Why this lawyer is dedicated to problem solving for the Houston startup ecosystem

HOUSTON INNOVATORS PODCAST EPISODE 249

Margarita Kelrikh, counsel at Pillsbury, joins the Houston Innovators Podcast to discuss her career, legal tips for startups, and why she's dedicated to the Houston startup community. Photo courtesy

Margarita Kelrikh has taken a circuitous route to her new role working with her Houston startup clients at Pillsbury.

She started out her legal career in New York as a debt attorney, transitioned to investment banking then worked in-house at WeWork at its peak, before moving to Houston in 2022 with a mission of representing startups as an emerging companies and venture capital lawyer.

The common thread of her career? Tackling the most challenging problems she can get her hands on.

"I have this instinct — when someone tells me a problem, I say, 'Let me solve that for you,'" Kelrikh, who serves as counsel at Pillsbury, explains on the Houston Innovators Podcast.

After working in house for most of her career, her decision to go back into working at a law firm stemmed from wanting new, fresh, and varied problems for the connections she made and continues to make in the startup ecosystems of New York and now Houston.

"I realized I wanted to work with the people who I worked with in the past, and the only way I could do that is if I went back to a law firm," she says, explaining that working in house means you can only have one client: your employer. "It's about having that variety and being able to work with a wide array of people"

Since moving to Houston, she's dove headfirst into the startup community by going at events and other programming to grow her connections locally. Kelrikh says she doesn't see many EC/VC lawyers showing up like she does.

"What I really want to do at Pillsbury is to really spend time on investing in the Houston startup community," she says, explaining that this includes hosting events and office hours. "Pillsbury is really committed to the Texas and Houston markets."

Kelrikh's client list is industry agnostic, and says she usually looks for founders who have started their businesses, maybe reached some product-market fit, and is gearing up to raise their first round of funding. But there are some instances when she'll take promising, high-growth potential companies at incorporation stage.

"Some companies don't need to hire a lawyer — they just need someone to point them in the right direction," she says, adding that even if a company isn't ready to hire Pillsbury yet, the firm has a lot of free and useful resources on its platform, Pillsbury Propel.

In the same vein, Kelrikh shares some of her go-to startup legal advice on the podcast, and she emphasizes how ready and willing she is to serve the Houston startup community.

"What I like about Houston as a startup ecosystem is it's a startup itself, and that's my absolute sweet spot," she says. "For anybody who wants to be involved, not only is there an opportunity to participate, but there's an opportunity to take a really active role to build it."

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Should your startup opt for SAFEs or convertible notes on your next funding round? This Houston expert weighs in. Photo via Getty Images

Houston startup adviser on navigating SAFE, convertible notes in funding rounds

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As both a founder and occasional early-stage investor in the Houston ecosystem, I've seen firsthand the opportunities and challenges surrounding seed funding for local startups. This critical first fundraising round sets the trajectory, but navigating the landscape can be tricky, especially for first time founders who may not be familiar with the lingo.

One key dynamic is choosing the right deal structure — SAFEs (Simple Agreement for Future Equity) vs. convertible notes are the most common vehicles early stage startups use to raise capital and are far more founder-friendly than a priced round.

Let's start first with what the have in common:

  • Both allow you to defer setting a valuation for your company until a later (likely priced) round, which is useful in early stages or pre-revenue companies
  • Both are cheaper and faster to execute than a priced round, which cash-strapped early stage founders like
  • Both can have terms like valuation cap, discount, conversion event, and pro rata rights.
  • Both are less attractive to investors seeking immediate equity (especially important if starting the QSBS clock is part of your investors strategy or if the investor is newer to startup investing)
  • Both can create messy cap tables and the potential for a lot of dilution for the founders (and investors) if they are used for multiple raises (especially with different terms)

While as you can see they have similarities, they have some important differences. Let's dig in on these next:

SAFEs:

  • Created by Y Combinator in 2013, the intent was to create a simplified, founder friendly agreement as an alternative to the convertible note
  • Is an agreement for future equity for the investor at a conversion event (priced round or liquidation event) which converts automatically.
  • It's not a debt instrument and does not accrue interest or have a maturity date.
  • Generally have much lower upfront legal costs and faster to execute

Convertible Notes:

  • A debt agreement that converts to equity at a later date (or conversion event like a priced round)
  • Accrues interest (usually 2 to 8 percent) and has a maturity date by which the note must either be repaid or convert to equity. If you reach your maturity date before raising a qualifying round, you can often renegotiate to extend the maturity date or convert the note, though be prepared to agree to higher interest rates, additional warrants, or more favorable conversion terms.
  • More complex and take longer to finalize due to non-standard terms resulting in higher legal and administrative costs

It's worth reiterating that in both cases, raising multiple rounds can lead to headaches in the form of complex cap tables, lots of dilution, and higher legal expenses to determine conversion terms. If your rounds have different terms on discounts and valuation caps (likely) it can cause confusion around equity and cap table structure, and leave you (the founder) not sure how much equity you will have until the conversion occurs.

In my last startup, our legal counsel — one of the big dogs in this space for what it's worth — strongly advised us to only do one SAFE round to prevent this.

Why do some investors tend to prefer convertible notes?

There are a few reasons why some investors, particularly angel investors from developing startup ecosystems (like Houston), prefer convertible notes to SAFEs.

  • Because they are structured as debt, note holders have a higher priority than equity investors in recovering their investment if the company fails or is liquidated. This means they would get paid after other creditors (like loans or credit cards) but before equity investors, increasing the likelihood of getting some of their money back.
  • The interest terms protect investors if the founder takes a long time to raise a priced funding round. As time passes, interest accumulates, increasing the investor's potential return. This usually results in the investor receiving a larger equity stake when the note converts. However, if the investor chooses to call in the note instead, the accrued interest would increase the amount of money owed, similar to a traditional loan
  • More defined conversion triggers (including a maturity date) gives investors more control and transparency on when and how their investment will convert.
  • Can negotiate more favorable terms than the standard SAFE agreement, including having both a valuation cap and a discount (uncommon on a SAFE, which usually only has one or the other), interest rates, and amendment clauses to protect them from term revisions on earlier investors by future investors (called a cram-down), etc.
We'll go over what the various terms in these agreements are and what to look out for in a future article

How to choose:

  • Consider your startup's stage and valuation certainty — really uncertain or super early? Either of these instruments are preferable to a priced round as you can defer the valuation discussion
  • Assess investor preferences in your network — often the deciding factor if you don't have a lot of leverage; most local angels prefer c-notes because they see them as less risky though SAFEs are becoming more common with investors in tech hubs like Silicon Valley
  • Evaluate your timeline and budget for legal costs — as I mentioned, SAFEs are way less expensive to execute (though still be prepared to spend some cash).
  • Align the vehicle with your specific goals and growth trajectory

There's no one-size-fits-all solution, so it's crucial to weigh these factors carefully.

The meanings of these round terms like "seed" are flexible, and the average seed funding amount has increased significantly over the past decade, reaching $3.5 million as of January 2024. This trend underscores the importance of choosing the right funding vehicle and approach.

Looking ahead, I'm bullish on Houston's growing startup ecosystem flourishing further. Expect more capital formation from recycled wins, especially once recently minted unicorns like High Radius, Cart.com, Solugen, and Axiom Space exit and infuse the ecosystem with fresh and hungry angels, new platforms beyond traditional venture models, and evolving founder demographics bringing fresh perspectives.

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Adrianne Stone is the principal product manager at Big Cartel and the founder of Bayou City Startups, a monthly happy hour organizer. This article original ran on LinkedIn.

Whatever the future holds, it’s a sure bet that health tech will remain a strong sector that attracts investors. Photo via Getty Images

How a shifting business model in Houston can keep health tech attractive to investors

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Investment in health tech, in Houston and nationwide, took off in 2021. Despite a dip in funding in 2022, the sector is hardly losing its luster. In fact, it continues to attract investor attention as it evolves into a more mature, and equally exciting, market.

Health tech is especially vibrant in Houston. With a strong life sciences ecosystem, Houston is home to Texas Medical Center – the world’s largest medical research complex. That ecosystem is set to become even stronger with the completion of TMC’s Helix Park, a 37-acre life sciences campus, later this year. Couple this with analysis suggesting that Houston is the country’s third fastest-growing tech ecosystem and the future looks promising.

Houston is currently home to 339 health tech startups, according to Tracxn, ranging from companies that make apps to track cognitive health to those offering solutions for chronic disease management, and initiatives are in place to help grow the depth and breadth of that bench. For example, Texas Medical Center Innovation helps health-tech startups launch and build relationships with the state’s medical community. And, Houston Methodist has announced plans to build a digital health technology hub at The Ion, the tech-focused office and collaboration space that serves as the anchor to Houston’s innovation district.

Deloitte recently released a new Health Tech Investment Trends Report, based on data analysis of venture-capital deals in health tech, as well as interviews with investors and startup executives. The findings indicate several key shifts affecting health-tech companies and startup scenes, both here in Houston and nationwide. Namely, changes are occurring in three discrete areas: in investors’ area of focus, in the type of health challenges startups are addressing, and in the creation of a new business model for health-tech companies.

Investors seek stability. Nationwide, funding for health-tech startups dipped to $27.5 billion in 2022 from $39.3 billion in 2021, a decline of 30 percent. To be sure, a 30 percent drop in anything can cause concern, but here, it’s an indication that investors are putting more money into older, more established companies – late-stage companies received 75 percent of investments in 2022 – rather than growth companies. In Houston, startup funding overall in the first quarter of 2023 totaled $106 million across five deals, with health-tech startups nabbing 20 percent of the pie, and with an average of $21.2 million per deal.

Startups refocus. Health-tech entrepreneurs are moving away from telehealth and general mental health and moving towards specific mental-health areas, for instance those directed toward certain populations such as the elderly or women. Health equity is front and center, with both diverse founders and solutions for diverse communities attracting attention. Companies offering back-office efficiencies to healthcare providers are also garnering investor interest.

Business models shift. The news here: Toward platforms and away from pipelines. Many traditional businesses use the pipeline model. They create products and deliver them to end users, handling manufacturing, marketing, and distribution along the way. A platform model works a bit differently. It creates the product, then establishes a network of users and partners who exchange information and resources and work together to deliver products and services to the end user.

Investors seem to like platforms, as eight of the top 10 later-stage companies funded in 2022 utilize this platform model, according to Deloitte’s analysis of Pitchbook’s Health Tech Funding Database. The platform ecosystem also may be the way our healthcare system can transform from one that reacts to one that focuses on prevention and wellbeing.

In the near future, a few factors might further shape this health-tech evolution. Macroeconomics, for instance, could put more emphasis on unit economics at startups. Startups that previously sold their services to employers may increasingly look at healthcare systems as potential customers. Whatever the future holds, it’s a sure bet that health tech will remain a strong sector that attracts investors.

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Kelly Redding is audit and assurance partner at Deloitte & Touche LLP. She's based in the company's Houston office.

Peter Micca is audit and assurance partner and national health tech leader for Deloitte & Touche LLP. He's based in New York.

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Houston mental health nonprofit expands platform statewide to connect more Texans with care

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As mental health conversations evolve, the necessary pivot becomes how organizations across Texas navigate improved ways to help people access the care they need before their challenges become crises.

That’s why Mental Health America of Greater Houston recently announced that it is expanding its Care Connect platform statewide.

The expansion will address perhaps the most persistent barrier to behavioral healthcare—helping people find and navigate services that already exist.

Care Connect’s extended reach comes at a time when more than 3.5 million adults in the state live with some kind of mental health condition and scores of those in need continue to struggle with accessing care despite the growing awareness of mental health needs.

According to President and CEO Renae Vania Tomczak, Care Connect’s main goal was to remove as many obstacles as possible that Texans face when seeking mental health support.

“Care Connect was about a two-year planning process,” Tomczak says. “It really began with asking what challenges people in the Greater Houston Area were facing regarding mental health. It’s not just accessing care, but the difficulty in navigating the mental healthcare system.”

While provider shortages remain a challenge in some communities, Mental Health America of Greater Houston found that many individuals and families struggle simply to determine where to turn, how to identify the right provider and whether services are affordable.

“We wanted to make it easier for people who have questions, who may never have had a mental health challenge before, or they’re a caregiver for somebody who has a mental health issue,” Tomczak says. “We wanted to be the place that people can come to get their questions answered and be connected to care.”

Care Connect combines a vetted network of more than 1,000 providers and services across Texas with personalized navigation support.

Searches generate care results based on insurance coverage, language preferences, ZIP code and clinical specialties.

Additionally, one-on-one guidance and follow-up support are provided by bilingual resource specialists.

The platform also seeks to address affordability, one of the most significant barriers to mental healthcare access. Through participating providers, eligible individuals can receive six to eight counseling sessions at no cost.

“We have several providers who are willing to provide six to eight counseling sessions at no cost for people who do not have the means to pay for services themselves,” Tomczak says.

When provider matches are unavailable, the organization can connect individuals with master’s-level mental health professionals working under the supervision of licensed clinicians.

The statewide rollout builds on the platform’s early success in the Houston region, where it has helped thousands of individuals connect with mental health resources since launching last fall.

According to Tomczak, the decision to expand was driven in part by growing demand from outside the organization’s traditional service area.

“Last month we decided to take this program statewide,” she says. “It’s not just Houston that can use help in connecting to appropriate mental health services, but the whole state.”

The Care Connect program’s promotion through healthcare providers, community organizations and public-sector partners across Texas is now one of Mental Health America of Greater Houston’s top priorities.

Their goal is to create a stronger referral ecosystem that ultimately helps those who need access to mental health care more quickly.

To facilitate that, the organization has also added free mental health screenings to its website so that users will better identify any symptoms related to anxiety, depression and other conditions.

“Once they do that, then where do they go?” Tomczak says. “They’re not sure who to call and who can help them. At that point, we hope they’ll call us and talk to somebody live who can answer their questions and help them get started on the right path to improving their mental health.”

With eyes on the future, Tomczak believes public understanding of mental health has improved in recent years, particularly following the COVID-19 pandemic, which brought new attention to the effects of stress, isolation and uncertainty.

“The more we talk about it and have the opportunity to share that mental health conditions are traceable, the better,” she says.

According to Tomczak, long-term, Care Connect aims to reduce roadblocks that exist between recognizing the need for help and receiving it.

Ultimately, Care Connect hopes to create a robustly connected behavioral health system that gives Texans the ability to access mental health services swiftly and with confidence.

“No one should have to navigate mental health challenges alone,” Tomczak adds. “Care Connect is here to help connect people with resources, services and answers to ensure they get the care they need to take the next step toward better mental health.”

ExxonMobil sets date to make Texas its legal HQ

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Energy giant Exxon Mobil Corp. has set a date to move its legal headquarters to Texas.

The Spring-based company announced this week that the redomiciliation from New Jersey to Texas is expected to be effective July 1. Exxon's board of directors unanimously recommended redomiciling in the Lone Star State in March, and shareholders approved the move to Texas at the company’s annual meeting in May.

As part of the move, ExxonMobil Holdings Corp. will replace Exxon Mobil Corp. of New Jersey and become the publicly traded parent company. Exxon reports that its shares will continue to trade on the New York Stock Exchange under the ticker symbol “XOM,” and that shareholders do not need to take action.

At the time of the recommendation, Exxon said the move would not affect business operations, management, strategy, assets or employee locations.

Exxon Chairman and CEO Darren Woods added that the redomiciliation was in part due to Texas' business-friendly environment and policies.

"Over the past several years, Texas has made a noticeable effort to embrace the business community. In doing so, it has created a policy and regulatory environment that can allow the company to maximize shareholder value,” Woods said in a news release. "Aligning our legal home with our operating home, in a state that understands our business and has a stake in the company’s success, is important.”

The Associated Press reports that about 30 percent of Exxon's employees work in Texas. Exxon's legal headquarters has been based in New Jersey since 1882, when it was Standard Oil Company.

Exxon moved its operational headquarters from Irving, Texas, to the Houston area in 2023.

Exxon was the highest-ranking Houston-area company on this year's Fortune 500 list, coming in at No. 9. Houston tied with Chicago for the second-most Fortune 500 headquarters on this year's list, with Texas leading the nation for the most Fortune 500 headquarters (57).

“Texas is the undisputed headquarters of headquarters,” Gov. Greg Abbott said in a news release. “The world’s leading businesses invest with confidence in Texas because of our welcoming business climate, predictable regulatory environment, and skilled and growing workforce. People and businesses are choosing Texas because Texas works.”

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This article originally appeared on our sister site, EnergyCapitalHTX.com.

Axiom Space officially redomiciles its headquarters in Texas

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Axiom Space has claimed Houston as its operational home since 2016. And now it can call Texas its official legal headquarters, too.

The spacetech company, which is developing the first commercial space station, Axiom Station, has officially redomiciled its legal headquarters from Delaware to Texas, Axiom announced this week.

Axiom employs approximately 700 people, the majority of whom are in Texas, according to a news release. Its Assembly Integration and Test Facility was built as an anchor of the Houston Spaceport, and the company is also developing next-generation spacesuits at its Houston-based spacesuit lab.

“Texas has demonstrated, consistently and deliberately, that it wants innovative companies to thrive here and has built the policy and regulatory framework accordingly,” Jonathan Cirtain, CEO and president of Axiom Space, said in the release. “For Axiom Space, establishing Texas as both our operational and legal home puts us squarely in a state that understands our mission, supports our industry, and shares in what we are working to achieve.”

Axiom touts Texas's "financial and infrastructural commitments" to the space economy as reasons for the move, including programs and grants from organizations such as the Texas Space Exploration & Aeronautics Research Fund (SEARF), the Texas Space Commission, and the Texas A&M Space Institute.

Axiom was previously awarded a $5.5 million SEARF grant for the development of its orbital data center capabilities last year.

The news comes as energy giant ExxonMobil also announced concrete plans to redomicile its legal headquarters in Texas. Exxon's board of directors unanimously recommended redomiciling in the Lone Star State in March. The company announced this week that the move would become official July 1. The company's operational headquarters is based in Spring, Texas, a Houston-area suburb.

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