After months of anticipation, the SEC has finally opened up registration for online platforms that intend to legally solicit offerings through equity crowdfunding (Regulation CF). For the first time in 80 years, all Americans will have equal access to invest in private companies. Individuals can look forward to investing through online equity crowdfunding platforms as early as mid-May 2016 (pending SEC approval). However, Title III does not completely eliminate the regulatory barriers to investing or raising capital. Here are some important details you should consider leading up to the equity crowdfunding implementation...

1. THE FUTURE OF
THE PRIVATE CAPITAL MARKETS
––
EQUITY CROWDFUNDING

2. Vincent Bradley
CEO & Co-Founder @FlashFunders
Two Things About Me:
I’m a problem solver
I’m a competitor
Follow Me @vincentmbradley

3. 1
JOBS Act & Reg CF
2
Impact – why this all matters?
AGENDA
3
FlashFunders

4. April 5, 2012 – Jumpstart Our Business Startups Act (JOBS Act)
May 16, 2016 – Reg CF Launches
January 29, 2016 – Reg CF Rules Set (Title III)
June 19, 2015 – Reg A+ (Title IV)
September 23, 2013 –General Solicitation (Title II)

5. REWARDS
CROWDFUNDING
EQUITY
FUNDING
EQUITY
CROWDFUNDING
Platforms
Kickstarter, Indiegogo
FlashFunders, AngelList
FlashFunders
Who Can Play?
Everyone
Accredited Investors Only
Everyone
Regulatory?
None
Reg D
Reg CF
What Are You Buying?
Prototype of Product
Securities / Ownership
Securities / Ownership
Average Transaction
$70
$58,000
$100
Projected
Average Offering Size
$10,000
$350,000
$350,000

6. Regulation Crowdfunding (Reg CF)
Launches: May 16, 2016
þ Allows a company to publicly fundraise up to $1m
þ Everyone can play (230M Americans)
þ Low cost mass market funding option
þ Limit on investment amounts
þ Financial Review and SEC Filing before offering

7. Raising $100K or Less
The issuer must provide financial
statements certified by the
principal executive officer of the
issuer to be true and complete in
all material respects.
Raising $100K to $500K
The issuer must provide
financial statements reviewed
by a public accountant that is
independent of the issuer.
Raising $500K to $1M
The issuer must provide audited
financial statements from a
public accountant.
However, the SEC has provided a
limited one-time exclusion from
the audit requirements for issuers
conducting their first Reg CF
offering provided that the issuer
does not have audited financial
statements available at the time.
Reg CF – Company Audit Requirements

8. Form C
SEC requires every Issuer to file a
Form C and receive approval prior
to soliciting any investments under
Reg CF.
Once approved, the Issuer has to
wait 21 days (cooling off period)
before taking in any investments.
Advertising Notices
1) A statement that the issuer is conducting an offering, the name of the
intermediary through which the offering is being conducted and a link directing
the investor to the intermediary’s platform;
2) Terms of Offering
o the amount of securities offered;
o the nature of the securities;
o the price of the securities; and
o the closing date of the offering period
3) Factual information about the legal identity and business location of the issuer,
limited to the name of the issuer of the security, the address, phone number
and website of the issuer, the e-mail address of a representative of the issuer
and a brief description of the business of the issuer.
Reg CF – SEC Filing & Advertising Requirements

9. Self certification is accepted “accreditation” method.
$100K or Less
Greater of $2,000 or 5%
Lesser of Annual Income or Net Worth
$100K or More
10% of annual income or net worth
Not to exceed $100K per investor
Investor Annual
Income
Investor
Net Worth
Calculation
Investment
Limit
$30,000
$105,000
Greater of $2,000 or 5% of $30,000 ($1,500)
$2,000
$150,000
$80,000
Greater of $2,000 or 5% of $80,000 ($4,000)
$4,000
$150,000
$100,000
10% of $100,000 ($10,000)
$10,000
$200,000
$900,000
10% of $200,000 ($20,000)
$20,000
$1,200,000
$2,000,000
10% of $1,200,000 ($120,000), subject to $100,000 cap
$100,000
Reg CF – Investor Limits

10. Public forum to allow for
commentary on offering page
FINRA Registered Funding Portal
Reg CF – Platform Requirements

11. What Can Companies do to Prepare for Reg CF?
¨ Launch a successful Kickstarter or Indiegogo Campaign
¨ Prepare great content (Video, Marketing Images, etc.)
¨ Build your base – who are you going to market to?
¨ Get your legal in order (C-Corp, clean cap table, corporate governance set-up)

12. Impact – why this all matters?

13. More than 120 private technology companies are now valued at over $1 billion
Companies Are Staying Private for Longer than Ever Before

14. Almost All Returns Are Now Private!!!
Source: Andreessen Horowitz 2015

15. Only 8.5 million of the 230
million American adults in the
United States qualify as
“accredited” and therefore
have had access to private
company investing.
230 Million
8.5
Million

16. The future of capital formation – FlashFunders.

17.
FlashFunders is the Best Reg CF Platform for Entrepreneurs!
þ Complete Fundraising Management
þ Investor CRM
þ Access to Our Growing Investor Network
þ Shareholder Services
þ End-to-End Regulatory Compliance

18.
Robbie Miller
Director of Investor Relations | FlashFunders
robbie@flashfunders.com
Dylan Satin
Startup Relations Manager | FlashFunders
dylan@flashfunders.com
For additional information, please contact us:
You can also visit FlashFunders to learn more:
www.flashfunders.com