Virginia Simple Agreement for Future Equity

State:
Multi-State
Control #:
US-ENTREP-008-3
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.

Virginia Simple Agreement for Future Equity, also known as SAFE, is a legal document or contract commonly used by startups and early-stage companies to raise capital without giving away ownership or issuing traditional convertible notes. The Virginia SAFE agreement allows investors to provide funds to the company in exchange for the right to obtain shares in the future, typically upon the occurrence of a specific event, such as a subsequent financing round or an exit event. The Virginia SAFE agreement is designed to be simple and straightforward, offering flexibility for both the company and the investor. It outlines the terms and conditions of the investment, including the amount of funds being provided, the valuation cap (if any), and the discount rate (if applicable). However, unlike a convertible note, the Virginia SAFE agreement does not accrue interest or have a maturity date. There are different types of Virginia SAFE agreements that companies can use, depending on their specific needs: 1. Virginia Simple Agreement for Future Equity with a Valuation Cap: This type of SAFE agreement includes a predetermined maximum valuation at which the investor would convert their investment into equity in the future. When the company undergoes a subsequent financing round, the investor's shares are valued based on the cap, ensuring they receive a better deal than the new investors. 2. Virginia Simple Agreement for Future Equity with a Discount Rate: In this type of SAFE agreement, the investor is entitled to a discount upon conversion into equity in the future. The discount rate provides them with the opportunity to purchase shares at a lower price than the subsequent financing round investors, incentivizing early participation. 3. Virginia Simple Agreement for Future Equity with a Valuation Cap and Discount Rate: This type of SAFE agreement combines both a valuation cap and a discount rate. It provides the investor with the advantage of either a capped valuation conversion or a discounted conversion, whichever is more favorable upon the occurrence of the specified event. Virginia SAFE agreements are a popular choice for startups and early-stage companies in Virginia due to their simplicity and investor-friendly features. They allow companies to secure funding without issuing equity immediately, offering potential investors the opportunity for future equity participation upon certain trigger events. By using Virginia SAFE agreements, companies can attract early-stage investors while deferring valuation discussions until a future financing round or exit event, streamlining the investment process.

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FAQ

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.

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.

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.

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.

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

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SAFE stands for Simple Agreement for Future Equity. It was created by the team at Y Combinator and has been a popular method for investing at the earlier ... A Simple Agreement for Future Equity (SAFE) is an investment structure, formalized through a financing contract, that allows early-stage startups to invest in ...Jul 12, 2018 — Our Client Alert of April 9, 2019, discusses the tax treatment of the new SAFE forms. SAFEs, or Simple Agreements for Future Equity, which ... Use this web-based Gavel legal app to easily fill out your SAFE document. “SAFE” means an instrument containing a future right to shares of Capital Stock ... (Please fill out and return with requested documentation.) INVESTOR NAME ... by JM Green · 2016 · Cited by 26 — Specifically, we believe that the forms of a relatively new startup-financing instrument, the simple agreement for future equity (“SAFE”), ... 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 ... 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 ... YC Partner Kirsty Nathoo gives the lowdown on several different ways to capitalize your company and how those impact founder equity and cap tables overall. Jun 1, 2017 — THE SIMPLE AGREEMENT FOR FUTURE EQUITY ... The SAFE was designed to facilitate investments by wealthy, sophisticated angel investors in early- ...

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Virginia Simple Agreement for Future Equity