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Very Early Stage - Forms of Consideration

Understand early stage investing at the pre seed and seed stage, particularly looking at how investors manage to invest, including convertible notes, SAFEs and the differences between them, most favored nation clauses and pro rata rights.

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11 Lessons (30m)

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  • Description & Objectives

  • 1. Pre Seed Investment

    01:20
  • 2. When To Invest In An Early Stage Company

    01:59
  • 3. Early Stage Unpriced vs. Later Stage Priced Rounds

    02:01
  • 4. Convertible Notes vs. SAFEs

    04:42
  • 5. Discount Rates in Unpriced Rounds

    02:54
  • 6. Valuation Caps in Unpriced Rounds

    04:38
  • 7. Early-Stage Unpriced Round Example

    03:49
  • 8. Most Favored Nation MFN Clauses in SAFEs

    02:18
  • 9. Pro Rata Rights

    02:01
  • 10. Other Differences Between Convertible Notes and SAFEs

    03:44
  • 11. Very Early Stage Investing Tryout


Prev: Forms of Consideration Next: SaaS Business Operating Model

Pro Rata Rights

  • Notes
  • Questions
  • Transcript
  • 02:01

A common characteristic included in SAFEs.

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Transcript

Another important term that we see in early stage unpriced rounds, convertible notes, and SAFEs, is pro-rata rights. Pro-rata rights allow investors to invest additional funds in later rounds of funding to maintain their percentage ownership of the company. It's a right and it's not an obligation for the investor, but it is attractive as it allows the early investor to maintain the same level of company ownership, even though further funding rounds are taking place and potentially more investors adjoining in, this helps prevent ownership dilution if there are later funding rounds for those early investors. Without pro rata rights, an investor would face ownership dilution. As new investors add capital to the company. Offering pro forma rights is attractive for the founders as well as the investors, as it encourages them to invest further in later funding rounds. These are generally uncommon in convertible notes because investors' ownership percentage has not yet been established with convertible notes until they are converted into equity. Convertible notes are debts like and pro rata rights protect equity ownership. One thing to be wary of in later stage funding rounds is when a large venture capital investor is looking to invest and take a significant stake in the company. It may well request that pro rata rights granted to earlier investors are now waived as a condition of their own funding. This would have to be agreed upon by the current shareholders with voting rights as they are now allowing their ownership percentage to be diluted or reduced.

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