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. To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/crowdfunding-from-the-investors-perspective-2021/

2. 2
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.
4

5. Meet the Faculty
MODERATOR:
Maureen Murat - Crowdie Advisors, LLC
PANELISTS:
Jordan Fishfeld - CFX Markets
Richard Radnay - Prospect FinTech LLC
Andrew Stephenson - CrowdCheck
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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
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 #3
Crowdfunding from the Investor's Perspective
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10. Crowdfunding Types
• Donation
✓ GoFundMe
• Rewards
✓ Kickstarter
• Investment
✓ Republic
✓ Fundrise
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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
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12. JOBS Act Exemptions
• Tile II
✓ Regulation D, Rule 506(c)
• Title III
✓ Regulation CF
• Title IV
✓ Regulation A+
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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
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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
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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
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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)
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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
17

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
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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
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20. Due Diligence
• What type of due diligence should an investor complete:
✓ Platform diligence
✓ Personal diligence
✓ Deal Diligence
20

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?
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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
22

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
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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
24

25. About the Faculty
25

26. 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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27. About The Faculty
Jordan Fishfeld - Jfishfeld@gmail.com
Jordan is the co-founder and CEO of 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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28. 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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29. 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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30. 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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31. About Financial Poise
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