CounselX P.C.
Startup & Growth Financing
Seed rounds, SAFEs and convertible notes, priced rounds, bridge financings, and bank and lender financing, for the companies raising money and the investors funding them.
Umar Farooq leads every matter.
Nineteen years of practice. More than a thousand companies advised since 2012.
Get in touchOverview
Raise on terms you can live with.
Early financing terms follow a company for years. A valuation cap, a liquidation preference, a covenant, or a conversion mechanic agreed in a hurry becomes the baseline for every round that follows. CounselX helps founders choose the right instrument, negotiate the terms that actually matter, and close cleanly, whether the money is coming from angels, a venture fund, or a lender.
How we help
How CounselX can help
01
Seed rounds, SAFEs, and convertible notes
Choice of instrument, caps and discounts, side letters, and closing mechanics for the first money in.
02
Priced rounds
Term sheets, charter amendments, stock purchase and investor rights agreements for Series Seed, Series A, and later rounds, negotiated opposite institutional investors.
03
Bridge financings
Convertible bridge notes between rounds, including pricing, conversion, and maturity terms.
04
Bank and lender financing
Term loans, lines of credit, equipment financing, and receivables financing, reviewed and negotiated for the borrower.
05
Venture debt and alternative lenders
Alternative lending platforms, convertible and secured notes, and the subordination and intercreditor terms when more than one lender is involved.
06
Cap table and equity records
Stock issuances, 83(b) elections, option pools and equity incentive plans, and cap table cleanup before a round.
07
Securities compliance for the raise
Regulation D exemption, accredited investor confirmation, and Form D and state notice filings as part of closing.
08
Investor-side review
Reviewing financing terms for angels and private investors putting money into a company.
Tax, including QSBS, securities work beyond Regulation D exemptions, Regulation CF, placement-agent and broker-dealer issues, and the law of states other than New York and the District of Columbia are coordinated with specialists.
The rules
Where the rules vary
How a financing has to be papered depends on who is investing, how the company reaches them, and what a lender is lending against. These are starting points, not a complete list.
Private placements and Regulation D
Most startup rounds rely on the Rule 506(b) exemption, which allows an unlimited amount from accredited investors but limits non-accredited investors and prohibits general solicitation. Rule 506(c) permits advertising the raise if the company verifies that every investor is accredited.
SEC investor bulletin on private placementsForm D and state notices
A company relying on Regulation D files a Form D notice with the SEC within 15 days of the first sale, and many states require their own notice filings and fees. The filing is part of closing, not an afterthought.
SEC: filing a Form D noticeSecured lending
A lender's security interest in company assets is governed by Article 9 of the Uniform Commercial Code as adopted in each state. What is pledged, how the lien is perfected, and what the lender can do on default vary with the collateral and the state.
Uniform Law Commission: the Uniform Commercial CodeWorking together
Working together
Project
A single round, note, or loan is handled as a Project, priced from the documents once the term sheet or lender's proposal is in hand. The term sheet stage and the definitive documents can be priced as separate phases.
Get in touchOutside General Counsel
Companies that raise regularly, or carry investor and lender reporting obligations between rounds, may fit Outside General Counsel.
Explore ongoing counselTax and specialist securities advice are separate.
Experience
Representative experience
Series A financing
Represented a healthcare technology company in its Series A, negotiating opposite a national venture firm.
Seed rounds and SAFEs
SAFEs with pre-money caps and discounts, convertible notes, and seed rounds for founder-led companies.
Equity records before the raise
Stock issuances, 83(b) elections, equity incentive plans, and cap table cleanup ahead of financings.
Seller-financed note
Drafted the demand note, personal guaranty, and security agreement securing a deferred purchase price on a business sale.
Equipment financing
Advised an electric vehicle infrastructure business on its equipment financing program.
Intercompany financing
Intercompany arrangements for groups with a US and a foreign entity, with tax coordinated separately.
Revolving credit facility
Represented a borrower on a $1 million revolving line of credit and a companion balance-sheet support facility, including collateral assignments, an equity pledge, and non-recourse guaranty terms.
Healthcare provider refinancing
Represented a healthcare provider on a revolving credit and security agreement of about $2.5 million from a strategic lender, refinancing existing debt and funding working capital, with member guaranties and a second-lien subordination agreement.
Cross-border bank facility
Acted as US counsel to the US guarantor affiliate in a Canadian bank's CAD $5.7 million credit facilities, delivering the US legal opinions and corporate approvals and reviewing the US security agreement and guaranty.
Alternative lender arrangements
Negotiated credit line and security documents, payoff terms, and intercreditor and subordination arrangements for a company borrowing from alternative lending platforms.
Senior and junior creditors
Represented a technology company on a senior trade-credit note, a junior secured line of credit and convertible note, and the subordination agreement between them.
Client matters are described without identifying details. Prior results do not guarantee a similar outcome.
See representative mattersQuestions
Common questions
Should we use a SAFE or a convertible note?
It depends on your investors, your timing to a priced round, and what each side is used to. Both defer valuation, but they differ on interest, maturity, and what happens if no round follows. Working out which fits is part of the engagement.
Do you use standard financing documents?
Yes. Investors expect market-standard paper. A SAFE round usually uses Y Combinator’s forms, a priced seed round often uses a lighter seed preferred set such as the Series Seed documents, and a Series A and later rounds usually use the NVCA model legal documents. Part of the work is matching the documents to the round and the investors, then negotiating the terms that matter.
Do you represent the company or the investors?
Mostly companies, but either, subject to conflict review. The engagement states which side is represented. Company and investors need separate counsel on the same round.
Can you handle the Form D and state filings?
Yes. They're coordinated as part of closing, and state filing fees are paid by the client directly.
Do you negotiate with the lender?
Yes, on the borrower's side: covenants, security and guaranties, events of default, prepayment, and reporting obligations, so the loan fits how the business actually operates.
Do you handle crowdfunding or public offerings?
No. Regulation CF offerings, Regulation A, and registered offerings require specialist securities counsel, which CounselX can help coordinate.
What does a financing cost?
It's priced from the documents once the term sheet or lender's proposal is in hand, usually as a fixed fee for the round or loan, with later phases quoted separately. A short call to confirm scope comes first.