Question: New Age Diagnostics, Inc. ( NEW AGE ) was incorporated in 2 0 1 8 with the Entrepreneurs issuing themselves 5 , 0 0

New Age Diagnostics, Inc. ("NEW AGE") was incorporated in 2018 with the Entrepreneurs issuing
themselves 5,000,000 of common shares. In 2019, NEW AGE issued SAFE Contracts and raised
$1,000,000. The SAFE Contracts had a Floor of $10 million, a Ceiling of $30 million, and would convert
into a Series A Financing of at least $10 million in new capital at a 20% discount to the Series A price.
In 2021 NEW AGE completed a Series A round of financing of $15 million by issuing a
Convertible Preferred Shares with a 1x Liquidation Preference, a Full-Ratchet Anti-Dilution Provision and
a 7% Cumulative Dividend Rate; at a Pre-Money Valuation of $35 million.
What is the Capital Structure of NEW AGE assuming that it has a Series B Term Sheet from a new VC with
$20 million of new capital in Participating Preferred Shares with a 1x Liquidation Preference, a Full-
Ratchet Anti-Dilution Provision and a 5% Cumulative Dividend Rate; at a Pre-Money Value of $65
million?
1. What is the series A price?
2. What is the SAFE conversion price?
3. How many series A shares are issued to the SAFE investors?
4. How many series B shares are issued to the series B investors?

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