Pre-Seed Round Counsel
The pre-seed round moves fast — a SAFE signed over email, a cap set without modeling, a note with no legal review. We help founders raise their first capital with documents that won't create problems at the Series Seed or Series A.
Pre-seed is the stage where founders most often skip legal review — and the stage where early decisions are hardest to unwind. The SAFE terms you agree to now will convert into equity at your next round, and the cap table you build today is the one investors will see in diligence.
We draft SAFE instruments for founders raising from angels, pre-seed funds, and early investors. Valuation cap, discount rate, MFN clause, pro-rata rights — we advise on each term and what it means when the SAFE converts at your next priced round.
When the round calls for a note rather than a SAFE, we handle the complete package: principal amount, interest rate, maturity date, conversion mechanics, and the security instrument. We advise on how the note interacts with future SAFE holders and priced round investors.
Before the first check, your company needs to be structured correctly. Delaware C-corp formation, founder equity issuance, restricted stock with vesting schedules, IP assignment agreements, and 83(b) elections — we handle the full setup or clean up an existing structure that was done without counsel.
We model the full post-conversion cap table: every outstanding SAFE and note converting at cap and discount, new investor shares, and option pool. You see your actual post-dilution ownership before the round closes — not when the Series Seed term sheet arrives and the math surprises you.
Rolling pre-seed raises often involve investor-specific side letters or SAFE amendments. We draft and negotiate most-favored-nation clauses, pro-rata rights, and information rights provisions — and manage the mechanics of maintaining consistency across multiple instruments.
The pre-seed decisions that create the most problems are the ones that were never reviewed before the next round started. We advise founders on what their pre-seed instruments mean for their Series Seed or Series A: how they convert, what investors will ask in diligence, and what to fix before you go out.
Pre-seed is the stage where the SAFE or convertible note terms you accept will follow your company into every future round. A SAFE with a low cap and no MFN protection will convert at terms that significantly dilute founders if the company raises at a higher valuation. A cap table built without proper modeling can produce conversion math that no one anticipated — including your next investor.
Entity setup errors at the pre-seed stage are also common and expensive to fix later. Missing 83(b) elections, IP that was never formally assigned to the company, founder equity that was issued incorrectly, and share counts that don't match the cap table — these are the issues that surface in Series A diligence and slow or kill deals.
Getting pre-seed legal right does not require a large firm or a large bill. It requires counsel who understands the documents, knows what converts into what, and can advise founders efficiently. That is what we do.
Tell us where you are and we'll schedule a conversation. No commitment required.