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June 25, 2025

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Because signing is only the start.

Category: Venture Investing
Read Time: 4 minutes

You’ve got a signed term sheet. Congrats. But don’t relax just yet — the path from signing to closing is where things often fall apart.

The usual culprits:

  • Misaligned expectations around timelines and diligence
  • Loose language that creates room for re-trades
  • Late-stage surprises from investors or counsel

A clean term sheet doesn’t guarantee a clean close. At HVA, we keep founders and funds ahead of the curve — flagging issues early and making sure execution matches intent.

June 25, 2025

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dark office

Emerging managers, this one’s for you.

Category: Fund Formation
Read Time: 3 minutes

Your pitch deck’s tight. Your track record’s solid. But when it comes to raising a fund, LPs aren’t just investing in numbers — they’re investing in trust.

Here’s what matters more than most GPs realize:

  • Your story: Why you, and why now?
  • Your model: Are the fees, economics, and thesis clear and aligned?
  • Your relationships: Warm intros matter. But so does a reputation for execution.

We’ve helped launch dozens of funds. The ones that get traction? They’ve built credibility before the pitch. They know what LPs are really evaluating — and they’ve closed the gaps before stepping into the room.

June 25, 2025

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dark moody business office

Liquidity without losing leverage.

Category: Secondaries
Read Time: 4 minutes

Selling early can be smart — but it’s never simple. Founders often approach secondaries as a quick win, only to realize how much leverage and narrative can be lost if terms aren’t strategic.

Here’s the key: secondaries aren’t just about liquidity. They’re about control.

Key Considerations:

  • Who’s buying? Are they aligned with your long-term vision?
  • What are you giving up? Voting rights, board seats, or control preferences can all shift in a secondary.
  • What message does it send? To investors, employees, and the market.

Done right, a secondary gives you breathing room without signaling you’re stepping back. At HVA, we help founders structure secondaries that protect both their cap table and their story.

June 25, 2025

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How standard clauses can quietly erode your cap table — and what to do about it.

When you’re raising capital, the fine print rarely gets the spotlight. But anti-dilution provisions — often buried deep in a term sheet — can have a lasting impact on your cap table and control.

These clauses are designed to protect investors if your valuation drops in future rounds. Sounds fair, right? Sometimes. But not always.

What Is Anti-Dilution, Really?

At its core, anti-dilution protects an investor’s ownership from being diluted in a “down round” — when a future raise happens at a lower valuation than the previous one.

There are two main types:

  • Full Ratchet: Converts all prior shares as if they were purchased at the new, lower price. Extremely founder-unfriendly.
  • Weighted Average: Adjusts based on how many shares are being issued and at what price. More common — but still needs close scrutiny.

Where It Becomes a Problem

Anti-dilution clauses seem harmless when your company’s growing fast. But if the market turns, if timelines stretch, or if your next raise takes a valuation hit, these protections kick in — and often not in your favor.

We’ve seen:

  • Founders lose significant equity overnight
  • Later-stage investors renegotiating hard based on early anti-dilution terms
  • Employee option pools get squeezed without warning

What to Do About It

You don’t have to accept boilerplate. Smart negotiating up front can save serious pain later on.

Here’s what we recommend:

  • Push for a capped weighted average formula — it softens the blow without creating major risk for investors.
  • Tie anti-dilution to milestones or timelines — not just valuation alone.
  • Ask questions. Don’t let “standard terms” go unchallenged. There’s no such thing in venture.

Final Thoughts

Anti-dilution isn’t about paranoia — it’s about awareness. Founders who understand these terms early are better positioned to protect what they’ve built.

At Hartman Venture Advisors, we help founders and funds negotiate with clarity, not confusion — and we know the difference between protections that are fair and ones that quietly kill future upside.

June 25, 2025

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