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 listen to this webinar on demand, go to: https://www.financialpoise.com/financial-poise-webinars/crowdfunding-from-the-start-ups-perspective-2020/

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Practical and entertaining education for
attorneys, accountants, business owners and
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5. 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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6. Meet the Faculty
MODERATOR:
Jordan Fishfeld – OpenFinance Network
PANELISTS:
Maureen Murat - Crowdie Advisors, LLC
Mark Roderick - Lex Nova Law LLC
Oscar Jofre - KoreConX
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7. 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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8. 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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9. Episodes in this Series
#1: Crowdfunding from the Start-Up's Perspective
Premiere date: 4/14/20
#2: Securities Crowdfunding for Intermediaries
Premiere date: 5/12/20
#3: Crowdfunding from the Investor's Perspective
Premiere date: 6/9/20
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10. Episode #1
Crowdfunding from the Start-Up's Perspective
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11. 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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12. What is Crowdfunding?
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13. 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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14. 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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15. 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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16. 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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17. 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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18. 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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19. 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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20. 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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21. 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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22. About the Faculty
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23. 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 immediate past 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 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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24. 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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25. About The Faculty
Mark Roderick - mroderick@lexnovalaw.com
Mark Roderick is Principal Partner at Lex Nova Law LLC. He spends his time in the
Crowdfunding and Fintech space, representing issuers, platforms, investors, and other
industry participants around the United States and all over the world. He speaks at
conferences across the country and writes a blog that serves as a compendium of legal
knowledge for the Crowdfunding industry, CrowdfundAttny.com.
He’s an evangelist about Crowdfunding. By making capital available to a broader spectrum of
entrepreneurs, and by making available to ordinary Americans the kind of investment
previously limited to the very wealthy, he thinks Crowdfunding can reinvigorate American
capitalism and begin to address the serious wealth and income inequality in our country.
He began his career as a tax lawyer and has served as the Chair of Lex Nova Law LLC’s
Corporate Law Group and Mergers & Acquisitions Group.
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26. About The Faculty
Oscar Jofre - oscar@koreconx.io
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 Business Man of
the Year by the Toronto Hispanic Chamber of Commerce on September 2012.
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27. 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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28. About Financial Poise
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