Maryland 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 Maryland Simple Agreement for Future Equity (SAFE) is a legally binding contract frequently used by early-stage startups to raise funds in exchange for a promise of future equity issuance. It is an innovative instrument that offers a simplified and streamlined approach to fundraising, enabling companies to secure financing without going through the complexities and regulatory requirements associated with traditional stock sales. Under a Maryland SAFE, investors provide funds to a company with the expectation of receiving equity at a later predetermined milestone or trigger event. This trigger event can include subsequent funding rounds, an acquisition, or even an initial public offering (IPO). The SAFE agreement specifies the terms of the future equity issuance, including the valuation cap, discount rate, and other potential provisions. The Maryland SAFE serves as an attractive alternative to other funding methods like convertible notes or equity financing, as it offers more flexibility for both the startup and the investor. Startups can access capital more quickly and without diluting existing shareholders, while investors gain the potential for future equity ownership at a favorable valuation. There are various types of Maryland SAFE agreements, namely: 1. Standard SAFE: This is the most common type of Maryland SAFE, where investors provide funding in return for the promise of future equity issuance. The agreement typically includes a valuation cap and a discount rate, providing investors with the opportunity to obtain equity at a predetermined price. 2. MFN (Most-Favored Nation) SAFE: This variant of the Maryland SAFE incorporates a Most-Favored Nation clause, which ensures that if the company issues Safes to future investors with more favorable terms, the initial investors in the MFN SAFE will automatically receive those improved terms. 3. MFN Carve out SAFE: This type of Maryland SAFE includes a Most-Favored Nation clause but excludes specific investors from the MFN provision. It allows the company to offer subsequent Safes to specific investors without granting those investors any improved terms negotiated by later investors. The Maryland SAFE has gained popularity in the startup ecosystem due to its simplicity and efficiency. However, it is crucial for both startups and investors to carefully review and understand the terms and implications associated with this fundraising method. Consulting with legal professionals experienced in startup financing is highly recommended ensuring compliance with Maryland state laws and to maximize the benefits of utilizing Safes as a financing tool.

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FAQ

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

SAFTs typically provide that the intended tax treatment of the SAFT is as a forward contract. If this treatment is respected, then taxation of the purchase amount should be deferred until delivery of the s to the SAFT holder.

While debt is taxed once, equity funding is taxed twice: once at the business level, and once at the shareholder level through dividend and capital gains taxes. Successfully classifying funding as debt as opposed to equity produces tax advantages for the corporation.

One of the challenges of using a SAFE is that it can be difficult to predict how much money a company will raise. This is because the valuation cap is not set in stone and can change over time. Another challenge of using a SAFE is that it can delay the equity financing process.

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.

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 contract between an investor and a company that provides rights to the venture capital investor for equity down the road. Interested clients need to know that, concerning taxes, this relatively new and quick form of raising venture capital is not simple, advisors say.

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Maryland Simple Agreement for Future Equity