A lot of entrepreneurs still don’t fully understand SAFE notes and how to use them.
They are the single most important innovation in startup financing in the past 15 years. (@ycombinator)
You can close in minutes, raise only what you need with no legal fees.
🧵👇🏻👇🏻👇🏻
SAFE notes were invented to solve a few problems.
1/ it is hard to coordinate a lot of investors to close a “round”. Better to close one by one.
2/ preferred stock is expensive to document legally. SAFE postpones that complexity to later.
3/ Valuation can change quick.
4/ People used convertible debt for similar purposes. But it was still debt, and so could bankrupt the company if there was an aggressive investor and it came due.
SAFE’s allow “high resolution” fundraising. Whenever someone is excited, you close their money on the spot.
There are three key things to understand: discount, valuation cap, and MFN.
Discount -> When a priced venture capital round is raised. The investor may get a discount on the price it is raised at. 10-20% discount is a nice incentive, though not required.
Valuation Cap -> The highest valuation that the investment will convert into shares at…
the lower the valuation cap, the more of the company the early investor owns. Start at $4-10 million cap and rapidly go upward based on investor enthusiasm. I have seen caps as high as $30-$50 million.
MFN -> Most favored nation. Pretty fair to early folks.
MFN says you won’t give a better deal to later investors that you have to the person writing the check now. Smart investors ask for it.
With this info, the legal docs are Mad Libs easy. If you do need a lawyer, you can get a few hours of help here. upcounsel.com/safe-notes
When you start fundraising, make sure you have a SAFE filled out, loaded in Docusign or equivalent and that you have bank wire instructions written up.
If a call goes well, instantly try to confirm an amount and send the SAFE. Enthusiasm has a short half-life, so move fast.
As noted in my other thread, nearly every startup should not even talk to VC until you have successfully raised $1-2 million on SAFEs or are cash flow positive.
This raise essentially shows you have startup/investor fit, just like product/market fit.
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I’ve had a number of earnest entrepreneurs contact me who think they should raise venture capital but aren’t remotely ready.
You shouldn’t even take a meeting with a VC let alone seek them out unless you:
A. Have raised $1-2 Million in small checks. ($10,000 and up) OR are cash flow positive.
B. Have a realistic and legitimate shot at a $1 Billion valuation within 10 years. (Validated by experienced entrepreneurs)
C. Have a business experiencing rapid growth. (100% YoY)
D. That growth directly requires more capital (e.g. proven unit economics that require customer acquisition cost)
E. You are ready and willing to sell the business in 5-7 years.
F. You want to run a professional board and finance function.
G. You want a boss (your board)
As promised in my previous thread, here are my standard term sheet and calculator.
Disclaimer: I am not a lawyer. @UpCounsel has all the lawyers.
Every entrepreneur should read my notes below before signing ANY term sheet.
(Link to a public Google Drive at the end.)
Most of the terms in my term sheet are "market standard" for a priced funding round.
If at all possible earlier, do not do a priced funding round and raise money on SAFE notes. upcounsel.com/safe-notes
Once you raise $3-5 Million or more, investors will want a priced round.
A priced round means that investors are buying shares, rather than merely a piece of paper that enables them to have the right to shares (a SAFE or convertible note).
That means more legal sophistication and expense. But also more scalability. This is a "Series A".
Hey startups/SMBs - did you know the government may be willing to pay $28,000 PER EMPLOYEE of your payroll in 2021?
I did a deep dive on the very confusing Employee Retention Tax Credit for our own businesses.
My obsessiveness is your shortcut.
Here’s your cheat sheet. 👇🏻
You can be eligible if you fit into 1 of 3 categories:
A. had a revenue decline quarter over quarter from 2019 to 2021 of greater than 20%
B. Are a startup.
C. Had your business suspended by a government order.
Rules have changed 3-4 times. Some articles are out of date.
If you are eligible, you can claim a refund of 70% of the first $10,000 in wages and benefits paid for EACH employee each quarter. (As long as you are under 500 employees)
50 employees would be $350,000 per quarter, for example.
Here’s the inside story of how Enduring Ventures acquired @UpCounsel, a company once valued at $50 million, for $200,000, relaunched it as a SaaS company, and raised on a $28 million valuation 18 months later.
Read below for the playbook to buy a VC-backed company. 👇🏻👇🏻👇🏻
@UpCounsel was founded on a big idea in 2012: build a marketplace for legal services - the “Uber for legal” - where startups could connect directly with independent lawyers.
The business saw early traction and recruited some of Silicon Valley’s top investors.
After raising a $12 million Series B in 2018, expectations were high. The team grew to 40 people in San Francisco.
Unfortunately, some bad luck happened. The company grew, but not fast enough. A lawsuit distracted management.