Advanced Subscription Agreement Generator for 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."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Industries

Securities Laws: Primary securities regulations including Securities Act of 1933 (particularly Regulation D), Securities Exchange Act of 1934, State 'Blue Sky' laws, and Regulation Crowdfunding

Corporate Laws: State-specific corporation laws including Delaware General Corporation Law and other state-specific regulations depending on incorporation location

Investment Company Act: The Investment Company Act of 1940 which regulates investment companies and ensures compliance with investment structure classifications

Tax Laws: Federal Internal Revenue Code, state tax regulations, and JOBS Act provisions that affect the tax treatment of advanced subscriptions

Consumer Protection Laws: Federal and state consumer protection statutes, including Truth in Lending Act where applicable

Contract Laws: State-specific contract laws and Uniform Commercial Code provisions that govern contract formation and enforcement

Electronic Signature Laws: ESIGN Act and Uniform Electronic Transactions Act (UETA) governing electronic signature validity and enforcement

Anti-Money Laundering Laws: Bank Secrecy Act and USA PATRIOT Act requirements for preventing money laundering and ensuring proper investor verification

Data Privacy Laws: State-specific privacy laws and federal privacy regulations governing the handling of investor data and personal information

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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