Many startups need to raise capital in the early stages of their development. They typically first turn to their friends and family, then to angel investors for their seed capital. Some businesses offer profit-sharing arrangements to their investors, some Series Seed or Series A preferred stock, and others – convertible debt. We advise clients with respect to the preparation and negotiation of documentation required for such transactions. We also help ensure full compliance with the federal and state securities laws. Services in this area include:
- Term sheet preparation and negotiation
- Private placement memoranda
- Risk factors
- Subscription agreements
- Investor questionnaires
- Shareholder agreements
- Registration rights agreements
- Filing Form D with the Securities and Exchange Commission
- Compliance with the state blue sky laws.
Additionally, Ross & Shulga can represent your company in the following transactions:
- Unregistered equity and debt offerings
- Offerings outside of the United States under Regulation S
- PIPE transactions
- Secondary market transactions, including resales of restricted and control securities under Rules 144 and 144A.