1. Crowdfund Investing - Who, What, How & Why
Zak Cassady-Dorion, Sherwood Neiss & Jason Best, Co-Founders
The Startup Exemption

2. About us
• Jason Best, Zak Cassady-Dorion & Sherwood Neiss
– 3 entrepreneurs, all MBA’s, 2 Inc500 guys
– Raised over $100M in traditional financing
– Faced the funding void with the collapse of the markets
– Coined the term ‘Crowdfund Investing (CFI)’ and brought the
framework for equity-based Crowdfunding to Washington, DC in
Jan, 2011

3. Group Exercise …
• Social experiment. Here are the rules …
– 6 questions
– Listen and make a decision
• Assume you are part the 54% of Americans that invest
in the markets and you have a diversified portfolio to
protect against loss
• Assume you have $1,000 of completely disposable
income handy.
– Not your entire savings or investment.
– Extra cash that you have sitting in your bank account.
• How many of you would give me $1,000 if ...

4. How many of you would give me $1,000
• I told I wanted to start a business that flavored medicines for
children?
• What if I passed a fraud check to prove to you I’m not some
shyster?
• What if I presented you with information about why
– Kids don’t like liquid prescription medicines
– My solution uses yummy flavors that overcome the bad taste
without interfering with the medicine
– How it will make money
– Why I need $100k
– What I will do with that $100k
– The milestones I’ve set for that $100k and
– That at this early stage I’m willing to part with 25% equity in
my business in exchange for $100k?
• What if I proved to you that in my last company I was a 3x Inc 500
Entrepreneur & Ernst & Young’s Entrepreneur of the Year?
• What if I was your brother, cousin, best friend, or neighbor? You
saw me develop this product, saw it work and know a chain
pharmacy with 80 stores place a purchase order?
• What if instead of the full $1,000 you decided to give $500, $250,
$50?

5. Welcome to Crowdfund Investing
• Where an Entrepreneur has to pitch to the crowd in an open setting
– Who they are
– What their idea is
– How it will make money
– What they are willing to give up in equity for that money
• Where you, as an investor, can pick apart
– The entrepreneur
– The idea
– The business model &
– The investment opportunity
• In an open dialog between you, the entrepreneur and all the other
investors
• Only if you are satisfied will you make a decision to invest
• Only if an entrepreneur hits 100% of his funding target is
any money exchanged

6. How Did we Get here?
• Traditional Financing - Pre-2008
– Credit cards, HELOC, Private Money
• Microfinance
– Kiva for the developing world
• Crowdfunding
– Kickstarter for nonprofit projects in the US
• Crowdfund Investing
– The future of seed & growth capital

7. How Crowdfunding Currently Works
Open area
comment
section.
Where
backers can
ask Pledges Toward Goal
questions.
All or Nothing Financing
Donation-
Based Rewards
Details about the
Project. The more
information the
greater the chances
of funding

8. Why is Crowdfund Investing Illegal?
• Security Laws of 1933 & 1934
• Restricts who can invest in private companies
– Must be accredited
• $250k salary or $1M net worth
• Prevents public solicitation
– Internet is public domain
• Shareholder cap at 500
• Each State has a regulatory body with different rules
What if we applied the principles of Crowdfunding to Seed
financing? How could we make it work?

9. The Startup Exemption Regulatory Framework
• Limit: $1,000,000, qualified small business
• Investor Limit: $10,000 or 10% AGI
• Standard Disclosures - From NASAA SCOR Form
• Investor Education
• Startups do fail
• Only invest in people or businesses you know
• Shareholder Cap: 500+ Investors (eliminate current cap)
• State Authority: Preempt registration but not enforcement action
• General solicitation: on SEC-registered websites
• Notification: One-touch filing with SEC & State Regs.
• Exempt: Regulated sites exempt from Broker/Dealer Registration
• Not Allowed: Foreign issuers, Investment companies, Public
companies

10. Where is the Investor Protection?
• Entrepreneurs will have to disclose the same information that anyone raising
money should (fraud check, name, contact information, description of
business, etc)
• Social media is based on many-to-many communication in real time. The free
flow of information and opinions shape other people’s views
• In Crowdfunding these thoughts will be cataloged and shared by would be
investors
• Unless an entrepreneur wins over the confidence of the crowd he won’t be
funded
• Where will Crowdfund Investing take place?
– SEC Registered Web Platforms
• What is the role of the Web platform?
– Conduit for funding to take place
– Background/fraud check
– Social media integration/interaction
– Centralized reporting to SEC of all CFI activity

11. What does Social Media Integration Mean?

12. 1) Fraud Check
• Your Name, Address, Social Security #, DOB
2) Business Plan
• Company Name
• What problem does your product/service solve?
• How does it make money?
• How much money do you need?
• How will you use the funds?
• How far will those funds get you?
• How much equity are you willing to give up for this
capital?

13. 1st Degree Connectivity ... Trust

14. This is what Social Media Gets you ...
Questions from the
Q:Hi Woodie -- I like your idea. Any data to back up your crowd
theory that kids don’t like medicine? I know mine doesn’t
but that doesn’t mean they all don’t.
A:Hi Christina. Great question. There’s a really good study
on pediatric compliance that was done by the American
Answers from the
Academy of Pediatrics in 2007. It showed that taste was entrepreneur
the main factor why children don’t take their medicine.
Here’s a link to the article:
www.aap.com/pediatric_compliance.
93% Approve, 7% Disapprove
The crowd responds
and rates the answer
My kids don’t like their medicines.
I’ve got one that does and another that hates it
As a pharma rep - i hear this all to often
especially as it relates to augmentin.

15. Not Everyone Will Win the Confidence of
the Crowd
Funded
40%
Not Funded
60%

16. Lean Start-up & Group Dynamics
= All or Nothing Financing
Funded ideas for Groups
Lean Start-up Methodology

17. So, Where do we Stand?
2930
What we
brought to
Washington

18. Who is Against CFI & Why?
1. SEC
2. FINRA
3. NASAA
Why Are they Opposed?
Relevancy
Validity
Turf

19. What Needs to be Done?
Register at www.LegalizeCrowdfunding.org

20. Important Facts
• The degree of funding success will come down to
transparency, communication, disclosure and connectivity
• People will only back those ideas they think are worthy and
with dollars they are willing to invest
• $1 in .... 8 years later .... $36.40 out
• Most importantly ...

21. Questions?
• Feel free to reach out to us:
– www.StartupExemption.com
– www.LegalizeCrowdfunding.org
• Contact
– Sherwood Neiss, sherwood@startupexemption.com
– Jason Best, jason@startupexemption.com
– Zak Cassady-Dorion, Zak@startupexemption.com