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THIS ARTICLE FROM PAUL GRAHAM (Y COMBINATOR) is the bible of startup funding.




#Startup #Valuation #Serious #Funding #Fundraising


“Venture funding works like gears. A typical startup goes through several rounds of funding, and at each round you want to take just enough money to reach the speed where you can shift into the next gear.



Few startups get it quite right. Many are underfunded. A few are overfunded, which is like trying to start driving in third gear.

Let’s start by talking about the five sources of startup funding.


1. Friends and Family

A lot of startups get their first funding from friends and family.
If your friends or family happen to be rich, the line blurs between them and angel investors.
The advantage of raising money from friends and family is that they’re easy to find. You already know them. There are three main disadvantages: you mix together your business and personal life; they will probably not be as well connected as angels or venture firms; and they may not be accredited investors, which could complicate your life later.


Of course the odds of any given startup doing an IPO are small. But not as small as they might seem. A lot of startups that end up going public didn’t seem likely to at first.


2. Consulting

Another way to fund a startup is to get a job. The best sort of job is a consulting project in which you can build whatever software you wanted to sell as a startup. Then you can gradually transform yourself from a consulting company into a product company, and have your clients pay your development expenses.

In this case, you trade decreased financial risk for increased risk that your company won’t succeed as a startup. But isn’t the consulting company itself a startup? No, not generally. A company has to be more than small and newly founded to be a startup. There are millions of small businesses in America, but only a few thousand are startups.

To be a startup, a company has to be a product business, not a service business. By which I mean not that it has to make something physical, but that it has to have one thing it sells to many people, rather than doing custom work for individual clients.

Custom work doesn’t scale. To be a startup you need to be the band that sells a million copies of a song, not the band that makes money by playing at individual weddings and bar mitzvahs.

So you have to be very disciplined if you take the consulting route. You have to work actively to prevent your company growing into a “weed tree,” dependent on this source of easy but low-margin money

3. Angel Investors

Angels are individual rich people. Angels who’ve made money in technology are preferable, for two reasons: they understand your situation, and they’re a source of contacts and advice.

The contacts and advice can be more important than the money.

You can do whatever you want with money from consulting or friends and family. With angels we’re now talking about venture funding proper, so it’s time to introduce the concept of exit strategy.

Younger would-be founders are often surprised that investors expect them either to sell the company or go public. The reason is that investors need to get their capital back. They’ll only consider companies that have an exit strategy—meaning companies that could get bought or go public.

The principle of an “exit” is not just something forced on startups by investors, but part of what it means to be a startup.

Another concept we need to introduce now is valuation. When someone buys shares in a company, that implicitly establishes a value for it.

If someone pays $20,000 for 10% of a company, the company is in theory worth $200,000. I say “in theory” because in early stage investing, valuations are voodoo. As a company gets more established, its valuation gets closer to an actual market value. But in a newly founded startup, the valuation number is just an artifact of the respective contributions of everyone involved.

For the valuation of your startup, go on

The best way to find angel investors is through personal introductions. You could try to cold-call angel groups near you, but angels, like VCs, will pay more attention to deals recommended by someone they respect.

Deal terms with angels vary a lot. There are no generally accepted standards. Sometimes angels’ deal terms are as fearsome as VCs’. Other angels, particularly in the earliest stages, will invest based on a two-page agreement.

It’s obvious why investors delay. Investing in startups is risky! When a company is only two months old, every day you wait gives you 1.7% more data about their trajectory. But the investor is already being compensated for that risk in the low price of the stock, so it is unfair to delay.

Funding delays are a big distraction for founders and the only leverage you have is competition. If an investor knows you have other investors lined up, he’ll be a lot more eager to close– and not just because he’ll worry about losing the deal, but because if other investors are interested, you must be worth investing in.

The key to closing deals is never to stop pursuing alternatives. When an investor says he wants to invest in you, or an acquirer says they want to buy you, don’t believe it till you get the check. Your natural tendency when an investor says yes will be to relax and go back to writing code. Alas, you can’t; you have to keep looking for more investors, if only to get this one to act

4. Seed Funding Firms

Seed firms are like angels in that they invest relatively small amounts at early stages, but like VCs in that they’re companies that do it as a business, rather than individuals making occasional investments on the side.

Till now, nearly all seed firms have been so-called “incubators,” like Y Combinator gets called one too, though the only thing we have in common is that we invest in the earliest phase.


Because seed firms are companies rather than individual people, reaching them is easier than reaching angels. Just go to their web site and send them an email. The importance of personal introductions varies, but is less than with angels or VCs.

The fact that seed firms are companies also means the investment process is more standardized. (This is generally true with angel groups too.) Seed firms will probably have set deal terms they use for every startup they fund. The fact that the deal terms are standard doesn’t mean they’re favorable to you, but if other startups have signed the same agreements and things went well for them, it’s a sign the terms are reasonable.

Seed firms differ from angels and VCs in that they invest exclusively in the earliest phases—often when the company is still just an idea. Angels and even VC firms occasionally do this, but they also invest at later stages.

The problems are different in the early stages. For example, in the first couple months a startup may completely redefine their idea. So seed investors usually care less about the idea than the people. This is true of all venture funding, but especially so in the seed stage.
Like VCs, one of the advantages of seed firms is the advice they offer. But because seed firms operate in an earlier phase, they need to offer different kinds of advice. 

5. Venture Capital Funds

VC firms are like seed firms in that they’re actual companies, but they invest other people’s money, and much larger amounts of it. VC investments average several million dollars. So they tend to come later in the life of a startup, are harder to get, and come with tougher terms.

The better ones usually will not give a term sheet unless they really want to do a deal. The second or third tier firms have a much higher break rate—it could be as high as 50%.

Because VCs invest large amounts, the money comes with more restrictions. Most only come into effect if the company gets into trouble. For example, VCs generally write it into the deal that in any sale, they get their investment back first. So if the company gets sold at a low price, the founders could get nothing. Some VCs now require that in any sale they get 4x their investment back before the common stock holders (that is, you) get anything, but this is an abuse that should be resisted.

Another difference with large investments is that the founders are usually required to accept “vesting”—to surrender their stock and earn it back over the next 4-5 years. VCs don’t want to invest millions in a company the founders could just walk away from. Financially, vesting has little effect, but in some situations it could mean founders will have less power. If VCs got de facto control of the company and fired one of the founders, he’d lose any unvested stock unless there was specific protection against this. So vesting would in that situation force founders to toe the line.

The most noticeable change when a startup takes serious funding is that the founders will no longer have complete control. Ten years ago VCs used to insist that founders step down as CEO and hand the job over to a business guy they supplied. This is less the rule now, partly because the disasters of the Bubble showed that generic business guys don’t make such great CEOs.

But while founders will increasingly be able to stay on as CEO, they’ll have to cede some power, because the board of directors will become more powerful. In the seed stage, the board is generally a formality; if you want to talk to the other board members, you just yell into the next room. This stops with VC-scale money. In a typical VC funding deal, the board of directors might be composed of two VCs, two founders, and one outside person acceptable to both. The board will have ultimate power, which means the founders now have to convince instead of commanding.

Like angels, VCs prefer to invest in deals that come to them through people they know. So while nearly all VC funds have some address you can send your business plan to, VCs privately admit the chance of getting funding by this route is near zero. One recently told me that he did not know a single startup that got funded this way.

One of the most difficult problems for startup founders is deciding when to approach VCs. You really only get one chance, because they rely heavily on first impressions


It is, unfortunately, common for VCs to put terms in an agreement whose consequences surprise founders later, and also common for VCs to defend things they do by saying that they’re standard in the industry.


Most successful startups get money from more than one of the preceding five sources. And, confusingly, the names of funding sources also tend to be used as the names of different rounds. The best way to explain how it all works is to follow the case of a hypothetical startup.

h2> Stage 1: Seed Round

Our startup begins when a group of three friends have an idea– either an idea for something they might build, or simply the idea “let’s start a company.” Presumably they already have some source of food and shelter. But if you have food and shelter, you probably also have something you’re supposed to be working on: either classwork, or a job. So if you want to work full-time on a startup, your money situation will probably change too.

The three friends decide to take the leap. Since most startups are in competitive businesses, you not only want to work full-time on them, but more than full-time. So some or all of the friends quit their jobs or leave school. (Some of the founders in a startup can stay in grad school, but at least one has to make the company his full-time job.)
They’re going to run the company out of one of their apartments at first, and since they don’t have any users they don’t have to pay much for infrastructure. Their main expenses are setting up the company, which costs a couple thousand dollars in legal work and registration fees, and the living expenses of the founders.

The phrase “seed investment” covers a broad range. To some VC firms it means $500,000, but to most startups it means several months’ living expenses. We’ll suppose our group of friends start with $15,000 from their friend’s rich uncle, who they give 5% of the company in return. There’s only common stock at this stage. They leave 20% as an options pool for later employees (but they set things up so that they can issue this stock to themselves if they get bought early and most is still unissued), and the three founders each get 25%.

By living really cheaply they think they can make the remaining money last five months. When you have five months’ runway left, how soon do you need to start looking for your next round? Answer: immediately. It takes time to find investors, and time (always more than you expect) for the deal to close even after they say yes. So if our group of founders know what they’re doing they’ll start sniffing around for angel investors right away. But of course their main job is to build version 1 of their software.

The friends might have liked to have more money in this first phase, but being slightly underfunded teaches them an important lesson. For a startup, cheapness is power. The lower your costs, the more options you have—not just at this stage, but at every point till you’re profitable. When you have a high “burn rate,” you’re always under time pressure, which means (a) you don’t have time for your ideas to evolve, and (b) you’re often forced to take deals you don’t like.

Every startup’s rule should be: spend little, and work fast.

After ten weeks’ work the three friends have built a prototype that gives one a taste of what their product will do.
They’ve also written at least a skeleton business plan, addressing the five fundamental questions: what they’re going to do, why users need it, how large the market is, how they’ll make money, and who the competitors are and why this company is going to beat them. (That last has to be more specific than “they suck” or “we’ll work really hard.”)

If you have to choose between spending time on the demo or the business plan, spend most on the demo. Software is not only more convincing, but a better way to explore ideas.

Stage 2: Angel Round

While writing the prototype, the group has been traversing their network of friends in search of angel investors. They find some just as the prototype is demoable. When they demo it, one of the angels is willing to invest. Now the group is looking for more money: they want enough to last for a year, and maybe to hire a couple friends. So they’re going to raise $200,000.

The angel agrees to invest at a pre-money valuation of $1 million. The company issues $200,000 worth of new shares to the angel; if there were 1000 shares before the deal, this means 200 additional shares. The angel now owns 200/1200 shares, or a sixth of the company, and all the previous shareholders’ percentage ownership is diluted by a sixth. After the deal, the capitalization table looks like this:


shareholder      shares    percent


angel                  200       16.7

uncle                   50        4.2

each founder    250       20.8

option pool        200       16.7

n                 —-      —–

total                   1200      100


An angel investing $200k would probably expect a seat on the board of directors. He might also want preferred stock, meaning a special class of stock that has some additional rights over the common stock everyone else has. Typically these rights include vetoes over major strategic decisions, protection against being diluted in future rounds, and the right to get one’s investment back first if the company is sold.

The angel deal takes two weeks to close, so we are now three months into the life of the company.

With an apparently inexhaustible sum of money sitting safely in the bank, the founders happily set to work turning their prototype into something they can release. They hire one of their friends—at first just as a consultant, so they can try him out—and then a month later as employee #1. They pay him the smallest salary he can live on, plus 3% of the company in restricted stock, vesting over four years.


How much stock do you give early employees? That varies so much that there’s no conventional number. If you get someone really good, really early, it might be wise to give him as much stock as the founders. The one universal rule is that the amount of stock an employee gets decreases polynomially with the age of the company..

Step 3: Series A Round

Armed with their now somewhat fleshed-out business plan and able to demo a real, working system, the founders visit the VCs they have introductions to. They find the VCs intimidating and inscrutable. They all ask the same question: who else have you pitched to? (VCs are like high school girls: they’re acutely aware of their position in the VC pecking order, and their interest in a company is a function of the interest other VCs show in it.)

One of the VC firms says they want to invest and offers the founders a term sheet. A term sheet is a summary of what the deal terms will be when and if they do a deal; lawyers will fill in the details later. By accepting the term sheet, the startup agrees to turn away other VCs for some set amount of time while this firm does the “due diligence” required for the deal. Due diligence is the corporate equivalent of a background check: the purpose is to uncover any hidden bombs that might sink the company later, like serious design flaws in the product, pending lawsuits against the company, intellectual property issues, and so on. VCs’ legal and financial due diligence is pretty thorough, but the technical due diligence is generally a joke.

The due diligence discloses no ticking bombs, and six weeks later they go ahead with the deal. Here are the terms: a $2 million investment at a pre-money valuation of $4 million, meaning that after the deal closes the VCs will own a third of the company (2 / (4 + 2)). The VCs also insist that prior to the deal the option pool be enlarged by an additional hundred shares. So the total number of new shares issued is 750, and the cap table becomes:


shareholder   shares    percent


VCs                   650       33.3

angel                 200      10.3

uncle                 50         2.6

each founder   250      12.8

employee         36*        1.8         *unvested

option pool      264       13.5

—-      —–

total                 1950      100


This picture is unrealistic in several respects. For example, while the percentages might end up looking like this, it’s unlikely that the VCs would keep the existing numbers of shares. In fact, every bit of the startup’s paperwork would probably be replaced, as if the company were being founded anew. Also, the money might come in several tranches, the later ones subject to various conditions—though this is apparently more common in deals with lower-tier VCs (whose lot in life is to fund more dubious startups) than with the top firms.

VCs regard angels the way a jealous husband feels about his wife’s previous boyfriends. To them the company didn’t exist before they invested in it. 

I don’t want to give the impression you have to do an angel round before going to VCs. In this example I stretched things out to show multiple sources of funding in action. Some startups could go directly from seed funding to a VC round; several of the companies we’ve funded have.

The founders are required to vest their shares over four years, and the board is now reconstituted to consist of two VCs, two founders, and a fifth person acceptable to both. The angel investor cheerfully surrenders his board seat.

At this point there is nothing new our startup can teach us about funding—or at least, nothing good. The startup will almost certainly hire more people at this point; those millions must be put to work, after all. The company may do additional funding rounds, presumably at higher valuations. They may if they are extraordinarily fortunate do an IPO, which we should remember is also in principle a round of funding, regardless of its de facto purpose. But that, if not beyond the bounds of possibility, is beyond the scope of this article.

Deals Fall Through

Anyone who’s been through a startup will find the preceding portrait to be missing something: disasters. If there’s one thing all startups have in common, it’s that something is always going wrong. And nowhere more than in matters of funding.

For example, our hypothetical startup never spent more than half of one round before securing the next. That’s more ideal than typical. Many startups—even successful ones—come close to running out of money at some point. Terrible things happen to startups when they run out of money, because they’re designed for growth, not adversity.

But the most unrealistic thing about the series of deals I’ve described is that they all closed. In the startup world, closing is not what deals do. What deals do is fall through. If you’re starting a startup you would do well to remember that. Birds fly; fish swim; deals fall through.




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