SAFE conversion to a priced roundPosted by Suman on March 16, 2021 at 4:16 pm
My question is how a Post Money SAFE is converted in the next round when a startup plan to raise a priced round at a better Pre Money valuation ? Whose shares are diluted – SAFE holders or Founders ?
My question is specific to current Immersed round on Wefunder fyi.
Thank you as always for your response !
- 4 Replies
- AdministratorMarch 16, 2021 at 5:04 pm
Are you wondering about investing in the current round on Wefunder here, which is equity (not a SAFE)?
Or are you asking about a prior investment in the company in a SAFE and wondering if it converts under the current round?
- MemberMarch 16, 2021 at 5:26 pm
My question is about the prior investment in the company in a SAFE and wondering if it converts under the current priced round?
- AdministratorMarch 17, 2021 at 5:52 pm
Suman – you’d have to read your specific deal terms from your SAFE that you signed. Do you have a copy so that you can review it?
If it’s a standard Y-Combinator post-money SAFE, Section 1 “Events” should list “Equity Financing” terms if your SAFE might be eligible to convert at the current priced round.
Here’s an example of what that section might look like, but you’d have to confirm with your specific SAFE as the deal terms are different for every investment and investor:
(a) Equity Financing. If there is an Equity Financing before the termination of this Safe, on the initial closing of such Equity Financing, this Safe will automatically convert into the greater of: (1) the number of shares of Standard Preferred Stock equal to the Purchase Amount divided by the lowest price per share of the Standard Preferred Stock; or (2) the number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Safe Price.
In connection with the automatic conversion of this Safe into shares of Standard Preferred Stock or Safe Preferred Stock, the Investor will execute and deliver to the Company all of the transaction documents related to the Equity Financing; provided, that such documents (i) are the same documents to be entered into with the purchasers of Standard Preferred Stock, with appropriate variations for the Safe Preferred Stock if applicable, and (ii) have customary exceptions to any drag-along applicable to the Investor, including (without limitation) limited representations, warranties, liability and indemnification obligations for the Investor.
Disclaimer: none of this should be construed as professional tax, legal, or investing advice.
- MemberMarch 18, 2021 at 10:24 pm
Thank you for your response. Yes, I have access to the SAFE that I have signed with Immersed. It is a standard Y-Combinator post-money SAFE. I will review the document as you mentioned in your email.
Many Thanks !
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