Virginia 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.
The Virginia Term Sheet — Simple Agreement for Future Equity (SAFE) is a legal document used by startups and investors in Virginia to guide their financial agreements and investments. This document sets out the terms and conditions for future equity issuance and helps establish a framework for investment rounds. A Virginia Term Sheet — Simple Agreement for Future Equity (SAFE) outlines the investment details, including the principal amount, conversion terms, discounts, valuation caps, and other critical provisions. It offers a simplified and standardized way to invest in early-stage companies, reducing the complexity and time required for negotiations. There are different types or variations of Virginia Term Sheet — Simple Agreement for Future Equity (SAFE): 1. pre-Roman SAFE: This type determines the valuation of the company before the investment is made. It establishes the conversion price of the SAFE upon the next equity financing round, allowing investors to acquire a predetermined percentage of equity based on the agreed valuation. 2. Post-money SAFE: Unlike the pre-money SAFE, this type calculates the valuation of the company after the investment is made. The conversion price is determined by dividing the company's post-money valuation by the appropriate fully-diluted capitalization. 3. Valuation cap SAFE: This variation sets a maximum valuation cap, which limits the price at which the SAFE can be converted into equity upon the next equity financing. It provides potential benefit to the investor, ensuring they receive equity at a predetermined maximum valuation. 4. Discount SAFE: This type offers a discounted share price to investors when they convert their investment into equity upon the next equity financing round. It gives investors the opportunity to acquire equity at a lower price compared to future investors, incentivizing early investment. 5. Pro rata rights SAFE: In certain cases, investors may negotiate for pro rata rights, which allow them to maintain their ownership percentage by having the first right to invest in future funding rounds. This variation ensures that investors can protect their initial investment as the company grows and attracts additional funding. 6. Conversion and liquidity events SAFE: This type specifies the conditions under which the SAFE converts into equity, such as an equity financing round, acquisition, or an initial public offering (IPO). It clarifies when the investor can expect their investment to be converted into shares or receive the agreed returns. It's important to note that the specifics and terminologies of each type of Virginia Term Sheet — Simple Agreement for Future Equity (SAFE) may vary depending on the negotiating parties and legal counsel involved. Therefore, seeking professional advice and tailoring the document to specific circumstances is highly recommended.

The Virginia Term Sheet — Simple Agreement for Future Equity (SAFE) is a legal document used by startups and investors in Virginia to guide their financial agreements and investments. This document sets out the terms and conditions for future equity issuance and helps establish a framework for investment rounds. A Virginia Term Sheet — Simple Agreement for Future Equity (SAFE) outlines the investment details, including the principal amount, conversion terms, discounts, valuation caps, and other critical provisions. It offers a simplified and standardized way to invest in early-stage companies, reducing the complexity and time required for negotiations. There are different types or variations of Virginia Term Sheet — Simple Agreement for Future Equity (SAFE): 1. pre-Roman SAFE: This type determines the valuation of the company before the investment is made. It establishes the conversion price of the SAFE upon the next equity financing round, allowing investors to acquire a predetermined percentage of equity based on the agreed valuation. 2. Post-money SAFE: Unlike the pre-money SAFE, this type calculates the valuation of the company after the investment is made. The conversion price is determined by dividing the company's post-money valuation by the appropriate fully-diluted capitalization. 3. Valuation cap SAFE: This variation sets a maximum valuation cap, which limits the price at which the SAFE can be converted into equity upon the next equity financing. It provides potential benefit to the investor, ensuring they receive equity at a predetermined maximum valuation. 4. Discount SAFE: This type offers a discounted share price to investors when they convert their investment into equity upon the next equity financing round. It gives investors the opportunity to acquire equity at a lower price compared to future investors, incentivizing early investment. 5. Pro rata rights SAFE: In certain cases, investors may negotiate for pro rata rights, which allow them to maintain their ownership percentage by having the first right to invest in future funding rounds. This variation ensures that investors can protect their initial investment as the company grows and attracts additional funding. 6. Conversion and liquidity events SAFE: This type specifies the conditions under which the SAFE converts into equity, such as an equity financing round, acquisition, or an initial public offering (IPO). It clarifies when the investor can expect their investment to be converted into shares or receive the agreed returns. It's important to note that the specifics and terminologies of each type of Virginia Term Sheet — Simple Agreement for Future Equity (SAFE) may vary depending on the negotiating parties and legal counsel involved. Therefore, seeking professional advice and tailoring the document to specific circumstances is highly recommended.

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How to fill out Virginia Term Sheet - Simple Agreement For Future Equity (SAFE)?

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FAQ

In recent years, SAFEs have become the most common convertible instrument due to their relative simplicity. Like convertible notes, SAFEs convert into stock in a future priced round. Unlike convertible notes, they are not debt and do not require the company to pay back the investment with interest.

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.

A safe (Simple Agreement for Future Equity) term sheet is a type of investment instrument used in early-stage startup funding. It allows investors to provide capital to a startup in exchange for the right to receive equity at a later date.

Suppose a SAFE is issued with a 20% discount. This means if the SAFE investor invested $40,000 in a startup whose price per share at the time of future investment comes out to be $10, he'll get the share at a 20% discounted price, which is $8. This means he'll get 5000 shares instead of 4000.

SAFE funds on the balance sheet When funds come in from a SAFE note, they are added to cash as a debit. We also credit the SAFE notes line item in your balance sheet. Since SAFE notes don't have a maturity date, they don't have to be paid back in 12 or 24 months.

Accounting Perspective From an accounting standpoint, there is some debate over whether a SAFE note should be classified as a liability or equity on the balance sheet. This is because a SAFE note has characteristics of both debt (a liability) and equity.

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.

Instead, a SAFE note represents a right to purchase equity in the company at a future date, typically when the company raises its next round of financing or goes public. As a result, investors typically expect companies to classify SAFE notes as equity on their balance sheets.

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Virginia Term Sheet - Simple Agreement for Future Equity (SAFE)