, some of which are not within our control, that might impact our ability to generate income or cash flows or be profitable, including those discussed in these risk factors.

In addition, there are numerous risks and uncertainties associated with the brands in which we invest, including that the success of our brand contracts will depend upon the contributions, success and longevity of an individual in their primary occupation, such as a professional athlete. Therefore, we are unable to predict the timing or amount of future cash receipts, or when or if we will be able to achieve or maintain profitability. Even if we are able to acquire, manage and develop brands as described above, we anticipate incurring significant costs associated with our efforts to achieve or maintain profitability. Further, we may not receive the cash amounts that we expect, or any at all, from any of our brand contracts.

Our business strategy depends in large part on our ability to build a robust platform of brands by entering into additional brand contracts. We may not be able to enter into additional brand contracts in the future, or enter into the number of additional brand contracts that we anticipate would be necessary to support our business model.

Our strategy of enhancing brand reach and brand value for our acquired brands depends in part on our ability to build a robust platform of brands and benefit from economies of scale and an ability to cross‑pollinate and share best practices across our acquired brands. For example, any direct investment of resources that we make in any promotional activities relative to one brand contract must exceed a return that is at least approximately eight to ten times our investment in order to increase the value of such tracking stock. Thus, unless we achieve significant economies of scale in our ability to deliver brand enhancing value at a low cost across all our tracking stocks (by, for example, utilizing fixed, in‑house personnel rather than incurring out‑of‑pocket third party costs), then we will not likely be able to make investments at a cost that would allow for a positive return on our investment. Accordingly, we are actively pursuing additional brand contracts that we intend to enter into in the future.

We do not know if future potential contract parties will agree to enter into additional brand contracts and we may not be able to attract sufficient additional brand contracts. For example, future potential contract parties may not view the brand contract as an attractive value proposition to them due to any number of factors, including differing expectations of an appropriate purchase price that reflects the agreed upon ABI, which may be based on any number of factors, such as:

As a result, we may be forced to revise our business model to attract additional brand contracts. For example, we are not currently contractually obligated to expend capital on enhancing the brand value of our contract parties. Contract parties may require us to contractually agree to provide certain minimum levels of marketing services in order to enter into brand contracts, which we may not be able to provide or which may not give us sufficient return on capital to make the brand contract profitable. Even if potential contract parties are willing to agree to enter into additional brand contracts with us, the leagues, team owners, players associations, endorsement partners, elected officials or others may take actions that could restrict our ability or make it more costly for us to enter into future brand contracts. And even if we are successful in entering into additional brand contracts with additional contract parties, we may not be successful in conducting offerings to finance the purchase price under these brand contracts.

We will need to obtain additional funding to continue operations and brand contract acquisition at current levels. If we fail to obtain the necessary financing, or fail to become profitable or are unable to sustain profitability on a continuing basis, then we will need to significantly delay, scale back or discontinue the current levels of our brand contract acquisition and operations.

We will require additional capital to fund our operations, and if we fail to obtain necessary financing, our business plan may not be successful.

Any brand contracts that we enter into in the future with other contract parties will require us to make substantial upfront payments to acquire the ABI under such brand contracts. We do not, and we do not expect to have, the necessary funds that we would need to make all of these upfront payments under future brand contracts. Therefore, we expect that our future brand contracts for the foreseeable future will be contingent upon obtaining financing to fund the acquisition of the ABI in the respective brands, and we intend to finance these acquisitions through the issuance of additional tracking stocks linked to the value of such brands. Such financing may be expensive and time consuming to obtain, and we may not have investor interest that would enable us to obtain such financing. Our parent has purchased approximately $11.2 million in the company’s tracking series as a stand-by purchaser in the public offerings we have consummated to date so that the offerings could be completed and we do not expect our parent will continue to purchase similar amounts in the future. On February 12, 2016 we borrowed $3.3 million from our parent under a promissory note bearing interest at 8% per annum to consummate the Andrew Heaney brand contract. We will repay this promissory note (principal and accrued interest) upon the earlier of five days following the completion of the offering of the Units or August 12, 2016.

In addition, our operations (excluding upfront payments under future brand contracts) have consumed substantial amounts of cash since inception, and we expect they will continue to consume substantial amounts of cash as we aggressively build our platform of brands and our internal marketing, compliance and other administrative functions. To date, these operations have been financed primarily by equity contributions from our parent. We are dependent on the continued support of our parent; at this time our parent intends to continue to fund operations for at least the next 12 months. Our parent has no obligation to continue to finance our operations except as required under our management agreement with them. Although we believe future funding from our parent together with existing cash and cash equivalents, and interest thereon will be sufficient to fund our projected operating expenses for the next 12 months, as noted above, we will require additional capital to finance the acquisition of future brands, and we may also need to raise additional funds sooner if our operating and other expenses are higher than we expect or our cash received from brand contracts is lower than we expect.

Until we can generate a sufficient amount of cash from our brand contracts, if ever, we expect to finance future cash needs through public or private equity or debt offerings. Additional capital may not be available on reasonable

terms, if at all. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us we may not be able to continue to acquire additional ABI in other brands and we may have to significantly delay, scale back or discontinue our operations. Our board of directors has adopted resolutions limiting our ability to incur indebtedness for borrowed money or issue debt securities without the prior approval of our independent directors or a committee comprised of independent directors. If we raise additional funds through the issuance of additional debt or equity securities it could result in dilution to our existing stockholders, and/or fixed payment obligations that could reduce our ability to pay dividends or otherwise fund our other operations. Furthermore, these securities may have rights senior to those of our common stock and could contain covenants that would restrict our operations and potentially impair our competitiveness, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license brands without consent and other operating restrictions that could adversely impact our ability to conduct our business. Any of these events could significantly harm our business, financial condition and prospects.

Our forecast of the period of time through which our financial resources will be adequate to support our operations (excluding upfront payments under future brand contracts) is a forward‑looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors, including the factors discussed elsewhere in this “Risk Factors” section. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect. Our future funding requirements, both near and long‑term, will depend on many factors, including, but not limited to:

If a lack of available capital means that we are unable to expand our operations or otherwise capitalize on our business opportunities, our business, financial condition and results of operations could be materially adversely affected.

Risks Relating to Our Brand Contracts and Our Business

Our principal source of cash flows for the foreseeable future will be derived from our brand contracts.

Our principal source of cash flows for the foreseeable future will be derived from our brand contracts. There are a number of risks relating to brand contracts. If any of these risks occur it could have a material and adverse impact on our business, financial condition and results of operations.

We have very limited experience managing brand contracts and we have very limited historical performance data about our brand contracts.

We entered into our first brand contract in February 2013. Due to our limited experience with brand contracts, we have limited historical performance data regarding our ability to generate cash receipts from the management of brand contracts and the likelihood of long‑term performance of the contract party, or our ability to aid our brands in enhancing their brand reach and brand value. As a result, the brand contracts that we enter into may generate lower ABI than we anticipate, or none at all. We may therefore pay a purchase price for ABI that is too high. As we gain more experience with our brand contracts, we may change how we estimate the brand value of future brand contracts, and investors who invest early may not benefit from the experience that we gain from our early brand contracts.

Our cash received under our brand contracts will depend upon the continued satisfactory performance of the related contract party, and we do not have any rights to require the contract party to take any actions to attract or maintain or otherwise generate brand income.

Some or all of the brand income that a contract party is expected to generate is contingent on continued satisfactory performance and is not guaranteed. Although we structure our brand contracts so that the contract party maintains the substantial majority of future brand income to help ensure that the contract party will maintain incentives to continue to generate brand income, we can provide no assurances that the contract party will do so. The contract party may retire from such contract party’s primary occupation, such as a professional athlete, at any time and for any reason, subject only to a requirement to repay us the amount of the purchase price we paid such contract party, plus certain expenses and net of any amounts already paid to us, if the contract party retires within a specified period of time, depending on the sport. In addition, if the contract party voluntarily retires during such period, such contract party may have other obligations under other contracts to pay back upfront payments, such as a signing bonus, and the contract party may not have the funds to meet all of its obligations at that time. The contract party has no obligation to take any actions to generate brand income, and may choose not to do anything to generate brand income. In addition, even if the contract party chooses to engage in additional brand income generating activities, their ability to do so may be restricted under their existing or future contracts. Moreover, brand income under our brand contracts generally only includes income that the contract party may receive in the future in such contract party’s primary occupation at the time, such as a professional athlete, and related fields, such as broadcasting and coaching. Our brand contract contains no restriction on the ability of the contract party to change professions or earn money in unrelated fields, and such income may not be brand income. In any of these events, we may lose some or all of the brand income in the future under a brand contract, in which case our cash receipts would decline.

The contract party is neither our affiliate, nor a director, officer or employee of our company and owes no fiduciary duties to us or any of our stockholders. The contract party has no obligation to enhance the value of their brand or disclose information to our stockholders.

Events in the contract party’s personal life, including relationships with spouse, family, friends, etc. could have a significant impact on the contract party’s performance on the field. The contract party’s obligations to disclose such personal events is limited to the obligations under the brand contract and the contract party is under no obligation to disclose any personal matters to the holders of shares of our tracking stocks. Furthermore, although the contract party is contractually obligated to disclose all material facts to us, we cannot guarantee that the contract party will comply with such disclosure requirements or that we can independently verify or uncover material events in the contract party’s personal life. In addition, the contract party has no obligation to enhance the value of their brand. For example, a contract party in the NFL may agree to a salary reduction to assist their team in staying within the league salary cap, to be on a more competitive team, or to stay with a specific team, all of which may have the effect of reducing potential brand income and conflict with stockholders’ interests in maximizing brand income. Since the contract party’s obligations under the brand contract are solely limited to obligations owed to us, the holders of shares of our tracking stocks have no contractual right to enforce such obligations against the contract party. Furthermore, since the contract party is neither a director nor an officer of our company, such contract party owes no fiduciary obligations to the holders of shares of our tracking stocks. As a result, our stockholders will have no recourse directly against the contract party, either under the brand contract or under the securities laws.

Profitability of our brand contracts may also depend upon the contract party’s ability to attract and maintain endorsements and attract and maintain other brand income generating activities.

The purchase price that we expect to pay for future ABI under our brand contracts is based on our assumption that the contract party will generate brand income in excess of that which may be predictable under the included contracts. Therefore, we expect that the contract party will need to be able to maintain existing included contracts as well as attract and maintain additional endorsements and other brand income generating activities. As noted above, the contract party has no obligation to take any actions to generate brand income, or to take any actions to increase the amount of brand income that the contract party currently generates. However, even if the contract party desires to and attempts to attract and maintain additional endorsements and other brand income generating activities there can be no assurances that such contract party will be able to do so.

Competition for endorsements and other brand income opportunities is intense. These opportunities may depend on a variety of factors, including the primary occupation, and perceived value of such profession to marketing executives, and on‑field factors in the primary occupation, such as quality of the contract party’s performance, whether or not the contract party plays for a winning team, plays in post‑season games or wins individual awards or is named to the Pro Bowl or All‑Pro Team, the market in which the contract party performs, skill of the contract party at such contract party’s position, the style of play and potential to perform in the future, as well as intangible traits off the field such as personality, personal drive and ambition, “likability,” authenticity and consistency. Thus, future endorsements and other brand income opportunities may be difficult to attract and maintain, and they may not generate as much brand income as we expect or that they have historically. A downturn in the performance of the contract party or even the team on which the contract party plays, whether the current team or a different team, could adversely affect such contract party’s ability to attract and maintain endorsements. Even if the contract party enters into multi‑year agreements that are capable of generating significant brand income, such agreements may have termination clauses relating to performance, character or other reasons, or such agreements may become the subject of disputes. We will have no rights under our brand contracts to require the contract party to pursue any remedies or engage in any disputes with any third parties.

Brand income may decrease due to factors outside the control of the contract party, such as an injury, illness, medical condition or death of the contract party, or due to other factors such as public scandal or other reputational harm to the contract party. In any such event, we do not maintain any insurance against such an event, and it is likely that the brand income with respect to such brand contract will not return to its prior levels or may cease completely.

Our focus for the foreseeable future is to enter into brand contracts with high‑profile athletes who play professional sports. There is a high risk of injury in many professional sports, and in particular in the NFL. Nevertheless, we do not maintain any insurance against the loss of any brand income as a result of injury, illness, medical condition or death of the contract party. Therefore, if a contract party becomes injured or sustains a serious illness or other adverse medical condition in the course of their professional career or otherwise, or dies, the brand income, and thus our ABI, would likely be dramatically less than we anticipate, and it is likely that such brand income would not return to its prior levels or may cease completely.

In some cases, we may also expect to receive material amounts of brand income from existing and future endorsement agreements entered into by the contract party, as well as other public activities related to the primary occupation of the contract party, such as television broadcasting. We believe that the contract party’s ability to attract and maintain any such endorsement agreements as well as other sources of brand income could depend on the contract party’s reputation and ability to be viewed favorably by the public. Prior to entering into a brand contract, we assess the character and reputation of the contract party and the brand through our independent assessments, industry references and background checks conducted by third parties. However, there can be no assurance that our review process uncovers all facts and characteristics that could adversely affect the reputation of a contract party or the value of the brand contract, or that our assessment of reputational risk based on our due diligence is accurate. Even if our review process provides us with an accurate assessment of the character and integrity of a contract party as of the date of our review, there can be no assurance that circumstances in the future will not change, or that a contract party may not suffer reputational damage in the future, whether as a result of future behavior or otherwise.

Any harm to the public reputation of a contract party, or association of the contract party’s name with a public scandal, may reduce the contract party’s ability to enter into and maintain future endorsements and other sources of brand income and as a result, brand income would likely decrease or may cease completely.

The contract party or other third parties may refuse or fail to make payments to us under the brand contracts.

Our cash flows depend on contract parties and other third parties making payments of ABI to us. A contract party or other third party may dispute amounts to which we believe we are entitled, or may be unwilling or unable to make payments to which we are entitled, including for reasons discussed elsewhere in these risk factors.

In either event, we may become involved in a dispute with the contract party or other third party regarding the payment of such amounts, including possible litigation. Disputes of this nature could harm the relationship between us and the contract party or other third party, and could be costly and time‑consuming for us to pursue.

Failure of the contract party or other third party to make payments of our ABI to us for any reason would adversely affect our business and in particular the value of a tracking stock if the failure to pay relates to the brand contract associated with any tracking stocks.

In addition, if the contract party or other third party who may be obligated to make payments to us were to become the subject of a proceeding under the United States Bankruptcy Code or a similar proceeding or arrangement under another state, federal or foreign law, our rights and interests under the brand contract or otherwise may be prejudiced or impaired, perhaps significantly so. In such circumstances, we may be precluded, stayed or otherwise limited in enforcing some or all of our rights under the brand contract or otherwise and realizing the economic and other benefits contemplated therein. To the extent we do not receive payments under a brand contract to which we would otherwise be entitled as a result of any such debtor relief laws, then the amount of such payments we do not receive will nonetheless be attributable to the respective tracking stock. In such an event, such shortfall in income will be treated as a general expense of Fantex and be shared pro rata (calculated based on attributable income) among all of our then outstanding tracking stocks. As a result, the market value of a tracking stock could decline if another brand contract that is not related to a tracking stock is unenforceable as a result of debtor relief laws.

Our brand contracts are not secured by any collateral or guaranteed or insured by any third party, and an investor must rely on Fantex to pursue remedies against the contract party in the event of any default.

The payments under a brand contract will be unsecured obligations of the contract party and will not be secured by any collateral, nor guaranteed or insured by any third party or governmental authority. Therefore, we will be limited in our ability to collect any payments that may be owed to us under a brand contract if those amounts are not paid. Generally, we would have to pursue remedies against the contract party or other third parties to whom our ABI was assigned by the contract party.

If the contract party defaults under the brand contract, there can be no assurances that the contract party will have adequate resources, if any, to satisfy any obligations to us under the brand contract. In addition, our brand contracts will require that our ABI be directly assigned to us by the contract party where commercially practicable. It may be necessary, therefore, for us to also pursue remedies against counterparties to included contracts. These counterparties may assert that the assignment of brand income by the contract party did not create an obligation on their part to pay any brand income to us.

If a contract party does not comply with the terms of an included contract, our management, at its discretion, could decide not to pursue damages for the contract party’s breach, which could adversely affect the amount of brand income that we receive under a contract.

Moreover, payment of the ABI is an obligation of the contract party to us, not obligations to our stockholders. Our stockholders will have no recourse directly against the contract party.

The brand contract does not restrict the contract party from incurring unsecured or secured debt, nor does it impose any other financial restrictions on the contract party.

If the contract party incurs additional secured or unsecured debt after entering into a brand contract with us, or if the contract party incurs excessive expenses, the contract party may be impaired in its ability to make payments to us under the brand contract. In addition, additional debt or expenses may adversely affect the contract party’s creditworthiness generally, and could result in the financial distress, insolvency, or bankruptcy of the contract party. To the extent that the contract party has or incurs other indebtedness and expenses and cannot pay all of its indebtedness or expenses, the contract party may choose to make payments to other creditors rather than us.

To the extent a contract party incurs other indebtedness that is secured, such as mortgage, home equity, or auto loans, the ability of secured creditors to exercise remedies against the assets of the contract party may impair the contract party’s ability to make payments to us under the brand contract. The contract party may also choose to repay obligations under secured indebtedness before making required payments on the brand contract because the contract party has no collateral at risk in the case of the brand contract.

The financial and other information that we obtain from the contract party or other third parties may be inaccurate and may not accurately reflect the true financial position of the contract party, and the risk of default on the brand contract may be significant and may be higher than we anticipate.

Prior to entering into a brand contract, we conduct a review of the contract party that includes collecting financial and other information from the contract party to evaluate financial suitability of the contract party, including a review of assets, liabilities, existing commitments, tax returns and credit scores. We also conduct an initial background check to help us assess the ability of the contract party to meet their financial obligations. However, we do not verify this information and it may be inaccurate or incomplete. If information that is supplied to us by the contract party or other third parties is inaccurate or incomplete, the risk of default on the brand contract may be significant and may be higher than we anticipate.

Any adverse changes in the fair value of the brand contracts that are associated with Fantex Series Professional Sports, since we entered into those brand contracts, may cause the trading price of the Units to decline. 

The due diligence procedures that we describe in this prospectus, as they pertain to the four brand contracts associated with Fantex Series Professional Sports, were conducted with respect to each athlete at the time we entered into the respective brand contract. Since those respective dates, developments and events have occurred that could reasonably be expected to impact the fair value of their respective brand contracts, including, among other things, changes in player performance, comparable contract projections and/or estimated career length. In the case of the four brand contracts that are associated with Fantex Series Professional Sports, we are not providing and do not purport to provide fair value estimates of those brand contracts as of any other date, including the date of this prospectus. We expect changes in the fair values of the brand contracts associated with the tracking stocks that comprise the Units to impact the trading price of the Units. Adverse changes in the fair value of these brand contracts may cause the trading price of the Units to decline. For additional information on the risks relating to developments and events that occur after the date of our brand contracts, see “Risks Relating to Our Brand Contracts and Our Business.”

The initial public offering price of the Units reflects both the fair value estimates of our outstanding tracking stocks as of December 31, 2015 (as of March 31, 2016 (unaudited) for Vernon Davis and as of March 10, 2016 (unaudited) for Mohamed Sanu) and the purchase price of the four brand contracts associated with Fantex Series Professional Sports, including repayment of a promissory note (principal and accrued interest) related to the purchase price of the Andrew Heaney brand contract. These amounts may not accurately reflect the value of the assets to which they relate as of the date of this prospectus.             

The Units that we are offering in this prospectus are comprised of shares of our outstanding tracking stocks and of shares of Fantex Series Professional Sports. The fair value estimates of the brand contracts disclosed in this prospectus relate to our six outstanding tracking stocks included in the Units. Such fair value estimates are as of December 31, 2015 for the, EJ Manuel, Alshon Jeffery, Michael Brockers and Jack Mewhort brand contracts. Such fair

value estimate is as of March 31, 2016 (unaudited) for the Vernon Davis brand contract, the date he signed a new, one-year contract, and as of March 10, 2016 (unaudited) for the Mohamed Sanu brand contract, the date he signed a new, five-year contract. Neither of these two recent fair value estimates have been subject to an audit or review by our independent auditors. The purchase price of the four brand contracts associated with Fantex Series Professional Sports reflect our estimates of the discounted present values of these contracts as of the date they were entered into. Our estimates of the fair value of the six brand contracts and our determination of the purchase price of each of the brand contracts associated with Fantex Series Professional Sports are subject to certain qualitative and quantitative assumptions and as such, these amounts may not accurately reflect the value of the assets to which they relate as of the date of this prospectus. Our estimates of the fair value of the outstanding tracking stocks included in the Units generally differ from the trading price per share of such tracking stocks on the FBS alternative trading system. As a result, the price per share of such tracking stocks that we expect to pay to repurchase such tracking stocks from Fantex Holdings and certain directors and related persons of Fantex Holdings immediately prior to this offering may be more or less than the trading price of such tracking stocks on the FBS alternative trading system.

Our due diligence procedures may not reveal all relevant information regarding a targeted brand acquisition and may result in an inaccurate assessment of the projected value of an acquired brand.

Prior to entering into a brand contract with an athlete or other high profile individual, we conduct due diligence and review the included contracts of such contract party and other documents to support our estimate of such contract party’s projected brand income. As part of this due diligence process and assessment, we will rely in part on the contract party to fully address our questions by disclosing all relevant information and, in some cases, on information provided by third parties. However, our due diligence processes may not uncover all relevant facts, and our brand acquisitions may not be profitable. Although our brand contracts with our contract parties obligates them to, and we intend to require future contract parties, if any, to contractually agree to, disclose all material facts to us, we cannot guarantee that our current contract parties or any future contract party will comply with such disclosure requirements or that we can independently verify or uncover material events about our current contract parties or any such future contract parties.

The valuation of our brand contracts and expected ABI requires us to make material assumptions that may ultimately prove to be incorrect. In such an event, we could suffer significant losses that could materially and adversely affect our results of operations.

Our principal assets are expected to be derived from our brand contracts with athletes and other high‑profile individuals. Those assets are considered “Level 3” assets under Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, as there is currently no active market where we are able to observe quoted prices for identical assets. As a result, our valuation of those assets incorporates significant inputs that are not observable. Fair value of future expected brand income is determined by measuring expected returns on player contracts, anticipated lengths of player careers and related contracts, anticipated future endorsements and anticipated renewals of existing contracts based on comparable individuals in the same industry. However, valuation of the expected brand income is highly speculative due to the heavily subjective nature of identifying comparable athletes and is inherently difficult due to the uniqueness of each professional athlete and the limited number of available comparable athletes.

The fair value measurement of Level 3 assets is inherently uncertain and creates additional volatility in our financial statements that are not necessarily related to the performance of the underlying assets. To determine the amount of our purchase price and the fair values of our brand contracts with our contract parties, we applied discount rates subjectively determined in our analysis based on assumptions that have not been reviewed by any independent financial advisor. If we determine in the future that the discount rates we used were too low, then our estimate of the fair value of any of our brand contracts may be too high. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a further discussion of fair value measurements.  

Failure of a contract party to adequately protect their intellectual property could injure the value of the contract party’s brand.

We invest in high‑profile brands through our brand contracts. Therefore, the success of our brand contracts is dependent on the contract party protecting their brand from intellectual property infringement (such as counterfeiting and

other unauthorized uses of their intellectual property rights). Although contract parties may seek to protect the intellectual property rights associated with their brand by ensuring that they own and control certain intellectual property rights in and to those assets and, where appropriate, by enforcing those intellectual property rights, it may not be possible to detect all instances of brand infringement. Additionally, where instances of brand infringement are detected, we cannot guarantee that such instances will be prevented as there may be legal or factual circumstances that give rise to uncertainty as to the validity, scope and enforceability of a contract party’s intellectual property rights. We will have no rights under the brand contract to enforce any intellectual property rights of the contract party or the brand. Infringement of their trademark, copyright and other intellectual property rights by others could have an adverse effect on the brand income, and thus the ABI that we receive under the brand contract. If any contract party were to fail or be unable to secure, protect, maintain and/or enforce the intellectual property rights that vest in their brand, then we could lose a portion of our cash stream that would have been received from such brand assets.

Our cash received under brand contracts may fluctuate due to seasonality.

The cash receipts under our brand contracts may be subject to seasonal variation, limiting the overall comparability of interim financial periods. For example, the salary under NFL player contracts is usually paid out in even installments during the course of the NFL season, or as a signing bonus according to varying schedules. The NFL season occurs primarily in the third and fourth quarters of each calendar year. As a result, our interim results and any quarterly financial information may not be indicative of the financial performance for the whole year.

An economic downturn and adverse economic conditions may harm a contract party’s earning potential.

Economic downturns and adverse economic conditions may negatively affect the earnings of a contract party. For example, the NFL market salary cap is dependent upon the revenues the NFL receives and an economic downturn could result in a stagnant or declining salary cap. In addition, endorsements may depend in part on the actual or perceived personal disposable income of consumers and marketing budgets of endorsement partners. These commercial contract payments are contingent upon the expenditures of businesses across a wide range of industries, which industries may cut costs in response to any economic downturn.

Our ability to increase the value of any of our brands may be limited and our investments in the promotion of any of our brands may cause the market value of our stock to decline.

Our management and board of directors will have complete discretion in determining the scope and execution of our brand promotion efforts, if any, with respect to our brands. Any investment we may make to promote our acquired brands will be for long‑ or medium‑term results and would not be expected to increase brand income in the near‑term, if at all. Any expenditures that we may make on promotional activities that are attributable to a single brand will be an attributable expense to the associated tracking stock. To the extent that our promotional activities increase the attributable income of a tracking stock by an amount less than the attributable expenses for the promotion, the attributed retained earnings of that tracking stock would decline. There can be no assurances that our management will promote any of our brands in a manner that creates value for the associated tracking stock or any of our other stockholders.

Confidentiality agreements with employees and others may not adequately prevent disclosures of our proprietary information and confidential information of the contract party.

We have taken measures to protect our proprietary information and confidential information of the contract parties, but these measures may not be effective. We require new employees and consultants to execute confidentiality agreements upon the commencement of an employment or consulting arrangement with us. These agreements generally require that all confidential information developed by the individual or made known to the individual by us during the course of the individual’s relationship with us, including for example, information we acquire about the contract parties, be kept confidential and not disclosed to third parties. These agreements also generally provide that inventions conceived by the individual in the course of rendering services to us shall be our exclusive property. Nevertheless, employees, collaborators or consultants may still disclose or misuse our confidential information, and we may not be able to meaningfully protect our proprietary information and confidential information of the contract parties. In addition, others may independently develop substantially equivalent information or techniques or otherwise lawfully gain access to our

proprietary information and confidential information of the contract parties, and thereafter communicate this information to others without maintaining its confidentiality. If this occurs, it may negatively impact our business and relationships with our current or future contract parties, and may damage our reputation and limit our ability to enter into new brand contracts. In addition, costly and time‑consuming litigation could be necessary to enforce our proprietary rights or limit the prohibited disclosure of confidential information, and failure to obtain or maintain protection of our proprietary information or the confidential information of the contract parties could adversely affect our competitive business position.

Changes in government policy, legislation or regulatory or judicial interpretations could hinder or prevent our ability to conduct our business operations, including by hindering or preventing our ability to enforce our brand contracts or conduct offerings of securities.

Changes in government policy, legislation or regulatory or judicial interpretations could hinder or prevent our ability to conduct our business operations, including by hindering or preventing our ability to enforce our brand contracts or conduct offerings of securities. Most of our brand contracts are intended to be effective in perpetuity and may be terminated only upon mutual agreement of the contract party and us. In some jurisdictions, perpetual contracts have been found to be against public policy and therefore terminable in some circumstances. Our brand contracts are governed by California law, and California legal decisions do not disfavor express contractual terms for indefinite duration. However, we can provide no assurances that a California court may not rule differently in the future, or that a court of another jurisdiction might attempt to apply a different choice of law to our brand contracts. If this occurs then we may become involved in expensive and time consuming litigation, or may be unable in certain cases to enforce our brand contracts. Any other changes in or interpretations of current laws and regulations could also require us to increase our compliance expenditures, inhibit our ability to enter into new brand contracts or cause us to significantly alter or to discontinue offerings of additional tracking stocks. Altering the terms of our brand contracts or tracking stocks to comply with changes in or interpretations of applicable laws and regulations could require significant legal expenditures, increase the cost of managing or acquiring our brand contracts or make offerings of our tracking stocks less attractive to investors. In addition, our failure to comply with applicable laws and regulations could lead to significant penalties, fines or other sanctions. If we are unable to effectively respond to any such changes or comply with existing and future laws and regulations, our competitive position, results of operations, financial condition and cash flows could be materially adversely impacted.

The leagues, team owners, players associations, endorsement partners, elected officials or others may take actions that could restrict our ability or make it more costly for us to enter into future brand contracts.

Our business model depends on the cooperation of various third parties. Because the brand contracts and offerings of tracking stocks linked to the income of professional athletes and other high profile individuals is a novel business model, there may be influential parties with interests that are adverse or perceived to be adverse to our business, such as sports leagues, sports teams, fantasy sports networks or gambling institutions. These parties may seek to change the rules, policies, laws, regulations or legal interpretations in ways to prohibit, or limit the success of, our business. For example, in 2010 the Cantor Futures Exchange received approval from the Commodities Futures Trading Commission to launch the Hollywood Stock Exchange as a contract market for the trading of box office futures; however, the Motion Picture Association of America successfully lobbied members of the U.S. congress to pass legislation making trading in box office futures illegal. In a similar manner, influential parties that perceive our business model to be a threat to their business or detrimental to professional sports may attempt to lobby leagues, team owners, players associations, endorsement partners and elected officials to adopt rules, policies, laws, regulations or legal interpretations that inhibit us from conducting our business. Any such changes may adversely affect the ability of our contract parties to perform their obligations under brand contracts, or inhibit our ability to enter into new brand contracts with other contract parties. These changes could cover various requirements of the brand contract, such as prohibiting the sale or assignment of a portion of personal income, limiting the ability to enter into contracts with an indefinite term or limiting the ability of the contract party to disclose information about included contracts to us. Any such changes prohibiting, or limiting the enforceability of, any terms in the brand contract could prevent or inhibit our collection of the ABI to which we are entitled under the brand contract. Any limitations on the ability of the contract party to disclose information about included contracts to us, or the SEC if we deemed it necessary, could limit the ability of a contract party to enter into such agreements subsequent to entering into a brand contract with us. Any increase in the expenses associated with our

management of the brand contract or decrease in the expected ABI that we will collect could materially and adversely affect the value of shares of our tracking stocks.

We are dependent on our management team, and the loss of any key member of this team may prevent us from implementing our business plan in a timely manner, or at all.

Our success depends largely upon the continued services of our executive officers and other key personnel, particularly Cornell “Buck” French, our Chief Executive Officer, David Mullin, our Chief Financial Officer, and David Beirne, Chairman of our board of directors. Neither we nor Fantex Holdings have employment agreements with any of our executive officers or key employees, other than Messrs. French and Mullin. The material terms of the agreements with Messrs. French and Mullin are described under the caption “Executive Compensation—Executive Compensation Arrangement” in our Annual Report on Form 10-K for the year ended December 31, 2015 and incorporated by reference herein. Our executive officers or key employees could terminate their employment with Fantex Holdings or us at any time without penalty. In addition, we do not maintain key person life insurance policies on any of our employees or any of our contract parties. The loss of one or more of these executive officers or key employees could seriously harm our business and may prevent us from implementing our business plan in a timely manner, or at all.

Risks Relating to Our Contract Parties in the NFL and MLB

The profitability of our brand contract with a contract party in the NFL or MLB is substantially dependent upon the contract party’s ability to play out his existing player contract and enter into additional high-value player contracts. If a contract party in the NFL or MLB does enter into additional high-value player contracts, there is no guarantee that any portion of such contracts will consist of guaranteed money.

We anticipate that we will receive the majority of payments due under our brand contract with a contract party in the NFL and MLB during the period of his professional sports playing career. These contract parties’ current player contracts represent the source of substantially all of the brand income under our brand contracts with them, and we expect that these contract parties’ annual incomes will continue to be more heavily weighted toward their player contracts than on other brand income-generating activities. 

The length of the professional sports playing career of a contract party in the NFL or MLB is uncertain. These contract parties may not continue to perform well as players and therefore, their future earnings may be substantially less than those under their current player contracts. In addition, if such a contract party is unable to sign a new player contract or the terms of a new player contract are materially worse than his current player contract, the cash receipts from the related brand contract will decline, which in turn may cause the market value of the Units to decline.

The NFL player contracts for each of Alshon Jeffery, Michael Brockers and Kendall Wright expired on February 29, 2016. On February 26, 2016, the Chicago Bears placed a non-exclusive franchise player tag on Alshon Jeffery, which prevents him from becoming an unrestricted free agent for the 2016 NFL season, and Alshon Jeffery may still negotiate a long-term contract until July 15, 2016. Michael Brockers and Kendall Wright are each currently scheduled to play the 2016 NFL season under the “fifth year team option” under their NFL player contracts. There can be no assurance that these athletes will be able to secure new player contracts on acceptable terms or at all.

In addition, in valuing the potential lifetime brand income of our contract parties in the NFL or MLB, we generally estimated that the brand income these contract parties may earn as a result of endorsements will be in excess of their historical earnings from endorsements. However, we do not know if these contract parties’ endorsement income will grow in the future, and we do not know if their reputations and brands will be enhanced as a result of their being one of our contract parties. In fact, a contract party’s reputation and brand may be negatively affected by his willingness to enter into a brand contract and trade potential future earnings for present income.

If future endorsement partners or professional sports teams suspect that a contract party has hidden motives behind accepting an upfront cash payment in exchange for a portion of his future earnings, future endorsement partners may be less willing to enter into contracts with a contract party and may not find his promises of future performance

under such contracts reliable. In addition, the endorsement contracts that a contract party in the NFL or MLB may enter into during his playing career may be terminated if he ceases to play his professional sport. Furthermore, a contract party’s ability to successfully attract and retain endorsements is dependent on such party’s complying with the contractual requirements of those endorsements and there is no guarantee that a contract party will do so. For the aforementioned reasons, our contract parties may not be able to enter into new endorsement deals. In addition, the ability of each of our contract parties to generate other brand income after his playing career, such as through coaching or broadcasting, is unproven. A contract party’s failure to attract and maintain key endorsements or generate other brand income after his playing career could have a negative impact on our cash received under the brand contract.

The opportunity to receive a return of capital or any profit from an investment in Units will depend in large part upon the ability of our contract parties to generate significant future brand income from professional sports and in some cases enter into and maintain endorsement contracts that are significantly in excess of those they have had historically. If a contract party does enter into additional high-value player contracts, there is no guarantee that any portion of such contracts will consist of guaranteed money. For a more detailed description of the valuation of the each of our brand contracts, please see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 74.

A contract party’s NFL or MLB player contract is a significant portion of the current cash we would receive under their brand contract.

We expect that each contract party’s NFL or MLB player contract will generate a significant portion of the current cash we expect to receive under their brand contract. In many cases, the amount of ABI under a playing contract is not guaranteed. We cannot guarantee that a contract party will be able to enter into a new NFL or MLB player contract when the existing contract expires.

A contract party could cease playing in the NFL or MLB at any time due to illness, injury or death, if they are dropped from the team and unable to secure a new contract, if they incur negative publicity or if they are suspended or banned from the NFL or MLB.

We expect that a significant portion of the brand income we expect to receive from a contract party will come from current and future NFL or MLB playing contracts.  However, a contract party could cease playing football in the NFL or MLB at any time due to illness, injury or death, if they are dropped from the team and unable to secure a new contract, if they incurs negative publicity or if they are suspended or banned from the NFL or MLB. If any of these were to occur, a contract party would not receive amounts under their existing player contract and may not be able to secure future playing contracts.

Risks Related to Each of Our Contract Parties

Our ability to increase the value of our brands may be limited and our investments in the promotion of such brands may cause the market value of our stock to decline.

The endorsement potential of each of our contract parties may be limited and we may be unable to increase the value of the associated brand despite our efforts. To the extent that our promotional activities are unsuccessful, the market value of shares of our tracking stocks may decline. Furthermore, even if our promotion activities increase the endorsement income to our contract parties, the promotional activities may nonetheless have a negative impact on the market value of shares of our tracking stock because we will only receive a portion of any increased brand income. For example, because the ABI under our typical brand contract is 10% of brand income, our promotion efforts must produce brand income equal to at least ten times our costs for such promotion efforts in order to return our investment. There can be no assurances that our management will promote any of our brands in a manner that creates value for holders of shares of our tracking stocks.

The value of our brands is dependent upon the performance of, and to a lesser extent, the popularity of our contract parties.

Our cash receipts under each of our brand contracts are driven by the performance of, and to a lesser extent, the popularity of our contract parties. The contract party’s performance in their primary career directly affects, and a deterioration of their performance could adversely affect, the ABI under our brand contract. Poor or mediocre performance could cause the contract party’s playing contract to be terminated and may result in sponsors cancelling their endorsements, or result in the contract party failing to qualify for additional incentive payments under existing or future endorsement contracts. We cannot ensure that any of our contract parties will continue to be successful in their playing careers.

Contract parties could be negatively affected by a work stoppage.

If the NFL or MLB experiences a work stoppage, then the earnings of a contract party in such professional sports organization will be adversely affected. For example, in 1974 and 1982 the NFL experienced player strikes and in 2011 the NFL owners staged a “lockout” of the players. If either a strike or a lockout occurs during an NFL or MLB season, a player’s pay may be suspended. Each of our contract party’s earnings are heavily dependent on their professional football salary and would be negatively affected by any such work stoppage. This would have a negative impact on the payments we receive under the brand contract. We can give no assurances that such work stoppages will not occur.

Contract parties could be negatively affected by current and future rules of the professional sports organization in which they participate, including rules and standards of personal conduct which, if violated, could lead to fines and/or suspension or a permanent ban from competition.

Current professional conduct rules that permit the suspension of players or termination of player contracts for certain violations of rules may adversely affect the earnings of each our contract parties. The NFL or MLB have promulgated a number of rules and standards of personal conduct which, if violated, could lead to fines and/or the contract party’s suspension or permanent ban from the applicable professional sports organization. While we are not aware of, or privy to, all of the circumstances which might lead to a contract party’s suspension or permanent ban from competition, personal conduct that could result in the termination of the player contract, permanent ban from competition or suspension includes, but is not limited to: criminal offenses (including domestic violence); the use or provision of steroids or other prohibited substances; certain violent, threatening or inherently dangerous conduct; gambling, bribery, game‑fixing or the failure to report bribery or game‑fixing in connection with NFL or MLB games; and any other conduct that undermines or puts at risk the integrity and reputation of the professional sports organization, its clubs, teams, affiliates or players. For example, on September 8, 2014, the Baltimore Ravens terminated the contract of, and the NFL indefinitely suspended, Baltimore Ravens player Ray Rice for domestic violence. The suspension or ban from competition or termination of a contract party’s NFL or MLB player contract could have a negative impact on such contract party’s brand income and therefore would impact the ABI we receive under the respective brand contract.

Future changes to the NFL or MLB rules or other regulations may also adversely affect the earnings of each of our contract parties. These regulations could cover various aspects of their participation, such as changes to the rules of the game resulting in a devaluation of their respective skill sets, changes governing player eligibility and fines, and changes to the league’s CBA. Changes in the format of the game and league in which the contract party plays could have a negative impact on their brand income and therefore, will impact the ABI we receive under the respective brand contract.

There could be a decline in the popularity of the professional sports organization in which the contract party plays or a decline in the contract party’s popularity.

There can be no assurance that the NFL or MLB will retain its popularity as a sport, together with the associated levels of media coverage. A substantial decline in the popularity of the professional sports organization in which a contract party competes, whether as a result of the increase in the popularity of other professional sports or the emergence of new spectator sports, could impact the amount a contract party earns on and off the field. In addition, the

contract party could suffer a decline in popularity, including as a result of poor performance or behavior by the contract party, particularly if such performance or behavior tarnishes the contract party’s brand image. Any one of these events or a combination of such events could have a material adverse effect on the trading volume of our securities and on the cash received under the brand contract associated with such contract party.

The profitability of a contract party’s brand contract is substantially dependent upon the contract party to enter into additional high‑value NFL or MLB player contracts, and on their ability to successfully attract and retain endorsements during their playing career and thereafter significantly in excess of the amounts they have attracted historically and/or generate other brand income after their playing career. If a contract party does enter into additional high‑value NFL or MLB player contracts, there is no guarantee that any portion of such contracts will consist of guaranteed money.

We anticipate that we will receive the majority of payments due under our brand contract with a contract party during the period of their NFL or MLB playing career. A contract party’s current NFL or MLB player contract represents the source of a significant portion of all brand income, and we expect that a contract party’s annual income will continue to be more heavily weighted toward their NFL or MLB player contract than on other brand income generating activities.

The length of a contract party’s NFL or MLB playing career is uncertain. Following the expiration of a contract party’s current playing contract, NFL or MLB teams may be unwilling to enter into an NFL or MLB player contract with a contract party. In addition, a contract party may not continue to perform well as an NFL or MLB player and therefore, future earnings may be substantially less than those under their current NFL or MLB player contract. If a contract party is unable to sign a new NFL or MLB player contract or the terms of such new contract are materially worse than their current NFL or MLB player contract, the cash receipts from the contract party will decline, which in turn may cause the market value of shares of the tracking stock linked to the brand agreement with a contract party to decline.

In addition, in valuing a contract party’s potential lifetime brand income, we estimated the brand income a contract party may earn as a result of their endorsements to be significantly in excess of their historical earnings from endorsements. However, we do not know if their endorsement income will grow in the future, and we do not know if their reputation and brand will be enhanced as a result of their being one of our contract parties. In fact, their reputation and brand may be negatively affected by their willingness to enter into a brand contract and trade potential future earnings for present income.

If future endorsement partners or NFL or MLB teams do not like that a contract party accepted an upfront cash payment in exchange for a portion of their future earnings, future endorsement partners may be less willing to enter into contracts with a contract party. In addition, a contract party’s endorsement contracts that they may enter into during their NFL or MLB playing career may be terminated if a contract party does not play for an NFL or MLB team. Furthermore, a contract party’s ability to successfully attract and retain endorsements is dependent on a contract party complying with the contractual requirements of those endorsements and there is no guarantee that a contract party will do so. Moreover, future endorsement partners may be less willing to enter into contracts with a contract party as a result of their entering into the brand contract with us in order to avoid public disclosure of their arrangements with a contract party. For the aforementioned reasons, a contract party may not be able to enter into new endorsement deals. In addition, their ability to generate other brand income after their playing career, such as through coaching or broadcasting, is unproven. Failure to attract and maintain key endorsements or generate other brand income after their playing career could have a negative impact on our cash received under the brand contract.

The opportunity to receive a return of capital or any profit from an investment in our tracking stocks will depend in large part upon a contract party’s ability to enter into additional high‑value, multi‑year NFL or MLB player contracts and on their ability over the same period and beyond to enter into and maintain endorsement contracts that are significantly in excess of those they have had historically. If a contract party does enter into additional high‑value, multi‑year NFL or MLB player contracts, there is no guarantee that any portion of such contracts will consist of guaranteed money.

In general we have limited historical data upon which to base our valuation and projections of a contract party’s future earnings potential.

Most of our contract parties have played less than five seasons in their respective sport. As a result, we have limited historical data upon which to build our analysis and valuation of the future professional sports earnings, future endorsements and other post‑career contracts for a contract party.

A contract party may suffer from an injury, illness or medical condition; any injuries, illnesses or medical conditions of a contract party may affect the cash received by us under the brand contract.

Any injury, illness or medical condition of a contract party could cause you to lose a substantial portion or all of your investment in a tracking stock linked to that contract party’s brand agreement. Even if not career-ending, an injury, illness or medical condition could have a negative effect upon a contract party’s performance and may result in a loss of brand income that would otherwise have resulted from the contract party competing in his professional sport. A reduction in brand income will reduce our ABI and our ability to make dividend payments, if any, and will have a negative impact on the value of shares of the associated tracking stock. Any of these outcomes could also affect our ability to enter into additional brand contracts or to finance the acquisition of additional brands, which would have an adverse impact on our ability to execute on our business strategy.

All of our contract parties in the NFL and MLB have experienced injuries which, in certain cases, have caused that contract party to miss games. In addition each contract party has experienced other instances of normal wear and tear as an amateur and professional athlete and we expect that each contract party will continue to experience such wear and tear. Any worsening of these conditions, or re‑injury or new injury, could materially and adversely affect a contract party’s playing performance and the value of the contract party’s brand.

For example, in May of 2013, Andrew Heaney missed two months of the minor league baseball season due to a strained muscle in his back. During the 2015 NFL season, Ryan Shazier missed four games due to a shoulder injury. In November 2014, Ryan Shazier suffered an ankle injury and missed three games. During the 2015 NFL season, Kendall Wright missed six games due to a knee injury and a rib injury, and on December 3, 2014, Kendall Wright broke a bone in his right hand and missed two NFL games as a result. On July 2, 2014, Jack Mewhort underwent arthroscopic knee surgery on his right knee, after the Indianapolis Colts’ rookie minicamp, but started the first four games of the 2014 NFL regular season for the Indianapolis Colts. Jack Mewhort missed two NFL games on October 5, 2014 and October 9, 2014, due to an ankle injury. During an NFL preseason game on August 31, 2012, Michael Brockers suffered a high ankle sprain and was forced to miss the first three regular season games of the 2012 NFL season. In February 2013, Michael Brockers underwent surgery to remove bone chips in his left ankle. During the 2015 NFL season, Alshon Jeffery missed seven games due to a hamstring injury. On October 7, 2012, Alshon Jeffery suffered a fracture of the third metacarpal bone in his right hand during a regular season game against the Jacksonville Jaguars which resulted in him missing four games in the 2012 NFL season. On November 19, 2012, Alshon Jeffery suffered a knee injury during a regular season game against the San Francisco 49ers. He did not return to the game, and this injury required arthroscopic knee surgery, which was performed on November 21, 2012 and caused him to miss two additional games during 2012 NFL season. On September 24, 2006, Vernon Davis left a regular season NFL game in the third quarter after sustaining a fracture to his left fibula. This injury caused him to miss six games during the 2006 NFL regular season. After suffering a concussion, Vernon Davis was forced to temporarily leave a regular season game on December 31, 2006. On September 23, 2007, Vernon Davis left a regular season NFL game early after suffering a sprain to his right knee. This injury caused him to miss the following two regular season games. Vernon Davis also missed portions of two regular season NFL games in the 2010 season following a reported ankle injury. On December 23, 2012, Vernon Davis was reported to leave an NFL game early after suffering a concussion. On September 15, 2013, Vernon Davis left a regular season NFL game early in the fourth quarter with a hamstring strain, which injury also caused him to miss a game the subsequent week. On November 10, 2013, Vernon Davis was reported to leave a regular season game early as a result of suffering a concussion. During the 2014 NFL season, Vernon Davis missed two games due to an ankle injury. During the 2015 NFL season, Vernon Davis missed two games due to a knee injury. In December 2010, Mohamed Sanu underwent surgery to repair his left shoulder. On November 29, 2012, Mohamed Sanu suffered a stress fracture to the fifth metatarsal of his left foot during a team practice. This injury required surgery, which was performed on December 2, 2012 and resulted in him missing the rest of the 2012 NFL playing season. On October 27, 2013, Mohamed Sanu left a regular season game against the New York Jets after suffering an injury to his left shoulder. He did not return to the game, but was not forced to miss any additional playing time. In August 2013, EJ Manuel had minor surgery on

his left knee and missed two pre-season games. On October 3, 2013, during the third quarter in a game against the Cleveland Browns, EJ Manuel sprained the lateral collateral ligament in his right knee. This injury caused him to miss four games of the 2013 season. In December 2013, EJ Manuel sprained the lateral collateral ligament in his left knee and missed the last two games of the 2013 NFL season. In January 2014, EJ Manuel had an arthroscopic procedure performed on each of his knees.

A substantial portion of our anticipated income under the brand contract is attributable to a contract party’s expected earnings from his professional sport. To the extent that the value of your investment is dependent on the competitive success of a contract party, the likelihood of achieving such success is substantially reduced by serious or untimely injuries to a contract party. If a contract party is unable to play as a result of any injury, illness or medical condition they may be unable to enter into any future NFL or MLB player contracts. Additionally, certain endorsement contracts are made subject to an athlete’s continued participation in his professional sport and if they cease to be a professional athlete for any reason, including injury, illness or medical condition, their ability to maintain sponsors and their ability to attract new sponsors may be severely diminished.

It is difficult to estimate with precision the projected future earnings of a contract party because such estimation is necessarily based on future events that may or may not occur and that could change based on a number of factors that are hard to control. As a result, it is difficult to predict an accurate return on investment or rate of return for an investment in our tracking stocks.

Because the length of a contract party’s playing career is uncertain, we made certain estimates to predict a contract party’s career length. Due to the inherent uncertainty in predicting the future, it is difficult to estimate with precision the projected future earnings of a contract party in his professional sport and other brand income activities. These estimations are based on future events that may or may not occur. Additionally, future events change based on a number of factors that are difficult or impossible to control. As a result, it is difficult to predict an accurate return on investment or rate of return of an investment in our tracking stocks.

Future negative publicity could harm a contract party’s reputation and impair the value of his brand.

The return on your investment in Units depends on the value and strength of the brand and reputation of our contract parties as well as the financial success of Fantex as a whole. Each of our contract parties has in the past received, and we expect will continue to receive in the future, media coverage. Unfavorable publicity regarding a contract party’s professional performance or his behavior off the field could negatively affect his brand and reputation. Any negative publicity regarding a contract party’s on-field performance or off-the-field behavior or otherwise could damage his reputation and impair the value of his brand. Moreover, future endorsement agreements may contain “morality” clauses which would permit counterparties to endorsement agreements to terminate those agreements with the contract party in certain circumstances (such as if he were charged with a felony or other crime involving fraud, dishonesty, violence, physical harm to another person, possession or use of illegal drugs or moral turpitude), further reducing our potential ABI.

Risks Relating to Vernon Davis    

Vernon Davis’s current and future NFL players contract is a significant portion of the future cash we would receive under his brand contract.

Much of the future cash expected to be received under our brand contract with Vernon Davis is tied to his professional football career and his current and future NFL player contracts. Only $1.1 million of Vernon Davis’s 2016 NFL playing contract signed with the Washington Redskins on March 31, 2016 is guaranteed and we cannot guarantee that Vernon Davis will earn any other amounts under this contract. We cannot guarantee that Vernon Davis will be able to enter into a new NFL player contract.

We have estimated that Vernon Davis will have a 12- year NFL career as of March 31, 2016 and sign a one- year contract for $2.6 million prior to his twelfth season (2017). We based our estimate on the contract value of comparable tight ends who signed contracts between their eleventh to twelfth seasons. It is difficult to estimate with precision the projected future earnings of Vernon Davis in football, football related activities, and other brand income because such estimation is necessarily based on future events that may or may not occur and that could change based on a number of factors that are hard to control. As a result, it is difficult to predict an accurate return on investment or rate of return in an investment in the Units.

Because the length of Vernon Davis’s NFL playing career is uncertain, we made certain estimates to predict his career length and future contract. We estimated that Vernon Davis would sign a one-year contract prior to the 2017 NFL season, for an estimated $2.6 million. In total, we estimated that Vernon Davis would have a career as a player in the NFL for 12 years.

In estimating the value of Vernon Davis’s final NFL player contract, we used a data set of tight ends who entered into NFL player contracts between their eleventh and twelfth NFL seasons since 2006. Using a sample size reduction methodology we believe to be valid based on published research, we arrived at a sample size of the most comparable players who signed contracts. Based on a mathematical model taking into account draft round, games started, statistical production and All-Pro and Pro Bowl selection, we assigned to each of these tight ends an equal weighting to each of the comparable tight ends to Vernon Davis.

Due to the inherent uncertainty in predicting the future, it is difficult to estimate with precision the projected future earnings of Vernon Davis in football, football related activities and other brand income. These estimations are based on future events that may or may not occur. Additionally, future events change based on a number of factors that are difficult or impossible to control. As a result, it is difficult to predict an accurate return on investment or rate of return of an investment in the Units.

Risks Relating to EJ Manuel

EJ Manuel’s NFL player contract is a significant portion of the current cash we would receive under his brand contract.

In 2013, EJ Manuel signed a four-year contract with the Buffalo Bills worth up to $8.9 million, and his professional football compensation in the year ended December 31, 2015 made up over 90% of his annual brand income. This 2013 NFL player contract included a $4.8 million signing bonus with the remaining $4.1 million to be paid out over the term of the contract. The available brand income remaining as of the beginning of the 2016 NFL season under his NFL player contract is $1.6 million, all of which is guaranteed. We cannot guarantee that EJ Manuel will be able to enter into a new NFL player contract when the existing contract expires.

We have estimated that EJ Manuel will have a seven- year NFL career and sign a two-year contract prior to his fifth season (2017) for $7.4 million and a one-year contract prior to his seventh season (2019) for $3.1 million. We based our estimate on the contract value of comparable quarterbacks who signed contracts between their fourth and sixth seasons and sixth and eighth seasons. It is difficult to estimate with precision the projected future earnings of EJ Manuel in football, football related activities, and other brand income because such estimation is necessarily based on future events that may or may not occur and that could change based on a number of factors that are hard to control. As a result, it is difficult to predict an accurate return on investment or rate of return in an investment in the Units.

Because the length of EJ Manuel’s NFL playing career is uncertain, we made certain estimates to predict his career length. We estimated that EJ Manuel would perform under his current NFL player contract of four years. After expiration of his current NFL player contract, we estimated that EJ Manuel would sign a two-year contract prior to his fifth season in the NFL, which would be the 2017 NFL season, for an estimated $7.4 million. We then estimated that EJ Manuel would enter into his final NFL player contract, a one-year contract prior to his seventh season for an estimated $3.1 million. In total, we estimated that EJ Manuel would have a career as a player in the NFL for seven years.

In estimating the value of EJ Manuel’s potential second NFL player contract, we used a data set of quarterbacks who entered into NFL player contracts between their fourth and sixth NFL seasons since 2006. Based on a mathematical model taking into account statistical production (a combination of games started, total yards (rushing and passing), total touchdowns (rushing and passing), interceptions and completion percentage), and draft round, we assigned to each of these quarterbacks an equal weighting with the most comparable quarterbacks to EJ Manuel receiving a higher weighting. Using a sample size reduction methodology we believe to be statistically valid based on published research, we arrived at a sample size of the most comparable players who signed contracts. In estimating EJ Manuel’s potential third NFL player contract, we used a data set of quarterbacks who entered into NFL player contracts between their sixth and eighth NFL seasons since 2006. We then used the same sample size reduction methodology and mathematical model to assign each of these quarterbacks an equal weighting to each of the comparable quarterbacks to EJ Manuel.

Due to the inherent uncertainty in predicting the future, it is difficult to estimate with precision the projected future earnings of EJ Manuel in football, football related activities and other brand income. These estimations are based on future events that may or may not occur. Additionally, future events change based on a number of factors that are difficult or impossible to control. As a result, it is difficult to predict an accurate return on investment or rate of return of an investment in the Units.

Risks Relating to Mohamed Sanu

Mohamed Sanu’s future NFL player contract is a significant portion of the future cash we would receive under his brand contract.

Much of the future cash expected to be received under our brand contract with Mohamed Sanu is tied to his professional football career and his current NFL player contract. Of the amounts payable under Mohamed Sanu’s NFL player contract, only the signing bonuses and annual salaries for the 2016 and 2017 NFL seasons are guaranteed, and the annual salaries for the 2018-2020 NFL seasons are not guaranteed. Accordingly, we cannot guarantee that Mohamed Sanu will earn all of the money under his contract signed with the Atlanta Falcons on March 10, 2016.

We have estimated that Mohamed Sanu will have an eight-year NFL career. Although Mohamed Sanu has recently signed a new, five-year NFL playing contract, it is difficult to estimate with precision how long Mohamed Sanu will play in the NFL and the projected future earnings of Mohamed Sanu in football, football related activities, and other brand income because such estimation is necessarily based on future events that may or may not occur and that could change based on a number of factors that are hard to control. As a result, it is difficult to predict an accurate return on investment or rate of return in an investment in the Units.

Because the length of Mohamed Sanu’s NFL playing career is uncertain, we made certain estimates to predict his career length. Further, due to the inherent uncertainty in predicting the future, it is difficult to estimate with precision the projected future earnings of Mohamed Sanu in football, football related activities and other brand income. These estimations are based on future events that may or may not occur. Additionally, future events change based on a number of factors that are difficult or impossible to control. As a result, it is difficult to predict an accurate return on investment or rate of return of an investment in the Units.

Risks Related to Alshon Jeffery

Alshon Jeffery’s future NFL player contract is a significant portion of the future cash we would receive under his brand contract.

Much of the future cash expected to be received under our brand contract with Alshon Jeffery is tied to his professional football career and his future NFL player contract. On February 26, 2016, the Chicago Bears placed a non-exclusive franchise player tag on Alshon Jeffery which prevents him from becoming an unrestricted free agent for the 2016 NFL season and will pay him a guaranteed salary for the 2016 NFL season of $14.6 million. Alshon Jeffery may still negotiate a long-term contract until July 15, 2016, however, we cannot guarantee that Alshon Jeffery will enter into a new multi-year NFL player contract.

We have estimated that Alshon Jeffery will have a 12-year NFL career. We have also estimated that Alshon Jeffery will receive a six-year contract in 2016 with a total value of $77.1 million and a two-year contract in 2022 with a total value of $18.6 million. We based our estimate on the contract value of comparable wide receivers who signed contracts between their fourth and sixth seasons and tenth and twelfth seasons. It is difficult to estimate with precision the projected future earnings of Alshon Jeffery in football, football related activities, and other brand income because such estimation is necessarily based on future events that may or may not occur and that could change based on a number of factors that are hard to control. As a result, it is difficult to predict an accurate return on investment or rate of return in an investment in the Units.

Because the length of Alshon Jeffery’s NFL playing career is uncertain, we made certain estimates to predict his career length and future contracts. Alshon Jeffery’s last NFL player contract expired on February 29, 2016 and we estimated that Alshon Jeffery would sign a six-year contract prior to the 2016 NFL season for an estimated $77.1 million. In total, we estimated that Alshon Jeffery would have a career as a player in the NFL for 12 years.

In estimating the value of Alshon Jeffery’s potential second NFL player contract, we began with a data set of wide receivers who caught 1.875 passes per team game over the regular season in their rookie, second, or third NFL seasons since 1994. We then limited this data set to wide receivers who have entered into NFL player contracts between their fourth and sixth NFL seasons since 2006. Based on a mathematical model taking into account statistical production (a combination of touches from scrimmage (receiving and rushing), yards from scrimmage (receiving and rushing), total touchdowns (receiving and rushing) and games started), All-Pro and Pro-Bowl selection and draft round, we assigned to each of these wide receivers an equal weighting to the most comparable wide receivers to Alshon Jeffery. Using a sample size reduction methodology we believe to be valid based on published research, we arrived at a sample size of the most comparable players who signed contracts. In estimating the value of Alshon Jeffery’s potential third NFL player contract, we began with a data set consisting of all wide receivers who caught 1.875 passes per team game over the regular season in their rookie, second, or third NFL seasons since 1994. We then limited this data set to wide receivers who have entered into NFL player contracts between their tenth and twelfth NFL seasons since 2006. We then used the same sample size reduction methodology and mathematical model to assign each of these wide receivers an equal weighting to the most comparable wide receivers to Alshon Jeffery.

Due to the inherent uncertainty in predicting the future, it is difficult to estimate with precision the projected future earnings of Alshon Jeffery in football, football related activities and other brand income. These estimations are based on future events that may or may not occur. Additionally, future events change based on a number of factors that are difficult or impossible to control. As a result, it is difficult to predict an accurate return on investment or rate of return of an investment in the Units.

Risks Relating to Michael Brockers

Michael Brockers’ future NFL player contract is a significant portion of the future cash we would receive under his brand contract.

Much of the future cash expected to be received under our brand contract with Michael Brockers is tied to his professional football career and his future NFL player contract. We expect Michael Brockers to enter into a multi-year NFL playing contract prior to the 2017 NFL season. However, we cannot guarantee Michael Brockers will enter into a multi-year NFL contract.

We have estimated that Michael Brockers will have a ten-year NFL career and be required to play under the NFL’s “fifth-year option” for a one-year, $6.1 million contract guaranteed against injury. We estimate he will then sign a five-year contract prior to his sixth season (2017) for $40.1 million. We based our estimate on the contract value of comparable defensive tackles who signed contracts between their fourth and sixth seasons. It is difficult to estimate with precision the projected future earnings of Michael Brockers in football, football related activities, and other brand income because such estimation is necessarily based on future events that may or may not occur and that could change based on a number of factors that are hard to control. As a result, it is difficult to predict an accurate return on investment or rate of return for an investment in the Units.

Because the length of Michael Brockers’s NFL playing career is uncertain, we made certain estimates to predict his career length and future contracts. Michael Brockers’s last NFL player contract expired on February 29, 2016 and we estimated that Michael Brockers would play under a one-year contract for $6.1 million guaranteed against injury under the NFL’s “fifth year option”. He would then sign a five-year contract in his sixth season in the NFL prior to the 2017 NFL season, for an estimated $40.1 million. In total, we estimated that Michael Brockers would have a career as a player in the NFL for ten years.

In estimating the value of Michael Brockers’s potential second NFL player contract, we used a data set of defensive tackles who entered into multi-year NFL player contracts between their fourth and sixth NFL seasons. Using a sample size reduction methodology we believe to be valid based on published research, we arrived at a sample size of the most comparable players who signed contracts. Based on a mathematical model taking into account draft round and statistical production, we assigned to each of these defensive tackles an equal weighting for the most comparable defensive tackles to Michael Brockers.

Due to the inherent uncertainty in predicting the future, it is difficult to estimate with precision the projected future earnings of Michael Brockers in football, football related activities and other brand income. These estimations are based on future events that may or may not occur. Additionally, future events change based on a number of factors that are difficult or impossible to control. As a result, it is difficult to predict an accurate return on investment or rate of return of an investment in the Units.

Risks Relating to Jack Mewhort

Jack Mewhort’s NFL player contract is a significant portion of the current cash we would receive under his brand contract.

In 2014, Jack Mewhort signed a four-year contract with the Indianapolis Colts worth up to $3.6 million, and his professional football compensation in the year ended December 31, 2015 made up approximately 98% of his annual brand income. The available brand income remaining as of the beginning of the 2016 NFL season under his existing NFL player contract was $1.7 million. We cannot guarantee that Jack Mewhort will be able to enter into a new NFL player contract when the existing contract expires.     

We have estimated that Jack Mewhort will have a ten-year NFL career and sign a six-year contract prior to his fifth season (2018) for $56.6 million. We based our estimate on the contract value of comparable offensive linemen who signed contracts between their fourth to sixth seasons. It is difficult to estimate with precision the projected future earnings of Jack Mewhort in football, football related activities, and other brand income because such estimation is necessarily based on future events that may or may not occur and that could change based on a number of factors that are hard to control. As a result, it is difficult to predict an accurate return on investment or rate of return for an investment in the Units.

Because the length of Jack Mewhort’s NFL playing career is uncertain, we made certain estimates to predict his career length and future contracts. We estimated that Jack Mewhort would perform under his current NFL player contract of four years. After expiration of his current NFL player contract, we estimated that Jack Mewhort would sign a six-year contract prior to his fifth season in the NFL, which would be the 2018 NFL season, for an estimated $56.6 million. In total, we estimated that Jack Mewhort would have a career as a player in the NFL for ten years.

In estimating the value of Jack Mewhort’s potential second NFL player contract, we used a data set of offensive linemen who entered into multi-year NFL player contracts between their fourth and sixth NFL seasons. Using a sample size reduction methodology we believe to be valid based on published research, we arrived at a sample size of the most comparable players who signed contracts. Based on a mathematical model taking into account statistical production and draft round, we assigned to each of these offensive linemen an average weighting to the most comparable offensive linemen to Jack Mewhort.

Due to the inherent uncertainty in predicting the future, it is difficult to estimate with precision the projected future earnings of Jack Mewhort in football, football related activities and other brand income. These estimations are based on future events that may or may not occur. Additionally, future events change based on a number of factors that are difficult or impossible to control. As a result, it is difficult to predict an accurate return on investment or rate of return of an investment in the Units.

Risks Relating to Kendall Wright

Kendall Wright’s future NFL player contract is a significant portion of the future cash we would receive under his brand contract.

Much of the future cash expected to be received under our brand contract with Kendall Wright is tied to his professional football career and his future NFL player contract. Kendall Wright is currently scheduled to play the 2016 NFL season under the “fifth year option” and we expect him to receive in the future a multi-year NFL contract. However, we cannot guarantee that Kendall Wright will be able to enter into a new multi-year NFL player contract.

We have estimated that Kendall Wright will have an 11-year NFL career and sign a four-year contract for $30.9 million prior to his fifth season (2016) and a three-year contract for $26.5 million prior to his ninth season (2020). We based our estimate on the contract value of comparable wide receivers who signed contracts between their fourth and sixth seasons and their eighth and tenth seasons. It is difficult to estimate with precision the projected future earnings of Kendall Wright in football, football related activities, and other brand income because such estimation is necessarily based on future events that may or may not occur and that could change based on a number of factors that are hard to control. As a result, it is difficult to predict an accurate return on investment or rate of return for an investment in the Units.

Because the length of Kendall Wright’s NFL playing career is uncertain, we made certain estimates to predict his career length and future contracts. See the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Unconsummated Brand Contracts as of December 31, 2015, Estimated Fair Value—Kendall Wright Brand Contract, at Estimated Fair Value—Kendall Wright Career Length” beginning on page 101 for a more detailed description of how we estimated Kendall Wright’s career length. Kendall Wright’s last NFL player contract expired on February 29, 2016 and we estimated that Kendall Wright would sign a four-year contract prior to the 2016 NFL season, which would be his fifth NFL season, for an estimated $30.9 million and a three-year contract prior to his ninth season in the NFL, which would be the 2020 NFL season, for an estimated $26.5 million. In total, we estimated that Kendall Wright would have a career as a player in the NFL for 11 years.

In estimating the value of Kendall Wright’s potential second NFL player contract, we used a data set of wide receivers who entered into multi-year NFL player contracts between their fourth and sixth NFL seasons. Based on a mathematical model taking into account draft round, games played, statistical production and All-Pro and Pro Bowl selection, we assigned to each of these wide receivers a relative weighting with the most comparable wide receivers to Kendall Wright receiving a higher weighting. Using a sample size reduction methodology we believe to be statistically valid based on published research, we arrived at a sample size of the most comparable players who signed contracts. In estimating the value of Kendall Wright’s potential third NFL player contract, we used a data set of wide receivers who entered into multi-year NFL player contracts between their eighth and ninth NFL seasons. Based on a mathematical model taking into account draft round, games played, statistical production and All-Pro and Pro Bowl selection, we assigned to each of these wide receivers a relative weighting with the most comparable wide receivers to Kendall Wright receiving a higher weighting. Using a sample size reduction methodology we believe to be statistically valid based on published research, we arrived at a sample size of the most comparable player contracts.

Due to the inherent uncertainty in predicting the future, it is difficult to estimate with precision the projected future earnings of Kendall Wright in football, football related activities and other brand income. These estimations are based on future events that may or may not occur. Additionally, future events change based on a number of factors that are difficult or impossible to control. As a result, it is difficult to predict an accurate return on investment or rate of return of an investment in the Units.

Risks Relating to Andrew Heaney

Andrew Heaney’s future MLB player contract(s) is a significant portion of the future cash we would receive under his brand contract.

Much of the future cash expected to be received under our brand contract with Andrew Heaney is tied to his professional baseball career and his future MLB player contract(s). Andrew Heaney has signed a new, one-year MLB contract for the 2016 season. We cannot guarantee that Andrew Heaney will be able to enter into any new MLB player contract(s) when the existing contract expires.

We have estimated that Andrew Heaney will have a nine-year MLB playing career and earn $84.0 million playing in MLB. It is difficult to estimate with precision the projected future earnings of Andrew Heaney in baseball, baseball related activities, and other brand income because such estimation is necessarily based on future events that may or may not occur and that could change based on a number of factors that are hard to control. As a result, it is difficult to predict an accurate return on investment or rate of return for an investment in the Units.

Because the length of Andrew Heaney’s MLB playing career is uncertain, we made certain estimates to predict his career length and future contracts. See the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Unconsummated Brand Contracts as of December 31, 2015, Estimated Fair Value—Andrew Heaney Brand Contract, at Estimated Fair Value—Andrew Heaney Career Length” beginning on page 106 for a more detailed description of how we estimated Andrew Heaney’s career length. We estimated that Andrew Heaney would have an MLB playing career of nine years and earn $84.0 million during those nine years.

In estimating the value of Andrew Heaney’s MLB earnings in years two through nine of his MLB playing career we used a data set of pitchers whose first Fantex Qualifying Season was in 1990 or thereafter. “Fantex Qualifying Season” is defined by the first season in which a pitcher records ten or more starts and throws fifty or more innings during the MLB regular season. Based on a mathematical model taking into account age, Best Baseball America Prospect Ranking and statistical production (games started, inning pitched per game, strikeouts per nine innings, WAR (wins above replacement) and WHIP (walks plus hits per inning pitched)) in each pitcher’s first Fantex Qualifying Season, we assigned to each of the pitchers in the data set a relative weighting with the most comparable pitchers to Andrew Heaney (based on the above criteria) receiving a higher weighting. Using a sample size reduction methodology we believe to be statistically valid based on published research, we calculated a sample size of the most comparable pitchers for each year of Andrew Heaney’s career. We then calculated the weighted average MLB earnings of the most comparable pitchers in each year, using data since 2000 and adjusting for inflation in MLB salaries over time.

When estimating Andrew Heaney’s potential future MLB earnings, we assumed Andrew Heaney will remain in MLB and will not return to the minor leagues.  Due to the inherent uncertainty in predicting the future, it is difficult to estimate with precision the projected future earnings of Andrew Heaney in baseball, baseball related activities and other brand income. These estimations are based on future events that may or may not occur. Additionally, future events change based on a number of factors that are difficult or impossible to control. As a result, it is difficult to predict an accurate return on investment or rate of return of an investment in the Units.

Risks Relating to Terrance Williams

Terrance William’s NFL player contract is a significant portion of the current cash we would receive under his brand contract.

In 2013, Terrance Williams signed a four-year contract with the Dallas Cowboys worth up to $2.9 million, and

his professional football compensation for the year ended December 31, 2015 made up approximately 89% of his annual brand income. The available brand income remaining as of the beginning of the 2016 NFL season under his existing NFL player contract was $0.7 million. We cannot guarantee that Terrance Williams will be able to enter into a new NFL player contract when the existing contract expires.   

We have estimated that Terrance Williams will have a nine-year NFL career and sign a five-year contract prior to his fifth season (2017) for $52.3 million. We based our estimate on the contract value of comparable wide receivers who signed contracts between their fourth and sixth seasons. The results on which our projections are based are not typical. It is difficult to estimate with precision the projected future earnings of Terrance Williams in football, football related activities, and other brand income because such estimation is necessarily based on future events that may or may not occur and that could change based on a number of factors that are hard to control. As a result, it is difficult to predict an accurate return on investment or rate of return for an investment in the Units.

Because the length of Terrance Williams NFL playing career is uncertain, we made certain estimates to predict his career length and future contract. See the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Unconsummated Brand Contracts as of December 31, 2015, Estimated Fair Value—Terrance Williams Brand Contract, at Estimated Fair Value—Terrance Williams Career Length” beginning on page 110 for a more detailed description of how we estimated Terrance Williams’s career length. We estimated that Terrance Williams would perform under his current NFL player contract of four years. After expiration of his current NFL player contract, we estimated that Terrance Williams would sign a five-year contract prior to his fifth season in the NFL, which would be the 2017 NFL season, for an estimated $52.3 million. In total, we estimated that Terrance Williams would have a career as a player in the NFL for nine years.

In estimating the value of Terrance Williams’s potential second NFL player contract, we used a data set of wide receivers who entered into multi-year NFL player contracts between their fourth and sixth NFL seasons. Based on a mathematical model taking into account draft round, games played, statistical production and All-Pro and Pro-Bowl selection, we assigned to each of these wide receivers a relative weighting with the most comparable wide receivers to Terrance Williams receiving a higher weighting. Using a sample size reduction methodology we believe to be statistically valid based on published research, we arrived at a sample size of the most comparable players who signed contracts.

Due to the inherent uncertainty in predicting the future, it is difficult to estimate with precision the projected future earnings of Terrance Williams in football, football related activities and other brand income. These estimations are based on future events that may or may not occur. Additionally, future events change based on a number of factors that are difficult or impossible to control. As a result, it is difficult to predict an accurate return on investment or rate of return of an investment in the Units.

Risks Relating to Ryan Shazier

Ryan Shazier’s NFL player contract is a significant portion of the current cash we would receive under his brand contract.

In 2014, Ryan Shazier signed a four-year contract with the Pittsburgh Steelers worth up to $9.5 million, and his professional football compensation for the year ended December 31, 2015 made up approximately 92% of his annual brand income. The available brand income remaining as of the beginning of the 2016 NFL season under his existing NFL player contract was $3.0 million. We cannot guarantee that Ryan Shazier will be able to enter into a new NFL player contract when the existing contract expires.      

We have estimated that Ryan Shazier will have a nine-year NFL career and that the Pittsburgh Steelers will exercise the Fifth-Year Option on Ryan Shazier’s entry level NFL player contract prior to his fifth season (2018) for $9.4 million and sign a four-year contract prior to his sixth season (2018) for $51.8 million. We based our estimate on the contract value of comparable linebackers who signed contracts between their fourth and seventh seasons.  It is difficult to estimate with precision the projected future earnings of Ryan Shazier in football, football related activities, and other brand income because such estimation is necessarily based on future events that may or may not occur and that could change based on a number of factors that are hard to control. As a result, it is difficult to predict an accurate return on investment or rate of return for an investment in the Units.

Because the length of Ryan Shazier’s NFL playing career is uncertain, we made certain estimates to predict his career length and future contracts. See the section entitled, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Unconsummated Brand Contracts as of December 31, 2015, Estimated Fair Value—Ryan Shazier Brand Contract, at Estimated Fair Value—Ryan Shazier Career Length” beginning on page 114 for a more detailed description of how we estimated Ryan Shazier’s career length. We estimated that Ryan Shazier would perform under his current NFL player contract of four years and that the Pittsburgh Steelers will exercise the Fifth-Year Option on Ryan Shazier’s entry level NFL player contract prior to his fifth season, the 2018 NFL season, for an estimated $9.4 million. We then estimated that Ryan Shazier would sign a four-year contract prior to his sixth season in the NFL, which would be the 2019 NFL season, for an estimated $51.8 million. In total, we estimated that Ryan Shazier would have a career as a player in the NFL of nine years.

We estimated that the Pittsburgh Steelers will exercise the Fifth-Year Option on Ryan Shazier’s entry level NFL Player contract prior to the 2018 NFL season. In estimating the value of this potential Fifth-Year Option, we used a data set consisting of the 3rd through 25th highest paid linebackers under contract for the 2015 NFL season.

In estimating the value of Ryan Shazier’s potential second NFL player contract, we used a data set of linebackers who entered into multi-year NFL player contracts between their fourth and seventh NFL seasons. Based on a mathematical model taking into account draft position, statistical production (games started and total tackles) and All-Pro and Pro-Bowl selection, we assigned to each of these linebackers a relative weighting with the most comparable linebackers to Ryan Shazier receiving a higher weighting. Using a sample size reduction methodology we believe to be statistically valid based on published research, we arrived at a sample size of the most comparable players who signed contracts.

Due to the inherent uncertainty in predicting the future, it is difficult to estimate with precision the projected future earnings of Ryan Shazier in football, football related activities and other brand income. These estimations are based on future events that may or may not occur. Additionally, future events change based on a number of factors that are difficult or impossible to control. As a result, it is difficult to predict an accurate return on investment or rate of return of an investment in the Units.

Risks Relating to our Tracking Stock Structure

There are numerous risks investors should be aware of with respect to how we intend to structure our business and our proposed tracking stock structure.

Our amended and restated certificate of incorporation authorizes us to establish and issue from time to time one or more series of common stock and to determine the terms and rights of each such series. We intend to enter into additional brand contracts in the future, and we intend to establish and issue an additional series of common stock, which we refer to as our tracking stocks, with each new brand contract. Each tracking stock would be intended to track and reflect the separate economic performance of the assets and expenses associated with the associated brand contract. As a result, we expect to issue multiple tracking stocks in the future, and there are numerous risks associated with our proposed tracking stock structure.

A specified portion of the ABI associated with each of our brand contracts will be attributed to our platform common stock rather than the associated tracking stock. Therefore, each of our tracking stocks will only partially reflect the economic performance of the associated brand contract.

Our tracking stocks are intended to track the performance of our brand contracts. However, we are attributing to our brands only 95% of the ABI under each brand contract. The remaining 5% of ABI under the brand contracts will be attributed to our platform common stock. Similarly, in the future when we issue additional tracking stocks we intend to attribute a portion of the ABI under the associated brand contracts to the platform common stock. Therefore, each of our tracking stocks will only partially reflect the economic performance of the associated brand contract and other assets and expenses of the associated tracking stock, even though we may use the proceeds of our tracking stock offerings to fund the full purchase price of the associated brand contract.

In addition, an investment in any of our tracking stocks would not represent an ownership interest in any related brand contract or assets associated with any particular tracking stock. Rather, an investment in any of our tracking stocks would represent an ownership interest in one consolidated company, Fantex.

As a series of our common stock, each of our tracking stocks will be exposed to additional risks associated with our company as a whole, including any individual tracking stock that exists at the time of any investment or that we may establish and issue in the future.

Investors in any of our tracking stocks are our common stockholders and an investment in a tracking stock will represent an ownership interest in our company as a whole, which exposes holders to additional risks associated with any individual tracking stock that exists at the time of any investment or that we may establish and issue in the future, even if an investor only owns shares of one series of our common stock. Holders of one tracking stock will be exposed to the risks associated with our other current tracking stocks and any tracking stock we may establish and issue in the future. We will attribute, for financial reporting purposes, assets, liabilities, income, expenses and cash flows to tracking stocks that we establish for brands we acquire in the future, and we will include unaudited attributed financial information as part of our financial reporting for each tracked stocks we establish. However, holders of any of our tracking stocks will not have any legal rights related to specific assets attributed to the associated tracked stocks. Rather, Fantex will retain legal title to all of its assets, including assets attributed to any of our current tracking stocks or any other tracking stock we establish in the future, and, in any liquidation, holders of our tracking stocks and holders of any other tracking stocks we may establish in the future, together with holders of our platform common stock, will be entitled to receive a proportionate share of our available net assets available for distribution to stockholders after we satisfy our creditors, including creditors of any tracking stock other than a tracking stock in which investors may invest.

We could be required to use assets attributed to one tracking stock to pay liabilities attributed to another tracking stock.

The assets attributed to one tracking stock are potentially subject to the liabilities attributed to another tracking stock, even if those liabilities arise from lawsuits, contracts or indebtedness that are attributed to such other tracking stock. No provision of our amended and restated certificate of incorporation prevents us from satisfying liabilities of one tracking stock with assets of another tracking stock, and our creditors will not in any way be limited by our capital structure from proceeding against any assets they could have proceeded against if we did not have any tracking stocks. As a result, although we intend for the tracking stocks to track the performance of a particular brand contract, we cannot provide any guarantee that the tracking stock will in fact track the performance of such brand contract and that a particular tracking stock will not be subject to a disproportionate share of the burden of any non‑performing brand

contracts, whether or not included in the assets attributed to such tracking stock, and will not be attributed a disproportionate amount of our general liabilities, costs and expenses.

The market price of our tracking stocks may not reflect the intrinsic value or performance of the associated brand contract or contract party.

The market price of our tracking stocks may not reflect the performance of the associated brand contract. Holders of our tracking stock will be common stockholders of Fantex as a whole and, as such, will be subject to all risks associated with an investment in Fantex and all of our tracking stocks, assets and liabilities. As a result, the market price of our tracking stocks may reflect the performance of Fantex as a whole or may more independently reflect the performance of some or all of the assets attributed to the associated brand. We value each of our brand contracts using the fair value option under ASC 825. Our fair value determination may be different from the implied value of a brand contract based on the market price for a tracking stock. In addition, investors may discount the value of any of our tracking stocks because it is part of a common enterprise rather than a stand‑alone entity.

The market price of our tracking stocks could be affected by the on‑field performance of our contract parties to the extent that such on‑field performance has a long‑term impact on the brand income received by such contract parties.

Because our tracking stocks are intended to track and reflect the economic performance of the underlying brand contracts, and not the on‑field performance of the associated contract parties, we do not believe that the trading price of our tracking stocks will necessarily bear any relationship to the short‑term on‑field performance of any of our contract parties. However, the trading prices and overall economic performance of our tracking stocks would be affected by the on‑field performance of our contract parties to the extent that such on‑field performance has a long‑term impact on such contract party’s brand income. If a contract party’s on‑field performance results in a reduction in brand income, then the ABI we receive from that contract party pursuant to the underlying brand contract will be less than we have estimated. Any reduction in the ABI that we receive under our brand contracts may constrain our ability to make dividend payments to investors in the related tracking stock, and could have a negative impact on the value of shares of such tracking stock. As a result, the economic performance of our tracking stocks may be indirectly affected by the on‑field performance of our contract parties.

The market price of our tracking stocks may be more volatile than other publicly traded common stock because of our unique capital structure.

The market price of our tracking stocks may be volatile, could fluctuate substantially and could be affected by factors that do not affect other publicly‑traded common stock. Our capital structure and business model is unique and we do not know how the market will react. In addition, to the extent the market prices of any of our tracking stocks reflect the performance of more focused brand contracts, assets and liabilities than traditional common stock, the market prices of our tracking stocks may be more volatile than the market price of traditional common stock because they may be more sensitive to events or circumstances that could impact the associated tracking stocks. The market prices of any of our tracking stocks may be materially affected by, among other things:

Our capital structure may create conflicts of interest for our board of directors and management, which could have a material adverse effect on the market value of any of our tracking stocks.

Our tracking stock capital structure could create conflicts of interest, and our board of directors may make decisions that could adversely affect only some holders of our common stock. Our tracking stock capital structure could give rise to occasions when the interests of holders of one tracking stock might diverge or appear to diverge from the interests of holders of another tracking stock. In addition, there may be inherent conflicts of interests between any of our tracking stocks and the platform common stock. Our tracking stocks do not represent investments in separate entities and thus holders of our tracking stocks, platform common stock and any future tracking stocks will not have the right to elect separate boards of directors. As a result, our officers and directors owe fiduciary duties to Fantex as a whole and all of our stockholders as opposed only to holders of a particular tracking stock. Decisions deemed to be in the best interest of Fantex and all of our stockholders may not be in the best interest of a particular tracking stock when considered independently. Examples include decisions relating to:

Our parent and certain directors of our parent, as holders of our platform common stock and other series of our common stock, will have control over key decision making as a result of their control over a majority of our voting stock.

Our parent and certain directors of our parent are able to exercise voting rights with respect to approximately 98.6% of our outstanding stock and as such, a majority of the voting power of our outstanding capital stock. Our platform common stock and each of our tracking stocks are each entitled to one vote per share. As a result, our parent will hold substantially all of the voting power of our outstanding capital stock and has the ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation, or sale of all or substantially all of our assets. As a stockholder, even a controlling stockholder, our parent is entitled to vote its shares in its own interests, which may not always be in the interests of our stockholders generally. Our parent will continue to control a majority of the combined voting power of our common stock and therefore be able to control all matters submitted to our stockholders for approval so long as the shares of our platform common stock represent a majority of all outstanding shares of our common stock. This concentrated control will limit the ability of other stockholders to influence corporate matters for the foreseeable future.

Ownership of our platform common stock by our parent company and any of our officers or directors, may create, or appear to create, conflicts of interest with holders of our tracking stocks.

Ownership of platform common stock by our parent company and any of our officers or directors, may create or appear to create conflicts of interest. Our parent company and our directors or officers directly or indirectly own an interest in our platform common stock, which interest constitutes substantially all of the voting power in our company. Nevertheless, ownership of platform common stock by Fantex Holdings or any of our officers or directors could create or appear to create conflicts of interest when our parent company or any of our officers or directors are faced with decisions that could have different implications for the holders of shares of our tracking stocks and holders of platform common stock.

Our officers and directors may have a conflict of interest or appear to have a conflict since almost all of our officers are also officers of Fantex Holdings.

Our Chief Executive Officer is a member of our parent’s board and some of our officers are also officers of our parent company. Because our parent holds all of our platform common stock, its interests are expected to conflict in certain respects with the interests of holders of our current or future additional tracking stocks. Furthermore, since our parent is also required to provide services to us under the management agreement as long as such agreement is in effect, certain of its interests pursuant to that agreement are directly adverse to the interests of Fantex. These differing interests could create or appear to create conflicts of interest when our officers or directors are faced with decisions that could have different implications for Fantex Holdings and Fantex.

Other than pursuant to our management and attribution policies described in this prospectus, we have not adopted any specific procedures for consideration of matters involving a divergence of interests among holders of shares of our tracking stocks and our platform common stock, or among holders of different tracking stocks. Rather than develop additional specific procedures in advance, our board of directors intends to delegate decisions to our independent conflicts committee, which will exercise its judgment from time to time, depending on the circumstances, as to how best to:

Investors in a tracking stock may not have any remedies under Delaware law if the actions of our directors or officers adversely affect the market value of any of our tracking stocks.

Holders of a particular tracking stock may not have any remedies if any action by our directors or officers has an adverse effect on only that tracking stock. Principles of Delaware law and the provisions of our amended and restated certificate of incorporation may protect decisions of our board of directors that have a disparate impact upon holders of any tracking stock. Under Delaware law, the board of directors has a duty to act with due care and in the best interests of all of our stockholders, regardless of the stock, or series, they hold. Principles of Delaware law established in cases involving differing treatment of multiple classes or series of stock provide that, subject to any applicable provisions of the certificate of incorporation, a board of directors generally owes an equal duty to all stockholders and does not have separate or additional duties to any subset of stockholders. Judicial opinions in Delaware involving tracking stocks have established that decisions by directors or officers involving differing treatment of holders of tracking stocks may be judged under the business judgment rule. In some circumstances, our directors or officers may be required to make a decision that is viewed as adverse to the holders of a particular tracking stock. Under the principles of Delaware law and the business judgment rule referred to above, investors  may not be able to successfully challenge decisions that they

believe have a disparate impact upon the stockholders of one of our tracking stocks if a majority of our board of directors, or an authorized committee thereof, is disinterested and independent with respect to the action taken, is adequately informed with respect to the action taken and acts in good faith and in the honest belief that the board is acting in the best interest of our stockholders collectively.

We may dispose of assets of a tracking stock without stockholder approval.

Delaware law requires stockholder approval only for a sale or other disposition of all or substantially all of the assets of Fantex taken as a whole, and our amended and restated certificate of incorporation does not require a separate class vote in the case of a sale of a significant amount of assets associated with any of our tracking stocks. As long as the assets attributed to a tracking stock or the platform common stock proposed to be disposed of represent less than substantially all of our assets, we may approve sales and other dispositions of any amount of the assets of such tracking stock without any stockholder approval.

Holders of any of our tracking stocks may not be adequately compensated if we sell all or substantially all of the assets of the associated tracking stock.

If we dispose of all or substantially all of the assets attributed to any tracking stock, we would be required, if the disposition is not an exempt disposition under the terms of our amended and restated certificate of incorporation, to choose one or more of the following alternatives:

In this type of a transaction, holders of the disposing tracking stock may receive less value than the value that a third‑party buyer might pay for all or substantially all of the assets of the tracking stock.

Our board of directors will decide, in its sole discretion, how to proceed and is not required to select the option that would result in the highest value to holders of any particular tracking stock.

Holders of any of our tracking stocks may receive less consideration upon a sale of the assets attributed to the associated tracking stock than if that tracking stock were a separate company.

If any of our tracking stocks were a separate, independent companies and its shares were acquired by another person, certain costs of that sale, including corporate level taxes, might not be payable in connection with that acquisition. As a result, stockholders of a separate, independent company with the same assets might receive a greater amount of proceeds than the holders of shares of our tracking stocks would receive upon a sale of all or substantially all of the assets of the associated brand. In addition, we cannot assure investors in a tracking stock that in the event of such a sale the per share consideration to be paid to holders of shares of our tracking stocks will be equal to or more than the per share value of that share of stock prior to or after the announcement of a sale of all or substantially all of the assets of

the associated brand. Further, there is no requirement that the consideration paid be tax‑free to the holders of the shares of our tracking stocks. Accordingly, if we sell all or substantially all of the assets attributed to one of our brands, our stockholders could suffer a loss in the value of their investment in Fantex.

In the event of a liquidation of Fantex, holders of any of our tracking stocks will not have a priority with respect to the assets attributed to the associated tracking stock remaining for distribution to stockholders.

Under the amended and restated certificate of incorporation, upon liquidation, dissolution or winding up of Fantex as a whole, holders of our tracking stocks will be entitled to receive, subject to the prior payment in full of creditors, a proportionate interest in the assets of Fantex remaining for distribution to holders of common stock in an amount per share equal to the fair value of such share of common stock; however, if the assets of Fantex legally available for distribution to the holders of common stock are insufficient to permit the payment to shares of all of our outstanding tracking stocks the full amount to which they would otherwise be entitled, then the assets available for distribution to the holders of common stock shall be distributed to all holders of each tracking stock ratably in proportion to the full amounts to which they would otherwise have been entitled to receive. As a result, the proportionate share of Fantex’s assets that any holder of our tracking stocks would be entitled to receive upon any liquidation may be less than the assets of the associated tracking stock, and less than the amount that an investor would have received if the associated tracking stock were a separate company.

Our board of directors may, in its sole discretion, elect to convert any of our tracking stocks into our platform common stock following the two‑year anniversary of the filing of a certificate of designations creating such tracking stock, thereby changing the nature of any investment in a tracking stock and possibly diluting an investor’s economic interest in Fantex or creating market uncertainty regarding the nature of an investor’s investment, any of which could result in a loss in value to holders of our tracking stocks.

Our amended and restated certificate of incorporation and the certificate of designations for each of our tracking stocks will permit our board of directors, in its sole discretion, to convert all of the outstanding shares of any tracking stock into shares of our platform common stock, following the two‑year anniversary of the filing of a certificate of designations creating such tracking stock, at an exchange rate based on the relative fair value of a share of the impacted tracking stock and the fair value of a share our platform common stock at the time. Our amended and restated certificate of incorporation and the certificate of designations for future tracking stocks are expected to permit our board of directors, in its sole discretion, to convert all of the outstanding shares of any future tracking stocks into shares of platform common stock, following the two‑year anniversary of the filing of a certificate of designations creating such tracking stock, at an exchange rate based on the relative fair value of the that tracking stock and the platform common stock at the time.

Although we do not anticipate converting an actively traded tracking stock into platform common stock that is not also actively traded, there may be circumstances that exist in the future where our board of directors and, where applicable, the conflicts committee of our board of directors may consider it to be in the best interests of its stockholders to do so. For example, we anticipate converting a tracking stock into platform common stock in the following circumstances:

Any conversion of a tracking stock into platform common stock, whether or not the platform common stock is at the time an actively traded stock as determined in good faith by our board of directors or a committee of our board of directors, would preclude the holders of that tracking stock from retaining their investment in a security that is intended to reflect separately the performance of the relevant brand contract. This uncertainty may also impact the market value of a tracking stock even if we do not ever convert a tracking stock. We cannot predict the impact on the market value of our stock because our board of directors’ ability to effect any such conversion or the exercise of this conversion right by Fantex.

Our capital structure may inhibit beneficial acquisition offers.

Our capital structure, as well as the fact that our brand contracts are not independent companies may inhibit or prevent acquisition bids for one of our brand contracts and may make it difficult for a third party to acquire us, even if doing so may be beneficial to our stockholders. If our brands were separate independent companies, any person interested in acquiring the brand without negotiating with management could seek control of that tracking stock by obtaining control of its outstanding voting stock, by means of a tender offer, or by means of a proxy contest. Although we intend our tracking stocks to reflect the separate economic performance of the associated brand contract, it is not a separate entity and a person interested in acquiring a tracking stock without negotiation with our management could obtain control of that tracking stock only by obtaining control of a majority in voting power of the platform common stock. The existence of shares of common stock, and different series of shares, relating to different brand contracts could present complexities and in certain circumstances pose obstacles, financial and otherwise, to an acquiring person that are not present in companies that do not have capital structures similar to ours.

Certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws may discourage, delay or prevent a change in control of Fantex that a stockholder may consider favorable.

Certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws may discourage, delay or prevent a change in control of Fantex that a stockholder may consider favorable. These provisions include:

In addition, after our parent company ceases to own 15% of our voting stock, we will be subject to Section 203 of the Delaware General Corporation Law. Under Section 203, a corporation may not, in general, engage in a business combination with any holder of 15% or more of its voting stock unless the holder has held the stock for three years or, among other things, the board of directors approved the transaction prior to such holder acquiring its 15% stake.

Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our certificate of incorporation provides that, subject to limited exceptions, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of us, (ii) any action asserting a claim of breach of a fiduciary duty owed by, or other wrongdoing by, any of our directors or officers to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law or our amended and restated certificate of incorporation or amended and restated bylaws, (iv) any action to interpret, apply, enforce or determine the validity of our amended and restated certificate of incorporation or the amended and restated bylaws or (v) any action asserting a claim against us governed by the internal affairs doctrine. We believe this provision benefits us by providing increased consistency in the application of Delaware law by judges particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums and protection against the burdens of multi‑forum litigation. Any person or entity purchasing or otherwise acquiring any interest in shares of our tracking stocks shall be deemed to have notice of and to have consented to the provisions of our certificate of incorporation described above. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition.

Risks Relating to this Offering, the Offering Process and the Fantex Platform

The Units are a highly risky and speculative investment. Only investors who can bear the loss of their entire investment should purchase the Units.

The Units are highly risky and speculative. An investment in the Units is suitable for purchase only for investors of adequate financial means. If you cannot afford to lose all of the money you plan to invest in the Units, you should not purchase the Units.

Certain persons are prohibited from purchasing or beneficially owning Units. If such persons purchase or beneficially own Units, we will have the right, under certain circumstances, to redeem all of the shares of tracking stock that comprise the Units owned by such person at a price per share equal to par value, or $0.0001 per share.

We have entered into an agreement with MLB that requires us to, among other things, take steps designed to prohibit certain investors from purchasing or owning Fantex Series Professional Sports, including the incorporation of such ownership restrictions into the certificate of designations for the Fantex Series Professional Sports. These prohibited investors (“Prohibited Investors”) include persons who are (i) owners, officers, directors or employees of any MLB club or MLB related entity, or any family member or agent of the foregoing, and (ii) individuals who have been arrested in connection with, charged with, indicted for, or convicted or participating in (whether directly or indirectly) any illegal gambling activity or any illegal activity in connection with certain gaming enterprises (including any governmental body that exercises certain types of control over such individuals, and other affiliated persons and entities). Pursuant to the restrictions set forth in the certificate of designations for Fantex Series Professional Sports, any person who is a Prohibited Investor will be prohibited from purchasing or beneficially owning (whether directly or indirectly) Fantex Series Professional Sports. Because the Units include shares of Fantex Series Professional Sports,

Prohibited Investors will likewise be prohibited from purchasing or beneficially owning Units. In addition, any person who opens or maintains a customer account with FBS (an “FBS Accountholder”), even if not a Prohibited Investor, is prohibited from beneficially owning more than 10% of the outstanding shares of Fantex Series Professional Sports (whether directly or through Units). If any Prohibited Investor purchases or otherwise comes to beneficially own Units or shares of Fantex Series Professional Sports, or any FBS Accountholder comes to beneficially own more than 10% of the outstanding shares of Fantex Series Professional Sports (whether directly or through ownership of the Units), we will have the right, under certain circumstances, to restrict the transfer of ownership of such securities, and to redeem in cash all of the shares of tracking stocks that comprise the Units at the par value of such tracking stocks, or $0.0001 per share. In addition, if we reasonably believe that the ownership of Units by any securityholder or proposed securityholder would violate the ownership restrictions on the Units, we will have the right to request information from such securityholder or proposed securityholder in order to determine whether such ownership does or would constitute a violation of these restrictions. See “Description of Capital Stock” and “Shares Eligible for Future Sale.”

Certain underwriters have conflicts of interest with respect to this offering.

Because FBS, an underwriter for this offering, is under common control with us and we will receive the net proceeds of the Units sold by us, FBS is deemed to have a “conflict of interest” under FINRA Rule 5121 Accordingly, this offering will be made in compliance with the applicable provisions of FINRA Rule 5121, which requires, among other things, that a “qualified independent underwriter” participate in the preparation of, and exercise the usual standards of due diligence with respect to, the registration statement and this prospectus. UBS Securities LLC has agreed to act as the “qualified independent underwriter” (as defined by FINRA) for the offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including performing due diligence investigations and reviewing and participating in the preparation of the registration statement of which this prospectus forms a part. UBS Securities LLC will not receive any additional fees for acting as “qualified independent underwriter.” We, Fantex Holdings and FBS have agreed to indemnify UBS Securities LLC for acting as “qualified independent underwriter” against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that UBS Securities LLC may be required to make for those liabilities.

In addition, in connection with this offering, we expect that an aggregate of approximately $13.5 million of the net proceeds from this offering (or up to an aggregate of approximately $14.5 million if the underwriters exercise their option to purchase additional Units in full) will be received by Fantex Holdings and certain directors and related persons of Fantex Holdings. The receipt of such amounts by Fantex Holdings and such related persons of Fantex Holdings results from both our expected repurchase of shares of our outstanding tracking stocks from such persons, as well as from the expected repayment of our outstanding promissory note to Fantex Holdings issued in February 2016 related to the purchase price of the Andrew Heaney brand contract. See “Underwriting (Conflicts of Interest)—Conflicts of Interest.”

If you purchase Units in this offering, your interest will be diluted.

Excluding the use of $10.23 million of the net proceeds from this offering to repurchase shares of our outstanding tracking stocks held by Fantex Holdings and certain directors and related persons of Fantex Holdings, we expect to raise net proceeds from investors in this offering of $23.99 million assuming the sale of 1,984,000 Units at an assumed initial public offering price of $13.00 per Unit, after deducting underwriting discounts and commissions payable by us.  

Following this offering, the aggregate purchase price attributed to the Kendall Wright, Andrew Heaney, Terrance Williams and Ryan Shazier brand contracts will be $12.64 million, and we will attribute only 95% of this value to Fantex Series Professional Sports. As a result, investors purchasing Units in this offering will pay an amount related to the Fantex Series Professional Sports that exceeds the net tangible book value per unit that will be attributed to this tracking stock as of immediately after this offering. As a result, investors purchasing Units in this offering will incur immediate dilution of $1.40 per unit of Fantex Series Professional Sports assuming the sale of 1,984,000 Units in this offering at an assumed initial public offering price of $13.00 per Unit. For a further description of the dilution that you will experience immediately following this offering, see “Dilution.”

We have broad discretion in the use of the net proceeds to us from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds to us are being used appropriately. Assuming the sale of 1,984,000 Units in this offering at an assumed initial public offering price of $13.00 per Unit, after deducting underwriting discounts and commissions payable by us, we expect to receive net proceeds in this offering of $23.99 million. We expect to use substantially all of the net proceeds in this offering to repurchase shares of our outstanding tracking stocks held by Fantex Holdings and certain directors and related persons of Fantex Holdings, to fund the payment of the purchase price for the ABI under our brand contracts with each of Kendall Wright, Terrance Williams and Ryan Shazier (net of a $100,000 non-refundable advance we paid to each of them), to fund the repayment of a promissory note (principal and accrued interest) to our parent related to the purchase price of the Andrew Heaney brand contract and for general working capital to fund our operations. If the underwriters’ exercise their option to purchase additional Units in full, we will receive an additional $2.40 million in net proceeds, of which $1.02 million will be used to repurchase additional shares of our outstanding tracking stocks and $1.38 million will be available for general working capital. Management will have broad discretion in the application of these additional proceeds. The failure by our management to apply these funds effectively could harm our business. If we do not invest or apply the net proceeds to us from this offering in ways that enhance stockholder value, we may fail to achieve expected results, which could cause the price of Units to decline.

If securities or industry analysts or commentators do not publish research, or publish inaccurate or unfavorable research, about our business or securities or publish or establish target prices for the Units that are below the initial public offering price or then current trading market price of our Units, the price of the Units may fall.

Securities and industry analysts do not currently, and may never, publish research on us or the Units. If no securities or industry analysts commence coverage of our company or our securities, including the Units, demand and the price for the Units may be negatively impacted. In the event securities or industry analysts initiate coverage, we believe that analysts and commentators may publish price targets, and if they do they may rely upon methods to establish target prices for the Units that may be different than methodologies that we use or that other investors use to value these shares. If analysts and commentators publish target prices for the Units that are below our initial public offering price or the then current trading market price of the Units, it could cause the price of Units to decline.

The price of Units might fluctuate significantly, and you could lose all or part of your investment.

Volatility in the market price of Units may prevent you from being able to sell your Units at or above the price you paid for such Units. The trading price of the Units may be volatile and subject to wide price fluctuations in response to various factors, including:

These and other factors might cause the market price of Units to fluctuate substantially, which might limit or prevent investors from readily selling their Units and may otherwise negatively affect the liquidity of the Units. In addition, in recent years, the stock market has experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies across many industries. The changes frequently appear to occur without regard to the operating performance of the affected companies. Accordingly, the price of the Units could fluctuate based upon factors that have little or nothing to do with Fantex or our contract parties, and these fluctuations could materially reduce our stock price. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. This litigation, if instituted against us, could result in substantial costs, divert our management’s attention and resources, and harm our business, operating results and financial condition.

The market price of the Units could be affected by the on-field performance of our contract parties to the extent that such on-field performance has a long-term impact on the brand income received by such contract parties.

Because our Unit Tracking Stocks are intended to track and reflect the economic performance of the underlying brand contracts, and not the short-term on-field performance of the associated contract parties, we do not believe that the trading price of the Units will necessarily bear any relationship to the short-term on-field performance (such as a single game or a small number of games) of any of our contract parties. However, the trading prices and overall economic performance of the Units could be affected by the on-field performance of our contract parties to the extent that such on-field performance has a long-term impact on such contract party’s brand income. If a contract party’s on-field performance results in a reduction in brand income, then the ABI we receive from that contract party pursuant to the underlying brand contract will be less than we have estimated. Any reduction in the ABI that we receive under our brand contracts may constrain our ability to make dividend payments to investors in our Unit Tracking Stocks, and could have a negative impact on the value and trading price of the Units. As a result, the economic performance of the Units may be indirectly affected by the on-field performance of our contract parties.

Risks Relating to Additional Tracking Stocks

Investors in any of our tracking stocks, including investors in the Units, will be our common stockholders and an investment in a tracking stock (including through the purchase of Units) will represent an ownership interest in our company as a whole, which will expose holders to additional risks associated with any individual tracking stocks that exist at the time of any investment or that we may establish and issue in the future.

Our tracking stocks may be adversely impacted by any non‑performing brand contracts.

We have entered into a brand contract with each of our contract parties, and we intend to enter into additional brand contracts on an ongoing basis. In addition, we intend to create additional tracking stocks in connection with one or more brand contracts we may enter in the future. Income (and assets) will generally be attributed to any of our tracking stocks based on the income from the associated brand contract. However, the assets attributed to one tracking stock are potentially subject to the liabilities attributed to another tracking stock, even if those liabilities arise from lawsuits, contracts or indebtedness that are attributed to such other tracking stock. No provision of our amended and restated certificate of incorporation prevents any creditor from requiring us to satisfy liabilities of one tracking stock with assets

of another tracking stock, and our creditors will not in any way be limited by our capital structure from proceeding against any assets they could have proceeded against if we did not have any tracking stocks.

In addition, if the contract party or other third party who may be obligated to make payments to us were to become the subject of a proceeding under the United States Bankruptcy Code or a similar proceeding or arrangement under another state, federal or foreign law, our rights and interests under the brand contract or otherwise may be significantly prejudiced or impaired. In such circumstances, we may be precluded, stayed or otherwise limited in enforcing some or all of our rights under the brand contract or otherwise and realizing the economic and other benefits contemplated therein. To the extent we do not receive payments under a brand contract to which we would otherwise be entitled as a result of any such debtor relief laws, then the amount of such payments we do not receive will nonetheless be attributable to the respective tracking stock. In such an event, such shortfall in income will be treated as a general expense of Fantex and be shared pro rata (calculated based on attributable income) among all of our then outstanding tracking stocks. As a result, the market value of a tracking stock could decline if another brand contract that is not related to a tracking stock is unenforceable as a result of debtor relief laws. Therefore, the creditworthiness of another contract party may be relevant to an investment in a tracking stock.

We intend to issue additional tracking stocks, which would reduce then‑existing investors’ percentage of ownership in Fantex and may dilute our share value.

Our amended and restated certificate of incorporation authorizes the issuance of up to 1,500,000,000 shares of common stock. Accordingly, our board of directors will be empowered, without further stockholder approval, to issue additional shares of capital stock up to the authorized amount, which could adversely affect the rights of the holders of the existing series of our common stock. We may value any stock issued in the future on an arbitrary basis and the future issuance of capital stock may result in substantial dilution in the percentage of our common stock or common stock‑equivalents held by our then existing stockholders. The issuance of capital stock for future services or other corporate actions may have the effect of diluting the value of the shares held by our then‑existing stockholders, and might have an adverse effect on any trading market for our tracking stocks.

We may be subject to securities litigation, which is expensive and could divert management attention.

The market price of our common stock may be volatile, and in the past companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make shares of our tracking stocks less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes‑Oxley Act of 2002.

We cannot predict if investors will find our tracking stocks less attractive because we will rely on these exemptions. If some investors find our tracking stocks less attractive as a result, there may be a less active trading market for our tracking stocks and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to “opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non‑emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting

standards is irrevocable.

Our compliance burdens and costs will be significant as a result of operating as a public company, particularly as a result of our tracking stock structure. Our management will be required to devote substantial time to compliance matters.

As a public company in the United States, we incur significant legal, accounting and other expenses. Our business model depends on the ongoing issuance of tracking stocks intended to track the performance of each new brand contract.

We are subject to the reporting requirements of the Exchange Act, the Sarbanes‑Oxley Act, and other applicable securities rules and regulations. Compliance with these rules and regulations increases our legal and financial compliance costs, make some activities more difficult, time‑consuming or costly and increase demand on our systems and resources, particularly as a result of our tracking stock structure and to a greater extent after we are no longer an “emerging growth company.” The Exchange Act requires that we file annual and current reports with respect to our business, financial condition and results of operations. The Sarbanes‑Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting. Furthermore, the need to establish the corporate infrastructure demanded of a public company, particularly one with a tracking stock structure such as ours that contemplates numerous tracking stocks being issued on an ongoing basis, may divert management’s attention from implementing our growth strategy, which could prevent us from improving our business, financial condition and results of operations. We will need to continue to implement significant enhancements to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company with multiple tracking stocks. However, the measures we take may not be sufficient to satisfy our obligations as a public company. In addition, these rules and regulations increase our legal and financial compliance costs and will make some activities more time‑consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain the same or similar coverage. These obligations could have a material adverse effect on our business, financial condition, results of operations and cash flow.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time‑consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue‑generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business, financial condition, results of operations and cash flow could be adversely affected.

For as long as we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes‑Oxley Act. We may take advantage of this provision until December 31, 2019, or such earlier time when we are no longer an emerging growth company. Furthermore, after the date we are no longer an emerging growth company, our independent registered public accounting firm will only be required to attest to the effectiveness of our internal control over financial reporting depending on our market capitalization. Even if our management concludes that our internal control over financial reporting are effective, our independent registered public accounting firm may still decline to attest to the effectiveness of our internal controls or may issue a report that is qualified if it is not satisfied with our controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, in connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes‑Oxley

Act for compliance with the requirements of Section 404. Failure to comply with Section 404 could subject us to regulatory scrutiny and sanctions, impair our ability to raise revenue, cause investors to lose confidence in the accuracy and completeness of our financial reports and negatively affect our stock price.

Noncompliance with laws and regulations may impair our ability to arrange or service the brand contracts.

Generally, failure to comply with the laws and regulatory requirements applicable to our business may, among other things, limit our ability to collect all or part of the payments under the brand contracts and, in addition, could subject us to damages, class action lawsuits, administrative enforcement actions, and civil and criminal liability, which may harm our business and ability to maintain the Fantex platform and may result in contract parties attempting to rescind their brand contracts. For example, if we were deemed to be an investment company under the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities may be restricted, which would materially adversely affect our business, financial condition and results of operations.

If any of our tracking stocks are not treated as a class of common stock of Fantex, adverse federal income tax consequences will result.

If any of our tracking stocks are considered property other than common stock of Fantex, for federal income tax purposes (i) Fantex would generally be taxed on a portion of the appreciation of the assets, if any, attributable to the tracking stocks upon the issuance of such stock, (ii) the exchange of our tracking stocks for shares of our platform common stock would not qualify as a tax‑free recapitalization, and (iii) income, gain, losses and deductions attributable to one tracking stock would not be offset against income, gain, losses and deductions attributable to another tracking stock. There are no court decisions or other authorities directly bearing on the tax effects of the issuance and classification of stock with the features of our tracking stocks. In addition, the Internal Revenue Service has announced that it will not issue advance rulings on the classification of an instrument with characteristics similar to those of tracking stocks. As a result, there can be no assurance that our tracking stocks will be treated as stock of Fantex for U.S. federal income tax purposes.

The current trading market for our tracking stocks is limited and if a trading market for the Units does not develop, purchasers of the Units may not be able to sell, or may have difficulty selling, their Units.

Prior to this offering, there has been no public market for the Units. The current trading market for our tracking stocks is limited, and we have not previously applied for listing of any of our tracking stocks on any securities exchange or for their inclusion in any established automated dealer quotation system. We have applied to list the Units on the NYSE MKT LLC.

Because we are an affiliate of FBS, FBS will deliver a current “market‑maker” prospectus and otherwise comply with the registration requirements of the Securities Act in connection with any secondary market sale of the Units to FBS customers, which may affect FBS customers’ ability to engage in secondary sales. We have agreed to make a “market‑maker” prospectus generally available to FBS. If we do not have a current “market‑maker” prospectus available at any time, or if we have limited or no market‑makers at any time, the liquidity of the secondary market for our Units may be materially adversely affected.

In addition, we cannot predict the extent to which investor interest in the Units will lead to the development of an active trading market for the Units or how liquid any trading market might become. If an active trading market does not develop, you may be unable to sell, or have difficulty selling, any shares of our tracking stocks that you purchase, and the value of such shares may not reflect their fundamental value. The estimates of value of our tracking stocks were originally based on estimates of the business potential and earnings prospects of our contract parties and our estimates may not be indicative of prices that will prevail in the open market. Consequently, you may not be able to sell shares of our tracking stocks, if at all, at a price equal to or greater than the price you paid to purchase the shares of our tracking stocks.

SPECIAL NOTE REGARDING FORWARD‑LOOKING STATEMENTS

AND INDUSTRY DATA

This prospectus includes forward-looking statements. We may, in some cases, use terms such as “believes,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” “approximately” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Forward-looking statements appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things, our expectations regarding future ABI under our brand contracts, our expectations regarding changes in the fair value of our brand contracts over time, including longevity of our contract parties’ careers and an ability to enter into additional included contracts, our expectation that we will enter into other brand contracts, our ability to conduct additional offerings of new tracking stocks (or other securities comprised of tracking stocks) or otherwise finance the purchase of additional ABI, our ability to build a portfolio of brands, our ability to contribute to our contract parties’ efforts to build brand value, our ability to consummate the pending offering of Units, our attribution policies with respect to our series of common stock, our results of operations, cash needs, spending of the net proceeds from this offering, financial condition, liquidity, prospects, growth and strategies, and the trends that may affect us or the contract parties.

By their nature, forward‑looking statements involve risks and uncertainties because they relate to events, competitive dynamics and industry change, and depend on the economic circumstances that may or may not occur in the future or may occur on longer or shorter timelines than anticipated. Although we believe that we have a reasonable basis for each forward‑looking statement contained in this prospectus, we caution you that forward‑looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the field in which we operate, may differ materially from the forward‑looking statements contained in this prospectus. In addition, even if our results of operations, financial condition and liquidity, and the development of the field in which we operate are consistent with the forward‑looking statements contained in this prospectus, they may not be predictive of results or developments in future periods.

Any forward‑looking statements we make in this prospectus speak only as of the date of such statement, and we undertake no obligation to update such statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

You should also read carefully the factors described or incorporated by reference in the “Risk Factors” section of this prospectus to better understand the risks and uncertainties inherent in our business and underlying any forward‑looking statements. As a result of these factors, we cannot assure you that the forward‑looking statements in this prospectus will prove to be accurate. Furthermore, if our forward‑looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward‑looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified timeframe, or at all.

We obtained data in this prospectus regarding the NFL and MLB and athletes in the NFL and MLB from our own internal estimates and research as well as from general publications, surveys and studies conducted by third parties. While we believe that the information is reliable, we have not independently verified the data from third‑party sources. While we believe our internal company research is reliable and the market definitions we use are appropriate, neither such research nor these definitions have been verified by any independent source.

USE OF PROCEEDS 

We expect that the gross proceeds to us from the sale of the Units in this offering will be approximately $25.8 million assuming the sale of 1,984,000 Units in this offering at an assumed initial public offering price of $13.00 per Unit, after deducting underwriting discounts and commissions payable by us. See “Underwriting (Conflicts of Interest)” for additional detail regarding the underwriting discounts and commissions. Offering expenses, estimated to be $513,000, will be paid by our parent and are not included in the calculation of net proceeds.

Immediately prior to and contingent upon the consummation of this offering, we expect to repurchase an aggregate of 93,140  shares of Fantex Series Vernon Davis, 252,667 shares of Fantex Series EJ Manuel, 80,331 shares of Fantex Series Mohamed Sanu, 549,085 shares of Fantex Series Alshon Jeffery, 232,630 shares of Fantex Series Michael Brockers and 175,940 shares of Fantex Series Jack Mewhort from Fantex Holdings and certain directors and related persons of Fantex Holdings, at a price per share, less underwriting discounts and commissions, proportionate to the price per fractional share of such tracking stocks included in the Units sold to the public in this offering. As consideration for the repurchased shares, upon the consummation of this offering we will pay to Fantex Holdings and such directors and related persons of Fantex Holdings an aggregate of $10.23 million out of the net proceeds to us in this offering. In the event that the underwriters exercise their option to purchase additional Units in full, we will have the right to repurchase from Fantex Holdings and such directors and related persons of Fantex Holdings an aggregate of 9,314 additional shares of Fantex Series Vernon Davis, 25,267 additional shares of Fantex Series EJ Manuel, 8,034 additional shares of Fantex Series Mohamed Sanu, 54,909 additional shares of Fantex Series Alshon Jeffery, 23,263 additional shares of Fantex Series Michael Brockers and 17,594 additional shares of Fantex Series Jack Mewhort. In such case, we will pay Fantex Holdings and such directors and related persons of Fantex Holdings up to an aggregate of $1.02 million out of the net proceeds to us in this offering. We also have the right to repurchase from Fantex Holdings and such directors and related persons of Fantex Holdings an aggregate of 9,314 additional shares of Fantex Series Vernon Davis, 25,267 additional shares of Fantex Series EJ Manuel, 8,034 additional shares of Fantex Series Mohamed Sanu, 54,909 additional shares of Fantex Series Alshon Jeffery, 23,263 additional shares of Fantex Series Michael Brockers and 17,594 additional shares of Fantex Series Jack Mewhort. In the event that the underwriters exercise their option to purchase additional Units in full, we will receive an additional $2.40 million in net proceeds, of which $1.02 million will be used to repurchase additional shares of our outstanding tracking stocks from Fantex Holdings and such directors and related persons of Fantex Holdings, and $1.38 million will be available for working capital.

As consideration for the ABI under our brand contracts with each of Kendall Wright, Terrance Williams and Ryan Shazier, we have agreed to pay each one‑time cash amounts of approximately $3.13 million, $3.06 million and $3.11 million, respectively. These amounts total, in the aggregate, $9.30 million. Other than a $100,000 non-refundable advance we paid to each of Kendall Wright, Terrance Williams and Ryan Shazier as described in the following table, the payment of the brand contract purchase prices to each of Kendall Wright, Terrance Williams and Ryan Shazier are contingent upon our ability to obtain financing. We will use the remaining net proceeds from this offering, together with existing cash and cash equivalents if necessary, to fund the payment of the purchase price to Kendall Wright, Terrance Williams and Ryan Shazier pursuant to our brand contracts with them.

On February 12, 2016, we borrowed $3.30 million from our parent, Fantex Holdings, under a promissory note bearing interest at 8% per annum to consummate the Andrew Heaney brand contract. We will repay this promissory note (principal plus accrued interest) to our parent upon the earlier of five days following the successful closing of this initial public offering or August 12, 2016. 

We intend to use any remaining net proceeds from this offering and our existing cash and cash equivalents, together with interest thereon but after payment of the purchase prices under such brand contracts, for general working capital to fund our operations and finance the growth and development of our business. Although it is difficult to predict future liquidity requirements, we believe that our existing cash and cash equivalents and the support of our Parent will be sufficient to fund our operations for at least the next 12 months.

The following table represents the expected use of the proceeds to us from the sale of the Units in this offering.