Breaking the VC Mold: The New Financial Model Powering BOTH Founders & Investors
Wednesday, November 19, 2025, 9:00 AM PST – 10:30 AM PST
Virtual event
Hosted by Kellie O Hara
💡 The Reloadable Note™ Institutional Roundtable Discussion Hosted by Digerati Investments Operational Administration by Reciprocity ROI LLC Online | Remote | Zoom - https://us06web.zoom.us/j/7852341168?pwd=ZVU3NFVxRTc3L3dnQ3dodnNPZCs3QT09 Meeting ID: 785 234 1168 Passcode: Innovation Overview Digerati Investments will be hosting an educational roundtable discussion to introduce the structural and regulatory framework of the Reloadable Note™. This instrument represents a modern approach to early-stage and growth-stage private capital transactions, created to address long-standing inefficiencies in existing convertible structures such as the SAFE. The Reloadable Note™ was designed by Paul Claxton, Managing Partner of Digerati Investments, as part of the firm’s Full-Stack VC framework. The goal is to create a structure that promotes transparency, predictable dilution, and stronger alignment between founders and investors. This roundtable will not be a sales presentation or an offering of securities. It will be a technical and educational conversation focused on the evolution of venture capital instruments, the regulatory considerations involved, and how frameworks like the Reloadable Note™ can improve governance standards in the venture ecosystem. Participants will have the opportunity to review the instrument, ask questions, and provide feedback to help strengthen the framework for institutional adoption. Key Discussion Topics The Limitations of Traditional SAFE Notes [ml][ul][li indent=0 align=left]SAFE holders do not have equity or voting rights until a conversion event occurs.[/li][li indent=0 align=left]Conversion timing can remain undefined if a priced round or liquidity event never happens.[/li][li indent=0 align=left]Cap tables can become overly complicated when multiple SAFEs exist with mixed caps and discounts.[/li][li indent=0 align=left]Founders frequently underestimate how much dilution occurs once multiple SAFEs convert.[/li][li indent=0 align=left]SAFEs provide minimal investor protection, with no interest rate, maturity date, or liquidation preference.[/li][li indent=0 align=left]Ambiguity exists around the legal and tax treatment of SAFEs, which can lead to compliance and reporting challenges.[/li][li indent=0 align=left]Pre-money and post-money versions use different valuation models, which can cause confusion and misalignment between investors and founders.[/li][/ul][/ml]The Institutional Design of the Reloadable Note™ [ml][ul][li indent=0 align=left]Predictable dilution outcomes that occur only during defined financing or liquidity events.[/li][li indent=0 align=left]Event-based profit sharing where cash distributions happen only during financing or exit events.[/li][li indent=0 align=left]Reload rights that allow investors to reinvest their returns under the same valuation cap to compound their exposure.[/li][li indent=0 align=left]Founder safeguards that substitute equity dilution with timed profit share when ownership would fall below agreed thresholds.[/li][li indent=0 align=left]Clear pro-rata and most-favored-nation (MFN) rights that maintain fairness across investors.[/li][li indent=0 align=left]A defined liquidity floor so investors receive the greater of their accrued profit share or equity-based proceeds at exit.[/li][li indent=0 align=left]A standardized six to seven-page structure designed to be transparent, easy to model, and suitable for institutional rounds.[/li][/ul][/ml]These design principles make the Reloadable Note™ a transparent, predictable, and scalable framework suitable for institutional-level diligence and modelling. Framework and Governance The Reloadable Note™ was developed by Digerati Investments as part of its ongoing commitment to creating better venture capital structures. Reciprocity ROI LLC serves as the designated compliance and diligence administrator, providing independent operational oversight of documentation, investor onboarding, KYC/AML verification, and regulatory record-keeping. All administrative functions are conducted under SEC Regulation D, Rule 506(b)/(c), FINRA Rule 4511, and Exchange Act Section 17(a) record-keeping standards. This structure ensures that Digerati retains its role as the strategic originator and manager, while Reciprocity ROI maintains responsibility for compliance, documentation, and audit-ready record management. This separation of duties maintains clear accountability, enhances regulatory integrity, and demonstrates best practices in private capital governance. Event Details Date: Wednesday, November 19[sup]th[/sup], 2025 Location: Online | Remote | Zoom Format: Interactive roundtable discussion followed by open Q&A Audience: Fund managers, institutional investors, founders, and legal professionals focused on private capital markets Materials: Participants will receive the current version (v2.0) of the Reloadable Note™ White Paper and Template prior to the event to allow for informed participation. Feedback on the…