Post-Qualification Offering Circular Amendment No. 5

File No. 024-10758

OFFERING CIRCULAR

GROUNDFLOOR FINANCE INC.

Up to 100,000 Shares of Groundfloor Finance Inc. Common Stock

MAXIMUM OFFERING: $2,000,000

MINIMUM OFFERING: $0

This Post-Qualification Offering Circular Amendment No. 5 (this “Offering Circular Amendment No. 5”) amends the offering circular of Groundfloor Finance Inc. (the “Company”), dated July 22, 2018, as qualified on February 9, 2018, and as may be amended and supplemented from time to time (the “Offering Circular”), to add, update and/or replace information contained in the Offering Circular as expressly set forth herein. Unless otherwise defined below, capitalized terms used herein shall have the same meanings as set forth in the Offering Circular. See “Incorporation by Reference of Offering Circular” below.

Incorporation by Reference of Offering Circular

The Offering Circular, including this Offering Circular Amendment No. 5, is part of an offering statement (File No. 024-10758) that we filed with the Securities and Exchange Commission (the “Commission”). We hereby incorporate by reference into this Offering Circular Amendment No. 5 all of the information contained in Part II of the Offering Circular, as well as Offering Circular Amendment No. 1, Offering Circular Amendment No. 2, Offering Circular Amendment No. 3, and Offering Circular Amendment No. 4 (collectively, the “Offering Circular”). Please note that any statement that we make in this Offering Circular Amendment No. 5 (or have made in the Offering Circular) will be modified or superseded by any inconsistent statement made by us in a subsequent offering circular supplement or post-qualification amendment.

The purpose of this Offering Circular Amendment No. 5 is to disclose:

The Offering Circular is amended as follows:

Change in Price Per Share and Maximum Offering Amount

Effective as of the date of qualification of this Offering Circular Amendment No. 5 and for all shares of Groundfloor Common Stock offered by the Company pursuant to the Offering Circular, the Company will offer and sell on a continuous basis, up to 100,000 shares of Groundfloor Common Stock at a price of $17.00 per share to $20.00 per share, with a minimum investment of $200, or 10 shares of Groundfloor Common Stock at the upper per share price range, or a minimum of $170, or 10 shares at the lower per share price range. The aggregate initial offering price of the Groundfloor Common Stock will not exceed $2,000,000 in any 12-month period, and there is no minimum offering amount. The 100,000 shares of Groundfloor Common Stock constitutes all shares offered by the Company pursuant to this Offering Circular Amendment No. 5 and the Offering Circular. The Groundfloor Common Stock is subject to a Common Stock Voting Agreement. See “Securities Being Offered” in the Offering Circular.

Groundfloor Bonus Share Program

[Deleted].

Risk Factors

The following risk factor is added to the Offering Circular:

The Common Stock Voting Agreement includes a forum selection clause that provides that all suits, actions or other proceedings arising out of or based upon the Common Stock Voting Agreement will be commenced in the federal and state courts located in Fulton County, Georgia.

As stated in the Offering Circular, when you purchase Groundfloor Common Stock, you are required to agree to the terms of the Common Stock Voting Agreement. The Common Stock Voting Agreement provides that all suits, actions or other proceedings arising out of or based upon the Common Stock Voting Agreement will be commenced in the federal and state courts located in Fulton County, Georgia. Among other things, you waive and agree not to assert any claim that you are not subject personally to the jurisdiction of such courts, that any such court is an inconvenient forum, or is otherwise improper. As a result, if you or the Company decides to bring any suit, action or other proceeding against the Company in connection with the Common Stock Voting Agreement, such claim must be commenced in a federal or state court located in Fulton County, Georgia.

Incorporation by Reference of Financial Statements

We hereby incorporate by reference into this Offering Circular Amendment No. 5 all of the information contained in the following:

Incorporation of Independent Auditor’s Consent and Legal Opinion

This Offering Circular Amendment No. 5 is also filed for the limited purpose of attaching the following:

Except as expressly set forth herein, the Company’s offering of Groundfloor Common Stock, as described in the Offering Circular, as amended or otherwise supplemented by the Company’s public reports filed with the Securities and Exchange Commission and available at the Commission’s website, www.sec.gov, which the Company incorporates by reference in the Offering Circular, remains unchanged.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Circular Amendment No. 5 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on December 4, 2019.

This Offering Circular Amendment No. 5 has been signed by the following persons, in the capacities, and on the dates indicated.

Exhibit 11.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the inclusion of our report dated March 21, 2019, with respect to the consolidated financial statements of Groundfloor Finance Inc. and Subsidiaries as of December 31, 2018 and 2017, and for the years then ended, appearing in this Post-Qualification Amendment No. 5 to the Regulation A Offering Statement on Form 1-A of Groundfloor Finance Inc.

/s/ Hughes Pittman & Gupton, LLP

Raleigh, North Carolina

July 22, 2019

Exhibit 12.1

VINCENT R. RUSSO

DIRECT LINE: 404-856-3260

Email: vrusso@robbinsfirm.com

December 4, 2019

VIA ELECTRONIC MAIL

Groundfloor Finance Inc.

600 Peachtree St. NE

Suite 810
Atlanta, GA 30308

nick@groundfloor.us

Ladies and Gentlemen:

We have examined the Offering Statement on Form 1-A (File No. 024-10758) of Groundfloor Finance Inc., a Georgia corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) in connection with the Company’s proposed issuance of up to 472,100 shares of the Company’s Common Stock (the “Securities”) of which (i) 405,500 shares were previously sold at a price of $10 per share; (ii) 194,000 shares were previously sold at a price of $15 per share; and (iii) 100,000 shares to be sold at a price of $20 per share (as such term is defined in Offering Circular Amendment No. 5 to the Offering Statement), all pursuant to Regulation A of the Securities Act of 1933, as amended (the “Securities Act”).

In rendering this opinion, we have reviewed such documents as we have deemed appropriate to render the opinions set forth herein, including the following: (i) the Offering Statement and the Offering Circular included as Part II of the Offering Statement; (ii) the Second Amended and Restated Articles of Incorporation of the Company, filed with the Georgia Secretary of State (included as Exhibit 2.1 to the Offering Statement); (iii) the Bylaws of the Company (included as Exhibit 2.2 to the Offering Statement); (iv) action of the Directors of the Company authorizing the offer and sale of the Securities pursuant to the terms of the Offering Statement; and (v) public records of the Georgia Secretary of State indicating the Company is active and in good standing under the Georgia Business Corporation Code.

In reviewing documents for this opinion, we have assumed and express no opinion as to the authenticity and completeness of all documents submitted to us, including the conformity of all copies to the originals, and the legal capacity of all persons or entities executing the documents. Additionally, in rendering the opinions set forth below, we have assumed that: (i) each purchaser of the Securities has the legal capacity or power, corporate or other, to enter into and perform all such obligations under the Subscription Agreement and the Groundfloor Common Stock Voting Agreement; (ii) any and all representations of the Company are correct as to questions of fact; (iii) the Securities will be properly qualified as necessary or are otherwise exempt from qualification in each state in which the Securities are to be offered or sold; and (iv) the public offer or sale of the Securities shall be exempt from registration under Section 3(b) of the Securities Act.

Robbins ♦ Ross ♦ Alloy ♦ Belinfante ♦ Littlefield _LLC

500 14^th Street, NW · Atlanta, GA 303318 · www.robbinsfirm.com