HOW TO PREPARE FOR ––

EQUITY CROWDFUNDING

Vincent Bradley CEO & Co-Founder @FlashFunders

Follow Me @vincentmbradley

1 Regulation Crowdfunding Overview

2 Legal & Corporate Preparation

AGENDA

4 FlashFunders

3 Marketing & Offering Preparation

Regulation Crowdfunding (Reg CF) Launches: May 16, 2016

þ  Publicly fundraise up to $1m from the crowd þ  Everyone can play (230M Americans) þ  Low cost mass market funding option þ  Investment Limits þ  Financial Review and SEC Filing before offering

Your Customers Now Shareholders Become Evangelists It’s a Powerful Thing!

Customers

Shareholders Evangelists

Legal & Corporate Preparation

Corporate Formation & Proper Documentation

Delaware C-Corp

FF Offering 2 Class Structure

Proper Documentation Be prepared to prove every line item on your cap table with documents

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.

Financial Review Requirements

605

§ 239.900 Form C.

This form shall be used for filings under Regulation Crowdfunding (§§ 227.100 et seq. of this chapter). Note: The text of Form C will not appear in the Code of Federal Regulations.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM C

UNDER THE SECURITIES ACT OF 1933

(Mark one.) □ Form C: Offering Statement □ Form C-U: Progress Update: □ Form C/A: Amendment to Offering Statement:

□ Check box if Amendment is material and investors must reconfirm within five business days. □ Form C-AR: Annual Report □ Form C-AR/A: Amendment to Annual Report □ Form C-TR: Termination of Reporting Name of issuer: Legal status of issuer:

Form: Jurisdiction of Incorporation/Organization: Date of organization):

Physical address of issuer: Website of issuer: Name of intermediary through which the offering will be conducted: CIK number of intermediary: SEC file number of intermediary: CRD number, if applicable, of intermediary: Amount of compensation to be paid to the intermediary, whether as a dollar amount or a percentage of the offering amount, or a good faith estimate if the exact amount is not available at the time of the filing, for conducting the offering, including the amount of referral and any other fees associated with the offering: Any other direct or indirect interest in the issuer held by the intermediary, or any arrangement for the intermediary to acquire such an interest: Type of security offered: Target number of securities to be offered: Price (or method for determining price): Target offering amount: Oversubscriptions accepted: □ Yes □ No

¨  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.

Form C Filing Requirement

Marketing & Offering Preparation

Requirements to Launch Offering on FlashFunders

þ  Successful Rewards Crowdfunding

þ  Community Around Business (Customers)

þ  Lead Investor ~ 20% of Round

þ  Working with Crowdfunding Agency

þ  Previous Equity Crowdfunding Round

FlashFunders Platform Standards

Offering Min: $50,000

Term Max: 60 Days

Min Investment: $50

Reg CF Oversubscribed Policy: 1st In Priority

Valuation Policy: None

FlashFunders Fee: 5% Success Fee

The Future of Fundraising – FlashFunders

FlashFunders Reg CF Platform is the Standard

þ  Complete Fundraising Management

þ  Investor CRM

þ  Access to Our Growing Investor Network

þ  Shareholder Services

þ  End-to-End Regulatory Compliance

Fundraise from Everyone the Right Way!

Reg CF $1m Limit

Crowd

(Everyone)

Reg D Unlimited

Accredited Investors

Only

Reg S Unlimited

International (Everyone)

2 Class Structure

Over $20K Investors •  Standard Preferred Rights Under $20K Investors §  Book Entry Structure §  Same Economic Upside §  Limited Rights (No Voting, No Drag, etc.) §  Ongoing Shareholder Services by FF

Dylan Satin Startup Relations Manager

dylan@flashfunders.com

For additional information, please contact us:

You can also visit FlashFunders to learn more:

www.flashfunders.com