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Most boards did some level of work to determine the FMV of a company’s stock but generally options were priced between 10% and 15% of a company’s then preferred price (because common equity sits behind preferred equity there is typically a discount applied to the FMV of commonstock to account for this “overhang”).
More traditional and comprehensive programs often require 5–8% of commonstock, but often provide between $20K and $100K up-front as well. Anti-Dilution. See: Startup Accelerator Anti-Dilution Provisions; The Fine Print. Entrepreneurs often celebrate faking it until you make it. Know that some accelerators do the same.
I typically advise issuing 50% to 80% of the authorized shares of CommonStock to the initial founders upon incorporation. Thus, if the certificate of incorporation authorizes 10,000,000 shares of CommonStock, an aggregate of 5,000,000 to 8,000,000 share should be issued at incorporation.
Tweaking convertible debt so that commonstock (instead of preferred stock) is issued for the conversion discount in order to limit liquidation preference overhang. Note: A better way to make convertible debt identical to a seed financing is to have the convertible debt convert into its own series of preferred stock.
That means, assuming a 1X liquidation preference, that the commonstock should be worth zero NOW simply based on the fact that the aggregate liquidation preference exceeds the M&A revenue multiples. Tough to argue that it is not reasonable. Worth some thought and discussion.
As the investors’ aggregate liquidation preference (ALP) increases typically the need for a MCOP also increases. The ALP is the total amount of $ that preferred stock holders are owed on a sale of the company under their liquidation preferences. A few key points to consider: 1.
Super Pro Rata Right” means a right of first offer to purchase up to 50% of the total amount of the next round raised in the aggregate of any Equity Securities (as defined below) the Company may sell or issue following the date of this Term Sheet.
Let’s assume the following: CommonStock outstanding: 3,400,000 shares owned by the founders. 62,000 of convertible debt outstanding with $13,700 of aggregate interest accumulated, which also converts as well in the qualifying round.
I was speaking at an event last month to a group of CEOs and was surprised by the number of CEOs that were worried about the value of their commonstock in a M&A transaction. Due to aggregate liquidation preferences that may exceed the acquisition price in an M&A deal, commonstock may be rendered worthless.
How They Do It: Aggregate data from travel data warehouses like ITA as well as indexing travel providers websites, provide this information to consumers in a highly customizable search engine. Interesting to note that Hafner and English own commonstock but also made meaningful investments in the Series A & B rounds.
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