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

Guest column

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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Booming Houston suburb hauls in top spot among growing U.S. cities

making moves

The Houston metro area's population is poised to continue booming over the next decade, so it should be no surprise that U-Haul calculated one Houston suburb as one of the top U.S. cities for growth.

In its annual report, released January 7, the company details migration trends across the U.S. Analyzing data from 2019, the moving and rental company placed Spring-The Woodlands at No. 14 among the 2019 U-Haul Growth Cities.

To determine the country's top 25 growth cities, U-Haul analyzed more than 2 million rental transactions over the calendar year. It then calculated the net gain of one-way U-Haul trucks entering an area versus those leaving an area.

Unlike U.S. Census Bureau or real estate data, the company says its U-Haul Growth Cities offers a snapshot of an area's retention rates versus strictly growth.

"While U-Haul migration trends do not correlate directly to population or economic growth, the company's growth data is an effective gauge of how well cities and states are attracting and maintaining residents," it explains in a release.

Three other Texas cities were perched on the list: the Austin suburb of Round Rock-Pflugerville (No. 5), the San Antonio suburb of New Braunfels (No. 11), and the Dallas suburb of McKinney (No. 17).

The top spot this year went to Raleigh-Durham, where arrivals accounted for nearly 51.4 percent of all one-way U-Haul traffic. In its explanation as to why the North Carolina hub is growing, the company points to the region's booming tech sector, which is says rivals that of Austin.

"We have tons of businesses coming here, bringing new residents in U-Haul trucks," said Kris Smith, U-Haul Company of Raleigh president, in a release. "Raleigh-Durham is rivaling Austin for attracting tech businesses and young professionals. We're seeing Silicon Valley talent and companies flock to the area. With a competitive cost of living, good wages, and job growth, Raleigh-Durham is experiencing a boom in population."

But when it came to the top growth state, neither Texas nor North Carolina got the No. 1 spot. That honor went to Florida, which took the crown from Texas, the winner in 2018. The Sunshine State claimed seven cities among the top 25, including five in the top 10.

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This article originally ran on CultureMap.

3 Houston innovators to know this week

Who's who

Houston is full of innovative people looking to make an impact — whether it's in the health tech, fashion, or science industries.

This week's innovators to know represent different industries within Houston, but they are all looking to leave a legacy in making a difference.

Yael Katz, co-founder and CEO of BrainCheck

Photo courtesy of BrainCheck

Yael Katz has seen the company she co-founded grow tenfold in its almost five years, and now she's watching that growth from a corner office with a great view of Houston.

BrainCheck, a cognitive assessment startup that has developed a software tool for primary care doctors to use to assess their patients' cognitive health, has moved into a new office space in the West University area following a series A round of fundraising.

"It's pretty exciting to have reached this milestone where we need more space," Yael Katz, co-founder and CEO of BrainCheck, tells InnovationMap. "We were pretty much bursting at the seams in our old office." Read more.

Topper Luciani, founder and CEO of Goodfair

Photo courtesy of Goodfair

With the rise of fast fashion — in which huge clothing lines rapidly produce cheap clothing for consumers, humans are cycling through clothing at a detrimental rate.

According to a report from Business Insider, the fashion industry contributes 10 percent of the world's carbon emissions, is the second-largest user of the earth's water supply, and pollutes the oceans with microplastics.

"I realized that there was too much stuff out there," says Topper Luciani, founder and CEO of Houston-based Goodfair, "and there is an environmental crisis being caused by the clothing industry. They're manufacturing so many items, they're using slave labor, they're pumping dyes and other chemicals into rivers. It's absolutely wild." Read more.

Dorit Donoviel, director of the Translational Research Institute for Space Health

Libby Neder Photography

On the most recent episode of the Houston Innovators Podcast, Dorit Donoviel speaks of space health needs in ways that sound like futuristic science fiction. However, the director of the Translational Research Institute of Space Health is actively seeking solutions for issues and needs for living in space.

TRISH works hand in hand with NASA's Human Research Program to identify the program's biggest concerns, and then tap into professors, researchers, and scientists from Baylor College of Medicine, California Institute of Technology, the Massachusetts Institute for Technology, and other partners in order to innovate solutions.

"Everyone tosses the word 'innovation' around, but that means, to us, taking risks in science. Health care, in particular, is very risk averse, but the space industry is taking risks every single day when they put people in a rocket and hurl them into space," Donoviel says on the podcast. "If we're going to mars, for example, we are going to put people at risk." Read more.

These 3 Houston research projects are aiming to fight or prevent cancer

Research roundup

Cancer remains to be one of the medical research community's huge focuses and challenges, and scientists in Houston are continuing to innovate new treatments and technologies to make an impact on cancer and its ripple effect.

Three research projects coming out of Houston institutions are providing solutions in the fight against cancer — from ways to monitor treatment to eliminating cancer-causing chemicals in the first place.

Baylor College of Medicine's breakthrough in breast cancer

Photo via bcm.edu

Researchers at Baylor College of Medicine and Harvard Medical School have unveiled a mechanism explains how "endocrine-resistant breast cancer acquires metastatic behavior," according to a news release from BCM. This research can be game changing for introducing new therapeutic strategies.

The study was published in the Proceedings of the National Academy of Sciences and shows that hyperactive FOXA1 signaling — previously reported in endocrine-resistant metastatic breast cancer — can trigger genome-wide reprogramming that enhances resistance to treatment.

"Working with breast cancer cell lines in the laboratory, we discovered that FOXA1 reprograms endocrine therapy-resistant breast cancer cells by turning on certain genes that were turned off before and turning off other genes," says Dr. Xiaoyong Fu, assistant professor of molecular and cellular biology and part of the Lester and Sue Smith Breast Center at Baylor, in the release.

"The new gene expression program mimics an early embryonic developmental program that endow cancer cells with new capabilities, such as being able to migrate to other tissues and invade them aggressively, hallmarks of metastatic behavior."

Patients whose cancer is considered metastatic — even ones that initially responded to treatment — tend to relapse and die due to the cancer's resistance to treatment. This research will allow for new conversations around therapeutic treatment that could work to eliminate metastatic cancer.

University of Houston's evolved brain cancer chip

Photo via uh.edu

A biomedical research team at the University of Houston has made improvements on its microfluidic brain cancer chip. The Akay Lab's new chip "allows multiple-simultaneous drug administration, and a massive parallel testing of drug response for patients with glioblastoma," according to a UH news release. GBM is the most common malignant brain tumor and makes up half of all cases. Patients with GBM have a five-year survival rate of only 5.6 percent.

"The new chip generates tumor spheroids, or clusters, and provides large-scale assessments on the response of these GBM tumor cells to various concentrations and combinations of drugs. This platform could optimize the use of rare tumor samples derived from GBM patients to provide valuable insight on the tumor growth and responses to drug therapies," says Metin Akay, John S. Dunn Endowed Chair Professor of Biomedical Engineering and department chair, in the release.

Akay's team published a paper in the inaugural issue of the IEEE Engineering in Medicine & Biology Society's Open Journal of Engineering in Medicine and Biology. The report explains how the technology is able to quickly assess how well a cancer drug is improving its patients' health.

"When we can tell the doctor that the patient needs a combination of drugs and the exact proportion of each, this is precision medicine," Akay explains in the release.

Rice University's pollution transformation technology

Photo via rice.edu

Rice University engineers have developed a way to get rid of cancer-causing pollutants in water and transform them into valuable chemicals. A team lead by Michael Wong and Thomas Senftle has created this new catalyst that turns nitrate into ammonia. The study was published in the journal ACS Catalysis.

"Agricultural fertilizer runoff is contaminating ground and surface water, which causes ecological effects such as algae blooms as well as significant adverse effects for humans, including cancer, hypertension and developmental issues in babies," says Wong, professor and chair of the Department of Chemical and Biomolecular Engineering in Rice's Brown School of Engineering, in a news release. "I've been very curious about nitrogen chemistry, especially if I can design materials that clean water of nitrogen compounds like nitrites and nitrates."

The ability to transform these chemicals into ammonia is crucial because ammonia-based fertilizers are used for global food supplies and the traditional method of creating ammonia is energy intensive. Not only does this process eliminate that energy usage, but it's ridding the contaminated water of toxic chemicals.

"I'm excited about removing nitrite, forming ammonia and hydrazine, as well as the chemistry that we figured out about how all this happens," Wong says in the release. "The most important takeaway is that we learned how to clean water in a simpler way and created chemicals that are more valuable than the waste stream."

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