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    Startups Stock Options & Dilution Question

    Startups Stock Options & Dilution Question


    Stock Options & Dilution Question

    Posted: 22 Nov 2021 07:42 PM PST

    I joined a startup earlier this year and part of my contract included options. We recently went through another round of funding and now our shares are in a tracking system as of today (15 minutes ago). I'm not quite understanding what I own, and am wondering if this sub can help before I contact Finance/HR.

    My contract reads as follows:

    Options

    We will recommend to the Board of Directors of the Company that you be granted the opportunity to purchase shares of value $25,000 of the Company's common stock through a stock option under the Company's proposed equity incentive plan (the "Plan") at the fair market value of the Company's common stock as determined by the Company's Board of Directors on the date that the Company Board of Directors approves such grant. However, the grant of any stock option by the Company is subject to the approval of the Company's Board of Directors and this promise to recommend such approval is not a promise of compensation and is not intended to create any obligation on the part of the Company. Further details on the Plan and any specific stock option grant to you will be provided upon approval of such grant by the Company's Board of Directors.

    Obviously that verbiage is not quite in my favor, but it is what it is.

    Per the options system, I have 8,993 unvested options with an exercise price of $0.31 (USD). That's about $2,800. The first 25% vest after 1 year, and then the rest vest at 3-month intervals.

    Did I get absolutely screwed? Did the funding round dilute my shares that much?

    submitted by /u/CrimsonBrit
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    Labelling of boxes for Europe distribution

    Posted: 23 Nov 2021 03:58 AM PST

    Hi Fam,

    I'm working on a electronic devices product line that started in China but we're also rolling out in Europe. Since Europe has stricter guidelines on packaging and its labeling, I was wondering if you guys have insights in to the must haves and required items that you need to put on packaging in Europe?

    I've been consulting sites like trade.govon eu labeling and this trade.ec.europa.eu link but wanted to see if there's anyone here in the field that can share some insights.

    Thanks in advance,

    Smyth

    submitted by /u/smytherin
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    Does anyone have experience starting a Money Services Business?

    Posted: 22 Nov 2021 05:44 PM PST

    See title.

    I'm working on a software company that will deal with currency conversion and paying invoices on behalf of my clients. After looking for banks i kept seeing a disclaimer about not being allowed to use bank services as a "money services business" and looked it up.

    Attorneys verified that I am indeed designing a Money Services Business, but nothing past that yet.

    From my own research it seems prohibitively expensive to register as one, has anyone here done it? Is it possible as a small business?

    Some sites have cited it being $175k to start and $135k a year to maintain registration. Just looking for experience or advice from someone who has been through it or else takes on my options that I'm looking at below.

    As we see it, if it costs that much, my partner and I have a few options: 1. Try to get a few customers to prove the use case before the compliance deadlines and try to raise money 2. Try to pitch the idea and build the product at an existing business that is already certified 3. Try to restructure the idea so that it doesn't fall under the definition of an MSB

    submitted by /u/nuclear-falcon
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    Understanding Capitalisation of company

    Posted: 22 Nov 2021 02:26 PM PST

    Hi,

    I recently went through an acquisition and I hope someone can help me understand the breakdown of shares here as I would like to determine the value and percentage ownership of the options pool, vs investor stock vs founder stock?

    Total stock is 34M+19M or 53M

    Options = 4.4M of 53M = 8.3%

    Or are incentives 4.4M + 5.2M out of 53M?

    19M is essentially all the investor stock + 61K of debt financing they owned around 56% of the company? Or do I only tally the issues and outstanding and therefore the founders owned even more of the company?

    What does it mean to be issued and outstanding?

    Capitalization.(a)The entire authorized capital stock of the Company consists, as of the date hereof, of:

    (i)34,000,000 shares of Common Stock, $0.0001 par value per share, and 9,246,000 of which are issued and outstanding. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.

    (ii)19,060,886 shares of Preferred Stock, $0.0001 par value per share, (a) of which 1,466,658 shares have been designated Series Seed Stock and 1,466,658 of which are issued and outstanding, (b) of which 6,343,350 shares have been designated Series A Preferred Stock and 6,343,350 of which are issued and outstanding, (c) of which 1,415,094 shares have been designated Series A Preferred Stock and 1,415,094 of which are issued and outstanding, (d) of which 3,835,784 shares have been designated Series B Preferred Stock and 3,774,510 of which are issued and outstanding, and (e) 6,000,000 shares have been designated Series C Preferred Stock and 5,814,120 of which are issued and outstanding. The rights, privileges and preferences of the Preferred Stock are as stated in the Restated Certificate and as provided by the DGCL.

    (iii)61,274 shares of Series B Preferred Stock are issuable under the Company Warrants.(iv)4,421,709 shares of Common Stock are issuable under the Options.

    (v)The Company Shares and Company Warrants are held of record and beneficially by the Persons in the amounts set forth on Schedule

    4.3(a)(v). No dividends or other distributions with respect to any shares of Company Shares or any equity securities of any of the Company Subsidiaries have ever been made or declared, and none have accrued.(b)The Company has reserved 5,230,000 shares of Common Stock for issuance to directors, employees, consultants and other service providers of the Company pursuant to the Equity Incentive Plans, of which 62,291 shares of Common Stock remain available for issuance. Schedule 4.3(b) sets forth, with respect to each Option, (i) the name of the Option Holder, (ii) the maximum number of shares of Common Stock that may be issued upon exercise of such Option, (iii) the grant date, (iv) the exercise price, (v) the vesting schedule and vesting conditions, to the extent such Option is unvested as of the date of this Agreement, (vi) the vested status as of the date of this Agreement, (vii) the expiration date, and (viii) whether such Option is intended to constitute an "incentive stock option" (within the meaning of Section 422 of the Code). The Company has furnished to Parent complete copies of the Equity Incentive Plans and all forms of agreements used thereunder. Except as set forth on Schedule 4.3(b), there are no outstanding or authorized options, restricted stock, restricted stock units, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that would require the Company to issue, sell or otherwise cause to become outstanding any of the Company Shares. Except as set forth on Schedule 4.3(b), there are no outstanding or authorized equity appreciation, phantom interest, profit participation, equity-based rights or other similar rights with respect to the Company. Each Option is in compliance in all material respects with all applicable Laws, and the per share exercise price of each Option is equal to or greater than the fair market value of the underlying Common Stock on the date of grant within the meaning of Section 409A of the Code and the Treasury Regulations and official guidance promulgated thereunder. Each of the Company Shares is uncertificated.(c)Schedule 4.3(c) sets forth a complete and accurate list of (i) each Warrantholder, (ii) each Company Warrant, (iii) the exercise price, (iv) the date of grant, (v) the vesting schedule, (vi) the current vesting status, and (vii) the number of shares and class and series of Company Shares subject to each such Company Warrant.(d)The Company's Subsidiaries, as of the date hereof, are listed on Schedule 4.3(d) (the "Company Subsidiaries"). All of the outstanding shares of capital stock (or equivalent

    Noob at this but thought this would be a cool and relevant example to understand at least for myself.

    Any help would be appreciated!

    edit: formatting

    submitted by /u/hazzzzah
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