What is a convertible note?
A convertible note is a financial instrument that is initially provided as a loan with accruing interest and, upon obtaining a Qualified Financing or other funding milestone, the loan converts into an equity stake in the company. If a Qualified Financing or other funding milestone is not reached prior to maturity of the loan, MassCEC will elect to either collect on the principal and interest due, or convert its loan into equity at the then current fair market value.
Is there a conversion cap?
Yes, all AccelerateMass convertible notes will have conversion caps that will be set on a case-by-case basis for each company.
If I am awarded a convertible note investment under AccelerateMass, what happens when I raise a Qualified Financing?
Upon raising a Qualified Financing, the AccelerateMass convertible note will convert into the same equity security issued in that Qualified Financing. The number of shares that the note converts into will be based on the lower of the price per share related to the conversion cap, or the share price of that round taking into account a tiered, time-based discount, and accrued interest. At that time, MassCEC becomes an equity holder in the company and has rights similar to other investors.
What is a Qualified Financing?
A Qualified Financing is any sale of the company’s capital stock or other equity interests in a single transaction or series of related transactions amounting to $750,000 or more.
What if I raise a Qualified Financing before I apply for or receive my Phase 2 investment?
A Qualified Financing is a significant milestone and may demonstrate investor/commercial traction. Therefore, if you raise a Qualified Financing before receiving a Phase 2 investment, you may submit a Phase 2 Application and MassCEC will consider awarding the Phase 2 convertible note investment immediately prior to the closing of the Qualified Financing or investing the Phase 2 amount directly in the Qualified Financing securities. The Phase 1 convertible note investment and any Phase 2 convertible note investment would convert into the securities issued in the Qualified Financing.
What does the “significant Massachusetts presence” requirement mean?
You must have a majority of the following offices based in Massachusetts (as applicable) in order to have a “significant Massachusetts presence”:
- Company headquarters
- Primary research and development operations
- Primary sales and marketing office
- Primary manufacturing operations
What if my company decides to move outside of Massachusetts after receiving an AccelerateMass investment?
You must notify MassCEC if your company no longer maintains a significant Massachusetts presence, as defined above, after receiving the AccelerateMass investment. In the case of out-of-state relocation, the investment is subject to redemption by MassCEC.
What if my company is not currently located in Massachusetts, but is interested in relocating there?
Out-of-state companies are eligible to apply for AccelerateMass if they are seriously considering a move to Massachusetts. Part of our Phase 1 review process will be to gauge the company’s commitment to relocating. Disbursal of a Phase 1 investment will be contingent on proof that the company now meets the “significant Massachusetts presence” requirement. Following notification of award, companies will be given a 3-month grace period to provide proof of relocation.
Can MassCEC assist companies in relocating to Massachusetts?
Ultimately, companies are responsible for finding their own space in Massachusetts. However, there are numerous incubators in the Commonwealth that may be a good fit for companies at this stage, including:
For more information on clean energy incubators in Massachusetts, please visit our Massachusetts Clean Energy Incubators page.
My application contains sensitive materials. What is MassCEC’s policy on confidentiality?
As a public entity, MassCEC is subject to Massachusetts' Public Records Law, codified at Chapter 66 of the Massachusetts General Laws ("Public Records Law"). Any documentary material, data, or other information submitted to MassCEC are presumed to be public records. An exemption to the Public Records Law may apply to certain records, including materials that fall under certain categories under a statutory or common law exemption, including the limited exemption at Massachusetts General Laws Chapter 23J, Section 2(k) regarding certain types of confidential information submitted to MassCEC by an applicant for any form of assistance.
In line with Public Records Law requirements and with regard to companies in which MassCEC makes equity and debt investments, MassCEC generally considers the following types of information as confidential:
- Board meeting minutes
- Capitalization table
- Budgets and financial projections
- Current and historical financial Statements
- Confidential Information contained in pitch deck
- Term sheet(s)
- Investment transaction documents
- Details of strategic partnership or exclusivity agreements (if not already public)
- Customer contracts
- Supplier contracts
- Technical product drawings or descriptions
- Employee agreements
- Details of fundraising history (major investors, pre- and post-money valuations, etc.) (if not already public)
- Product pricing
- Sales pipeline
- R&D roadmap
- Profitability margins
Further, MassCEC shall have the right to disclose the name of any payee, the amount of the investment, and any other information it may deem reasonably necessary on C THRU, the Commonwealth of Massachusetts’ online database of state spending.
If I have already received a Phase 1 investment under AccelerateMass, and have since completed another accelerator program, am I eligible to apply for a second Phase 1 investment?
No, prior Phase 1 awardees are not eligible to receive additional Phase 1 investments.
Can I apply to more than one MassCEC program/funding opportunity at one time?
Yes, you can apply to (and receive) support from more than one MassCEC program at a time, though simultaneous awards, or awards made in short succession, are unlikely as we look for demonstrated progress under previous awards. MassCEC has the right to consider applicants for none, only one, or more funding opportunities and will not make more than one award for a single scope of work. MassCEC reserves the right to disqualify applications which have not been compliant with previous MassCEC awards.
Do I need to receive another MassCEC award (like Catalyst) before applying to AccelerateMass?
No. There is only one pre-requisite for AccelerateMass: applicant companies must have completed an eligible accelerator program in the year they are applying to AccelerateMass, or be actively participating in an accelerator program at the time of application (in this case the AccelerateMass award would be contingent on accelerator program completion).
Can I wait to apply to a later AccelerateMass cycle?
No. Companies that do not apply in the year they participated in an eligible accelerator program will NOT be eligible to apply in future cycles.
Can I re-apply to AccelerateMass?
You can reapply to AccelerateMass if your company completes another accelerator program, however, companies cannot receive an AccelerateMass award more than once.
What is the purpose of a Primary Advisor?
Startup teams are often small and have varied levels of entrepreneurial, business, industry, and technical experience. The purpose of a Primary Advisor is to provide guidance, insight, and support to companies as they work towards commercialization. A Primary Advisor should bring value to companies, for example, by providing support as companies develop their technology, product, and business, expand their team and network, seek capital/financing, and more.
Does my Primary Advisor need to be based in Massachusetts?
No, your Primary Advisor does not need to be based in Massachusetts.
Does MassCEC have a list of recommended advisors or mentors?
No, MassCEC does not have a list of advisors or mentors.
Can MassCEC match me with an advisor, mentor, or team member?
MassCEC does not match companies with advisors, mentors, or team members/hires. On occasion we may know of someone who could be a good resource for a company, however, we do not actively match startups with advisors, mentors, or team members/new hires.