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Investor Q&A

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Financial Assets

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Deal Terms

Before this round, how much did you raise, and from where?

Before this round, Founder Ron Hirsch invested (not loaned) ~$800K to the company, and the company has no debt. CEO, Bruce Virga, has been working for equity, and other key employees are working for a small startup salary + equity.

What are the terms of the $2M you are raising?

We are issuing a convertible note that converts to equity with a $10M valuation cap and will have a 20% discount to the next financing round. The note will accrete 5% interest per annum and will have a two-year maturity.

History

Why the name "Title3Funds"?

A big differentiator from of our competitors is that we are the only equity crowdfunding platform focused exclusively on Regulation Crowdfunding, Title III of the JOBS Act, allowing startups to raise money from non-accredited investors for the first time in history. We acquired the domain for Title3Funds because the Roman numeral didn't look good, but Title III is our namesake.

The company formed in 2016, what milestones has it met?

FINRA APPROVAL: Founder Ron Hirsch is a successful investor, idea, visionary, and strategy guy with a Wall Street and VC background. He formed Title3Funds in Q2 2016 after TITLE III of the JOBS Act became law and obtained FINRA approval. He hired advisers to build a FINRA- approved funding portal, searched for a full-time CEO and team to execute while lobbying for, and anticipated game-changing SEC rules changes, which were recently approved.

KEY HIRES: Bruce Virga joined as CEO in February 2019 and hired CTO Kim LaFleur, an Equity Crowdfunding pioneer with significant industry connections and vast eCommerce experience. We onboarded key hires for business development, sales, and operations.

KEY PARTNERSHIP: We investigated, negotiated, and developed a best-of-breed partner ecosystem of legal, escrow, financial, creative, digital marketing, content marketing, public relations, and deal-flow partners to support the company and the entrepreneurs we bring on to the platform.

TECH: Fully built, FINRA-approved funding portal with a transactional backend that includes unique and proprietary features, such as connectivity to IRA custodians for automated investments from investors self-directed IRA accounts.

SALES OPERATIONS: We deployed HubSpot sales, marketing, CRM, and reporting to manage and analyze our pipeline of entrepreneurs/customers and automate our investors’ communication.

TRACTION: After vetting well over 1000 startups, we have signed exclusive listing agreements from companies that will launch on our platform beginning in August 2020, and an escalating pipeline.

GAME-CHANGER: It was a matter of time before our funding limit was going to increase. We have been biding our time and lobbying the SEC. In May 2020, the SEC approved an increase in our funding limit from $1.07M to $5M, a game-changer for us.

Investment Crowdfunding Industry Primer

Does this require, and do you have a broker-dealer license?

We are not required to have a broker-dealer’s license. We are a FINRA-approved Funding Portal, registered with the SEC.

I don't understand who your customer is?

Our customers are entrepreneurs with investible companies, strong coachable teams, and have the wherewithal to acquire a crowd of investors.

I don't understand the space.

We have created a place where the everyday investor can get in early to invest in companies they believe in before they get acquired or go public. This is an opportunity for smaller investors to participate in a potentially enormous upside of world-changing companies without big brokers, big brokerage fees, and exclusivity that favors large investor pools of money.

An excellent primer is the very current CCA report Regulation Crowdfunding Industry Review downloadable from our investor presentation page.

Pro Forma Financials

Do you have tax on the equity you receive?

The 2% fee received in securities is included in revenues and is, therefore, included in the calculation of taxable income. The securities held will be marked to market as time goes on for financial reporting purposes. For tax purposes, Title3Funds will review with tax counsel the appropriate and most advantageous way to handle the securities, whether to elect M-to-M treatment or just hold the securities until disposition and recognize ST/LT gains and losses.

Do you have any assumptions around a raise failing?

This model is net of failed raises. Our vetting criteria only onboards companies with lead investors and a marketing budget large enough to acquire investors to complete their fundraising.

Industry statistics do not apply to our model, not apples to apples. Other companies allow anyone onto their platform, while we only allow funded companies.

What is the COS?

COS expenses include investor accreditation services and the fees for the “marketplace-as-a-service” platform.

In Year 1, you have $435,500 raised per issuer. Then in Year 2 and beyond, it jumps to $1,323,800. Is this realistic?

The approved SEC funding increase from $1.07M to $5M is behind this. The quality of companies and teams will change from Pre-Seed to Seed and Series A.

Your deal flow growth looks aggressive. Can you explain it?

Equity crowdfunding is a nascent industry, and we believe the growth will be robust as entrepreneurs and founders discover this new way of raising capital for their companies. V.C.s are refocusing and holding dry powder for portfolio companies hit by the pandemic, and the fact that the SEC just increased the funding limit from $1.07M to $5M are also drivers in our deal flow growth.

Can I assume the growth from Y1 to Y2 doesn't double because Y1 is a partial year?

Y1 is a full 12 months. Levers in the model include the number of companies onboarded, the average amount raised per company, the number of investors, and the increased investment limits under the law. The full pro forma is available for review.

Business Model

How are you protected legally?

All companies must file SEC Form C before they go onto our platform. We are responsible for bad-actor checks, which we refer to a qualified 3rd party. We are a passive platform with no more obligation than this.

We go a step further by focusing on safety and simplicity for investors:

  • One exemption: Regulation Crowdfunding
  • Two investment products: Equity and convertible notes only
  • No “gotchas” like SAFE and KISS securities
  • Simple Listing Agreement
  • Simple Escrow Contract
  • SEC Form C filing by LawCloud and their iDisclose Technology
Describe your business model.

We onboard companies with the wherewithal to acquire enough investors to complete a successful fundraising campaign. We earn a success fee of 7% cash plus 2% securities of the amount raised. If a company raises $5M, we earn $350,000 in cash plus $100,000 in equity, so we have a stake in the upside of every company that goes onto our platform.

In other words, companies pay for investor acquisition, and they build our long-term investor base. We use our marketing dollars to attract these companies.

Differentiation

What are the plans to generate business leads?

For business leads, meaning deal flow, we have engaged Digital Niche Agency (DNA) in L.A. since September 2019. We continue reaching out to founders on LinkedIn and Facebook with remarketing campaigns. DNA manages our social media channels and our lead funnels, utilizing our HubSpot sales and marketing tools to contact entrepreneurs and investors.

Before the pandemic, we went to pitch events and networked with angel groups, V.C., and the entire startup ecosystem. We’re active online; we hired Melrose PR to place articles in various media and interviewed about our platform in multiple webinars and fireside chats attended by investors, startups, and the rest of the venture community.

We have excellent relationships with incubators, accelerators, and referrers who refer deals that we pay them for if they launch on our platform.

Is the 9% fee competitive?

We created comparison charts, and yes, our fees are competitive, and we are keeping these charts up to date. We’ve spoken to 1000+ founders about being on our funding platform, and we are not getting pushback on our fees. We believe our fees are in the sweet spot among our competitors, and our structure is simple to understand.

Low fees are not the driving factor to sign entrepreneurs to raise on our site. It’s about relationships, advising them on valuation, introducing them to best-of-breed partners, and walking entrepreneurs through the process.

Who are the competitors?

None of our competitors are exclusively Regulation Crowdfunding. Here are the five most active equity crowdfunding sites:

  1. StartEngine. StartEngine was involved with the SEC and Congress early on to help pass the 2012 JOBS Act. StartEngine was also home to the first successful Reg A+ funding of Elio Motors, which in February 2016 raised $17M from more than 6,000 unaccredited investors. StartEngine does not appear to perform more than the minimum due diligence required (like criminal background checks on key stakeholders), and in fact, they advertise a relatively fast turnaround time (48 hours) for companies looking to begin a fundraising campaign on their site. There’s a wide selection of choices but note that it’s a very different approach than the “1% of startups who apply” model from another site like SeedInvest. StartEngine has a $190M valuation.
  1. MicroVentures. MicroVentures was among the very first online venture-investing platforms. Founded in 2009, they started by offering traditional angel and venture investments to accredited investors, but in smaller dollar amounts and exclusively online. They have a strong track record and history, including having offered investments in Facebook, Twitter, and Yelp before each went public. They’ve done more than $100M in transactions, and they emphasize the quality of their due diligence for companies offered on their platform (and they even speak by phone with every investor who signs up).
  1. Wefunder. Like MicroVentures, Wefunder was also an early player in online angel investing, and they have been aggressive in branching out into other forms of crowdfunding investments as new regulations have come into effect. They have helped fund more than 150 startups (totaling almost $40M in funding raised from nearly 100,000 investors), including some well-known brands like Zenefits. Wefunder has also started offering Investment Clubs as another curation vehicle for investments (which they refer to as “Wefunder-in-a-box”), allowing users to create their own funding portal. Wefunder is a graduate of the vaunted Y-Combinator startup incubator, and the founders personally helped lobby the SEC and Congress to pass the 2012 JOBS Act and were even invited to the 2012 signing ceremony.
  1. SeedInvest. SeedInvest was founded in 2011 and launched in 2013. Like Wefunder, Seedinvest’s founders participated in discussions with the SEC and Congress to help pass the 2012 JOBS Act. SeedInvest is one of the few platforms to offer the full crowdfunding trifecta of Reg D, Reg A+, and Reg C.F. investments. SeedInvest advertises that they accept just 1% of the startups that apply, yet still offers a nice selection of products and companies from multiple industries. SeedInvest was recently acquired by Circle, backed by Goldman Sachs and others.
  1. Republic. Republic launched in July 2016. The founders include alums from both Uber and AngelList, bringing strong startup credibility to the table. They are distinguishing themselves among Title III Funding portals with a standout social user interface, including neat features like investment groups and ultra-low minimums (as low as $10 for some investments), which is quite small among crowdfunding portals.
What long-term competitive advantages do you have?

Title3Funds is the only company to have a “Transfer from IRA” button during the checkout process linked to self-directed IRA custodians who encourage their clients to diversify into the new asset class of crowdfunding securities.

Our “use of funds” includes building a proprietary API for distribution to retirement account custodians who will do the work of building hooks from their accounts to our investments.

What differentiates you from the others in the space?

We are the only funding portal that focuses exclusively on Regulation Crowdfunding, Title III of the JOBS Act (our namesake).

Other funding portals pivoted to Reg A and Reg D because the $1.07M funding limit was too low to scale. We held back our launch for the $5M funding increase. Reg CF is less expensive for founders and requires much less reporting than Reg A and Reg D offerings. We are the only company vetting companies raising $5M for Seed and Series A for Reg CF, which with the SEC rules change, is now more attractive than Reg A and Reg D.

Our team comprises crowdfunding pioneers with deep relationships in the industry and experience in finance, financial compliance, and eCommerce.

Total Addressable Market

I've been reading a lot about the growth of the industry. I'm curious about what the TAM is and how it will grow.

Anyone 18 years and older can invest, including foreign investors.

According to demographics, there are approximately 215 million U.S. citizens over the age of 18, many who will want to invest in the companies, products, and services they believe in. 10% are accredited investors who now, with new SEC rules, have no limit on how much they can invest in crowdfunded securities.

There are multi-billions of dollars in self-directed IRAs. Custodians recognize crowdfunded securities as a new asset class and encourage their customers to look at these deals for diversification.