What is the purpose of this article?

Enable private company founders, boards of directors, CEOs, CFOs, and investors to structure their discussion on raising capital and how to sell securities (equity or debt) in Ontario.

This article does not provide legal or financial advice.  Before making any decisions or take any actions to sell securities in Ontario, you should consult with the appropriate professionals.

You can download a PDF of this article from: How can a private company sell securities in Ontario V2

What are the critical learnings in this article?

• There are many ways to raise capital, in addition to selling securities.
• There are many provinces and countries to raise capital from.
• You need an experienced finance person or financial advisor to help you think through the best way to raise capital.

There are many ways for a private company to raise capital in Ontario.

• These include: government loans, grants, and tax credits; factoring; pre-payments from customers, deferring payments to suppliers, a variety of financial instruments, loans, and selling securities in Ontario.
• Any company in the world selling securities in Ontario must follow Ontario laws and regulations. The OSC (Ontario Securities Commission) regulates the selling and trading of securities in Ontario.
• Any Ontario company selling securities in another province or country must follow the local laws and regulations.

This article is focused on a private company selling securities in Ontario.  Publicly traded companies or private companies going public are outside this article’s scope.

A prospectus is always required unless the company meets specific exemption conditions.

Creating a prospectus can be a long and expensive process. Much of the funds from the sale of a small amount of securities could be consumed by the prospectus costs.

Under certain situations a prospectus is not required, resulting in a faster and lower cost sale of securities. The following provides a high-level overview of the 6 general situations in which a prospectus is not required. Each situation reflects the characteristics of a specific type of investor.  You must consult a securities lawyer for advice, as the laws and regulations are far more detailed than this overview.

• Private issuer: your corporation has fewer than 50 people holding securities. A company starting out with a handful of founding shareholders actually takes advantage of this exemption, often without being aware of it.
• Family, friends and business associates including employees, officers, board directors of the corporation, or consultants to the corporation.
• Accredited investor: These are investors with assets and income which meet the OSC’s definition of a “accredited investor”. The OSC views these as sophisticated investors who do not require the detail contained in a prospectus in order to make an investment decision.
• Minimum purchase amount of $150,000. As long as the investor (who cannot be an individual) purchases at least $150,000 of securities.
• Offering memorandum: an offering memorandum is a simplified prospectus, which must follow OSC regulations and be filed with the OSC.
• Crowdfunding: your corporation can sell simple securities (e.g. common shares and non-convertible debt) through a registered online funding portal.

If you are taking advantage of one of these exemptions, you must file a report with the OSC, unless you are utilizing the Private Issuer or Employee, Officer, Board Director, Consultant exemptions.

 By utilizing these exemptions, the corporation has multiple potential securities buyers.

Potential securities buyers may include:

• Friends and family;
• Individual investors;
• Family Offices;
• Venture Capital or Private equity;
• Strategic investors;¹ and
• Institutions.

In addition to the above, the corporation may utilize an exempt market dealer, who is an intermediary between the corporation and accredited investors. The exempt market dealer should have a broad network of potential investors, enabling your company to quickly sell securities.  It could be very time consuming for your company to find investors. The exempt market dealer must be registered with the OSC.

What are your next steps?

• Begin your next steps at least 12 months before you need to sell securities.
• Define your company’s long-term value creation plan (sometimes called a strategic plan).
• Outline your company’s long-term cash-flow and capital requirements plan, linked to your long-term value creation plan.
• Agree on what is driving the need to raise capital at this point. g. funding growth, founder(s) want to exit, founder divorce or death.
• Analyze the long-term implications, in multiple-scenarios, of raising capital at this point.
• Determine the best way to raise capital at this point. There may be many options rather than selling securities. There may be many options for which province or country to sell securities.
• What stage is your corporation at? g. Seeking angel investors/seed capital or A, B, C series funding?  An established corporation that has been in business for many years? Founders seeking to sell their interest or sell the company?
• Founders and major shareholders must also consider their personal and family financial plans.
• Create your plan to build relationships with potential buyers of your securities. Investors, especially funds and institutions, will need time to get to know you e.g. many months of receiving your monthly updates.

Footnotes

¹ Strategic investor: an investor (typically a company) that invests primarily for strategic rather than financial (return) purposes. E.g. in order to gain future access to a key new technology or product. (By contrast, financial investors make investment decisions primarily based on the prospect of a strong financial return.)

What further reading should you do?

• Summary of Key Capital Raising Prospectus Exemptions in Ontario – January28, 2016 Ontario Securities Commission: http://www.osc.gov.on.ca/en/SecuritiesLaw_ni_20160128_45-106_key-capital-prospectus-exemptions.htm
• Detailed OSC rules and policies regarding prospectus exemptions: https://www.osc.ca/en/securities-law/instruments-rules-policies/4/45-106/unofficial-consolidation-national-instrument-45-106-prospectus-exemptions-1
• The Ontario Securities commission has a website focused on selling securities without a prospectus:  http://www.osc.gov.on.ca/en/exempt-market.htm#how-do-companies-raise-capital-in-the-exempt-market

What is the purpose of this article?

Enable founders and investors to discuss their assumptions about what each startup financing round means.

You can download a PDF of this article from: What is the difference between pre-seed and seed financing

What are the critical learnings in this article?

• Investors are looking for the evolving validation of: a large market; a competitively differentiated value proposition; and a team that is able to quickly learn and change.
• There are no commonly accepted standard definitions. I observe that people have many different interpretations of these words, resulting in confusion and mis-representation.

What are investors looking for?

Investors are looking for a startup with three critical potentials:

• A large number of cash paying customers with an urgent problem or need they are willing and able to pay for. A large market is needed in order to have a successful startup with a large shareholder value enabling a very profitable exit for the investors.
• A value proposition and solution which enables a large number of cash paying customers to achieve benefits and value. The startup will fail if the cash paying customers are not getting benefits and value.
• A great team which is able to continuously learn quickly and adapt. Continuous learning results in the team changing the focus of: who the target cash paying customers are; what the customers urgent problems and needs are; the characteristics of the competitively differentiated solution.

The financing evolution from family and friends through to Series A, B etc. provides ever increasing validation of the three critical potentials outlined above.

Pre-seed

• First funding after family, friends etc.
• The goal or end-result, of the pre-seed stage is demonstrating that there is a market need.
• Prior to pre-seed funding, the startup has:
  1. Created something that works.
  2. Validated that that there are some potential customers with urgent problems/needs they are willing and able to pay for.
• The startup does not have a complete founding/leadership team, partners, channels.
• During pre-seed, there is likely little or no revenue.
• Funding provides a 3-9 month runway.
• Funds raised: $50K to $1 million.

Seed

• The goal, or end result, of the seed stage is proving that there are a large number of potential customers that are willing and able to pay for the solution AND there is a solution which can be scaled.
• Prior to seed funding, the startup has:
  1. Customer traction: e.g. at least one passionate pilot user, some customers that are paying for some beneficial operational piece of the solution or pilot, etc. (This traction excludes consulting and other revenue not reflecting the long term-solution the company is aiming for). The seed stage will further expand the scope of the benefits and the scope of the solution.
  2. Pilot users or customers validate the benefits they are able to achieve.
  3. The right founding team is in place to take the company to the point of being able to scale. The team will expand as the company starts to scale with the funds obtained from Series A funding.
• Funding provides a 12-18 month runway
• Funds raised $1-4 million.

Series A

Prior to series A funding, the solution and company have the potential to scale. Series A, and subsequent, funds are used for scaling. Scaling may require changes to: the technology, processes, and talent.

 What are your next steps?

Founders and investors must write down exactly what they mean by terms such as “pre-seed” or “seed”.

What further reading should you do?

What does the startup journey look like?

https://koorandassociates.org/the-startup-journey/what-does-the-startup-journey-look-like/

/

Purpose of this article

This article has a two-fold purpose:

• Help angel investors identify risks and issues to consider before making an investment.
• Help founders understand how successful angel investors think.

You may download a PDF of this article from: https://koorandassociates.files.wordpress.com/2020/12/why-wont-angel-investors-provide-funding.pdf

What is a startup?

• A startup is a temporary organization designed to search out a repeatable, scalable and profitable business model with lots of potential customers who are willing and able to pay to solve their problems and needs.¹
• A business model describes how a company creates value for itself while delivering products or services to customers. What are you building and for whom.  What customer problems are your solving? What customer needs are you addressing?  What benefits and value are you enabling customers to achieve?
• “Startups are not building a solution. They are building a tool to learn what solution to build. “²

 What is the context for this article?

• Your startup is pre-revenue or has some revenue. You have already obtained funding from friends and family. You have made the decision not to bootstrap your business.  This is the first time you’re asking for funds from outside investors.
• You are either an individual angel investor or an angel fund. You are focused on making money from your angel investments.  The risks and issue may be addressed during the pitch process, due diligence, term sheet negotiation, as well as preparation of the closing documents.  You may decide at any point to not invest.

The major reasons an angel investor will not provide funding.

• This article outlines 11 major reasons an angel investor will not provide funding. These may occur at any point in the investment process, from someone recommending a founder through to the point of transferring money to the founders bank account.
• There can be countless other reasons an angel may decide not to invest.

#1 The founders are not coachable

• By coachable, I mean the founders are not able to learn and understand their customers, partners, employees, investors etc. Learning requires unlearning what is obsolete and being able to adopt new mental frameworks, new types of skills and new knowledge.
• Founders who cannot learn and unlearn will likely fail.  Success usually requires focusing on different target customers and multiple changes to the business model.  The founders also need to learn many new skills, acquire new knowledge, and unlearn what is no longer appropriate.

Three ways to identify an uncoachable founder include:

• When an investor, coach, or mentor provides advice, the founder immediately rejects the advice and tries to convince the other person they are wrong. There is no attempt and learning or understanding.
• The founder is unable to explain what new things they’ve learned about their target customers and how the business models have changed.
• The founder is unable to explain what new skills and knowledge they’ve acquired in order to search out a business model.

#2 The founders do not understand the customers and customer segments.

Customer understanding includes:

• What are their problems?
• What are their urgent problems?
• What are the benefits the customer can achieve if their urgent problem(s) are solved?
• Are the customers willing to pay for a solution?
• Are the customers able to pay for a solution?
• What does the customer journey or day-in-the-life of the customer look like?
• How do the customers emotionally feel?

The most common reason startups fail is lack of a market.  The founders build a solution before they understand whether or not there are potential customers. The analogy is that many startups first build a cattle ranch to sell meat, and then discover their customers are vegetarians.

#3 Founders do not have a fact-based understanding of customers.

• There are little or no facts regarding who is going to buy the solution and why.
• There is a limited, or non-existent, ongoing process for understanding customers and validating assumptions.
• Before building a solution, there have been a limited number of potential customer interviews and surveys. If the customers are consumers, then there should be at least 100 potential customer interviews combined with several hundred surveys.

Other fact-based approaches to understand potential customers include:

• Asking customers to buy.
• What is the trend for potential customers signing up on a waitlist to be informed when your solution is available.
• What is the trend for potential customers signing up for your newsletter
• What is the trend for potential customers engaging with the thought capital on your website.
• Using Google Keyword Planner to: See the historical volumes for keyword searches, the competition for those keywords, and estimate the cost per click.
• Using Facebook Ads to estimate the number of people interested in key words in a geographic area.
• Using Google trends to see how popular the key words for your problem and solution are
• Looking for consumer reviews in places such as Amazon.
• Creating a website that will allow buying, but when the actual purchase is done, there is a message such as “solution not available”.

#4 Lack of trust and transparency

• The angel does not feel that they can trust the founder or that the founders are transparent, especially regarding problems and issues.
• All startups at the angel investment stage have major problems and issues. If the founder does not share these with the angels, then many angels will wonder: are the founders hiding their problems and issues OR are they unaware of them. Coachable founders can change their behaviour to be more transparent.
• Founders should not make false statements to angels. Once trust is broken, many angels will immediately stop dealing with the founders.

#5 The founders’ startup does not fit the angel’s investment thesis

Founders should research the angels’ investment thesis. Angel funds often publish this on their website.  More effort will be required to understand individual angel thesis.

#6 There is no exit strategy for the angel investors.

The angel investors want to get a financial return at some point. Most successful startups are acquired.  Few startups result in an IPO.  The angel needs to understand:

• Who are the likely buyers?
• Why would they buy the startup?
• At which milestones would they buy?
• When will the milestones be achieved?

If the founders lack this knowledge, they need to have an advisor who can answer these questions.

#7 The startup will be difficult to scale if product market fit is achieved.

Example of these scaling difficulties include:

• Needing significant amounts of expert talent for each unit of future revenue. Expert talent is often a scarce or expensive resource.
• Needing significant amounts of capital for each unit of future revenue.
• Future low gross margins

#8 The founders, management team, and advisors lack relevant talent

• Thinking back to what a startup is, the talent pool is an organization designed to search out a repeatable, scalable and profitable business model with lots of potential customers who are willing and able to pay to solve their problems and needs.
• The skills, experience, knowledge of the startup team is much different from a team that is successfully scaling a profitable business model.
• Founders with deep experience in running a long-established and proven business may have to learn many new things in order to search out a new business model.
• The skills to understand customers on an ongoing basis are very different from the skills to build a solution.
• In addition to coachability, the founders need to be able to unlearn invalid assumptions and business models and create new business models. This is known as pivoting. I’ve seen too many founders try to sell a solution with little demand rather than create solution with massive demand.

#9 There is not a large potential market

• TAM refers to total potential revenue assuming: 100% market share, all potential geographies, distribution channels and partners.
• This revenue comes from customers who believe they have a problem or need urgent enough to pay for and are also willing to pay for it.
• The customers must also believe the founders have a solution which better than the competition at enabling customers to achieve benefits. g. the TAM for smart phone is massive.  The TAM for smart phone with a keyboard is tiny.
• The common mistake I see is that the dollars numbers in their market size slide are unrelated to the market for their solution. The following is a made-up example:  The startup wants to create a new type of brake light for cars.  The market size slide has the total dollar volume for car sales, not for dollar volume for purchases of brake lights.

#10 Lack of an achievable go-to-market strategy

• Unclear how the customers will find the startup and purchase from the startup?
• Unclear what distribution channels and partners are required.

#11 The angel doesn’t perceive a working-relationship fit.

• The angel, for a variety of reasons, believes the working relationship with the founders would be too difficult or unenjoyable.

Your next steps

• As a founder, have someone assess your startup using the above set of 11 items. You need the truth, so the assessment should not be from family, friends, or close colleagues.
• As an angel investor, determine how the 11 items above fit into your investment decision making process. Which ones are deal-killers?  Which ones fit your risk profile?  Which one will you be able to mitigate over time, and how?

Footnotes:

¹ adapted from: Steve Blank, “What’s a startup – first principles”. https://steveblank.com/2010/01/25/whats-a-startup-first-principles/

² Alistair Croll, Benjamin Yoskovitz , Lean Analytics – Use data to build a better startup faster, Sebastopol, California, O’Reilly Media, 2013, Page 41

Purpose of this article

This article has a two-fold purpose:

• Help angel investors identify the exit questions and issues they need to consider when assessing potential angel investments and managing their exit.
• Help founders understand what successful angel investors may be thinking regarding exits.

This article considers success to be the cash return the angels receives upon exit.  One of the key measures is IRR (Internal rate of return).

You may download a PDF of this article from:  https://koorandassociates.files.wordpress.com/2020/11/successful-angel-investors-are-focused-on-the-exit-1.pdf

How to read the article

This article identifies four sets of issues, questions, and analysis angels should consider. This article is not intended to educate angels regarding the techniques and tools to address the issues, questions and analysis,

#1 Alignment of goals.

Do the founders and angels have the same goals?  The angels want to get cash out, which almost always occurs via a sale of the startup.  Do the founders expect to sell the startup? Are the founders focused on the startup being their lifetime calling or reaching the stage where the startup provides a comfortable income for the founders?

Do the founders and angels have the same commitment regarding when to sell the company?  Perhaps on day 1 the founders and investors agree.  Then a buyer comes along which meets the original expectations. What happens if a VC then comes along with a term sheet with a high valuation that the founders want to accept?  Great news with the founders but the investors may end up being stuck in the company for a much longer period time as well as taking the risk that growth never happens or the VC terms preclude a sale.

The founders and angels are aligned on day one for a longer-term sale.  Then VC provide funding with liquidation preferences and accruing dividends.  The eventual sale does occur but the bulk of the cash goes to the VCs with little return for the angels.

What is the financial plan and cap-table leading to exit?  What will the rounds, types of investors, valuation, and key business milestone?

What criteria have the founders and angels agreed upon regarding when to sell. What happens if follow on investors want to change the criteria? What legal protections and agreements are possible to bind the founders and angels?

#2 Will an appropriate exit be possible?

Before an angel writes a cheque, she needs to determine:

• Who might buy the startup?
• Why? E.g. a PE firm looking for a 15-year investment or a high-tech company needing specific IP and talent?
• What would they value it at and why?
• What must the startup have accomplished?

It is risky to make a cheque and not know if an exit is possible.

The angel’s due diligence process will require validating exit assumptions, through research and even contacting potential future buyers.

The startup financial forecast will include a line for exit planning expenses e.g. going to attending conference and events which attract buyers; building relationships with potential buyers.

#3 What is the potential impact of dilution on founders and angels?

The financial plan and cap table will include all items which may impact capital inflow or capital outflow upon exit including SAFE, convertible debt, preferred shares, debt, government grants, anti-dilution provisions, option pool, etc.

#4 What is the value of pro-rata rights for angels?

• Pro-rata rights can enable an angel to maintain her percentage equity ownership in follow-on rounds of a successful startup. The angel must determine if they have the financial resources to be able to take advantage of pro-rata rights.
• The financial plan and cap table can show the financial implications of pro-rata rights.

Your next steps

• As an angel investor, you require a financial plan and cap-table which leads to an exit. You’ll need the skills and knowledge to create this if the founders lack the skills and knowledge.
• As a founder, you require a financial plan and cap-table which leads to an exit. You may need an advisor with these skills and knowledge to help you create these.
• The founders and angels need to discuss the above four sets of issues.

Purpose of this article

Provide startup founders and early stage companies with a broad understanding of the investment decision making process used by VC (Venture Capital) firms.

This article provides a broad generic framework.  The actual process will depend upon the specific VC firm e.g. investing in pre-revenue startups or a $50 million revenue company.  The company  seeking capital needs to learn the decision-making process used by the VC firms they approach. Many VC firms publish on their website information regarding their process.

This article does not address the VC process regarding their existing portfolio companies. i.e. what happens after the deal is closed and the cash is in the startups bank account.

You may download a PDF of this article from: Venture capital decision making process

There 8 steps in a generic VC process

• VCs are looking to say No as quickly as possible. They may be getting thousand of applications a year, thus the need for careful time management.
• The VC may say No at any point and may not give the rationale. Recognize that decisions are often a gut-feeling.
• After saying No, the VC may ask the startup to stay in touch via monthly updates. This often happens. The VC can observe through a number of monthly updates the achievements of the startup, what the startup has learned, and how the startup has dealt with problems and issues.

#1 Sourcing Deals

• Most of the deals VCs end up investing in come from referrals by people they know and trust.
• Many VCs also actively look for deals.
• Some VCs use software to mine the web looking for startups. InReach Ventures in Europe has used custom software to create a database of 95,000 startups.
• Startups directly apply to VC firms.

 #2 Initial Screening

• Most VC firms have a set of a few deal-killer criteria to immediately say no to most applications.
• A VC will spend 3 minutes and 44 seconds reading a pitch deck, on average.¹

 #3 Initial partner call or meeting

• Most VC firms will have a set of criteria to enable a fast No.
• The key decision at this point is whether or not a VC is interested in learning more.

 #4 Quick Analysis by an associate

• Follow up with the startup regarding questions from the partner.
• Assess the pitch deck and answers provided by the startup.
• Assess the competition.
• Recommendation on whether or not to proceed.

 #5 Due diligence decision made by a partner

The partner makes the decision to devote a significant amount of associate time to due diligence, which includes:

• Customer reference calls.
• Founder reference checking.
• Deep competitive analysis.
• Drawing upon technical experts to assess the solution.
• Drawing upon industry experts to validate analysis of customer problems and needs.
• Compare the startups to others at a similar stage.
• Legal due diligence to validate the startups current legal documents.
• Financial due diligence to validate revenues and costs.
• An investment memo is prepared with recommendation whether or not to proceed

#6 Partner meeting

• The partner sponsoring the startup, presents the investment memo to the other partners.
• The partners make a decision as to whether or not to proceed. The decision-making process is specific to a VC firm.  g. sometimes a unanimous agreement is required.

 #7 Term Sheet

• How much financing?
• What type of financing?
• Terms and conditions regarding the financing?
• Clarity on how key decision are made and who has what veto powers. g. what decisions require shareholder approval? What decisions require board approval? This is often in a shareholders agreement.

 #8 Closing.

• A number of documents need to be signed.
• Cash needs to be transferred into the startups bank account.

One startup told me that the deal fell apart at this point – the cash was not transferred.

 Your next steps

• Define what value you require from a VC. Is it only money? Their network of potential experts and customers? Etc.
• Reach out to VCs well before you need the money. The best way is via referral.
• Research each VC to understand them. When and how do they expect to exit?
• While the VC is doing their due diligence, you need to do your due diligence regarding the VC. g talk with other portfolio companies, both current and past, to understand what it was like to have the VC as an investor.
• Start sharing your monthly update with the people who’ve agreed to receive it: your potential investors, your advisors.
• The potential investor update is different from the update sent to existing investors and the update sent to customers (potential and existing).
• Remember that potential investors may well read your monthly update on their phone, and only devote a few seconds to it.

Footnotes

¹“What we learned from 200 startups who raised $360 million”, Professor Tom Eisenmann, Harvard Business School, and DocSend

https://www.slideshare.net/DocSend/docsend-fundraising-research-49480890

Further reading

How does a startup communicate with potential investors?

https://koorandassociates.org/selling-a-company-or-raising-capital/how-does-a-startup-communicate-with-potential-investors/

Purpose of this article

• Outline questions to ask as you’re considering whether or not to invest in a private company. The questions are focused on a long-term established company.  The company would not be a candidate for early stage or venture capital investing.
• This article asks questions which may not be part of a standard financial, legal, and human resources due diligence.
• This article does not cover all of the required due diligence tasks, which include financial analysis, legal reviews, intellectual property reviews, etc.

There are 10 sets of questions to consider:

• Question #1 focuses on the company’s potential market size and understanding of it’s customers.
• Question #2 focuses on the potential to grow the value of the company.
• Questions #3-#10 focus on your relationship with the company and how you’ll get value from your investment.

You may download a PDF of this article from: How do you invest in a private company V2

#1 What is the current and future market place demand for the company’s solution?

Who are the target customers and users? What is their value proposition? Value proposition is the customers and users perception of value.  What are all the financial and non-financial benefits achieved? e.g. time savings, convenience, status, reducing negative emotions or risks, benefits achieved (financial and non-financial) achieved by the customers?  What are all the costs incurred by the customer (purchase costs, costs to switch to your company, other adoption costs, ongoing costs)?

Market Size Metrics

Market size = (The number people (or organizations) with an urgent problem or need that they are willing to spend money) times (the amount they are both willing and able to spend).

What is TAM (Total Addressable Market)?

• What would be the company’s revenue if 100% of the customers demanding a solution to their problem bought the company’s solution. This assumes all potential geographies, distribution channels and partners.  The number of customers demanding a solution will be fewer than the number of customers that have the problem or need.
• The best way to calculate TAM is with a bottom up calculation, starting with a clear description of the target customer segments, their problems and needs, and then considering the subset of customers who will actually provide revenue, and the revenue per customer. Recognize not everyone in every country will be able to afford the solution.

What is SAM (Serviceable Addressable Market)?

• This is the portion of the TAM that is within the reach of the company’s current geographies, distribution channels, and partners, and the company’s ability to deliver and support their solution. This still assumes 100% market share of those customers demanding a solution.

 What is SOM (Serviceable Obtainable Market or Share of Market)?

• SOM will be lower than SAM for three reasons: there will be competitors, customers who are demanding a solution may not actually buy a solution, and there will be an adoption rate ranging from early innovators to laggards.

Customer Metrics

New customer value achievement leading indicator (e.g. for Slack it was 2,000 team messages sent within 60 days).

New customer success metric (e.g. % of new customers achieving new customer value achievement indicator within 60-90 days).

NPS (Net Promoter Score) The single most important question is asking  “Would you recommend our solution to others?”  (Follow on questions could be “If so, why?  If not, why not?”) This metric is known as NPS.  What is your NPS? Above 0 is good. Above 50 is excellent. Above 70 is world class. How do you compare to your industry and competitors? What has been your NPS trend?

The Net Promoter Score concept was initially developed by Bain.  The following is a link to the Bain website homepage for Net Promoter Score, which contains several short articles:

http://www.netpromotersystem.com/about/why-net-promoter.aspx

The following is a quick overview of using Net Promoter Scores:

https://www.forbes.com/sites/shephyken/2016/12/03/how-effective-is-net-promoter-score-nps/#1b1391b423e4

What have been the findings and trends from ongoing customer interviews and surveys?

What are the scenarios for future market size?

What will be the impact on customer problems and needs due to potential startups, actions of current competitors, and established companies entering the market place either organically or by acquisitions? Remember what happened to Blackberry.  The customers no longer had problems and needs which the keyboard-based Blackberry could solve.

#2 What will drive the value growth of the company?

There are four ways to grow the value of the company:

• Remain focused on the problems and needs of current customers, but increase the number of customers by expanding geographies, channels, and partners.
• Target new customers, with different problems and needs which the current capabilities of the company can solve by creating new solutions.
• Eliminate unprofitable customers, customer segments, geographies, channels, and partners.
• Improve the internal operations of the company: develop current talent, acquire new talent, eliminate inappropriate talent, improve or change the processes, improve or change the technology. Talent includes: the board of directors, CEO, C-Suite, employees, advisors, consultants, contractors, and outsourcers.

The above four value growth opportunities could be addressed organically, by acquisitions or divestitures.

How are you going to help drive the value growth of the company, in addition in addition to your capital?

• Using your network to help obtain customers, employees, and other investors?
• Using your knowledge, skills, and experience to serve on the board of directors or advisory board?
• Coaching and mentoring the CEO or C-Suite?

#3 Who will buy the company or your shares in the future?

• A strategic buyer?
• A financial buyer?
• An owner/operator?
• Employees?
• IPO?

#4 Why will they buy it?

• Growth potential?
• Operational improvement potential?
• Access to company’s customers, distribution channels, and partner?
• Access to company’s talent and intellectual property?
• Leading and defensible market position?
• Non-concentrated channels and partners?
• Sustainable margins?
• Proven management team with successors?

#5 What will they pay for it?

• Multiple of EBITDA or free cash flow?
• Terms and conditions?

#6 What is the exit plan?

• You or major shareholder(s) die?
• One shareholder wants to exit?
• Your plan to exit in Y years? If so, how?

#7 How will you and other shareholders take value out of the company?

• Final sale of the company?
• Interim financing enabling your partial or total exit?
• Dividends?
• Products or services?

#8 How will decisions be made?

• What decision will be reserved for shareholders and what is the decision process?
• What % of equity and what % of shareholders will be required for decisions?
• What veto power will individual shareholders have?
• Does the CEO have any veto power?
• What decisions, if any, will be made by the board of directors?
• What is the delegation of authority to the CEO?

#9 What is your fit with the other shareholders and management team?

• Do you have a common set of values, morals, and ethics?
• Can you work together?

#10 What will be in the shareholder’s agreement?

• What the shareholder objectives are?
• The answers to questions #6, #7, and #8.

Your next steps

• Define your investment decision-making criteria and process. This includes: the financial aspects of your overall long-term financial plan, and your long-term life plan.
• Which criteria are deal-killers?
• Define the overall due diligence process – structured data collection and data analysis.
• Execute your structured data collection, data analysis, and decision-making process.

Recognize that emotions and gut-feelings will still play a key part in your final decision.

Further reading

• How can a private company sell securities in Ontario?

https://koorandassociates.org/selling-a-company-or-raising-capital/how-can-a-private-company-sell-securities-in-ontario/

 

Purpose:

This article has a two-fold purpose

• Encourage startup founders to research the deal-killer evaluation criteria used by investors to quickly determine whether to devote further time to learn about a startup. Given the massive number of startups looking for funding, time constraints force investors to be able to say “no” as quickly as possible.
• Encourage board of directors and CEOs of established companies to also develop their own deal-killer criteria as a filter for the many proposals and recommendations made to them.

This article:

• Reflects my personal point of view. Investors, board of directors, and CEOs will have their own deal-killer criteria.
• Is not intended to score a pitch or enable a relative ranking of pitches.

You may download a PDF of this article from: Pitch evaluation – what are deal killers

My deal-killer criteria are based on 3^rd party research regarding the 3 greatest contributors to startup failure?¹

This research study analyzed 101 startup failures and identified the most frequently cited reasons for failure.  Usually there were several reasons for failure.

• 42% of the time built a solution looking for a problem i.e. no market need.
• 29% of the time running out of cash.
• 23% of the time, not the right team.

Deal-killer criterion #1 What is the size of the market need?

How many customers believe they have an urgent enough problem or need that they

• Are willing to spend money to address;
• Have the money to address;
• Have put a value, including what would pay, on addressing the problem or need.

Has the pitch described the customers’ value-proposition?

This is the customers perception of value.  What are all the financial and non-financial benefits achieved? e.g. time savings, convenience, status, reducing negative emotions or risks, benefits achieved (financial and non-financial) achieved by the customers?  What are all the financial costs incurred by the customer (purchase costs, costs to switch to your company, other adoption costs, ongoing costs and non-financial costs (e.g. time, social status, existing relationships, etc.)

To understand the customers perception of value requires direct input from potential customers, by a combination of interviews and surveys.  Most of the pitch I hear reflect the either the founders opinions/hopes of the startup or a one-page slide showing market size in the $10s of billions, based on a consulting/research study.  These startups are taking the ”build it and they will come approach” of first creating the solution and then hoping that there are customers.

What is TAM (Total Addressable Market)?

• What would be the startup’s revenues with their future solution if 100% of the global customers demanding a solution to their problem bought the startup’s solution? TAM is the case with no competitors.
• The solution built in the first 12 months is only a subset of the solution which in 5 years time will address TAM i.e. TAM depends upon the specific nature of the solution at a point in time. Note the phrase “demanding a solution”. You must not include in TAM ghost customers who are not demanding a solution.  If customers don’t know they have a problem and are not demanding a solution, the startup is planning to fail.
• There is a critical difference between customer needs and customer demands. Customers have a large number of needs.  Demand is customers deciding that they will spend time, effort, and money to get a solution for what they believe is an urgent need.  Often this means that customers will spend less money to meet other needs.
• Is the startup’s TAM large enough to launch and grow the company? For example, the global smart phone TAM is huge, but the global TAM for smart phones that have a keyboard is tiny.
• The best way to calculate TAM is with a bottom up calculation, starting with a clear description of the target customer segment, its needs, and then considering the subset of customers who will actually provide revenue, and the revenue per customer. Recognize not everyone in every country will be able to afford the solution.

What is SAM (Serviceable Addressable Market)?

• This is the portion of the TAM that is within the reach the startup’s distribution channels and partners, and your ability to deliver and support your solution. Geography may be a constraint. This still assumes 100% market share of those customers demanding a solution. SAM will change over time, as growth occurs in geography, the number of distribution channels and partners, and the volumes from each distribution channel and partner.
• How will customers connect with the startup?  If they are seeking a solution, how will they find the startup?  How will the startup make customers aware of the solution?

What is SOM (Serviceable Attainable Market or Share of Market)?

SOM will be lower than SAM for two reasons: the startup may have competitors, and every customer who is demanding a solution may not actually buy a solution.

Deal-killer criterion #2 When will the startup run out of cash?

This is rarely presented in the pitch. If there is time, follow-on questions can provide insight:

• How many months out does the monthly cash flow forecast go (many startups lack this)?
• Given current customer income and costs plus existing cash in the bank, how many months until cash is gone?
• Assuming that there are three future forecasts, how many months until the cash is gone in the most conservative forecast?
• How many weeks have they assumed that it will take to close the current financing round?
• How many weeks have they assumed from the end of the current financing round until the next financing round?
• The average seed stage round takes 12 ½ weeks. 20% of the startup require 20 weeks or longer. 20% of the startups require 6 weeks or less.²
• A fund-raising round can take a long time. This research study examined 13,916 financing events.³ The average time between fundraising rounds was 20.6 months. The time between rounds ranged from 6 months, to 35 months, 68% of the time.  e. 16% of the time less than 6 months and 16% of the time longer than 35 months
• The above fact-based research was done prior to COVID-19.

Deal-killer criterion #3 Does the team have relevant experience?

• Assess the skills and experience requirements implied by: the target customers, the value proposition, the nature of the solution to be built, the needed partners and suppliers, etc. Have the founders demonstrated that the team (which includes investors and advisors) has the relevant experience, skills, and network.
• Most founding teams have gaps. Have the founders identified the gaps and milestones to close the gaps.

How do I use the deal-killer criteria?

I focus on whether the founders are doing the right thing, that they have the right approach and mindset.  I don’t expect the perfect research and perfect analysis.

Deal-killer criterion #1 What is the size of the market need?

• If the founders do not believe they need direct input from customers, the deal is dead. Most of the startups I meet fall into this category.
• If the founders market size slide shows a massive number and at the same time does not reflect understanding of TAM, SAM, and SOM the deal is dead.  I cannot tell from a pitch if the founders don’t understand the concept or are being deliberately deceitful. Unfortunately, many founders are not coachable on these concepts.  I’ve also met deceitful founders.

Deal-killer criterion #2 When will the startup run out of cash?

Founders rarely give enough information in a pitch to assess this. There’s rarely enough time in a pitch Q&A session to ask the detailed questions regarding cash flow. The questions can be a follow-up action for the founders after the presentation. This is a deal-deal killer if:

• The monthly cash flow forecast does not exist.
• The founders have an extremely optimistic view of how quickly funds can be raised.
• The founders are already almost out of cash.

Deal-killer criterion #3 Does the team have relevant talent and experience?

• I don’t expect the team have had a long history of experience in the target marketplace, target technology, etc. Historical knowledge often becomes obsolete.  What’s key is current knowledge and the mindset to keep that knowledge up-to-date.
• I expect that the team has learned about the customers, the customer perception of value, competitors, partners, technology etc.
• The team includes: founders and key leaders, advisors, board directors, and major investors.

Your next steps

• Define you own deal-killer criteria.
• Define in detail the criteria and process for evaluating the team’s relevant talent and experience.
• Pitches for major change to an established company (e.g. transformation) will require a third party to assess the board of directors and key advisors and consultants for their relevant talent, skills, experience, and personal networks.

Footnotes

¹ https://s3-us-west-2.amazonaws.com/cbi-content/research-reports/The-20-Reasons-Startups-Fail.pdf

²“What we learned from 200 startups who raised $360 million”, Professor Tom Eisenmann, Harvard Business School, and DocSend

https://www.slideshare.net/DocSend/docsend-fundraising-research-49480890

³ https://medium.com/journal-of-empirical-entrepreneurship/how-much-runway-should-you-target-between-financing-rounds-478b1616cfb5

This article has a two-fold purpose:

• For startups at the pre-Series A stage, outline the different kinds of startup pitches.
• For established companies, outline different ways to describe their companies, business units, and major projects.

You may download a PDF of this article from: What are the different kinds of startup pitches V2

The purpose of the pitch is to convince investors when you first meet them that they must learn more about you, and your company.  Investors are swamped with pitches every day; therefore, most investors seek to be able to say “No” as quickly as possible to minimize their time.

Many investors and funds have deal killer criteria.  These are the few criteria, which if you don’t address in your pitch, result in the investor immediately saying “”No”.

Investors will not write a cheque based just on the pitch.  Investors wanting to learn more about you results in further presentations, meetings, and due diligence.

There are two types of pitch decks:

• The in-person deck. This deck supports the someone doing a presentation.  The bulk of the information is communicated orally. The deck is very visual with a limited number of words and numbers.
• The standalone pitch deck. This is designed to be read without someone speaking. This deck contains the all the key talking points, words, and numbers.  This deck is often left behind after a presentation and often emailed to potential investors.

There is a difference between a pitch (which is what the founder says) and the pitch deck (which are the slides).

The objectives of the pitch are:

• Convince investors why the company must exist.
• Be memorable – the investor must remember you the next day. Otherwise you won’t be called back.
• Be professional – look and speak as if you already are the CEO of a successful company. This includes your body language, how you stand, and how you speak.
• Create a trust, confidence, and emotional connection between the investor(s) and presenters.
• Create the excitement and interest in the investors to learn more, while demonstrating your oral presentation skills and ability to have a Q&A dialogue.
• Be able to communicate with an audience that has no previous information about you. Assume that the investors are not experts regarding your customers, your industry, or your technology.

You need to answer seven common key investor questions:

• What do you do?
• How big is the market?
• What is your progress?
• What is your unique insight?
• What’s your business model?
• Who is on your team?
• What do you want?

More detailed information regarding these 7 questions is available at;

https://blog.ycombinator.com/how-to-pitch-your-company/

Your approach during your presentation should be:

• Engage the investors emotionally with the story about the startup.
• Make a great first impression. The first few seconds can make or break you.

The one sentence pitch

“My company (company name) Is developing (a defined offering) to help (a target audience) (solve a problem) (with secret sauce).”

The one sentence pitch is further described in this link to the Founder Institute:

https://fi.co/madlibs

The 2 sentence Email Test

The Email Test. Write up a two-sentence explanation of what your startup does then email it to a smart friend. Ask them to explain it back to you in different words. If they ask any clarifying questions, you need to revise your pitch. It’s important to revise your two-sentence pitch because you can’t add explanations as you would in conversation.

Further information is available at:

 Your one-minute pitch

When you have only 60 seconds to make your pitch, the critical elements are:

• Who are you? < 5 seconds. One sentence.
• What’s the customer problem? < 20 seconds. 3-5 sentences.
• What’s your solution? < 25 seconds. 2-3 sentences
• What’s your ask? < 5 seconds. One sentence.
• What’s the one sentence everyone in the audience needs to remember? < 5 seconds/

What can we learn from a study of 200 pitch decks that were successful in fundraising?¹

How long does an investor spend to look at a pitch deck emailed to them? 3 minutes 44 seconds

How many seconds does an investor spend on each part of the pitch deck emailed to them?

• Financials……..……23.2
• Team……….……….22.8
• Competition………..16.6
• Why now?…………….16.3
• Company purpose…15.3
• Business model…….14.9
• Product…………..….13.9
• Market size………….13.3
• Problem………….….11.3
• Solution………………10.6

 What was the average structure of the pitch deck, what % of startups had the section, and what was the average number of slides in each section?

• Company purpose…73% 1.8 slides
• Problem…………….88% 2.0 slides
• Solution…………….69% 1.2 slides
• Why now……………46% 1.7 slides
• Market size…………73% 1.4 slides
• Product………….….96% 5.0 slides
• Team …………..…100% 1.2 slides
• Business model……81% 3.4 slides
• Competition………..65% 1.4 slides
• Financials…………..58% 2.3 slides

 What are investor expectations for your pitch?

• Do your research to find out what investor expectations are for your pitch.
• Many investment funds and angel groups publish their expectations on their website. Ask other startups who have presented to the investors.
• Prior to your pitch to investors, ask them what are critical items they want to understand and hear. Validate these by repeating them at the beginning of yoru presentation.  Success is harder if all you do is give the identical pitch to every single investor and haven’t spent time to learn about them.

The following are some examples of investor expectations:

Maple Leaf Angels (Toronto)

The following is a link to their pitch deck template on their website.  They also publish their criteria for evaluating pitches and their data room expectations.

https://mapleleafangels.com/wp-content/uploads/2020/07/Elevate-Your-Pitch-Template-Deck.pdf

The following are links to what three organizations have defined as their pitch deck expectations

• MaRS Discovery District in Toronto

https://www.marsdd.com/mars-library/how-to-create-a-pitch-deck-for-investors/

• Sequoia

https://www.sequoiacap.com/article/writing-a-business-plan/

• Y Combinator

https://www.ycombinator.com/library/2u-how-to-build-your-seed-round-pitch-deck

 Your next steps

• Create the different kindsof startup pitches.
• Before you present, research you target audience to understand their expectations.
• Change your oral and written presentation to meet the critical requirements of your target audience.

 Footnotes:

¹ “What we learned from 200 startups who raised $360 million”, Professor Tom Eisenmann, Harvard Business School, and DocSend

https://www.slideshare.net/DocSend/docsend-fundraising-research-49480890

Further reading

• Excellent insights into creating and giving your pitch

https://medium.com/crane-taking-flight/fundraising-why-you-shouldnt-just-copy-sequoia-s-pitch-deck-template-4b32ac60d93a?

• What is “Company purpose”

https://medium.com/@iskender/the-perfect-pitch-deck-designed-by-a-vc-902842ce7f38

 

The purpose of this article.

The two-fold purpose of this article is to:

• Provide an investment memo template for a startup investor, investment fund, or angel group.
• Enable early stage startups to understand how they will be assessed.

This article is linked to “Due diligence questions for an early stage startup”¹

You may download a PDF of this article from: Startup investment memo

There are three phases to an early stage startup.

Startup

• A startup is a temporary organization designed to search out a repeatable and scalable business model. Lots of learning experiments are carried out. The focus is on getting some delighted cash paying customers.
• A business model describes how a company creates value for itself while delivering products or services to customers. What are you building and for whom? What urgent problems and needs are you solving?

 Preparing to scale

The startup believes it has a business model which can meet the needs of a large number of cash paying customers. The focus shifts to putting in place cost-efficient and easily scalable technology, processes, and talent.

Scaling

The focus shifts to growing the:

• geographies
• marketing, sales, delivery resources and activities.
• channels and distribution partners.
• Customer segments.

The purpose of the Investment Memo .

Recommend whether or not the investment is appropriate to proceed to the term sheet stage. The Investment Memo is based on:

• The answers from the early stage company to the due diligence questions.
• Additional facts gathered from third party questions.
• Analysis of the collected facts.
• Investor judgement, based on a variety of criteria.

In an early stage fund, the investment memo is presented to the partners to explain why the investment should be made, or not made.

The investor will have used simple criteria to quickly filter out early stage companies before devoting time in due diligence E.g.

• After spending less than 5 minutes reading an emailed application.
• After a 15-minute phone call or meeting.
• After listening to a pitch at an event.

A deal-killer recommendation.

Each investment fund will have some deal-killer criteria. If the startup-meets any one of these criteria, there is no deal.  The deal-killer criteria vary by fund.  E.g. market size is too small, founders are not trust-worthy, no potential customer interviews or surveys, etc. Deal-killer criteria could include not answering, or unable to answer, critical due diligence questions.

In this situation, the investment memo only one-page long.

Investment Memo with no deal killers – the process.

 The detailed structure of the Investment Memo follows the structure of the due diligence questions for the startup.

For each question, indicate whether the questions were answered, whether or not there are any issues, and what validation was done.  Validation can include: talking with 3^rd party experts, doing independent primary and secondary research, preparing analysis separate from that submited by the startup.  I’ll indicate below some possible approaches to validation in each section of the investment memo.

There is a one-summary, which includes the recommendation.  Each section in the summary has 1-2 lines.

Recommendation: either proceed to a term sheet OR recommend not to proceed with the reasons why.

Each of the six sections in the one-page summary also contains: recommendation: yes or no and why, plus any critical read flags

• How does the company create value for customers and itself?
• What are the plans?
• Investor specific
• What is being asked of the investor?
• Legal documents
• Historical results.

Detailed report

Each section of the detailed report starts with the summary information from the one-page summary.

Each section/subsection of the report contains:

• Indication of whether or not the due diligence question was answered
• Indication of whether the answer was a “pass” or “fail”.
• Any red flags.
• Any input from third party experts.
• Any input from the investors primary and secondary research.
• Any results from the actions noted below.

#1 How does the company create value for customers and itself

Target Customers

• Interview potential and current customers.
• Assess market size determination (TAM, SAM, and SOM) and review sources cited.

Value proposition

• Review some or all interview notes from potential or current customers.
• Review some or all survey responses from potential or current customers.
• Review analysis of interview notes and survey responses.
• Interview potential and current customers

Channels

• Review some or all interview notes from potential or current customers.
• Review some or all survey responses from potential or current customers.
• Review analysis of interview notes and survey responses.
• Interview potential and current customers regarding their expectations.
• Review detailed financial information to validate appropriate allocation of costs & revenue to: CAC (Customer Acquisition Costs) and calculation of LTV (Life Time Value)
• Review calculation of the churn rate.

Key Partners

• Interview current and potential partners.

Key resources

• If patents, check with patent offices
• If trademarks, run a trade mark check
• If contracts, call third parties to validate
• Have all required resources been identified?

Key Activities

• Have all required activities been identified?

Cost structure

• Assess whether the cost-drivers are in fact cost-drivers.

Charging customers

• Review some or all interview notes from potential or current customers regarding value and pricing.
• Review some or all survey responses from potential or current customers regarding value and pricing.
• Review analysis of interview notes and survey responses regarding value and pricing.
• Interview potential and current customers regarding their expectations regarding value and pricing.
• What are competitors or similar companies charging?

Talent

• Assess team bios for relevant skills and experience
• Run a background check on the team.
• Are the founders emotional or irrational under pressure?
• Do the founders have empathy?
• Are the founders unable to clearly and easily communicate their pitch.
• Are the founders arrogant or overconfident?
• Are the founders transparent and honest?
• Are the founders fully committed or is this a part time effort?

#2 What are the plans?

• Does the 24-month Gantt chart reflect the key milestones?
• Is the 24-month Gantt chart plausible?
• Review the detailed allocation of costs and revenues to validate the calculation of LTV and CAC.
• How does the LTV to CAC ratio change in the cash flow forecast? How does it vary by customer segment, channel, and partner?

#3 Investor specific

• Are the presentation decks (oral and standalone) consistent with the rest of the due diligence material.
• What are the issues with the current and forecast cap table? Do the founders have enough equity.
• What are the options for an investor exit?
• How long has the fundraising round been open, what’s been committed, by whom?
• Who is the lead investor and what is their reputation?
• Are previous investors following on? If not, why not?

#4 What is being asked of the investor?

• What are the issues regarding terms and valuation?

#5 Legal documents

• Who has the legal right to make what kinds of decisions under what conditions? Review loan agreements, voting trust agreements, shareholder agreements, board of directors and committee mandate, delegation of authority to CEO, etc.

#6 Historical results

By target segment, by channel, by partner, by cohort.

• Monthly growth rate in number of cash paying customers, and revenue.
• New customer value achievement leading indicator (e.g. for Slack it was 2,000 team messages sent within 60 days).
• New customer success metric (e.g. % of new customers achieving new customer value achievement indicator within 60-90 days).
• NPS (Net Promoter Score)
• How many similar competitors have failed in the past? Why? How is this startup different?

Next steps

Regardless of what type of investor you are:

• Prepare your list of deal-killer criteria and deal-killer unanswered questions.
• Prepare a one-page investment memo.
• Customize the due diligence questions and due diligence report to reflect the specific nature of investor and the nature of the investment. The due diligence questions, due diligence report, due diligence cost and time invested will be very different for an angle investor contemplating a $25,000 investment in a pre-revenue company vs an investment funding contemplating a $10 million investment in a company that is scaling.

Footnotes:

¹ Due diligence questions for an early stage startup: https://koorandassociates.org/selling-a-company-or-raising-capital/due-diligence-questions-for-an-early-stage-startup/

Further Reading

Definition of startup terminology and metrics: https://koorandassociates.org/selling-a-company-or-raising-capital/startup-terminology-and-metrics/

Red flags for any investor to consider:  https://medium.com/swlh/red-flag-list-for-vc-deals-9beea446270d

The purpose of this article is to provide a framework for startups to create their specific plan to raise capital from investors.   You may download a PDF of this article from: How does a startup raise capital from investors

This article has a limited scope and does not address all situations.

• The focus is on startups, not established companies raising billions from an IPO or Private Equity.
• The assumption is that the startup is not bootstrapping i.e. launching and growing the startup using the founders’ personal savings and borrowing combined with friends and family.
• The types of investors include: individual investors, angel investor groups, various types of investment funds including venture capital, and family offices.
• This article does not address government funds (loans, grants, tax credits, etc.), accelerators which invest equity, venture studios¹, corporate venture capital², listing on a stock exchange, crowdfunding, etc.
• This article does not address the many different types of capital: common stock, preferred stock, convertible notes, venture debt, SAFE, etc.
• This article refers to fact-based research. This research is from the U.S.  I was not able to find applicable fact-based research for the Toronto ecosystem.

The startup may utilize multiple sources and types of capital.

What can you learn from fact-based research?

200 startups that successfully closed their round.⁴

• The average seed stage round takes 12 ½ weeks.
• 20% of the startup require 20 weeks or longer.
• 20% of the startups require 6 weeks or less.
• The longest successful round raise took 40 weeks.
• Approximately 90% of the startups closed their round by contacting less than 75 investors.
• Companies that failed to raise a round gave up after an average of 6.7 weeks.
• Funding led by a seed stage fund is more efficient that one led by angel investors. (average time to fundraise: 9.6 weeks vs 13.5 weeks; average number of investors contacted: 29 vs 68; average number of investor meetings: 27 vs 45; average money raised: USD $2 million vs USD $989,000). However only 3% of seed stage startups are funded by seed stage funds.
• The average time spent by an investor to read a pitch deck is 3 minutes and 44 seconds, with 12% of investors reading the deck on their phones.

The key implications are:

• If you have not closed your round after contacting 100 investors, you must do a fundamental rethink about whether or not you have a viable startup or whether your targeting the wrong types of investors.
• Don’t give up early. 20% of the time it may take 20 weeks or longer.
• You must research to understand what each seed fund is looking for. Your pitches and material should answer the fund questions before they ask them.  My observation is that many startups don’t do this research and as a result are quickly eliminated by the seed funds.

How much time should you target between fundraising rounds?⁵

A fund-raising round can take a long time. This research study examined 13,916 financing events.

• The average time between fundraising rounds was 20.6 months.
• The time between rounds ranged from 6 months, to 35 months, 68% of the time. e. 16% of the time less than 6 months and 16% of the time longer than 35 months

What are the 3 greatest contributors to startup failure?⁶

This research study analyzed 101 startup failures and identified the most frequently cited reasons for failure.  Usually there were several reasons for failure.

• 42% of the time built a solution looking for a problem i.e. no market need.
• 29% of the time running out of cash.
• 23% of the time, not the right team.

My personal observation is that I’ve lost track of the number of startups where:

• The only understanding of the market size is a slide they copied from a consulting firm that said the market size was $10s of billions. Seed stage funds immediately eliminated these startups because there was no understanding of market need or size.
• There was no monthly cash flow forecast which considered the length of time required to raise capital and the time between fundraising rounds.
• The founding team was incomplete and could not communicate their relevant experience.

Few pre-revenue companies are funded by third parties

• Only 3% of angel funded companies are pre-revenue.⁷
• There are pre-revenue funds, but they represent a tiny fraction of all funds.

My own observation of angel investments is that the majority go to revenue generating companies.

The framework for raising capital has 13 stages.

The 13 stages overlap and are not all sequential.

Stage #1 24-month cash flow forecast, by month with monthly milestones – this is a minimum time frame

• The cash flow forecast reflects the time necessary to raise capital and time between financing rounds.
• Plan to use your own funds, plus friends and family funds, to get your company to the point of have a few delighted cash paying customers.
• The planned milestones reflect the major accomplishments investor would expect to see. There is a clear relationship between capital used and business accomplishments.

Stage #2 Decide upon the types of capital and capital sources in this round

Define your requirements for an investor e.g.

• Are they a lead investor?
• Do they have they same values and interests in growing your business as you do?
• How soon do they want to exit?
• What is there reputation?
• Are they easy to work with? What do other startups say about them?
• Should they have relevant industry experience?
• What functional experience should they have?
• What capability should they have to introduce: other investors, potential customers, potential suppliers and partners, potential employees, etc.
• Should they have the financial capability to continue to invest in future rounds?
• What value could they provide on a board of directors or advisory board?

Stage #3 Build your information pyramid⁸

• The information pyramid outlines the varying types and quantities of information the startup communicates to potential investors. This includes the various types of oral and written pitches.
• The top of the pyramid has limited information, with each succeeding layer having more.
• The pyramid includes your data room for due diligence.
• A startup has a plan and process for managing this information pyramid with potential investors.
• The approach varies depending upon the stage of the startup e.g., a founder dealing with friends and family is different from a billion-dollar IPO.

Stage #4 Prepare a list of capital sources

• All your existing investors are potential capital sources.
• Based upon your requirements from Stage #2, prepare a target list of capital sources.
• Try to make this target list global in scope. Angel groups from the U.S. are investing in Toronto startups. Some global funds from the early stage to post Series A are investing in Toronto. Many U.S. funds are investing in Toronto.

Stage #5 Arrange warm introductions and send out cold call emails

• Only 12% of closed deals result from cold call emails to funds. Warm introductions are critical to fundraising success.⁹
• You have to research your own network to find out who knows someone at your target investors.
• Touch base with those people. Send them an email which they can forward to the target investor they know.
• Use a CRM to manage the amount of information you’re collecting, and people you’re phoning and emailing.

Stage #6 3 weeks of non-stop meetings

Schedule investor meetings for a 3-week period.  Your CRM will be crucial

You will be totally consumed during this time,

Stage #7 Investor Due diligence

• Interested investors may conduct due diligence within 3 weeks.

Stage #8  Term sheet negotiation and agreement

• Negotiating and finalizing a term sheet may take up to 6 weeks.
• At least one of your advisors needs to assist you as you contemplate business terms.
• A lawyer with deep experience in startups is valuable.

Stage #9 Get the money in the bank

• Fundraising is only complete once you have the money in the bank. Some founders have told me that they’ve had investors who failed to actually provide the money.

Stage #10 Implement your revised governance framework

• Your investors may be involved in decisions. This decision-making involvement must be documented to ensure a common understanding, along with establishing the necessary processes.
• Your investors may also have stated their ongoing information requirements. You’ll need to put the necessary processes in place.

Stage #11 Send out monthly updates to potential investors⁸

• You must stay in touch with the investors who did not invest.
• Your monthly update demonstrates month by month accomplishments, with the focus on increases in the number of customers and revenue.
• Consider including advisors and others in this monthly update.
• Your CRM will manage who you send the updates to and track who actually opens them.

Stage #12 Send put monthly updates to existing investors¹⁰

• You must send out monthly updates to those who have entrusted you with their money.
• Do this even if its only friends and family.
• Your CRM will manage who you send the updates to and who actually opens them.

Stage #13 Keep the information pyramid up-to-date, especially the pitch deck

• You will need to enhance your CRM to meet the additional information reporting requirements of your investors,
• You never know when an investor that you’ve decided you want, will express major interest.
• You have to be ready.

Your next steps

• Prepare your 13-stage fundraising plan to reflect your startup’s specific situation.
• Implement a project management tool and CRM.

Footnotes

¹ A venture studio is an organization that creates startups, typically by identifying a market need, assembling the initial team, strategic direction and providing the capital to launch.

² Corporate venture capital is where a large firm takes an equity stake in a small but innovative or specialist firm, to which it may also provide management and marketing expertise; the objective is to gain a specific competitive advantage.

³ SAFE stands for Simple Agreement for Future Equity. At the early stage of a startup, it can be difficult to accurately assign a value to the company because there is usually very little data. A SAFE is a form of convertible security that allows you to postpone the valuation part until later on. A SAFE is neither debt nor equity, and there is no interest accruing or maturity date.

⁴“What we learned from 200 startups who raised $360 million”, Professor Tom Eisenmann, Harvard Business School, and DocSend

⁵ https://medium.com/journal-of-empirical-entrepreneurship/how-much-runway-should-you-target-between-financing-rounds-478b1616cfb5

⁶ https://s3-us-west-2.amazonaws.com/cbi-content/research-reports/The-20-Reasons-Startups-Fail.pdf

⁷ Angel Capital Association and Hockeystick, “2019 ACA Angel Funders report “

⁸ This outlines the various components of the information pyramid. https://koorandassociates.org/points-of-view/selling-a-company-or-raising-capital/how-does-a-startup-communicate-with-potential-investors/

⁹ Paul Compers, Harvard Business School, Will Gornall, University of British Columbia Saunder School of Business, Steven N. Kaplan, University of Chicago Booth School of Business, Ilya A. Strebulaev, Graduate School of Business Stanford, “How do venture capitalists make decisions”, April 2017, Page 41  This survey of VC firms included: 63% of all VC US assets under management, 9 of the top 10 VC firms and 38 of the top 50 VC firms.

¹⁰ https://koorandassociates.org/points-of-view/selling-a-company-or-raising-capital/how-can-portfolio-companies-update-investors/