Legal
Important disclosures
Please read this before investing.
No offer on this website
This website provides general information about PHE Consulting LLC and the PHE Cloud Computing Transaction Participation Program. It is not an offer to sell or a solicitation of an offer to buy any security.
Any offer is made only through the applicable offering documents: the offering memorandum, participation agreement and schedules for the private offering, or the offering statement on the funding portal for the crowdfunding offering. If anything on this website differs from those documents, the offering documents control.
Who may invest
The private offering is made under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(c) of Regulation D. Participation is available only to accredited investors as defined in Rule 501(a), and the Company must take reasonable steps to verify that status before accepting a subscription. A questionnaire or self-certification alone is not sufficient.
The Company may reject any request or subscription for any reason. The offering is not available in any jurisdiction where it would be unlawful.
Crowdfunding offering
PHE Consulting LLC is also conducting an offering under Regulation Crowdfunding. Investments in that offering can be made only through the online platform of the registered intermediary, where the Form C offering statement and related disclosures are available. This website does not accept investments or payments.
The terms of the crowdfunding offering are set out in its offering statement and may differ from the private offering. Federal rules limit how much non-accredited investors may invest in crowdfunding offerings in any 12-month period.
Not registered or approved
The participation agreements are securities that have not been registered under the Securities Act of 1933 or the securities laws of any state. Neither the Securities and Exchange Commission nor any state securities authority has approved or disapproved them, or passed on the accuracy or adequacy of any offering material.
Risk of loss
An investment in the program is speculative and involves a high degree of risk. You should invest only if you can afford to lose your entire investment.
Margin depends on actual customer usage, customer payment, Microsoft and distributor charges, and transaction costs. It may be lower than expected or zero. No return, margin payment or return of participation funds is promised or guaranteed.
The agreements are unsecured contractual obligations of PHE Consulting LLC. Participants receive no equity, voting or management rights, and no ownership of customer contracts, receivables or other assets. They are not bank deposits and are not insured or guaranteed by the FDIC, SIPC, Microsoft or anyone else.
Limited liquidity
The agreements are restricted securities. They cannot be transferred without the Company's consent and compliance with securities laws, and no trading market exists or is expected to develop. Early termination requires Company approval and may be subject to an adjustment.
Past results and forward-looking statements
Any reference to earlier transactions, participants or results is provided for background only and has not been audited. Past results do not predict future results.
Statements about AI, cloud demand, markets or expected activity are forward-looking and based on current assumptions that may prove wrong. Actual results may differ materially.
No advice
Nothing on this website is legal, tax, accounting or investment advice. You should consult your own advisers before investing.
Trademarks
Microsoft and Azure are trademarks of the Microsoft group of companies. PHE Consulting is an independent company. The program is not sponsored, endorsed or guaranteed by Microsoft.
Questions? Contact PHE Consulting LLC at investors@phe-consulting.com or (936) 236-4493.
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