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If you have PMF, everyone staying behind is taking full market salaries and your valuation is based on a priced round then you should likely keep all your veste
by etothepii 1y ago
If you have PMF, everyone staying behind is taking full market salaries and your valuation is based on a priced round then you should likely keep all your vested equity undiluted.
However, I assume that, as a pivot implies, you are pre-product market fit. In which case here are some questions to consider.
What is the value of the company after the pivot? How much of what was done pre-pivot has any relevance to the post-pivot company?
Is the startup valued at $20m or do you have SAFEs with a $20m cap? If the company is _worth_ $20m that means you've probably had a priced round and someone would likely pay $2m for your vested equity. Is that correct? Sell to them with a substantial, say ~50%, liquidity preference that goes to the Company (likely the Board's approval is required for a share transfer).
In large part the purpose of the SAFE is to avoid valuing the company. What valuation did you put on your 409A? Are you equating your "given a win-state valuation" (the cap) with your actual valuation (409A).
There is a Michael Seibel video where he talks about founder equity. In it he suggests that you should give back a lot of equity if pre product market fit as this will actually maximize your total return.
Remember if you raised $2m at $20m cap but have spent $1m your remaining co-founder is essentially taking $1m at $5m cap if compared to starting again (since they still have to hand over 10% to the investors and now they have to hand over 10% to you too but you spent $1m so they are giving up 20% for $1m).
Would it be more sensible for your co-founders to start a new company and offer the investors a substantial chunk or all of their remaining money back or to come with? Did they invest in them, you or both of you? In a liquidation how much would you get?
I would suggest that you should look to offer at least 90% of your vested equity to not have the remaining equity diluted. A good rule of thumb here would be what could you sell the company for today with no one staying (more than the a few months for minimal hand over) and divide the amount you raised by this number and this is the dilution you should be looking for.