General questions

Crowdfunding? That's the first time I've heard of it
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Crowdfunding is a form of private investment that exists thanks to the Internet, and the first European legislations of Participatory Financing Platforms did not arrive until 2015.

The basic model that follows is very simple:

  • An entrepreneurial project declares how much money it needs to be carried out, and publishes its business plan and economic objectives on a crowdfunding portal.
  • Through the portal, contributions are made and contracts for participation in the future company are signed.
  • Personal contributions begin to accumulate in a secure bank account or in the form of some kind of payment commitment (direct debit, etc.).
  • As soon as the target amount is reached, the money is delivered to the entrepreneur and the project is launched. From that moment on, the contracts signed between investors and the company are activated.
  • If after a predetermined period of time (usually two or three months) the project has not raised enough money, the project is cancelled and the money is returned to everyone.

Since its inception, crowdfunding has become an essential tool, especially for small innovative companies, with annual investment volumes of between 300 and 500 million euros.

Isn't crowdfunding a system for people to donate to personal projects such as films, books, etc., with no profit motive for the investor?
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Also. But if by making the donation you sign a contract to receive equity in a for-profit company, it becomes a very effective method of injecting capital into a company. That's why we're here.

What is the difference between equity crowdfunding and traditional crowdfunding?
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Equity crowdfunding allows investors to fund a startup or business in exchange for equity (shares) in that company, meaning they become partial owners. This offers the potential for profit if the company succeeds. 

On the other hand, traditional crowdfunding, such as reward-based crowdfunding, typically involves supporting a project or company in exchange for non-financial rewards, like a product or service. 

With equity crowdfunding, you’re investing for potential financial returns, while with traditional crowdfunding, you're often backing a cause or project without the expectation of financial gain.

I have some savings and I want to invest them, what can Capital Cell offer me?
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At Capital Cell you will be able to put your money directly in the hands of a person or company that wants to develop a specific project, and that will offer you a part of its future profits in exchange. Your money will be added to that of other investors until they have enough to start the project.

You will be the one to decide how much money you are going to invest and you will be able to choose from a multitude of projects in the world of Health and Biomedicine.

In addition to giving you control over where your money goes, of course, the great advantage of crowdfunding is the possibility of extraordinary returns; by diversifying your investment appropriately, you can enter into projects that can multiply your money by 10 or 20 times in a few years.

But beware: You are buying shares in a company that is just starting to operate, and that in a short time could go from being worth very little to having a high market value. However, if the company does not perform well, you may lose your entire investment.

It is important to emphasize this: the essence of investment crowdfunding is to have the opportunity to make small, high-impact, high-return investments, even though you know that some of them may not pay off. Some of your investments will make a lot of money, but it is almost a certainty that you will lose some of your investments. Get used to the idea before you invest.

IN FIGURES: Typically, you are making an investment whose return will be in the order of 200-1000% but which you will not be able to recover for 2-6 years, and which has a 1 in 3 chance of making a profit.

Why are payments made on the spot when it is not yet known whether the project will be successful?
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First of all, we would like to clarify that, that although the payment of the investment is made on the spot, your money will go neither to Capital Cell nor to the company you invest in, but remains in the custody of a financial institution authorized by the financial authorities. The money will only be handed over to the company when the financing round is completed and when the company has officially registered the capital increase. If not, the money will be returned to you free of charge.

Why do we need you to make the payment? We believe that financing a company requires certain guarantees that the committed funds really exist, so at Capital Cell we ask for the utmost seriousness when committing to invest.

In this way, the company knows that it will have the committed capital when the time comes to launch the project – provided the fundraising objectives are met – and the investor knows that the money will not reach the company until the minimum amount necessary for the project to be viable is raised (and the transaction is registered before a notary).

What legal guarantees do you offer for something as complex as launching a company with a multitude of partners through the Internet?
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We have put a great deal of resources and legal knowledge into creating a solid and fully guaranteed foundation for both investors and entrepreneurs. In addition to years of experience in online investments, Capital Cell operates under an ECSP (European Crowdfunding Service Provider) license from the European market authority, ESMA.

What guarantees do I have that the entrepreneurs will not commit investment fraud?
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First of all, the checks prior to publishing a project are as thorough as possible, and we make sure that the person behind a project gives us sufficient assurances about his intentions and identity. If we have the slightest doubt about this – for example, if the Commercial Register tells us that a potential entrepreneur has six other companies that he has not mentioned to us, or if his business plan contains errors that seem too intentional, or if, in general, something smells fishy to us – we will not publish the project.

During the process, the money that is accumulated remains at all times under the custody of an authorized financial institution, which will only deliver it to the company once it has registered the transaction with a notary public.

Finally, a loan agreement or a partnership agreement is signed between the private investor and the entrepreneur, for the breach of which the entrepreneur may face very serious legal consequences. As far as possible, Capital Cell undertakes to take an active part in pursuing any contractual breaches that may occur.

Does Capital Cell select only those projects with high profitability and risk?
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In general, yes, we are mainly looking for projects that can offer a huge return to offset the relative risk involved in investing in early-stage companies.

And what does Capital Cell out of all this?
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Capital Cell takes a small commission on the capital it helps raise - 7% per project. We'd love not to have to do that, but we have to keep the site and the people who work on it.

How do I know which projects are worth investing in on Capital Cell?
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At Capital Cell, we ensure that every project listed on our platform has gone through a rigorous evaluation process. 

All projects are analyzed in detail by our International BioExpert Network, which includes experts from different areas who evaluate biotech startups and early-stage life science companies based on their R&D proposals.

Furthermore, our internal committee at Capital Cell validates these opportunities to ensure that only the most promising companies, with coherent funding needs and well-structured pipelines, make it onto the platform. 

In fact, only about 1 in 10 companies that apply are accepted, so if they're on the platform, you know the investment opportunity is good, and you can make your investment choice based on your interests and which campaign resonates with you the most.

What risks should I be aware of when investing in startups through Capital Cell?
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Investing in early-stage companies always carries inherent risks, particularly in the biotech and life science sectors. These startups are often in the early stages of development and may face significant challenges in their R&D processes, regulatory hurdles, or market acceptance.

It’s important to note that there is a high risk of failure, and you should only invest money that you are prepared to lose. However, successful investments can yield significant returns (enough to offset the losses and more) if the company’s technology or product reaches the market and achieves widespread adoption.

At Capital Cell, we clearly state the risks of each campaign on its campaign page, so you are fully informed before making any investment. We recommend diversifying your investments and conducting thorough research on each project, as this can help mitigate some of the risks involved.

However, as with any investment, the decision is ultimately yours, and careful consideration is key.

Can I invest in multiple projects at the same time?
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Yes, you can invest in multiple projects at the same time on Capital Cell. 

However, before you proceed, a test will be conducted to confirm your eligibility for each campaign. This ensures that you meet the necessary requirements and can make informed investment decisions across different opportunities.

Are there any tax benefits or considerations for investing in startups through Capital Cell?
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Yes, there are potential tax benefits when investing in startups through Capital Cell depending on the country in which you reside. 

For instance, in Spain and France, there are specific tax incentives for individuals who invest in early-stage companies, such as deductions or reductions on taxes for investments in qualifying startups. 

To get more detailed information about the tax considerations in your country, you can explore our resources and updates on eligibility. 

For now, we’ve explored the tax benefits in Spain and France, and more information can be found here later.

Before the round

I want to publish a project, how do I do it?
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Basically, we need three things to publish your project:

  • A seriously drafted business plan.
  • A company incorporated or in the process of incorporation.
  • Some documentation about your identity and your project.

The rest is really easy. Send us your pitch deck and let's talk!

What are the eligibility criteria for listing my startup on Capital Cell's platform?
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Capital Cell primarily works with companies legally established in the European Union. While we can accept companies based outside the EU, we are unable to target investors from non-EU countries directly.

We focus exclusively on healthtech and biotech startups, ideally at the pre-seed to Series A stages, and raise capital through equity financing. Capital Cell is authorized to conduct fundraising rounds of up to €5 million.

In each campaign, we co-invest alongside a Lead Investor, which the company has to find and who sets the valuation and terms of the round—these same conditions apply to all investors participating through our platform.

What materials should I provide to get started?
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The process begins with an evaluation from the BioExpert Network, a community of experts across various disciplines who assist biotech startups and early-stage life-science companies in developing their business by reviewing their R&D proposals.

To start, simply upload your pitch deck and company details in the "Share your project" section of our website. The pitch deck should include clear information about your technology, progress, business plan, team, and financial needs. You should get an email from us within three working days, explaining how to register the project for the independent BioExpert Network review process (if you don't get an email, check you spam folder or reach out to us).

Once your project has been approved by the BioExpert Network and Capital Cell’s investment committee, we will require Letters of Intent (LOIs) or a Term Sheet to confirm the commitment of your Lead Investor to the round, so it is advisable to start gathering this files these documents from the start of the process.

How long does the entire fundraising process take, from registration to closing the campaign?
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Once you upload your company information and pitch deck through the "Share your project" section of our website, we’ll confirm your eligibility within three working days. If eligible, you’ll be invited to register on the BioExpert Network platform, where your project will be evaluated over the course of about two weeks.

If both the expert reviewers and Capital Cell’s investment committee give the green light, you’ll move on to building your campaign. While you control the pace, we’ve found that preparing the campaign typically takes around three additional weeks. After that, your fundraising campaign can start.

How long it takes to reach your goal will depend on the traction you generate among investors, but on average, campaigns remain active for about two months. Overall it can take around three months.

Are there any fees associated with registering on the platform?
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The first step (the BioExpert Network evaluation) is 100% cost and commitment free, so you can registered without fear of unexpected charges.

Only if your project receives a positive evaluation from the BioExpert Network and receives the go-ahead from the Investment Committe, will we charge you an initial publication fee of €750, which covers the preparation of all legal documentation for the capital increase. 

If the campaign is successful, we charge a 7% cash commission on the total amount raised when the campaign closes. 

In addition, there are some costs that are the responsibility of the company, such as card payment processing fees and legal expenses (e.g. notary fees).

We do not charge for reviewing or editing your project, promoting it to investors, or hosting it on our platform.

Can I publish a non-profit project?
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If you can't offer a return of profits to your investors, don't. This platform is dedicated to finance companies or future companies that expect to be able to return more money than they have received.

If you are looking for crowdfunding for a cultural, social or artistic project, there are many very good platforms dedicated to it, and no doubt they can offer you more experience and a better service than us. You can consult us if you want, we have many friends in the crowdfunding world 🙂

During the round

If I post my idea here, can't they steal it?
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No. Your idea is too elaborate and will only work if it is carried out by someone with your experience and expertise.

We recommend that, when you prepare your project for publication, you provide enough data to justify that someone will give you money, but you don't need to write a complete manual on how to carry out the business. Keep key information to yourself and share it only with those you are sure will be your partners.

Can I post my project here and continue to seek funding on my own?
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Absolutely! In fact, you must.

Neither Capital Cell nor any other crowdfunding platform is going to make the Internet give you money if you don't do anything. This is a portal that will amplify and simplify your search for capital, and allow you to gain clients and allies in the meantime.

But you should keep chasing investors wherever you can.

Will I need support to build my campaign?
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That depends on how much time you’re able to dedicate to your campaign. Fundraising requires consistent activity: engaging with investors, following up, and taking proactive steps to drive interest and momentum.

We can support you with optional Marketing Services to help structure your outreach and streamline your efforts throughout the campaign.

Can I adjust my fundraising goal during the campaign?
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No. The fundraising goal is set by contract at the start of the campaign, based on your company’s financial needs. This amount is also included in the Investment Agreement signed by each investor.

However, the campaign team has ample experience and will help you to set a realistic goal for your campaign before it is published, so changes shouln't be necessary.

Are there any restrictions on who can invest in my campaign?
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You’ll need to identify your investors, in particular U.S. and Japanese investors, as they must provide proof of accreditation as professional investors, which must be submitted to Capital Cell before they can participate in the campaign.

How does the sale and purchase of shares work?
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The sale and purchase of shares in a limited liability company is regulated by each country’s company law, so we recommend carefully reviewing the applicable regulations. Generally, founding partners cannot freely transfer their shares to third parties without first offering them to the company or existing shareholders through a right of first refusal. For specific legal obligations, please consult the relevant documentation.

In addition to these legal requirements, our standard investment agreements include four key clauses designed to protect both founders and investors:

  • Drag-along right: This clause allows founders to require investors to sell their shares alongside them if there is an offer to acquire 100% of the company, provided a minimum price is guaranteed. This ensures founders can accept a fair acquisition offer without being blocked, while securing fair terms for investors.
  • Tag-along right: If a founder receives an offer from a third party to purchase their shares, this clause gives investors the right to sell their shares under the same conditions. If the third party refuses to buy the investors’ shares, they can veto the transaction. This protects investors from being left behind if a key founder exits the company.
  • Liquidation preference: This grants investors the right to recover their investment amount before shareholders without this preferential right, reducing their risk of loss.
  • Antidilution protection: This clause offers investors increased protection, especially when the company raises additional capital at a lower share price than the price at which the investor originally acquired their shares. It reduces downside risk by granting investors additional shares to partially or fully compensate for the decrease in value of their holdings.
In addition to showcasing my project on the portal, does Capital Cell do anything else to seek funding?
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We will actively promote your project across private equity networks, business angel associations, investment fund managers, investment banks, public entrepreneurship promoters (if any are left), specialized private investment publications, social networks, niche blogs, family offices, civic groups, popular investment cooperatives, unions, and any other entity that might be interested in investing in your project.

Plus, if you choose to send your project to one of our business finance analysts, we can explore creative ways to fund your project: from strategic alliances with future suppliers to synergies with other projects that help reduce the amount you need to raise—any solution that helps bring your project to life is worth considering.

We’ll do everything we can to help you find investors and raise funds, but remember—the final push to attract investors and close your campaign successfully is up to you.

Will I be able to contact and negotiate personally with investors?
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No problem. Your project file includes a contact form through which you will receive personal messages (which can only be sent to you by registered users of our site). These messages will contain, among other information, the contact details of the person who writes to you.

You are completely free to reply to messages or not, and to engage in any kind of personal communication with users who contact you.

After the round

What happens if I don't meet my fundraising target?
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Your campaign must reach 100% of its funding target for Capital Cell to transfer the funds to your company.

If the target is not met, the campaign will be canceled and all committed funds will be returned to investors.

What happens once my campaign is successfully funded?
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Once the campaign is successfully closed, we will need around 15 days to finish receiving all the transfers. We will then ask you to send us the minutes of the meeting approving the capital increase and to pay the invoice for our services. Once that's done, we will transfer the funds. The whole process usually takes between 15 and 30 days.

Are there any legal or regulatory requirements post-closing?
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In order to comply with ESMA regulations, we need the minutes of the meeting approving the capital increase and proof of transfers of external investments included in the campaign.  Once the capital increase is formalized, we will also need the capital increase deeds.

What is Capital Cell's role in supporting my company after the campaign?
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After closing the campaign and until an exit event takes place, we will upload to the platform the documentation certifying the capital increase and your financial quarterly reports, and make them available to all investors that participated in the round in their user area.

How do I manage equity distribution once the campaign is closed?
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Once the round has closed, we will send you a table with the details of each investor, their investment and the number of shares. These will be the data you will have to use to execute your capital increase.