How can a strategic advisor help secure necessary funding and clean the cap table?

In this case study, we showcase how an experienced strategic advisor can help you secure the necessary funding when you already think you have to file for insolvency and even heal your cap table in parallel. 

For privacy reasons, we cannot disclose the client company’s name. For this case study, we will call the client company UrbanIQ.


UrbanIQ, a Berlin-based Software as a Service (SaaS) company, encountered severe financial challenges. Despite earning €1.2 million in 2022 and significant investment from high-calibre angels and VCs since its inception in 2016, UrbanIQ faced a critical situation:

  • The business had not developed as expected and had not achieved break-even.
  • Attempts to secure additional funding in 2022 failed as existing and new investors were unwilling to commit more capital.
  • An M&A attempt did not succeed.
  • The company’s cap table was “broken”, with €4 million in unconverted convertible loans.

All in all, the situation seemed hopeless. Despite these challenges, UrbanIQ’s product was functioning well and delivering clear customer value. In addition, management had significantly reduced its operational costs.

It was time to seek help from a strategic advisor, and UrbanIQ’s best person for this was Marc Mogalle. Marc had already supported UrbanIQ since its foundation.

Marc developed with the team the following action plan:

  1. Downside plan: prepared a financial plan with a minimum cost base requiring only €150k to become profitable, with 80% of 2023’s operational costs already covered by signed or verbally committed revenues.
  2. Convertible loan conversion: To simplify the capital structure, all outstanding convertible loans were proposed to be converted at a €4 million valuation.
  3. Offer: They prepared an offer based on two pillars:
    • A Capital increase of €150k based on a pre-money valuation of €850k.
    • An Employee Stock Ownership Plan (ESOP) of 15% to re-incentive the team and clean the cap table.

Based on these three steps, they prepared an Equity Story:

  1. Investors will have a minimal downside risk since 80% of the costs for 2023 are already covered by committed revenues. 
  2. The upside potential is very high as new investors will receive a 15% shareholding for an investment of only €150,000, setting the stage for a substantial return even at a modest exit.

In short, they created an offer investors could not refuse.

Given previous rejections, the focus shifted to two key angel investors known for their capital strength and influence as opinion leaders. One of these angels had also brought many other angels on board. So, his reputation was at stake. They approached these angels with modified terms and a simple presentation showing the limited downside risk and the high upside potential. 

The two angels reconsidered and showed interest in investing. However, they came back with a counteroffer:

  1. Conversion of loans as proposed
  2. An investment of €200k at a pre-money valuation of €230k means they will receive a shareholding of 45% instead of 15%.
  3. Reallocation of shares primarily back to the founders and the management team.

That counteroffer was very radical, but it was their only option. Further, the shareholdings of the existing investors, not the founders and team, were heavily diluted.

The counteroffer was so compelling that it attracted the two angel investors and enticed six other existing and two new investors, leading to an oversubscribed round.

With over 15 parties involved, some of whom got heavily diluted, it was a miracle that everyone agreed to the transaction — but they did.

As a result, they achieved impressive outcomes:

  • UrbanIQ was rescued and financed to reach break-even.
  • The cap table was again in a healthy state, giving UrbanIQ the option to raise more capital later on.
  • UrbanIQ reached break-even by 2023. 
  • In mid-2023, UrbanIQ raised another €260k at a pre-money valuation of €3.74 million, confirming the effectiveness of the turnaround strategy.

What are the learnings? It's not over before it's over. This case illustrates the importance of flexibility in crisis management and the potential to salvage a difficult situation through radical, well-coordinated strategic changes. It underscores the value of having a clear and compelling equity story that aligns risk and reward effectively for investors.

Marc Mogalle is one of Masters’ of Scale Masters and Fractional Leaders.

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