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Founder & CEO
Thanks for the question. To be clear this is an investment, not a contribution or donation. You would be investing to own an equity stake in the company. The investment vehicle we're using for this campaign is a convertible note. Convertible notes are very common for investment in early stage companies. It is a loan made to the company that includes special terms to convert the capital + accrued interest to equity in a future priced equity round of $1,000,000 or more (called a Qualified Financing).
I recommend reading Wefunder's primer on convertible notes:
wefunder.com/post/17…vertible-notes-work
Our goal is to raise a Series A round of $5 million or more within the next 24 months. We can't guarantee we will achieve that goal, but that is what we are focused on achieving. If we do reach that goal and you invested in the campaign, your invested capital plus accrued interest would convert to shares of equity at that point in time.
The price per share (and thus the % of the company) would be determined by the price set in that future equity round. Because you would be investing earlier, there are two terms in the convertible note that are meant to give you additional upside, relative to investors that invest later in that future round.
These terms are:
- Valuation cap: The valuation cap for this campaign is $10 million. This means that if in a future Qualified Financing the company pre-money valuation is set at something higher than $10 million, your investment would convert at the cap, as if the valuation were $10 million. Hypothetically, if a future Qualified Financing valued the company at $20 million, your investment would convert to approximately 2x the number of shares as someone investing for the first time in that future round, due to the valuation cap. I say "approximately" because accrued interest and rounding to whole shares could cause the actual number to be slightly more or less than 2x in that scenario.
- Discount rate: The discount rate for this campaign is set at 20%. If on the other hand a future investment valued the company at $10 million or less, your investment would convert at a 20% discount of that future valuation. So if the future valuation was $10 million, your investment would convert as if the valuation was $8 million instead. Note that either the valuation cap or discount rate would apply, not both. The term most beneficial to the investor (you) would be used.
Because we don't yet know exactly when a future Qualified Financing will happen or what the valuation may be at that time, we can't precisely say what % of the company your investment would be worth today. But given the valuation cap and discount rate, you have some assurance of a good return on your investment, provided a Qualified Financing occurs.
It is also worth addressing the fact that the future is uncertain. We can't predict what will happen. A future Qualified Financing may never occur. In that case, this investment is still a debt on the company's balance sheet that is accruing interest. The interest rate for this campaign is set at 4% and the term of the loan is set at 36 months. No one would typically invest solely for the interest rate, but it does provide downside protection to the investor. In the event of a company liquidation, investors in convertible notes, as debt holders, would be repaid with interest before any other shareholders/investors would be receive money.
And if the 3 year term expires with no Qualified Financing the note would come due and need to be repaid with interest at that time. Relative to other forms of investment, where if no "exit" occurs you never have an opportunity to get your money back, this is another valuable form of downside protection. That interest is continually accruing also creates a "ticking clock" in the mind of the company founder (me) to reach a Qualified Financing sooner rather than later so that accrued interest does not continue to pile up. In this way, the interest rate aligns the interests of the investor and company (both want to get to a Qualified Financing, with as a high a valuation as possible, sooner rather than later). I always like aligning interests. ;-)