Working @ Startup. Need help reading their most recent SEC Filing


1

Our Company just raised another round of funding (5MM). I took a peak at the SEC filing and it was confusing. See below:

Total Offering Amount $18,500,000 USD Total Amount Sold $9,777,138 USD Total Remaining to be Sold $8,722,862 USD

Clarification of Response (if Necessary): Warrants with an aggregate exercise price of approximately $4,933 were issued in connection with the financing; such amount is not included in the above figure.

What does this mean?

Note: I intentionally omitted the link to the actual filing itself.

[Edit] Here's pretty much the rest of the filing in XML format

<offeringData>

<issuerSize>
<revenueRange>Decline to Disclose</revenueRange>
</issuerSize>
<federalExemptionsExclusions>
<item>06</item>
</federalExemptionsExclusions>
<typeOfFiling>
<newOrAmendment>
<isAmendment>false</isAmendment>
</newOrAmendment>
<dateOfFirstSale>
<value>2012-08-10</value>
</dateOfFirstSale>
</typeOfFiling>
<durationOfOffering>
<moreThanOneYear>false</moreThanOneYear>
</durationOfOffering>
<typesOfSecuritiesOffered>
<isEquityType>true</isEquityType>
<isOptionToAcquireType>true</isOptionToAcquireType>
</typesOfSecuritiesOffered>
<businessCombinationTransaction>
<isBusinessCombinationTransaction>false</isBusinessCombinationTransaction>
<clarificationOfResponse></clarificationOfResponse>
</businessCombinationTransaction>
<minimumInvestmentAccepted>0</minimumInvestmentAccepted>
<salesCompensationList></salesCompensationList>
<offeringSalesAmounts>
<totalOfferingAmount>18500000</totalOfferingAmount>
<totalAmountSold>9777138</totalAmountSold>
<totalRemaining>8722862</totalRemaining>
<clarificationOfResponse>Warrants with an aggregate exercise price of approximately $4,933 were issued in connection with the financing; such amount is not included in the above figure.</clarificationOfResponse>
</offeringSalesAmounts>
<investors>
<hasNonAccreditedInvestors>false</hasNonAccreditedInvestors>
<totalNumberAlreadyInvested>4</totalNumberAlreadyInvested>
</investors>
<salesCommissionsFindersFees>
<salesCommissions>
<dollarAmount>0</dollarAmount>
</salesCommissions>
<findersFees>
<dollarAmount>0</dollarAmount>
</findersFees>
<clarificationOfResponse></clarificationOfResponse>
</salesCommissionsFindersFees>
<useOfProceeds>
<grossProceedsUsed>
<dollarAmount>0</dollarAmount>
</grossProceedsUsed>
<clarificationOfResponse></clarificationOfResponse>
</useOfProceeds>
</offeringData>
[Edit #2] This is the previous filing (2010), a bit more revealing. Convertible Debt?
<offeringData>

<issuerSize>
<revenueRange>Decline to Disclose</revenueRange>
</issuerSize>
<federalExemptionsExclusions>
<item>06</item>
</federalExemptionsExclusions>
<typeOfFiling>
<newOrAmendment>
<isAmendment>false</isAmendment>
</newOrAmendment>
<dateOfFirstSale>
<value>2010-09-01</value>
</dateOfFirstSale>
</typeOfFiling>
<durationOfOffering>
<moreThanOneYear>false</moreThanOneYear>
</durationOfOffering>
<typesOfSecuritiesOffered>
<isOptionToAcquireType>true</isOptionToAcquireType>
<isOtherType>true</isOtherType>
<descriptionOfOtherType>convertible debt</descriptionOfOtherType>
</typesOfSecuritiesOffered>
<businessCombinationTransaction>
<isBusinessCombinationTransaction>false</isBusinessCombinationTransaction>
<clarificationOfResponse></clarificationOfResponse>
</businessCombinationTransaction>
<minimumInvestmentAccepted>0</minimumInvestmentAccepted>
<salesCompensationList></salesCompensationList>
<offeringSalesAmounts>
<totalOfferingAmount>9210635</totalOfferingAmount>
<totalAmountSold>4210635</totalAmountSold>
<totalRemaining>5000000</totalRemaining>
<clarificationOfResponse>In addition, warrants for purchase of capital stock valued at $1,842,127.</clarificationOfResponse>
</offeringSalesAmounts>
<investors>
<hasNonAccreditedInvestors>false</hasNonAccreditedInvestors>
<totalNumberAlreadyInvested>1</totalNumberAlreadyInvested>
</investors>
<salesCommissionsFindersFees>
<salesCommissions>
<dollarAmount>0</dollarAmount>
</salesCommissions>
<findersFees>
<dollarAmount>0</dollarAmount>
</findersFees>
<clarificationOfResponse></clarificationOfResponse>
</salesCommissionsFindersFees>
<useOfProceeds>
<grossProceedsUsed>
<dollarAmount>0</dollarAmount>
</grossProceedsUsed>
<clarificationOfResponse></clarificationOfResponse>
</useOfProceeds>
</offeringData>

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asked Aug 28 '12 at 03:49
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User19426
8 points
Get up to $750K in working capital to finance your business: Clarify Capital Business Loans

1 Answer


2

It means that the Company authorized the sale of $18.5M in securities (not clear what securities), and has so far sold $9.78M.

As part of the offering, the Company sold warrants to buy its stock. A warrant is like an option -- it gives you the right to buy the stock at a set exercise price at a later time. In this case, if you add up the total exercise prices of all the warrants, it's equal to $4,933. They didn't include that in the $18.5M number because they only get it when somebody exercises the warrant.

I presume that you're looking at a Form D filing. As the offering proceeds, the company may update the filing to increase those amounts.

answered Aug 28 '12 at 06:00
Blank
Chris Fulmer
2,849 points
  • How could someone read this and deduce that they raised 5MM in capital? – User19426 12 years ago
  • You'd need more information that what you've given. If htey sold $9.78M in securities and only have $5M in capital, then it sounds like they paid off $4.78M in debt with part of the proceeds. There is a Section in the Form D called "Use of Proceeds" that says a bit about what they do with the money. Note that the Form D is not intended to provide a lot of information to the public -- it's a private, not a public, offering. – Chris Fulmer 12 years ago
  • Checked, use of Proceeds is $0 USD – User19426 12 years ago
  • If you don't mind looking over the edits above. I've included the past SEC filing as well. I just feel like our company isn't being very transparent about their financing. – User19426 12 years ago
  • @user19426 Are you a shareholder in the company? If you are, you could ask to see the financial statements. Consider http://algcorporatelaw.blogspot.ca/2007/03/minority-shareholder-rights.html ... something similar may apply to your company's jurisdiction. Of course, if you are *also* an employee of the company, pressing management/founders for details about financing, corporate use of funds, etc. might be risky. – Chris W. Rea 12 years ago
  • So, the Form D isn't really where I'd look for transparency. Chris Rea has a good point -- shareholders have certain information rights. As to your question about 'convertible debt,' think of it like this: your company has a potential investor, but the potential investor isn't sure about exactly what terms. So, he says "How about if I just lend you the money, and then when you get your next investor, we use whatever you owe me then to invest on the same terms that he/she gets." That's probably where the missing $4.78M goes. – Chris Fulmer 12 years ago
  • Yes, I'm an employee. What's also confusing is, how the total offering is for 18MM+, but they've only sold ~9MM. They've told us the money from this round is already in the bank (5MM). What's the point of having the total offering so high? Does this mean that they intend to sell all 18MM worth of shares? – User19426 12 years ago
  • It means that, at one point, they thought that they might sell up to $18M. We don't know whether they still intend to or not. Also, by law, Form D has to be filed within 15 days of the first sale. It could be that they're still selling,but had to file Form D before they were done. – Chris Fulmer 12 years ago
  • Thanks to both of you for your answers. I really appreciate the your answers, esp. Chris Fulmer. – User19426 12 years ago

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