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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. Some accelerators will require you to “make room” for them in future financings up to a certain amount. Anti-Dilution. See: Startup Accelerator Anti-Dilution Provisions; The Fine Print.

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

Startup Company Lawyer

Convertible debt with a price cap seems to be the preferred structure for early-stage financings. Over the last 12 months, I’ve noticed a trend where early-stage startup companies raise seed financings of between $250K and $1M using a convertible note with a price cap. Is a priced Series A financing a valid alternative?

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WHAT ARE SUPER PRO RATA RIGHTS?

Scott Edward Walker

Over the past few weeks, two of my clients have received financing term sheets in which the investors requested super pro rata rights. Simply put, pro rata rights permit the investor to maintain its percentage ownership in subsequent financing rounds. Introduction. Pro Rata Rights.

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Building Convertible Debt into the Premoney Valuation

ithacaVC

Having a relatively small about of convertible debt on your balance sheet prior to your Series A financing is not a bad thing. Let’s assume the following: Common Stock outstanding: 3,400,000 shares owned by the founders. I am a big fan of convertible debt (with appropriate terms).

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Management Carve Out Plan

ithacaVC

The MCOP can serve a critical role as founders and other management team members are diluted down by rounds of financing or if their equity is not in the money. As the investors’ aggregate liquidation preference (ALP) increases typically the need for a MCOP also increases. A few key points to consider: 1.

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What is an employee retention or M&A carveout plan?

Startup Company Lawyer

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 common stock in a M&A transaction. Due to aggregate liquidation preferences that may exceed the acquisition price in an M&A deal, common stock may be rendered worthless.