Safe Investor Agreement


Let`s say you invest $25,000 under a SAFE deal. Since assigning a valuation to early-stage companies makes almost no sense, the startup will use its SAFE agreement to find new investors to postpone the valuation to a future event. Investors simply buy the right to equity in the future if the startup has more traction and performance data that would allow an institutional investor to properly evaluate the startup. At that time, your $25,000 would be converted into shares relative to the valuation of the rated round. Early investors typically benefit from risk that includes discounts and valuation caps. The start-up (or another company) and the investor enter into an agreement. They trade things like: For more information on SAFE securities, check out the SEC Investor Bulletin. To receive the latest investor alerts and other important information from FINRA, sign up for Investor News. The new vault does not change two fundamental characteristics that we believe remain important for startups: the risk and tolerance of SAFE agreements contrast with convertible bonds. Investors may not be familiar with convertible bonds or may feel uncertain about the tax implications of the SAFE agreement. The standard for simple and flexible investment instruments are convertible bonds. Crowdfunding usually refers to a method of financing in which money is raised by attracting relatively small individual investments or contributions from a large number of people.

In May 2016, under the Jumpstart Our Business Startups Act (JOBS Act), the SEC established rules that allow individual investors to participate in securities-based crowdfunding. It is important to understand the terms of a SAFE in which you invest through a crowdfunding offer. Here are five things you need to know about a SAFE offer. Most-Favoured Country (MFN) regulations, also known as non-discrimination clauses, require start-ups to grant equal privileges to all investors. If, for example, convertible bonds are issued on better terms on better terms, existing investors will also benefit from the same terms. Attorney Greg Corbin is the founder and director of Signal Law in Denver, Colorado. It has built a reputation for its innovative solutions as well as for its transparent pricing structure and responsiveness in its relationships with its customers. In recognition of his exceptional professionalism and service, Mr. Corbin has received the highest rankings and approvals from his peers as one of the best lawyers in his region in business law and transactions. A 2008 graduate of Kansas State University, Mr.

Corbin received his Juris Doctor from Boston University School of Law in 2013. The Massachusetts Bar Association admitted him as an attorney the same year, and the Colorado State Bar Association admitted him in 2015. Lord. Corbin is an active member of the Denver Bar Association and the Colorado State Bar Association, among other professional affiliations, and supports his local community by getting involved in the Worthmore Project and Biking for Baseball, where he serves on the Board of Directors. Another feature is the “pro-rated cover letter”. This gives the SAFE investor the right to make an additional investment in future towers. It`s good for the investor. But from a company`s perspective, pro-rated rights can sometimes be a problem if future investors want to have the future for themselves.

This potential problem can be exacerbated if the company has granted pro-rated rights to several SAFE investors. SAFERs solve two problems: (1) no one knows what a company is worth in the early stages, and (2) no one wants to spend a lot of time and money creating elaborate investment documents. A SAFE moves the question of valuation so you can move on, even if the founder and investor have very different ideas about what the company is worth. The SAFE is a short standard document that can be created easily and cheaply. A discount rate gives the SAFE investor a discount on what future investors pay for equity at the time of the triggering event. This is a discount on the future selling price. A discount rate of 85% means that the SAFE investor receives their future equity for 85% of what future investors pay, which rewards them for early investment. When it comes to a SAFE investment, three key terms need to be negotiated: triggering events, valuation cap and discount.

Not all SAFERs are the same. Getting the right terms can make or lose a lot of money for investors and businesses. A good startup lawyer can help you navigate these key terms. Here`s what these key terms mean: A seed investor takes a high risk from the start. This risk is not rewarded if all the investor gets is the right to invest with others later when the company has more value. A valuation cap solves this problem for the investor. A valuation cap sets a maximum enterprise value to determine the percentage of equity the investor receives. Without a valuation cap, the SAFE investor`s percentage of equity continues to decline as enterprise value increases.

Some issuers offer a new type of security as part of some crowdfunding offerings, which they have called SAFE. The acronym stands for Simple Agreement for Future Equity. These securities carry risk and are very different from traditional common shares. As the Securities and Exchange Commission (SEC) notes in a new investor bulletin, a SAFE offering, regardless of its name, cannot be “simple” or “secure.” In some quarters, SAFE arrangements are superior to convertible bonds simply because they are not debts. Therefore, investors don`t have to worry about interest rates and maturity dates. Convertible bonds, on the other hand, contain both elements. The relative speed of SAFE agreements allows them to act as a standardized arrangement. In short, they are structured more similarly from one investment to another.

Convertible bonds, on the other hand, come in many forms, which increase the flexibility of investment. It always allows for high-resolution fundraising. Startups can close with an investor once both parties are ready to sign and the investor is willing to transfer money instead of trying to coordinate a single deal with all investors at once. In fact, high-resolution fundraising can now be much easier as founders and investors have more certainty and transparency about what each site gives and gets. As a startup, you undoubtedly go through deals after deals with other companies, suppliers, contractors, investors and many others. A lesser-known agreement is the Simple Agreement for Future Equity (SAFE). These agreements can be important for a startup`s success, but not all SAFE agreements are created equal. Valuation caps are another common term in SAFE agreements that allow investors to achieve a more favorable price per share in the future by setting a maximum conversion price. They reward investors who take additional risks. SAFE agreements are neither debt nor equity. Instead, it is the contractual rights to future fairness.

These rights are in exchange for early capital contributions that are invested in the startup. SAFE agreements allow investors to convert investments into shares in a price round at a later date. Thus, a SAFE investor could choose to invest $50,000 with a valuation cap of $1 million to get five percent of the company. If the value has increased to $5 million at the time of the triggering event, the SAFE investor would only receive one percent if there is no valuation cap. The numbers are subject to some nuances regarding the amount of future equity investment to explore in a future blog post. However, there are important terms in SAFE agreements that you need to understand. The five terms we will examine in this article include discounts, valuation caps, pre-money or post-currency, pro-rated rights, and most favored nations. Once the business grows, it is likely to raise additional capital and subsequently increase its value. It is this result that investors are trying to achieve. .