We have a startup with 3 co-founders each having 33.3% of the company. So far we have raised 100k internally and split it 3 ways. Now we wanted to raise another 100k round internally. If one founders adds the 100K (while the other 2 add nothing) how is it fair to be compensated (lets assume the internal valuation for the firm is $1 million).
A) Everyone gets diluted by 10% equally (30-30-30), and then the one founder bumps 10% (30-30-40)
B) A convertible note for 100K (with a industry standard interest rate, premium to series A investor and valuation cap)
What are the positive and negatives of each. Also, how would a convertible note effect the need for a future convertible note down the line? We intent to raise a $300-$500k in convertible note 3 months later through angel/seed investors. Would those investors demand better terms?
Thanks!
Equity Convertible Note Dilution
Whether it's equity or debt is an issue to resolve among the founders. The basic issue is this: if the company decides to fold, does the investing founder get paid his $100K back first before any of the other founders see anything? If so, then it's debt. If not, then it's equity. I think most companies would do that deal as stock.
ASsuming you're doing a stock deal, then ignore the percentages -- pretend you each have 33 shares of stock, each worth $10K, and this guy wants to buy 10 more. Now, you have a total of 110 shares, with him having 43 of them. In other words, take the pre-money $1M valuation, divide by the number of shares outstanding to get a per-share value. Now, divide his $100K investment by the per-share value to figure out how much he gets. If you do the math, he should end up with 13/33rds of the company, or about 39.4%, with the others having 10/33rds, or about 30.3%.
That said, the deal really depends on everybody's leverage and on how well they play together -- if the company really needs the money, and he's the only guy willing to pony up, he might drive a harder deal.