Simple Agreement For Equity In Montgomery
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FAQ
The Discount Rate is calculated as 100% minus the percent discount the SAFE investors are entitled to. For example, if SAFE investors are entitled to a discount of 20% (they can buy Standard Preferred Stock 20% cheaper than subsequent investors), the Discount Rate is 80% = 100% - 20%.
SAFE Note Example For example, an investor purchases a SAFE note from your startup with a valuation cap of $10M. Your company's value is set at $20M at $10/share during the subsequent funding round. The SAFE note will convert based on the valuation cap of $10M.
SAFE note, also known as a Simple Agreement for Future Equity, is a type of investment contract commonly used by startups to raise capital from early-stage investors. With a SAFE agreement, you can secure funding for your startup while offering investors the right to convert their investment into equity in the future.
How to negotiate a SAFE agreement Understand the terms and conditions. Create a term sheet that outlines the conditions you're willing to accept and those you want to negotiate. Align interests with investors. Find investors who offer more than just capital. Come in with a plan. Focus on building relationships.
For example, if a SAFE has a valuation cap of $10 million, and your startup's next financing round values the company at $15 million, the SAFE investor's equity will be calculated based on the $10 million cap, not the $15 million valuation.
Like all early-stage investments, SAFEs can be especially risky because when you provide the funding, you don't end up owning anything. In the event of a liquidation or wind-down, you may get nothing if the SAFE hasn't already converted.
Potential for misalignment: SAFE agreements can sometimes lead to misalignment between founders and investors, particularly if the future valuation doesn't meet expectations. Investors may feel they've overpaid if the company's valuation is lower than anticipated at the conversion event.
Because Safes have no maturity date, the traditional critique is that investors can end up in 'no mans' land if the company fails to secure additional financing (thus Safe holders have no option to convert or receive back principal - they just sit there with their SAFE indefinitely).
