North Dakota Term Sheet - Simple Agreement for Future Equity (SAFE)

State:
Multi-State
Control #:
US-ENTREP-008-1
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.
A North Dakota Term Sheet — Simple Agreement for Future Equity (SAFE) is a legal document that outlines the terms and conditions of an investment agreement between an investor and a startup company. It is a popular financial instrument used in the early stages of startup funding. The North Dakota SAFE is similar to other SAFE agreements used in different states, but it reflects the specific legal and regulatory requirements of North Dakota. It provides a simple and standardized way for investors to make investments in startups, without the complexities and delays associated with traditional equity financing. The North Dakota SAFE outlines the key provisions of the investment agreement, including the amount of investment, valuation cap, discount rate, and conversion terms. It aims to strike a balance between protecting the rights and interests of the investor while also incentivizing the startup company to succeed. There are different types of North Dakota SAFE agreements that can be customized to suit the unique needs and preferences of both the investor and the startup. Some of these types include: 1. Valuation Cap SAFE: This type of SAFE agreement establishes a maximum valuation for the startup at the time of conversion to equity. It ensures that the investor receives a predetermined equity percentage even if the startup's valuation increases significantly. 2. Discounted SAFE: This type of SAFE agreement offers the investor a discount on the future price per share when the SAFE converts into equity. It provides the investor with a beneficial position by allowing them to purchase equity at a lower price compared to future investors. 3. MFN (Most Favored Nation) SAFE: A MFN SAFE agreement ensures that if the startup issues SAFE sat a lower valuation or with better terms to subsequent investors, the original investor's SAFE will automatically update to match the more favorable terms. It protects the interests of the initial investor and ensures they are not disadvantaged by future investment rounds. 4. Pro Rata Rights SAFE: This type of SAFE agreement provides the investor with the option to maintain their ownership percentage in the startup by allowing them to participate in future equity financing rounds. It ensures that the investor has the opportunity to maintain their stake in the company as it grows. It is important for both investors and startups to carefully review and negotiate the terms of the North Dakota SAFE before entering into an investment agreement. Seeking legal advice from a qualified attorney is highly recommended ensuring compliance with North Dakota's securities laws and regulations.

A North Dakota Term Sheet — Simple Agreement for Future Equity (SAFE) is a legal document that outlines the terms and conditions of an investment agreement between an investor and a startup company. It is a popular financial instrument used in the early stages of startup funding. The North Dakota SAFE is similar to other SAFE agreements used in different states, but it reflects the specific legal and regulatory requirements of North Dakota. It provides a simple and standardized way for investors to make investments in startups, without the complexities and delays associated with traditional equity financing. The North Dakota SAFE outlines the key provisions of the investment agreement, including the amount of investment, valuation cap, discount rate, and conversion terms. It aims to strike a balance between protecting the rights and interests of the investor while also incentivizing the startup company to succeed. There are different types of North Dakota SAFE agreements that can be customized to suit the unique needs and preferences of both the investor and the startup. Some of these types include: 1. Valuation Cap SAFE: This type of SAFE agreement establishes a maximum valuation for the startup at the time of conversion to equity. It ensures that the investor receives a predetermined equity percentage even if the startup's valuation increases significantly. 2. Discounted SAFE: This type of SAFE agreement offers the investor a discount on the future price per share when the SAFE converts into equity. It provides the investor with a beneficial position by allowing them to purchase equity at a lower price compared to future investors. 3. MFN (Most Favored Nation) SAFE: A MFN SAFE agreement ensures that if the startup issues SAFE sat a lower valuation or with better terms to subsequent investors, the original investor's SAFE will automatically update to match the more favorable terms. It protects the interests of the initial investor and ensures they are not disadvantaged by future investment rounds. 4. Pro Rata Rights SAFE: This type of SAFE agreement provides the investor with the option to maintain their ownership percentage in the startup by allowing them to participate in future equity financing rounds. It ensures that the investor has the opportunity to maintain their stake in the company as it grows. It is important for both investors and startups to carefully review and negotiate the terms of the North Dakota SAFE before entering into an investment agreement. Seeking legal advice from a qualified attorney is highly recommended ensuring compliance with North Dakota's securities laws and regulations.

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FAQ

A SAFE is an agreement to provide you a future equity stake based on the amount you invested if?and only if?a triggering event occurs, such as an additional round of financing or the sale of the company.

If a company fails to secure future equity financing or get acquired, then an investor's SAFE will never convert into equity. The SAFE holder will be entitled to repayment in a dissolution of the company, although it's likely there won't be meaningful assets left to pay the SAFE holder in that scenario.

A SAFE note is a security that is going to convert to stock at a future point, usually at a pre-negotiated price cap. Let's look at an example. A person might invest in a SAFE note with a $10 million cap. If the company is bought for $100 million, that's great news.

SAFE (or simple agreement for future equity) notes are financial agreements that startups often use to help raise seed capital. Essentially, a SAFE note acts as a legally binding promise to allow an investor to purchase a specified number of shares for an agreed-upon price at some point in the future.

No, a SAFE note is not a loan or debt, it is accounted for an equity on the balance sheet. Unlike convertible debt - or pretty much any debt, it does not have an interest rate nor does it have a maturity date.

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.

In 2020, the number of non-convertible notes (e.g., SAFE notes and KISS notes), used by pre-funding companies is just as prevalent (58%) as the number of convertible debt notes issued.

How to Prepare a Term Sheet Identify the Purpose of the Term Sheet Agreements. Briefly Summarize the Terms and Conditions. List the Offering Terms. Include Dividends, Liquidation Preference, and Provisions. Identify the Participation Rights. Create a Board of Directors. End with the Voting Agreement and Other Matters.

More info

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North Dakota Term Sheet - Simple Agreement for Future Equity (SAFE)