Simple SAFE Spreadsheet
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Simple SAFE Spreadsheet
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By John Dorsey PLLC
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Instructions:
This spreadsheet is designed to hypothesize different economic outcomes for issuers and investors using the Y Combinator SAFE.
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The results should mirror the results in the "Safe Primer" and its Appendix (assuming the same factor inputs are used), but there may be some slight variation do to rounding.
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The spreadsheet may be used for all SAFE types, including "Cap, no Discount", "Discount, no Cap", and "Cap and Discount."
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Capitalized terms used in the spreadsheet are the same capitalized terms used in the SAFE.
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Everything is calculated from the blue numbers in the worksheet. Fill them in.
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Notices:Use at your own risk!
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Portions of this spreadsheet are based on the calculator created and generously shared by Shane Scranton at IrisVR, Inc. in connection with its SAFE financing.
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This Simple SAFE Spreadsheet is licensed under a Creative Commons Attribution-NonCommercial 4.0 International License. Copyright © 2017, John Dorsey PLLC.
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CAPITAL STOCKSHARES
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Issued and outstanding shares:
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Common Stock:10,000,000
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Issued options and stock awards (whether or not exercised or vested):0
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Equity incentive plan shares (reserved and available for future grant):1,000,000
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Company Capitalization (all shares outstanding, assuming exercise of all outstanding vested and unvested options, warrants and convertible securities INCLUDING shares reserved for future grant under equity incentive plans, EXCLUDING (i) this SAFE, (ii) other SAFEs and (iii) convertible notes):11,000,000
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Liquidity Capitalization (all shares outstanding, assuming exercise of all outstanding vested and unvested options, warrants and convertible securities, EXCLUDING (i) shares reserved for future grant under equity incentive plans, (ii) this SAFE, (iii) other SAFEs and (iv) convertible notes):10,000,000
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SAFE TERMS (i.e., terms in SAFE offering)SAFE Terms 1SAFE Terms 2
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Valuation Cap:$8,000,000$10,000,000
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Discount Rate (100 minus discount: e.g., 100 - 20% discount = 80% Discount Rate; enter 0 if no discount):
85%80%
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Purchase Amount (i.e., SAFE purchase price):$100,000$20,000
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HYPOTHETICAL FUTURE SAFE EVENTS
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1. Series A Equity Financing
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If the SAFE has both a discount and cap, Investor will be issued Series A-1 preferred shares ("SAFE Preferred Stock") at either the Discount Price or the SAFE Price (i.e., Valuation Cap price) below, whichever results in greater # of shares. If there is a cap but no discount, then Investor will be issued either Series A shares ("Standard Preferred Stock") or SAFE Preferred Stock at the Discount Price, whichever results in greater # of shares.
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Series A aggregate offering amount:$1,000,000
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Valuation A Series A pre-money valuation:$10,000,000
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Series A Standard Preferred Stock price per share:$0.9090
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Series A Standard Preferred Stock shares issued in the aggregate:1,100,110
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Price Per ShareSeries A-1 Shares% of Company CapitalizationPrice Per ShareSeries A-1 Shares% of Company Capitalization
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Discount Price Series A-1 SAFE Preferred Stock terms:$0.7726129,4331.16%$0.727227,5030.25%
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SAFE Price (i.e., Valuation Cap price) Series A-1 "SAFE Preferred Stock" terms:$0.7272137,5131.23%$0.909022,0020.20%
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Valuation B Series A pre-money valuation:$15,000,000
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Series A Standard Preferred Stock price per share:$1.3636
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Series A Standard Preferred Stock shares issued in the aggregate:733,353
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Price Per ShareSeries A-1 Shares% of Company CapitalizationPrice Per ShareSeries A-1 Shares% of Company Capitalization
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Discount Price Series A-1 SAFE Preferred Stock terms:$1.159086,2810.78%$1.090818,3350.17%
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SAFE Price (i.e., Valuation Cap price) Series A-1 "SAFE Preferred Stock" terms:$0.7272137,5131.23%$0.909022,0020.20%
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Valuation C Series A pre-money valuation:$30,000,000
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Series A Standard Preferred Stock price per share:$2.7272
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Series A Standard Preferred Stock shares issued in the aggregate:366,676
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Price Per ShareSeries A-1 Shares% of Company CapitalizationPrice Per ShareSeries A-1 Shares% of Company Capitalization
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Discount Price Series A-1 SAFE Preferred Stock terms:$2.318143,1390.39%$2.18179,1670.08%
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SAFE Price (i.e., Valuation Cap price) Series A-1 "SAFE Preferred Stock" terms:$0.7272137,5131.23%$0.909022,0020.20%
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2. Liquidity Event (i.e., IPO or Change of Control)
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Investor, at Investor's option, will either be paid the Purchase Amount in cash or issued shares of Common Stock at the "Liquidity Price":
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Hypothetical Liquidity Event cash sale proceeds:$20,000,000
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Liquidity Price (Valuation Cap / Liquidity Capitalization) at which SAFE is converted to Common Stock:
$0.8000$1.0000
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Payment of Purchase Amount:$100,000$20,000
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Issuance of Common Stock (Purchase Amount / Liquidity Price):125,000020,000
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Value per share of Common Stock (hypothetical Liquidity Event sale price / Liquidity Capitalization):
$1.9753$1.9960
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Total cash payout to SAFE holder on Liquidity Event for Common Stock:$246,912$39,920
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% of Liquidity Capitalization (SAFE Common Stock / (Liquidity Capitalization + SAFE Common Stock)):1.25%0.20%
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3. Dissolution Event (i.e., winding up and termination)
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SAFE Investor will be paid Purchase Amount in cash.
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Purchase Amount (unless Company assets insufficient, in which case Investor will receive pro rata portion of available cash with other SAFE Investors):$100,000$20,000
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