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

 
 

HX has been acquired by InnovationMap's parent company. Photo via Getty Images

The nonprofit organization established in 2017 to advance awareness and opportunities for the Houston Innovation Ecosystem has been acquired by a local business.

Gow Companies has acquired of the assets of Houston Exponential. The terms of the deal were not disclosed. (Gow Companies' portfolio includes InnovationMap, as well as CultureMap, SportsMap, sports festival provider Pokatok, sports tech accelerator Pokatok Labs, ESPN radio, a sports tech-focused SPAC, and other strategic entities.)

The company plans to build upon the organization's mission and increase programming and access while leveraging new revenue streams, according to a news release.

“To say that HX was the ‘shot-in-the-arm’ Houston needed to accelerate our tech and innovation growth would be an understatement,” says Blair Garrou, HX board chair and managing director of early-stage venture capital firm Mercury. “HX has helped unlock the collaborative potential of founders and investors in the startup scene, local government, academic institutions, and the corporate sector to connect, promote and to attract talent, companies, and capital to Houston. This transaction celebrates that success and acknowledges the next stage of Houston’s evolution.”

Some of the accomplishments HX has observed in its tenure includes growing local VC activity from $284 million in 2016 to $2.34 billion in 2021, five Houston startups reaching valuations of more than $1 billion, increased local presence for several large tech companies, and attracting and standing up startup development organizations such as The Ion, Greentown Labs, The Cannon, and more.

The acquisition includes HX's brand and events — including the Houston Tech Rodeo and Houston’s tech gala, The Listies — and will recognize the sponsorships that have already been contracted with respect to upcoming events. The two events are in line with Gow Companies' mission, according to the release.

“HX plays a critical and unique role in the ecosystem and truly serves as Houston’s front door to our entrepreneurial community,” says Lawson Gow, partner of Gow Companies and founder of the Cannon. “Gow Companies is a collection of businesses that can be leveraged to advance the impactful work that HX has been doing in our city over the past five years.”

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