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Series Seed Stock Purchase Agreement
The definitive agreement that actually sells and issues Series Seed Preferred to investors. It carries the closing mechanics, representations, conditions, and the money-in/shares-out exchange.
What is a Series Seed Stock Purchase Agreement?
A Series Seed Stock Purchase Agreement is the definitive agreement that actually sells and issues Series Seed Preferred to investors. It carries the closing mechanics, representations, conditions, and the money-in/shares-out exchange.
Founders closing a priced seed round after a signed term sheet. It is the operative purchase-and-sale document and pairs with the amended charter and the investor rights terms.
Series Seed Stock Purchase Agreement template, current for 2026
A single-closing structure with an optional second closing, current accredited-investor and Reg D reliance representations, a data-privacy and AI-training representation that matches today's law, a CTA/BOI compliance representation, a QSBS cooperation covenant, and e-signature and electronic-delivery mechanics.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Series Seed Stock Purchase Agreement as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- What is the full legal name of the company issuing the Series Seed Preferred Stock? This is the corporation selling and issuing the preferred shares. Use the exact name on the certificate of incorporation.
- What type of entity is the company? Series Seed Preferred is almost always issued by a C corporation; this sets the correct corporate references.
- In which U.S. state is the company incorporated? The state of incorporation governs the corporate mechanics (charter, board approvals, stock issuance).
- What is the company's principal business address (for notices)? Used for the notice block and to identify the company.
- Who will sign on behalf of the company, and what is their title? The authorized officer executing the agreement for the company.
- Which state's law will govern this agreement? Typically the state of incorporation. Governs interpretation and disputes.
- What is the exact name of the series of preferred being sold? The label used in the charter for this financing round's preferred stock.
- What is the purchase price per share of the preferred stock? The per-share price investors pay. Multiplied by shares to compute each investor's investment.
- What is the par value per share of the preferred stock? Usually a nominal figure ($0.0001 or $0.00001) set by the charter.
- How many shares of this preferred series are authorized under the charter? The maximum number of shares of this series the charter permits the company to issue.
- What is the total target amount to be raised in this financing (across all investors)? The total the company plans to raise. Used to describe the offering.
- Will there be more than one closing (a first closing plus later closings)? Many seed rounds allow additional investors to buy on the same terms within a defined window.
- By what date must any additional closings occur? The outside date after which no further shares may be sold on these terms.
- What is the date of the initial closing? The date money is wired and shares are issued. Can be the same day the agreement is signed.
- Will an amended and restated certificate of incorporation (creating this series) be filed at or before closing? The preferred terms (liquidation, conversion, protective provisions) live in the charter, which must be effective by closing.
- Which ancillary agreements will be signed at closing as conditions? Seed rounds commonly bundle these investor-rights documents; select all that apply.
- How will the company use the proceeds of this financing? A brief statement of the intended use of funds, referenced in the company's representations.
- Will a capitalization table be attached as an exhibit? A cap table supports the company's capitalization representation and is standard in priced rounds.
- Will the company's representations be qualified by a disclosure schedule? A disclosure schedule lists exceptions to the reps. Standard in priced rounds; sometimes omitted in very light seed deals.
- Should the founders give separate representations (e.g., IP assignment, no conflicts)? Investors sometimes require key founders to make personal reps. Adds founder representations and signature lines.
- List the founders who will give founder representations (name and title each). These individuals sign the founder representation section and its signature block.
- Will the securities be sold only to accredited investors? Restricting to accredited investors supports the Regulation D exemption and simplifies the investor reps.
- Which securities-law exemption is the offering relying on? Sets the transfer-restriction and investor-representation framing. Rule 506(b) is most common for seed rounds.
- How should disputes be resolved? Choose the forum and mechanism for resolving disputes under the agreement.
- Which arbitration body and location should apply? Names the administering organization and seat of arbitration.
- Include a waiver of jury trial? Common in court-forum agreements to reduce litigation cost and uncertainty.
- Should the company pay the investors' reasonable legal fees, and if so up to what cap? Seed rounds often have the company cover lead-investor counsel fees up to a capped amount.
- What is the cap on investor legal fees the company will pay? The maximum dollar amount of investor counsel fees the company will reimburse.
- Grant investors a contractual pro rata (major investor) participation right in future financings here? Some seed SPAs include a light pro rata right; often this lives in the Investors' Rights Agreement instead.
- Any notes on the investors (names/amounts) to reflect on the schedule of investors? Investors and their share counts/amounts are listed on the attached Schedule of Investors; note anything specific here. Individual investor blanks are completed on that schedule.
Frequently asked
About the Series Seed Stock Purchase Agreement and how HDAi works.
What is a Series Seed Stock Purchase Agreement? +
A Series Seed Stock Purchase Agreement is the definitive agreement that actually sells and issues Series Seed Preferred to investors. It carries the closing mechanics, representations, conditions, and the money-in/shares-out exchange. Founders use it to close a priced seed round after a signed term sheet. It is the operative purchase-and-sale document and pairs with the amended charter and the investor rights terms.
Is HDAi's Series Seed Stock Purchase Agreement legally binding? +
The Series Seed Stock Purchase Agreement HDAi generates is a professionally drafted document that becomes binding once it is completed, reviewed, and properly signed. If you want a licensed Hart David Carson attorney to finish it, book a planning call. The firm's flat-fee packages, the Illinois Family Plan and Company Launch, cover the most common needs; for any other draft, an Illinois attorney will tell you on the call what finishing it would involve.
Do I need a lawyer to use this Series Seed Stock Purchase Agreement? +
You can generate and download the Series Seed Stock Purchase Agreement in minutes, free of charge. A licensed Hart David Carson attorney can then review it and tailor it to your facts before you sign, which is the part no template can do.
What makes this Series Seed Stock Purchase Agreement current for 2026? +
A single-closing structure with an optional second closing, current accredited-investor and Reg D reliance representations, a data-privacy and AI-training representation that matches today's law, a CTA/BOI compliance representation, a QSBS cooperation covenant, and e-signature and electronic-delivery mechanics.
How long does the Series Seed Stock Purchase Agreement take? +
Estimated time about 15 min (30 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this Series Seed Stock Purchase Agreement work in my state? +
HDAi's interview is state-aware. If you ask an attorney to finish the draft, a licensed Hart David Carson attorney confirms it against your state's requirements before you rely on it. Validity and required formalities vary by state.