Valuing Seed-Stage Startups

When you’re fundraising, you want to be able to confidently say “I’m raising ‘X’ at a ‘Y’ valuation.”

How do you solve for X and Y?

1. Do you have 6+ months of runway?
   • If Yes:
     • Continue to Step 2.
   • If No:
     1. Calculate the minimum investment needed to get to your next milestone.
     2. Make a list of the five investors who are most likely to give you money.
     3. Pitch all five and ask each one for the full amount needed.
        • Offer them the same valuation and terms as either their last investment or your last funding round, whichever is lower.
2. Solve for X.
   • Raise the most money that you can close in <3 months.
   • Raise at least 2x the minimum you think you need to get to your next milestone.
3. Solve for Y.
   • Use comparables from recent startup funding rounds to find your market rate.
   • Offer a 20% discount to your dream lead investor(s).
   • Close the rest of the round at or above your market rate.
     • Raise at the highest valuation where you can close the round in <3 months.

X: How much should I raise?

• How many experiments do you want to run?
• How expensive are your experiments?

In any startup, there are huge risks in your future. Your job as a seed-stage company is to identify the biggest risks and tackle them first. Money doesn’t buy you a ticket around these risks. Instead, fundraising allows your team to build experiments that attempt to solve these challenges.

At Labdoor, the most expensive part of our early operations were literally experiments – analytical chemistry assays that we used to reverse-engineer dietary supplements and energy drinks. In our pre-seed stage, we raised $250,000 from local angels, friends & family, and me. That had allowed us to build out our proof of concept – 100 simple Labdoor reports viewable on a web application.

At this point, we had seen 20K+ people use our product, were preparing to launch our first mobile application out of beta, and had clear customer metrics to guide our short-term product roadmap. We just didn’t have the cash or manpower to analyze new products or build applications faster, let alone spare a dollar for a marketing campaign.

The biggest risk for startups like ours is proving that consumers would actually use our products to successfully manage their health and safety. Our hypothesis was that if our applications could cover over 80% of product sales in the supplement market and actively engage users at scale to add their products to a ‘Labdoor Cabinet’, then we could quantitatively prove consumer demand for Labdoor.

We worked backwards from there. I calculated the expected cost of the analytical testing, weighed the value of potential hires, and worked with my team to estimate our annual marketing spend. Then I added the cost of one additional startup experiment in each category (never go all-in on the first shot), and settled at a $750K seed round.

Y: How much is my company worth?

• Pick five startups at your stage that recently closed their fundraising rounds.
• Add or subtract value based on your progress and momentum vs. theirs.
• Choose a valuation 20% lower than the average of these five values.
• Offer this valuation to your dream lead investors.

Seed-stage valuation has very little to do with the actual liquid value of your company.

It has everything to do with the market value of the convertible note or equity document that you’re selling. Can you demonstrate scarcity in the market, led by respected investors? Who is begging for participation in the round, you or your investors? And what are market conditions in your startup community?

I would suggest finding a valuation that efficiently clears the market for your target raise. If you’re raising $1,000,000, review recent successful fundraises on sites like AngelList, and honestly assess your startup relative to these companies. Startups with built-in networks, like recent YCombinator graduates, will likely raise at a higher valuation. If you have no clear path to a lead investor, consider dropping valuation below the expected average. Remember, your number one objective here is simply to put money in the bank, so don’t stress too much over 0.5%.

If forced to pin down absolute values for 2013 Silicon Valley pre-money prices, I’d label $2-3MM valuations for weak seed rounds, $4-5MM for average seed rounds, $6-7MM for ‘hot’ seed rounds, $8-10MM+ for all-star seed rounds, $20MM for Jack Dorsey (Twitter edition), and $40MM for Jack Dorsey (Square edition). And expect 50%-100% discounts for any round raised outside the SF Bay Area.

Note: One of the biggest mistakes entrepreneurs ever make is to raise a round of funding at a valuation where they would be comfortable selling the company. At this point, your incentives will be horribly mis-aligned with your early investors, who are counting on you to bring them a 10x-20x return on their investment. If you’re trying to make a $5-10MM company, don’t choose investors who are looking for $100MM+ companies. In many cases, you’ll be better off bootstrapping to profitability with a simple product or service, and building out the company on revenues. (There is absolutely no shame in this – an exit at this range will instantly put you in the top 10% of entrepreneurs.)