Check your tender cap against the 20% median before you sign
Before signing a tender offer, run a three-line check on inclusion, sale cap, and market band.
Before signing a tender offer, run a three-line check on inclusion, sale cap, and market band.
The directed-share paragraph in the underwriting section tells you whether an employee IPO purchase is liquid on day one or locked with the rest of the offering.
A convertible note defers ownership until conversion, so model your stake as a range using the conversion price, discount, cap, and trigger.
A SAFE filing shows money sold, investors, and leftover capacity, but the cap, discount, and conversion terms stay private.
Before an IPO price is set, a convertible note can convert automatically and change the share count, so check the terms that move your percentage.
A primary round adds cash and dilutes you; a secondary can let holders sell at the new price without changing ownership.
A large round resets your option price and dilutes your stake, so check your strike, last tender or secondary price, and ownership before and after the raise.
Check two term-sheet numbers before a raise: new round price vs your last 409A and whether the option pool expands before the raise.
A big round can look like a win until you recompute the fully diluted cap table and see who owns the next revenue line.
Model the pre-money option pool across seed and Series A before you sign, so the hidden dilution is visible in the term sheet.
A priced round can change what founders can still decide.
A five-point Series A term-sheet checklist for founders and SAFE holders: valuation, option pool, liquidation preference, board seat, protective provisions.
A short startup tender window is faster only if the deal meets narrow conditions, so check eligibility, deadline, and extension rules before you sign.
A most favored nation SAFE can pull an early investor down to a later, lower cap; here is the drafting checklist to stop it.
A SAFE cap looks generous, but the real test is the dilution it locks in and the next round it implies.
A liquidation preference gives the investor the first claim on sale proceeds; your equity is what remains after the investor's choice.
A lead investor is the one whose terms, diligence, and commitment anchor the raise, even if their check is smaller.
A priced round turns startup value into a cap table; run this math-and-rights check before you sell shares.
Granting pro rata rights lets an investor buy enough new shares to hold its ownership percentage. Here is the check founders should run before agreeing.
A pay-to-play bridge can force existing investors to add cash or lose rights, so check the penalty, discount, conversion price, forced list, and cap table.
Treat the term sheet as a cap table event: name the instrument, model conversion, check control rights, and catch local-law triggers before signing.
A SAFE is a promise to convert, and the cap or discount is the price that decides how much ownership the investor gets.
The real cost of a convertible note is the lowest conversion price created by discount, interest, and cap, not the discount alone.