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Startup Glossary

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without seeking permission from TLV Partners.

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Acqui-hire Anti-dilution protection
One company’s acquisition of A provision used to ensure that
another for the primary purpose investors are not penalized
of hiring its employees, rather when companies are undergoing
than for the intrinsic value of the additional financing. An anti-
business itself. dilution provision protects an
investor from dilution resulting
Acquisition from later issues of stock at a lower
When one company buys a price than the investor originally
controlling stake in another paid. These may give investors
company. Can be friendly (agreed preemptive rights to purchase new
upon) or hostile (no agreement). stock at the new offering price.
Examples include broad-based
Advisory Board Weighted Average Ratchet, Narrow-
A group of external advisors to a Based Weighted Average Ratchet,
portfolio company. Less formal and Full Ratchet Anti-Dilution.
than a Board of Directors.
ARR
Agile (Annual Recurring Revenue)
A philosophy of software The recurring subscription-based
development that promotes revenue which software as a
incremental development and service/platform as a service,
emphasizes adaptability and (SaaS/PaaS) based companies
collaboration. receive annually; also known as the
run rate.
Alpha Test
Internal testing, of a pre-production B2B (Business to business)
product, typically on a controlled This describes a business that is
basis, with the objective of targeting another business with its
identifying functional deficiencies product or services. B2B technology
and design flaws. is also sometimes referred to as
enterprise technology.
Angel investor
An individual who provides a small
amount of capital to a startup for B2C (Business to consumer)
a stake in the company. Typically This describes a business that is
precedes a Seed Round and usually selling products or services directly
happens when the startup is in its to individual customers.
infancy.

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Benchmark Budget
The process by which a startup An estimation of revenue and
company measures its current expenses over a specified future
success in relation to the industry period of time that is compiled and
standard. An investor measures a re-evaluated on a periodic basis.
company's growth by determining
whether or not it has met certain Burn Rate
benchmarks. The rate at which a company
expends net cash over a certain
Board of directors period, usually a month.
A group of influential individuals,
elected by stockholders, chosen to CAC (Customer Acquisition Costs)
oversee the affairs of a company. A The cost associated with convincing
board typically includes investors a customer to buy a product/
and mentors. Investors typically service. This cost is incurred by the
require a board seat in exchange organization to convince a potential
for an investment in a company. customer. This cost is inclusive of
the product cost as well as the cost
Bootstrapped involved in research, marketing,
A company is bootstrapped when and accessibility costs.
it is funded by an entrepreneur's
personal resources or the Cap
company's own revenue. Evolved Refers to a "cap" placed on
from the phrase "pulling oneself investor notes in a bridge loan.
up by one's bootstraps." Entrepreneurs and investors agree
to place a cap on the valuation of
Bridge loan/ Convertible debt the company where notes turn
When a company borrows money to equity. This means that the
with the intent that the debt valuation of the company during
accrued will later be converted to the time where the bridge converts
equity in the company at a later to equity will not be higher than the
valuation. This allows companies agreed upon valuation (the ”cap”).
to delay setting the valuation while
raising funds in their early stages. Capital
Most bridge loans will have a built- For start-ups, it is mainly
in discount and sometimes a cap. monetary assets available for use.
SAFE loans are a convertible Entrepreneurs raise capital to start
debt with favorable terms for the a company and continue raising
founders. capital to grow the company.

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Capital under management with a site's offerings or services in
The amount of capital, or financial a given day.
assets, that a venture firm is
currently managing and investing. Dilution
Issuing more shares of a company
Capitalization Table dilutes the value of holdings of
A table depicting the quantity of existing shareholders. Dilution
shares or unit ownership which is a reduction in the percentage
is held by each investor in a ownership of a given shareholder
corporation, typically including in a company caused by the
founders' equity, investor equity, issuance of new shares.
and advisor/employee stock
option pools. Disruption
Also known as disruptive
Common Stock innovation. An innovation or
A class of ownership that has lower technology is disruptive when it
claims on earnings and assets "disrupts" an existing market by
than preferred stock. It is riskier doing things such as: challenging
to own common stock because, in the prices in the market, displacing
the event of liquidation, common an old technology, or changing the
stock shareholders are the last to market audience.
claim rights to assets.
Down-round
Corporate Venture When the valuation of a company
An investment from one at the time of an investment round
corporation in another, typically is lower than its valuation at the
at an early stage for strategic conclusion of a previous round.
reasons.
Due diligence
Crowdfunding An analysis an investor makes
The process of raising financial of all the facts and figures of a
support for a venture via smaller potential investment. Can include
amounts from many investors an investigation of financial
(“the crowd”), rather than the records and a measure of potential
alternative pattern of larger ROI. A typical DD will include
amounts from a smaller number DD on the founders (reference
of supporters. and interviews), market analysis
(customer feedback and market
DAU (Daily Active Users) sizing), technology deep dive,and
Distinct website users who engage legal and financial analysis (going

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over the budget). certain period of time to serve as
an incentive for employees to build
Elevator Pitch long-term value for the company.
An elevator pitch is a brief ESOPs represent the most common
presentation, typically 30 – 60 form of equity compensation.
seconds in duration, presenting the
entrepreneur’s concept/solution, Exit
business model, “go to market” The method by which an investor
strategy, and value proposition to and/or entrepreneur intends to
potential angel or venture capital sell their shares in the company,
investors, in order to obtain the thus "exit" their investment in a
attention of the investors such that company. Common ways to exit
they are compelled to learn more are an IPO or buyout from another
about the opportunity. company. Entrepreneurs and VCs
often develop an "exit strategy"
Enterprise while the company is still growing.
Typically refers to a company or
business which has at least 1,000 Flat Round
employees and more than $1B in An investment round in which the
annual revenues. pre-money valuation of a startup’s
round is the same as its post-
Entrepreneur money valuation from the previous
An individual who starts a business round.
venture, assuming all potential risk
and reward for him or herself. Incubator / Accelerator
A private legal entity, for profit,
Equity financing that supplies its portfolio
The act of raising capital by selling companies with the following:
off shares of a company. All VC work environment, administrative
rounds are equity financing. Also, services, technological & business
an IPO is technically a form of guidance, and legal & regulatory
equity financing. assistance, in exchange for equity
in the company.
ESOP (Employee stock ownership In Israel, the office of the chief
plan) scientist has a technological
A plan established by a company incubator program. The primary
whereby a certain number of goal of the program is to transform
shares is reserved for purchase innovative technological ideas, that
and issuance to key employees. are too risky and in too early a stage
Such shares usually vest over a for private investments, into viable

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startup companies. The incubation
term of a project in a technological Milestones
incubator is approximately two A set of goals which could be
years and the total budget for the financial or business that the
two-year term ranges from US company targets for a given period
$500,000 to US $800,000. of time. Sometimes VCs will use
milestones to determine whether
IPO - Initial public offering they will keep financing the
The first time shares of stock in a company.
company are offered on a securities
exchange or to the general public. MRR
At this point, a private company (Monthly Recurring Revenue)
turns into a public company (and is Income that a company can reliably
no longer a startup). anticipate every month.

Lead investor NDA


A venture capital firm or individual (Non-disclosure agreement)
investor that organizes a specific An agreement between two parties
round of funding for a company. to protect sensitive or confidential
The lead investor usually invests information, such as trade secrets,
the most capital in that round. Also from being shared with outside
known as "leading the round." parties.

Liquidation preference Oversubscription


Liquidation preference determines Occurs when demand for shares
the payout order in case of a exceeds the supply or number of
corporate liquidation. More shares offered for sale. This occurs
specifically, liquidation preferences when a deal is in great demand
are frequently used in venture because of the company’s growth
capital contracts to specify which prospects.
investors get paid first and how
much they get paid in the event PaaS (Platform as a Service)
of a liquidation event, such as the A cloud computing service category
sale of the company. which provides a foundation upon
which customers can develop,
MAU (Monthly Active Users) operate, and manage multiple
Distinct website users who engage app functionalities without the
with a site's offerings or services in need to develop the underlying
a given month. infrastructure.

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Pay-to-Play Post money valuation
Provisions designed to provide a The post-money valuation refers
strong incentive for investors to to the pre-money valuation plus
participate in future financings. the cash added to the company
In their simplest form, such during that specific investment
provisions require existing round.
investors to invest on a pro rata
basis in subsequent financing Pre money Valuation
rounds or they will lose some or all A pre-money valuation is a term
of their preferential rights (such as widely used in venture capital
anti-dilution protection, liquidation industries, referring to the
preferences, or certain voting valuation of a company prior to a
rights). round of investment.

Pivot Preferred stock


The act of a startup quickly changing A class of ownership in a
direction with its business strategy. corporation that has a higher claim
For example, an enterprise server on its assets and earnings than
startup pivoting to become an common stock. Preferred shares
enterprise cloud company. generally have a dividend that
must be paid out before dividends
POC (Proof of concept) to common shareholders, and the
A demonstration of the feasibility shares usually do not carry voting
of a concept or idea that a startup rights.
is based on. In the consumer space, Preferred stock combines features
POC may mean initial traction and of debt and equity, in that it both
growth with consumers. In B2B, it pays fixed dividends and has the
may include some initial feedback potential to appreciate in price.
from potential customers or a
prototype of the product. Many Pro rata rights
VCs require proof of concept if you From the Latin 'in proportion.' A
wish to pitch to them. VC with pro rata rights gives him
or her the option of maintaining
Portfolio company his or her ownership of a company
A company that a specific venture in subsequent rounds of funding.
capital firm has invested in is Supra pro rata rights will give him
considered a "portfolio company" or her the right to increase his
of that firm. or her ownership percentage in
subsequent rounds.

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investment” refers to the proceeds
Reverse Vesting obtained from the sale of the
When founders of a company investment of interest. Because
agree that they will give back part ROI is measured as a percentage,
of their stock holdings if they leave it can be easily compared with
the company before a specified returns from other investments,
date (typically four years). This allowing one to measure a variety
is usually required by investors, of types of investments against
and a good thing for founders one another.
themselves in the case of multiple
founders. Round
Startups raise capital from VC firms
Right of First Refusal in individual rounds, depending
A right to enter into a business on the stage of the company. The
transaction before others. For first round is usually a Seed round
example, preferred stockholders followed by Series A, B, and C
have the right to purchase rounds if necessary.
additional shares issued by the
company. The right of first refusal Runway
gives the holder the right to How long a startup can survive
meet any other offer before the before it goes broke; that is,
proposed contract is accepted. the amount of cash in the bank
divided by the burn rate.
ROI - (return on investment)
This is the much-talked-about SAAS (Software as a Service)
"return on investment." ROI is A cloud based software application
the measure used to evaluate where users are charged on a
the efficiency of an investment subscription basis.
or to compare the efficiency of a
number of different investments. SAFE (Simple Agreement for
ROI measures the amount of Future Equity)
return on an investment relative to A new form of funding for early
the investment’s cost. To calculate stage companies developed by Y
ROI, the benefit (or return) of an Combinator to solve a number of
investment is divided by the cost issues with traditional convertible
of the investment, and the result note financing.
is expressed as a percentage or a
ratio. Sector
The market in which a startup
In the above formula, "gain from operates. Examples include:

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consumer technology, cleantech, small businesses are usually
biotech, and enterprise technology. defined as organizations with less
Venture capitalists tend to have than $50 million in annual revenue;
experience investing in specific midsize enterprises are defined as
related sectors, and thus tend not organizations that make more than
to invest outside of their area of $50 million, but less than $1 billion
expertise. in annual revenue.

Seed Stage
The seed round is the first official The stage of a startup company’s
round of financing for a startup. development. There is no explicit
At this point, a company is usually rule for what defines each stage
raising funds for proof of concept of a company, but startups tend
and/or to build out a prototype, to be categorized as seed stage,
and is referred to as a "seed stage" early stage, mid-stage, and late
company. stage. Most VC firms only invest in
companies in one or two stages.
Series Some firms, however, manage
Refers to the specific round of multiple funds geared toward
financing a company is raising. For different stage companies.
example, company X is raising their
Series A round. Startup
A company in the early stages of
SMB (Small Midsize Business) operation. Startups are usually
A business which, due to its size, seeking to solve a problem or
has different IT requirements—and fill a need, but there is no hard-
often faces different IT challenges— and-fast rule for what makes a
than do large enterprises, and startup. A company is considered a
whose IT resources (usually startup until they stop referring to
budget and staff) are often highly themselves as a startup.
constrained. The attribute used
most often to define business size Term sheet
is number of employees; small A non-binding agreement that
businesses are usually defined as outlines the major aspects of
organizations with fewer than 100 an investment to be made in a
employees; midsize enterprises company. A term sheet sets the
are those organizations with 100 to groundwork for building out
999 employees. The second most detailed legal documents.
popular attribute used to define
the SMB market is annual revenue:

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Up-round Venture Lending / Debt financing
When the valuation of a company When a company borrows money
at the time of an investment round from investors with the promise
is higher than its valuation at the that the debt will be repaid with
conclusion of the previous round. interest and/or equity; the interest
rate may be quite high. There are
Valuation special groups that specialize in
The process by which a company's venture lending – VCs will rarely
worth or value is determined. give a venture loan.

Venture capital Vesting


Venture capital is financing that A process in which you “earn” your
investors provide to startup stock over time. The purpose of
companies and small businesses vesting is to grant stock to people
that are believed to have long- over a fixed period of time so they
term growth potential. For startups have an incentive to stick around.
without access to capital markets, A typical vesting period for an
venture capital is an essential employee or founder might be
source of money. Risk is typically three to four years, which would
high for investors, but the downside mean they would earn 25% of
for the startup is that these venture their stock each year over a four
capitalists usually get a say in year period. If they leave early, the
company decisions. unvested portion returns back to
the company.
Venture capitalist
An individual investor, working for Vesting Schedule
a venture capital fund that chooses A timetable and methodology
to invest in specific companies. under which a startup releases
Venture capitalists typically have a shares to employees, management,
focused market or sector that they founders, advisors, board
know well and invest in. members, and other company
stakeholders.

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