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We're looking at a possible seed deal right now. It's $750K from a firm who has a current fund size around half a billion. I have two questions.

  1. Has anyone ever seen a seed deal where the firm doing the seed did not lead or co-lead the next round and the company still went on to raise money? In theory this is possible but I have yet to see an example where this happened which leads me to believe it is virtually impossible.

  2. If we head north according to plan the next round will not be a problem. If we head south it's all a moot point. But if we are somewhere in between at the time when we're ready to do our next round is there any strategy other than to take what the firm gives us when we need to raise next? Per the above question it doesn't seem like there is as the firm would have an implied ROFR and therefore could sit on their hands until the last minute (not saying they would do that but...)

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+1 great question! – Jason Nov 12 '09 at 18:44

4 Answers

up vote 3 down vote

The issue as I understand it is not that they have right of refusal, it is that other VCs will wonder why they are not electing to go through with it. So there is a much harder barrier there - and unless it is explained, my guess is that it will not go well.

Why not go with an angel(s) for that little money?

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+1 it's the image that matters. Also ROFR should be explict -- there's no such thing as "implied ROFR." They either have it or not. – Jason Nov 12 '09 at 18:43
up vote 2 down vote

Both Chris Dixon and Venture Hacks argue that VCs get an implicit ROFR if you accept seed money from them. I am not sure the answer to your questions specifically, but I would post this question on their blogs and see if they bite.

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yes - it is worth asking a some VCs this. Why don't you ask Calacanis or some other VC bloggers out there. It's a good question. – TimJ♦ Nov 12 '09 at 15:48
up vote 2 down vote

Just a thought and follow on to the Angel answer - why don't you look at an angel investment group, like CommonAngels, Hub Angels or Launchpad Venture Group?

The total you are asking for is right in their wheelhouse, they'll be interested in investing in future rounds, but are more likely to defer to a new lead, and you get a lot of advisory talent at your fingertips.

I've worked with CommonAngels in the past and feel, for the early stage venture, they are a great match

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up vote 1 down vote

"That little money" is relative to your network I think. We live outside of Silicon Valley and while we're talking to an SV VC we don't have a large network of angels in the area. It seems like if you've been in the Valley for a while or have a lot of friends who are multi-millionaires then stringing together $750K in angel is doable. However, if you don't, well, piecing together $750K in $25K and $50K chunks takes quite a while (15-30 investors).

I agree that the ROFR is not the issue. They basically have a ROFR on a seed deal whether it's an explicit one or not. It does seem like because of this your back is really against the wall when you go out to raise your next round unless you're just killing it. Anyone had any experiences to the contrary?

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