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SAFE Agreement

/seɪf əˈɡriːmənt/ (SAFE uh-GREE-muhnt)

A SAFE Agreement (Simple Agreement for Future Equity) is an investment contract that gives investors the right to receive shares in your company at a later date, typically when you raise a larger funding round or achieve certain milestones.

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What exactly does a SAFE Agreement promise investors?

A SAFE Agreement promises investors that they'll receive equity shares in your company during a future "qualifying event" - usually your next significant funding round.

Rather than getting shares immediately, they're essentially buying a contractual right to future ownership.

How does a SAFE Agreement differ from traditional investment?

Unlike traditional equity investments where investors receive shares straight away, a SAFE Agreement delays the actual share issuance.

It also differs from convertible loans because there's no interest rate, maturity date, or requirement to repay the money if things don't work out.

When does a SAFE Agreement actually convert to shares?

A SAFE Agreement typically converts during your next qualifying financing round (usually Series A), when your company is sold, or if it reaches a pre-agreed valuation cap.

The conversion terms are built into the original agreement.

Where would I first see
SAFE Agreement?

You'd most likely first encounter a SAFE Agreement when you're raising your initial funding round and an angel investor or early-stage fund offers to invest in your startup using this specific type of investment document.

Why do early-stage companies use SAFE Agreements?

SAFE Agreements are popular because they're simpler and quicker to negotiate than traditional equity rounds.

They help startups raise money without immediately determining a company valuation, which can be challenging for very early-stage businesses.

What are the main terms in a SAFE Agreement?

The key terms include the investment amount, valuation cap (maximum company value for conversion), discount rate (percentage reduction on future share price), and trigger events that cause conversion to equity.

What happens if a SAFE Agreement never converts?

If your company doesn't trigger a conversion event, the SAFE Agreement typically remains dormant.

However, most agreements include provisions for what happens in dissolution scenarios, though investors generally rank after debt holders in these situations.

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