Washington Term Sheet - Series Seed Preferred Share for Company

• Category: Corporations - Startup - Venture Financing Process
• State: Multi-State
• Control #: US-ENTREP-005-1
• Format: Word; Rich Text

Description

Seed funding typically refers to the first money invested in the company from a source other than the founders. It can also be helpful to think of seed funding as the money invested in the company before it raises its first round of venture capital. The Term Sheet is a nonbinding agreement between an investor and the company, that outlines the broader terms and conditions of an investment deal. Parties frequently use it as a template and starting point for the more detailed and legally binding documents that come later. Once parties agree on the details contained in the Term Sheet, the process moves forward to forming the legal documents that facilitate the investment in the company. A term sheet is a legal document that outlines the key terms and conditions of an investment deal, including the rights and obligations of both the company seeking funding and the investors providing the capital. In Washington State, there are various types of term sheets available for companies, including the Washington Term Sheet — Series Seed Preferred Share. The Series Seed Preferred Share is a type of equity financing often used by early-stage startups seeking funding from angel investors or venture capital firms. It acts as a bridge between the initial funding obtained from friends and family or angel investors and later rounds of financing from institutional investors. The Washington Term Sheet — Series Seed Preferred Share typically includes important provisions such as: 1. pre-Roman Valuation: This term specifies the value of the company before the investment is made, which determines the percentage of ownership the investors will receive in exchange for their investment. 2. Investment Amount: The term sheet outlines the agreed-upon amount of capital that the investor will provide to the company. 3. Liquidation Preference: This provision states the order of priority for distributing funds in the event of a liquidation or sale of the company. Series Seed Preferred shareholders usually have a preference over common shareholders in receiving their investment back before any proceeds are distributed to other shareholders. 4. Dividends: The term sheet may include provisions for cumulative or non-cumulative dividends, which determine whether unpaid dividends accrue over time and if they must be paid before any other distributions can be made. 5. Conversion Rights: Series Seed Preferred shareholders often have the option to convert their preferred shares into common shares at a predetermined conversion ratio. This allows them to benefit from any potential upside if the company achieves significant growth or goes public. 6. Anti-Dilution Protection: This provision protects investors from future dilution caused by issuing stock at a lower valuation in subsequent funding rounds. It ensures that investors' percentage ownership remains intact even if the company raises additional capital at a lower valuation. 7. Board Seat and Voting Rights: The term sheet outlines whether the investors will have the right to appoint a representative to the company's board of directors and any other voting rights they may possess. 8. Rights of First Refusal and Co-Sale: These provisions enable investors to maintain their ownership percentage by granting them the right to participate in future equity offerings and the ability to sell their shares alongside the founders or other major shareholders if they decide to sell their holdings. 9. Founder Vesting: This term details the conditions under which founders' shares will vest over time, often through a four-year vesting schedule with a one-year cliff period. It's important to note that term sheets can vary from case to case, and specific terms may be negotiated depending on the unique circumstances of each investment deal. Before signing any term sheet, it is crucial for both parties to consult legal professionals to ensure a comprehensive understanding of the rights, obligations, and associated risks.

A term sheet is a legal document that outlines the key terms and conditions of an investment deal, including the rights and obligations of both the company seeking funding and the investors providing the capital. In Washington State, there are various types of term sheets available for companies, including the Washington Term Sheet — Series Seed Preferred Share. The Series Seed Preferred Share is a type of equity financing often used by early-stage startups seeking funding from angel investors or venture capital firms. It acts as a bridge between the initial funding obtained from friends and family or angel investors and later rounds of financing from institutional investors. The Washington Term Sheet — Series Seed Preferred Share typically includes important provisions such as: 1. pre-Roman Valuation: This term specifies the value of the company before the investment is made, which determines the percentage of ownership the investors will receive in exchange for their investment. 2. Investment Amount: The term sheet outlines the agreed-upon amount of capital that the investor will provide to the company. 3. Liquidation Preference: This provision states the order of priority for distributing funds in the event of a liquidation or sale of the company. Series Seed Preferred shareholders usually have a preference over common shareholders in receiving their investment back before any proceeds are distributed to other shareholders. 4. Dividends: The term sheet may include provisions for cumulative or non-cumulative dividends, which determine whether unpaid dividends accrue over time and if they must be paid before any other distributions can be made. 5. Conversion Rights: Series Seed Preferred shareholders often have the option to convert their preferred shares into common shares at a predetermined conversion ratio. This allows them to benefit from any potential upside if the company achieves significant growth or goes public. 6. Anti-Dilution Protection: This provision protects investors from future dilution caused by issuing stock at a lower valuation in subsequent funding rounds. It ensures that investors' percentage ownership remains intact even if the company raises additional capital at a lower valuation. 7. Board Seat and Voting Rights: The term sheet outlines whether the investors will have the right to appoint a representative to the company's board of directors and any other voting rights they may possess. 8. Rights of First Refusal and Co-Sale: These provisions enable investors to maintain their ownership percentage by granting them the right to participate in future equity offerings and the ability to sell their shares alongside the founders or other major shareholders if they decide to sell their holdings. 9. Founder Vesting: This term details the conditions under which founders' shares will vest over time, often through a four-year vesting schedule with a one-year cliff period. It's important to note that term sheets can vary from case to case, and specific terms may be negotiated depending on the unique circumstances of each investment deal. Before signing any term sheet, it is crucial for both parties to consult legal professionals to ensure a comprehensive understanding of the rights, obligations, and associated risks.