Guest column

Here's what you need to know if you're raising a seed round in Texas

From friends and family rounds to how to navigate a seed round, here's what you need to know about raising money in Texas. Getty Images

In the vast majority of startups we've worked with across Texas, their "seed round" is not the first money in the door. That money is often called a "Friends & Family Round" and it's usually from people so close to the entrepreneurs that they are willing to take a gamble before there is really even much "there" to invest in. It also might include bootstrap funds put in by the entrepreneurs themselves.

After an F&F Round, Texas startups will pursue a "seed round," which generally includes some angel investors in the local and broader ecosystem. A problem we occasionally run into is that Texas entrepreneurs, including those in Houston, will get bad advice on what the right structures are for this kind of deal; either because they are reading a blog post from Silicon Valley (where things work VERY differently) or they're talking to someone marketing themselves as an "adviser" when their advice doesn't have much substantive deal experience backing it.

If your seed round is under $1 million, you will most likely structure it as a convertible note with a valuation cap and a 2 to 3 year maturity. Convertible notes are extremely slimmed down investment instruments that angel investors across Texas will be very familiar with. Usually, the "deal" in a convertible note round is that investors will get minimal up-front rights, in order to streamline early decision-making and keep legal costs down for negotiation, but they will get back-end protections like debt treatment if the company goes south. They will also almost always get a valuation cap and/or a discount on the price that future VCs pay, as recognition for the extra risk the seed investors are taking relative to later investors.

Once seed rounds get above $1 million, a more robust equity (stock) based investment structure starts to make more sense. There are two types of equity rounds, broadly speaking: seed equity and full VC-style equity. The latter involves a large set of heavily negotiated documents with robust investor protections, and is the structure most often utilized for a Series A (after seed). The former (seed equity) is a slimmed down version of full VC docs designed to give investors some rights, but keep negotiation costs (including legal fees) within a range that's reasonable for the smaller amount of money being raised. Investors vary as to whether they will accept simpler seed equity docs, or require you to give them full VC-style protections.

Given the diversity of investor expectations and contexts you're likely to run into in structuring a seed round, and the very high-stakes (and permanent) implications of the contracts you're going to sign, it's extremely important that advisers you work with have specialized experience in these kinds of deals.

In the case of lawyers specifically, it's also extremely important that they not have conflicts of interest with the investors you are raising money from. We too often see clever investors nudge entrepreneurs toward utilizing the investor's preferred law firm. Anyone with an ounce of honesty and experience can see why that's a problem.

Make sure you understand the high-level concepts and structures that are within the norms of your startup ecosystem, and then work with experienced, trustworthy advisors to translate everything into a deal that makes sense for your company's unique context.

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Jose Ancer is an emerging companies partner at Egan Nelson LLP. He also writes for Silicon Hills Lawyer, an internationally recognized startup/vc law blog focused on entrepreneurs located outside of Silicon Valley, including Texas.

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Building Houston

 
 

The second cohort of The Ion Smart and Resilient Cities Accelerator hosted a day full of thought leadership and startup pitches. Photo by Shobeir Ansari, Getty Images

In light of COVID-19, it is more relevant than ever to discuss and support startups with sustainability and resiliency in mind. At the Ion Smart and Resilient Cities Cohort 2 Demo Day, a virtual audience was reminded of that.

"So, 2020 has certainly been a year of unprecedented uncertainty and change for Houston, for Texas, for our country, and for our world," says Christine Galib, director of the accelerator. "The past few months in particular have been especially difficult as the global pandemic and civil unrest continue to spotlight systemic and structural scars on the face of humanity."

The virtual event was streamed on July 1 and hosted several thought leaders and presenters before concluding with pitches from four of the cohort companies.

"Through it all, and in a virtual world, Cohort 2 startups, the mentors, and our Ion team have been the change we wish to see in the world," Galib continues. "For these startups, failure is simply not an option — and neither is going at it alone."

Earlier this year, Galib announced the second cohort would be focused on solutions for Houston's air quality, water purification, and other cleantech needs. The program, backed by Intel, Microsoft, and TX/RX, launched on Earth Day and commenced shortly after. Cohort 3 is expected later this year.

Here are the four companies that pitched and the problems they are trying to solve.

Re:3D

re:3D was founded just down the street from NASA's Johnson Space Center to address the need for a mid-market 3D printing solution. The Houston-based startup also wanted to create their 3D printer that operates on recycled plastics in order to prevent excess waste.

"Where some see trash, we see opportunity," Charlotte Craff, community liaison at Re:3D says in her presentation.

Re:3D's clients can get their hands on their own Gigabot for less than $10,000, and the printer uses pellets and flakes from recycled plastics —not filament — to print new designs. Clients are also supported by the company with design software and training.

"We can help the city of Houston help meet its climate action and resilient city goals by transforming the way people think about recycling," Craff says about Re:3D's future partnerships with the city.

Water Lens

While two-thirds of the world is covered in water, only 0.7 percent is drinkable. And of that fresh water, 92 percent of it is used in agricultural and industrial settings. This is how Keith Cole, CEO and founder of Water Lens, set the scene for his presentation.

Water Lens, which is based in Houston with a lab located in Austin, wants to solve the problem of cities and countries running out of fresh, drinkable water by equipping huge water-using companies with a water testing tool.

"We've developed a system to let anyone test any water literally anywhere in the world," Cole says, citing clients like ExxonMobil, Shell, and Halliburton.

S2G Energy

S2G Energy, based in Mexico, is focused on optimizing energy management in order to digitize, empower, and unlock potential for cost-saving efforts and technology.

In his pitch, Geronimo Martinez, founder of S2G Energy, points out that restaurants, commercial buildings, and other adjacent industries can save money by implementing energy management solutions that come out of S2G Energy's expertise. In Mexico, Martinez says, clients include the top two restaurant chains that — especially during COVID-19 — need optimization and cost saving now more than ever.

Eigen Control

A refinery's distillation columns are expensive — their fuel use accounts for 50 of operating costs, says Dean Guma, co-founder and CEO of Houston-based Eigen Control.

Guma explains in his pitch how Eigen Control's technology can plug into existing sensors, model networks based on data, and employ the startup's artificial intelligent technology to reduce carbon emissions and save money on operating costs.

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