As we were writing these posts, “rolling funds” became a topic of conversation on “VC Twitter”. Ignoring the “rolling” part for a second, these are simply funds marketed publicly - and so have to use the 506(c) exemption.Although supposedly “revolutionary”, using...
Back to basics
Back to basics: General Solicitation: 506(c) offerings
506(c) offeringsAs you could probably guess from the last post, it is not actually that easy to qualify for a 506(b) exemption. However, all is not lost if you do not have pre-existing, substantive relationships with accredited angel investors eager to invest in early...
Back to basics: General Solicitation: Pre-existing substantive relationships
Pre-existing relationshipsOne way to avoid general solicitation is to ensure that securities are only offered to those with whom the issuer has a “pre-existing, substantive relationship”.Naturally, this raises the question: what is a “pre-existing” relationship? How...
Back to basics: General Solicitation: Who was General Solicitation?
Who was General Solicitation?The short answer: publicly advertising that you are selling securities.The longer answer begins in 1933. That year, Congress passed the Securities Act. (If you like primary sources you can download the full text here, from the SEC’s...
Back to basics: General Solicitation: A few disclaimers
If you came back after yesterday’s post, we commend your dedication! You may (understandably) not particularly care about the intricacies of the Securities Act of 1933, the resulting SEC rules, or their state-level equivalents. However, if you are trying to raise...
Back to basics: General Solicitation: The Perils of General Solicitation
At VentureSouth, we’ve learned a lot from Twitter. We also try hard to avoid trouble with regulators - both for ourselves and our portfolio companies. Over the past few weeks, those previous sentences have created some cognitive dissonance as we’ve watched...
Back to basics: valuations – how do you work it out?
Now you know what a valuation is, how do you figure out what your valuation is?The short answer to this question is simply “whatever someone will pay.” It sounds trite, but it’s true.There are plenty of online resources describing the various methods for estimating...
Back to basics: pre- vs. post- complications
Four, more complexity between “pre-money” and “post-money”Imagine a company that has previously raised a $100,000 convertible note whose terms require it to convert into equity if the company raises $500,000 of equity capital. Now it raises $500,000 on a $2 million...
Back to basics: pre- vs. post-money valuation
Third, the “pre-money” vs. “post-money” confusionAngels speaking in terms of “pre-money valuations” can lead to some confusion. Entrepreneurs often think in terms of “share of the company sold” and the cost of that stake in the company. So, for example, they might say...
Back to basics: pre-money valuation
Second, what is “pre-money valuation”?Angels talk about “pre-money valuation.” This simply means the valuation (that we talked about last time) before this round of funding is being invested in the company. “Pre-money” simply means “before the investment.”Our basic...