Virginia 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 Virginia Simple Agreement for Future Equity (SAFE) is a legal instrument commonly used by startups and early-stage companies to secure financing without offering ownership or equity rights immediately. It's an innovative way for entrepreneurs to raise funds and attract investors while deferring the valuation and equity-related decisions to a later date. The Virginia SAFE operates under the principle that investors provide funds to the company in exchange for the right to obtain future equity if certain predefined events occur. These events can include a future funding round, an acquisition, or an initial public offering (IPO). This instrument simplifies the investment process and provides flexibility for both startups and investors, as valuation discussions are often challenging at early stages. There are several variations of the Virginia SAFE depending on the specific needs and preferences of the parties involved: 1. Virginia Simple Agreement for Future Equity pre-Romaney SAFE: This type of SAFE is based on the pre-money valuation of the company. Investors agree to provide funds in exchange for the right to obtain equity at a later round of financing or an event triggering conversion. 2. Virginia Simple Agreement for Future Equity — Post-Money SAFE: In contrast to the pre-money SAFE, the post-money SAFE is based on the post-money valuation of the company. It means that the valuation includes the funds raised in the current financing round, which may impact the conversion rate and terms for investors. 3. Virginia Simple Agreement for Future Equity — Valuation Cap SAFE: This type of SAFE includes a cap on the maximum valuation at which the investment will convert into equity. It protects investors from potential unfavorable changes in the company's value in subsequent funding rounds. 4. Virginia Simple Agreement for Future Equity — Discount SAFE: The discount SAFE allows investors to convert their investment into equity at a predetermined discount rate compared to the valuation of the subsequent funding round. It rewards early investors for taking early-stage risks. 5. Virginia Simple Agreement for Future Equity — Interest-Bearing SAFE: This variant of the SAFE incorporates an interest rate on the funds invested. If the agreed-upon event triggering conversion doesn't occur after a specified period, the invested funds accrue interest as compensation. 6. Virginia Simple Agreement for Future Equity — Cap and Discount SAFE: This type combines both a valuation cap and a discount rate. It offers investors a more favorable conversion rate by applying either the cap or the discount, whichever provides the most significant benefit. The Virginia SAFE enables startups to secure financing and investors to support promising ventures without the immediate complexities of equity negotiations. By deferring equity issuance until a future milestone or event, both parties have room to make informed decisions based on the company's progress, valuation, and market conditions.

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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.

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

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 (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.

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.

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.

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.

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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