Advance Subscription Agreement – Fixed Price

When do I use this document?

• as an advance subscription agreement between the company and a single investor
• where the conversion price will be calculated by reference to a pre-agreed fixed price pre share

What are the key features?

• advance subscription terms and payment
• conversion on the occurrence of defined events, including a qualifying financing round, the sale of the company or on a longstop date
• conversion price under all circumstances being an agreed fixed price per share
• warranties regarding the investor’s compliance with Financial Services and Markets Act 2000 regime regarding financial promotions

What else do I need to know?

Prior to entering into this ASA, the parties will need to consider and agree:

• longstop date: the longstop date on which (and in the absence of a prior qualifying financing round) the ASA will automatically convert into shares
• qualified financing round: the minimum amount of funding which the company must raise before that funding round will count as the qualified financing round under the ASA which results in the conversion of the advance subscription into shares
• subscription amount: the amount of the investor’s advance subscription
• subscription price: the agreed amount per share at which the investor’s advance subscription will convert into shares in the company

What other documents are available?

For an advance subscription agreement with conversion at a percentage discount to the next investment round price, see

• Advance Subscription Agreement Percentage Discount

For an advance subscription agreement with an agreed valuation cap on the company, see

• Advance Subscription Agreement Valuation Cap 

For detailed discussion regarding the purpose of advance subscription agreements and their benefits and disadvantages for investors and the company, see

• About Advance Subscription Agreements