How can businesses use the tools created by the JOBS Act to access capital? This webinar compares raising money online to traditional methods of capital raising. It also compares each of the different titles available under the JOBS Act. Finally, we discuss and compare the differences between security based crowdfunding and rewards based crowdfunding, exploring those instances where such a method would make sense. To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/crowdfunding-from-the-start-ups-perspective-2021/

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

4. 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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5. Meet the Faculty
MODERATOR:
Maureen Murat - Crowdie Advisors, LLC
PANELISTS:
Richard Radnay - Prospect FinTech LLC
Andrew Stephenson - CrowdCheck
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6. About This Webinar -
Crowdfunding from the Start-Up's Perspective
How can businesses use the tools created by the JOBS Act to access capital? This webinar
compares raising money online to traditional methods of capital raising. It also compares each
of the different titles available under the JOBS Act. Finally, we discuss and compare the
differences between security based crowdfunding and rewards based crowdfunding, exploring
those instances where such a method would make sense.
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7. 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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8. Episodes in this Series
#1: Crowdfunding from the Start-Up's Perspective
Premiere date: 9/21/21
#2: Securities Crowdfunding for Intermediaries
Premiere date: 10/19/21
#3: Crowdfunding from the Investor's Perspective
Premiere date: 11/16/21
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9. Episode #1
Crowdfunding from the Start-Up's Perspective
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10. Funding Options for a New Venture
• Bootstrap - Personal capital using revenue to grow
• Friends and family - Raising small amounts of money from friends and family,
usually without any legal documentation done to “help out”
• Angel Investors - Wealthy non-professionals looking to invest in new businesses
• Venture Capital - Professional start-up investors who invest on behalf of
institutions
• Crowdfunding - Online solicitation of supporters to invest small amounts
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11. What is Crowdfunding?
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12. Crowdfunding is Our Focus
• 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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13. Crowdfunding is Our Focus
• 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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14. Regulation D
• Original Rule 506 (17 C.F.R. §230.506) of Regulation D under the Securities Act of 1933
was adopted as a non-exclusive “safe harbor” under §4(a)(2) [formerly §4(2)] of the Securities
Act, exempting offerings by an issuer “not involving any public offering” from registration
requirements of §5 of the Securities Act.
• Offerings in unlimited amounts to an unlimited number of persons reasonably believed by
the issuer to be “accredited investors,” and up to 35 non-accredited investors who meet
certain business or financial sophistication criteria and are supplied with required information.
• The JOBS Act directed the SEC to revise Rule 506 of Regulation D under the Securities
Act of 1933 to permit general solicitation or general advertising for offers and sales of
securities provided all purchasers of the securities are accredited investors and the issuer
takes reasonable steps to verify their accredited investor status.
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15. Start-Up Responsibility - Accredited Investors
• The issuer shall take reasonable steps to verify that purchasers of securities sold are
accredited investors. Self-certification is not sufficient. The SEC has said generally, that
issuers should take an objective principle-based approach, considering the facts and
circumstances of each purchaser and transaction, including, among other things, the
following:
✓ The type of 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;
✓ The nature of the offering, including 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.
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16. Regulation Crowdfunding
• Issuer limited to raising $1 million in 1 year, which grows and is now 1.06 million
• Anyone may invest, but investments are limited to income and net worth
• General solicitation allowed, but only through registered portals
• Issuers may rely on investors for income and net worth statements, unlike 506(c)
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17. Regulation Crowdfunding
• Moderation ongoing reporting required
✓ Intermediaries must provide “investor education” on their portals and platforms to
teach investors, for example, risks of investing in private equity, including loss and
illiquidity and conduct background checks on officers, directors, and 20% equity-holders
of each issuer, and disqualify same if any one of them is a bad actor
• Not available to foreign investors
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18. Regulation A+
• Issuer limited to raising $20 million (Tier 1) or $50 million (Tier 2) in 1 year
• Anyone can invest, no accreditation required
• Investment amount unlimited (Tier 1) or tied to income and net worth (Tier 2 10% of
either per deal)
• Blue Sky review for Tier 1 but not Tier 2
• General solicitation permitted
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19. Regulation A+
• Substantial pre-fundraising requirements and post-fundraising requirements
✓ Must submit information to the SEC for approval
✓ For Tier 2, must have audited financials
✓ Ongoing reporting in details, akin to a mini-public company for Tier 2 securities
• No foreign investors, except Canadians
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20. What to Consider When Deciding How to Raise
Money
• How much are you raising
• From whom are you planning to raise money
• Is your product something people understand
• How sophisticated is your back office
• How much money do you want to risk before raising money
• What about Crypto
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21. About the Faculty
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22. 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 onLinkedIn: https://www.linkedin.com/in/maureen-l-murat-esq/.
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23. About The Faculty
Richard Radnay - rradnay@gmail.com
Richard Radnay is principal of ProspectFintech, a boutique consulting firm
specializing in financial technology. Richard has spent 20 years as a financial
technologist and is a sought-after speaker with a deep understanding of capital
markets information technology. He has co-founded and ran several startups
including a global data & analytics business (XTF.com) which was acquired by the
London Stock Exchange in 2016. Richard is an experienced CIO and also an expert
in the Exchange Traded Funds (ETF) industry.
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24. About The Faculty
Andrew D. Stephenson - andrewstephenson@crowdcheck.com
Andrew D. Stephenson, Chief Product Officer for CrowdCheck and Partner with CrowdCheck
Law, is an entrepreneurial attorney focused on assisting small and early stage businesses
with corporate governance and securities law related matters. Prior to joining CrowdCheck,
Andrew was involved with evaluating internal company communications and reports as part of
complex civil litigation matters. Andrew has also worked for the United States Congress,
handling a wide range of policy areas.
Andrew received his B.A. from Claremont McKenna College and graduated, cum laude, from
the University of California, Hastings College of the Law. Andrew is a member of the
California and District of Columbia bars.
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25. 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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26. About Financial Poise
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