simple agreement for future equity
Auto Added by WPeMatico
Founders: How well do you really understand seed-stage financing?
I’ve fundraised a lot. Tactically, fundraising is a skill like any other. You get better the more you do it. But practicing gets you nowhere if you don’t have a strong foundation in understanding a fundraising round’s core components.
As a founder, you will understand less than investors when it comes to fundraising. For investors, negotiating with founders is their full-time job. For founders, fundraising is just a small part of building a business. Understanding the basics of venture financing can help founders raise on better terms.
We’ll cover:
- How financing works: SAFEs versus equity rounds.
- How much to raise.
- How to arrive at your valuation.
How financing works: SAFEs versus equity rounds
As a founder, you will understand less than investors when it comes to fundraising.
Venture financing takes place in rounds. The first stage is the pre-seed or seed round, then a Series A, then a Series B, then a Series C and so on. You can continue to raise funding until the company is profitable, gets acquired or goes public.
We will focus here on seed-stage funding — your very first funding round.
SAFEs
Post-money SAFEs are the most common way to raise funding. These documents are used by Y Combinator, angel investors and most early-stage funds. You should raise on post-money SAFEs using standard documents created by YC. Standard documents have consistent terms that have been drafted to be fair to both investors and founders.
By using the standard post-money SAFE, your negotiation can focus on the two terms that matter:
- Principal: The amount you want to raise per investor.
- Valuation cap: The value of your business.
Powered by WPeMatico
What founders need to know about pro rata rights
Andy Sparks is the co-founder and CEO of Holloway, a publishing and technology company that creates comprehensive, practical guides researched, written, and refined by experts.
In the context of a term sheet, pro rata rights (or pro rata) govern whether investors may continue to invest in subsequent rounds of funding in proportion with their ownership. Investors with pro rata rights can invest in the company’s next round an amount that will allow them to maintain their ownership percentage.
This is an excerpt from the Holloway Guide to Raising Venture Capital, a comprehensive resource for founders of early-stage startups, covering technical details, practical knowledge, real-world scenarios, and pitfalls to avoid. Read our accompanying article about the company over on TechCrunch.
Pro rata is Latin for “in proportion.” Most people are familiar with the concept of prorating from dealing with landlords: if you’re entering into a lease halfway through the month, your rent may be prorated, where you pay an amount of the rent that is in proportion to your time actually occupying the property.
Almost all investors try to negotiate for pro rata rights, because if a company is doing well they want to own as much of it as possible. After all, why not double down on a winner than use that same money to invest in a newer, unproven company? In the 2018–2019 fundraising climate, though, it’s safe to say we’re at “peak pro rata.” Everybody wants pro rata, even those who don’t entirely understand how it works or affects companies.
Some founders include a major investor clause in the term sheet, which reserves certain rights and privileges to those they deem “major investors,” based on amount invested or number of shares purchased. Whether to grant pro rata rights to all investors or only those above a major investor threshold is a tricky decision for two reasons.
Powered by WPeMatico
Y Combinator is changing up the way it invests
To keep up with the growing sizes of early-stage funding rounds, Y Combinator announced this morning that it will increase the size of its investments to $150,000 for 7 percent equity starting with its winter 2019 batch.
Based in Mountain View, Calif., YC funds and mentors hundreds of startups per year through its 12-week program that culminates in a demo day, where founders pitch their companies to an audience of Silicon Valley’s top investors. Airbnb, Dropbox and Instacart are among its greatest successes.
Since 2014, YC has invested $120,000 for 7 percent equity in its companies. It has increased the size of its investment before — in 2007, a YC “standard deal” was just $20,000 — but the amount of equity the accelerator takes in exchange for the capital has been consistent.
“We thought a $30K increase was necessary to help companies stay focused on building their product without worrying about fundraising too soon,” Y Combinator chief executive officer Michael Seibel wrote in a blog post this morning. “Capital for startups has never been more abundant, and we’ll continue to focus on the things that remain hard to come by — community, simplicity, advice that’s systematic and personal, and above all, a great founder experience.”
Seibel was named CEO in 2016. Co-founder Sam Altman serves as YC’s president.
YC is also changing the way it crafts its investments. It will now invest in startups on a post-money safe basis rather than on a pre-money safe. YC invented the fundraising mechanism, safe, in 2013. A safe, or a simple agreement for future equity, means an investor makes an investment in a company and receives the company stock at a later date — an alternative to a convertible note. A safe is a quicker and simpler way to get early money into a company and the idea was, according to YC, that holders of those safes would be early investors in the startup’s Series A or later priced equity rounds.
In recent years, YC noticed that startups were raising much larger seed rounds than before and those safes were “really better considered as wholly separate financings, rather than ‘bridges’ into later priced rounds.” Founders, in the meantime, were struggling to determine how much they were being diluted.
YC’s latest change, in short, will make it easier for founders to know exactly how much of their company they are selling off and will make capitalization table math, which can be extremely grueling for founders, a whole lot easier.
The pre-money safe has been criticized by founders and investors alike.
Last year, a pair of venture capitalists who’d worked with YC companies, Dolby Family Partners’ Pascal Levensohn and Andrew Krowne, wrote that the safe method was screwing over founders.
“Entrepreneurs who don’t do the capitalization table math end up owning less of their company’s equity than they thought they did. And when an equity round is inevitably priced, entrepreneurs don’t like the founder dilution numbers at all. But they can’t blame the VC, they can’t blame the angels, so that means they can only blame… oops!”
A transition to a post-money safe will eliminate that cap table math headache while still being simple and efficient. The trade-off, YC says, “is that each incremental dollar raised on post-money safes dilutes just the current stockholders, which is often the founders and early employees.” So it’s not perfect, but it’s an improvement.
Recent YC grad Deepak Chhugani, the founder of The Lobby, which announced a $1.2 million investment this week, had a positive response to the changes and said either way, most of the resources provided by YC are priceless to a first-time founder, like himself.
“I think given rising costs in the Bay Area and most startup hubs, the new YC deal is going to be great for founders, regardless of whether they stay in the Bay Area afterward or not,” Chhugani told TechCrunch.
YC is also tweaking its policy around pro-rata follow-ons. You can read about that here.
Powered by WPeMatico