Introduction
This article will walk you through the process of uploading Equity Financing documents that were drafted and executed outside the system. The workflow will capture the required data, update your capitalization table, and store the documents for you on the platform.
If you are looking for information about completing an Equity Financing on the system, please visit this article.
If you would prefer, our Concierge team can complete the upload process on your behalf as part of a billable engagement. Reach out to your Customer Success Manager or to our Support team to learn more about pricing and availability.
Equity Financing process
The initial documents list
Here are the documents that you will need to have handy to complete this workflow. For each document, you will have the option to Select from Data Room, Upload from Computer, or Defer Document unless otherwise indicated. Note that some of these documents will be requested during the workflow, and others have information that will be helpful as you're inputting the data about your financing:
- Stock Purchase Agreement
- Amended and Restated Charter (or Certificate of Incorporation)
- Amendment to the Stock Incentive Plan (if applicable)
- Voting Agreement
- Right of First Refusal and Co-Sale Agreement
- Investor Rights Agreement
- Board and Stockholder Consents
- Indemnification Agreements
- Legal Opinion (if applicable)
- Management Rights Letters (if applicable)
- Side Letters (if applicable)
- Term Sheet
- Pro Forma Cap Table
Updating and creating Stock Classes
Enter the terms of your newly created security. The system will ask for the following information:
The next page in this workflow will allow you to revise your company's liquidation stack.
Adding investors
Next, you will be asked to add each investor associated with this financing. You will need to know their legal name or investment entity title, the email for each investor's representative, the stock class they purchased, investment amount, and shares purchased during this financing.
Stock Certificate Legends
Next you will enter the legends that will appear on your stock certificates. Stock certificate legends are required notices to inform the shareholder that they must comply with the applicable laws and company agreements restricting the sale, transfer, or pledge of the shares. Your lawyer can advise you on which legends should be included.
Clicking on the Edit icon to the right of each class's certificate will allow you to review and add legends to your certificates.
Creating or documenting certificates
On this page, you will notice an Info Needed button next to each investor previously documented. Clicking on this button will allow you to Upload or Defer Stock Certificate(s) or Have the System Generate a Stock Certificate for This Transaction. If you decide to defer, you will still need to know the certificate number for each investor.
If this is a new class, you can start numbering the certificates at 1 and go from there. For instance, in a Series A financing, you could start with PA-1 as the certificate ID.
Management Rights Letters and other documents
Next you will upload any Management Rights Letters and any additional documents that were executed as a part of the financing, such as Indemnification Agreements or Side Letters.
Stock Incentive Plan (SIP) Details
If you have amended your SIP, you will be asked to set the new number of shares allocated in your pool. When asked to provide the amendment itself, you can select the Board Consent for the financing, assuming the approval is contained in that document.
Board structure and approval
Next, you will record any changes to your company's Board. Adding a new seat will require the following information:
This step will also ask for the Board Consent approving the transaction and related matters.
Stockholder approval and optional data upload
Next you will be asked to upload the Stockholder Consent for your financing, and then select which items below were changed in the course of the financing, so the system can capture those terms:
- Corporate Terms for Voting
- Protective Provisions
- Employee Matters
- Financing Terms
- Ownership Terms for Specific Classes
- Capture Amendment Percentages
Should you need assistance identifying what terms have changed as part of your financing, we recommend speaking with your attorney.
Next steps
Once you pass the Checkpoint screen (where you will have the option to have your attorney review the information you provided), you have finished uploading your equity financing. Your cap table has been updated, and your financing documents are stored in your Data Room.
Screenshots are for illustrative purposes only.
Fidelity Private Shares LLC provides cap table management and other administrative services to private companies and their equity compensation plans.
Fidelity Private Shares LLC
© 2024 FMR LLC. All rights reserved.
1093625.1.0