SEED

FINANCING
REPORT
A comprehensive look at the very early stage
venture capital financing market

Q4 2014 through Q3 2015

INTRODUCTION
A Quick History Lesson.
A decade ago, entrepreneurs just getting their startup ideas off the ground were limited to financing
their ventures either with their own money or by raising seed money from friends and family or high-net-
worth individuals. Around 2005, more experienced, active and limited partner-backed super angels
began making seed investments. These investors focused on very early stage companies and typically
placed bets under $3 million. In 2010, this very early stage venture capital financing market experienced
a dramatic uptick, in large part because of the proliferation of angel investors and seed funds looking
to invest in early stage companies and the willingness of traditional venture capital funds to get into
the seed game.

At the same time, innovations like software and services in the cloud, cheap storage and
crowdsourced labor have enabled founders to hit the ground running with significantly less capital
than their counterparts from the late 1990s. New entrepreneurs are taking the plunge every day, all
over the country (and really, all over the world). The challenges that these entrepreneurs face are
incredibly unique. These founders are taking bet the company risks everyday as they hire their first
employees, attempt to find and close commercial partners and raise capital. Resources are limited,
competition is intense and decisions around how to structure early stage financings often have
repercussions as the company scales. In our first report, Seed Financing: Three Years in Startup Land
we looked at trends in the very early stage seed funding market from 2010 through 20121. In examining
nearly 300 deals over a three year period, our data revealed an interesting dichotomy: very founder
favorable economic terms, combined with stronger attempts from investors to maintain negative
control. Last year, in examining the very early stage seed funding market in 2013 and the first 3 quarters
of 2014, our data indicated a continuation of these same trends, but also seed investors acting more
like later stage institutional investors and demanding the right to participate alongside larger funds
in later rounds and investing anew in startups with a few rounds under their belts2.

Why Another Report?

Now that we are about a decade into the seed funding
We are once again aiming to
trend, the seed financing market has matured. Founders
and Investors are more opinionated than ever about
deliver the authoritative
the market. The dust has settled and the market has had report, capturing not only
the data, but also
a genuine opportunity to process and understand the
implications of various economic terms and deal
structures. We have noticed several trends that evidence
this maturation of the market and the heightened PERSPECTIVE AND ANALYSIS
sophistication of its players.

As with our prior endeavors, this report speaks to those on the very early end of the startup life cycle
and provides entrepreneurs and investors with a deeper look at the seed funding market. Other venture
finance reports focus on later stage financings (Series A and beyond). Silicon Legal has been in a unique
position in that over the past six years, we have emerged as an incredibly active firm (and without
question the most active boutique firm) in this very early stage seed funding space. We are once again
aiming to deliver the authoritative report, capturing not only the data, but also perspective and analysis.

Introduction 1
INTRODUCTION

Methodology and a Reality Check.

This report analyzes seed financing trends from the fourth quarter of 2014 through the end of the third
quarter of 2015. We examined 163 rounds of seed financing during that period for software and digital
media/internet companies based in the San Francisco Bay Area, Los Angeles, Seattle and New York
in which Silicon Legal represented the company or the investor(s). Note that for the purposes of this
survey the definition of seed financing is limited to a companys first round of note, equity or SAFE
financing of up to $4,000,000, (yes, those of us who have been doing this for a while marvel that $4MM
is now a seed round), or extensions of such seed rounds, that is led by a professional investor.
By professional investor we mean (i) individuals who regularly invest their own funds in early stage
companies, or (ii) funds that invest in the emerging companies.

As in our prior reports, the big challenge in interpreting this data is that while deal terms exhibit certain
statistical trends, navigating the venture capital financing market is still more art than science (especially
at the seed stage). There are countless examples of outlier transactions and trying to put the specifics
of a deal into perspective by looking at comps can be frustrating. The reality is that while a market
is set for most financing deal terms, everything is negotiable. In a vibrant fundraising environment,
sometimes it feels like anything goes if the deal is a hot one!

Our Takeaway.
In our prior reports, we posited that while the economic terms of seed financing rounds were founder
favorable, certain market forces were driving seed investors to seek additional control and strong down-
side protection and to behave more and more like later stage institutional investors.

Over the last four quarters, while

the trend lines on the economic
and control terms have held steady, founders and investors
are increasingly
we are seeing founders and investors
negotiate hard on various technical
deal terms that impact their

NEGOTIATING
economic stake in the companies.
Investors continue to demand pro
rata rights and are starting
to expect existing convertible

TECHNICAL ECONOMIC TERMS

securities to convert in the
pre-money. Founders are pushing
back (more successfully) on the
liquidation preference overhang
in convertible notes.

Introduction 2
TRENDS AND DEVELOPMENTS
Bigger Rounds; Round Extensions; More diligence.
The amount of capital raised in seed convertible note, SAFE and priced equity rounds has continued
to increase as companies are deferring their Series A rounds for longer periods of time. Our survey data
indicates that the average amount of capital raised in seed rounds has increased as follows in the last
four quarters compared to the prior four quarters: 22% increase in the size of note rounds; 27% increase
in the size of SAFE rounds, and 39% increase in the size of equity rounds.

Our data corroborates the observations of other commentators3 that early stage companies are
increasingly extending their seed rounds and raising additional capital from new investors without
a significant increase in valuation cap or valuation, as applicable, if any. Our survey data indicates
that in the last four quarters 23% of seed rounds included additional capital raises as part of extensions,
while such extensions were a part of only 10% of seed rounds in the preceding four quarters. A few
factors are driving this phenomenon:

The bar required to raise a Series A round due to the much talked about Series A Crunch
has remained high.

But, there has been no downtick in the number of investors and amount of capital chasing
seed deals.

What investors participating in these larger note rounds and extensions of seed equity rounds are asking
in return is more due diligence. Investors who in the past only did cursory diligence on companies are now,
even in convertible note and SAFE rounds, increasingly asking more pointed questions about performance
metrics, prospects for future funding, financials, legal housekeeping, and intellectual property.

Continued Emphasis on Pro Rata Rights.

We discussed the phenomenon of larger venture capital funds investing early and demanding
preemptive or pro rata rights in seed rounds in our last report. These trends have persisted over the
past four quarters we have seen pro rata rights in 96% of equity rounds, 52% of convertible note rounds,
and 90% of SAFE rounds. This was a particularly dramatic uptick for convertible note rounds, where
investors are participating with side letters guaranteeing pro rata rights in more and more deals.

Ironically, the likelihood of investors getting less than their pro rata share in the Series A round increases as
the company gives such rights to more and more investors. As more seed investors are granted pro rata
rights, they end up having a contractual right to a significant portion of the Series A round. Because new
investors typically expect to own a certain portion of the Series A round, founders often find themselves
having to fight for the seed investors pro rata rights with the new money investors. Those investors who
have secured contractual pro rata rights learn quickly that relationships with the founders are an equally
critical component to protecting those rights.

Trends and Developments 3

TRENDS AND DEVELOPMENTS
Conversion of Notes and SAFEs in the Pre-Money.
Convertible notes are often silent as to whether or not they convert on a pre-money or post-money
basis, and founders typically address the treatment of notes in conjunction with the negotiation over
the valuation at the term sheet stage.

Founders dilution hit is partly a function of how convertible securities are treated. As an example,
if a company raised $1,000,000 via convertible notes with a valuation cap of $6,000,000 and subsequently
raised $8,000,000 in new capital in a Series A round at a pre-money valuation of $20,000,000, the
ownership stakes will break down as follows:

PRE-SERIES A POST-SERIES A POST-SERIES A

(Notes NOT in Pre-Money) (Notes in Pre-Money)

Shares %Fully Diluted Shares %Fully Diluted Shares %Fully Diluted

FOUNDERS 10,000,000 100% 10,000,000 64% 10,000,000 61%

NEW SERIES A 0% 4,000,000 26% 4,666,667 29%

INVESTORS
NOTE/SAFE 0% 1,666,667 10% 1,666,667 10%
INVESTORS

10,000,000 100% 15,666,667 100% 16,333,334 100%

As shown in the table above, including the notes in the pre-money results in more dilution of the founders
ownership stake.

There has been a change in the investors view on this issue as investors are increasingly expecting any
and all previously raised capital, whether raised via equity, convertible note or SAFE, to be included
in the pre-money capitalization. As the size of note and SAFE rounds increases, it is becoming more
important for founders to address this point as soon as there is any discussion about valuation with
potential investors. As other commentators have noted, the simple solution is to agree to the post-money
valuation, instead of the pre-money valuation4.

Trends and Developments 4

TRENDS AND DEVELOPMENTS
Hybrid Conversion of Notes.
Upon a subsequent priced-round financing, convertible promissory notes traditionally have provided
for automatic conversion into shares of the same preferred stock issued to new money investors. If the
company is successful in raising the next priced round at a valuation higher than the valuation cap of the
convertible notes, the noteholders end up with a liquidation preference greater than the dollars actually
invested. This liquidation preference overhang is effectively a multiple liquidation preference for the
angel investors, which is not in line with the 1x preference most VC investors and founders agree to in
venture financings.

As an example, if a company raises its Series A round at a pre-money valuation of $10,000,000, resulting
in a per share price for new money of $4.00, and the Series A has a 1x liquidation preference, then
outstanding notes in the principal amount of $500,000 and with valuation cap of $2,500,000 will get
liquidation preference in the amount of $2,000,000 (which is 4x the noteholders investment amount).

The impact of the liquidation preference overhang becomes more significant as the size of note rounds
increases and companies raise multiple note tranches, often resulting in an increase in the delta between
pre-money valuation of Series A rounds and valuation cap of convertible notes.

Leading voices in the startup community have put this issue on the founders radar5 and many investors
are now agreeing to either:

(i) Convert notes into a combination of preferred stock and common stock, such that the price
discount resulting from the valuation cap is paid in common stock and the aggregate liquidation
preference of the shares of preferred stock issued upon conversion of the notes equals the principal
plus interest of the notes; or

(ii) Convert notes into shadow preferred stock, which is a series of stock that is exactly the same
as the preferred stock issued to new money investors in all respects except for the liquidation preference
and anti-dilution and dividend rights. The liquidation preference of such shadow preferred stock equals
the principal plus interest of the notes, instead of the price per share paid by the new money investors.
The SAFE securities popularized by Y Combinator incorporate this approach6.

The result of both of these solutions is that noteholders liquidation preference is equal to their investment
amount.

However, these solutions come with some downsides. The conversion to common stock may significantly
impact the control that founders have over the companys outstanding common stock, which becomes
relevant for purposes of calculating voting thresholds for future financings, recapitalizations, and
acquisitions. In addition to adding a layer of complexity to the legal documents, the conversion to shadow
preferred stock gives the former noteholders blocking rights under Delaware corporate law with respect
to any amendment to the companys certificate of incorporation that would alter or change the powers,
preferences or special rights of the shares of such class so as to affect them adversely. The result is that
any recapitalization, for example, will require consent of the former noteholders, voting as a separate
class, instead of voting as part of the same class as the new money investors.

Founders issuing convertible notes should carefully weigh the benefits of eliminating the liquidation
preference overhang with the voting rights implications of issuing common stock or shadow preferred
stock.

Trends and Developments 5

DEAL TERMS HIGHLIGHTS

Deal Term Highlights: Convertible Note Financings

Our survey data shows a continuing increase in the size of convertible note rounds.
Amounts raised in convertible note rounds are on the rise the median convertible note raise
in the last four quarters was $1,000,000, up from $950,000 in the prior three quarters.

Valuation caps for the convertible notes continue trending more favorably for companies.
The median valuation cap for convertible notes in the last four quarters was $7,500,000.

The continuation of party rounds where companies round up numerous investors to

participate in financings is again confirmed by our survey data. The median number of investors
participating in note rounds was 13 in the last four quarters.

52% of notes rounds in the last four quarters included preemptive (pro rata) rights for investors.

Deal Term Highlights: Equity Financings

The terms for equity financing rounds have remained relatively stable and founder-friendly,
while the size of such rounds is increasing.
Amounts raised in equity rounds are on the rise the median equity raise in the last four
quarters was $2,700,000, up from $2,000,000 in the prior three quarters.

Pre-money valuations continue to increase median in the last four quarters was $8,300,000.

From a control perspective, investors are taking board seats more often. In the last four quarters,
investors took board seats in 93% of equity seed rounds.

Investors got preemptive (pro rata) rights in 96% of seed equity deals in the last four quarters.

Deal Term Highlights: SAFE Financings

The terms for SAFE financing rounds show similar trends as the note and equity rounds
size of rounds is larger and valuation caps are higher.
Amounts raised in SAFE rounds are getting closer to those in convertible note rounds
the median SAFE raise in the last four quarters was $810,000.

The median valuation cap for SAFEs in the last four quarters was $8,000,000.

Investors were promised the grant of preemptive (pro rata) rights in the next round
in 70% of SAFE rounds.

Highlights 6
THE DATA: CONVERTIBLE NOTE ROUNDS

Who is in and for how much?

AGGREGATE INVESTMENT AMOUNT
(MEDIAN)
$1,200,000
The amount of money raised by
$1,000,000 companies using convertible notes
continues to grow, with the median
$800,000
raise this year of $1 million. This was
$600,000 an increase from the median of
$400,000 the prior three quarters of $950,000.

$200,000

$-
2014 (Q1-Q3) Last 4 Quarters

SIZE OF ROUND
60% There continues to be an
increase in the number of
50%
companies raising more than
40% $1 million using convertible
< $500K
notes. A majority of companies
30% $500K $1MM
have raised at least $100,000
> $1MM
20% in their note rounds.

10%

0%
2014 (Q1-Q3) Last 4 Quarters

NUMBER OF INVESTORS
(MEDIAN)
14 The phenomenon of party rounds is holding
12 steady as companies include higher numbers
of investors in their note rounds. We saw a
10
median of 13 investors per note round during
8 the last four quarters.
6

0
2014 (Q1-Q3) Last 4 Quarters

The Data: Notes 7

THE DATA: CONVERTIBLE NOTE ROUNDS

Making it worth the investors while

Interest Rates. The principal invested via convertible notes typically accrues simple interest. Interest
rates range from the applicable federal rate (AFR), a rate minimum set by the IRS (usually around
or below 1%) to the maximum rate allowable under the applicable states usury laws. In a strong
majority of note deals, the interest rate falls in the range of 4% to 8%.

Conversion Discounts and Caps. Conversion

INTEREST RATES discounts and conversion caps are sweeteners
100% that reward early investors by granting them the
right to convert their principal plus interest into
80% equity at a reduced price relative to the purchase
price paid by the new investors in the next equity
60%
round. Conversion discounts specifically provide
40% for a percentage discount against the new round
price. Our data shows that conversion discount
20% is typically 20%. Conversion caps, on the other
hand, are ceilings on the value of the company
0%
2014 (Q1-Q3) Last 4 Quarters
for purposes of determining the conversion price.
Caps protect a note investors stake from being
<4% Interest Rate
>8% Interest Rate swallowed up in the event of a sky-high pre-money
4%-8% Interest Rate
valuation at the next equity round. Our survey data
shows that the valuation caps have continued
increasing to a median of $7.5 million.

CONVERSION DISCOUNTS
80%
70% CONVERSION VALUATION CAP
60% (MEDIAN, WITH PERCENTAGE OF DEALS CAPPED)
50% $8,000,000
95% 95%
40%
$6,000,000
30%
20% $4,000,000
10%
$2,000,000
0%
2014 (Q1-Q3) Last 4 Quarters $-
2014 (Q1-Q3) Last 4 Quarters
No Discount
20% Discount
10% Discount
25% Discount
15% Discount

Warrant Coverage. While more frequently used in the past as a sweetener in lieu of conversion discounts,
warrants are no longer favored as a means of compensating the investors with additional equity. In the
last four quarters, warrants were used in 1% of note deals.

The Data: Notes 8

THE DATA: CONVERTIBLE NOTE ROUNDS

When the company is acquired before conversion

Pre-equity round acquisitions have become a more common occurrence. In some cases, companies
reach significant milestones with the larger amounts of money they have raised using notes. In others,
companies fail to achieve traction despite a large note funding and need to find a soft landing.
Unlike the control rights associated with equity investment, note investors almost always lack the
contractual right to veto a sale of the company.

OPTIONAL CONVERSION UPON Seeking to capture upside and maintain more

CHANGE OF CONTROL control over their destiny, note investors often
want the option to convert their principal plus
100%
interest into equity upon an acquisition (in lieu
80% of repayment of the note). Such conversion
typically occurs at the conversion cap valuation
60% or the fair market value of the equity implied
40% by the acquisition (or some discount thereof).
Investors continue to demand this optional
20% conversion right in vast majority of deals.
0%
2014 (Q1-Q3) Last 4 Quarters

CHANGE OF CONTROL PREMIUM

Another sweetener upon an acquisition 100%
is the right to receive a premium on top
of the principal plus interest. The premium 80%
is typically set at a multiple of the principal
60%
amount of the note. Change of control
premiums are still not the norm, but they 40%
are being used more frequently.
20%

0%
2014 (Q1-Q3) Last 4 Quarters

>2x COC Premium

No COC Premium
Up to 2x COC Premium

The Data: Notes 9

THE DATA: CONVERTIBLE NOTE ROUNDS

Other Points of Data

When is the note due? What happens upon maturity?

The maturity term for convertible notes (the due date for the loan) typically falls within a 12 to 24
month range. In practicality, note maturity is not a hard-and-fast end of the line for the company.
Because most note investors are seeking the equity upside and do not invest for the purpose of earning
interest income, they are often willing to extend the term of the note to give the company a longer
runaway to reach a Series A round. Across our portfolio of company clients, we could not find any
examples of note investors forcing a company into bankruptcy when the notes came due.

Along these lines, a note investors worst fear is not that they will lose the money they have invested.
Instead, investors worry that the company will successfully use the note round proceeds, pay the
investors back at the end of the note term, and then sell the company for $1 billion twelve months later.
As a result, investors often want the right to convert their principal plus interest into equity upon maturity
in lieu of repayment of the note. The trend is for more and more notes to allow for such optional
conversion (into either Common Stock or Preferred Stock).

MATURITY TERM
(WITH PERCENTAGE ALLOWING CONVERSION AT MATURITY)
68% 76%
100%

80%

60% <12 Months

12 24 Months
40%
>24 Months
20%

0%
2014 (Q1-Q3) Last 4 Quarters

Other Note Terms:

FREQUENCY OF OTHER NOTE TERMS

2014 (Q1-Q3) Last 4 Quarters

Notes Secured by Company Assets 0% 0%

Board Seats for Note Investors 2% 6%

Most Favored Nation Protection 15% 16%

Preemptive (Pro Rata) Rights 25% 52%

Convertible notes issued in seed rounds are almost always unsecured; and it is still quite unusual for
a note investor to receive a board seat. Investors are increasingly asking for the right to invest additional
capital in subsequent rounds.

The Data: Notes 10

THE DATA: EQUITY ROUNDS
Who is in and for how much?
EQUITY RAISED
(MEDIAN) Median investment size was $2.7
$10,000,000
million, which is a 35% increase from
$8,000,000 the prior three quarters. Median
pre-money valuation also increased
$6,000,000
by 10% to $8.3 million.
$4,000,000

$2,000,000

$
2014 (Q1-Q3) Last 4 Quarters

Equity Raised (Median) Pre-Money Valuation (Median)

SIZE OF ROUND
60%
A majority of deals raised more 50%
than $2 million and only 6% of
40%
deals raised less than $1 million. Less than $1mm
30% $1mm - $2mm
20% $2mm - $4mm

10%

0%
2014 (Q1-Q3) Last 4 Quarters

NUMBER OF INVESTORS
(MEDIAN)
14 The phenomenon of party rounds
12 continues as the median of 13 investors
10 participated in each equity round.
8
6
4
2
0
2014 (Q1-Q3) Last 4 Quarters

The Data: Equity Rounds 11

THE DATA: EQUITY ROUNDS
Economic Rights and Control Provisions
The trend over the last few years has been for the investors to ask for the same bundle
of basic economic and control rights that are typically a part of Series A rounds. In particular:

Investor Board Seats. We are seeing investors take board seats in a vast majority of seed equity
deals as investors look to assume a more hands-on role.

Pro Rata Rights. All or at least a subset of investors were given the right to invest additional capital
in subsequent rounds in more than 95% of seed equity deals. Often, the company will set a minimum
investment threshold that must be met in order for investors to enjoy pro rata rights. However, we
are seeing more and more seed deals where all investors in the round are receiving pro rata rights.
Further, where thresholds are set, they are trending lower.

ECONOMIC AND CONTROL RIGHTS GIVEN TO EQUITY INVESTORS

2014 (Q1- Q3) Last 4 Quarters

Preemptive (Pro Rata) Rights 95% 96%

No investment threshold required 21% 38%

Up to $100,000 investment threshold required 58% 44%

Over $100,000 investment threshold required 21% 18%

Non-participating Preferred Stock 97% 99%

Amount of Liquidation Preference

1x Preference 99% 100%

>1x Preference 1% 0%

Anti-Dilution Protection 85% 94%

ROFR and Co-Sale Rights 88% 96%

Drag-Along Rights 82% 89%

Redemption Rights 3% 2%

Investor Board Seat

No Seat 8% 7%

1 Seat 84% 85%

>1 Seat 8% 8%

Standard Protective Provisions 100% 100%

The Data: Equity Rounds 12

THE DATA: SAFE
Basic Deal Terms
Simple agreement for future equity SAFEs are intended to be a simpler alternative to convertible
notes and do not have as many terms to negotiate. For example, since a SAFE is not a debt
instrument, it does not have a maturity date or accrue interest.

Investment Amount. As has been the case historically, the amount of capital raised using SAFEs has
been lower than amounts raised under convertible notes, with the median raise of $810,000 during
the last four quarters. However, this is a significant increase from the median raise of $500,000 in the
prior three quarters.

Number of Investors. The phenomenon of party rounds is growing with SAFEs, as the median number
of investors has increased to 15.

Valuation Cap. The median valuation cap of $8,000,000 is actually higher than that for convertible
note rounds. This is at least partly because SAFEs are used most often by companies coming out of
the Y Combinator ecosystem.

SAFE TERMS
2014 (Q1-Q3) Last 4 Quaters

Equity Raised (Median) $500,000 $810,000

Number of Investors (Median) 7 15

Valuation Cap (Median) $5,000,000 $8,000,000

Discount

No Discount 29% 50%

20% Discount 71% 50%

Conversion upon Change of Control 100% 100%

Change of Control Premium

No Premium 53% 59%

> 1x Premium 47% 41%

Preemptive Rights 89% 90%

Most Favored Nation 14% 30%

Price Discount. Only half of the deals included a conversion price discount.

Change of Control. While all deals allowed for conversion upon a change of control, a majority did
not include a change of control premium.

Preemptive Rights. As consistent with seed note and equity deals, most SAFE deals include a promise
to grant pro rata rights in the next equity round.

MFN. Most Favored Nation provisions require amendment of the SAFE if the company subsequently
issues SAFEs with more favorable terms to other investors. MFNs provisions are more common in deals
with no discount or valuation cap.

The Data: SAFE 13

ADMINISTRIVIA

Sources
1. http://www.siliconlegal.com/reports/seed-financing-report-2010-2012

2. http://www.siliconlegal.com/reports/seed-financing-report-2014

3. http://venturebeat.com/2015/11/07/why-seed-extensions-are-becoming-the-new-normal-in-
fundraising/

4. http://www.feld.com/archives/2015/06/pre-money-vs-post-money-confusion-convertible-
notes.html

5. http://www.bothsidesofthetable.com/2015/05/30/one-simple-paragraph-every-entrepreneur-
should-add-to-their-convertible-notes/

6. https://www.ycombinator.com/documents/

Acknowledgements
Wed like to thank the entire Silicon Legal team for their input and assistance in making this report
a reality. A special thank you goes out to Victoria Martinez of Diosa Designs.

Disclaimer: This report is not intended, and should not be considered, as legal advice and there can be no
assurance that the information provided herein is error-free. Neither Silicon Legal, nor any of its partners,
associates, staff or agents shall have any liability for any information contained herein, including any errors
or incompleteness.

Administrivia 14
 About Us

Silicon Legal Strategy is the premier boutique law firm providing targeted,
bottom-line-oriented advice to technology startups, innovative entrepreneurs
and seasoned investors. Trained at the top firms in Silicon Valley, our attorneys
and staff are incredibly passionate about technology and have extensive
experience representing early stage companies and investors. We are
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issues. We face these challenges every day -- and as a result, are able
to deliver more relevant, bottom-line-oriented advice. Put simply, we actually
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