Hello. TODAY S EARLY-STAGE INVESTMENT VEHICLES. Michael Horten

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1 Hello. TODAY S EARLY-STAGE INVESTMENT VEHICLES Michael Horten June 7, 2017

2 THE CHANGING Angel Financing LANDSCAPE

3 Traditional Approach to Angel Financing Emulate the VC community by using Series A preferred stock Using NVCA open source documents

4 Problems with Traditional Approach The traditional approach is too costly and cumbersome for the smaller angel rounds

5 Today`s types of Angel Financings Priced securities Common stock Traditional convertible preferred stock Stripped-down convertible preferred stock Series SEED Series AA Un-priced securities Convertible promissory note Promissory note KISS (Keep it Simple Security) promissory note Convertible equity note SAFE (Simple Agreement for Future Equity) note KISS equity note

6 Which Financing Vehicle Should You Use

7 Michael Horten Blue-chip legal services to entrepreneurial growth companies Big firm experience without the marble and mahogany Fixed fees Angel investor for over 20 years Handled over 100 early-stage financings in the last 2 years Member Angel Capital Association and ATA

8 COMMON STOCK

9 FF&F

10 CONVERTIBLE PREFERRED STOCK

11 How many shares should the investor receive?

12 The valuation determines the investor s percentage ownership interest 25% 75%

13 Pre-Money Valuation

14 Place a Realistic Value on your Company

15 Entrepreneur valuation

16 Investor valuation

17 Unlike selling your home, it s difficult to lower your valuation

18 How do you determine Pre-Money Valuation

19 Methods for valuing mature companies generally do not work

20 Valuation models for pre-revenue companies Venture Capital Method (VCM) Discounted Cash Flow (DCF) or Net Present Value (NPV) Model Scorecard Method Chicago Method Cayenne Consulting Calculator Dave Berkus Valuation Model Bill Payne s Model Risk Factor Submission Model Replacement or All-In Method Rule of Thirds Ratios and Multiples Set Ceilings

21 Venture capital method (VCM)

22 Venture capital method (VCM) Assumptions for this Analysis Angels should expect an IRR of 25% Investment will last for 5 years An angel needs a portfolio of at least 10 companies 25% IRR in five years = 3X ROI Nine deals produce 33% of yield 33% of yield = return of capital for portfolio One deal must produce 2X ROI on total capital or 20X ROI (82% IRR) on money invested in the deal

23 VCM example Investment $1 million Exit year 5 th year Projected revenues in 5 th year $40 million Projected net profit in 5 th year $4 million P/E (public companies in sector) 15X Terminal value (after 5 years) $60 million Required IRR 82% Required ROI $20 million % ownership of company required 33% Post-money valuation $3 million Pre-money valuation $2 million

24 Scorecard method Pre-Revenue Median Value Determine an appropriate median value for pre-revenue companies in your region Assign % weighting for each critical issue Calculate the weighted average of issues Multiply median value by weighted average

25 Scorecard method How it works Collect valuation data for pre-revenue companies in your region for the preceding years and calculate the median value Track regional and national trends in valuation o National trends in pre-money valuation generally range from $0.5 million to well over 3 million o National median pre-money valuation is $2.5 million Determine an appropriate median value for pre-revenue companies in your region

26 Scorecard method Pre-Revenue Median Value Assume that the median local pre-money valuation of prerevenue companies is $2,300,000

27 Scorecard method Calculate Weighted Average Multiple Issue Analysis Weight Factor Input Management On board, except sales VP 30% 120% Opportunity Enormous 25% 130% Product Disruptive, prototype OK 15% 130% Sales No channels, all foreign 10% 50% Competition No big players, messy 10% 110% Other Need partners, selling costs 10% 80% Weighted average multiple = 1.12

28 Scorecard method Calculate Pre-Money Valuation Median Value $2,300,000 Weighted Multiple X 1.12 Pre-money Valuation $2,576,000

29 Agreed Valuation

30 Example Company seeks $1M in equity capital Founders own 2M shares of common stock

31 Example Founders network and pitch to investors They receive an offer for $1 million at a $2 million pre-money valuation The investor will send them a term sheet

32 Founders are happy with the $2M pre-money valuation

33 Founder s expectations Pre-Money Cap Table Start-Up Capitalization Common Pre-Money Total % Founders 2,000,000 2,000, % Options Granted 0 0% Options Available 0 0% Investor 0 0% Total 2,000,000 2,000, %

34 Founder s projected post-money cap table Pro Forma Cap Table Start-Up Capitalization Series A Funding Series A Series A Post-Money Common Pre-Money Total % Investment Preferred Total % Founders 2,000,000 2,000, % 2,000, % Options Granted 0 0% - 0.0% Options Available 0 0% - 0.0% Investor 0 0% $1,000,000 1,000,000 1,000, % Total 2,000,000 2,000, % $1,000,000 1,000,000 3,000, % Pre-Money Valuation $2,000,000 Price / Share $1 Total $ Invested $1,000,000 Post-Money Valuation $3,000,000

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36 Post Celebration Jolt Purchase Price: $0.70 (not $1.00) Founders Own: 46.7% (not 66.7%)

37 The term sheet pre-money valuation is different from the true pre-money valuation First culprit: The number of shares received by the investor is computed on a fully diluted basis Second culprit: The investor is receiving preferred stock

38 Incentive Pool A pool of unissued shares reserved for issuance to officers, directors and key employees (usually as options)

39 New pre-money cap table Pro Forma Cap Table Start-Up Capitalization New Option Pool Common Pre-Money Total % New Options Pre-Money Total % Founders 2,000,000 2,000, % 2,000, % Options Granted 0 0% 0 0.0% Options Available 0 0% 855, , % Investor 0 0% 0 0.0% Total 2,000,000 2,000, % 855,000 2,855, %

40 New post-money cap table

41 Impact of pre-money incentive pool Pre-money cap table 2,000,000 common stock held by founders 855,000 (20% post financing) common stock incentive pool Dilutes founders to 70% Post-money cap table 2,000,000 common stock held by founders (58.35%) 855,000 common stock incentive pool 1,427,500 preferred stock held by investors True Pre-money valuation: $1,750,547

42 2nd Post Celebration Jolt The investor is being issued participating preferred stock

43 Equity financing securities Common stock Convertible preferred stock Non-participating Participating

44 Participating vs. non-participating preferred stock Investor invests $1M for a 1/3rd interest in the company and the company sells its business for $2M Investor gets: Common $666,667 (1/3 rd of $2M) Non-Participating Preferred $1,000,000 (return of investment) Participating Preferred $1,333,333 ($1M +1/3 rd of $1M)

45 Participating vs. non-participating preferred stock Investor invests $1M for a 1/3rd interest in the company and the company sells its business for $10M Investor gets: Common $3,333,333 (1/3 rd of $10M) Non-Participating Preferred $3,333,333 (1/3 rd of $10M) Participating Preferred $4,00,000 ($1M +1/3 rd of $9M)

46 Impact of participating preferred stock Preferred Stock Valuation Squeezer Pre-money cap table 2,000,000 common stock held by founders 855,000 common stock incentive pool 1,427,500 preferred stock held by investor Company is sold for $3M Investors receive $1,832,969 ($1,000, % of $2,000,000) Founders receive $1,167,032

47 Preferred Dividends The holders of preferred stock receive dividends before dividends are paid to the holders of common stock

48 Types of preferred dividends Cumulative Non-Cumulative Participating Non-Participating

49 Governance, Management & Control

50 Investors invest in the management team

51 Management & Control Voting rights Board seat or observer rights Approval rights Right to force a sale of the company

52 Investor Protection

53 Price anti-dilution protection Price anti-dilution issues Time limitation Full ratchet Weighted average

54 Full Ratchet Anti-Dilution Protection Example Pre-money cap table 2,000,000 common stock 1,000,000 preferred stock convertible into common at $1 a share (the preferred stock issue price) with full ratchet anti-dilution protection Company raises additional equity capital Company issues 50,000 shares of common stock at $0.50 a share because it desperately needs cash Conversion price drops to $0.50 a share Founder dilution Founder goes from 66.7% of the equity to 50% and all the company has gained is $25,000

55 Pro-rata rights 20%

56 Right of first refusal and co-sale First line of Defense: ROFR Second line of Defense: Co-sale

57 Information rights

58 Restrictive covenants agreements Proprietary information and use limitation covenants Ownership of work product & IP Non-compete covenant Non-solicitation covenant

59 Key holder stock claw-back

60 Exit / Liquidity

61 Exit / Liquidity Redemption rights Registration rights

62 STRIPPED-DOWN CONVERTIBLE PREFERRED STOCK

63 CONVERTIBLE PROMISSOY NOTES

64 BRIDGE NOTES Company has signed an equity round term sheet but needs pre-closing funding (bridge financing)

65 Bridge Notes Mandatory conversion into the next equity round at a 10-20% discount The investment is in effect disguised equity Term The maturity is typically set to allow enough time for the next equity round to close Interest rate Interest rate is typically similar to the preferred dividend in an equity round Payment Balloon payment at maturity

66 Pier Notes Usage expanded beyond bridge financing (the equity round is not yet under way) Has gained great popularity

67 Pier note advantages Appealing to unsophisticated angels who may not know what protections and terms to request Kicks the valuation can down the road Faster and cheaper Minimal impact on the fair market value of the company s common stock, making the company s equity incentives more attractive Flexibility; can provide greater discount to earlier investors

68 Pier note drawbacks Goes against the traditional ranking philosophy of venture investing The interest of the founders and the investors are misaligned Neither the Company s founders nor the investors know what percentage of the company each may eventually own Noteholders must wait for the date of conversion to start the clock running for long-term capital gain treatment Notes are much lighter when it comes to rights and protective provisions for the investors Maturity creates a ticking time bomb for the company

69 INVESTORS FELT SHORT CHANGED The 20-25% discount is not commensurate with the risk they take as compared to the Series A investors Began looking for new solutions

70 Solutions Increasing the discount Adding warrants for common stock Adding conversion cap

71 Adding warrants for common stock

72 Adding Conversion Cap Price Your maximum price Your price

73 Problems with conversion cap At what time does the cap apply Inflates preferred dividend and liquidation preference (the liquidation preference overhang ) The noteholders get full ratchet anti-dilution protection

74 When to apply the conversion cap The conversion cap usually is applied at the time of conversion Makes more sense to apply the conversion cap to the cap table at the time of the issue of the note

75 The liquidation preference overhang Company has 2,500,000 shares of common stock outstanding Company issues notes for $500,000 carrying a $2.5M conversion cap (i.e., $1per share max conversion price) Series A has a $10MM pre-money valuation, resulting in a per share price for the new money of $4.00 The Series A has a 1x participating liquidation preference and carries a 6% cumulative preferred dividend The $2.5MM conversion cap means the notes convert at $1.00 The noteholders receive an effective 24% preferred dividend instead of 6% The noteholders receive a $2M liquidation preference instead of $500, a whopping 4X liquidation preference resulting a $1.5M liquidation preference overhang

76 Issue discount shares in common stock Company has 2,500,000 shares of common stock outstanding Company issues notes for $500,000 carrying a $2.5M conversion cap (i.e., $1per share max conversion price) Series A has a $10MM pre-money valuation, resulting in a per share price for the new money of $4.00 Instead of issuing the noteholders 500,000 shares of Series A preferred stock, issue them 125,000 Series A preferred stock and 375,000 shares of common stock They will still own 500,000 shares, but their liquidation preference is equal to their purchase price (125,000 x 4 = $500,000)

77 Convert into shadow preferred stock Company has 2,500,000 shares of common stock outstanding Company issues notes for $500,000 carrying a $2.5M conversion cap (i.e., $1per share max conversion price) Series A has a $10MM pre-money valuation, resulting in a per share price for the new money of $4.00 Instead of issuing the noteholders 500,000 shares of Series A preferred stock Issue them 500,000 Series A-1 preferred stock as shadow preferred or sub-series preferred The Series A-1 preferred stock is exactly the same as the Series A in all respects, except for the liquidation preference, which would be $1 per share vs. $4 for the Series A

78 SAFE NOTES

79 SAFE Notes Equity financing Converts into a shadow preferred stock -- some with discount; some with a conversion cap Liquidity event Investor may chose to receive: The investment amount Common stock priced at the conversion cap Dissolution event Investor receives the investment amount prior to any other equity holder Most Favored Nation provision

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81 Thank You. Michael Horten (770)