Who owns what?

In this guest blog, Carine Schneider, President of Astrella, providers of leading cap table management software, gives a 101 on understanding your cap table, and some of the key risks to avoid when it comes to share ownership.

WHAT YOU NEED TO KNOW ABOUT PRIVATE COMPANY OWNERSHIP 

So, you’ve got a game-changing idea that’s going to disrupt your industry and you are ready to raise funding and change the world. Congratulations! You’re ready to move fast and break things, to turn it up to eleven, to do what most won’t, to live like most can’t. You’re ready to build your very own rocket ship

And we love that about you. But take a breath. 

The startup landscape is a wild world. Sobering statistics are often tossed around about the single-digit percent of startups that make it, with relatively few companies receiving venture capital funding. 

But there are steps you can take from the start to significantly increase your chances of success, from negotiating the initial agreement that lays out the foundations of your partnership with your co-founders to your five-year road map. Decisions you make now will determine how sustainably you grow, the quality of investors and investment you attract, and the level of control you maintain. 

Let’s build that rocket ship on rock-solid foundations. 

WHO OWNS WHAT? 

“A lot of entrepreneurs don’t really 

understand how the pie is divided,” 

Carine Schneider, 

President of AST Private Company Solutions. 

Too many founders think it’s just slicing up the company and distributing (or selling) the pieces. They think ownership is locked in with a one-time decision that lays out clear-cut, unchanging percentages (maybe they’ve watched too much Dragon’s Den…). They may think they own half the company and will always have the final say in decisions that affect it. 

All too many learn the hard way that things change. 

Even in the simplest scenario, where you and a co-founder are splitting company ownership 50/50, you’ll need to put aside 10 to 15 percent for the employee equity compensation plan. So, the slices have gotten more complicated before you’ve even thought about accepting investments from multiple rounds of investors. 

What’s more, regardless of share types and percentages, your board will make important decisions about your company’s finances, strategy, and even ownership (more on building your board in a future post!). 

Equity is all the same… OR IS IT? 

“Shares” sounds simple enough. 

Except that the shares you and your employees hold in your company aren’t necessarily the same as the shares your investors will own. It’s important to understand the variables among different shares and share classes; the powers and responsibilities that come with them can vary significantly. 

“Say you and I each own 100 shares of a private company,” Schneider says. “We can’t really compare that value until we understand when we each bought the shares, what kind they were, and the rights and privileges that came with those shares.” 

Although this can get far more complicated, the first key distinction to understand is between common and preferred shares. Broadly, common shares – the kind you issue in your own company – come with voting rights and low or no dividends, while the preferred shares, which are what you may typically sell in priced rounds, usually do not have voting rights and pay higher dividends. In a private company, there is a lot of flexibility on the rights and privileges that can be assigned to different shares. 

Experienced investors will negotiate preference items that affect how the shares are handled in the event of different outcomes, including at exit, which could be an acquisition or stock-market flotation, or maybe a liquidation. 

Think of company ownership as a line of shareholders. You and your co-founder and your early employees were there first, so you will always be at the front of the queue, right? 

Wrong. 

The thing is, the people who set up chairs and camped out from the start (holders of commonshares) can get trampled by the investors (holders of preferred shares / share-classes) who showed up much later with more money. 

Savvy early backers will try to negotiate anti-dilution clauses to keep their percentage from shrinking, even as later investors line up preference items to ensure their full amount is returned to them. At your company’s exit, you may be surprised to find yourself at the back of the line. 

In short, ownership can be complex and not intuitive. 

You need to make sure you always understand who has what type of shares, what the terms are, and what the implications are for your ownership. 

You will be well served by lining up expert advisors who
can help you make sure you are making the best decisions for your company from the earliest steps. It’s also important to have access to a system that provides you with both exit as well as “next-round” modeling tools. Real talk: the incredible disappearing stake. There 

OK, so seriously… WHO OWNS WHAT? 

With all the complexity involved in ownership, how do you keep track of everyone’s place? Enter the capitalisation table. 

The “cap table” is a tool that tracks company ownership data. In short, it determines that line of stakeholders by tracking their equity stakes over time. A good cap table means
no surprises. 

A common mistake new founders make is waiting too long to create a cap table. Nearly as common—and just as harmful—is creating a poor (or inaccurate) one. 

While a simple spreadsheet may give a snapshot of a moment in time in ownership, it can be dangerously inadequate. Spreadsheet files can get lost, or a simple typo can change your billion to a million. It’s important to use a robust tool. to store, track, and model ownership data that tracks the changes to ownership over time. 

The cap table is one of the first things any potential investor will request when considering an investment. In addition to showing constant, real-time ownership data, it will model the changes to your ownership under different potential investment scenarios. “A smart investor is always going to want to look at the cap table, and a smart investor is not going to want to look at a cap table that comes from a spreadsheet,” Schneider says. 

Companies raising capital through Angel Investment Network benefit from complimentary access to Astrella for up to 15 stakeholders, with the following code used during registration: 

LAURENCE15


For more information about Astrella please click here.

About Carine Schneider

Carine Schneider, FGE, is the President of AST Private Company Solutions. She was honored in 2019 with the ProShare Award for Services to Employee Share Ownership, in 2017 as one of the 100 Influential Women in Silicon Valley (Silicon Valley Business Journal) and one of “17 Women to Watch”​ in 2017 by Brown Brothers Harriman.

Carine was invited to become a Fellow of Global Equity (FGE) in 2019. An experienced and well-connected leader in private market & global compensation industry. Carine was formerly the President, NASDAQ Private Market Equity Solutions

For any equity related queries or cap table assistance contact Laurence@Astrella.com.

#BehindtheRaise with WeCoffee

We spoke to Ben Carew, Co-Founder at We Coffee, about how to complete a successful fundraise, and also equally important, what not to do.

WeCoffee aims to provide flexible and affordable workspace for post Covid working, along with curated events.

Benjamin Carew, Co-Founder of WeCoffee

Tell us about WeCoffee:

WeCoffee was created to make working from anywhere something anyone could enjoy. 

By curating  a distributed network of free and unique workspaces and a community you can cowork with online and in real life, we believe we are well on the way to achieving this. 

Why did you decide to raise investment?

We decided to raise investment so that we could bring our unique and exciting model for coworking to the whole world. Something that mine and my business partner’s lifetime savings wouldn’t quite allow, at least at the speed with which we want to do it. 

People often ask why the speed and scale matters and for us we see a window of opportunity, while the world’s ways of working are changing, to allow a better social norm. 

We believe for too long the standards have been set by employers with outdated policies, or more recently landlords hijacking the term coworking only to supply fixed office space as a service. 

We want to make sure that the future of work will give power and choice back to the worker, ensuring a happier and more productive worklife. 

What is your top tip for anyone raising investment for the first time?

I’m going to be cheeky here and give a few:

  • Angel investors are people not ATMs, understand them and make them feel confident and safe with you by treating them how you would like to be
  • Be firm on your timeline, if you don’t have one set one 
  • Don’t be shy to check they actually want to invest, not just introduce you
  • Treat it as near to a full time job as you can. Maybe 50% off the time, as yes you need to run a business. 
  • As soon as you have a yes, add them to the term sheet. Its less scary to follow someone else
  • If VCs keep being really nice but don’t invest your probably too early. Save yourself the time and build more traction and try and do an Angel round or friends and family
  • Be flexible in what your raising, if you get half can you make a business or the next step? If double what would you do? 
  • Don’t be scared to say no. We met one total **** who was incredibly aggressive, wanted to force a board member who was an ex-founder removed from the company by their shareholders for negligence, thought WeWork’s IPO would go through and that only 8 banks failed in the 2008 crisis. We were very happy to not molly his coddle 
  • Lastly join WeCoffee as there are lots of us on or who have been on this journey. We are more than happy to help one another avod the ****, find the right investors and generally navigate the startup world. 

What attracted investors to your company?

You would probably have to ask them, but I think a big part of it was the total and utter passion that is born out of us as a team. We clearly know and love what we do, so if you believe in the idea that we won’t all work in an office 5 days a week, there is no better horse to back. 

My biggest fundraising mistake was…

It took me some time to realise that I needed to run it like any other business activity, as a structured process. I spent months pitching at intermittent events and meetings waiting for my angel to land in lap not realising what I was doing was practising.

I was at the wrong events, with no real investors; and worse meetings with the wrong people who were more interested in introductions than investing. 

Once I sat down, opened the round in SeedLegals, got all my deliverables in place, built a sales funnel and set a firm date to close the round then I was well on the way. 

Why did you choose to use Angel Investment Network?

I used AIN as it came across to meet my target investors (angels), as it had a wealth of investors that I could filter for by sector. Insanely helpful! 

If it wasn’t for you Angel Investment Network we wouldn’t have raised as much as we did.

Keen to hear more?

Try out one of WeCoffee’s online networking events to meet ‘creatives, marketing gurus, product creators, free thinkers, entrepreneurstech geeks, doers and dreamers’.

Sign up here for a 100% discount, i.e free entry.

#SixtySecondStartUp with Pharma Sentinel

We caught up with Rav Roberts, CEO of Pharma Sentinel to hear his plans for their new ‘Medsii’ app, which makes it easy to discover if your medicines have unsafe side effects, give allergic reactions or have been recalled for safety reasons.

Rav Roberts, CEO, Pharma Sentinel
  1. What does your company do?

    Pharmasentinel.com is a pioneering B2C2B healthtech, leveraging AI to provide our users with trusted, timely and tailored medicines and medical conditions (mental health, diabetes, skin conditions) news, information, alerts and related content such as video podcasts, live streaming.

    We also give 10% of our profits to patient-support charities such as Bipolar UK & the British Menopause Society, as chosen by our users. We launch with our consumer app called Medsii (medicines information for me) in 4 weeks time, yikes!
  1. Why did you set up this company?

    Our Chief Scientific Officer Nasir (a Co-Founder) used to work for the UK’s medicines regulator (the Department of Health) and noticed a big gap in the market for timely medicines information, e.g. drug safety alerts & recalls, clinical trial results & opportunities.

    I also suffer from Diabetes, as does my mother, and our research showed that 46% of the UK’s population (29 million people) take at least 1 repeat prescription for a chronic condition. It’s not all elderly people either, as 50% of women in their 40s do so.
  1. How did you get your first customer?

    We haven’t yet, already we have many friends and family who take regular medicines lined up to try the app. It’s completely free to use and has a very engaging ‘Twitter’ style interface, so why not give it a go?!
  1. We knew we were onto something when?

    When we realised the Total Addressable Market and Serviceable Obtainable Markets were huge; many people use Google (over 1 billion health related searches a day, but results include ads, links to blogs) and even social media for important medicines info, but that could contain wrong or misleading results; no one helps people by linking them to patient support group charities for help;

    No one provides personalised, relevant, trusted medicines & conditions info via easy to understand push alerts. I have used our product in testing to warn me against drinking grapefruit juice with one of my medicines as it’s extremely dangerous!   
  1. Our business model:

    1. We launch with our consumer App called Medsii (Medicines information for me), which will collect 1st party data on users in a GDPR compliant way (side effects, locations, medicines/conditions liked, followed, shared, saved) and which already has its own data, e.g. clinical trial results.
    2. We augment this 1st party data with 3rd party data.
    3. Our data platform runs machine-learning algos to identify patterns and predict future events, e.g. the probability of a drug that has passed a phase 1 clinical trial eventually being approved, and roughly when.
    4. We sell this data-as-a service to businesses, e.g. pharmaceuticals, insurance, financial analysts even companies like Unilever and Chanel (who will be interested in the skin condition data insight we’ve collected). Note that we also monetise our consumer App (subscriptions, in-app purchases and advertising (no drug ads though!).
  1. Our most effective marketing channel has been:

    Without a doubt, Facebook. Not only are billions of a target customers there, but we can micro-target them with custom and lookalike audiences and even better, they have people who walk you through how to do it really well! (Fiverr also has some great marketers on there).

    LinkedIn is really good for engaging with business people (for our B2B products) and Twitter is great for linking up with angel and VC investors, all over the world!
  1. What we look for when recruiting:

    Passion, integrity, evidence of continuous learning (even following people on Twitter to learn more about a particular subject), desire to help other people less fortunate and ideally EVIDENCE that they’ve actually done it (e.g. volunteering to help the elderly or doing a fun run to raise money for breast cancer etc).. We run a very flat organisation and we were all virtual even before Coronavirus hit! 
  1. The biggest mistake that I’ve made is:

    So many really. I guess my biggest was in my  first startup in San Francisco: We had a great product but I didn’t think about our go-to-market and distribution strategy, i.e. how to get and increase traction (users, usage) for our online gaming products.
  1. We think that there’s growth in this sector because:

    Even before coronavirus hit, more and more people were taking repeat medicines for chronic conditions and with people living longer, this means several decades. There has also been a large theme about fake news on social media, where millions get their medicines info from.

    But now with Coronavirus, people more than ever before want trusted, timely medicines and medical conditions information that is relevant & readable (unlike the patient information leaflets that come with their pills!).

Keen to hear more?

If you would like to see what other companies are up to on Angel Investment Network, or are interested in raising funding yourself, you can find your local network here.

Tech leads but stunning rise in interest for sustainable businesses, finds Angel Investment Network report

Angel Investment Network has revealed its latest ‘State of the Angel Investment Nation’ findings. It is based on the data of our UK registered businesses looking for funding and the keyword searches of investors.

Investor keyword searches
‘Technology’ was the top search term used in 2019, based on investor keyword searches. This was followed by ‘property’ with ‘mobile’ the third most popular. ‘Robotics’ climbed six places year on year to now be the fourth most requested search term. Meanwhile ‘electronics’ is up by nine places on the list to number six.

With climate change centre stage in Davos last week, there also has been a stunning rise in interest for sustainable businesses. Searches for ‘Renewables’ have rocketed by 34 places to be the 14th most searched for term. Meanwhile ‘greentech’, unheard of even a couple of years ago, is now the 19th most popular keyword, up from 47th last year. Environmental leapt 56 places up the rankings to be the 25th most searched for term.

Pitch ideas
For entrepreneurs like Jimmy John Shark, property is the most popular sector for pitch ideas. Entertainment and leisure is the second, followed by technology. Overall there were 10% more pitches over the past 12 months from startups looking to attract investors.

According to AIN co-founder Mike Lebus: “Startups are the lifeblood of the UK economy and despite a turbulent year politically, there has been no slowdown in activity. Investor interest remains focused on technology and the cutting edge applications that are possible through it, including mobile and robotics. However property, one of mankind’s oldest profit generators, continues to drive the interest of investors and is now our top sector for pitches.”

He continued: “The growth in interest in impact related terms is remarkable and we are witnessing a seachange in investor attitudes as it has so quickly shot to the top of the news and business agenda. It is the reason we launched our spin off SeedTribe to help support entrepreneurs who put sustainability at the heart of their business model.” 

The report also reveals some discrepancy between startup ideas and investor interest. While fashion and beauty remains the fourth most popular category for pitch ideas, it is just 17th on the list for investors. ‘Inventions’ as a search term fell by seven places from seventh to fifteenth most searched term. Meanwhile ‘Gadgets’ also fell by 15 places to number 32 as investors instead look for more tech and software based ideas.

Entrepreneurial hotspots
AIN has also revealed the UK’s top entrepreneurial hot spots. London remains responsible for 37% of all pitch ideas, although its market share was slightly down. The South East is second in the list with the North West number three, up 10% year on year. There has also been impressive growth in other parts of the country. There was 25% growth in pitch ideas in the West Midlands, with East Anglia up 26%.

The Top 10 Sectors for Pitches:

  • Property
  • Entertainment & leisure
  • Technology
  • Fashion & Beauty
  • Food & Beverage
  • Software
  • Hospitality, Restaurants & Bars
  • Retail
  • Business Services
  • Education & Training

The Top Keywords for Investors:

  • Technology
  • Property
  • Mobile
  • Robotics
  • Software
  • Electronics
  • Computers
  • Products
  • Residential property
  • Finance

The entrepreneur hotspot list is as follows (based on number of pitches from each region):

  1. London
  2. South East
  3. North West
  4. South West
  5. West Midlands
  6. East Midlands
  7. Scotland
  8. East Anglia
  9. Yorkshire and Humber
  10. North East
  11. Wales
  12. Northern Ireland



My 5 Tips for Raising Angel Investment

Back in 2013, I took a step that would change the trajectory of my career forever. After seven years at Goldman Sachs, I left for a new adventure. I was confident in my skill set, but terrified that I was abandoning the safety net of the corporate career path.

Fast forward six years, and how glad I am that I took that decision. I launched a foodtech startup called GrubClub, which I ran for five challenging but satisfying years, before EatWith acquired us in 2017.

olivia sibony grub club how to raise startup investment
A celebratory Grub Club evening

One of the things I learned on that journey was how hard and how important it is to raise funding. That’s partly why I joined Angel Investment Network last year. I had raised money through them for GrubClub and really bought into their mission to democratise angel investment.

So, here are my five key tips for getting investment:

1. Investors invest in teams

Many of the most successful businesses are at their core very simple ideas. Google allows people to search for stuff on the internet. Ford builds cars. But neither Google nor Ford were the first in their category.

Their success is commensurate to their ability to execute changes.

That’s why the team in charge of navigating this journey is so important. And that’s why investors invest in teams. So, keep that at the forefront of your mind both when building out the early team (obviously), but also when creating a story for your pitch.

Have you got an A team?

2. Remember that investors are not the same as customers

(This point is related to #3 below but is important enough to mention on its own.) Entrepreneurs often fail to communicate successfully with investors because they explain the benefits of their product/service as if describing them to a potential customer.

This is easy to do because during product and strategy meetings their focus has no doubt been on crafting the proposition to customers.

While your investors may also be customers, your proposition to them should not be the same. You will lose their interest if you talk to them as if they were customers. So, craft a story and a proposition specific to them…

3. Tell investors a compelling story

I hear a lot of people give advice like ‘tell a story in your pitch’. But they often fail to explain how to do that meaningfully. So, how do you tell a compelling story to prospective investors?

The most basic story that all investors want to hear is how they are going to make money. There may be other factors like the desire to make a positive impact on the world. But ultimately, an investor wants to make a return.

I heard a founder sum up this idea nicely on The Startup Microdose Podcast – he said, “Show investors what winning looks like.”

So, build the story of your pitch by putting dollar signs in the eyes of investors and by explaining to them how you are well-placed to execute on this grand vision.

Is your investor story compelling?

4. Create momentum

Investors are busy people. You will not always be top of their priority list. So, don’t be disheartened if they don’t get back to your message straight away.

But also, don’t be shy of sending them reminder messages.

The trick to doing this and engaging them is to try to include some impressive update that you’ve achieved since your previous message to them e.g. ‘Ex-CEO of Unilever has just agree to join the board’ or ‘1,500 new users sign ups in the last week’.

This creates the impression of progress and always helps to prove the competence of you and your team.

5. Don’t waste time

We live in a digital world. A world full of tools to boost your productivity and streamline your processes. Use them! There are some great ones for raising investment. My favourites are: Seedlegals – for digitally creating and signing all your legal documents; MixMax – for seeing if people have read your email and how many times and when; and, of course, Angel Investment Network – for meeting investors you could never otherwise hope to meet.

What do you think?

These tips are both from my own experiences. Do you agree/disagree or need more explanation? (Let me know in the comments!)

Author BIO

Olivia Sibony is an award-winning entrepreneur and ethical investment champion. She left a career at Goldman Sachs to launch foodtech startup, GrubClub, which she sold to Eatwith in 2017. She then joined Angel Investment Network (having previously raised money through them) to launch and grow SeedTribe, a spinoff platform focused on impact entrepreneurship.

She is also a Board member of UCL’s Fast Forward 2030, which aims to inspire the next generation of entrepreneurs to launch businesses that address the UN’s Sustainable Development Goals (SDGs). 

High-End London Baker Orée Raises £425,000 Funding in Angel Investment Round

London-based bakery, Orée, has raised £425,000 through Angel Investment Network (AIN) the UK’s largest online platform connecting angel investors with startup businesses.

The French-style, high-end bakery started trading in March 2016 and currently has two shops at 275/277 Fulham Road and 147 Kensington High Street. The concept is bringing ‘a taste of the boulangeries and patisseries of rural France to London’. The funding will finance the opening of the next shop based in Covent Garden with a further location in London Bridge set for later in the year. The ambition is for more than a dozen shops across London and an international expansion.

The raise is one of the largest for a food business in AIN’s 14-year history. The highest to date was the £600k raise for Rosa’s Thai Cafe which raised £500k through AIN in 2014 and has since delivered returns to investors via a private equity buyout.

The combination of Orée’s high-quality product offering and high-end, high footfall locations across London, gives it a strong position within the food retail industry and made it an attractive proposition for AIN’s network of investors. Orée bridges the £8bn bakery market and the £6bn café and coffee shop market, both experiencing annual growth of 2.5% and 5.7% respectively. According to data from AIN, food and beverage was the second most popular category among angel investors in the UK for 2018, losing out only to software.

Xavier Ballester, Director at Angel Investment Network who brokered the deal, said: “Orée was of strong interest to our investors with its offering of a premium, authentic French Patisserie to a market that is increasingly captivated by continental cuisine. It satisfies several consumer trends that have characterised the UK casual dining market in the past couple of years, including ‘premiumisation’ and a concern for provenance.

How to Make a Smart Angel Investment

This interview with Mike Lebus, founder and managing director of Angel Investment Network, was originally published in Sifted. You can read the full article on ‘How to Make a Smart Angel Investment’ with views from other industry leaders here.

Mike Lebus, angel investor & co-founder Angel Investment Network

Mike Lebus (UK)

Mike Lebus is co-founder Angel Investment Network, a platform catering to 205,000+ angels which has backed the likes of bed mattress startup Simba, geocoding business What3Words and kids media company SuperAwesome.

An angel investor for 6 years. 

Number of personal investments: I try to make two personal investments a year. Through the venture division of the company (me and three others), we have a stake in over a hundred companies.

Average cheque size: I normally invest £10-25k.

The biggest misconception about angel investing is… that investors should be based in startup hubs like Silicon Valley and London. Online platforms and digital networks now allow investors to find great deal flow wherever they are based.

Do… take the time to meet and get to the know the founding team. When you invest in early stage projects the idea takes second place to the team. This is because the idea will have to change and evolve to be a success; and it’s the team who are responsible for doing that!

“Investors don’t have to be based in startup hubs like Silicon Valley and London.”

Don’t… invest in only one company. No matter how good the opportunity looks, there are so many unknowns when it comes to early stage investment. It’s a much better strategy to invest smaller in more businesses.

The biggest mistake I made was… to miss out on a great opportunity because I failed to build a good relationship with the team. In the early discussions I should have focused on getting to know them, their vision and their processes; instead, I was too blinkered on the valuation and deal terms. It ended up being a waste of everyone’s time. The company went on to do very well!

My personal top tip is to… manage your expectations. If you’re obsessed with returns and timescales, you’ll end up being a burden on your portfolio companies. If you relax and trust the team to execute on their vision, then you can focus on finding meaningful ways to help them with your experience and connections.

My most recent investment was in… Sweatcoin, an app that tracks your outdoor steps and rewards you with digital currency. It’s been the fastest growing health and fitness app in history in every country it’s launched in on the App Store. I know the founder well, so knew how talented he was. I also loved the company’s innovative approach to incentivising people to become more active and get healthier.

Sweatcoin tracks & verifies your outdoor steps using your phone’s accelerometers and GPS location. Those steps get converted into our currency — Sweatcoins.

The deal I regret missing out on is… Funding Circle. We helped them with funding very early on, but I chose not to invest personally. Their IPO last year valued them at £1.5 billion!

If I could change one thing about the European angel scene it would be…More government incentives to encourage more people to invest into startups. The UK have the SEIS and EIS schemes, which have really helped stimulate early-stage investment. I think more European countries should introduce similar incentives.