{ "media_type": "text", "post_content": "Hi Fishes, can anyone help me understand securities filing for ECVCs (in CA)? My understanding is the following: (1) you need to file 25102(f) for founders stock? (2) you need to file 25102(O) for option plans - is this when you adopt a plan or only when you first grant options (and subsequent plan increases)? (3) you need to file a Form D or comply with blue sky laws for equity financings? Thanks!", "post_id": "613d35f6d0b42a002141b89d", "reply_count": 6, "vote_count": 3, "bowl_id": "5df70ed2f7169f002b172d3f", "bowl_name": "Big Law" }

Hi Fishes, can anyone help me understand securities filing for ECVCs (in CA)? My understanding is the following: (1) you need to file 25102(f) for founders stock? (2) you need to file 25102(O) for option plans - is this when you adopt a plan or only when you first grant options (and subsequent plan increases)? (3) you need to file a Form D or comply with blue sky laws for equity financings? Thanks!

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(1) Yes if the founders are actually in California (if other states, have your paralegal do a blue sky analysis), (2) when you start issuing options and have a FMV for the common stock (so after you get a 409A valuation) and (3) it’s either or; some founders prefer you don’t file a Form D so they have the flexibility to announce their financing without it appearing on TechCrunch/Crunchbase/Strictly VC/etc. so in that case you need to do blue sky filings for all of the appropriate states. Noting for (3) that if you do blue sky, you’re relying on 4(a)(2) instead of Reg D, which shouldn’t be problematic but in case your firm opinion language needs to change or similar.

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Eww, totally agree with CA1. The FMV of the common = 30% of the prior round is an artifact of how they used to price options in the pre-Enron days and it’s stuck as a truism even though it’s no longer really the case, especially with how valuations are entering the stratosphere as of late.

This is basic secreg: all securities need to be registered or exempted. The two most common CA exemptions are below. 25102(o) - options 25102(f) - a wide variety of other securitues, incl. convertible notes' underlying shares, preferred stock, common stock. But you can also rely upon federal exemptions, some of which require filings.

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