What is a Qualified Financing Round for Startup Founders

When raising venture capital, startup founders will likely come across the term “qualified financing round.” As a founder, understanding the concept of a qualified financing round is crucial to navigating your fundraising journey. This blog will provide a comprehensive overview of what a qualified financing round is, its implications, and how it impacts your startup’s fundraising process.

Definition of a Qualified Financing Round

A qualified financing round is a specific milestone in a startup’s fundraising process, typically defined in convertible notes or SAFE (Simple Agreement for Future Equity) agreements. It refers to a future equity financing round that meets certain criteria agreed upon by the startup and its early-stage investors.

This is usually in a priced round of equity fundraising where startups raise above a certain dollar threshold. This threshold is generally $1 million but could be as low as $250,000, depending on the deal and investor requirements.

Note that the threshold amount includes only new money invested in the company and it is not the amount being converted.

Key Components of a Qualified Financing Round

The main components that define a qualified financing round typically include:

  • Minimum Investment Amount: The total amount of capital raised in the financing round should exceed a specified threshold.
  • Type of Securities Issued: The round should involve the issuance of a particular class of preferred stock with specified rights and preferences.
  • Investor Participation: The round may require participation from new, qualified investors, often institutional investors like venture capital firms.

Implications of a Qualified Financing Round

A qualified financing round has several implications for both the startup and its investors:

  • Conversion of Convertible Notes or SAFEs: When a qualified financing round occurs, outstanding convertible notes or SAFEs typically convert into equity (preferred shares) at a predetermined conversion rate.
  • Valuation Cap and Discounts: A qualified financing round establishes a valuation for the startup, which may impact early-stage investors if the agreement includes valuation caps or discounts on the conversion price.
  • Milestone Achievement: Achieving a qualified financing round often signals to the market that the startup has reached a significant milestone in its growth and has secured the support of institutional investors.

Negotiating Qualified Financing Round Terms

Startup founders should be aware of the following when negotiating the terms of a qualified financing round:

  • Threshold Amount: Set a realistic minimum investment amount that reflects your startup’s growth stage and fundraising goals.
  • Investor Qualifications: Specify the types of investors that should participate in the round to ensure alignment with your startup’s objectives.
  • Conversion Terms: Clearly outline the conversion terms, including valuation caps and discounts, to ensure a fair deal for both early-stage investors and founders.

Importance of Qualified Financing Rounds for Startups

Qualified financing rounds play a vital role in a startup’s fundraising journey by:

  1. Validating the Startup’s Business Model: A qualified financing round demonstrates to the market that reputable investors believe in the startup’s potential.
  2. Facilitating Future Fundraising: Achieving a qualified financing round can help a startup gain credibility and attract additional investors in subsequent fundraising rounds.
  3. Aligning Interests: Clearly defining the terms of a qualified financing round helps align the interests of founders and investors, ensuring a mutually beneficial relationship.

What Happens to a Convertible Note at a Qualified Financing?

When a startup reaches a qualified financing, the outstanding convertible notes typically convert into equity, usually in the form of preferred shares. This conversion occurs according to the terms specified in the convertible note agreement. Here’s a general overview of what happens to a convertible note at a qualified financing:

  1. Conversion Trigger: A qualified financing event, as defined in the convertible note agreement, serves as a trigger for the conversion of the convertible notes into equity. The agreement specifies the minimum investment amount and other conditions that must be met for the financing round to be considered qualified.
  2. Conversion Price: The conversion price is the price at which the convertible notes convert into preferred shares. This price is often determined by applying a discount to the per-share price of the preferred stock in the qualified financing round, or by using a valuation cap, or sometimes a combination of both.

    a. Discount: The discount is a percentage reduction applied to the price per share of the preferred stock issued in the qualified financing round. For example, if the discount is 20%, and the price per share in the qualified financing is $1.00, the conversion price for the convertible note holder would be $0.80 per share.

    b. Valuation Cap: The valuation cap sets an upper limit on the valuation at which the convertible notes convert into equity. If the startup’s pre-money valuation in the qualified financing round is higher than the valuation cap, the conversion price is calculated based on the cap rather than the actual valuation.

  3. Conversion Ratio: The conversion ratio is the number of preferred shares that the note holder will receive for each dollar invested in the convertible note. The conversion ratio is calculated by dividing the principal amount of the convertible note (plus any accrued interest) by the conversion price.
  4. Equity Issuance: Once the conversion price and conversion ratio have been determined, the convertible notes are converted into preferred shares, and the note holder becomes an equity holder in the startup. The specific class of preferred shares issued in the qualified financing round typically includes certain rights and preferences, such as liquidation preference, dividend rights, and voting rights.
  5. Note Cancellation: After the conversion of the convertible notes into equity, the notes are considered paid in full and are canceled. The note holder no longer has a debt claim against the startup, as their investment has been converted into equity ownership.

Examples of the legal definition used in documents

The legal definition of a “Qualified Financing Round” can vary depending on the specific terms and conditions set forth in the financing documents, such as convertible notes or SAFE agreements. Here are two examples of how a “Qualified Financing Round” may be defined in financing documents for startups:

Example 1:

“Qualified Financing Round” shall mean the first sale (or series of related sales) by the Company of its Preferred Stock following the date of this Agreement, in an equity financing or financings, pursuant to which the Company receives aggregate gross proceeds of not less than [Minimum Threshold Amount], with the primary purpose of raising capital, and which includes the participation of one or more new, unaffiliated investors.

Example 2:

Qualified Financing means the Company’s next private financing of Applicable Securities to investors (i) yielding aggregate gross proceeds (exclusive of conversion of the Note) to the Company of at least $500,000 and (ii) which does not invoke or trigger the provisions of Section 4(b) of the Debentures or Section 6(c) of the Warrants (as such term is defined in the Securities Purchase Agreement.

Example 3:

“Qualified Financing” means the closing of the Company’s next sale of its equity securities to one or more investors (other than the holders of the Notes) on or after the date of this Agreement, in a transaction or series of related transactions, the principal purpose of which is to raise capital, where the aggregate cash proceeds received by the Company in connection with such sale or sales (excluding the conversion of the Notes) is at least [Minimum Threshold Amount] and the securities issued in such sale or sales are a new class or series of the Company’s Preferred Stock.

In both examples, the definitions focus on key aspects of a qualified financing round, such as the minimum investment amount, the issuance of preferred stock, and participation from new investors. However, the specific details, thresholds, and language used can vary depending on the particular circumstances and the preferences of the involved parties.


Understanding the concept of a qualified financing round is crucial for startup founders looking to raise venture capital. By carefully negotiating the terms of a qualified financing round and considering its implications, founders can position their startups for successful fundraising and long-term growth.

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