Feld Thoughts

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The Silliness Of Recapping Seed Rounds

Feld Thoughts

A company raises $1m of seed money from angels in a convertible note with a $6m cap. Assuming equity is raised at or above that cap, the total dilution, before the new money, is 16.6% (equivalent to an equity financing of $1m at a $6m post money valuation. So they recapitalize the company.

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The Pre-money vs. Post-money Confusion With Convertible Notes

Feld Thoughts

If the entrepreneur knows this and is using it proactively so they get a higher post-money valuation, that’s fair game. There are also some law firms whose standard documents are purposefully ambiguous to give the entrepreneur theoretical negotiating flexibility in the first priced round.

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Founders – Use Your Down Round To Clean Up Your Cap Table

Feld Thoughts

There are three things that will mess you up in the long run: Too much liquidation preference : My simple rule of thumb is that if you’ve raised more than $25m and your liquidation preference is greater than 50% of your post money valuation, you have too much liquidation preference.