Discussion Topics

The terms sheet sets out Drag along rights and Protective Provisions Drag along rights give the investor the right to force the shareholders (founders and others) to sell the startup. Drag along rights are common in VC deals. The primary reason for a drag along rights clause is that the…

The terms sheet sets out the Information Rights for the investors. The Information Rights section defines what information and reports are required and the reporting schedule, and sometimes which investors are entitled to receive the information. The standard set of financial reports that investors require include profit and loss (P&…

The terms sheet contains several investor rights relating to Governance and Control.  Here are three of them:  Right of First Refusal   The Right of First Refusal clause says that if a founder sells his or her shares, then the preferred share investor gets the right to buy those founder shares…

You may come across the term warrants in a terms sheet. Warrants are a type of security that gives investors the option to buy more stock over a designated time frame, at a specific price. Three parameters define the details of a typical warrant clause: the term, the coverage, and…

Pay to play is often used in terms sheets. A pay to play clause is intended to create an incentive for existing preferred share investors to invest on a pro rata basis in future financing rounds. The clause spells out that, if the existing investors choose not to participate in…

Terms sheets use anti-dilution clauses to protect the investors. Anti-dilution comes into play during down rounds in which the founders raise funding at a lower valuation than a previous round. There are three scenarios: No Anti-Dilution Protection – Investors and founders share in dilution from any follow on rounds funding….

Liquidation preference is a right commonly found in terms sheet. It provides the investor the right to receive their investment back and then the remaining profits are distributed pro rata to other stakeholders. It’s often expressed in multiples such as 1X, 2X, or 3X. This means the investors with those…

Here are some Financial Parameters to look for in a terms sheet: Type of Security: Convertible Preferred Stock, Series A Convertible Preferred Stock, or Series Seed Preferred Stock. Investment Amount: How much is being raised. Pre-Money Valuation: What the business is worth before the investment. The pre-money valuation can also…

In raising funding, valuation is a key number the CEO and investor must come to agree with. As a startup you must determine your target valuation. There are several methods. One method is the VC Quick Valuation Method This method starts with the exit of the startup. You assume the…

In raising funding, valuation is a key number the CEO and investor must come to agree with. As a startup you must determine your target valuation. There are several methods. One method is the Risk Mitigation Valuation Method. The Risk Mitigation method assigns dollar values to the startup’s accomplishments in…

In raising funding, valuation is a key number the CEO and investor must come to agree with.  As a startup you must determine your target valuation.  There are several methods. One method is called Step up Valuation It uses ten factors. Each factor adds $250K to the valuation To calculate…

In raising funding, valuation is a key number the CEO and investor must come to agree on. As a startup you must determine your target valuation. There are several methods. The first method is called Market Comp. In short, you look at other companies of a similar sector, stage and revenue…

The startup pitch is a key step in raising funding. You must be able to talk about your company in a compelling, coherent, and comprehensive manner in a short amount of time. Your pitch should contain the following: The Attention Getter: Lead with the most compelling reason why you have…

Some wonder what causes the failure rate for startups to be so high. Is it because they are doing new, unproven things? Was it because the market changed or the customer preferences shift? Or was it because they didn’t have funding or access to key accounts. The cause of startup…

I had a startup the other day approach me about investing. In the discussion it came up that one of the founders recently left and took half the equity with him. It appears there was no vesting on the founders equity. Vesting means one has to earn the equity by…

Who should have access to the cap table in a startup? The Cap Table which shows the ownership of each investor and those from the company is reserved for investors, board members, the CFO, and the corporate attorneys. For employees, you want to create a culture of openness. Employees and…

One common misconception about fundraising is that you must know an investor before you can approach for funding. It’s best to have some validation from your own group before approaching those outside of your core. Start with your current network and work out from there. Identify the right type of…

In looking at cap tables, there are several red flags to watch out for. Look for shares that are actually issued and not just verbally promised. Is the cap table up to date with cancellations and repurchases? Many startups consider their cap table to be a work in progress so…

I was approached by a listener the other day who was contemplating investing in a friend’s business. He was the first money in and was trying to figure out how much equity his investment bought. There’s an equation for determining equity ownership. There are three terms in the equation. Pre-money…

Many investors look for traction in a startup to gauge their progress. Traction stated as a single number on a pitch deck can be hard to judge as sufficient for an investment. Many investors tell the startup “nice traction, but we’d like to see more.” Instead of traction look for…

Many enterprise software programs come from service businesses solving a problem for their clients. In searching for a solution on the market, they find none, so they build their own. Later, other clients come ready to buy it. I call this contractor funding, and it’s one of the most overlooked…

It’s best to play nice with others in the startup community. While it may seem diverse and diffused, I’ve found word travels fast. The startup world is transparent and highly viral. So much of what happens regarding deal-flow and investing  is based on reputation and trust.  It takes a long time…

Before the fundraise, startups should spend time with the investor first. It’s less about the amount of face time and more about the number of interactions over the phone, via email, in person, and otherwise. It’s best to connect with investors before you start your fundraise so you have a…

Some startups think their business will succeed based on the idea, the technology, the market or something else. They think their technology will win the day, or that their idea is so great, or the market is growing so fast that they will succeed based on that alone. For the…

Most startup pitches focus on their future. It’s bright. The numbers are growing fast and will be big. The sky’s the limit. Just how much do investors put behind those startup forecasts? The answer: It depends on the historical numbers the forecast is based on. If there’s a consistent track…

I’m often asked when you should raise funding. There are funding requirements to consider. Calculate your cash burn and estimate the need for new cash. There are also preparation and timing issues. Start your preparation six months in front of the launch Launch your fundraise six months before you need…

There are truisms in the startup world you can always count on. A few that come to mind are: – All software has bugs. – All startups take longer than expected (to generate revenue, finish the product, fill in your favorite one here). And my newest one is: The only…

While unforeseen events can overtake a startup, many CEOs simply don’t plan ahead when it comes to fundraising. For every $1M you want to raise, it will take you one calendar year to raise it. Most of the time, an entrepreneur who approaches me is raising funding today and is…

I recently saw a pitch deck from a seed stage startup which had a small amount of revenue. The deck claimed a valuation of $50M because a similar company exited at that valuation. I asked about his valuation, and he said he claimed $50M because “that’s what my company will…

Many entrepreneurs approach me for funding. I find the biggest misconception is that you must first raise funding before you can launch and grow your business. In reality, the ones who raise funding have a growth story and can communicate it effectively to investors. Investors funding startups look for market…

Today, we’ll talk about Impact Investing. There’s an old saying about angel investors: “They want to make a little money, have a little fun, and do a little good.” The ‘do a little good’ talks about how investors want to make a contribution to the community with their investment. Some…

Today, we’ll talk about whether you should be raising a Seed+ round. In startup funding, you raise funding in stages. There’s the seed stage, when you have developed the product to some level and potentially have some users. Startups typically raise $500K to $750K for this round. You don’t want…

To launch your startup, identify a large market then target a small segment of that market to attack first. Choose your first segment based on ease of access and a close fit to your initial product. In other words, focus on your most ideal customer, and then grow your business…

As soon as your startup establishes a stock incentive plan and issues stock options to employees or other stakeholders, it’s time to work on a 409A valuation. This is a valuation of your startup for assigning a cost basis to the stock options. The U.S. tax code in section 409A…

Changing the product, the price or the promotion? Today, we’ll talk about What to do when the investor says no. In raising funding you’ll hear “no” quite often. There are many reasons why investors do not invest. Sometimes, they are busy with other deals. Other times, they are looking for…

It’s important for a startup to have regular communication with investors during the fundraise. It keeps the investor up to date on your progress and helps build the relationship. For updates, find  a cadence that fits your business. For fundraising, every two weeks is a good pace. After funding move…

I receive requests for introductions from many sources. Startups want to meet investors. Advisors want to meet growth companies. The list goes on. Over the years, I’ve learned to raise the bar. I could take whatever attachment they have and make the introduction. Instead, I raise the bar by requiring…

I was recently talking with a startup who had a photo service. He spent $3K to test out his business model. He found he could sign up one photographer for every dollar spent and how much revenue he could generate with each one. As he spoke, I found myself engaging…

Every startup has one key metric to grow their business to the next level. The one key metric for mobile app businesses is user engagement with the app. This measures how much time or how often the user engages with the app. The user needs to engage on a regular…

Every startup has one key metric to grow their business to the next level. For a software as a service business it is the CAC: LTV ratio CAC standards for Cost of Customer Acquisition and represents the cost of signing up the customer including marketing, sales, and any other related…

Every startup has one key metric to grow their business to the next level. The one key metric for network effect businesses is organic vs. paid users. The share of organic users relative to paid users should increase over time because as the network expands, more users want to join….

Every startup has one key metric to grow their business to the next level.  In applications requiring FDA certification, revenue is not the key metric, but rather FDA approval is. For medical device companies the key metric is cycle time through the 510K application and approval process.  The purpose of…

Every startup has one key metric to grow their business to the next level. For consumer product companies selling through retail, the key metric is same-store sales. You track ongoing sales by units per store each week or month. This metric tracks your organic growth rate of the product and…

Every startup has one key metric to grow their business to the next level. For eCommerce, the key metric is sales conversion rate. Your conversion rate is the percentage of visitors who make a purchase. For most sites, the conversion rate is 1 to 5 percent. You can find it…

The first vision of a business may seem grand and clear.  Upon launching the business you’ll find it doesn’t exactly fit with the market so you pivot. It takes 3 pivots to get to the growth phase of your startup. The first is the Target Market pivot– you take this…

Before you launch your fundraise, you’ll need to build some basic documents for pitching the investor and following up their due diligence. Start with a basic pitch deck, ten to 12 slides, that includes a non-confidential introductory version of your deal. For first presentations to an investor, keep it simple…

I’m often asked where startups should look for funding. There are many sources. First, start with your family and friends, as they already know you and believe in you. Second, expand the circle to include current and previous coworkers. If accelerators are appropriate for your deal, then consider those not…

For early stage funding there are several types of investors. Angel, VC, Family office, or customer funding. So which type is right for your deal? This depends on your type of business, the return and timeframe for that return. VCs want standard business models in high growth sectors with a…

There are two primary deal structures for your startup fundraise. There’s the convertible note which is a debt instrument that converts to equity later. However, if you want to use a straight debt instrument you should use a promissory note. Then there’s equity. It gives ownership rights in the company….

Every day I ask entrepreneurs how much they are raising. Most begin with the big number–the full and complete raise they anticipate to run. This ranges usually between $1m and $10M. It’s good to have the big picture in mind. Some actually consider raising it all at once because “they…

Competitive advantages increase revenue by 30% over the competition or decrease cost by 30%. Virality is a key competitive advantage in which users invite other users to join your platform. Virality reduces your cost of customer acquisition. It’s is different from Network Effects. Network Effects shows the platform increasing in…

A competitive advantage increases revenue by 30% over the competition or decreases cost by 30%. Most businesses increase in value as the customer base grows and validates the product/service. Users encourage others to join the platform. This is called Network Effects. As the number of users grow, so the value…

Competitive advantages increase revenue by 30% over the competition or decrease cost by 30%. A platform-based solution is a competitive advantage over a single-product company, as a platform brings an inherent cost advantage. Platforms reuse the research, design, architecture, and product packaging. Customer support is also reused. Consider adopting a…