About Cooley’s Series Seed Fork
The original “Series Seed” equity financing document set was a collaborative effort among lawyers and investors, spearheaded by lawyer-turned-investor Ted Wang, to reduce the cost of fundraising for emerging companies by standardizing the core necessary legal documents, thereby reducing the amount of attorney time required to get to a “first draft”. While the original project did not create the concept of “Series Seed Preferred Stock,” it did provide a set of documents to the community under CC0 open source license via the Series Seed blog and in a GitHub repository that have become one of the “go-to” sets of documents for many early-stage equity financings. In addition, convertible promissory notes remain popular for early-stage financings, although to our knowledge there is no publicly available and commonly accepted “form” of convertible promissory note documents.
“Seed Note” Convertible Debt Financing Documents Series
Issuing convertible notes is one of the most popular ways for startups to raise initial seed funding. Cooley uses these documents in hundreds of transactions each year for its startup clients and believes making these documents publicly available adds efficiency to the early-stage startup funding ecosystem and provides entrepreneurs and the community at large the opportunity to collaborate to ensure they evolve with the needs of entrepreneurs and investors.
In the open source spirit of the Series Seed project, we have made available to the wider community a Seed Note package, which includes a convertible promissory note, term sheet and supporting documentation, as an addition to our “fork” of the original Series Seed equity financing documents repository. The Cooley form of convertible note has been structured so as to avoid the need for a separate note purchase agreement, thereby simplifying the documentation. The Seed Note package is available in the notes directory of our Series Seed fork on GitHub.
Series Seed Equity Documents
At the same time, we wanted to contribute back to the original Series Seed equity documents a number of refinements and features, many of which address community comments made in the original GitHub repository, since the last-released version of Series Seed equity documents (v3.2) as well as adding supporting documents (namely Board and Stockholder Consents and an Accredited Investor Questionnaire). These changes and documents may be found in the equity directory of our Series Seed fork on GitHub.
We will review suggested updates to all of this documentation, and periodically release new versions when appropriate.
Please be sure to review our repository’s README file, which includes important legal disclaimers from both Cooley LLP and the original repository owners.
Series Seed / Seed Notes Document Generation
In addition to the Markdown versions included in this repository, the Series Seed equity and notes documents are available for generation as packages via our Cooley GO Docs document generator (see links below). This system enables entrepreneurs, investors and other lawyers to create fully customized versions of these documents in a matter of minutes. We endeavor to ensure that the documents available here are kept in sync with those in the GitHub repository.
How to Contribute
Please feel free to make suggestions via pull requests or post issues in our GitHub repository. For more about how to contribute, see the repository’s CONTRIBUTING.md file.