Colorado Simple Agreement for Future Equity

State:
Multi-State
Control #:
US-ENTREP-008-5
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 Colorado Simple Agreement for Future Equity (SAFE) is a legal instrument used by startups and early-stage companies to raise capital while avoiding the complexities and costs associated with traditional equity financing options. A SAFE is essentially an agreement between an investor and a company that provides the investor with the right to receive equity in the future, typically upon the occurrence of specific triggering events such as a future financing round or sale of the company. Key features of the Colorado SAFE include: 1. Equity Conversion: Unlike traditional convertible notes, a SAFE does not accrue interest or have a maturity date. Instead, it offers an investor the right to convert their investment into equity at a predetermined valuation cap or discount to the future financing round. 2. Simplicity and Flexibility: As the name suggests, a Colorado SAFE is a straightforward and standardized agreement that avoids the need for extensive negotiations and legal documentation. It simplifies the fundraising process providing companies and investors with flexibility and efficiency. 3. Investor Protection: Although a Colorado SAFE is considered an investment, it does not grant the investor any shareholder rights. However, in case of liquidation, the investor is prioritized over common stockholders, ensuring some level of protection. Types of Colorado SAFE agreements: 1. Valuation Cap SAFE: This type of SAFE includes a predetermined valuation cap, which sets a maximum valuation at which the investor's investment converts into equity. If the future financing round results in a higher valuation than the cap, the investor benefits from a lower price per share. 2. Discount SAFE: In this variation, the investor receives a discount off the future financing round's price per share. For example, if the agreed discount is 20%, the investor would convert their investment at a lower price per share compared to new investors. 3. Hybrid SAFE: A hybrid SAFE combines the valuation cap and discount features, providing the investor with the option to choose between the two conversion methods based on which results in a more favorable outcome. Overall, the Colorado SAFE is a popular fundraising tool that enables startups and early-stage companies to attract investment without the immediate need to determine the company's value. It simplifies the financing process, allows for flexibility in negotiation, and provides some level of protection for investors.

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How to fill out Colorado Simple Agreement For Future Equity?

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FAQ

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.

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.

A Simple Agreement for Future Equity (we'll call it a SAFE from here on out) is an agreement that an early-stage startup makes with an investor?typically when raising money during a seed round. Because the startup doesn't yet have a formal valuation, it doesn't have shares to issue to the investor.

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 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.

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.

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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Colorado Simple Agreement for Future Equity