California Simple Agreement for Future Equity

State:
Multi-State
Control #:
US-ENTREP-008-4
Format:
Word; 
Rich Text
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Description

This term sheet summarizes the principal terms of the proposed Simple Agreement for Future Equity ("SAFE") financing of a Company, by certain Investors. This term sheet is for discussion purposes, is not binding on an Investor, nor is an Investor obligated to consummate the financing until a definitive SAFE agreement has been agreed to and executed. The term sheet does not constitute an offer to sell or an offer to purchase securities.
The California Simple Agreement for Future Equity, commonly referred to as SAFE, is a legal instrument used by startups and investors to facilitate seed-stage fundraising. This agreement offers a simplified alternative to traditional equity financing and provides investors with the option to convert their investment into equity in the future. The California SAFE operates based on the concept of a convertible security, where the investor purchases a right to obtain equity in the company at a later date, typically during a subsequent financing round or specific event. This form of financing is particularly popular in the startup ecosystem as it provides a flexible and straightforward method for raising capital. There are different types of California Simple Agreements for Future Equity that cater to varying investment scenarios. These variations include: 1. pre-Roman SAFE: In a pre-money SAFE, the valuation of the company is determined before the investment is made. This means that the investor's SAFE investment is not factored into the valuation calculation, and the conversion price is set based on the prefunding company valuation. 2. Post-Money SAFE: Unlike the pre-money SAFE, the post-money SAFE considers the investment amount and factors it into the company's valuation. The conversion price in this case is determined by dividing the company's post-funding valuation by the total number of outstanding shares, including the SAFE investment. 3. Valuation Cap SAFE: This type of SAFE includes a valuation cap, which sets a maximum company valuation at which the investment converts into equity. If the company's valuation exceeds the cap during a future funding round, the investor's conversion price is not affected, allowing them to obtain equity at a more favorable price. 4. Discount Rate SAFE: A discount rate SAFE offers an additional benefit to investors, allowing them to purchase equity at a discounted price compared to the valuation of the subsequent funding round. The discount rate is usually expressed as a percentage and provides investors with a predetermined advantage. It is essential for both startups and investors to understand the nuances of each type of California Simple Agreement for Future Equity to determine which version best aligns with their investment goals and desired level of protection. Consulting with legal professionals who specialize in startup financing is highly recommended ensuring compliance with relevant laws and regulations in California.

The California Simple Agreement for Future Equity, commonly referred to as SAFE, is a legal instrument used by startups and investors to facilitate seed-stage fundraising. This agreement offers a simplified alternative to traditional equity financing and provides investors with the option to convert their investment into equity in the future. The California SAFE operates based on the concept of a convertible security, where the investor purchases a right to obtain equity in the company at a later date, typically during a subsequent financing round or specific event. This form of financing is particularly popular in the startup ecosystem as it provides a flexible and straightforward method for raising capital. There are different types of California Simple Agreements for Future Equity that cater to varying investment scenarios. These variations include: 1. pre-Roman SAFE: In a pre-money SAFE, the valuation of the company is determined before the investment is made. This means that the investor's SAFE investment is not factored into the valuation calculation, and the conversion price is set based on the prefunding company valuation. 2. Post-Money SAFE: Unlike the pre-money SAFE, the post-money SAFE considers the investment amount and factors it into the company's valuation. The conversion price in this case is determined by dividing the company's post-funding valuation by the total number of outstanding shares, including the SAFE investment. 3. Valuation Cap SAFE: This type of SAFE includes a valuation cap, which sets a maximum company valuation at which the investment converts into equity. If the company's valuation exceeds the cap during a future funding round, the investor's conversion price is not affected, allowing them to obtain equity at a more favorable price. 4. Discount Rate SAFE: A discount rate SAFE offers an additional benefit to investors, allowing them to purchase equity at a discounted price compared to the valuation of the subsequent funding round. The discount rate is usually expressed as a percentage and provides investors with a predetermined advantage. It is essential for both startups and investors to understand the nuances of each type of California Simple Agreement for Future Equity to determine which version best aligns with their investment goals and desired level of protection. Consulting with legal professionals who specialize in startup financing is highly recommended ensuring compliance with relevant laws and regulations in California.

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How to fill out California Simple Agreement For Future Equity?

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FAQ

Determine valuation cap for SAFE. The SAFE discount is derived by dividing the valuation cap by the typical equity financing valuation and then removing that value from one (representing no discount). In this case, $2 million / $4 million = 0.5 and 1 ? 0.5 = 0.5 would be the mathematical representations.

A simple agreement for future equity delays valuation of a company until it has more performance data on which to base a valuation. At the same time, it promises an investor the right to buy future equity when a valuation is made. A SAFE can be converted into preferred stock in the future.

SAFEs are generally considered taxable at the time of the triggering event, when the SAFE converts into equity (i.e. stock in the company).

A simple agreement for future equity (SAFE) is a financing contract that may be used by a start-up company to raise capital in its seed financing rounds. The instrument is viewed by some as a more founder-friendly alternative to convertible notes because a SAFE is quicker and easier to negotiate and has fewer terms.

Calculation ing to the Discount Rate The total shares are calculated ing to the SAFE money invested divided by the share price in the next round, multiplied by the discount rate. If we take our example above, if during the next financing round, the company raises money ing to a share price of $10.

A simple agreement for future equity (SAFE) is an agreement between an investor and a company that provides rights to the investor for future equity in the company similar to a warrant, except without determining a specific price per share at the time of the initial investment.

Cons: SAFE investors assume most, if not all, of the risk, in that there is no guarantee of any equity ownership in the company. ... A SAFE holder is not entitled to any company assets in the event of a liquidation.

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“SAFE” means an instrument containing a future right to shares of Capital Stock ... (Please fill out and return with requested documentation.) INVESTOR NAME ... When the Simple Agreement for Future Equity converts to preferred stock, the accounting entries are that the SAFE entry is removed and the amount is credited to ...Sep 13, 2023 — Accounting Rules for a Simple Agreement for Future Equity Raising Concerns, FASB Private Company Panel Says ... For CA: Do not sell my information ... A simple agreement for future equity (SAFE) is a financing contract that may be used by a startup company to raise capital in its seed financing rounds. In this blog post, we will explore the origins of SAFEs, their benefits and risks, how they compare to convertible notes, and delve into the key provisions that ... Guided Workflow to Fill Your Simple Agreement For Future Equity (SAFE). Use this web-based Gavel legal app to easily fill out your SAFE document. Y Combinator ... Aug 14, 2023 — There are three main ways to classify a SAFE when it comes to taxes. They are either: (1) debt, (2) an equity derivative, like a forward, or (3) ... Jul 30, 2020 — Based on the SAFE investment of $500,000, that means the SAFE investor holds 31.25% of the shares, prior to the equity investment ($500,000/$ ... All you need to do is fill out a simple questionnaire, print it, and sign. No printer? No worries. You and other parties can even sign online. How to Create a ... A “Safe,” or Simple Agreement for Future Equity, is a simple 5+ page contract designed to easily raise money for early-stage startups. This agreement is an ...

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California Simple Agreement for Future Equity