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.

Texas venture capital deals had a slow quarter, according to Crunchbase data. Getty Images

Houston sees underwhelming venture capital funds in Q3 2019, following larger Texas trend

funding fumble

The entire state of Texas saw an unimpressive third quarter of venture deals — especially compared to the second quarter's reports — and Houston was not immune.

The state reported $372.4 million fundraised by tech startups in Q3 of 2019, according to Crunchbase data, which is less than half of what was reported in Q3 of 2018 ($776.8 million) and what the state raked in the second quarter of this year ($830.6 million).

Houston brought in a measly $38.4 million last quarter, per Crunchbase, and compared to the $251 million raised by Houston companies in Q2, that drop stings. It's the lowest quarterly venture amount Houston's seen in over a year, and lower than Houston's $44.7 million reported for Q1. Zooming out a little, the city's venture reports remain a rollercoaster of sorts with strong quarters bookended by lousy ones.

Chart via InnovationMap using Crunchbase data.

Austin maintained its top spot on the Texas venture leader board with $236.4 million of Texas' total $372.4 million raised in Q3 2019, according to Crunchbase, but that's about $200 million less than the city raised in Q2. Meanwhile, Dallas — a city Houston usually competes with for the No. 2 spot — raised $70.3 million compared to its $126.7 million raised in Q2. The only region up in raises is categorized as "other Texas metros," which went from $7.3 million to $27.4 million between Q2 and Q3.

According to Crunchbase, the city's $38.4 million was raised in six deals between June and September 2019. The top deal of those six companies was raised by Axiom Space, which closed a $16 million in a seed round.

Crunchbase's Texas reporter, Mary Ann Azevedo, reminds readers that their proprietary data is subject to reporting delays.

"Actual deal counts and dollar volume totals are higher than what Crunchbase currently has on record, and the numbers we're reporting today are likely to change as more data gets added to Crunchbase over time," she writes.

Just like Crunchbase, InnovationMap doesn't get to report on every single venture deal. However, here are some of the raises we covered in the third quarter of this year.

  • Spruce, a service provider for apartment residents, raised a $3 million round in July. The company moved its headquarters to Austin around the same time. Read more.
  • Grab, a mobile software company that's designed an airport mobile ordering app, closed a multimillion-dollar series A this summer. Read more.
  • Fannin Partners LLC, an early-stage life science commercialization company, closed a $5.25 million round this summer. Read more.
  • Voyager, a bulk shipping software company, raised $1.5 million in seed funding in August. Read more.
  • Cemvita Factory, which created a way to mimic photosynthesis, raised an undisclosed amount from corporate partners in August and September. Read more.
  • Galen Data, which uses its cloud-based software to connect medical devices, closed a $1 million seed round in September. Read more.
  • Syzygy Plasmonics, a hydrogen fuel cell creator, closed a $5.8 million Series A round in September. Read more.
  • sEATz, an app that allows in-seat ordering, closed a $1.3 million seed round in September. Read more.
  • Sourcewater Inc., which specializes in oilfield water intelligence, closed its series A round at $7.2 million in September. Read more.
  • Topl, a blockchain developer, raised over $700,000 in its seed round in September. Read more.
Houston-based Topl has raised over $700,000 in its seed round. Getty Images

Houston blockchain startup closes oversubscribed seed round of funding with local investors

Topl the world

Kim Raath is pretty proud of her company right about now. Not only is she proud that her startup, Topl, a blockchain network with applications across industries, closed a 20 percent oversubscribed $700,000 seed round, but because she did it in a way that was directly in line with her company's values.

"Every investor that is invested now has focused on both the purpose and the profit, and I'm big on that," Raath, president and co-founder of Topl, says.

Houston-based Topl was created by a few Rice University graduates and doctoral students — Raath, Chief Technology Officer James Aman, and CEO Chris Georgen. The founders wanted to create a way to track impact in various industries, such as carbon footprints in oil and gas or fair wages for farmers in agriculture.

The team has built six blockchain platforms that operate on the Topl network — two are live now, and four will go live later this year. The platforms are focused on four different areas: agriculture (tracking food products from the farm to the shelves), mining (diamonds, for instance), sustainability and impact (tracking a program to see how it succeeds), and carbon credits and renewables within the energy industry.

"It's a validation time for us," Raath tells InnovationMap. "With two platforms already live and collecting transaction fees, we are now at a point where there are actual blockchain transactions happening on our network."

The fact that Topl's technology is already up and running is rare. For this reason, Raath says she has to focus a lot on educating investors, clients, and the rest of the community — something that's really important to her.

"In the blockchain space, there are not a lot of real applications live anywhere," Raath says. "A lot of people are selling ideas that can be built on blockchains, but have not executed yet."

Topl partnered with European NGO Fairfood to create an agricultural blockchain platform that currently is live. Shoppers in the Netherlands can buy a pack of nutmeg and track the product's progress from the farmer who grew and sold the spice. The other already launched platform is focused on sustainability. Topl worked with the Texas Coastal Exchange to create a carbon credit marketplace that can sell carbon offsets generated through the natural carbon sequestration activities of land the organization holds along the Texas coast.

"For us this round is taking these four spaces and validating ourselves, proving out volume, the blockchain's ability, and then, the big thing is, to build out our next version of our blockchain," Raath says.

Raath says the fundraising round was different from what she expected, but she's excited about her investors. Seventy percent of the round was raised by Houstonians, and 40 percent of the investors were women, she says. Topl also had investor interest across industries and backgrounds — from Rice University professors to former banking execs.

The round doesn't technically have a lead investor, but Samantha Lewis, director at the GOOSE Society of Texas, led a syndicate of investors that made up more than 40 percent of Topl's round. Lewis says the round was too early stage for something GOOSE investors would typically contribute to, but she believes in the company so much that she worked nights and weekends to accomplish some of the things a lead investor would do during a raise.

"Since this was their first big round that they raised, I stepped in to help advise them — thinking about the terms, strategic investors, how to pitch to different people, if they needed to oversubscribe, and little details like that," Lewis says. "Through working with them in this way, I was doing diligence with them, and I got really excited about it."

Lewis, who volunteers a lot within the Rice network, met Raath through Georgen and the two hit it off. Lewis was then able to bring in investors from her network to contribute under her syndicate.

This passionate group of value-add investors who are personally committed to the company is what makes this seed round different for Raath. Their commitment is encouraging to her.

"I 100 percent believe that the investors in this round will not allow Topl to fail," Raath says.

With the money, Topl will be able to grow its platforms, provide better product features, and increase marketing efforts. Topl's customers are drawn to the technology because of the business efficiency the blockchain adds to their supply chain, but they are also excited about how having this technology differentiates them from their competition. Raath says she's interested in growing Topl's ability to do joint marketing campaigns with their customers.

This type of promotion leads to a growing clientbase, and Raath says she sees an overwhelming interest from potential clients. Not only is Topl creating a series of platforms in various industries, but the company itself is connecting other companies through their clients.

"Topl is not just a technology," Raath says, "it's an ecosystem."

These five companies are starting 2019 out with some cash, and here's what they plan on doing with it. Getty Images

5 Houston startups beginning 2019 with new capital

Venture adventures

Finding growing Houston startups is as easy as following the money, and a few local companies are starting 2019 strong with a recent round of funding closed. InnovationMap has rounded up a few recent raises to highlight heading into the new year.

Apartment Butler

Ben Johnson's business idea turned into a growing company making the lives of apartment dwellers easier. Courtesy of Apartment Butler

Apartment Butler closed a $2 million seed funding round in October that was led by Houston-based Mercury Fund. The Houston startup partners with apartment communities to streamline services — like cleaning or dog walking — for residents.

Founder Ben Johnson recently spoke with InnovationMap about his career and the company. He says the company plans to launch in Austin this month and another market in March. Apartment Butler will also expand to microservices — smaller services that have only been available to the rich before.

The funding reportedly is being used to expand the company's footprint as well as make competitive hires.

Data Gumbo

blockchain

Blockchain-as-a-service company, Data Gumbo, closed its seed fund with more money than it planned for. Getty Images

Data Gumbo, a Houston company that provides blockchain technology as a service, overachieved when it closed its seed round in August 2018. The company closed with $1.35 million, which is $300,000 more than the goal.

Led by CEO Andrew Bruce, Data Gumbo has a viable product and is producing revenue, according to a release. The company launched a full implementation of its technology on a Diamond Offshore rig this fall, which made it the first commercial installation of industrial blockchain technology.

Among the investors was Houston-based Carnrite Ventures and Silicon Valley's Plug and Play, the release notes.

Validere

Validere, a Canada-based energy logistics company, is expanding in Houston. Courtesy of Validere

While based in Canada, Validere is using its recent raise to expand into the Houston market. The seed round closed in October with $7 million raised. The company's co-founder, Nouman Ahmad, told InnovationMap in a recent article that they are focusing on expanding the Houston office and are actively hiring.

"The goal in 2019 is to be at the same stage — in terms of customer success — in the U.S. market as we were at the end of 2018 in the Canadian market," Ahmad says.

Intelligent Implants

Intelligent Implant's co-founder, Juan Pardo, told the crowd at Demo Day that his company's device allows for 50 percent faster bone growth in patients. Photo by Cody Duty/TMC

Recent graduate of the Texas Medical Center's TMCx medical devices program, Intelligent Implants created a technology that stimulates bone growth following corrective back surgery.

The Houston startup closed a funding round in October with two investors, according to Crunchbase. The total raise was reported as a $1 million Mezzanine round on AngelMD.

Saranas

Saranas Inc. is testing its technology that can detect and track internal bleeding complications. Getty Images

Saranas Inc., a Houston-based medical device company, is currently in its clinical trials thanks to a $2.8 million Series C fund that closed in May 2018. The trials are focused on the company's key device, called the Early Bird Bleed Monitoring System, which is designed to detect and track bleeding complications related to endovascular procedures. These medical procedures treat problems, such as aneurysms, that affect blood vessels.

In a story for InnovationMap, Zaffer Syed, president and CEO of Saranas, says the clinical trials are crucial for receiving approval from the U.S. Food and Drug Administration. That approval is expected this year.

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Venture adventures will be a regular roundup on InnovationMap. If your company is in the process of closing or recently closed on a round, please email Natalie Harms at natalie@innovationmap.com.

Teamwork makes the dream work, and this new investor alliance hopes to make Houston startups' dreams of seed funding come true. Getty Images

Investors join forces for citywide alliance to increase access to early-stage capital

Teamwork makes the dream work

Securing funding for your startup is now a one-stop shopping experience. Over 200 accredited investors have teamed up to create the Houston Investment Network Alliance — a platform that promotes investment opportunities and mentorship for early-stage companies.

HINA is a collaboration where participating investors can partner up to co-invest in startups, co-host investor events, and share opportunities.

Behind the alliance are four Houston investment entities: the Houston Angel Network, Rice Angel Network, GOOSE Society of Texas, and Cannon Ventures.

"HAN and the Goose Society have invested over $150M in early stage companies over the last decade. The appetite for startup investing continues to be alive and strong in Houston," says Stephanie Campbell, HAN managing director, in a release. "The birth of new groups like RAN and Cannon Ventures demonstrates a new and growing appetite for investment."

Each of the organizations have connections to Rice University and previously worked together on a sports technology-focused pitch night hosted at The Cannon, a West Houston coworking space lead by CEO and founder, Lawson Gow. Gow is the son of David Gow, owner of InnovationMap's parent company Gow Media.

The Cannon launched its own fund, Cannon Ventures, about seven months ago. It has four startup partners: SEATz, Win-Win, Data Gumbo, and SeeHerWork. Each Cannon Ventures startup partner will received anywhere between $100,000 to $400,000 of seed funding as well as access to space in The Cannon and its accelerator opportunities, Gow says.

Cannon Ventures has already also collaborated with the other HINA organizations. The Rice Angel Network is even based out The Cannon.

"We're increasingly co-investing with other angel networks," Gow says, "because it's hard to start a company and raise money, so the more we can do that to help Houston startups get the money they need."

According to Gow, Houston's thriving startup scene and deep pockets is a perfect opportunity for HINA.

"One of the great things about Houston is we've got a lot of money here," he says. "One of the most transformative things we can do for the startup community is get a lot of high-net worth individuals is get them off the bench and onto the field and activate them as regular angel investors into Houston-based startups. That's a really important goal of Cannon Ventures is to grow our membership base and get ore people involved."

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New Houston-based venture capital firm emerges to focus on energy transition

money moves

Two Texas entrepreneurs recently announced what they say is the first venture fund in Texas exclusively dedicated to investing in energy transition technologies.

Houston-based Energy Transition Ventures — led by Craig Lawrence and Neal Dikeman — officially emerged from stealth mode with anchor investment from two operating companies from the GS Group of Korea. The fund closed its first capital in February this, completed its first investment in March, and looks to close new investors for a total fund size of $75 million, according to a press release.

"In the near future, energy is going to be delivered and used completely differently. Marginal and average energy and CO2e prices are now on a long term deflationary trend," says Dikeman in the release. "There are 500 multi-billion dollar energy companies globally, and massive portions of global GDP, that are going to get disrupted in the energy transition, from energy & power, transport, real estate, industrial to consumer to agriculture."

Dikeman, who is the managing partner at Old Growth Ventures, a family office investor, also chairs the board at nonprofit cleantech accelerator Cleantech.org, virtual research institute. In 2001, he co-founded San Francisco based cleantech investment firm Jane Capital in 2001.

"We've been successful being highly selective as investors, and using our deep networks and understanding of energy and technology to avoid pitfalls other investors faced. It is exciting to be off the bench to do it again," he continues.

Lawrence, who's also been a part of the cleantech revolution for a chunk of his career, previously started and led the cleantech investing effort at Accel Partners and was previously vice president of product at software company Treverity. The duo chose the Energy Capital of the World to headquarter ETV.

"Texas is the energy capital of the world, and outside of corporate venture capital, there are not many venture funds in the state," says Lawrence. "So it makes sense to start an energy transition focused fund here as the latest wave of clean technology investing accelerates."

ETV will fund from seed to series B with select late-stage opportunities, according to the release, and will colocate a Silicon Valley office with GS Futures, the Silicon Valley-based corporate venture capital arm of energy, construction, and retail conglomerate GS Group of Korea.

"We're excited to be investing in ETV and in the future of energy," says Tae Huh, managing director of GS Futures, in the release. "Energy Transition Ventures is our first investment from the new GS Futures fund, and we've already run successful pilots in Korea with three US startups even before this fund closed an investment – we are working to accelerate the old model of corporate venture dramatically."

Jon Wellinghoff, former chair of FERC, and Deb Merril, president of EDF Retail and co-founder and former co-CEO of Just Energy, have also joined ETV as advisors. GS Energy executive Q Song moves from Seoul, Korea, to join the Houston ETV investment team, according to the release.

Self-driving pizza delivery goes live in Houston

innovation delivered

After announcing their partnership to work on pizza deliveries via self-driving robots in 2019, Dominos and Nuro have officially rolled out their technology to one part of town.

Beginning this week, if you place a prepaid order from Domino's in Woodland Heights (3209 Houston Ave.), you might have the option to have one of Nuro's R2 robot come to your door. This vehicle is the first do deliver completely autonomously without occupants with a regulatory approval by the U.S. Department of Transportation, according to a news release.

"We're excited to continue innovating the delivery experience for Domino's customers by testing autonomous delivery with Nuro in Houston," says Dennis Maloney, Domino's senior vice president and chief innovation officer, in the release. "There is still so much for our brand to learn about the autonomous delivery space. This program will allow us to better understand how customers respond to the deliveries, how they interact with the robot and how it affects store operations."

Orders placed at select dates and times will have the option to be delivered autonomously. Photo courtesy of Nuro

The Nuro deliveries will be available on select days and times, and users will be able to opt for the autonomous deliveries when they make their prepaid orders online. They will then receive a code via text message to use on the robot to open the hatch to retrieve their order.

"Nuro's mission is to better everyday life through robotics. Now, for the first time, we're launching real world, autonomous deliveries with R2 and Domino's," says Dave Ferguson, Nuro co-founder and president, in the release. "We're excited to introduce our autonomous delivery bots to a select set of Domino's customers in Houston. We can't wait to see what they think."

California-based Nuro has launched a few delivery pilots in Houston over the past few years, including the first Nuro pilot program with Kroger in March 2019, grocery delivery from Walmart that was revealed in December 2019, and pharmacy delivery that launched last summer.

From being located in a state open to rolling out new AV regulations to Houston's diversity — both in its inhabitants to its roadways, the Bayou City stood out to Nuro, says Sola Lawal, product operations manager at Nuro.

"As a company, we tried to find a city that would allow us to test a number of different things to figure out what really works and who it works for," Lawal says on an episode of the Houston Innovators Podcast. "It's hard to find cities that are better than Houston at enabling that level of testing."

Steam the episode here.

3 Houston innovators to know this week

Who's who

Editor's note: In this week's roundup of Houston innovators to know, I'm introducing you to three local innovators across industries — startup development, fintech, and health care — recently making headlines in Houston innovation.

Grace Rodriguez, CEO and executive director of Impact Hub Houston

Impact Hub Houston has two new initiatives for female founders. Photo courtesy of Impact Hub Houston

Two accelerator programs were recently announced and they both are aimed at supporting female founders — and one Houston organization is behind them both. Impact Hub Houston announced that it has partnered up with Frost Bank to sponsor eight female founders to participate in Impact Hub's new Accelerate Membership Program.

Additionally, Impact Hub Houston has teamed up with MassChallenge for their own initiative supporting female founders in the Houston-Galveston region in partnership with Houston-based Workforce Solutions. The three organizations are collaborating to launch launch a bootcamp to support female founders in the greater Houston region.

"As a female founder myself, I'm incredibly excited about this opportunity to support and uplift more women entrepreneurs and women-led businesses in our region," says Grace Rodriguez, CEO and executive director of Impact Hub Houston, in a news release. "By now, it's no secret that women, and especially women of color, are under-invested in; and this is our chance to change that by helping more women strengthen their businesses and prepare to seek funding." Click here to read more.

Youngro Lee, co-founder and CEO of NextSeed and COO of Republic

What does the future of investment look like? That's something Youngro Lee thinks about daily – and he shares his thoughts on this week's episode of the Houston Innovators Podcast. Photo courtesy of NextSeed

The world of investing is changing — and the power shift is tilting from the rich elite to individuals. Youngro Lee, co-founder and CEO of NextSeed and COO of Republic, has seen the change starting several years ago.

"Investing is traditionally seen as something you can't do unless you're rich," Lee says on this week's episode of the Houston Innovators Podcast. "There was a certain understanding of what anyone (looking to invest) should do. … But now the world is so different."

Lee shares more about the future of investing and how he's watched the Houston innovation ecosystem develop over the years on the episode. Click here to read more and stream the podcast.

Liz Youngblood, president of Baylor St. Luke's Medical Center and senior vice president and COO of St. Luke's Health

As we enter year two of the pandemic, the way hospitals function now and in the future is forever changed. Photo courtesy

No industry has been unaffected by COVID-19, Liz Youngblood, president of Baylor St. Luke's Medical Center and senior vice president and COO of St. Luke's Health, observes in a guest column for InnovationMap. But hospitals — they've had a spotlight shown on them and their technology adoption since day one of the pandemic.

"The pace of innovation for hospitals has been at breakneck speed — from the evolution of new treatment protocols to the need to reconfigure physical spaces to support an influx of patients while also promoting a healing environment during this unprecedented time," she writes.

Hospitals, she says, look and feel completely different now than they did last year and the year before that. Click here to read more.