Startup School 2019 - 018 Caroly

SUS2019 YC创业课 现代初创企业融资
财务法务细节太多，跟国情是否相符还待确认
建公司-获得普通股-天使融资(出售可转换证券)-A轮融资(出售优先股，可转换证券变为股份)

You have a company idea and the first thing you're going to do is form a corporation because it's a separate legal entity and it protects the founders from personal liability.

You cannot raise a meaningful amount of money by selling common stock. So, your option is to sell to investors a completely different class of stock called preferred stock. Preferred stock is more expensive.

It's fundraising by selling preferred stock at a calculated specific price per share.

Preferred stock financings are no longer the way that companies do their first fundraising.

You're selling convertible securities. Convertible securities are the right to get stock in the future. It's a thing that it's not itself stock, it converts into stock later.

Valuation is just the value of your enterprise and dilution is stock. Like how much of your company have you sold.

The lawyers would negotiate the terms of the preferred sock, which means voting rights, liquidation rights, pro-rata rights.

A bridge loan is a debt bridge between two financings and these involve the no purchase agreement and a convertible promissory note and sometimes there would be common stock warrants that will go with it.

The SAFE is an acronym. It stands for simple agreement for future equity. It's in convertible security. It converts into stock when the company raises a priced round.

Why does the safe need to exist?
Because it doesn't make sense to use debt to sell equity
Investors don't want to be lenders, 收益太低？
startups don't want to be borrowers 害怕风险？

It's very hard to tell how much ownership of your company you have sold when you sell a convertible security.

Convertible promissory notes replace priced rounds as the first fundraising event
• Faster
• Cheaper
• Flexible
…but still technically debt

So, price rounds are still modern. They're just not the modern way to raise your money the first time.

crowd funding 众筹也是一种方式

And at the maturity date, the company hadn't already gotten a priced round put together with a new lead investor, that money would automatically convert on the terms that were negotiated on that term sheet.

the SAFE is fundamentally like give me the money up front, I'll give you the stock later.

Takeaways
• Modern early stage rounds of financing are done using convertible securities, like the safe
• Selling preferred stock in priced rounds of financing is still modern, but not for first fundraising
• Point of fast, flexible, cheap fundraising resources = founders focus on building
• What is standard in Silicon Valley is still novel in other places