Women In Business And Blockchain With Irina Berkon

NTE 59 | Women Business Leaders

 

Statistics have agreed that many women-led companies run better. In this episode, Irina Berkon, the Managing Director of Golden Seeds and IBLS Global, talks about her experience and challenges in raising money as a woman. Running two companies, she differentiates both and discusses the components to her connection to blockchain. She then shares some reasons why teams or companies managed by women are ran better. Moreover, Irina talks about an article she wrote on the huge Telegram case and SEC clarifying their regulations on tokens and then moves on to compare SAFT and SAFE.

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Women In Business And Blockchain With Irina Berkon

UPDATE: Here is the latest on what Telegram’s response has been to the SEC. Some people are glad to see Telegram sticking up for themselves. What do you think? Comment on Social Media or email us at newtrusteconomy@gmail.com.

I’m here with Irina Berkon. She’s the Managing Director of Golden Seeds and IBLS Global. Thank you so much, Irina, for meeting with me.

Thank you, Monika. It’s great to see you.

It’s nice to see you as well. I feel like we’re in many chat rooms and we are in many conferences and this is so formal compared to how I usually run into you. I realized that you have two main components to your connections to blockchain. They’re through the two managing director positions that you have with Golden Seeds as well as IBLS. Can you talk a little bit about the differences between these two companies that you are closely involved with?

IBLS Global is a company that I launched. It is a CFO, COO and a legal consulting firm where I help companies with their back office, finance, legal operations. Most of my clients are across border between the US and Europe. I take the company. I bring them to the countries, get them set up, get them operational, make sure that they’re in compliance with all the regulations and help them on their way to achieving any of the goals that they have. Sometimes their goals are fundraising, sometimes their goals are expanding their markets for their products. We work with them on different projects like that. I have a team. We’re very excited because we have a lot of big diversity of clients that range from blockchain, cybersecurity, smart tech, data science. We were a little bit about everything. Golden Seeds is an Angel fund in the US. We have a little over 300 members where we get together and invest in companies that are women-led. One of our very important criteria is an executive or founder has to be a woman in order for us to invest in the company.

I’ve read some articles about profitability and returns that can be expected or that have been expected in the 3 to 5-year range of investments in companies and whether a woman was leading them or not. We all know that there are a lot of specific challenges to raising money as a woman. I can speak to those myself. I’m sure you’ve been on both sides before, but what are some of the things that you’re looking to solve? What are the challenges that you saw that you particularly wanted to look at? Was it that you knew you were missing out on profitability or was it something else that you wanted to change?

The way I like to talk about it is there are two reasons that we do it. Maybe personally I do it. One of the reasons is it is very difficult for women to raise money. There are statistics about it. Only 35% of companies that come to Angels get funding than a women-led. When it comes to VCs that’s a much smaller number. Only 2% of the companies that VCs fund are women-led. It is more difficult. There are various reasons for that, which we have Golden Seeds look into. As a whole in the US, we look into what the reasons are and try to solve those reasons.

The other way I look at it is there are also very many statistics about companies that are women-run performing better. They don’t have to be necessarily women-founded, but if there is an executive on the team that’s a woman, statistically or historically the company is run better. They need less funding to succeed. They can do more with the funds that they raised. They’re more innovative. There’s a lot of very positive criteria. We see ourselves as securing our money that way by ensuring there is this woman or somebody on the executive team that we know will get the company to the right place faster. That’s the reason I joined the fund.

Is that common that you feel most of the people that have joined this fund know specifically someone on the teams of companies that you’re going to invest in, that they know they’re going to be well stewarded by these women? Is it a broader net that you cast beyond a network of people that you know?

It’s a much broader net. The fund has been around for many years. We’ve invested in about 180 companies. We don’t usually know the women that come to us or the teams that come to us. We have a lot of deals full ways to bring businesses in. We do a lot of coaching. We do a lot of advising. We sit on the boards of most of the companies. We invest in whether it’s advisory boards or otherwise. This is one of our thesis, the criteria. This is one of the things that we look for in the company we want to invest in.

What else do you look for in companies that you want to invest in? It has to be female-led to some degree. There’s got to be some opportunity for you to sit on the board.

We are investors so we want to make money. We have pretty strict criteria just like any Angel investment fund. We look for the top companies in the space when they come to us, whether it’s technology. We invest in the medical field, medical devices. We invest in consumer products. We’ve had some successes just like in any Angel fund. We’ve had some companies that did not succeed the way we wanted them to. We do look at the proper businesses. I joined the fund and my goal is to try to bring some compliance, legitimate blockchain projects to invest in, which historically I don’t think there’s been a lot of investments in that space. That’s where I cross my IBLS and the Golden Seeds ads where I try to find some projects to work with and bring them to the investors.

How did you first get started in blockchain?

If there is a woman executive on the team, statistically or historically the company is run better. Click To Tweet

We were talking about living in San Francisco or New York. I was walking down the street in San Francisco and a blockchain project fell on my head. They come as random as that. I had an acquaintance who I met a few times. He started a blockchain company. He was doing an ICO and he asked for my help. I started helping that company with fundraising. It was marginally successful when old ICOs were pretty much dying at their market. I got into it that way. I did a big roadshow. I traveled all over the world, all over conferences and did millions of pitches. After that, I realized that this is a technology that I want to keep my finger on the pulse of. This is very interesting. We’re at the very beginning of it, both from the technical and from the compliance standpoint. I’ve been in it ever since in various capacities.

What were the first capacities that you were involved in? Was it mostly advisory or were you a student of it where you’re going from conference to conference learning and absorbing all that you could?

I was the CFO of that company that was raising the money. As part of IBLS Global, this was one of my clients. For about four months, I was running their investment process for the company.

How did that particular project end up going? ICOs are not something that we hear a lot about firsthand, especially from a CFO perspective. Most ICOs that I’ve probably heard about and most people have heard about, they didn’t have anybody doing compliance CFO or anything. It was like a “Fly by the seat of your pants” situation. It sounds very unique that you were in a CFO position.

It was a European company. After a very short period of time, I realized that there was no way we were going to succeed as an ICO. I recommended to the team to stop the ICO process, which we did. We did a traditional raise and the team went off to use that money to build the product. We can call it failed, but as we learned more about the market, the compliance and the complexities of it, we decided that was not the right way to go.

I’ve also seen many companies go that way as well. When you talk about your reasons, are there philosophical reasons as well as investment reasons? There was an article that came out saying that women-led companies are more profitable. Are there other philosophical reasons or something larger and broader that has brought you not only to the blockchain space but female-founded or female-stewarded investments?

NTE 59 | Women Business Leaders
Women Business Leaders: Cross border payments are very important for women especially with the application of blockchain and having Bitcoin.

 

There were maybe different questions. For blockchain, what I’ve realized is there are some real applications of blockchain that are being worked on. A lot of companies are not quite there yet. We’re comparing ourselves with the dot-com and the internet and how we’re still in the dial-up stage of that. I’m not technical. I’m a CFO by trade so I can’t talk about whether the technology is going to succeed. What I’ve seen with the application of blockchain and the result of having Bitcoin is cross border payments are very important. They’re important for women because women are minorities and sometimes they don’t have the same access to banking.

They’re important for anyone who is underbanked in the world. Sometimes it’s women, sometimes it’s not. You can’t send $0.20 wire from the US to Europe. For you and me, maybe $0.20 is not a big deal but to some people it is, especially in countries where there is no banking at all. You can’t set up your business. You can’t do anything without this. Bitcoin solved that problem for a lot of those countries and people. Again, it’s not going to change my life or maybe your life living here in the US. We can get any credit card we want. There are people whose life it could change. If it’s done legitimately with proper compliance and technology, it would be tremendously beneficial for those people and the rest of the world.

I know you were talking about being an interim CFO and being in that position. You said something about your accounting background. Is that what you went to school for? Is that how you started out? What was your background in terms of accounting and numbers?

I’m a CPA by training. I worked at a public accounting firm for the first ten years of my career. I worked at a company that did an IPO. I was very closely involved with the SEC. Throughout my accounting career, I was an auditor so it was a lot of work. My work was mostly done on ensuring that there’s compliance with all the regulations, whether it’s SEC regulations, banking or Sarbanes-Oxley. I come from the space of here’s the rule we have to follow. The SEC has been around for a long time. There is a reason for that. In this digital asset space, this blockchain and crypto are pushing a lot of boundaries.

Speaking of which, you did write an article about issuing a ruling to Telegram by the SEC. Can you talk a little bit about what’s the content and also what made you want to write it? There’s an interesting story there. You were in an interesting place to have seen that sudden judgment come out publicly.

It was very interesting. I was at a conference in Russia called Blockchain Life. As part of that conference, as a side event, there was also a conference put on to explore Telegram’s offering. There were investors and other experts there. Two days before then that the SEC came out with a complaint that asked Telegram not to issue their tokens. There was a lot of anxiety. There were a lot of opinions floating around about that. I come from the US, for me, it’s a no-brainer. I understand you have to be compliant if you want to do something. There are boundaries you can push, but there are rules and regulations. I was listening to people who are not quite in that space and to me it was this big shock, “How could you not understand that?”

With SAFT, you’re getting a token. With the SAFE, you're getting equity. Click To Tweet

The reason I wrote it is to clarify a few things and confusion. I’m not trying to justify either one way or the other. I’m not saying the SEC is right. I’m not saying Telegram was right. There is a lot of confusion and a lot of opinions about it. The compliant cryptocurrencies in the US are Bitcoin and Ethereum. There are a couple of others that are coming up that are getting certain green lights from the SEC. The SEC went on to say why Telegram’s token is considered a security token. Whether right or wrong, the SEC has regulations that define whether it’s a security or not and it was defined as security. As a result, because it’s a security, there’s reporting that the company has to do if they’re going to sell the security to the public. That’s what I was trying to clarify with that. That’s what the SEC was trying to do in a very long letter at the very last minute in a relatively convoluted way.

Have you seen this kind of judgment come out to multiple other companies similarly?

There’s been some history with the SEC came out and either asked or ruled on. The ILS got a certain ruling by the SEC. ILS got a fine for selling securities to US citizens that were outside of the SEC compliance.

Do you know what that fine was?

It was $24 million. That’s a drop in the bucket for ILS. There were other companies who’ve got a much bigger fine, which shut them down as I recall. There were reasons and every time the SEC does a ruling as that and something gets sold, it sets a precedent. Unfortunately, with Telegram, that’s exactly what they’re doing as well. With ILS, they set a precedent in terms of if you do this and then you do this, you get this outcome. With Telegram, that is exactly what’s going to happen as well. I have a client who is looking to do a security offering. After we read together the SEC complaint and Telegram’s response, we sat down and started brainstorming what we need to do to make sure we don’t end up in the same situation. I’m not a lawyer. There are various avenues to go to make sure that we don’t end up in that crossfires. Once the Telegram case is resolved, it’s going to set a very interesting precedent for everyone else.

The Telegram precedent was big too because their raise was enormous. They were so well-positioned to raise. It was easy for them, but wasn’t it more than a handful of US investors that somehow they accepted. Technically with the PPM, they can have under 35 investors on a Reg D anyway, unaccredited investors and they had 34. It’s a strange thing to see that they got their wrist slapped over 34 investors technically when 35 would be the threshold. I noticed that it’s a very interesting number that they stopped at and still they got this, not a judgment, but at least this communication.

NTE 59 | Women Business Leaders
Women Business Leaders: Pretend the token is your equity because you can’t go trade equity on some exchange that’s not regulated or that’s not compliant with the SEC.

 

They raised $460 million something. There was a threshold there as well. That was part of what I was trying to research and discuss in my article. It wasn’t even that those investors, it was the fact that Telegram was going to list their token without any lockup immediately after the release on various exchanges, which the US citizens would have access to buy it and to trade it. From what I understand, the lockup was done on the SAFT but the lockup was not done on the actual tokens. Even not all of the SAFT had a lock-up, which that was what I took away from. It was a misunderstanding. Some people say just give back the US investors’ money. That wasn’t part of the solution. The solution was that it is going to be listed on the exchange before it is a utility token or while it’s still considered a security and US investors could get their hands on it. The unaccredited investors wouldn’t be protected at that point.

For our audience, can you explain what a SAFT is? People are like, “What is that?” Average people don’t do that.

A SAFT is a piece of paper that says when we release a token, you will get it. It has all the conditions in terms of getting that token.

Can you compare this to a SAFE? Being an Angel investor, I imagine you’re very familiar with a SAFE. Therefore, a SAFT is the same thing.

It’s the same thing, but we know with SAFT, you’re getting a token. With the SAFE, you’re getting equity. I’m not a lawyer, but when I see those, they’re equivalent to me with a SAFE, you’re getting an equity of the company when that equity is issued. It’s usually not a digital asset. With the SAFT, it’s a digital asset. It’s a token that you get.

As an investor, it sounds like SAFEs and SAFTs are what companies see sometimes, but maybe that’s not something that you see often. Do you mostly see companies raising on other vehicles, like convertible notes?

In this digital asset space, this blockchain and crypto are pushing a lot of boundaries. Click To Tweet

At Golden Seeds, we see SAFEs, we see convertible notes and everything beyond that when we have price rounds. What’s interesting is in California, investors will look at a SAFE. In New York, they don’t want to touch a SAFE. They want a convertible note. That always goes with East Coast, West Coast. West Coast, we are in it for the entrepreneur or we are looking for the upside. East Coast is calculating how much money they’re going to lose right away. SAFEs are less safe for the investor. Convertible notes are more secure for the investor. I’ve seen some companies run into issues where they can’t fill their rounds because they won’t issue in the right instrument.

To give a little information for our audience, a convertible note is something where an investor can invest money, give the money to the entrepreneur and to the founders, the team, it can be spent. After a period of time, it can convert into debt that can need to be paid back at a certain rate or because it’s been accruing interest. Whereas a SAFE technically stands for a Simple Agreement For Equity. When that’s a simple agreement for equity, it says, “I bought this much of your company and it’s mine.” It doesn’t become debt at any point. It’s “I own it too. I have 10% of your $5 million company. This is what I put in. I put $500,000 in and that’s what I get.” A Simple Agreement For Token means I don’t have any equity in your company. It’ll never convert to debt, but you issued this much token and this many tokens. When they come out, I own this much of them. I’m going to pre-purchase at some incentivizing rate. This token is the currency that you as a company are going to make useful or so you say. Those are the three that were talking about.

To add to that, Simple Agreement For Future Equity and for Future Tokens. It’s presumed that now we don’t have a token and we don’t have this equity issued, but in the future, we will. That’s another one of those unsecure or unknowns. Telegram was supposed to issue the future tokens and they didn’t. Now those future tokens are going to be issued according to them. It’s an unknown period of time. Usually it’s specified, but still it’s a very long or unknown period of time until you get that equity or the token that you have invested in via SAFE. Whereas a convertible note has a timeframe. This notice for two years. After those two years, you either repay it or convert it to equity. Here’s the interest and whatever are the terms you have.

I’ve talked to people, mostly attorneys in this space and I’ve only once seen an investor called due the debt of a convertible note. They typically go, “We’re going to take more equity at this point.” They can start eating way more equity because the idea of taking debt. I’ve only heard of one instance and it was some very real estate related investors. They are people that understood debt as it relates to real estate and that means it comes due when you pay it. They basically bankrupted their own company that they have owned a part of. They required ultimately a zero-sum game and a zero-sum outcome because they called to due the debt that couldn’t be paid rather than convert it around in which they could capture more equity without the further investment of money or a minimal investment for greater return. I’ve only heard of those coming due once with real estate related investors that wanted to do that. Usually, it doesn’t serve anyone to call that due when they can convert it anyway.

It’s helpful if the company is in trouble and they go into bankruptcy. You are one of the first in line to get repaid for each of the convertible.

If there’s anything to repay with. I know that you wrote this article. You were talking about wanting people to know what your impressions were about this Telegram judgment or at least communication. Are you going to be writing more articles in the future?

I’d love to partner up with some lawyers to do it with because they think there’s a lot of legal interpretations. I’m not a lawyer but I come from the SEC finance compliance side. I’d love to write more. I would like to write maybe a guide on how to do a security offering without expecting a letter like this. I started working on that with a company. We started brainstorming. One of the things is to make sure your token is not on any exchanges. Don’t even talk about it. The way I think about it is pretend the token is your equity. You can’t go trade equity on some exchange that’s not regulated or that’s not compliant with the SEC. Pretend that’s your equity up until a certain point. I am going to probably write something when the judgment comes out or when there is a resolution of Telegram. Because it is going to be a very important precedent. We’ve had a lot of those in the dot-com times as well. It’s moving in the right direction even though people are frustrated with the SEC’s speed and the way they do things, but it is moving in the right direction.

Thank you so much for talking about this and coming on to discuss this, so some of our audience can learn about what this judgment about Telegram says and what the SEC is trying to figure out. It’s a little odd that this global leader, this first world country seems to be the one that’s falling the furthest behind when it comes to figuring out what to do with new currencies. Thank you so much, Irina.

Thank you so much, Monika. I’m very happy to talk to you anytime especially about this.

Be sure to reach out and let me know the next time you write something, a big thought piece or you’ve put out a guide. It would be great for more people to see that and know that they’re going to issue a security properly or if they’re going to be able to buy securities that they weren’t able to buy before. It’s going to be an exciting time as this asset class matures. Thank you so much. We’ll catch you in the next episode. Thanks.

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About Irina Berkon

NTE 59 | Women Business LeadersI am a proven finance and accounting leader, CPA with over 15 years of progressive hands-on experience in corporate finance.

I bring solid background in the fields of IPO, start-ups, M&A, financial audits, international accounting and tax structure (US, RU, EU), corporate strategic planning and development, and financing activities.

My broad network includes senior legal, finance, corporate, HR and banking relationships.

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