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Practical and entertaining education for
attorneys, accountants, business owners and
executives, and investors.

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Thank You To Our Sponsors:

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Disclaimer
The material in this webinar is for informational purposes only. It should not be considered
legal, financial or other professional advice. You should consult with an attorney or other
appropriate professional to determine what may be best for your individual needs. While
Financial Poise™ takes reasonable steps to ensure that information it publishes is accurate,
Financial Poise™ makes no guaranty in this regard.
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Meet the Faculty
MODERATOR:
Maureen Murat - Crowdie Advisors, LLC
PANELISTS:
Jordan Fishfeld - OpenFinance and CFX Markets
Oscar Jofre - KoreConX
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About This Webinar -
Securities Crowdfunding for Intermediaries
This webinar addresses crowdfunding portals and intermediaries. This episode begins with a
basic overview of the various methods of crowdfunding, from donation and rewards based, to
intra-state equity, debt, and finally securities based crowdfunding under Titles II, III and IV of
the JOBS Act. Once those differences are understood, the webinar focuses on the need for
intermediaries, the role that they can and sometimes must play, followed by a discussion on
how the market has matured and where we see the market going in the online capital space.
This webinar also discusses the risks and future of these intermediaries with the advent of the
ICO and token distribution events.
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About This Series
Since the passage of the Securities Act of 1933 and the Exchange Act of 1934, no regulatory change has
had such an impact on the capital markets and flow of capital for investors and entrepreneurs alike as the
JOBS Act. Originally intended to encourage the funding of small businesses, and passed under the
Obama Administration, Title III of the Act, or the CROWDFUND Act, has become a major source of
opportunity and stress. This Series explores the numerous titles of the JOBS Act, expanding from the
legal definition of crowdfunding, meaning only Title III, to the more common use, meaning capital raising
by public solicitation. This includes components of Title II, Title III and Title IV. This webinar spends little
time discussing the legal nuances, and focuses more on the practical application and use cases, along
with the opportunities and pitfalls of the new legislation.
Each Financial Poise Webinar is delivered in Plain English, understandable to investors, business owners, and
executives without much background in these areas, yet is of primary value to attorneys, accountants, and other
seasoned professionals. Each episode brings you into engaging, sometimes humorous, conversations designed to
entertain as it teaches. Each episode in the series is designed to be viewed independently of the other episodes so that
participants will enhance their knowledge of this area whether they attend one, some, or all episodes.
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Episodes in this Series
#1: Crowdfunding from the Start-Up's Perspective
Premiere date: 9/22/22
#2: Securities Crowdfunding for Intermediaries
Premiere date: 10/20/22
#3: Crowdfunding from the Investor's Perspective
Premiere date: 11/17/22
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Episode #2
Securities Crowdfunding for Intermediaries
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Crowdfunding Types
• Donation
✓ For Charity
• Rewards
✓ For cool ideas
• Investment
✓ To make money
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Investment Crowdfunding
• THE JOBS ACT: (“JUMPSTART OUR BUSINESS STARTUPS”) was signed into law on
April 12, 2012 with the purpose of increasing American job creation and economic growth by
improving access to capital, particularly for smaller, growing companies.
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Investment Crowdfunding
• Split into three main funding sections:
✓ Title II: General solicitation in private offerings under Rule 506 of Regulation D
✓ Title III: Equity Crowdfunding
✓ Title IV: “Regulation A-Plus
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The Parties Involved
• Sponsor/Issuer
✓ Group looking to raise money for some project
• Investor/funder
✓ The person looking to give/invest her money into a specific project, either with an
expectation of return or for an altruistic reason
• Regulator
✓ The organization and persons tasked with the responsibility to protect the public
from inappropriate activity and predatory practices
• Intermediary
✓ Group tasked with connecting all parties to ensure a smooth consumer process
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Intermediaries: Our Focus
• Regulated
✓ Funding Portal
✓ Broker-Dealer
• Business benefit
✓ User experience
✓ Fee generating
✓ Opportunistic
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Regulated Intermediaries
• Whether a broker-dealer or funding portal, all crowdfunding intermediaries are required to,
among other things:
✓ Provide investors with educational materials about the general risks of investing and
specifics about the crowdfunding offering, as well as with other information that could help the
prospective investor decide whether to participate in the offering;
✓ Confirm investors have reviewed the educational materials and understand the investment
risks. Investments can only be accepted once an investor affirms their understanding of the
risk of loss and has opened an account;
✓ Make information about the issuer and offering available to investors and prospective
investors;
✓ Provide communication channels on its platform for investors and the issuer to exchange
comments about the offering (In the case of a funding portal, the intermediary is generally not
allowed to participate in the communication channel);
Source: StartupBlog.com
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Regulated Intermediaries
• Make available on its platform information that the issuer is required to disclose to the
public. This must be posted at least 21 days before securities are sold and remain available
throughout the offering period;
✓ Take certain measures to reduce the risk of fraud, including having a reasonable
basis for believing that a company complies with Regulation Crowdfunding, and
implement written policies designed to ensure compliance with federal securities laws;
✓ Have a reasonable basis for believing an investor complies with the investment
limitations;
✓ Disclose to investors the compensation the intermediary receives; and
✓ Maintain certain records relating to its business for at least five years.
Source: StartupBlog.com
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Regulated Intermediaries
• Under Regulation Crowdfunding, intermediaries are prohibited from:
✓ Providing access to their platforms to companies they have a reasonable basis for
believing have the potential for fraud or other investor protection concerns. To satisfy that
requirement, an intermediary must, at a minimum, perform a background check on each
issuer, its officers and directors;
✓ Having a financial interest in a company that is offering or selling securities on its
platform, unless the intermediary receives the financial interest as compensation for its
services;
✓ Compensating someone for providing the intermediary with personally identifiable
information of any investor or potential investor.
✓ Regulation Crowdfunding also prohibits anyone subject to a statutory disqualification,
as defined in Exchange Act Section 3(a)(39), from acting as in intermediary or being
associated with one.
Source: StartupBlog.com
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Funding Portals
• A funding portal is defined as a crowdfunding intermediary that does not:
1) Offer investment advice or recommendations.
2) Solicit purchases, sales, or offers to buy securities offered or displayed on its website or
portal.
3) Compensate employees, agents, or others persons for such solicitation or based on the
sale of securities displayed or referenced on its website or portal.
4) Hold, manage, possess, or otherwise handle investor funds or securities.
5) Engage in such other activities as the SEC, by rule, determines appropriate.
https://www.equitynet.com/crowdfunding-terminology/funding-portal
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Broker-Dealers
• Section 3(a)(4)(A) of the Act generally defines a "broker" broadly as any person engaged
in the business of effecting transactions in securities for the account of others.
• Unlike a broker, who acts as agent, a dealer acts as principal. Section 3(a)(5)(A) of the
Act generally defines a "dealer" as any person engaged in the business of buying and selling
securities for his own account, through a broker or otherwise.
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Non-Regulated Intermediaries
• Entities that are not classified as a broker-dealer or funding portal, can be non-regulated
intermediaries. Specifically, these entities must only act as a listing portal where anyone can
list deals for a marketing fee, unrelated to the success of the capital raise.
• Furthermore, unregulated intermediaries include any platform raising funds without a
security involved. This includes most, if not all, donation and rewards based platforms.
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ICO Market: A Primer
• The Initial Coin Market (ICO) is a path of funding using tokens and coins created by the
proliferation of blockchain technology. These tokens are used as a tool to either access the
underlying platform or simply as a replacement of a physical security. Those securities,
called Security Tokens, vary little from how traditional securities function but possess a future
power of liquidity given its technological origin that can change how investments interact with
the financial markets.
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How Intermediaries Play a Role in ICOs
• While paradoxical, even a decentralized asset like blockchain, can benefit from the
entrance and support of intermediaries.
• Intermediaries in Crypto can:
1) Inform and support issuers to ensure a properly regulated offering
2) Market assets that they deem promising, and collect fees as a broker-dealer
3) Create a strong and beneficial user experience, as direct access to wallets can be
challenging for those not technologically capable.
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What’s in Store for the Future
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About the Faculty
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About The Faculty
Maureen Murat - maureen@crowdieadvisors.com
Maureen L. Murat is an attorney andis principal of Crowdie Advisors, LLC,a business consulting firm
dedicated to helping local and foreign entrepreneurs and small businesses form business entities,
transact business (strategy, planning and problem-solving), and obtain financing via equity crowdfunding
and other alternative financing methods. Maureen is an Adjunct Professor at the University of New
Hampshire School of Law, where she teaches Tokenomics and Cryptocurrency Regulations and Smart
Cities: Blockchain, Law and Government. Maureen is a partner with Axes and Eggs, a blockchain think
tank and digital advisory firm that focuses on blockchain consulting, education courses for executives and
digital advisory services. Maureen also serves as Of Counsel to Cogent Law Group, a law firm dedicated
to helping clients meet their business objectives. Her practice focuses on corporate matters,
cryptocurrency regulation compliance, securities and general tax matters.
Find more information about Maureen on LinkedIn: https://www.linkedin.com/in/maureen-l-murat-esq/.
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About The Faculty
Jordan Fishfeld - Jfishfeld@gmail.com
Jordan is a co-founder and board member of OpenFinance and CFX Markets, an online trading platform for non-
public investments that is transforming how people view and hold alternative asset positions. CFX Markets is
venture-backed with offices in Chicago, New York and California. As an early innovator in the crowdfunding
space, Jordan assisted on the rule development of many online capital and crowdfunding rules in a number of
different states and federally. Jordan is also the elected Treasurer of the Crowdfunding Professional Association
(CfPA), and continues to advocate and educate on behalf of the crowdfunding industry.
Additionally, Jordan is a board member of the young professional real estate division of the Jewish United Fund
and a Board Member of UpStart, a San Fransisco based accelerator focused on Jewish engagement and
innovation. As a result of Jordan’s passion for working with the Jewish Community, he was also named by Oy
Chicago and the Young Leadership Division of the JUF as one of Jewish Community’s 36 under 36.
Prior to that, Jordan worked as a finance attorney for Katten Muchin Rosenman, LLP, where he assisted on
more than $1 billion worth of syndicated loan transactions.
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About The Faculty
Oscar Jofre- oscar@koreconx.com
Oscar is currently one of the Top 10 Global Thought Leaders in Equity Crowdfunding, a Top 5 Fintech Influencer, Top 10
Blockchain and a Top 50 InsureTech. He has published an eBook that has been downloaded in over 20 countries, and been
distributed by partners worldwide.
Oscar is a featured speaker on Blockchain, Digital Assets, Digital Securities, Securities Token, Fintech,?regulated, equity
crowdfunding, compliance, shareholder management, investor relations, and transparency in the USA, Australia, UK, UAE, Peru,
Germany, France, Netherlands, Canada, Singapore, Indonesia and China. He speaks to audiences covering alternative finance,
digital securities offerings, equity crowdfunding, DSO, STO, TAO, ICO/ITO, RegTech, insurance, banking, legal, and
crowdfunding. Oscar also advises the world’s leading research, accounting, law firms and insurance companies on the impact
Blockchain, STO, TAO, ICO, Fintech, RegTech, LegalTech, InsurTech and OrgTech is having in their business.
He is a member of the Crowdfunding Intermediary Regulatory Advocates (CFIRA) in the USA, and a contributing author to The
Fintech Book, the world’s first crowdsourced book on Fintech globally. He writes for Sharewise, Locavesting, Equities.com,
Business.com, Crowdfund Insider, Crowdfund Beat, Bankless Times, and Agoracom.
To read more about Oscar, please visit: https://www.financialpoise.com/financial-poise-faculty/oscar-jofre/
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Questions or Comments?
If you have any questions about this webinar that you did not get to ask during the live
premiere, or if you are watching this webinar On Demand, please do not hesitate to email us
at info@financialpoise.com with any questions or comments you may have. Please include
the name of the webinar in your email and we will do our best to provide a timely response.
IMPORTANT NOTE: The material in this presentation is for general educational purposes
only. It has been prepared primarily for attorneys and accountants for use in the pursuit of
their continuing legal education and continuing professional education.
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About Financial Poise
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