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 Handling MFNs in Carta

Edward Devinney's profile image
Edward Devinney posted 02-17-2024 13:52

Hi all - we set up our Friends and Family round to be as fair as possible to everyone, using uncapped convertible notes with an MFN clause. We won't offer MFN in any later round.

We initially set the interest rate and change of control premium to be pretty low, expecting that the MFN will ensure that by the end of the round we're closer to being right for all parties. 

Now that we've had some negotiation, we have existing investors ready to take up the new terms. The way to handle this in Carta seems to be to amend the details and include the updated note and terms sheet. This generates a notification to the investor but there's no gathering of consent or another signature. If we were doing this on paper we'd have a signed amendment to go with the signed note. We have a paper trail of offering the latest terms and their acceptance by the investor, which may be enough, but maybe there's a better way to do this?