The document provides an overview of a presentation on raising seed funding for startups through convertible notes and SAFEs (simple agreements for future equity). It discusses important caveats, the presenter's background, structural considerations for startups, financing options like convertible debt/equity and venture rounds, key terms for convertible securities, common valuation and dilution concepts, potential pitfalls, and answers questions. The presentation aims to help entrepreneurs understand how to structure early-stage financing and what to consider when negotiating convertible notes or SAFEs.
Intermediate Accounting, Volume 2, 13th Canadian Edition by Donald E. Kieso t...
11.24.20 how to Raise Seed Funding for Your Startup: Convertible Notes and SAFES
1. How to Raise Seed Funding for Your Startup:
Convertible Notes and SAFEs
Presented on November 24, 2020 by Jason Putnam Gordon
Email: jgordon@polsinelli.com
2. 2
• Today’s Discussion is General Information – Not Legal Advice
• We will be discussing rules and exceptions. Those rules, exceptions, and
exceptions to the exceptions may not be applicable to your situation.
• You need to retain competent legal counsel to review all facts and
circumstances before weighing in with advice.
• Off-the-cuff answers to your questions are not, and should not be taken as,
legal advice.
Important Caveats
3. 3
• My Background
• Structural Considerations
• Considerations When Pitching Investors
• Financing Options
• Key Terms and Considerations for Convertible Securities
• Overview of Valuation and Dilution
• Common Pitfalls
• Q&A
Overview
4. 4
• Venture Capital and Emerging Growth Company attorney- practicing law
since 2005.
• Polsinelli is an Am Law 100 firm with approximately 900 attorneys in over
twenty offices throughout the US.
• My office is in San Francisco, but I work with companies throughout the
US and the world.
• I love working with entrepreneurs on financings and as outside general
counsel.
My Background
7. 7
• Compliance with securities laws.
• Investors with whom you have a preexisting substantial
relationship.
Considerations When Pitching Investors
8. 8
• Convertible Debt/Equity
Also known as bridge notes
Convertible debt is the parent of convertible equity, which
can also be known as a SAFE Instruments
• Venture Rounds (different presentation)
Series Seed and Series A
Financing Options
9. 9
• Convert to future equity securities at a negotiated discount to a
future qualified equity financing
This avoids valuing the company
Far less expensive than Series Seed or Series A round
Convertible Securities
10. 10
• Maturity*
• Interest Rate*
• Conversion Terms
• Amendment Terms, e.g., majority in interest
• Remaining Terms
It’s not that common to negotiate these
• (*For Convertible Notes, not SAFEs)
Convertible Securities (Cont.)
11. 11
• Generally up to 18-24 months
Should be trying to time this with some cushion when you’ll
have a venture round.
• Pay attention to California Financing Law, which applies to persons
“engaged in the business of a finance lender or broker.”
Make sure the financing fits into an exemption.
Maturity*
12. 12
• Can be as low as AFR.
Otherwise, imputed interest issues.
• Can be as high as 10% in CA
Double check the usury laws.
Interest Rate*
13. 13
• Mandatory conversion at a discount of price paid in
Next Qualified Financing
Series Seed/A needs to meet the definition of a “Qualified
Financing”
Equity financing
Minimum size, e.g., “$2,000,000”
Discount has to be reasonable or later investors will not go for
it. 20-25% is typically reasonable.
Conversion Terms
14. 14
• Conversion Price Cap
• Conversion upon a change of control/sale
• Optional Conversion upon maturity or something less than a qualified
financing
Conversion Terms Cont.
15. 15
• Convertible Notes – Generally one or two documents (in addition to
corporate authorization and/or side letters)
Purchase Agreement and a Convertible Security
• SAFEs – Generally one agreement (in addition to corporate
authorization and/or side letters)
Structure
16. 16
Non-Compliance with Securities Laws
Thinking that there are “standard” terms
Finders
Side Letters
Failure to obtain proper corporate authorization
Common Pitfalls
17. 17
• Convertible Securities
Upsides:
Most common; cheaper, simpler;
No valuation of the company, nearly impossible at this early stage,
and helps justify law FMV for stock options/restricted stock
Downsides (At least for Convertible Notes)
This is debt and may be required to be paid at some point
Extra liquidation preference above all other equity, unless otherwise
handled
Decisions Decisions
18. Foundational Basics – Valuation and
Dilution
Pre-money valuation – the value of the company before the next round of
investment.
Post-money valuation – the value of the company after the round of investment.
19. Foundational Basics – Valuation and
Dilution
Very Simple Example (not factoring in the option pool or any other
equity):
Pre-money $10,000,000
10,000,000 shares split among three equal founders
Founder A = 3,333,333 shares or 33%
Investment $3,000,000 at $1.00/share ($10,000,000 pre-money/10,000,000
outstanding shares) (Post-money is $13,000,000)
Founder A = 3,333,333 of ~25% with a paper value of $3,333,333
(If there had been $500,000 convertible security with 25% discount only, holder would have
received 666,666 shadow shares.)
(If there had been a $500,000 convertible security with $5MM cap only, holder would have
received 1,000,000 shares. $500,000/(5,000,000/10,000,000)
20. Foundational Basics - Example
Continued
Subsequent Round:
Pre-money is $30,000,0000
Investment is $10,000,000 ($30,000,000/13,000,000 shares =
(~$2.31/share)
~4,329,000 shares to new investor (=$10,000,000/$2.31)
Total outstanding shares post close is 17,329,000
Founder A – has ~19.2% (3,333,333/17,329,000)
Previously, the stake was worth $3,333,333
Now it’s worth $7,699,999
Decrease in percentage ownership from 33% to 25% to 19.2%
Increase in value from ~$0 to $3,333,333 to $7,699,999
21. 21
• Subject to securities laws of US, states,
and potentially foreign jurisdictions.
• Potential Exemptions
Reg D
4(a)(2)
25102(f)
Reg S
Securities Laws and Potential Exemptions in CA
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