Only Massachusetts-based applicants whose primary business fits the MassCEC definition of “clean energy” (defined in the MassCEC Enabling Legislation here), and that are currently based in, or intend to relocate to Massachusetts, are eligible to apply. Awards to applicants not currently located in Massachusetts will be contingent on proof of relocation to the Commonwealth. Detailed requirements can be found in the “Eligibility” section of the Solicitation for Applications. 

 

Since the program began, the Seed Investments Program has awarded 12 clean energy start-ups over $1.3 million in convertible notes. 6 start-ups have had successful conversion events, 6 have received subsequent investments from MassCEC, and 1 repaid its Seed Investment to MassCEC upon a subsequent fundraising round.

When is the application deadline?

The Seed Investments Program is open to applicants on a rolling basis.

When should I apply, and how long does it take to receive funding?

Apply at least 3 months before funding is needed as it will take at least 2 months to evaluate the request (if selected for an in-person pitch) and generally at least 3 months to receive the investment.

Can MassCEC provide Seed Investment funding as part of a pre-established round?

Yes, but the application process remains the same and MassCEC has to agree to the terms.

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.

Is there a conversion cap?

Yes, all Seed Investment convertible notes will have conversion caps that will be set on a case-by-case basis for each company.

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.

If I receive a convertible note investment under the Seed Investments Program, what happens when I raise a Qualified Financing?

Upon raising a Qualified Financing, the 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 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 providing 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 a Seed Investment?

You must notify MassCEC if your company no longer maintains a significant Massachusetts presence, as defined above, after receiving the Seed 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 a Seed Investment 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 then meets the “significant Massachusetts presence” requirement. Following notification of selection, 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:

• Center for Innovation and Entrepreneurship – Fall River
• CI Works - Amesbury
• Greentown Labs – Somerville
• Lever – North Adams
• MassRobotics – Boston Seaport
• North Shore InnoVentures – Beverly 
• Worcester Clean Tech Incubator – Worcester

For more information on clean energy incubators in Massachusetts, please visit our Massachusetts Clean Energy Incubators page. In addition, the Massachusetts Office of Business Development and MassEcon can provide assistance to companies relocating to Massachusetts.

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 decks
• 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 CTHRU, the Commonwealth of Massachusetts’ online database of state spending.

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/investments, or awards/investments 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 a prior MassCEC award (like Catalyst) before applying for a Seed Investment?

No. 

Can I reapply for a Seed Investment?

You can reapply to the Seed Investments Program if your company makes significant commercial progress between submitting applications, which is up to MassCEC’s discretion. However, companies cannot receive a Seed Investment more than once.