Philz Coffee, the beloved Bay Area chain known for slow-pour brews, was sold this year for around $145M. Sounds fine, until you realize nearly all employee investors lost everything.

Philz raised about $137M in venture capital over five rounds. Each new round added liquidation preferences and payout layers. When the company missed growth targets post pandemic, valuations halved, stores closed, and the exit waterfall left nothing for common shareholders.

The VC investors likely doubled their money; employees who bought stock through internal programs, were wiped out.

It’s a sharp reminder that “ownership” in a VC-backed private company isn’t ownership in the public sense. Preferred stock eats first. Common stock gets the scraps, if any.

Is this an inevitable flaw in the venture model or should regulators rethink how private employee stock plans disclose downside risk?

Nothing about this appears surprising?

The issue was that a pandemic happened coupled with governments doing lockdowns in response.

Otherwise they'd likely have made money. Plenty of people got wrecked by the pandemic.