jason rogers

Background Information

Our fundraising is conducted pursuant to Rule 506(c) of Regulation D.

Section 201(a) of the JOBS Act requires the SEC to eliminate the prohibition on using general solicitation under Rule 506, where all purchasers of the securities are accredited investors and the issuer takes reasonable steps to verify that the purchasers are accredited investors.

To implement Section 201(a), the SEC adopted paragraph (c) of Rule 506(c). Under Rule 506(c), issuers can offer securities through means of general solicitation, provided that:

• All purchasers in the offering are accredited investors,
• The issuer takes reasonable steps to verify their accredited investor status, and
• Certain other conditions in Regulation D are satisfied.

An “accredited investor” includes a natural person who:

• Earned income that exceeded $200,000 (or $300,000 together with a spouse) in each of the prior two years and reasonably expects the same for the current year, or
• Has a net worth of over $1 million, either alone or together with a spouse (excluding the value of the person’s primary residence).

An “accredited investor” may also be an entity such as a bank, partnership, corporation, nonprofit, or trust when the entity satisfies certain criteria.

The JOBS Act requires that issuers wishing to engage in general solicitation take “reasonable steps” to verify the accredited investor status of purchasers. Rule 506(c) sets forth a principles-based method of verification, which requires an objective determination by the issuer (or those acting on its behalf) as to whether the steps taken are “reasonable” in the context of the particular facts and circumstances of each purchaser and transaction.

Among the factors that an issuer should consider under this principles-based method are:

• The nature of the purchaser and the type of accredited investor that the purchaser claims to be,
• The amount and type of information that the issuer has about the purchaser, and
• The nature of the offering, such as the manner in which the purchaser was solicited to participate in the offering and the terms of the offering, such as a minimum investment amount.

In addition to this flexible, principles-based method, Rule 506(c) includes a non-exclusive list of verification methods that issuers may use, but are not required to use, when seeking greater certainty that they satisfy the verification requirement with respect to natural person purchasers.

This non-exclusive list of verification methods consists of:

• Verification based on income, by reviewing copies of any Internal Revenue Service form that reports income, such as Form W-2, Form 1099, Schedule K-1 of Form 1065, and a filed Form 1040.
• Verification on net worth, by reviewing specific types of documentation dated within the prior three months, such as bank statements, brokerage statements, certificates of deposit, tax assessments, and a credit report from at least one of the nationwide consumer reporting agencies, and obtaining a written representation from the investor.
• A written confirmation from a registered broker-dealer, an SEC-registered investment adviser, a licensed attorney, or a certified public accountant stating that such person or entity has taken reasonable steps to verify that the purchaser is an accredited investor within the last three months and has determined that such purchaser is an accredited investor.
• A method for verifying the accredited investor status of persons who had invested in the issuer’s Rule 506(b) offering as an accredited investor before September 23, 2013, and remain investors of the issuer.

Disclaimer

Our videos and other presentations on investment opportunities (our “Presentations”) are neither an offer to sell nor the solicitation of an offer to buy any security. Only the offering materials can make such an offer. Therefore, a copy of the offering materials must be made available to you in connection with the offering. The Presentations must be considered in conjunction with the offering materials in order to understand fully all of the implications and risks of the offering of securities to which they relate.

To understand a private offering fully, you should read the entirety of the offering materials carefully, including the “Risk Factors” sections, before making a decision to invest.

Some of the more significant risks include the following:

• The referenced investments are risky, speculative investments.
• There will not be any market for such investments.
• There is no assurance that the companies underlying the investment may ever be sold.
• You will not have the benefit of an independent review of the final terms of such investments.
• If the investment sponsor loses or is unable to retain key personnel, such a sponsor may be delayed or unable to implement the business plan.
• The relevant operating team has a limited operating history and limited experience operating in the relevant industry.
• Our business is not diversified.

It is important to note that private offerings are complex and best intended for sophisticated investors, and may have high costs of ownership. Private investments carry certain unique risks that should be carefully considered and fully understood by individual investors before investing.

The referenced securities will be offered via offering materials. You can request these documents by sending an email to [ ]. Carefully review these documents prior to making an investment decision.

Risks may include:

• Loss of principal.
• The possibility that the investor will own the referenced assets at a depressed price.

Securities discussed in this video are not registered with the SEC but are issued pursuant to an exemption from registration.

Before making any investment, investors should:

• Read the offering materials for complete information about such issuer and the securities being offered.
• Understand the characteristics, risks, and rewards of each investment.
• Contact their own accounting, tax, or legal advisors to review the suitability of any investment.

Investments are issued as non-registered securities, which are exempt from SEC registration and are issued under the JOBS Act, Regulation D, Section 506(c).

Brighter Utilities, LLC is not a broker/dealer, does not give legal or accounting advice, and does not sell securities or give any investment advice.