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Cliff Notes S-1: Kayak ? AGILEVC

Agile VC

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 common stock but also made meaningful investments in the Series A & B rounds.

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What’s a Fair 409A Discount?

VC Adventure

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 common stock to account for this “overhang”).

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Comparing Startup Accelerators

Austin Startup

More traditional and comprehensive programs often require 5–8% of common stock, 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.

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How Many Shares Should be Issued to Founders at Incorporation?

The Startup Lawyer

I typically advise issuing 50% to 80% of the authorized shares of Common Stock to the initial founders upon incorporation. Thus, if the certificate of incorporation authorizes 10,000,000 shares of Common Stock, an aggregate of 5,000,000 to 8,000,000 share should be issued at incorporation.

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Is convertible debt with a price cap really the best financing structure?

Startup Company Lawyer

Tweaking convertible debt so that common stock (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.

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Rule 409A

ithacaVC

That means, assuming a 1X liquidation preference, that the common stock 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.

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Investor Nomenclature and the Venture Spiral

K9 Ventures

<$50K in aggregate. Common Stock. Convertible Note or Preferred Stock. Convertible Note or Preferred Stock. Preferred Stock. Preferred Stock. Preferred Stock / Warrants. Lots, 20-100. 1-2 per partner. Individual / Partnership. Individual. Partnership. Individual. Individual. Partnership.