@NYUEntrepreneur
When & How to Raise
Venture Capital
Frank Rimalovski
Executive Director
NYU Entrepreneurial Institute
March 7, 2015
@NYUEntrepreneur
Topics
u  Types of venture investors
u  How VC works
u  VC math
u  When to look for VC?
u  Q&A
2
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Types of Venture Investors
@NYUEntrepreneur
investor|in-ˈvestər|
noun
one who expends money with
the expectation of achieving a
profit or material result by
putting it into financial
schemes, shares, or property…
@NYUEntrepreneur
Myth:
Venture Capital funds are
the primary source
of startup funding
@NYUEntrepreneur
Venture Funding Lifecycle
6
①
Discovery
②
Validation
③
Customer
Creation
④
Company
Building
Test
assumptions
about
customer
needs/problem
& develop MVP
Seek
Validation that
people are
interested in
your product/
service
Begins to build
demand &
improve
efficiency of
customer
acquisition
Drive growth
aggressively 

& execute
business model
Invention
& ideation
Grants,
Crowdfounding
Competitions
Founders +
Credit cards
I-Corps
Crowdfounding
Accelerators
SBIR/STTR +
Friends & family
Angels
Seed funds
Venture
capital
funds
Leasing
Factoring
Vendor finance
Private equity
Public markets
Valuation*
Source: startupcompass.co
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Types of Venture Investors
Stage Pre-Seed Seed/Startup Early Late
Type Founder(s),
friends & family
Individual
angels/groups &
seed funds
Venture Capital Funds
Financial Investors
Strategic/Corporate
Typical
Amount $5,000
to
$250,000
$25,000
to
$1,000,000
$2,000,000
and up
Source of
Funds Individuals Individuals
Institutional Investors,
Family Offices & Corporations
Number of
rounds
Single Single Multi
Types of
investments
Convertible
debt & common
stock
Converts,
common &
preferred stock
Preferred stock
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How VC works
@NYUEntrepreneur
The Basics
u  VCs manage “OPM”
o  Pension funds, foundations, endowments,
financial institutions, family offices, etc.
u  10-year fund life
u  “2-and-20”
Fund
returns
5 10 15
Fund I
Fund II
Fund III
Fund
investments
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How VCs Make Money
u  Investing at low valuation (through
multiple rounds at increasing valuations)
and then…
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How VCs Make Money
u  Investing at low valuation (through
multiple rounds at increasing valuations)
and then…
u  Exit (a/k/a liquidity event) at a higher value
o  Initial Public Offering (IPO)
o  Merger into a Public Company
o  Merger into another private company
o  Return of capital from cash flow
o  Asset sale
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Myth:
VCs make money on
every deal
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75% of startups fail!
13
• Deals turn out
badly
• Shut down or
sold for
< money
invested
• Investors get
all money
even, though
it isn’t much
Strike
Outs
• Going mostly
sideways
• Turn into
businesses,
but only
produce 1-2x
gains
• Investors get
most of
money
generated
Singles
& Walks
• Work out the
way you
thought
• Produce 5-10x
gains
• Entrepreneurs
generally do
very well on
these deals
Home
Runs
Source: Fred Wilson
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VC MathNB: Figures and sequencing are intended
to be illustrative. Your mileage will vary.
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From idea to incorporation
Inspiration & ideation
$500 Prototyping Fund Grant
Customer discovery
Customer validation
Problem-Solution Fit!
Develop prototype
Test prototype
Receive $5k E-Team Grant
Hire McCarter & English
Form SLE
Split founders equity
Open account at Silicon Valley Bank
Founders
100%





Fully Diluted Ownership
@NYUEntrepreneur
In search of product-market-fit
Accepted to Summer
Launchpad
Deposit $7.5k at SVB
Customer discovery
Customer validation
Secure early adopters
Product market fit!
In Xconomy!
Begin to craft VC pitch
Commence fund raise!
Founders
100%





Fully Diluted Ownership
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Raise seed round
3 months & 30
pitches later
Greycroft Leads
Series Seed
Pre-$ $3.00m
Raise 1.00
Post-$ $4.00m
NYU Innovation Venture
Fund, Quotidian Ventures
& 2 angels complete round
Founders
100%
Fully Diluted Ownership
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Raise seed round
3 months & 30
pitches later
Greycroft Leads
Series Seed
Pre-$ $3.00m
Raise 1.00
Post-$ $4.00m
Deposit $1.0m with SVB
Pay McCarter & English
Back to work
Founders
75%
Seed
Investors
25%
Fully Diluted Ownership
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Hire first employees
Add 10% Option Pool
Founders
75%
Seed
Investors
25%
Fully Diluted Ownership
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Options
u  Definition: Right to buy common stock at a
specified price within a pre-determined time
u  Why use options?
o  Aligns incentives between parties
o  Saves money for the company & investors
o  Tax & capital efficient for employees
u  Dilution borne by founders & prior investors
u  10-20% pool is customary
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Hire first employees
Add 10% Option Pool
Hire first employees
Founders
67%
Seed
Investors
23%
Options
10%
Fully Diluted Ownership
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Hire first employees
Add 10% Option Pool
Hire first employees
Identify repeatable &
scalable business model
Founders
67%
Seed
Investors
23%
Options
10%
Fully Diluted Ownership
@NYUEntrepreneur
Hire first employees
Add 10% Option Pool
Hire first employees
Identify repeatable &
scalable business model
In NY Times! Founders
67%
Seed
Investors
23%
Options
10%
Fully Diluted Ownership
@NYUEntrepreneur
Hire first employees
Add 10% Option Pool
Hire first employees
Identify repeatable &
scalable business model
In NY Times!
Draft VC pitch
Commence VC raise
Founders
67%
Seed
Investors
23%
Options
10%
Fully Diluted Ownership
@NYUEntrepreneur
5 months & 40 pitches later
Flybridge Capital
Offers
Pre-$ $7.50m
Raise $2.50m
Options 15% *

Founders
67%
Seed
Investors
23%
Options
10%
Fully Diluted Ownership
@NYUEntrepreneur
Make room for more options!
Flybridge Capital
Offers
Pre-$ $7.50m
Raise $2.50m
Options 15% *

Founders
60%
Seed
Investors
20%
Options
20%
Fully Diluted Ownership
@NYUEntrepreneur
Smaller piece of a bigger pie!
Post Money Value
Founders $4.50m
Seed 1.50
Options 1.50
Flybridge 2.50
Post-$ $10.00m
u  50% step-up from Seed!
u  $2.5m in the bank
u  David Aronoff & John Elton
on your board
u  Growing a team
u  Scaling a business
u  Life is good!
Founders
45%
Seed
Investors
15%
Options
15%
Flybridge
25%
$7.50m
Pre-$
Fully Diluted Ownership
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VC Math Lessons Learned
u  If you raise $, you will be diluted
u  Options come out of your hide, not theirs
u  Timing of your raise will be key
u  Valuation nor your % ownership is
everything
u  Focus on things that drive enterprise value,
not just what maximizes your ownership
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A Complex Process
29
@NYUEntrepreneur
On Lawyers…
u  Important to pick a very experienced one
o  Not the top Wall Street lawyer you can find
o  Not your cousin Murray
o  Not your patent attorney
o  Not the guy who did you will/mortgage refi
o  …someone who does venture financings daily
u  Doesn’t have to be local, but it helps
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When to Look for Funding?
31
@NYUEntrepreneur
When to Look for Funding?
32
①
Discovery
②
Validation
③
Customer
Creation
④
Company
Building
Test
assumptions
about
customer
needs/problem
& develop MVP
Seek
Validation that
people are
interested in
your product/
service
Begins to build
demand &
improve
efficiency of
customer
acquisition
Drive growth
aggressively 

& execute
business model
Invention
& ideation
Grants,
Crowdfounding
Competitions
Founders +
Credit cards
I-Corps
Crowdfounding
Accelerators
SBIR/STTR +
Friends & family
Angels
Seed funds
Venture
capital
funds
Leasing
Factoring
Vendor finance
Private equity
Public markets
Valuation*
Source: startupcompass.co
@NYUEntrepreneur
Getting Funded Tips
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What do VCs look for?
34
@NYUEntrepreneur
Myth:
VCs Invest in
Technology
@NYUEntrepreneur
VCs invest in businesses.
Not ideas.
Not technologies.
Your technology/IP is only one
of the many critical pieces necessary
to build a business.
36
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What do VCs look for?
u  Serve unmet need in large & growing market
u  Differentiated solution(s) + supporting data
u  Customer validation of pain & gain
u  Scalable & repeatable business model that
generates high ROI
u  Focused teams with proven ability to execute
37
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VC Dealflow Funnel
1,000 150 25 5-10
Inbox
Desk
Meet
Due Dili Deal
Credenza
Reject
Source: Arthur Klausner
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Your initial goal is to get a
meeting!
39
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Myth:
VCs are hard to meet!
@NYUEntrepreneur
VCs are easy to meet!
VCNYU
Entrepreneurial
Institute
Respected VC
or angel
Present/former
portco exec
Well-respected
entrepreneur/
exec
Service
providers
Friend of VC
partner
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Myth:
Don’t approach VCs
until you are ready to
raise money
42
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Lines not Dots
43
Source: bothsidesofthetable.com
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Lines not Dots
44
Source: bothsidesofthetable.com
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Final Thoughts on Fundraising
u  Be prepared, but remember less is more
u  You do not need a prospectus/biz plan
u  Don’t hire an agent/banker
u  You want professional investors
45
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Lessons Learned
u  Many sources of capital…VC comes later
u  VCs are professional money managers
u  Focus on things that drive enterprise value
u  Investors fund businesses, not technology
u  Get to know investors early in the process
u  It’s a complicated process…surround
yourself with experienced advisors
46
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Sources of Startup
Funding at NYU
47
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NYU Prototyping Fund
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NYU Green Grants
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Deadline Feb 20!
@NYUEntrepreneur52Confiden'al	
  
$200k NYU Entrepreneurs Challenge
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NYU Summer Launchpad
53
Applications open!
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NYU Innovation Venture Fund
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NYU Innovation Venture Fund
56
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Questions?
57
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Questions?
entrepreneur@nyu.edu
@nyuentrepreneur
nyu.edu/entrepreneur
nyuentrepreneur.com
16 Washington Place
58
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When & How to Raise Venture Capital