Kentucky Simple Agreement for Future Equity

State:
Multi-State
Control #:
US-ENTREP-008-5
Format:
Word; 
Rich Text
Instant download

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 Kentucky Simple Agreement for Future Equity (SAFE) is a legal contract commonly used by companies and investors to facilitate investment transactions in the state of Kentucky, United States. It is an innovative funding mechanism that allows startups and early-stage companies to raise capital without the immediate need to determine the company's valuation. The Kentucky SAFE is specifically adapted to the legal requirements of the state, and it offers a simplified approach to early-stage investments. It is similar to other SAFE agreements used across the United States but tailored to the specific regulations and practices in Kentucky. The primary purpose of a Kentucky SAFE is to establish an investment agreement between a company and an investor. In exchange for the investor's capital, the company promises to provide the investor with equity in the future, typically upon the occurrence of a specific triggering event. This event is often a subsequent equity financing round or a liquidity event such as an acquisition or an initial public offering (IPO). The Kentucky SAFE provides flexibility in determining the valuation of the company at the time of the triggering event. Instead of setting a specific valuation upfront, which can be challenging for early-stage companies, the equity conversion occurs based on predetermined conversion terms specified in the agreement. Common conversion terms include a discount rate or a valuation cap, allowing the investor to receive a more favorable deal once the equity conversion takes place. There can be different types of Kentucky SAFE agreements, each tailored to meet the specific needs and preferences of the parties involved. These may include: 1. Standard Kentucky SAFE: This is the most commonly used type, where the investor provides funds to the company in exchange for future equity. 2. Kentucky SAFE with Discount: This type incorporates a discount rate to incentivize early-stage investors. The investor receives an equity conversion price lower than the price paid in subsequent equity rounds. 3. Kentucky SAFE with Valuation Cap: Under this version, a predetermined maximum valuation is set for conversion purposes. It ensures that the investor receives equity based on the valuation cap, even if the post-money valuation surpasses it in future financing rounds. 4. Kentucky SAFE with Conversion Qualifiers: Some agreements may include specific qualifiers to trigger the equity conversion, such as a minimum funding threshold or the occurrence of a particular event. These qualifiers protect the investor's interests and ensure the company meets certain milestones before conversion. 5. Kentucky SAFE with Interest: In certain cases, the SAFE agreement may include an interest provision where the investor receives additional shares as compensation for the time value of money. It is essential for both companies and investors to seek legal counsel when utilizing a Kentucky SAFE to ensure compliance with state regulations and to draft an agreement that aligns with their specific investment goals and requirements.

The Kentucky Simple Agreement for Future Equity (SAFE) is a legal contract commonly used by companies and investors to facilitate investment transactions in the state of Kentucky, United States. It is an innovative funding mechanism that allows startups and early-stage companies to raise capital without the immediate need to determine the company's valuation. The Kentucky SAFE is specifically adapted to the legal requirements of the state, and it offers a simplified approach to early-stage investments. It is similar to other SAFE agreements used across the United States but tailored to the specific regulations and practices in Kentucky. The primary purpose of a Kentucky SAFE is to establish an investment agreement between a company and an investor. In exchange for the investor's capital, the company promises to provide the investor with equity in the future, typically upon the occurrence of a specific triggering event. This event is often a subsequent equity financing round or a liquidity event such as an acquisition or an initial public offering (IPO). The Kentucky SAFE provides flexibility in determining the valuation of the company at the time of the triggering event. Instead of setting a specific valuation upfront, which can be challenging for early-stage companies, the equity conversion occurs based on predetermined conversion terms specified in the agreement. Common conversion terms include a discount rate or a valuation cap, allowing the investor to receive a more favorable deal once the equity conversion takes place. There can be different types of Kentucky SAFE agreements, each tailored to meet the specific needs and preferences of the parties involved. These may include: 1. Standard Kentucky SAFE: This is the most commonly used type, where the investor provides funds to the company in exchange for future equity. 2. Kentucky SAFE with Discount: This type incorporates a discount rate to incentivize early-stage investors. The investor receives an equity conversion price lower than the price paid in subsequent equity rounds. 3. Kentucky SAFE with Valuation Cap: Under this version, a predetermined maximum valuation is set for conversion purposes. It ensures that the investor receives equity based on the valuation cap, even if the post-money valuation surpasses it in future financing rounds. 4. Kentucky SAFE with Conversion Qualifiers: Some agreements may include specific qualifiers to trigger the equity conversion, such as a minimum funding threshold or the occurrence of a particular event. These qualifiers protect the investor's interests and ensure the company meets certain milestones before conversion. 5. Kentucky SAFE with Interest: In certain cases, the SAFE agreement may include an interest provision where the investor receives additional shares as compensation for the time value of money. It is essential for both companies and investors to seek legal counsel when utilizing a Kentucky SAFE to ensure compliance with state regulations and to draft an agreement that aligns with their specific investment goals and requirements.

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FAQ

A Simple Agreement for Future Equity (we'll call it a SAFE from here on out) is an agreement that an early-stage startup makes with an investor?typically when raising money during a seed round. Because the startup doesn't yet have a formal valuation, it doesn't have shares to issue to the investor.

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.

What's Included in a Simple Agreement for Future Equity? The key terms of a SAFE include the investment amount, the valuation cap, and the conversion discount.

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.

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 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.

A Simple Agreement for Future Equity (SAFE) is a contractual agreement between a startup company and its investors. It exchanges the investor's investment for the right to preferred shares in the startup company when the company raises a future round of funding.

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A Simple Agreement for Future Equity (SAFE) is an investment structure, formalized through a financing contract, that allows early-stage startups to invest in ... 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 ...by C FORM · 2020 — ... SAFE (Simple Agreement for Future Equity) (the. “Securities”) on a best efforts basis as described in this Form C (this “Offering”). The ... “SAFE” means an instrument containing a future right to shares of Capital Stock ... (Please fill out and return with requested documentation.) INVESTOR NAME ... SAFE contracts are the fastest way for entrepreneurs to raise capital for their startup and an easy way for angel investors to invest in ... A primer on Simple Agreements for Future Equity (SAFEs), the investment vehicle used by the Polsky Center, Chicago Booth, and the University ... Apr 12, 2023 — Like convertible notes, SAFE agreements convert to equity upon qualified financing. However, unlike convertible notes, SAFE investments have no ... ... a near equity interest, such as a simple agreement for future equity, or "SAFE agreement", or a convertible debt instrument in the qualified small business. Unlike the original pre-money SAFE - Simple Agreement for Future Equity - the 2018 post-money SAFE uses a post-money valuation cap. The SAFE ... (2)In consideration for the qualified investment, the qualified investor shall receive an equity interest, or a near equity interest, such as a simple agreement ...

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Kentucky Simple Agreement for Future Equity