Deal Structure What Exactly are you Buying?
Are you buying newly issued Common Shares, Preferred Shares, Debt, or some hybrid (like a Convertible Debenture with an Option or Warrant)?
Deal Structure
32% Convertible Debentures
5% Loans (Debt)
2% Other
35% Preferred Shares
27% Common Shares
Source: Mason & Tjahjakartana , 2016 Report on Angel Investing Activity in Canada
Common shares – Founders’ and investors’ shares are treated equally. Preferred shares – Investors’ shares are preferred to founders’ common shares. Investors’ shares can include anti-dilution, liquidation preferences, veto rights, say over pay, board seats… Loans – This is a debt instrument and not an equity purchase. It can be collateralized against assets such as equipment, intellectual property and source code. Convertible debenture – This is a loan that converts into equity upon some trigger event, like the next round of financing. If things go badly, the investors get the assets and if things go well, the debenture converts to equity at a discount to the next round. SAFE – Simple Agreement for Future Equity – This is a standardized hyper- simplified form of discount to next round that saves the cost and effort of issuing shares.
Visit www.nacocanada.com for more information on deal terms from the Common Docs Initiative.
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| Introduction to Angel Investing: How to Start
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