The Term Sheet is not a commitment to invest, and is conditioned on the completion of the conditions to closing set forth.
Wisconsin Term Sheet — Series A Preferred Stock Financing of a Company refers to a legal document outlining the terms and conditions of a financial agreement between a company and investors during the initial stages of fundraising. In this context, "preferred stock" represents a type of stock that offers certain advantages and privileges to its holders over common stockholders. The Wisconsin Term Sheet typically consists of various clauses and provisions that govern the relationship between the company and the investors. It serves as a starting point for negotiations and helps parties reach a mutually beneficial agreement. Here is a breakdown of key components often found in a Wisconsin Term Sheet for Series A Preferred Stock Financing: 1. Valuation and Investment Amount: The term sheet outlines the pre-investment valuation of the company along with the amount of preferred stock to be purchased by the investors. It defines the total investment amount, the price per share, and the percentage ownership the investors will receive. 2. Liquidation Preference: This provision safeguards the investor's investment in case of a company liquidation or exit. It determines whether the investors will receive their investment back with a specific priority before other stakeholders or if they will share proportional proceeds alongside other shareholders. 3. Dividends: The term sheet may address dividend rights, allowing preferred stockholders to receive dividends before common stockholders. It may specify the dividend rate or describe any accruing or cumulative features. 4. Anti-Dilution Protection: This clause protects investors in the event of subsequent lower-priced fundraising rounds. It ensures that if the company issues new shares at a lower price per share, the existing investors' ownership percentage is adjusted, or they are issued additional shares to maintain their proportional equity. 5. Board Representation: The term sheet might specify whether investors will be granted a seat on the company's board of directors. This allows investors to actively participate in strategic decision-making and helps protect their interests. 6. Protective Provisions: These provisions grant investors certain rights and veto powers to safeguard their investment. They may include restrictions on major corporate actions such as significant asset sales, mergers, or changes to the company's charter or bylaws. 7. Right of First Offer or Preemptive Rights: Investors may be given the opportunity to participate in future fundraising rounds to maintain their ownership percentage before new investors are included. This provision ensures existing investors can avoid dilution. 8. Registration Rights: If the company plans to go public, the term sheet may outline the investors' rights to register their shares for sale in an initial public offering, enabling them to freely sell their stock. While the Wisconsin Term Sheet — Series A Preferred Stock Financing covers general provisions, it is important to note that variations in legal terminology and specific terms may exist between different companies or industries. Entrepreneurs and investors should consult legal professionals to ensure the comprehensive inclusion of terms relevant to their unique circumstances.
