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What is a Valuation Cap?

valuation capBy Adam Lieb and Joe Wallin

If you are contemplating raising money through the issuance of convertible notes, you might be wondering – what is a valuation cap?

Convertible notes are designed to convert into equity of the issuing company upon a subsequent financing (usually referred to in the note as a “qualified financing”; e.g., when the company raises more than $1M dollars in new capital). Without a cap or discount (not discussed here), the notes would typically convert into the issuing company’s equity in the subsequent financing at the same price as the equity issued in that financing.

For publicly available example promissory notes, you can see here:

A “valuation cap” entitles note holders to convert into equity at the lower of the valuation cap or the price in the subsequent financing. You can find an example of this provision in both of the above documents.

  • In the Alliance of Angels note, you can find the valuation cap language in Section 4. The pertinent language reads as follows:

the outstanding Principal Amount and accrued interest under the Notes shall automatically convert into shares of the same series of preferred stock as is issued in the Qualified Financing at a conversion price equal to the lesser of (a) the price obtained by multiplying (i) the price per share paid in the Qualified Financing by (ii) the applicable Conversion Percentage (as defined below); or (b) the price obtained by dividing (i) [VALUATION CAP] (the “Valuation Cap”).

  • In the TechStars note, you can find the language is as follows:

outstanding principal balance of this Note shall automatically convert in whole without any further action by the Holder into such Equity Securities at a conversion price equal to [the lesser of (i)] ____% of the per share price paid by the Investors [or (ii) the price equal to the quotient of $__________ divided by the aggregate number of outstanding shares of the Company’s Common Stock as of immediately prior to the initial closing of the Qualified Financing (assuming full conversion or exercise of all convertible and exercisable securities then outstanding other than the Notes)]


Suppose you have raised $200,000 in convertible notes.  The notes have no discount but a valuation cap of $5M, and they are set to convert upon a subsequent raise of greater than $1M.  You then succeed in raising $2M in Series A funding on a $10M pre-money valuation of $10M.

What happens to the notes?  At what price do they convert?  How many Series A shares do you issue for the note amounts?

Let’s suppose your pre-Series A cap table looks like this:

Pre-Series A Cap Table

Number of Shares

% Ownership Interest




Option Pool





Your post-Series A cap table would then look like this:

Post-Series A Cap Table

Number of Shares

% Ownership Interest




Option Pool



Series A Investors



Series A (convertible note holders)





The price per share for the convertible note holders converting into Series A will be the valuation cap of $5M divided by the same 2,350,000, or $2.13 per share (rounding up).  Assuming a $200,000 loan, the convertible note holder will receive 93,896 shares (assuming no interest on the notes, for the sake of simplicity).

The price per share for the Series A investors will be the $10M pre-money divided by the fully diluted number of outstanding shares immediately prior to the closing (2,350,000), or $4.26 per share (rounding up).  Assuming a $2M investment, the Series A investors will receive 469,483 shares.

You can see from these tables the benefit of the “cap” to the convertible note holders.  Without a cap in this instance the debt holders would have received half as many shares. This makes sense because in my example the valuation cap was exactly ½ of the pre-money valuation in the subsequent financing.

You can also see why debt holders like valuation caps.  They especially like them when it is their opinion that it is their early stage debt money that allows the company to achieve the high pre-money valuation on the subsequent fixed price round. You can certainly see the view point of the convertible note holders in these situations that they ought to participate in that healthy pre-money valuation through the cap mechanism if it was their funds which made it possible.

From the company’s point of view, valuation caps can be a pain, because they are one more thing to negotiate.  One of the reasons you do a convertible note in the first place, rather than a fixed price round, is to avoid having to set a value for the company.  If the cap is supposed to represent the current value of the company (the typical investor view), then you haven’t accomplished putting off the valuation negotiation at all, and it is possible you might get bogged down in an argument about it.

[1] See this blog post from Dan Shapiro, “A Cap is Not a Valuation

Founder viewpoint:  Caps are a necessary evil when raising convertible notes in the current climate. Valuation caps limit crazy situations, for example, the valuation goes up 5-10x. In these situations, without a cap the early stage investors would not be adequately rewarded for their risk. Therefore, they need a cap to put a floor on their price. In most situations a discount on the subsequent round will reward those investors. For example an uncapped note + a 50% discount at the seed stage will ensure that seed stage investors see a 2x paper return on the next round. Caps are NOT valuations.[1]  Entrepreneurs should not let investors get away with the argument that they are. Caps protect investor’s upside risk by setting a floor on their purchase price.

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What Do the SEC’s Proposed Reg D Rules Actually Require?

SEC reg D rule requirements

You might be wondering – what exactly do the SEC’s proposed changes to Reg. D and Form D actually require? I have put together the below distillation in an attempt to summarize the changes in one page.
The proposed rules make the following six fundamental changes to Reg. D and Form D:

  1. They require the filing of a Form D in Rule 506(c) generally solicited offerings at least 15 days before the issuer engages in general solicitation. As a practical matter, because the Form D is going to require a lot more information once these rules are effective, companies should plan to start working on Forms D with their professional advisors at least 30 days in advance of their first general solicitation so that they can be sure to make the 15 day deadline. For example, a company wants to participate in a public Demo Day on March 15th. The company should start working with its lawyers in February to be sure to make the deadline.
  2. They require the submission of written general solicitation materials used in Rule 506(c) offerings to the SEC before their use. Under the proposed rules, companies are going to have to submit their materials to a private SEC website—not EDGAR.
  3. They disqualify an issuer from relying on Rule 506 for one year for future offerings if the issuer, or any predecessor or affiliate of the issuer, did not comply within the last 5 years with Form D filings requirements in a Rule 506 offering. For example, if you miss a 15 or 30 day filing deadline, and you don’t cure the miss within 30 days, you won’t be able to use Rule 506 on your next offering for 1 year after your current offering. If you miss a 15 or 30 day deadline, but cure it within 30 days, you are OK—but you only get 1 cure per offering. So if you miss another 15 or 30 day deadline, you are in the penalty box.
  4. They require substantial additional information to be included in Form D. Republican Congressman Scott Garrett (5th District, New Jersey) calls this a “wildly-expanded Form D.”
  5. They require written general solicitation materials used in Rule 506(c) offerings to include specific legends. The legends are prescribed in the rules. They are lengthy. They exceed Twitter length.
  6. They require the filing of a closing amendment to Form D after the termination of any Rule 506 offering.

Helpful Links:

The draft rules

Comment on the draft rules

A letter critical of the proposed rules from two Congresspersons to the SEC

Comments submitted to this SEC so far

Angel Capital Association held a webinar on August 6, 2013

See also Save Reg D