SUMMARY OF TERMS FOR [SERIES NAME] FINANCING OF [COMPANY NAME]
Date: [date]
1. Issuer
[Company legal name], a [state] corporation (the "Company").
2. Investors
[Lead investor name] and other investors approved by the Company (the "Investors").
3. Amount
Up to [amount], of which [Lead investor] will invest [amount].
4. Pre-money valuation
[amount], on a fully diluted basis including an option pool of [percentage].
5. Security
[Series name] Preferred Stock.
6. Liquidation preference
On a sale or liquidation, the Investors receive [1x] their investment before common holders, [non-participating], or what they would receive as common, whichever is greater.
7. Dividends
[Non-cumulative] dividends only when declared by the board.
8. Conversion
Convertible to common at any time at the Investor's option, and automatically at an IPO.
9. Anti-dilution
[Broad-based weighted average] protection.
10. Board
[number] seats: [number] chosen by common holders, [number] by the Investors, [number] independent.
11. Protective provisions
Consent of a majority of the Preferred is needed to change their rights, issue senior stock, sell the Company or take on debt above [amount].
12. Information rights
Annual audited and quarterly unaudited financials for Investors holding at least [amount].
13. Pro rata right
Investors may buy their share of future rounds.
14. Founder vesting
Founders' shares vest over [number] months with [number] months already vested at closing.
15. Closing conditions
Due diligence, final documents and board approval. Target closing on [date].
16. Expenses
The Company pays the lead Investor's legal fees up to [amount] at closing.
17. Binding terms
Only the Confidentiality, Exclusivity ([number] days) and Expenses sections are binding. The rest is a summary of intent and does not oblige either party to close.
18. Governing law and signature
The binding terms are governed by the laws of [state]. The parties agree to sign this term sheet electronically.
Company Name and title: ______________ Date: ______________ | Lead Investor Name and title: ______________ Date: ______________ |
