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In this post we discuss a bill in Congress (HALOS Act) that would make it easier for startups to raise funds at pitch events.

Presentations made at startup demo days on college campuses and at accelerator pitch events routinely mention the details of a company’s effort to raise capital through the private sale of securities. This practice, however, raises concerns over whether these presentations amount to a ‘general solicitation’ for a company’s securities under Regulation D of the Securities Act. The definition of a general solicitation could include any advertisement, article, or other communication, including any meeting where the attendees were invited by a general advertisement that present the opportunity to participate in a company’s securities offering. If an early stage company makes a general solicitation, then it may be precluded from using certain valuable exemptions from registering their security offering with the SEC.


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Space Needle Halo


Pioneer Square Labs is a "startup studio," with its sights set on helping entrepreneurs develop ideas and then validate or crush them.

Startup accelerator? Nope. Startup incubator? Nope. Venture fund? Nope. Pioneer Square Labs is a “startup studio,” with its sights set on helping entrepreneurs develop ideas and then validate or crush them.

Started by several prominent Seattle-based entrepreneurs, investors, and technologists (including co-founders Geoff Entress, Greg Gottesman, Mike Galgon, and Ben Gilbert), Pioneer Square Labs just raised $12.5 million from from 13 venture capital firms and over 50 angel investors. The prominent venture fund Foundry Group led the round, with its managing director, Brad Feld, taking a seat on PSL’s board. The headquarters for its operations are currently on the fifth floor of the Galvanize building in the Pioneer Square neighborhood of Seattle.

Pioneer Square Labs offers Seattle startups and entrepreneurs access to several invaluable resources, including proven…

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Pioneer Square Labs


What we’ve been reading this week at InVigor:

Glowforge, a Seattle based startup, opened up sales for 3D laser printers yesterday. They hit $1 million in just 12 hours.

The GeekWire Summit is next week. The conference convenes business leaders, engineers, investors and innovators for conversations about the future of business and technology.

Pragmatic advice from the Health Innovation Summit for aspiring healthcare entrepreneurs.

Copyright law: If a monkey takes a selfie, who owns the copyright?

Sweden has is experimenting with a 6-hour workday, proving working smarter is better than working longer. Could the U.S. ever adopt this kind of system?

4 angel-certified steps to get your startup off the ground without any venture capital

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It is common for startups to raise early rounds of financing through convertible debt. Today’s post highlights valuation caps and discounts in convertible notes.

It is common for startups to raise early rounds of financing through convertible debt. Convertible debt, generally called a “convertible note,” typically converts into equity when the company raises another round of financing. In anticipation of the conversion, many investors will negotiate for valuation caps and discounts. In today’s post, I’ve highlighted the basics of valuation caps and discounts in convertible notes.

What is a Valuation Cap?

A valuation cap provides that the convertible note holders will convert their debt into equity at the lower of the valuation cap or the price in the subsequent round of financing. Without a valuation cap, the note holders would generally convert their debt into equity at the same price as the shares issued in the…

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Negotiating valuation cap


In this news roundup we look at startups' fundraising, mergers and acquisitions, a commercial lease horror story, ride sharing regulations, and more

Here’s a collection of the most interesting legal and business news we found this week:

Ride Sharing

One of the big issues facing Uber has to do with the fact that auto insurance policies for individual drivers generally don’t cover damages from commercial activity, including ride-sharing through applications like Uber and Lyft. In Colorado, USAA and Farmers are now offering ridesharing insurance. Colorado is a natural testing ground for these new types of policies, as Colorado became one of the first states to explicitly authorize ridesharing services in 2014.

Startups & Funding

The big news of the day is Box’s IPO. After a shaky ride through the IPO process, Box’s IPO appears to be an initial success. It is a home run for its…

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This post discusses hedge fund side pocket accounts and the reason they are included in many hedge funds.

This is our fourth post in our series on understanding hedge funds. Today, we will be discussing hedge fund “side pocket accounts.”

Generally, a side pocket is an account that is established by a hedge fund to segregate certain assets or investments from the fund’s general portfolio. Often, side pockets are used to hold less liquid securities such as real estate and private equity investments. Hedge fund formation documents may specifically permit the use of side pockets, which are used by fund managers to isolate investments often until market conditions improve and the assets can be sold at prices that better reflect their intrinsic value.

The side pocket account is simply an entry on the hedge fund’s books that is tracked separate…

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Hedge Fund Side Pocket Accounts


In this post we use the recent news about a loophole in GoPro's lockup provision to discuss the importance of an often overlooked portion of the term sheet.

Here’s an example of a commonly overlooked provision in a term sheet coming into play. Recently, news broke that there was a “loophole” in GoPro’s lockup provision, and the company’s shares subsequently tumbled almost 13%.

What is a lockup provision?
A lockup provision is an agreement that the shareholders will not sell their shares for a specified period of time—often 180 days—following a company’s initial public offering. The point of the lockup provision is to keep existing shareholders from flooding the market and depressing prices in the company’s offering. There are two primary types of lockup agreements. The first is an agreement between the investors and the company during a private offering.

A standard industry term sheet has the following lockup provision:

Investors shall…

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In today's post, we’ve extracted some of the highlights from Pitchbooks' report on valuations, financings, and terms for series seed financings.

Pitchbook recently released its VC Valuations and Trends Report, which analyzes a decade of data on VC valuations, financings, and series terms. We’ve extracted some of the highlights from the data on series seed financings below:

Series Seed Valuations at Ten Year High

Valuations in series seed rounds have increased year over year, with the median valuation for seed stage financings reaching $5.9 million in the first half of 2014. This represents a 23% increase over the 2013 median of $4.8 million. As many folks are now saying, series seed financings are now the new Series A!

Investors Take Larger Percentage in Seed Stage

Investors in software startups have taken a larger stake in companies than in prior years. In 2011, the median percentage…

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Series Seed Valuations Up


Option pool size has considerable impact on valuation in startup financing, and ultimately it impacts the amount of dilution to founders’ shares.

Many startups ask us about reserving an option “pool.” The “option pool” is a reserve of authorized but unissued shares of stock that the founders intend to use to compensate future key employees and investors. There is no size of option pool that is right for every company, although you’ve probably read that a “standard” option pool is generally somewhere between 10-20%. Many founders aren’t terribly concerned with the exact size of the option pool, although we think they should be. The size of the option pool has a considerable impact on the valuation of a startup when it raises capital from investors and ultimately the amount of dilution to founders’ shares.

Pre-money Valuation and Option Pools

As we’ve discussed in our…

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In this blog post we discuss whether founders should be concerned about dilution, how it works, and what you can do to prevent dilution.

Successful Founders Get Diluted.

We often get asked by founders what they can do to protect against dilution. A few answers:

You can build a crap company nobody wants to invest in.
You can build a cool company that doesn’t need to scale.
You can pour your own money into the venture, if you have enough of it.
You can scale at a slow pace.
You might be able to get a loan instead of raising money through selling an interest in your company.

There are some small protections against dilution that your attorneys can fashion for you. But the reality of life for most founders of ventures designed to scale is that dilution is a normal part of success. Many founders are strongly opposed to dilution,…

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