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Flexible VC, a New Model for Companies Targeting Profitability

David Teten

Eligible for favorable treatment under Qualified Small Business Stock exemption, if structured as equity. This applies if the investment converts into common stock; details are beyond this essay’s scope. Typically promissory note or non-voting common stock, with covenants. Lenders sometimes take warrants.

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Bad Notes on Venture Capital

Both Sides of the Table

If you want to give them a 50% discount offer them $1 of common-stock warrants (no liquidation preference) for every $1 of stock they buy. If you want to give them a 33% discount you offer them half of a $1 common-stock warrant for every $1 share they purchase. Stock Option plans. And so forth.

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Bad Notes on VC

Gust

If you want to give them a 50% discount offer them $1 of common-stock warrants (no liquidation preference) for every $1 of stock they buy. If you want to give them a 33% discount you offer them half of a $1 common-stock warrant for every $1 share they purchase. Stock Option plans. And so forth.

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Do It Right The First Time, Part II: Visit the Doctor or House Call?

Gust

Enter into agreements between Newco and founders, early contributors, outside advisors or service providers under which they contribute or assign all intellectual property related to the company’s business to Newco in exchange for the issuance of founders’ stock (Common Stock). Make escrow arrangements for restricted stock (i.e.,