Nevada 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 Nevada Simple Agreement for Future Equity (SAFE) is a legal document widely used in the startup world that outlines an agreement for investment between an investor and a company in Nevada. With the goal of simplifying the fundraising process for both parties involved, this agreement offers a flexible framework for startup funding without relying on traditional equity offerings. The Nevada SAFE operates under the principle that, instead of purchasing equity in the company at the time of investment, the investor will be entitled to future equity or financial rewards when certain predetermined events occur, such as a future financing round or acquisition. This allows startups to secure necessary funding without the immediate need to precisely determine the company's valuation or issue actual shares. In Nevada, there are different types of SAFE agreements available to cater to specific investment scenarios. The most common ones include: 1. Valuation Cap SAFE: This type of Nevada SAFE establishes a maximum company valuation at which the investor's future equity will be priced when the triggering event happens. By setting a cap, investors ensure that they will receive equity shares at a favorable price, protecting their investment in case of a significant increase in valuation. 2. Discount SAFE: The Discount SAFE in Nevada offers investors the opportunity to receive future equity at a discounted rate compared to the valuation determined in a subsequent financing round. The discount percentage is predetermined, providing investors with an advantage when converting their SAFE to equity. 3. MFN (Most Favored Nation) SAFE: The MFN SAFE ensures that an investor will receive the most favorable terms in terms of equity pricing, rights, and privileges offered to future investors. This provision protects the investor from being disadvantaged if subsequent investors receive more favorable terms. 4. Pro Rata Rights SAFE: This type of Nevada SAFE grants the investor the right to maintain their proportional ownership in the company when new equity offerings are made. In other words, the investor can participate in future financing rounds to maintain their ownership percentage, ensuring they are not diluted. Nevada SAFE agreements provide startups with a simplified investment framework, giving them the flexibility to attract and secure funding without the need for complicated negotiations associated with traditional equity offerings. By offering various types of SAFE agreements, Nevada supports entrepreneurs in finding the most suitable investment structure for their specific needs.

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FAQ

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.

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.

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.

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 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.

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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 Simple Agreement for Future Equity (SAFE) is an investment structure, formalized through a financing contract, that allows early-stage startups to invest in ...“Safe” means an instrument containing a future right to shares of Capital Stock ... Agreement shall be imprinted on each stock certificate representing the Safe ... SAFE agreements, also known as simple agreements for future equity and SAFE notes, are financial agreements that startups use to raise seed financing capital ... SAFE contracts are the fastest way for entrepreneurs to raise capital for their startup and an easy way for angel investors to invest in ... This Safe is one of the forms available at Startup Documents and the Company and the Investor agree that neither one has modified the form, except to fill in ... Jul 4, 2022 — In a previous article, we discussed what it means to raise capital through a Simple Agreement for Future Equity ("SAFE"). The SAFE was ... A SAFE agreement is an option for obtaining early-stage startup funding. A simple agreement for future equity delays valuation of a company until it has more ... Oct 5, 2023 — SAFE financing may be a simpler way to raise capital, but can also impact your company's 409A valuation. Learn the advantages and the risks. A primer on Simple Agreements for Future Equity (SAFEs), the investment vehicle used by the Polsky Center, Chicago Booth, and the University ...

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Nevada Simple Agreement for Future Equity