Funding F.A.Q.

Just personal opinion, but I would consider any firm a start-up if it hasn’t reached cash-flow break-even, meaning that it still relies on external funding (selling equity or taking on debt) in order to meet it’s cash needs.  Cash-flow break even is where the profits generated by the business cover the cash costs, including the need to grow working capital (accounts receivable and inventories less accounts payable).

Sometimes I have used the term pre-revenue start-up to describe a business that hasn’t yet sold any products or services.

Equity (as opposed to debt) represents a share of ownership in a venture, be it a partnership interest, an LLC membership, or shares of common stock.

Debt, on the other hand, represents money loaned to a venture, and makes the lender a creditor of the entity.

Give is the wrong verb.

A company sells an interest or share of ownership in the entity to investors.

Who those investors are is dependent upon the amount of funding needed, the product or services being provided, the location, the team, riskiness of the venture and a host of other factors.

Below is my list of typical investors, from lowest dollar amount to highest dollar amount:

1. Friends, family, and founders
2. Angel Investors
3. Private Placements sold by a broker to Accredited Investors
4. Venture Capital Funds
5. Strategic Partners

One other source that is really a subset of strategic partners is your customers. The can range from pre-payment on contracts to pre-selling your product through a crowdfunding effort. In these cases, the firm gets cash but also books a corresponding liability for products or services to be rendered at some future time.

It really depends on who the investors are.

Your family, friends, co-founder, and colleagues are investing in you. You should have a (hopefully lengthy) personal relationship with them and that is what is a risk (more so than the money). They want you to have personal characteristics such as honesty, a good work ethic, and solid vision.

Angle investors, on the other hand, are looking for a good team; people who are dedicated and teachable. They are often knowledgeable about either your technology or your market and want to lever that knowledge by helping you succeed. In addition to the financial aspect, they want to coach and mentor - to give back. They understand that even if your initial product doesn’t work or your initial target market isn’t ideal, good people can pivot, adapting to challenges, and succeed.

There are a number of factors that should go into an investor’s decision to fund. Note that if you had all of these factors, you might not even need external funding.

1. Be part of a team. In almost all cases, a solo entrepreneur represents too high a degree of risk, regardless of the potential upside.
2. Have a product or services that either fills an unmet need in a way that is better, cheaper or with a different focus that the competition or has the ability to create it’s own need (this is common in entertainment and games). It is better if your product or services is a ‘must have’ rather than a ‘would like.’
3. Establish that the size of the need is sufficient to provide adequate return. This is why the gov’t established the orphan drug program - great need but the market is too small for economic viability without government subsidiary.
4. Demonstrate technical feasibility and capability, through finished product,= (Best) working prototype / minimum viable product (Good) or proof-of-concept (Acceptable).
5. A detailed plan showing how you and your team (see #1) are going to market (make customers aware of), manufacture, deliver, and sell (make money) your product or service.
6. A month-by-by month financial plan for the first 36 or 60 months of the venture that reflects in numbers what you plan says in words.

Seed money represents money invested by individuals, including but not limited to founders, family, friends, and angels. While such investments are by their nature high-risk and high-return, the motivation for such investments are not necessarily financially driven.

Individual investments range from a few thousand dollars up to over one hundred thousand dollars.  Total investment ranges from the tens of thousands up to 1 million dollars.

These monies may be raised in one or more rounds of funding, sometimes without the use of a formal term sheet or prospectus.

There are securities laws that regulate the amount of money that be raised from non-accredited investors; consult a securities lawyer for the details of these restrictions.

Your first money should come from yourself, your co-founders, and their immediate circle of friends and family. Realize that they are really investing not in your idea but in you and your co-founders.

To go beyond this level of funding, you will most likely need both a written plan as well as either a proof-of-concept or a working prototype. These two items reduce the investment risk by documenting the need for the product and it’s superiority to the competition - Market Risk as well as working toward an answer the questions “Can you make it?” - Development Risk. The final risk - Execution Risk - should be mitigated by having an a appropriate team of co-founders and/or early hires.

Just ask them.

Your family, friends, co-founder, and colleagues are investing in you. You should have a (hopefully lengthy) personal relationship with them and that is what is a risk (more so than the money). They want you to have personal characteristics such as honesty, a good work ethic, and solid vision.

Make sure that your properly document the transaction, as the direct purchase of equity (stock), a convertible note, or a standard loan. Sample documents are often available on-line, but you should consider either using a legal service (such as Legal Zoom) or a local attorney who is an expert in business transactions.

One note of caution - if you want to maintain the relationship, do not accept money that they cannot afford to lose.

Your first money should come from yourself, your co-founders, and their immediate circle of friends and family. Realize that they are really investing not in your idea but in you and your co-founders.

If you don’t have a co-founder, get one - you aren’t good at everything needed to make a business successful and most investors won’t invest in a one-person company.

I will also suggest that unless you are an orphan and a hermit, you probably have more ‘friends and family’ than you expect. Have you considered any of the following:

1. Childhood friends - anyone from elementary school through college. Even if you haven’t seen them in a while, if they know and trust you, you have the basis for an ask (this advice applies to all of the people on this list.)
2. Colleagues from work - I once has an older client to raised all the money his wife needed from his long-time coworkers who had just been given early retirement payouts.
3. People with whom you socialize - be it at the gym, in a faith community, in an on-line gaming situation, as an fellow alumni, or a shared membership in a club or organization (just to name few possibilities).
4. Second degree relationship - maybe your friends can’t invest, but they may have family or friends who can invest - ask them for a recommendation or introduction.
5. Vendors or customers - this can be explicit, since they should want you to succeed, or implicit, by collecting monies sooner than you need to pay them out.

I’m not a securities lawyer, but I believe you do have to have some connection with an equity investor.

One note of caution - if you want to maintain the relationship, do not accept money that they cannot afford to lose.

For Crowdfunding, you typically need to have a large number of potential investors primed, either though an e-mail database or social media followers.  Influences can also help drive traffic to your campaign on the crowdfunding sites.

For Angels, look for the public pages of the various angel groups in your local area. In most areas, there is an entrepreneurial community of advisors, attorneys, and CPA who can help make introduction to the appropriate members of the groups (or you could just go through the normal screening process, but it helps to have an inside champion before you present).

For Series A, (Venture Capital), you should be introduced by either your Angel Investors, your attorney, or you CPA. VC’s fund very few deals and without an introduction for a known source, it is almost impossible.

Bootstrapping
This path to success bypasses outside funding altogether and funds its growth from sweat equity and sales.  For some success stories, see Bootstrapping Success Stories – The Unconventional Route Towards Becoming The Next Unicorn.

Crowdfunding
Often used by board game designers and other who have product they can make and sell to a targeted audience. This involves pre-selling enough of the product until you have enough order to justify production costs (and presumably some for overhead and profits as well).

NRE – Non-Recurring Engineering

This can be used to have your initial customer(s) finance the development of the product, often exchange for preferential prices and/or some sort of limited exclusivity.

Grants
Program like Small Business Innovative Research (SBIR) and Small Business Technology Transfer (STTR) are competitive government grants (free money) set aside for small businesses to develop a product the offering agency eventually wants to purchase or to support their policy agenda.

Any investment is about risk and return.

There are three broad categories of risk evident if most early state companies:

Market Risk – How strong is the need for the product or service and how big is the market?  Strong needs and large markets usually translate into higher return.

Development Risk – Is the product or service at the idea, a proof-of-concept, a prototype, fully-functional, or fully-scale able level? The further along, the lower the risk.

Execution Risk – Is there a complete team who has developed a plan for & document their committed to marketing, selling, production, and delivery of the product or service? The more complete the team – the right people in the right positions – and the more detailed the planning process the lower the risk (note that the process is more important than the document itself).

Return reflects the amount invested (and the corresponding ownership share) as well as the anticipated / forecast liquidity event (IPO, acquisition, etc.).  The entrepreneur’s ask needs to include both of these elements to be effective (even if the details are off, it reflects their ability to look at things from the investor’s point of view).

Assuming that you are talking about equity financing, the short answer is as many times as necessary - provided that the company is hitting it’s milestones and the overall value of the firm is increasing, so as to not dilute existing shareholders.

A smart entrepreneur will also know how to use appropriate amounts of debt financing in order to leverage their existing equity funding.

Whether or not you consider it niche, any business needs to provide an adequate risk-adjusted return to the investors.

There are a number of excellent articles on niche businesses that have done well, such as 5 Quirky Businesses That Found the Perfect Niche

Besides the standard advice that I would give (see my answer to What makes me a ideal candidate for funding?), I suggest that you profile and seek out potential investors who would have a personal or professional interest in your product / service / project.

From a strict accounting point of view, it depends on what is called your Pre-Money Valuation. If your business is worth $1 million, then you will give up 33 1/3% ownership for the additional $500,000.

You may ask why this isn’t 50% - here is the math: Post-Money Valuation is Pre-Money ($1 million) plus new investment ($500,000) or in this case $1.5 million. Ownership is based on Investment divided by Post-Money or $0.5 million / $1.5 million.

If you can’t agree on a Pre-Money Valuation, there are a number of securities instruments (such as convertible notes) that allow you to defer that decision until the next round of funding. Talk to a lawyer who is knowledgeable about early-stage funding to get the details.

I am assuming that you’ve put some of your own money into the business - if not, that is the first step, as an investor is highly unlikely to invest if you aren’t ‘all in.’

Your team should do the same thing. If you don’t have a team, get one, as solo entrepreneurs are very seldom funded because (1) you don’t know everything and you don’t have unlimited time (2) you represent too high degree of risk for potential investors (single point of failure in engineering speak).

Beyond the founders, tap into your and your team member’s circles of influence - family, neighbors, colleagues, etc. who are willing to invest in you and your team.

For your first professional money, look at the formal and informal angel networks. Most angle investors like to look locally, so either do some google searching for your local group or ask members of the start-up community - bankers, lawyers, CPA, etc. to point you in the right direction for your geographic area. While many of these groups have formal screening processes, it is much more effective to get a warm introduction to the group from supporters (lawyers, CPA, etc).

Angel investors often form local groups to jointly invest.

Angle investors are looking for a good team; people who are dedicated and teachable. They are often knowledgeable about either your technology or your market and want to lever that knowledge by helping you succeed. In addition to the financial aspect, they want to coach and mentor - to give back. They understand that even if your initial product doesn’t work or your initial target market isn’t ideal, good people can pivot, adapting to challenges, and succeed.

Since they want to be involved in your company, look for investor groups that are located in your local area (within 1 -2 hours drive).
While most groups have some sort of public presence, if you are having trouble as a professional. Attorneys (Intellectual Property and Securities) as well as CPAs are often good sources of information about such group.

Answer courtesy of  Brett Fox, Fmr CEO @ Touchstone Semiconductor

All it took for us to close our initial funding was three meetings. That’s it. Three meetings.

The meetings lasted maybe two hours total. Then we got a term sheet, and we agreed to the terms. The final due diligence lasted a month, and then the money was wired into our bank account.

It was easy.

Now what I didn’t tell you was that 63 investors passed before the 64th investor we met agreed to invest in our company.

So maybe it wasn’t that easy after all.

And we were one of the lucky few companies that got funding from outside investors. Most companies, your company included, aren’t fundable.

There can be lots of reasons investors aren’t interested in funding your startup including:

A. Your company isn’t in a segment the investor is interested in.
Are you wondering why you can’t get meetings with investors. This could be the answer because not all investors are interested in the same things.

The point is to do your research before trying to set up meetings. Only try and meet with investors that are interested in what you are doing.

Oh, and also pay attention to…

B. Your company may not be at the stage the potential investor is interested in.
Investors specialize. There are angels, early stage VCs, and late stage VCs. Again, do your research because it’s really difficult to get a mid or late stage VC to invest in your early stage start up.

One more thing to look at regarding potential investors is…

C. Your company will not move the needle on the potential investors fund.
Let’s say you’re building a company that has the potential to be worth $100M. That sounds pretty good, but you need to look at things from the investors perspective.
The $100M your company might be worth will not impact the return for a $1B fund. You’re better off trying to find smaller funds where your success can make a huge dent in the success of the fund.

But, it could also be…

D. Your company is not in right geography for the potential investor.
I think this Marc Andreessen quote says it all about the importance of a startup’s location regarding fundraising:

Location risk -- where is the startup located? Can it hire the right talent in that location? And will I as the VC need to drive more than 20 minutes in my Mercedes SLR McLaren to get there?

So, yeah, location is really important, especially if you are early stage. Investors want to be close to their investments when a company is just starting out.

Or it could be…

E. Your company isn’t growing quickly enough.
You’ve bootstrapped revenue up to the magic number of $1M/year. That’s a tremendous achievement.

However, your plan is to grow revenue to $1.5M next year, then $2.2M, and then to $3M the year after that.

That’s just not fast enough to get investors excited about your company.
Or it could be…

F. Your company takes too much money to get to cash flow positive.
You could have a company that is growing from $1M to $10M to $30M in revenue, but maybe you don’t get to cash flow positive until you get to $200M in revenue.
That’s going to take a lot of money for investors to carry you. Plus investors are going to have to have faith that there will be another investor willing to continue investing because there’s no hope your company will be able to stand on its own. (Read:Why You Should Ignore The Rise Of The Unicorns).

G. Your company has no barriers to entry.
You could have a great growing business that’s on the verge of profitability. And you could be in a segment that’s interesting, but you have no way to keep competition out of your segment.

That’s going to be a tough sell to potential investors.
Or it could be…

H. The Investors you approached have already invested in a similar business.
It's very rare that an investor will invest at the same time in two similar companies in the same segment. If you take a meeting with an investor that has invested in your competitor assume your pitch deck will make its way to your competitor.

Or it could be...

You get the idea. I can keep going on and on about the reasons why you’re not getting funded.

You can have a great business, but it might just not be suitable for venture funding. There’s nothing wrong with that at all.

Most businesses are not going to be interesting to VCs. Do what most entrepreneurs do in that case. Rely on your own financing, friends and family, or the bank.

The fact that your company can’t raise money from outside investors doesn’t mean that it will not succeed.

There are many successful businesses that have been funded only by friends and family (remember, they are investors too). In fact the majority of successful businesses never take any outside funding.

The one fatal mistake you want to avoid is trying to adjust your business in an unnatural way to get funding. Yes, you may get funded, but your odds of failure will go way up.

For more, read: The Nine Facts of Fundraising You Need to Know - Brett J. Fox

The answer really depends upon where you are in the process.

Most financial investors won’t invest in a solo entrepreneur - so if you don’t have a team and/or partners, go find one or more key players who you can convince to help you make your vision a reality.  If you can’t convince someone to invest time and energy, you won’t be able to convince an investor to part with their money.

If you, your co founders, your friends, and families have already invested, good.  If not, why should an investor put their money in when you haven’t put your own money into a deal?

If you are ready for either angle investors or VC’s then work with your professional advisers (lawyers, CPA’s, etc.) and have them introduce you to the appropriate firms and/or individual investors in your local area.  I say local area because most investors want to the able to keep in close touch with their investments.  If your advisers can’t do this, consider looking for ones that can.

While there are list of firms and investors groups, an request received ‘over the transom’ is rarely funded.  You stand a much better chance by having a warm introduction.

Courtesy of Paul O'Brien, Founder MediaTech Venture

What does that mean? To accurately answer the question, we really need to define a few things.

• Venture Capitalist : the person who manages other's capital in a venture fund.
• Angel : the individual who invests their own wealth directly into ventures

Important distinction. Many say “VC” and mean it to refer to anyone investing in startups, and that's generally acceptable because it's technically correct (capitalist in ventures) but not really accurate. Venture Capitalist works for a Venture Capital firm. If they're not working for a fund, they're a business investor, Angel, or other such distinction.

So the question asks, when do those VC Funds typically invest?

Let's be clear about “stages” as they also get used a little loosely:

• Friends, Family, and Fools - this is the initial investment to start something. That's the first stage
• Seed Stage - You've sufficiently proven an opportunity exists and are ready to really build it. Angel investors get involved because your venture is still incredibly high risk and you need industry experienced investor who genuinely want to help and see your success.
• Series A - You're in market. You've developed your business such that you've moved on to figuring out Market validation: how to scale and compete. This is when you start focusing on growth. VCs get involved. Time to figure out how to really monetize.
• Series B, C, etc. - investment to get into new markets, pivot, add major changes, or look at acquisitions. Still VC
• C and on - Private Equity looks more to get involved as you get to the stage where you're talking terms of massive capital investments and/or going public

Of course, all of that is fudgy but generally, that's how it works.

All that said, you should be identifying and talking to the VCs right for what you're doing, now. Yesterday even.

Don't wait to talk to investors until you think you're ready! That's too late. They WANT you to get to the point pertinent to them so they'll advise and guide you along the way so you might better become that opportunity they want.

As to why people invest in them, it is a matter of portfolio diversification. Manager of large amounts of money (insurance companies, endowments, pension plans, etc.) put a very small amount of their overall funds in alternative investments such as venture capital, knowing ahead of time that these investments represent both high risk (of failure) as well as (potentially) high return.

The lender who does Purchase Order Funding relies upon your customer’s credit rather than yours; they rely upon your firm to be able to produce and deliver the goods.

Here are the basics of what you need:

1. A Purchase Order that does not allow for returns or cancellation
2. From a creditworthy customer
3. Of a sufficient size to make the paperwork worth doing ($10K - $20K minimum)
4. With sufficient gross profit to cover the fees (which may be as high as 4% to set up the deal and 2 - 3% per month thereafter)
5. A relationship with a asset-based lender (i.e. one who will your your Accounts Receivable as collateral for a loan) or a factor (who will buy your invoice at a discount) so that the purchase order lender gets paid when you have delivered the good/performed the service so that your purchase order turns into an invoice.

I would say a good bookkeeper. In most cases, CPAs and tax professionals work from the data that you provide to them; if your accounting records are in a manila envelope, then you will have to pay their prices to clean up the data, rather than a much lower cost of a bookkeeper who can record you income and expenses in a timely and appropriate manner.

by ​Thomas Papanikolaou​​​

Advisors
Advisors are hired because of their subject-matter expertise in a specific domain or the segment of business. They provide professional advice in a proactive, prescriptive and directing manner, telling you what to do to to achieve your business objective in the short- or mid-term. Naturally, advisors are performance-focused, hands-on, and their payment is associated to the delivery of a business result.

Coaches
Coaches are hired because of their process expertise. They usually have a general business understanding, and will offer proactively an outside-in perspective. Listening and empathetic, they focus on helping a business and the people working within that business learn how to achieve specific goals through discovery and skills development. Their engagement horizon is mid- to long-term and their remuneration is associated with the delivery of a self-sustainable business- or people capability.

Mentors
Mentors are matched, not hired. They are accomplished professionals who offer wisdom and a combination of personal and professional advice. In general mentors are reactive. When triggered, they will respond with guiding and motivating rather than doing. Mentors think long-term, building a relationship aiming to enable personal growth and development for their mentee. Purpose-driven and altruistic, they will expect no payment in return for their work. The creation of legacy is their measure of success.

I am assuming that you are talking about opportunities for obtaining financing.

There are 3 key type of people who you should look for , with a common thread of having been party to the types of deals you are being offered.

The first is a good transnational business attorney. Make sure that they have particular expertise in looking at terms sheets, so they can recognize what clauses are standard, what’s negotiable, and what’s unfavorable to you.

The second is a CPA or other qualified financial professional. You need to understand how to both properly account for the transaction as well as the possible tax consequences.

The third is a fellow entrepreneur who is willing to act as your coach or mentor as you grow your business.

Ignorance of the law is no excuse!

Below are some of  most common ways people break the law, either intentionally or not:

• Not having the proper licenses - depending on the industry, you may need licenses from Federal, State, County, and/or Municipal governments to operate legally.
• Operating without legally required insurance coverage.
• Not forwarding fiduciary funds (sales tax, withheld payroll taxes) to the the appropriate agency in a timely manner. Most people don’t realized that this is a criminal offense.
• Violating employment laws, in hiring, in working conditions, in payment of wages, salary, & commissions, or in discipline / termination.
• Not being compliant with specific agency rules and regulations related to health & safety, environmental issues, or workplace safety.
• Not complying with various securities laws when attempting to raise money from investors.

There are three ways to compensate those who work (not only in stat-ups, but in all companies).

(1) Pay them with cash, preferable at market rates. However, this is often not financially feasible in a start-up.

(2) Pay them with equity. To do this, you need good legal and tax advice, as there are significant consequences is you don’t follow the right steps.

(3) Pay them with thanks (ego). This is especially good for advisory boards and mentors. Most people like to think that what they know is valuable. If you agree, tell them so. There are very few experts who don’t want to have their expertise validated by someone listening to them.