🌎 International equity

Navigating Equity Questions as a Pre-Seed Startup

Legal filings like the 409A may not seem like the obvious thing to do, but they're vital to ensure you're on the right side of the law when making grants.


Raising capital to launch a startup is an exciting but challenging process that requires careful decision-making and meticulous planning. It is not uncommon for pre-seed startups to be presented with lucrative investment opportunities that involve exchanging equity for significant funding from well-established individuals or organizations. While such offers may seem tempting, it is crucial to consider the implications they may have on the 409A valuation, especially when issuing options for the first round of hires.

Importance of 409A Valuation

When a third party evaluates your company and assigns it a high valuation, such as $3 million for a 20% stake, the 409A valuation considers this common stock purchase in its assessment. While the valuation may be affected by factors like discounts for lack of controlling interest and prevailing market conditions, it is crucial to acknowledge its importance.

Strategies to Address the Predicament

One potential solution to address this predicament is by considering the sale of investor series seed preferred stocks. Unlike the National Venture Capital Association (NVCA) model documents commonly used in Series A and subsequent funding rounds, these preferred stocks come with fewer additional features and are specifically designed for investments in the $500K-$1.5M range.

However, it is important to acknowledge that this solution does come with trade-offs. By selling preferred stock, you would be granting preferential rights, which could help alleviate concerns regarding high valuations. Alternatively, if reaching an agreement on a SAFE (Simple Agreement for Future Equity) or Convertible Note is not feasible, another viable strategy is to ensure that all key insiders have their shares in place before closing the funding round. This approach would help cushion the impact for your core team members, as future hires would need to contend with the higher share price.

An additional option to consider is the issuance of convertible debt. Unlike preferred equity, convertible debt doesn't require setting a valuation for the company at the time the money is raised. Instead, it converts into equity during the next funding round based on the valuation set at that time. This approach can be advantageous for startups, as it typically comes with a valuation cap and discount rate that provide an upside to early investors. However, while convertible debt can help defer valuation, it's important to note that it is a form of debt and carries an obligation of repayment. Furthermore, it can introduce complexity to the capital structure of the company, and sometimes can come with investor-friendly terms that might be less advantageous for founders.

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The Option of SAFE Notes

Finally, it's worth addressing the option of SAFE notes. SAFE stands for Simple Agreement for Future Equity, initially conceived by Y Combinator as a more founder-friendly alternative to convertible notes. SAFE notes do not have an expiration or maturity date, and they do not accrue interest, unlike convertible notes. They convert into equity during the subsequent financing round, but without the obligation of repayment if the startup doesn't succeed. Although SAFE notes can simplify the early-stage fundraising process, they also come with their own set of caveats. For instance, they can potentially dilute the existing shareholders in future financing rounds. Hence, while they offer simplicity and flexibility, they must be used judiciously.

Prioritizing Long-Term Growth and Sustainability

Raising capital always requires careful consideration of the advantages and disadvantages associated with each decision. While large investments can be alluring, it is crucial to evaluate their potential impact on future hiring and equity allocation. As the founder, it is essential to prioritize the long-term growth and sustainability of your company rather than solely focusing on short-term gains. This includes thoughtfully considering the effects of valuation on future funding rounds and making strategic decisions that will ultimately benefit the company in the long run. Additionally, maintaining transparency and open communication with investors can help address concerns and foster mutually beneficial agreements for all parties involved.


In conclusion, navigating equity questions as a pre-seed startup requires careful analysis and decision-making. By considering the various strategies and trade-offs discussed above, including the importance of 409A valuation, you can make informed choices that align with your long-term goals and ensure the growth and success of your company in the ever-evolving startup ecosystem.

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