Startup team meeting

RaiseCapitalWithout Giving Away the Company.

SAFEs, convertible notes, and priced equity rounds — from first angel check to Series A. Founders should understand every term before the wire hits.

THE FUNDING JOURNEY

Typical Startup Funding Progression

1

Friends & Family

First capital in, typically $25K-$250K. Usually structured as SAFEs or simple notes. Critical to document properly—these investors often lack sophistication and need clear terms.
2

Pre-Seed / Angel

Raising $250K-$1M from angels and small funds. Post-money SAFEs with valuation caps dominate this stage. The terms set here create precedent for future rounds.
3

Seed Round

Institutional seed at $1M-$3M. May be structured as SAFEs, convertible notes, or a priced seed round. Board formation often begins here.
4

Series A

Full priced equity at $3M-$15M+. Complete documentation suite: SPA, IRA, ROFR, Voting Agreement, updated charter. Professional investors with standard terms and significant governance rights.
HEAD TO HEAD

Financing Instruments Compared

SAFE

Simpler & Faster
  • No interest accrual
  • No maturity date pressure
  • Valuation cap protection
  • Optional discount rate
  • Simple 5-page document
  • Post-money clarity on dilution

Convertible Note

Traditional Debt
  • Interest accrual (5-8% annual)
  • Maturity date (18-24 months)
  • Valuation cap protection
  • Discount rate standard
  • Note purchase agreement
  • Default provisions if maturity hit

Priced Round

Full Equity
  • Set valuation / price per share
  • Investor rights agreement
  • Board seat provisions
  • Protective provisions
  • Full documentation suite
  • Liquidation preferences
WATCH OUT FOR

Red Flags in Term Sheets

Participating Preferred

Investors get their money back AND share in remaining proceeds. Double-dip economics.

Full Ratchet Anti-Dilution

Down rounds crush founders. Weighted average is the market standard.

2x+ Liquidation Preferences

Investors get 2x their money before founders see anything. Unusual and aggressive.

Cumulative Dividends

Dividends that accrue over time, increasing the liquidation stack.

Overly Broad Vetoes

Protective provisions that let investors block routine business decisions.

Early Board Control

Losing founder board control at seed stage. Premature for most situations.

The Compounding Problem

The terms accepted in early rounds compound through every subsequent financing. A founder-unfriendly provision at seed becomes more problematic at Series A, and potentially deal-killing at Series B. Protecting optionality early pays dividends throughout the company's lifecycle.

What Turley Law Handles

SAFE Notes

Y Combinator's Simple Agreement for Future Equity. Post-money vs pre-money mechanics, valuation caps, discounts, and MFN provisions.

Convertible Notes

Debt instruments that convert to equity. Interest terms, maturity dates, conversion triggers, and extension negotiations.

Priced Rounds

Series Seed through Series A. Stock purchase agreements, investor rights, voting agreements, and board governance.

Cap Table Management

Pro forma modeling, dilution analysis, option pool sizing. Clean records that survive due diligence.

Equity Compensation

Stock option plans (ISOs vs NSOs), vesting schedules, 409A valuations, and compensation structures that attract talent.

Term Sheet Negotiation

Economics vs control terms. Market benchmarking. Strategic prioritization of which provisions actually matter.

HOW IT WORKS

The Financing Process

1

Term Sheet Review

Review proposed terms, explain each provision, benchmark against market standards. Full transparency on what's being offered.

2

Negotiation Strategy

Identify which terms to push back on and which to accept. Strategic prioritization—not every battle is worth fighting.

3

Documentation

Draft or review definitive documents: SAFEs, notes, SPAs, and all ancillary agreements required for closing.

4

Closing & Cap Table

Coordinate closing mechanics, wire transfers, and cap table updates to reflect the new ownership structure.

Startup Financing FAQ

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Get the Terms Right the First Time

Bad terms compound over multiple rounds. Ensure financing documents set the company up for success—not just this round, but every round that follows.