Cap Tables, Startup Fundraising: Class 6

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Questions and Answers

What is a cap table, also known as a capitalization table?

  • A spreadsheet listing the company's securities, ownership, and prices paid by investors. (correct)
  • A report detailing the company's revenue and expenses.
  • A document outlining the company's marketing strategy.
  • A legal document outlining the company's articles of incorporation.

Which of the following items would you typically find listed on a company's cap table?

  • Outstanding shares held by shareholders (correct)
  • Detailed marketing campaign analytics
  • Customer acquisition costs
  • Employee salaries and benefits

Which term defines the number of shares a company is legally allowed to issue?

  • Unissued shares
  • Outstanding shares
  • Authorized shares (correct)
  • Treasury shares

What do 'shares reserved for stock option plan' represent on a cap table?

<p>Shares allocated for future employee equity grants (C)</p> Signup and view all the answers

On a cap table, what does 'fully diluted shares' refer to?

<p>The total number of shares if all possible sources of conversion (e.g., options, warrants) are exercised (B)</p> Signup and view all the answers

In the context of a cap table, what is the primary purpose of tracking 'fully diluted shares'?

<p>To help shareholders assess the potential impact of future equity grants on their ownership percentage (D)</p> Signup and view all the answers

What is a 'pro forma' cap table?

<p>A projected cap table reflecting changes after a financing event. (B)</p> Signup and view all the answers

Which scenario describes a situation where a pro forma cap table would be MOST useful?

<p>When the company is planning a new round of funding (B)</p> Signup and view all the answers

What is the main purpose of using SAFEs and convertible notes in startup financing?

<p>To delay determining a precise company valuation until a later financing round. (C)</p> Signup and view all the answers

In what way do SAFEs and convertible notes differ from traditional equity financing?

<p>They typically convert into equity at a later date, triggered by a specific event. (B)</p> Signup and view all the answers

What does SAFE stand for in the context of startup financing?

<p>Simple Agreement for Future Equity (B)</p> Signup and view all the answers

Which organization is credited with introducing the SAFE financing instrument?

<p>Y Combinator (A)</p> Signup and view all the answers

What is a 'valuation cap' in a SAFE agreement?

<p>The maximum valuation at which a SAFE can convert into equity (D)</p> Signup and view all the answers

How does a 'discount rate' in a SAFE agreement benefit an investor?

<p>It allows the investor to purchase shares at a reduced price compared to later investors. (A)</p> Signup and view all the answers

What does a 'Most Favored Nation' (MFN) clause in a SAFE agreement ensure for the investor?

<p>The most advantageous terms offered to any subsequent SAFE investors. (A)</p> Signup and view all the answers

In the event of a company sale before a priced equity round, what are the typical options for SAFE holders?

<p>They can either receive their original investment back or convert their SAFE into common stock. (A)</p> Signup and view all the answers

What is a 'liquidation preference' in the context of a SAFE agreement or convertible note?

<p>The order in which investors are paid out in the event of a liquidation event. (D)</p> Signup and view all the answers

How do convertible notes function in the absence of a conversion event?

<p>They function as a traditional debt instrument with interest and a maturity date. (C)</p> Signup and view all the answers

What is the typical maturity timeframe for a convertible note?

<p>12-24 months (D)</p> Signup and view all the answers

How do SAFEs typically handle interest accrual compared to convertible notes?

<p>SAFEs typically do not accrue interest. (A)</p> Signup and view all the answers

In the event of a liquidation event, how does the payout priority typically compare between convertible noteholders and SAFE holders?

<p>Convertible noteholders are paid before SAFE holders. (D)</p> Signup and view all the answers

Which of the following is generally considered a benefit of SAFEs over convertible notes?

<p>Faster speed of execution (A)</p> Signup and view all the answers

Which of the following attributes is MOST directly associated with convertible notes?

<p>They function as debt instruments until conversion. (D)</p> Signup and view all the answers

When two co-founders issue restricted stock at nominal value and file 83(b) elections, what tax benefit are they primarily seeking?

<p>Taxation on the stock's value at the time of grant, rather than when it vests (D)</p> Signup and view all the answers

A company needs $1,000,000 to develop a beta version of its enterprise software. Considering only the information provided, which funding option presents the LOWEST immediate dilution for the founders?

<p>It is impossible to determine the option with the lowest immediate dilution without additional information such as existing capital structure and potential conversion scenarios. (B)</p> Signup and view all the answers

Company A, bootstrapped with $250,000, requires $1,000,000 for its next stage. They're considering a SAFE with no discount and a $5,000,000 cap, or a convertible note at 8% interest with a $3,000,000 cap. What key factor should they prioritize if they anticipate a significantly higher valuation (>$10M) in their Series A round within 12 months?

<p>The valuation cap, because it will most likely provide more equity to investors for the same investment amount if the anticipated higher valuation materializes in the next round. (A)</p> Signup and view all the answers

A startup is deciding between a SAFE and a convertible note. Which of the following scenarios would MOST strongly favor using a convertible note over a SAFE?

<p>The founders anticipate needing further capital on terms to be decided later, and they want to offer investors some guaranteed return even if the company doesn't reach a priced equity round. (C)</p> Signup and view all the answers

Consider this simplified scenario: A company has 1,000,000 common shares outstanding. It issues a SAFE with a $5,000,000 valuation cap. Later, the company raises a Series A at a $10,000,000 pre-money valuation. If the SAFE investor invested $500,000, approximately how many shares will the SAFE investor receive upon conversion?

<p>100,000 shares (D)</p> Signup and view all the answers

A company is considering two financing options. Option 1: a SAFE with a $8 million valuation cap and no discount. Option 2: a Convertible Note with a $6 million valuation cap and a 20% discount. If the company successfully raises a Series A round at a $12 million valuation, which option would result in the SAFE/Note holder receiving more shares upon conversion, assuming an initial investment of $250,000?

<p>Option 2 (the Convertible Note) (A)</p> Signup and view all the answers

A company issues SAFE agreements totaling $1,000,000 with a 'Most Favored Nation' (MFN) clause. Later, to attract a key investor, they offer a SAFE with a lower valuation cap. What is the company's obligation to the previous SAFE investors with the MFN clause?

<p>They must retroactively offer the lower valuation cap to all previous SAFE investors with the MFN clause. (B)</p> Signup and view all the answers

What is the MOST likely reason a startup would choose to use SAFEs instead of convertible notes for early-stage financing?

<p>SAFEs present a simpler structure, avoiding debt-related complexities, potentially appealing to both the company and early-stage investors. (C)</p> Signup and view all the answers

Two companies, A and B, are seeking seed funding. Company A chooses SAFEs with a $7 million cap. Company B selects convertible notes at 6% interest with a $5 million cap. If neither company raises a priced equity round and both are acquired for $4 million before the notes' maturity, what is the likely outcome for the SAFE and note holders?

<p>The outcome is entirely dependent on the specific terms negotiated in the SAFE and note agreements, making a definitive statement impossible without review, but convertible notes tend to have precedence. (B)</p> Signup and view all the answers

A founder is bootstrapping but needs $750,000 to reach a milestone. They are considering a SAFE with no discount, or convertible note structure with 12% interest rate. If the founder anticipates a significant chance (50% or higher) of not reaching a subsequent priced round due to market conditions, what factor becomes MOST critical for them?

<p>The potential for interest accrual, as it would result in debt even if the round fails. (B)</p> Signup and view all the answers

Which of the following questions would require the MOST sophisticated understanding of cap tables, SAFEs, and convertible notes to answer correctly?

<p>If you have $500,000 to support a company to reach their next milestone, would you invest via SAFE, Convertible Note, or Priced Equity round? (B)</p> Signup and view all the answers

You are presented with the following choice of investment agreements: I) SAFE with 10% discount cap; II) Convertible Note with a $30,000,000 valuation; or III) Priced Equity Round with a $35,000,000 valuation. Knowing your investment target could easily achieve a quarter-billion dollar exit within the next 3 months, what item would be MOST beneficial to consider when selecting the appropriate investment structure?

<p>Valuation cap (B)</p> Signup and view all the answers

Flashcards

What is a Cap Table?

A spreadsheet that lists all the company's securities, who owns them, and the prices paid by the investors.

What are Authorized Shares?

The number of shares the company is allowed to issue.

What are Outstanding Shares?

Number of shares held by all shareholders in the company.

What are Unissued Shares?

Number of shares that have not been issued.

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Shares for stock option plan

Unissued shares reserved for future hires.

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Names of shareholders

The names of shareholders who have bought shares.

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Shares owned by each shareholder

The number of shares held by each shareholder.

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Stock options

Stock options owned by each shareholder.

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Fully diluted shares

Total number of outstanding shares, helps determine share value.

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Options remaining

Number of remaining shares available to be optioned.

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What is a Pro Forma Cap Table?

What the cap table looks like after financing round

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Purpose of SAFEs/Convertible Notes

Delay a priced round.

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SAFEs & Convertible Notes

Instruments in which money invested can convert to equity at a later triggering event.

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SAFE, investor rights

Investors don't get immediate equity but rather equity-linked securities

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What does SAFE stand for?

"Simple Agreement for Future Equity."

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What are SAFEs?

A form of financing that allows investors to convert their investment into equity at a future priced funding round.

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What is a Valuation Cap?

The maximum price a SAFE converts at.

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What is Discount Rate?

The discount to the priced round valuation that SAFE holders will get when they convert.

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Most Favored Nation clause

SAFE holders get conversion terms based on the most favorable terms offered to investors in the next priced equity round.

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What happens in a liquidation event?

Convert the SAFE into common stock or receive original amount paid for SAFE

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What is a Convertible Note?

A form of debt financing that allow investors to convert their loan into equity.

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What are Maturity dates?

The date when the note must be repaid with interest.

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What are Interest rates?

Indicates how much interest accrues before the note must be repaid or converted to equity.

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What is Liquidation Preference?

Investor receives multiple of the note amount upon a liquidation event.

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Study Notes

  • Class 6 discusses the law of technology, zeroing in on cap tables, startup fundraising, SAFEs, and convertible notes.

Cap Tables: A Deeper Dive

  • A cap table, or capitalization table, is a spreadsheet detailing a company's securities, including common and preferred shares, warrants, ownership, and prices paid.
  • It shows each investor’s ownership percentage, security value, and dilution over time.

Cap Tables: Important Terms

  • Authorized shares: The number of shares a company can issue.
  • Outstanding shares: Shares held by all company shareholders.
  • Unissued shares: Shares not yet issued.
  • Shares reserved for stock option plan: Unissued shares for future hires.
  • Names of shareholders: Identity of shareholders who own company shares.
  • Shares owned by each shareholder: Number of shares per shareholder.
  • Stock options: Stock options owned by each shareholder.
  • Fully diluted shares: Total outstanding shares, determining share value.
  • Options remaining: Number of shares available for optioning.

Simple Cap Table Example

  • The valuation section includes the current company value and number of shares outstanding.
  • The ownership section details the dollar value each investor contributes in the funding round.

Pro Forma Cap Table

  • A pro forma cap table shows how the cap table would look after a financing round.

SAFEs and Convertible Notes

  • SAFEs and convertible notes delay a "Priced Round."
  • These are two types of convertible securities that allow invested money to convert to equity at a later event, like financing.
  • Investors do not get equity but equity-linked securities.

SAFEs

  • SAFE stands for "Simple Agreement for Future Equity."
  • SAFEs, introduced by Y Combinator in 2013, enable investors to convert investments into equity in a future funding or liquidation.

Important SAFE Terms

  • Valuation Cap: The maximum SAFE conversion price; lower caps benefit investors with more shares.
  • Discount Rate: Discount to the priced round valuation; higher rates benefit investors.
  • Some SAFE options include both a valuation cap and discount rate, or a "Most Favored Nation" clause, where SAFE holders get the best terms from the next equity round.

Outcomes of a Company Sale with SAFEs

  • If a company sells, an investor receives the original SAFE amount or converts the SAFE into common stock based on the valuation cap.
  • The latter option is often preferable if the acquisition surpasses the valuation cap.

Convertible Notes

  • Convertible notes are debt financing allowing investors to convert loans into equity upon a financing round, IPO, or liquidation.
  • Without conversion, they operate as traditional debt with interest and maturity dates.

Convertible Notes: Important Terms

  • Maturity dates: The date when the note and interest must be repaid, typically 12-24 months after investment.
  • Interest rates: Indicate interest accrued before repayment or converting to equity. SAFEs do not have this obligation.
  • Liquidation Preference: Often 1x-3x the original investment.

Convertible Notes vs. SAFEs

  • Both use a valuation cap or discount rate for conversion.
  • However, convertible notes and SAFEs are generally faster compared to equity financing, with SAFEs often quicker than convertible notes.
  • Convertible notes are more complex than SAFEs
  • Convertible notes are classified as debt until conversion to equity.
  • SAFEs are neither equity nor debt until conversion to equity.
  • Interest rates are associated with convertible notes only.
  • Maturity dates are associated with convertible notes only.
  • Convertible noteholders are paid before equity holders, and SAFEs are paid also before equity holders, but not before convertible noteholders.

Scenarios for Discussion

  • Company formed 6/1/24.

  • Two co-founders issued restricted stock at nominal value and filed 83(b) elections accordingly.

  • Bootstrapped with $250,000 initial capital.

  • Company needs $1,000,000 to develop beta version of enterprise software and validate product market fit.

  • Group A: (1) Priced Round (Series Seed) at $1,000,000 pre with Tier 1 early-stage VC; (2) Convertible Note with Discount Rate of 10% and Valuation Cap of $3,000,000; or (3) SAFE with no Discount Rate and Valuation Cap of $5,000,000.

  • Group B: (1) Priced Round (Series Seed) at $2,000,000 pre with Tier 1 early-stage VC; (2) Convertible Note with Discount Rate of 20% and no Valuation Cap; or (3) SAFE with no Discount Rate and Valuation Cap of $6,000,000.

  • Group C: (1) Priced Round (Series Seed) at $4,000,000 pre with Tier 2 early-stage VC; (2) Convertible Note with Discount Rate of 20% and no Valuation Cap; or (3) SAFE with and no Discount Rate and Valuation Cap of 10,000,000.

  • Group D: (1) Priced Round (Series Seed) at $9,000,000 pre with Tier 3 early-stage VC; (2) Convertible Note with Discount Rate of 20% and Valuation Cap of $20,000,000 or (3) SAFE with 10% Discount Rate and Valuation Cap of $30,000,000.

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