SAFE Note Term Sheet Lawyers for Santa Clara, California

A Pre-Money SAFE Note is a financial instrument used by startups and investors in early-stage funding. It's an agreement that provides investors the right to purchase equity in the company at a future date, typically during a future equity financing round, sale, or IPO.

The terms "Pre-Money" refer to the valuation of the company before the current round of financing. This means the valuation would not take into account the money invested in the financing round. For example, if the company receives a valuation of $10 million to raise $2 million, the "Pre-Money" valuation is $10 million and "Post-Money" valuation is $12 million (includes the money from the financing round).

• Valuation Cap: The valuation cap is a maximum valuation at which the SAFE can convert into equity. This protects investors from over-dilution if the company's valuation increases significantly before the SAFE converts. For example, if a SAFE has a valuation cap of $5 million and the company's valuation in the next funding round is $10 million, the SAFE holder’s investment converts as if the company was valued at only $5 million, offering more shares for the same investment compared to later investors.

A SAFE Note is a financial instrument used by startups and investors in early-stage funding. It's an agreement that provides investors the right to purchase equity in the company at a future date, typically during a future equity financing round, sale, or IPO. Given this SAFE Note has no valuation cap included, it does not need to reference "Pre-Money" or "Post-Money" since the valuation at the triggering event will not impact the price the investors shares are converted. It will only be converted at the discount.

• Discount: This is a feature that gives investors a discounted price compared to what later investors pay in a future financing round. For example, if a SAFE note carries a 20% discount and the price per share in the next funding round is $1.00, the SAFE holder would be able to convert their investment into equity at $0.80 per share. This discount compensates early investors for their higher risk.

A Post-Money SAFE Note is a financial instrument used by startups and investors in early-stage funding. It's an agreement that provides investors the right to purchase equity in the company at a future date, typically during a future equity financing round, sale, or IPO.

The terms "Post-Money" refer to the valuation of the company after the current round of financing. This means the valuation would take into account the money invested in the financing round. For example, if the company receives a valuation of $10 million to raise $2 million, the "Pre-Money" valuation is $10 million and "Post-Money" valuation is $12 million (includes the money from the financing round).

• Discount: This is a feature that gives investors a discounted price compared to what later investors pay in a future financing round. For example, if a SAFE note carries a 20% discount and the price per share in the next funding round is $1.00, the SAFE holder would be able to convert their investment into equity at $0.80 per share. This discount compensates early investors for their higher risk.
• Valuation Cap: The valuation cap is a maximum valuation at which the SAFE can convert into equity. This protects investors from over-dilution if the company's valuation increases significantly before the SAFE converts. For example, if a SAFE has a valuation cap of $5 million and the company's valuation in the next funding round is $10 million, the SAFE holder’s investment converts as if the company was valued at only $5 million, offering more shares for the same investment compared to later investors.

A Pre-Money SAFE Note is a financial instrument used by startups and investors in early-stage funding. It's an agreement that provides investors the right to purchase equity in the company at a future date, typically during a future equity financing round, sale, or IPO.

The terms "Pre-Money" refer to the valuation of the company before the current round of financing. This means the valuation would not take into account the money invested in the financing round. For example, if the company receives a valuation of $10 million to raise $2 million, the "Pre-Money" valuation is $10 million and "Post-Money" valuation is $12 million (includes the money from the financing round).

• Discount: This is a feature that gives investors a discounted price compared to what later investors pay in a future financing round. For example, if a SAFE note carries a 20% discount and the price per share in the next funding round is $1.00, the SAFE holder would be able to convert their investment into equity at $0.80 per share. This discount compensates early investors for their higher risk.
• Valuation Cap: The valuation cap is a maximum valuation at which the SAFE can convert into equity. This protects investors from over-dilution if the company's valuation increases significantly before the SAFE converts. For example, if a SAFE has a valuation cap of $5 million and the company's valuation in the next funding round is $10 million, the SAFE holder’s investment converts as if the company was valued at only $5 million, offering more shares for the same investment compared to later investors.

A Post-Money SAFE Note is a financial instrument used by startups and investors in early-stage funding. It's an agreement that provides investors the right to purchase equity in the company at a future date, typically during a future equity financing round, sale, or IPO.

The terms "Post-Money" refer to the valuation of the company after the current round of financing. This means the valuation would take into account the money invested in the financing round. For example, if the company receives a valuation of $10 million to raise $2 million, the "Pre-Money" valuation is $10 million and "Post-Money" valuation is $12 million (includes the money from the financing round).

• Discount: This is a feature that gives investors a discounted price compared to what later investors pay in a future financing round. For example, if a SAFE note carries a 20% discount and the price per share in the next funding round is $1.00, the SAFE holder would be able to convert their investment into equity at $0.80 per share. This discount compensates early investors for their higher risk.
• Valuation Cap: The valuation cap is a maximum valuation at which the SAFE can convert into equity. This protects investors from over-dilution if the company's valuation increases significantly before the SAFE converts. For example, if a SAFE has a valuation cap of $5 million and the company's valuation in the next funding round is $10 million, the SAFE holder’s investment converts as if the company was valued at only $5 million, offering more shares for the same investment compared to later investors.