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CROWDFUNDING 2022 - Crowdfunding from the Investor's Perspective
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Practical and entertaining education for
attorneys, accountants, business owners and
executives, and investors.
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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Thank You To Our Sponsors
Meet the Faculty
MODERATOR:
Maureen Murat - Crowdie Investors
PANELISTS:
Jordan Fishfeld - OpenFinance and CFX Markets
Oscar Jofre - KoreConX
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About This Webinar-
Crowdfunding from the Investor’s Perspective
This webinar focuses on the opportunities that crowdfunding makes available to the investor,
and how the investor should go about navigating this new world. We begin with a basic
overview of the new regulatory regime, the requirements to invest, and the on-boarding process
one should expect. We then dive deeper into the market opportunity, including how to access
and select investments, and expectations investors should set for themselves and the projects
they select. This is not intended to support any specific deal selection, but instead sheds a light
upon the basic selection criteria available, the method to go about investing and what to avoid.
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About This Series: Crowdfunding 2022
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: 09/22/22
#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 #3: Crowdfunding from the Investor's Perspective
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Crowdfunding Types
● Donation
○ GoFundMe
● Rewards
○ Kickstarter
● Investment
○ Republic
○ Fundrise
Regulated Investment-Based Crowdfunding
● Investment based securities offerings and sales must either be registered with
the SEC and offered publicly or exempt from registration and offered privately,
usually under Regulation D
JOBS Act Exemptions
● Title II
○ Regulation D, Rule 506(c)
● Title III
○ Regulation CF
● Title IV
○ Regulation A+
Accredited Investors Defined
Accredited investors include natural persons who:
● possess a net worth (alone or with spouse) greater than $1 million (excluding
value of home, and not counting home mortgage as a liability, unless it is
underwater) or
● have an annual income greater than $200,000 (or joint income with spouse
greater than $300,000) in the 2 most recent years, and reasonable expectation
of similar or higher income in the current year
Title II
● Update to traditional Reg D offering
○ General solicitation is allowed, but shifts the burden for accreditation
verification to the issuer.
○ No limit on how much issuer may raise in 1 year
○ Accredited investors only may invest
○ No limit on investment amount by those verified accredited investors
● Most common form of crowdfunding we see today
Title II
● Exempt from state registrations
● Can be sold through portals that do not need to register with the SEC
● Limited to 2000 shareholders before public filing required
● Available to foreign investors
● No ongoing reporting required, but suggested
Title III
● 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)
Title III
● 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
Title IV
● 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
Title IV
● 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
Due Diligence
● What type of due diligence should an investor complete:
○ Platform diligence
○ Personal diligence
○ Deal Diligence
Platform Considerations
● Does the investment platform curate its offerings or is it a billboard?
● Is the issuer appropriately registered as a business entity?
● Where in the process is the issuer as a growing company?
● Where do the financial projections of the issuer come from?
Personal Considerations
● Invest individually, or through a trust or some other entity
● What tax consequences will follow from choice of investment vehicle
● What are your rights or liabilities if the investment fails
Deal Diligence
● Review the terms and financials of the deal
● Use third party data sources to verify all assumptions
● Try to meet with the management team or at least have a call
● Understand the risks
● Never invest what you can’t afford to lose
● If it is too good to be true, it probably is
What to Consider When Investing
● Am I knowledgeable about this investment category
● How does this investment fit within my portfolio
● Does the Sponsor have a particular expertise in the area I am investing
● Can this investment be made in a tax-beneficial account
● What are your liquidity options with this investment, and does that matter
About the Faculty
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About The Faculty
Maureen Murat – Maureen@crowdieinvestors.com
Maureen L. Murat is an Assistant General Counsel with the D.C. Department of Insurance, Securities and
Banking where she provides legal advice and guidance on regulatory matters relating to banking, finance and
fintech. Maureen is an Adjunct Professor at the University of New Hampshire, Franklin Pierce School of Law,
where she teaches Tokenomics and Cryptocurrency Regulations and Smart Cities, Smart Government. She is
also a summer instructor at Columbia University, School of Professional Studies and teaches in the courses:
Blockchain, Cryptocurrencies, AI and Beyond; Understanding Blockchain, AI and Machine Learning
In her spare time, Maureen serves as principal of Crowdie Advisors, LLC,a business consulting firm dedicated
to helping entrepreneurs and small businesses form business entities, transact business (strategy, planning and
problem-solving), and obtain financing via equity crowdfunding. She 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.
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About The Faculty
Jordan Fishfeld – JFishfeld@gmail.com
Jordan is the 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 Francisco 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 Co-Founder President/CEO at KoreConX. He 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 Fintech, regulated, equity crowdfunding, compliance, shareholder
management, investor relations, and transparency in the USA, Australia, UK, Germany, France, Netherlands,
Canada, Singapore, Indonesia and China. He speaks to audiences covering alternative finance, RegTech,
insurance, banking, legal, and crowdfunding. Oscar also advises the world’s leading research, accounting, law
firms and insurance companies on the impact 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, CrowdfundBeat, and
Agoracom. Oscar has been recognized as one of the 10 most influential Hispanic Leaders in Canada. In May
2010, Oscar A. Jofre Jr. was recognized by the Rt. Hon. Stephen Harper for his accomplishments. Oscar was
awarded the Vision 2012 Businessman of the Year by the Toronto Hispanic Chamber of Commerce on
September 2012.
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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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CROWDFUNDING 2022 - Crowdfunding from the Investor's Perspective
About Financial Poise
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DailyDAC LLC, d/b/a Financial Poise™ provides
continuing education to attorneys, accountants,
business owners and executives, and investors. It’s
websites, webinars, and books provide Plain
English, entertaining, explanations about legal,
financial, and other subjects of interest to these
audiences.
Visit us at www.financialpoise.com
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CROWDFUNDING 2022 - Crowdfunding from the Investor's Perspective

  • 2. 2 Practical and entertaining education for attorneys, accountants, business owners and executives, and investors.
  • 3. 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. 3
  • 4. 4 Thank You To Our Sponsors
  • 5. Meet the Faculty MODERATOR: Maureen Murat - Crowdie Investors PANELISTS: Jordan Fishfeld - OpenFinance and CFX Markets Oscar Jofre - KoreConX 5
  • 6. About This Webinar- Crowdfunding from the Investor’s Perspective This webinar focuses on the opportunities that crowdfunding makes available to the investor, and how the investor should go about navigating this new world. We begin with a basic overview of the new regulatory regime, the requirements to invest, and the on-boarding process one should expect. We then dive deeper into the market opportunity, including how to access and select investments, and expectations investors should set for themselves and the projects they select. This is not intended to support any specific deal selection, but instead sheds a light upon the basic selection criteria available, the method to go about investing and what to avoid. 6
  • 7. About This Series: Crowdfunding 2022 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. 7
  • 8. Episodes in this Series #1 Crowdfunding from the Start-Up's Perspective Premiere date: 09/22/22 #2: Securities Crowdfunding for Intermediaries Premiere date: 10/20/22 #3: Crowdfunding from the Investor's Perspective Premiere date: 11/17/22 8
  • 9. Episode #3: Crowdfunding from the Investor's Perspective 9
  • 10. Crowdfunding Types ● Donation ○ GoFundMe ● Rewards ○ Kickstarter ● Investment ○ Republic ○ Fundrise
  • 11. Regulated Investment-Based Crowdfunding ● Investment based securities offerings and sales must either be registered with the SEC and offered publicly or exempt from registration and offered privately, usually under Regulation D
  • 12. JOBS Act Exemptions ● Title II ○ Regulation D, Rule 506(c) ● Title III ○ Regulation CF ● Title IV ○ Regulation A+
  • 13. Accredited Investors Defined Accredited investors include natural persons who: ● possess a net worth (alone or with spouse) greater than $1 million (excluding value of home, and not counting home mortgage as a liability, unless it is underwater) or ● have an annual income greater than $200,000 (or joint income with spouse greater than $300,000) in the 2 most recent years, and reasonable expectation of similar or higher income in the current year
  • 14. Title II ● Update to traditional Reg D offering ○ General solicitation is allowed, but shifts the burden for accreditation verification to the issuer. ○ No limit on how much issuer may raise in 1 year ○ Accredited investors only may invest ○ No limit on investment amount by those verified accredited investors ● Most common form of crowdfunding we see today
  • 15. Title II ● Exempt from state registrations ● Can be sold through portals that do not need to register with the SEC ● Limited to 2000 shareholders before public filing required ● Available to foreign investors ● No ongoing reporting required, but suggested
  • 16. Title III ● 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)
  • 17. Title III ● 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
  • 18. Title IV ● 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
  • 19. Title IV ● 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
  • 20. Due Diligence ● What type of due diligence should an investor complete: ○ Platform diligence ○ Personal diligence ○ Deal Diligence
  • 21. Platform Considerations ● Does the investment platform curate its offerings or is it a billboard? ● Is the issuer appropriately registered as a business entity? ● Where in the process is the issuer as a growing company? ● Where do the financial projections of the issuer come from?
  • 22. Personal Considerations ● Invest individually, or through a trust or some other entity ● What tax consequences will follow from choice of investment vehicle ● What are your rights or liabilities if the investment fails
  • 23. Deal Diligence ● Review the terms and financials of the deal ● Use third party data sources to verify all assumptions ● Try to meet with the management team or at least have a call ● Understand the risks ● Never invest what you can’t afford to lose ● If it is too good to be true, it probably is
  • 24. What to Consider When Investing ● Am I knowledgeable about this investment category ● How does this investment fit within my portfolio ● Does the Sponsor have a particular expertise in the area I am investing ● Can this investment be made in a tax-beneficial account ● What are your liquidity options with this investment, and does that matter
  • 26. About The Faculty Maureen Murat – Maureen@crowdieinvestors.com Maureen L. Murat is an Assistant General Counsel with the D.C. Department of Insurance, Securities and Banking where she provides legal advice and guidance on regulatory matters relating to banking, finance and fintech. Maureen is an Adjunct Professor at the University of New Hampshire, Franklin Pierce School of Law, where she teaches Tokenomics and Cryptocurrency Regulations and Smart Cities, Smart Government. She is also a summer instructor at Columbia University, School of Professional Studies and teaches in the courses: Blockchain, Cryptocurrencies, AI and Beyond; Understanding Blockchain, AI and Machine Learning In her spare time, Maureen serves as principal of Crowdie Advisors, LLC,a business consulting firm dedicated to helping entrepreneurs and small businesses form business entities, transact business (strategy, planning and problem-solving), and obtain financing via equity crowdfunding. She 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. 26
  • 27. About The Faculty Jordan Fishfeld – JFishfeld@gmail.com Jordan is the 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 Francisco 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. 27
  • 28. About The Faculty Oscar Jofre – Oscar@koreconx.com Oscar is Co-Founder President/CEO at KoreConX. He 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 Fintech, regulated, equity crowdfunding, compliance, shareholder management, investor relations, and transparency in the USA, Australia, UK, Germany, France, Netherlands, Canada, Singapore, Indonesia and China. He speaks to audiences covering alternative finance, RegTech, insurance, banking, legal, and crowdfunding. Oscar also advises the world’s leading research, accounting, law firms and insurance companies on the impact 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, CrowdfundBeat, and Agoracom. Oscar has been recognized as one of the 10 most influential Hispanic Leaders in Canada. In May 2010, Oscar A. Jofre Jr. was recognized by the Rt. Hon. Stephen Harper for his accomplishments. Oscar was awarded the Vision 2012 Businessman of the Year by the Toronto Hispanic Chamber of Commerce on September 2012. 28
  • 29. 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. 29
  • 30. 30
  • 32. About Financial Poise 32 DailyDAC LLC, d/b/a Financial Poise™ provides continuing education to attorneys, accountants, business owners and executives, and investors. It’s websites, webinars, and books provide Plain English, entertaining, explanations about legal, financial, and other subjects of interest to these audiences. Visit us at www.financialpoise.com Our free weekly newsletter, Financial Poise Weekly, updates you on new articles published on our website and Upcoming Webinars you may be interested in. To join our email list, please visit: https://www.financialpoise.com/subscribe/