The Advanced Subscription Agreement (ASA) serves as a bridge financing tool commonly used in the United States when companies need to raise capital quickly without immediately setting a valuation. It's particularly useful for startups between formal funding rounds or companies preparing for a larger financing event. The ASA provides investors with the right to receive shares at a future date, typically at a discount to the next qualifying funding round, while giving companies immediate access to capital. This document must comply with U.S. securities regulations and typically includes provisions for conversion mechanics, valuation caps, discount rates, and investor protections.
Advanced Subscription Agreement for the United States
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Key Requirements PROMPT example:
Advanced Subscription Agreement
"I need an Advanced Subscription Agreement for my Series A-stage biotech startup to secure $2M in bridge financing from three angel investors, with a 20% discount rate and $15M valuation cap, to be completed by March 2025."
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1. Parties: Identification of the company and subscriber, including full legal names and addresses
2. Background: Context of the agreement and purpose of the advance subscription
3. Definitions: Key terms used throughout the agreement including subscription amount, qualifying funding round, and conversion mechanisms
4. Subscription Details: Amount of investment and share price/valuation mechanisms
5. Conditions Precedent: Conditions that must be met before subscription becomes effective
6. Completion: Process and timing for completing the investment
7. Warranties: Standard representations and warranties from both parties
8. Conversion Mechanics: Terms and conditions for converting the subscription into shares
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Governing Law and Jurisdiction: Specification of applicable law and jurisdiction for dispute resolution
1. Pre-emption Rights: Rights of first refusal on future share issues, used when investors request additional protection against dilution
2. Information Rights: Investor rights to company information and updates, typically included for larger investments or sophisticated investors
3. Board Appointment Rights: Rights to appoint board members or observers, included for strategic or large-scale investors
4. Most Favored Nation Clause: Provision ensuring subscriber receives best terms offered to other investors, included when requested by lead investors
5. Anti-dilution Protection: Provisions protecting investor from dilution in down rounds, included for sophisticated investors
1. Schedule 1 - Subscription Details: Detailed breakdown of investment amount and share calculation methodology
2. Schedule 2 - Company Information: Key company details including capitalization table and corporate information
3. Schedule 3 - Company Warranties: Detailed warranties given by the company regarding its business and operations
4. Schedule 4 - Deed of Adherence: Form of deed to be signed upon conversion of subscription into shares
5. Schedule 5 - Conversion Rights: Detailed terms and mechanics for conversion of the advance subscription
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