Background

Fresh Sends launched in 2019 out of a 900-square-foot duplex in Denver with a big ambition: make digital gifting feel as personal and thoughtful as an in-person gesture. With modern design, curated arrangements, and a streamlined ordering experience, the brand quickly built a national following.

As orders scaled and the team grew, Fresh Sends began to think seriously about outside investment and long-term growth. But like many high-growth startups, they had moved fast on the legal side in the early days—and those decisions now needed to be revisited.

That’s when they came to Rubicon.

The Challenge

By the time we met Fresh Sends, the company had already done the hard work of building a brand and a business. What they needed was a legal structure that matched their momentum.

Over the previous few years, the company had:

• Been formed in Colorado, converted to Wyoming, and then back to Colorado

• Worked with prior counsel whose approach wasn’t tailored to a venture-bound startup

• Accumulated a few loose ends around filings, equity grants, and IP documentation

There was nothing unusual or “wrong” about this—these are common growing pains. But institutional investors expect clarity: clean filings, documented ownership, and a cap table they can diligence quickly.

Fresh Sends needed a partner who could untangle the history, build a durable structure, and guide them through their next financing steps.

Our Approach

1. Establishing a Clean Corporate Record

We started with a full review of the company’s corporate history and cap table. From there, we:

• Corrected and harmonized state filings across Colorado and Wyoming

• Finalized and documented equity that had been promised to team members

• Implemented founder and team IP assignment and confidentiality agreements

• Put clear vesting provisions in place to align incentives and protect the company

The goal was simple: ensure that the legal documentation matched the reality of the business and would stand up to investor scrutiny.

2. Converting to a Venture-Grade Delaware Corporation

With the legacy issues resolved, we helped Fresh Sends transition into the structure most venture investors expect:

• Conversion into a Delaware C-Corporation

• Adoption of market-standard charter, bylaws, and equity plan

• Updated governance processes so board and stockholder actions were consistently documented

This gave Fresh Sends a foundation that felt familiar and trustworthy to sophisticated investors, without forcing the founders to become experts in Delaware corporate law.

3. Supporting Capital Raises

Once the foundation was in place, we worked closely with the founders on their fundraising journey.

Friends & Family SAFE Round

We structured a friends & family round using SAFEs, benchmarking terms to current market norms and modeling how those instruments would convert in future financings. We also onboarded the company to Carta so the cap table could be maintained accurately going forward.

First Institutional Equity Round

As traction grew, Fresh Sends attracted interest from a Chicago-based family office. We guided the company through the negotiation, documentation, and diligence process for its first equity round—always tying legal decisions back to the founders’ long-term goals for control, governance, and future flexibility.

Throughout both rounds, we took time to explain every step in plain language so the founders understood not just what they were signing, but why it mattered.

Results

By the end of this phase of our work together, Fresh Sends had:

• A clean, investor-ready cap table and corporate record

• A venture-grade Delaware C-Corp structure built to support future growth

• Properly documented team equity, vesting, and IP ownership

• A completed friends & family SAFE round and first institutional equity financing

• A legal partner they can call on for both corporate work and commercial guidance

We’re not only counsel—we’re customers and genuine fans of the brand. Their arrangements now show up around our own office for celebrations, wins, and thank-yous.

For founders, the message is straightforward: you don’t have to start perfectly. If you’ve outgrown your early structure, the right partner can help you clean things up, protect what you’ve built, and be ready for the investors you want to attract.