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STARTUPSNAPSHOT:H EAR WH AT 400 STARTU P STH IN K ABOU T FUN DR AISI NG ,H IR IN G A ND OPERATI ON S:PR E COV ID- 19 A ND TODAYMay 2020

Our mission:Creatingtransparency inthe ecosystemA MISSED OPPORTUNITYTHIS REPORTThe startup ecosystem moves fast and breaksnew grounds. Major black swan events, likethe COVID-19 pandemic, force entrepreneursto be even more flexible and adapt morequickly to the rapidly changing times.We are proud to share the first report in thisinitiative, based on data from 400 startupscollected before and during the outbreak ofCOVID-19. The data points offer a uniqueglimpse into how the startup ecosystem hasdramatically changed and adapted to thecrisis.However, even for the quickest and mostinnovative thinkers, navigating the future istougher than ever. The reality is that whenmaking crucial decisions, founders are often inthe dark. They don’t have the full picture ofthe ecosystem, missing a very significantopportunity to leverage the vast knowledgethat exists in the startup nation.VISIBILITY THROUGH DATAWe are here to change just that. Our multidisciplinary team is on a mission to increasetransparency, building the first ever datasharing platform in the Israeli startupecosystem.We aim to provide a window into what is goingon within the life of a technology startup as itis being experienced by the entrepreneursthemselves.In this time of unprecedented volatility, datasharing and cooperation within thecommunity is crucial. We hope that thisinformation creates visibility and givesentrepreneurs insights for accelerating theirventures forward.BROUGHT TO YOU BY

Founding MembersLeading industry players join forces to build the first datasharing platform for the startup nationHanan O. HavivHead of Hi-Tech,HFN LawYifat OronCEO, LeumiTechYael BenjaminFounder, Y. BenjaminStrategic MarketingEyal MillerGeneral Manager,Samsung NEXT TLVHanan focuses his practice onadvising emerging companies andinvestors, representing bothpublic and private hi-tech and lifesciences companies in many areas,including formation matters, VCfinancings, mergers andacquisitions, public offerings andpublic company representation.Yifat manages Leumitech, thetechnology banking arm of LeumiGroup. Servicing and catering to thefinancing needs of technologycompanies of all sectors and stages.She enjoys over 20 years experienceworking with technology companies,through her experience in venturecapital, banking and consulting.Yael is the founder of a boutiqueadvisory firm that helps innovatorsget from conception to marketquickly. Formerly a strategicconsultant and investment banker,she specializes in turning businessmessages into highly engagingmaterials that secure new investorsand clients.Eyal specializes in early-stageventure development, strategicinitiatives and strategies forscaling startups. He wasfeatured in Business Insiderand TheMarker as one of theThe Most Influential Israelis inTech Worldwide.

About the Data400 66% 83% 61%STARTUPSRAISED 10M OR LESS 40 EMPLOYEESVC FUNDED

1. HIRING2 . E Q U I T Y C O M P E N S AT I O NTable of Contents3 . S E L L I N G YO U R S H A R E S4. F U N D R A I S I N G5 . M E T H O D O LO G Y

1HIRING

Growing your team at home and abroadGoing into 2020, startups faced unique challengesin acquiring talent. The proliferation of techventures was outpacing the growth of local talent.The shortage of programmers, scientists andengineers was well-documented, with 18,500 jobsunfilled.An additional challenge was building executivemanagement teams. Startups were struggling withthe question of when to bring these seniormanagement hires on-board and how to ideallystructure global management teams, with culturaland geographic hurdles adding additional difficultyto an already daunting task.However, with the outbreak of coronavirus in early2020, the hiring market went through a dramaticshift. Given the vast volatility and desire tooptimize costs, many startups froze hiring orreduced their workforce.During these uncertain times, startups face anincreasingly daunting task. How can they continueto grow and weather the storm, while being forcedto cut costs to a minimum?We set out to check how are startups dealing withthese hiring challenges, including when to maketop executive hires and how COVID-19 hasaffected the market to date.*SNC and Israel Innovation Authority71%OF STARTUPS FROZE HIRING,FIRED EMPLOYEES OR SENTTHEM HOME ON UNPAID LEAVE

The challenges of executive hiringVP R&D AND VP SALES ARE HARDEST HIRESGiven the dearth of highly experienced R&D personnel in Israel, it’s no surprise thatthis executive position is the hardest to fill. VP Sales is a close second, as startupsstruggle to hire and manage strong candidates to lead their global sales teams.HARDESTEXECUTIVE HIRE(From respondents that haveexecutive team)86%42%agree or somewhatagree that there aremore qualifiedapplicants availabletoday compared to26%13%VP R&DVP SalesVP Marketingpre COVID-1912%VP Product7%VP Finance

When to bring finance in-house?NOT JUST FOR IPOS ANYMOREThe role of a startup CFO has evolved considerably, encompassing much more than bean counting,budgeting and closing the books. Today’s CFO is a visionary, taking an active role in determiningcompany direction, securing strategic relationships and planning for growth.In the past, the need for an in-house CFO was prompted by significant funding. Until then,companies could outsource bookkeeping or hire a CFO part-time for specific services. Notanymore. Because companies are going public at a later stage, they need CFOs way in advance ofan IPO. Today’s CFOs are an essential part of the company from an earlier stage, driving strategicdecisions and proactively planning for the future.63%BRINGING FINANCE INHOUSE DEPENDS ON STAGE38%% OF STARTUPS WITH IN-HOUSEFINANCE PROFESSIONAL (BY FUNDSRAISED)76%OF STARTUPS DON’THAVE AN IN-HOUSE CFO”The existence of a CFO function can't beunderestimated. It is not a must to have afull-time CFO at early stages, but it ishighly recommended to have the positioneven at part time. This ensures thecompany grows with strong financialfundamentals, leading to significant valuecreation at a later stage.10%- Yifat Oron, CEO Leumitech 5M 5M- 10MOver 10M

When to hire a VP HR?THE GROWING IMPORTANCE OF COMPANY CULTUREIsrael is evolving from start-up nation to scale-up nation, responsible for building largetech companies that require teams of highly skilled personnel. Hiring is becoming anincreasingly prominent issue, as local companies must attract talent that is alsocourted by the 530 multinational corporations that have opened up offices in Israel.With the outbreak of COVID-19, startups looking to preserve cash are forced tofreeze hiring or fire employees, which continue to be snatched up by the manyinternational players with deep pockets.For startups to retain existing talent and return to a competitive hiring position incoming months, a strong HR manager is essential. Tactical and narrow HR roles arebeing replaced by strategic and holistic “People Teams” that focus on driving employeedevelopment and decreasing attrition.”59%17%17%OF STARTUPS THAT HAVE A VP HR,HIRED ONE WHEN THEY HAD7%BETWEEN 11-30EMPLOYEES59%THE MAJORITY OF STARTUPSWAIT UNTIL THEY RAISE OVER 10M TO HIRE A VP HR63%% of respondents thathave a VP HRIf you don’t start layering in HR onceyou’ve passed 50 people on your way to150, something is going to go badlywrong.- Marc Andreessen, Co-founder Andreessen Horowitz34%3% 5M 5-10MOver 10M

How is COVID-19 affecting the hiring market?MANAGING TALENT IN UNCERTAIN TIMESComing into the crisis with strong demand for new employees, the localhiring market has been hit hard due to the COVID pandemic. However, trueto its innovative nature, the startup ecosystem is quickly responding tomarket changes, working to minimize damage.Facing a daunting task, startups must balance the need for rapid growthwith the urgent task of cutting costs. As of today, many have frozen all newhiring activities, strategically recalibrating budget sheets and growthforecasts before proactively growing their teams.49%29%22%Firing orunpaid leaveHiringas usualFreezinghiring”A POTENTIAL OPPORTUNITY?The current situation has beentaken by some startups as anopportunity to restructuretheir teams, tapping into thepool of top talent suddenlyavailable in the market.DRASTIC CHANGES IN HIRINGSTRATEGY ARE EVIDENT57%see situation asopportunity to makechanges to theirteamCompanies are adjusting to the "new normal"and trying to understand the effects of thecurrent crisis. One of their first moves was ahiring freeze. We expect hiring to restart onceStartupsare viewingthis periodas a time to makecompaniesadjustand betterunderstandtheirchangesto their team:new hiring needs and available opportunities- Hanan Haviv, Head of Hi-Tech HFN Law

2EQUITYCOMPENSATION

Show me the moneyIn today’s market, equity is an important tool forattracting, retaining and rewarding top talent.One-third of employees state that equitycompensation was the main reason, or one ofthe main reasons, that they accepted theircurrent job.The benefits are not limited just to theemployees, as equity offers new ventures withlimited funds the valuable opportunity to hireexperienced staff at lower salaries. But benefitsgo far beyond cost savings, as there is anenormous advantage to having staff with a stakein the venture’s success. Employees who ownequity are more dedicated, working on average8 hours more per week than those who don’t.To see industry benchmarks, we took a look atwho gets what in Israel and how that haschanged as a result of the COVID-19 pandemic.”During and following theCOVID-19 pandemic, whilecompanies will be seeking toreduce costs in order to preservecash, ESOP should be used tocompensate employees forreduction in salaries, as well ascreating a higher sense ofparticipation in the startup,which could prove critical inpreserving key talent.- Jonathan Machado,Investment Director Samsung Next*Charles-Schwab Employee Equity Survey, The Hub

Equity for engineers:Compensating tech talent3%THE MAJORITY OFMID-LEVEL ENGINEERSRECEIVE UP TO 0.4% EQUITYEQUITY COMPENSATIONFOR MID-LEVEL ENGINEER(BY LAST ROUND RAISED)26%19%13%How do we compare?35%20%42%In the US, you’d have to give apost-series A lead engineer0.5–1% equity – higher thanour local talent.43%62%67% 0.5%0.2-0.4 % 0.2%32%38%PRE-SEEDSEEDSource: The Holloway Guide to Equity CompensationSERIES ASERIES B

Equity for the executive team:Receiving less than expectedOVER HALF OFMANAGEMENT RECEIVESBETWEEN 0.5-2% EQUITY11%25%6%How do we compare?20%28%53%30%EQUITY COMPENSATION FOR NEWMANAGEMENT MEMBER(BY LAST ROUND RAISED) 2%13%38%60%38%1-2%23%0.5-1% 0.5%7%PRE-SEEDSEED14%SERIES A34%SERIES BAndreessen Horowitz datareveals that Silicon Valleystartup execs get approximatelythe equivalent percentage ofequity for Series A as their Israelicounterparts.

How is COVID-19 affecting equity compensation?LEVERAGING ESOP TO RETAIN EMPLOYEESDuring these volatile times, ESOP can be used as a powerful tool toretain key employees. Some startups are considering offeringemployees additional equity in return for a cut in salary. Others areworking to make the sale of equity more accessible to employees,repricing to ensure employees gain a significant sum or extending theexercise period.However, it remains to be seen whether market dynamics will impactthe desired risk level of employees and their openness to receivingequity. Will they prefer to secure higher cash compensation offered bythe larger tech companies? Only time will tell.SOME FOUNDERS AREADJUSTING OPTION PLANSFOR EXISTING EMPLOYEES% of respondents that would consideradjusting following elements14%Re-pricethe exercise priceFOUNDERS ARE ADJUSTING COMPENSATION PACKAGES:LOWERING SALARIES AND INCREASING OPTIONS% of respondentsthat lowered(or planning to lower)employee salaries61%60%40%Not loweringsalariesLoweringsalaries9%Extend exercise periodfollowing employment terminationwill increaseoptions inexchange forsalary reduction

3T H E S E C O N DA R Y M A R K E T-SELLING YOURSHARES

The rise of the secondary marketGoing into 2020 the trend is clear: Startups areraising more money and taking longer to go public.wealthy on paper, but this wealth can’t be realizeduntil a liquidity event.An increase in time-to-exit is evident, with founderslooking to build mature companies instead of chasinga quick exit. According to Startup Nation Central,companies founded in or after 2004 and acquired in2014 took 53 months on average to get there, whilecompanies founded in or after 2008 and acquired in2018 took 63 months- a 19% increase in time-to-exit.This new reality is giving rise to the secondarymarket, enabling shareholders to realize the fruits oftheir labor well before a liquidity event.The result of this protracted process is that founders,employees and investors are in limbo. They may beHowever, with the outbreak of COVID-19 and theslowdown in the funding market, it is not yet clearhow the new reality will affect the secondary market.We explored the questions: What’s happening in themarket? Who is selling their equity and when? What isthe COVID-19 effect?”Due to COVID-19, we can expect a growingdemand for liquidity by founders, employees andearly stage investors. This demand will lead to anincrease in secondary deals. The majority of dealswill initially involve solid and high performingcompanies, those less affected by the crisis, aswell as funds with a greater need for liquidity.- Eyal MillerGeneral Manager Samsung Next TLV

The secondarymarket is gainingpopularity, but is notyet standardizedDue to the growth of late stage funding,secondary transactions are becoming morecommon. This usually takes place alongside afunding round, usually from Round Bonwards, when demand exceeds supply.Originally, these transactions only happenedbetween funds, and then founders came intothe picture. Now, investors don’t bat an eyewhen founders sell shares. Slowly, we areseeing that employees are starting to get inand cash out, but the market is still in itsearly stages. There is a long way to go untilthis phenomenon becomes widespread.Today, there is no uniform policy for interimliquidity. Sales are completed on an ad-hocbasis, usually depending on a liquidity event.Each company decides who can sell theirequity and when, with employees oftenfacing many restrictions.SECONDARY MARKET SNAPSHOTWHO SELLS THE AT WHAT STAGEFOUNDERS AREUSUALLY THE ONES9%38%Series ASeries BSTANDARD POLICY EXISTS17%Yes policy83%No policyCASHING OUT FROMSERIES B ANDONWARDS

The secondary gap: Employees still aren’t cashing outEmployees give blood, sweat and tears to new ventures, taking part in the riskbut often facing limitations when looking to cash in on their reward: Lack of control about execution date: For each round, management decideson a case-by-case basis if an employee can participate, or whether the roundwill be limited to management alone. Limited visibility: There is a lack of visibility about what shares are actuallyworth. To get clarity about what and when they can sell, employees need toask management what they can expect, and even then there is no definitiveblack and white answer or transparency.GROWING PRESSURE BYEMPLOYEES FOR VISIBILITYIn today’s changing times,employees are trying tounderstand the monetarypotential of stock options.More and more employeesare seeking information onand comparing the values oftheir stock options package41%of founders reportemployees askedabout exercisingshares No bargaining power: In the secondary market, the power is in the hands ofthe buyers, with employees unable to negotiate or shop around and compare.WITHOUT LIQUIDITY, IS THE EFFICACY OF OPTIONS DECLINING?2xMORE FOUNDERS PARTICIPATEDIN SECONDARY TRANSACTIONSTHAN EMPLOYEESOptions’ illiquidity make them a powerful retention tool: employees havean incentive to stay for the long haul. However, as time to exit is increasingand company valuations are rising, employees can’t see the cash at theend of the tunnel and are preferring to receive a higher salary here andnow over the potential option upside. In order to stay competitive withlarge multinationals setting up shop in Israel, employees must find a wayto cash in and stay on board.

What do investors think?INVESTORS ARE BEGINNING TOACCEPT THE NEW REALITY””We see investors accepting thatsecondary transactions are agood and healthy process,especially for companies thatare a couple of years in thegame. It helps grow biggercompanies and retain toptalent.For the good of the company, investorsmust embrace the rise of the secondarymarket - not only for founders but also foremployees. With the longer time to exit,the effectiveness of option packages isdecreasing and secondary is an importantretention tool, enabling the startup torecruit top employees without high spendin salary.investors add certain points about- Yael Benjaminexercising shares to term sheets,Founder Y.BenjaminStrategic Marketing- Hanan Haviv,With the changing market dynamics,there is less of a stigma associatedwith secondary sales, as investorsbegin to understand that it is a trulynecessary step in building large-scaleIsraeli organizations.Investors understand that equitysales will happen and prefer to setexpectations with founders ahead oftime. Today, we even see that manyoften from Round A and up.Head of Hi-TechHFN Law

How is COVID-19 affecting secondary transactions?LIQUIDITY IN UNCERTAIN MARKET DYNAMICSWill the growth in secondary sales that was evident in the market over the past yearbecome a relatively rare phenomenon? Some say that as funding in the market slowsdown, investors will prefer to invest directly into companies, as opposed to buyingsecondary shares. On the other hand, others predict that the increased pressure forliquidity will drive growth in secondary transactions. Only time will tell.89%NOT CONSIDERINGA SECONDARY TRANSACTIONIN THE NEXT 4 MONTHS”* Does not relate to secondary transaction of LP positionsTHE IMPACT ON INVESTOR INTEREST IS STILL UNKNOWNChange in investor interest as a result of the nterest17%73%Not59%sureIn an uncertain investmentclimate, we are seeing twocontradictory trends: increasedpressure for liquidity byshareholders with investorsexercising greater caution.Alon LedermanPartner HFN Law

4FUNDRAISING

Big deals are still a big deal in 2020Despite the massive effect of Coronavirus onthe global economy, the Israeli tech ecosystemclosed the first quarter of 2020 with strongresults. 2.74B was raised in Q1, a recordamount of funding and 76% higher than totalfunds raised in the first quarter of 2019.record amount of capital, resulting from the megarounds raised by Via ( 400M) and Insightec( 150M). This is contrasted with the clear declinein number of early stage rounds (Seed and A),which decreased by 17% compared to thequarterly avg. of 2019.One recurring pattern is clear: Large and latestage rounds are growing while early stagecapital is shrinking. 1.92B was invested inlater stage rounds (C rounds and later), aThe effects of the pandemic on venture financing isstill unknown, however, it is clear that the Israelitech ecosystem is entering the storm in strongshape.*IVC-ZAG Israel Tech Funding Report”(Following the crisis) the alternative to thetechnology industry has taken a turn for theworse, while the opportunities intechnology are growing by leaps andbounds.- Eugene KandelCEO Start-Up Nation Central

Fundraisingexpectations vs.realityIn 2019 and early 2020, the Israeli startupecosystem grew and capital was flowing freely.The majority of companies were closing roundsthat were in line or higher than expectations.However, early stage founders’ unfulfilled goalswere evident, with 42% of pre-seed companiesraising less than expected. Were foundersplagued by unrealistic expectations, fueled bystories of the growing size of early stagerounds? Or maybe changing market dynamicswere at play, with more funding going towardslater stage companies and a decline in capitalinvested in early stage companies?In later stage rounds, mainly Series B, founderswere closing rounds that are significantly in lineor higher than expectations. The nature of laterstage rounds enables more accurate financialplanning, leading 62% of founders to answerthat amount raised was in line with the ask.DID YOU RAISE MORE OR LESS THAN EXPECTED?LESS42%Pre-seed25%Seed9%Series A0%Series BMORE10%32%37%38%64%expect to meetPre-seedSeedSeries ASeries Bfundraisingexpectations inSAME48%Pre-seed62%43%Seed54%Series ASeries Bcurrent market

To bridge or not to bridge? It all depends why & whenBridge funding can be a great way to buy a company a little ofbit of breathing room or for getting new investors on board.While a bridge can be a red flag for some investors, if founderscan demonstrate why they need the bridge and how they planto use the funds, it can be perceived as a one-time vehiclenecessary for company growth.In today’s uncertain market dynamics resulting from theCOVID-19 pandemic, it seems as though entrepreneurs areincreasingly considering bridge funding as a viable option tohelp them weather the storm.65%REPORT BRIDGE DID NOTHURT ODDS OF RAISINGFOLLOW-ON FUNDING50%30%TOP REASONS FOR RAISING A BRIDGE48%32%Raised bridgebefore last round14%Funds ran outImprove valuationPivot12%Can’t raise equity10%Adding new investorPreCOVID-19Considering bridgein next 4 monthsDuringCOVID-19

Raising your initial round: Choose the right instrument”EQUITY VS. CONVERTIBLE NOTEMuch ink has been spilled in the convertible versus equity debate, with each havingtheir pros and cons for startups and investors. Fundraising via convertible note hasbecome increasingly popular among startups today, allowing them to delay concretevaluation and secure funding through a fast and cheap process.On the other hand, with the growing size of early stage rounds, equity has theoption to bring in far more cash than a convertible loan. Companies can scale to fullpotential without having to worry about raising another round. Furthermore, equityalso solidifies a partnership with an investor that has a long-term, vested interest.TYPE OF CAPITAL RAISED IN FIRST ROUND(% of respondents)Traditionally, I tend to suggest to founders to finalizeequity, even though it may come with a small “price”on valuation. However, using convertible schemes hasproven quicker in terms of time to money and the abilityto continue to focus on advancing the company’stechnology and business. Especially true in volatileperiods like COVID-19, when investors may be interestedin a company but are indecisive around the valuation,using a convertible will increase the likelihood to get aninvestment.- Yifat Oron,Equity61%ConvertibleNote29%CEO Leumitech

Preparing for fundraising: Give yourself plenty of cushionPLAN OUT YOUR CASH RUNWAYEspecially in uncertain times like today, it is crucial to strategically plan andbe well prepared for the fundraising process. As a founder, you need to makesure you’ve got enough funding to carry you through to the next round inabout 18-24 months. But how long should you plan for the fundraisingprocess to take? “Be prepared for the process to take longer than you expect.Give yourself plenty of cushion when assessing your cash runway,”recommends Steve McDermid of Andreessen Horowitz.”Try to think ahead and define a number of differentpossible funding scenarios. Create a contingency planfor each scenario, challenging your basic businessassumptions and goals. Even though planning is virtuallyimpossible in times of vast uncertainty, analyzing theHOW LONG DOES FUNDRAISING TAKE?68%32%Of startups closedtheir last round inOf startups closedtheir last round inUnder6 MonthsOver6 Monthspotential outcomes ahead of time will enable you to actquickly and knowledgeably when the time comes.- Yael BenjaminFounder Y.Benjamin Strategic Marketing

How is COVID-19 affecting fundraising?1.2.EFFECT OF COVID-19 ONCURRENT FUNDING ROUNDACCEPTABLE VALUATION CUT (EXCLUDINGFOUNDERS THAT DON’T NEED FUNDS NOW)IT IS GETTING MOREDIFFICULT TO SECUREFUNDING19%25%28%SOME FOUNDERS ARE WILLINGTO TAKE A VALUATION CUT, BUTNOT A BIG ONE42%28%32%36%3.FOUNDERS ARE CONSIDERINGBRIDGE FUNDING AS AN EQUITYALTERNATIVECONSIDERING BRIDGE WITHINNEXT 4 eredfundingamountTakinglonger toclose50% cut25% cut56%Considering abridge due toabandonedplans for equity10% cutNo cutNoYes

Methodology

The Y.Benjamin MethodologyY. Benjamin Strategic Marketing works with innovators on fundraising, strategy and marketing to help them commercialize ideas, fast.Startups, VCs and corporates turn to us for compelling business content that sparks conversation. For the survey, we employed an agileapproach, leveraging our wide network to collect, analyze and visualize key insights that can be shared with the entire community.01SURVEY DESIGN02DATA COLLECTION03ANALYSIS04INSIGHTSWe worked togetherwith leading VCs toidentify today’s burningissues and formulatesurvey questionsWe partnered with 30 leading accelerators andfunds who distributedthe survey to theirportfolio companiesWe analyzed thedata that wascollected using theonline surveyplatform SegmantaWe worked closelywith our partners togenerate insights onkey topics andindustry trends

DemographicsCOMPANY TYPECOMPANY STAGE66%15%B2BB2C26%19%Under 1M34%10%BothIdeationFUNDS RAISED28%30%POCInitial RevenueSalesNUMBER OF EMPLOYEES32%23% 1- 5M15% 5M- 10M23%Over 10M37%14%11%Never raisedUnder 55-2020-406%40-6011%60

THANK YOU!I F YO U WA N T TO TA K E PA RT I N O U R F U T U R E E F F O RT STO I N C R E A S E E C O S Y S T E M T R A N S PA R E N C Y, C O N TAC TU S AT I N F O @Y B E N JA M I N .C O M

May 12, 2020 · Equity for engineers: Compensating tech talent In the US, you’d have to give a post-series A lead engineer 0.5–1% equity – higher than our local talent. Source: The Holloway Guide to Equity Compensation THE MAJORITY OF MID-LEVEL ENGINEERS RECEIVE UP TO 0.4% EQUITY EQUITY C

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