TL;DR (use this when planning a raise): * If you offer or sell a security to a Texas resident, Texas law applies in some way—even if you rely on a federal exemption. * NSMIA preempts state registration/merit review for covered securities (e.g., Rule 506(b)/(c)) but Texas

Scope: This guide assumes you’re raising under Rule 506(b) or Rule 506(c) and have (or expect) Texas purchasers. What triggers a Texas notice—and when * Federal trigger: File SEC Form D within 15 calendar days after the first sale. * Texas trigger: When you sell to a Texas

Choose your lane first: 506(b) or 506(c) If you can keep outreach private → 506(b) * No general solicitation. Keep to known, substantive relationships and one‑to‑one outreach. * Practically, limit purchasers to accredited investors for startup rounds. * Provide a coherent disclosure set (deck, memo/PPM if warranted, financials,

Introduction The startup ecosystem is rapidly evolving, and one of the most intriguing developments in recent years has been the rise of secondary sales. Secondary sales refer to transactions where existing stakeholders, such as early investors, founders, or employees, sell their shares in a company to new investors. Unlike primary

In today's fast-paced business world, especially for startups and growing enterprises, every detail that influences financial stability and trust matters. One such vital detail is the contract payment arrangement embedded in business deals. These arrangements, which outline when and how payments are made, are essential to maintaining smooth

When it comes to securing investment or structuring business deals, term sheets are often the unsung heroes. These documents, while non-binding at first, lay the groundwork for success by outlining the major financial and operational components of a deal. They serve as the blueprints for significant transactions such as investments,

Introduction Seed investments serve as a critical lifeline for early-stage startups, fueling innovation and transforming nascent ideas into operational businesses. These funds allow entrepreneurs to develop initial prototypes, conduct market research, and refine business models. However, the process of securing seed funding often involves a labyrinth of negotiations, legal agreements,

Introduction For startups and emerging businesses, achieving qualified financing is a pivotal milestone that opens the door to strategic growth and success. Qualified financing refers to a fundraising round that meets specific pre-set conditions, such as a minimum capital raise, the involvement of certain types of investors, or strict compliance

Introduction In the fast-paced world of venture capital, startups often face the dual challenge of demonstrating their innovative potential while simultaneously navigating complex regulatory landscapes. One document that stands central to this effort is the Private Placement Memorandum (PPM). This comprehensive disclosure document not only outlines the terms and risks

Introduction For startups and growing businesses, managing equity isn’t just about issuing stock; it’s about comprehending how diluted shares can affect ownership, control, and long-term strategic planning. Equity dilution occurs when additional shares are issued, either through funding rounds, employee stock options, or convertible securities, which in turn