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Capital Impact Investment Notes up To Capital Impact Investment Notes Up to $150,000,000 Interest rates set with each offering Total Aggregate Offering $150,000,000 Term/Maturity Various terms of up to 15 years Interest Rates Interest rates will be fixed rate and are set at the time of issuance and are determined by current market conditions. Interest rates will be set forth in the accompanying pricing supplement. Minimum Investment $1,000 Requirement Status Unsecured debt obligations Lead Agent Incapital Investor dollars are not used to pay sales concessions or any other expenses of the offering. Prospectus dated August 6, 2020 Included in this Prospectus is the essential information related to the Capital Impact Investment Notes (the “Notes”), fixed income securities that raise capital to financially support impact investments targeted towards underserved communities across the United States. Prospective investors are advised to read this Prospectus carefully prior to making any decisions to invest in the Notes. The Notes are issued by Capital Impact Partners (“Capital Impact”), a District of Columbia nonprofit corporation organized at the direction of the United States Congress that is a tax‐exempt Internal Revenue Code 501(c)(3) public charity and is a Community Development Financial Institution (“CDFI”) certified by the U.S. Department of the Treasury Community Development Financial Institutions Fund (the “CDFI Fund”). Capital Impact’s national headquarters are located at 1400 Crystal Drive, Suite 500, Arlington, Virginia 22202. Capital Impact’s telephone number is (703) 647‐2300. Specific terms of the Notes will be described in a separate pricing supplement. The Notes will be global book‐entry Notes, which means that they may be purchased electronically through a prospective investor’s brokerage account and settled through the Depository Trust Company (“DTC”). Capital Impact will offer Notes through registered broker‐dealers. The Notes may be offered to or through Incapital LLC as lead agent for resale (“Lead Agent”) to other registered broker‐dealers. Incapital LLC, or any other Agent appointed by Capital Impact, is not required to purchase or sell any specific amount of Notes but will sell the Notes on a best‐efforts basis. Through this offering with Incapital LLC, Capital Impact expects to receive net proceeds from sales after sales compensation to Incapital LLC based on the maturity of the Notes sold, ranging from $997 per $1,000 of 1‐year Notes to $975 per $1,000 of 15‐year Notes. Capital Impact estimates that the total expenses of the offering excluding sales compensation will be approximately $300,000, or .2% of the total aggregate, resulting in estimated net proceeds ranging from $145,950,000 to $149,250,000 if the total amount of Notes being offered are sold. The Notes are subject to certain risks, discussed in the section entitled “Risk Factors” beginning on page 17. Investors are cautioned not to rely on any information not expressly set forth in this Prospectus (or any related pricing supplement). Investors are advised to read this Prospectus and any related pricing supplement carefully prior to making any decision to purchase the Notes. No person has been authorized to give any information or to make any representation in connection with this offering other than those contained in this Prospectus, and if given or made, such information or representation must not be relied upon as having been made by Capital Impact. This Prospectus and any related pricing supplement are intended to provide potential investors with information necessary to make an informed investment decision. However, nothing contained herein is intended as legal, accounting, tax or investment advice, and it should not be taken as such. A prospective investor should consult his or her own legal, tax and/or financial advisor concerning potential investments in the Notes. An investor must rely on his or her own evaluations of Capital Impact, the Notes, and the terms of this offering, including the merits and risks involved. In this Prospectus and in the course of its operations, Capital Impact will make a number of forward‐looking statements. The words “believe,” “expect”, “intend,” “anticipate,” “estimate,” “project,” and other similar expressions identify forward‐looking statements, which speak only as of the date the statement was made. Forward‐looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying these forward‐looking statements. Statements in this Prospectus, including 1 those contained in the section entitled “Risk Factors,” describe factors, among others, that could contribute to or cause such differences. Neither the Notes nor the adequacy of this Prospectus have been approved, disapproved, or passed on by the Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body. Any representation to the contrary is a criminal offense. None of the SEC, any state securities commission, nor any other regulatory body have passed upon whether the offering can be sold in compliance with existing or future suitability or conduct standard, including the “best interest” standard established pursuant to Regulation Best Interest (“Reg BI”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regulation Best Interest. The SEC has adopted Reg BI, which currently has a compliance date of June 30, 2020. Reg BI establishes a new standard of conduct for broker‐dealers and their associated persons when making a recommendation of any securities transaction or investment strategy involving securities to a retail customer. A retail customer is any natural person, or the legal representative of such person, who receives a recommendation of any securities transaction or investment strategy involving securities from a broker‐dealer and uses the recommendation primarily for personal, family, or household purposes. When making such a recommendation, a broker‐dealer and its associated persons must act in the best interest of such retail customer when making a recommendation to purchase bonds in this offering, without placing their financial or other interest ahead of the retail customer’s interests. This standard is different and higher than the current suitability standard applied by the Financial Industry Regulatory Authority, a self‐regulatory organization for broker‐dealers. Under Reg BI, the SEC rules, the broker‐dealer must meet four component obligations: Disclosure Obligation: The broker‐dealer must provide certain required disclosures, including details about their services and fee structures, before or at the time of the recommendation about the recommendation and the relationship between the broker‐dealer and its retail customer. The disclosure includes a customer relationship summary on Form CRS. The broker‐dealer’s disclosures are separate from the disclosures we provide to investors in this prospectus. Care Obligation: The broker‐dealer must exercise reasonable diligence, care, and skill in making the recommendation. Conflict of Interest Obligation: The broker‐dealer must establish, maintain, and enforce written policies and procedures reasonably designed to address conflicts of interest. Compliance Obligation: The broker‐dealer must establish, maintain, and enforce written policies and procedures reasonably designed to achieve compliance with Reg BI. There is no case or administrative law under Regulation Best Interest because it is new and not effective yet, and therefore the scope and applicability of Reg BI to the offering is uncertain. The Notes are not and will not be insured or guaranteed by the Federal Deposit Insurance Company (“FDIC”), the Securities Investment Protection Corporation (“SIPC”), or any other agency. 2 This Prospectus does not constitute an offer nor the solicitation of an offer to sell to any person in any state or any other political jurisdiction in which such offer or solicitation may not lawfully be made. This Prospectus does not constitute an offer by a broker‐dealer in any state where said broker‐dealer is not qualified to act as a broker‐dealer. Federal and state securities laws may affect Capital Impact’s ability to continue to sell the Notes in certain states. As of the date hereof, the Notes will be offered for sale in the United States, excluding the State of Arkansas and the State of Washington. The Notes are being offered under an exemption from federal registration pursuant to Section 3(a)(4) of the Securities Act of 1933, as amended (the “Securities Act”), and Section 3(c)(10) of the Investment Company Act of 1940, as amended (the “Investment Company Act”). The SEC has not made an independent determination that these Notes are exempt from registration. There is not expected to be any secondary market in the Notes. The Notes may not be transferred or resold except as permitted under the Securities Act and Exchange Act, and applicable state securities laws. Accordingly, investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. Incapital LLC has advised Capital Impact that at its discretion it may purchase and sell Notes, but that it is not obligated to buy or sell Notes or make a market in the Notes and may suspend or permanently cease that activity at any time. The Notes will be offered on a continuous basis. Capital Impact
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