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

 
 

Houston Tech Rodeo returns with 2023 programing across space, health, emerging tech, and more. Image via houstontechrodeo.com

Houston Tech Rodeo returns this year — and the lineup of panels and networking opportunities has been released online.

The four-day summit was originally introduced in 2020 by Houston Exponential to shine a spotlight on Houston's tech and startup ecosystem. Last year, HX changed ownership, converted into a for-profit business, and named Natara Branch as the new CEO. With the new ownership comes a new era for HTR — complete with AI-generated media, a goal for a record-breaking finale event with CodeLaunch, and more.

"The biggest theme of Tech Rodeo this year is around being aware," Branch tells InnovationMap. "We want entrepreneurs to know what resources are out there, that they are supported, and that there are all these entities out here that are conducting themselves in a manner that is really centered around supporting them."

"We hope that when entrepreneurs and startups walk away from Tech Rodeo this year, it will really feel to them like there's more momentum in this city than there has been in the past so that we can be a top-tier startup destination," she continues.

This year's schedule is divided across a few themes and all events are being held in the Houston Innovation District in Midtown.

  • Monday, February 27: Space Tech at the Ion
  • Tuesday, February 28: GlobalMindset at HCC Central Campus and EnergyTech at Greentown Labs
  • Wednesday, March 1: BioEconomy at TMC Innovation and EmergingTech at The Cannon - Downtown
  • Thursday, March 2: Townhall and CodeLaunchFinale at Sesh Coworking and 713 Music Hall
The week's events will attract founders, investors, startup development organizers, and more. When HTR launched its free tickets online, Branch says they received around 800 registrants in one day. At the center of everything HX does is the Houston founders, Branch says.
"It was supper important to us to make sure that entrepreneurs have access," she says. "It's free to entrepreneurs — they are number one in who should attend."

More information and registration is available at houstontechrodeo.com.

Head to houstontechrodeo.com for up-to-date schedule information. Graphic courtesy of HX

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