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This guide delves into the key aspects of financing a venture, spanning stages from pre-seed to pre-IPO. It explores pivotal themes such as market conditions, management team dynamics, and capital raising strategies. Learn about milestone setting, product maturity, and the importance of reliable business professionals. The work also covers various sources of financing including institutional investors and banks, and outlines legal responsibilities and due diligence practices. This comprehensive resource is essential for entrepreneurs seeking to navigate the complexities of business financing.
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Small Business Finance… Spring 2010 URG MBA Program Chapters 6-8
Financing the Venture • Financing in Stages • Successful or not? • Milestones • Build and maintain product • R & D dimension • On going or up-start? • Management Team • Reliable and sound business professionals • Market Penetration • Actual revenue
Raising Capital • Based on past experience • Management team • Competition • Currency of product/technology • Maturity of product • Need for product • Market conditions • Market penetration/saturation • Capital markets
Raising Venture Capital • Pre-seed Financing • Seed Financing • First State financing • Second and third stage financing • Pre-IPO Financing • Condition of the company • Sources of financing • Use of the financed dollar
Sources of Capital • Institutional Investors • Banks • Credit Unions • High Net Worth Individuals (Angels) • Locating requires neteworking • Corporations • Foundations (Kellog, etc.) • Public Markets • Financing with Debt
Practical Capital Raising Aspects • Selling shares to stakeholders/shareholders • Share price • Basic value for calculating value of company • Fully diluted • Includes equity options and assumption of sales • Pre-money value • Prior to calculating the value of the share • Post-money value • Original total of shares, plus new issues
Venture Capital Pro’s and Con’s • Management expectations • Large market possibilities • Potential long-term “edge” • Synergisim of investors • Anticipated exit • Disadvantage
Next Steps • Deciding on the best investment strategy • Contacting and communicating with investors • Due Diligence • Investigation • Legal examination • Auditor examination • SEC rules and reporting regulations
Legal and Contractual Responsibilities • Restrictions for raising private capital • Issuance in accordance with Rule 504 • Exemption of 1 mil in sale over 12 months • Issuance in accordance with Rule 505 • Restricts sales exempt up to 5 mil but maintains regulations on banks, institutional investors, etc. • Issuance in accordance with Rule 506 • Restricts accredited investor sales of stocks • Example: Impax Labs
Meeting Regulations • Number and identity of offerees and buyers • Investments are offered to people willing to “bare the rist” • Offering document • Outlines (PPM) company information • Personal negotiations • Corporate investors should be diligent with public offerings • Investment contract
Terms • Term sheet • Investment Agreements • Financial Matters • Valuation • Employee Stock Options • Options for future investments • Liquidation • Right to control and right of information • Founders and Managers rights • Registration rights