Future of Roads
Solar Roadways broke a StartEngine record with their initial campaign: They were fully funded in less than 22 hours, making them the fastest first time REG CF campaign.
Solar Roadways® has engineered intelligent infrastructure combined with clean energy generation for virtually every walking and driving surface on Earth. The global smart cities market size is expected to grow from USD 410.8 billion in 2020 to USD 820.7 billion by 2025.
The Research and Development for Solar Roadways® was funded by three successfully completed U.S. Department of Transportation contracts, and in October 2020, Solar Roadways® was selected to receive an STTR contract with U.S. Department of Defense sponsored by the Air Force Research Laboratory (AFRL). Since we launched on StartEngine, we’ve also been granted a second contract with the U.S. Department of Defense. This one is an SBIR contract sponsored by the AFRL.
Solar Roadways® is the first company to develop Solar Road Panels, which opens up a brand-new market for the solar industry: all walking and driving surfaces. Solar Road Panels are intelligent, modular, strong infrastructure panels which have solar cells to produce clean energy in places where it was previously impossible: parking lots, sidewalks, driveways, bike paths, roads, playgrounds, airports, etc. Solar Roadways®’ research and development has been funded by three U.S. Department of Transportation contracts. Our goal is to modernize the infrastructure with modular, intelligent panels while producing clean renewable energy for homes, businesses, and cities.
Director of Science
Advisor, Manufacturing Engineer
Advisor, Mechanical Engineer
Advisor, Electrical Engineer
Mechanical Drafting & IT Support
Maximum Number of Shares Offered subject to adjustment for bonus shares
A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can afford to lose your entire investment. In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this document. The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature. These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.
Solar Roadways Incorporated
721 Pine Street, Sandpoint, ID 83864
Minimum Investment Amount
Minimum Number of Shares Offered
Maximum Number of Shares Offered
Price per Share
This offering is being conducted on an expedited basis due to circumstances relating to COVID-19 and pursuant to the SEC’s temporary COVID-19 regulatory relief set out in Regulation Crowdfunding §227.201(z).
Further, in reliance on Regulation Crowdfunding §227.303(g)(2) A funding portal that is an intermediary in a transaction involving the offer or sale of securities initiated between May 4, 2020, and February 28, 2021, in reliance on section 4(a)(6) of the Securities Act (15 U.S.C. 77d(a)(6)) by an issuer that is conducting an offering on an expedited basis due to circumstances relating to COVID-19 shall not be required to comply with the requirement in paragraph (e)(3)(i) of this section that a funding portal not direct a transmission of funds earlier than 21 days after the date on which the intermediary makes publicly available on its platform the information required to be provided by the issuer under §§227.201 and 227.203(a).
Voting Proxy. Each Subscriber shall appoint the Chief Executive Officer of the Company (the “CEO”), or his or her successor, as the Subscriber’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to, consistent with this instrument and on behalf of the Subscriber, (i) vote all Securities, (ii) give and receive notices and communications, (iii) execute any instrument or document that the CEO determines is necessary or appropriate in the exercise of its authority under this instrument, and (iv) take all actions necessary or appropriate in the judgment of the CEO for the accomplishment of the foregoing. The proxy and power granted by the Subscriber pursuant to this Section are coupled with an interest. Such proxy and power will be irrevocable. The proxy and power, so long as the Subscriber is an individual, will survive the death, incompetency and disability of the Subscriber and, so long as the Subscriber is an entity, will survive the merger or reorganization of the Subscriber or any other entity holding the Securities. However, the Proxy will terminate upon the closing of a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933 covering the offer and sale of Common Stock or the effectiveness of a registration statement under the Securities Exchange Act of 1934 covering the Common Stock.
*Maximum Number of Shares Offered subject to adjustment for bonus shares. See Bonus info below.
Friends and Family - First 24 hours | 10% bonus shares
Tier 1 perk ($300) - 15% merchandise discount from our online store until December 31, 2020
Tier 2 perk ($1000) - Investor exclusive coin (design 1)
Tier 3 perk ($5000) - Investor exclusive coins (designs 1 & 2)
Tier 4 perk ($10,000) - Investor exclusive coins (designs 1-3)
Tier 5 perk ($25,000) - Investor exclusive coins (designs 1-4)
Tier 6 perk ($100,000) - Investor exclusive coins (designs 1-4) + receive one of the first SR5 Solar Road Panels produced
*All perks occur when the offering is completed.
Solar Roadways® Incorporated will offer 10% additional bonus shares for all investments that are committed by investors that are eligible for the StartEngine Crowdfunding Inc. OWNer's bonus.
This means eligible StartEngine shareholders will receive a 10% bonus for any shares they purchase in this offering. For example, if you buy 100 shares of Common Stock at $4.55/ share, you will receive 110 shares of Common Stock, meaning you'll own 110 shares for $455. Fractional shares will not be distributed and share bonuses will be determined by rounding down to the nearest whole share.
This 10% Bonus is only valid during the investors eligibility period. Investors eligible for this bonus will also have priority if they are on a waitlist to invest and the company surpasses its maximum funding goal. They will have the first opportunity to invest should room in the offering become available if prior investments are cancelled or fail.
Investors will only receive a single bonus, which will be the highest bonus rate they are eligible for.
Irregular Use of Proceeds
The Company might incur Irregular Use of Proceeds that may include but are not limited to the following over $10,000: Any expense labeled “Administrative Expenses” not strictly for administrative purposes. Salary payments made to one’s self, a friend or relative.
Our Autumn Shareholder Newsletter just went out.
We have now learned which Army base will receive a Solar Road Panel installation: the Cold Regions Research and Engineering Laboratory in Hanover, New Hampshire. They research solutions for coping with cold weather for military and civil applications. This will give them a chance to test out our heating elements in the cold New Hampshire winters.
We visited the base this month and also went to Washington DC to exhibit and speak at the Association of the United States’ Army’s Annual Meeting and Exposition. More details in the Newsletter. Hope you all enjoy.
We have some exciting news to share! Recently, we entered the xTech Clean Tech competition, sponsored by the Assistant Secretary of the Army (Acquisition, Logistics, and Technology) to help the Army achieve their stated goal “to reduce greenhouse gas emissions by 30%, by 2030” – a very worthy goal in our estimation. They state, “The xTechSBIR Clean Tech competition is seeking novel, disruptive concepts and technology solutions that have both civilian and military applications” – perfect for SR. We passed through the first two elimination rounds over the last few weeks and today we learned that our proposal was selected for a Direct to Phase II award: $1.7 million pending contract finalization to install a pilot site with our Solar Road Panels on an Army Base.
We can’t wait to find out which base we’ll be working with to install Solar Road Panels and showcase features that will be beneficial to the base: Intelligent Infrastructure, Clean Energy, Pothole Free, Dynamic LED Lights and Heating Elements.
A Shareholder Newsletter just went out with more details.
Thank you all for being with us on this journey toward making the world both Greener and Safer with our solar hexagons!
We know that all of you who care about the environment, clean water and air, wildlife, and sustainable living as we do see many reasons to be concerned. But we are hard at work on what we believe to be A Real Solution.
Now more than ever, people tell us that they care about Sustainability and Energy Independence. Thanks to your help, we can soon offer our panels to help meet those goals.
Scott is feeling recovered from his open heart surgery and just had a wonderful check up with his cardiologist who says the surgery was definitely a complete success. What a blessing to be about to continue on with our mission and work to implement it throughout the world. We continue to be grateful to everyone who sent well wishes and prayers.
Today we are sending out a new edition of our Shareholder Newsletter. Please let us know if for some reason you don’t receive it.
Good News Shareholders:
We’ve received FCC (US) and ISED (Canada) approval!
The FCC (Federal Communications Commission) regulates interstate and international communications by radio, television, wire, satellite, and cable in the US. The ISED does the same in Canada.
Our Solar Road Panels have small internal radios. That’s how they “talk” wirelessly. Our USB dongle also contains an identical radio and allows a computer to communicate with the panels. This is used to put new LED patterns in the panels, change the patterns, read the sensors, control the heating elements, etc.
We submitted our panels and dongles to a third-party testing facility and passed all FCC and ISED requirements. We sent the test results to the FCC and ISED simultaneously and received approvals from both agencies.
This is one of the things paid for by the funds we raised on StartEngine. One step closer to that finish line!
We just sent out our Christmas Shareholder Newsletter to each shareholder. Please check all of your folders, but if for some reason you don't see it, please email Julie@SolarRoadways.com.
Wishing you all a very Merry Christmas from snowy North Idaho.
New blog post written by Scott about his recent open heart surgery for those of you who would like to hear more of the details about this part of our journey. Notes from Julie too. Hope you enjoy.
Thank you all for being with us as Scott recovers.
If you're following us on social media, you already know this, but if you're not, we want to let all of our shareholders know that Scott had open heart surgery last Thursday. He had sudden chest pain, which sent him to the hospital where he was admitted for a variety of tests. That determined that his heart was overall very healthy and strong with no blockages. He had one big problem: his aortic valve was toast and he needed to have it replaced in order to continue on this earthly journey.
Julie tried to post an update here letting you all know, but Scott does all of the StartEngine updates on his computer. She reached out to StartEngine for help but they were not able to do an update for her. She has been keeping everyone updated on social media. We have been so touched by all of the wonderful comments and knowing that people all over the world have been praying.
Scott is recovering much faster than expected and was released from the hospital yesterday, just four days after surgery.
The doctors say the total recovery time is three months, so please be patient if we are not able to respond or handle things as quickly as before.
The big task for this week is to get the challenge coins sorted and ready to mail.
We sent out our first Shareholder Newsletter yesterday. If you are a Shareholder and did not receive it, please let us know. We also asked for any updates on mailing addresses. We’ve ordered the Challenge Coins and want to make sure we send them to the correct addresses.
We have both good and bad news. We like to hear bad news first, so we’ll start with that.
Our two DOD Phase II applications were placed in the “Selectable/NotFunded” Category. We were very disappointed as the funding would have covered the cost of Solar Road Panels for the bases that gave us MOUs. They say if more funding becomes available, we could still be funded.
However, the good news is that our Smart Grid solution was deemed Selectable for an AFWERX STTR Phase II and an AFWERX SBIR Phase II.
This gives any potential government stakeholders a sole source mechanism to deploy our solution to meet their green energy mission requirements through an SBIR (or STTR) Phase III.
Advantages of the Phase III:
• Sole Source (no competition required)
• Have unlimited dollar values
• No time limit between Phase I/II award and a Phase III
• No limit on types of funding (R&D, OMA, OPA, etc.)
• No limit on Government agencies that can create or use the vehicle
We welcome inquiries from any U.S. bases who would like pilot projects.
Now for some really great news: We’ve been following through with our intention to use much of the StartEngine funding toward getting FCC and UL approvals. It’s been a time-consuming process. We sent several panels and communication devices for FCC testing. We’ve passed the tests and now we’re waiting for certification. FCC certification is a type of product certification for electronic and electrical goods that are manufactured or sold in the United States. It certifies that the radio frequency emitted from a product is within limits approved by the Federal Communications Commission (FCC). We’re also getting Canadian approval.
We sent UL an SR4 panel and communication devices. We’re seeking UL approval on the SR5 model currently under design. UL is being very helpful in suggesting ways to quicken the UL approval process.
Scott is working on SR5 design and it’s a very good thing to finally have the funding to be working with UL simultaneously. If we had completed the design and then sent it for UL approval, they might have rejected design components that would have sent us back to the drawing board. So, while it feels like SR5 is taking a long time to finalize, it’s much more time and cost effective to work with them now and learn that they are going to reject a certain component for instance, so that it’s eliminated from the design now. We are currently working to find and settle on some UL approved components such as connectors and safety devices.
Our goal is to have FCC certification, UL approval, and mass manufacturing set up for the model SR5 to be rolled out next year. We are currently working with an automotive manufacturer, who is helping us design SR5 for ease of manufacturing. They have estimated that they can produce 600,000 Solar Road Panels per year at one of their facilities in the U.S. Our goal is and has always been that every panel which is slated for installation within the U.S. will be manufactured in the U.S. They also have several facilities overseas when we’re ready for the foreign market. It’s best for the environment that they be manufactured close to where they are going to be installed to reduce the need for shipping. As part of our mission to make the world a greener and safer place, we are working to make decisions accordingly.
Some of you may have seen DOT Secretary Pete Buttigieg’s video on Twitter where he is standing by some solar panels on a road in Georgia. He spoke in very positive terms about the technology and the help it will be for Electric Vehicles and helping to stop Climate Change. We assume that he wasn’t aware that the panels he was standing next to were made by one of our “copycats” as we like to call them – in France! Many of our supporters tried to direct him to our American company, and we retweeted many of those. We’re reaching out to him and created this photo for him:
If you are not yet following us on social media, we hope you’ll do so. We’re active on Facebook, Twitter, Instagram, and LinkedIn. We vary the content considerably between platforms.
Again, thank you for helping us to make the world a greener and safer place for us all.
Scott and Julie Brusaw
Solar Roadways Founders
Sad news to report. Today we had to make the painful decision to have our beloved Chantilly put to sleep after she had a massive seizure. We knew she had cancer, but she was still enjoying life and not appearing to be in pain. She even went for our daily forest walk this morning. Then she went to work with Scott as she often does and suddenly had a massive seizure. She has been our faithful companion on this journey for almost fourteen and a half years and will be missed more than we can say. She posed for this iconic photo on the SR2 panels. We pray that she is enjoying a great welcoming in Heaven this evening and enjoying reconnecting with her loved ones who went before her.
When the seizure occurred, we were working on our Shareholder Newsletter with the intention of sending it off to our Shareholders today. Please bear with us and we’ll finish it and email it to everyone soon and then post our news in an update as well.
We finally received our complete Shareholder List yesterday. We are working to import all of the names and information into our data base and preparing to order the Challenge Coins for everyone who is to receive one.
Next week we’ll send out our first Shareholder Newsletter and then post a more comprehensive update here with our latest news.
StartEngine Owner’s Bonus
This offering is eligible for the StartEngine Owner’s 10% Bonus program. For details on this program, please see the Offering Summary section below.
Tier 1 perk
15% merchandise discount from our online store until December 31, 2020
Tier 2 Perk
Investor exclusive coin (design 1)
Tier 3 perk
Investor exclusive coins (designs 1 & 2)
Tier 4 perk
Investor exclusive coins (designs 1-3)
Tier 5 perk
Investor exclusive coins (designs 1-4)
Tier 6 Perk
Investor exclusive coins (designs 1-4) + receive one of the first SR5 Solar Road Panels produced
Cancel anytime before 48 hours before a rolling close or the offering end date.
How much can I invest?
With Regulation A+, a non-accredited investor can only invest a maximum of 10% of their annual income or 10% of their net worth per year, whichever is greater. There are no restrictions for accredited investors.
With Regulation Crowdfunding, non-accredited investors with an annual income or net worth less than $124,000, are limited to invest a maximum of 5% of the greater of those two amounts. For those with an annual income and net worth greater than $124,000, he/she is limited to investing 10% of the greater of the two amounts.
When will I receive my shares?
At the close of an offering, all investors whose funds have “cleared” by this time will be included in the disbursement. At this time, each investor will receive an email from StartEngine with their Countersigned Subscription Agreement, which will serve as their proof of purchase moving forward.
Please keep in mind that a company can conduct a series of “closes” or withdrawals of funds throughout the duration of the campaign. If you are included in that withdrawal period, you will be emailed your countersigned subscription agreement and proof of purchase immediately following that withdrawal.
What will the return on my investment be?
StartEngine assists companies in raising capital, and once the offering is closed, we are no longer involved with whether the company chooses to list shares on a secondary market, or what occurs thereafter. Therefore, StartEngine has no control or insight into your investment after the close of the live offering. In addition, we are not permitted to provide financial advice. You may want to contact a financial professional to discuss possible investment outcomes.
Can I cancel my investment?
For Regulation Crowdfunding, investors are able to cancel their investment at any point throughout the campaign up until 48 hours before the closing of the offering. Note: If the company does a rolling close, they will post an update to their current investors, giving them the opportunity to cancel during this timeframe. If you do not cancel within this 5-day timeframe, your funds will be invested in the company, and you will no longer be able to cancel the investment. If your funds show as ‘Invested’ on your account dashboard, your investment can no longer be canceled.
For Regulation A+, StartEngine allows for a four-hour cancelation period. Once the four-hour window has passed, it is up to each company to set their own cancelation policy. You may find the company’s cancelation policy in the company’s offering circular.
Once your investment is canceled, there is a 10-day clearing period (from the date your investment was submitted). After your funds have cleared the bank, you will receive your refund within 10 business days.
Refunds that are made through ACH payments can take up to 10 business days to clear. Unfortunately, we are at the mercy of the bank, but we will do everything we can to get you your refund as soon as possible. However, every investment needs to go through the clearing process in order to get sent back to the account associated with the investment.
What is the difference between Regulation Crowdfunding and Regulation A+?
Both Title III (Regulation Crowdfunding) and Title IV (Reg A+) help entrepreneurs crowdfund capital investments from unaccredited and accredited investors. The differences between these regulations are related to the investor limitations, the differing amounts of money companies are permitted to raise, and differing disclosure and filing requirements. To learn more about Regulation Crowdfunding, click here, and for Regulation A+, click here.