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. Part of the webinar series: Crowdfunding 2022 See more at https://www.financialpoise.com/webinars/

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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:

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:
Elizabeth Carter - Elizabeth L. Carter, Esq. LLC
Oscar Jofre - KoreConX
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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: 9/22/22
#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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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 on LinkedIn: https://www.linkedin.com/in/maureen-l-murat-esq/.
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23. 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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24. About The Faculty
Elizabeth Carter - ec@elcesq.com
Elizabeth is a business capital attorney who represents investment companies, small businesses,
nonprofits, cooperatives, and other social enterprises with the legal strategy and compliance of raising
capital from their community and other investors. Her most recent work includes assisting a driver-
owned ride-share cooperative with the legal compliance of its $2.5 million debt crowdfunding offer
through Regulation Crowdfunding (Reg CF). Similarly, she assisted a number of cooperatives with the
amendment of their governing documents (by-laws, operating agreements, articles of incorporation) in
order to prepare them for an upcoming capital raise from non-member investors. She also assisted a
number of investment funds with the securities legal strategy and compliance of a SEC Rule 506(c)
crowdfunding offer, including a cooperatively-owned investment fund that offered $2 million in equity to
accredited investors, as well as a community development financial institution that offered $1 million in
slow equity to mission-aligned accredited investors.
To read more about Elizabeth, please visit: https://www.elcesq.com/team
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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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28. About Financial Poise
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