Simple Agreement for Future Equity (SAFE) workflow

Introduction

This article explains how to create or upload a simple agreement for future equity (SAFE) in Fidelity Private Shares. The workflow offers two options: generate and execute a new SAFE, or upload and record an existing SAFE.

Click a link below to jump to that section of the article: 

• Creating a SAFE
• Uploading an existing SAFE
• FAQs

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Create a new SAFE workflow

Follow these steps to create and execute a SAFE. For instructions on adding a SAFE created outside of Fidelity Private Shares, see the Upload a SAFE section below. 

Let's get started

From the company workspace, navigate to Start new workflow > Financing > Simple agreement for future equity (SAFE). 

Select Create a new Simple Agreement for Future Equity and click Continue. 

Comply with securities law

Verify that the offering exemption is for accredited investors only, then click Continue.

Define series 

Select if the SAFE is part of a series. Issuing SAFEs as part of a series allows you to issue additional SAFEs to other investors using the same terms. If the SAFE is not part of a series, select No from the dropdown menu and click Continue. 

If the SAFE belongs to a series, select whether it is the first SAFE in the series or an additional SAFE in an existing series. For an existing series, select the first SAFE issued in that series from the dropdown menu and click Continue.

If adding the first SAFE in a series, enter the terms of the SAFE and click Continue. 

Specify investors

1. Click Add investor.

2. If the SAFE is not part of a series, enter the name of the investor, the details of the SAFE, and click Save.
3. If the SAFE is part of a series, provide the investor details, including the investor name, SAFE amount, and pro rata rights election, then click Save.
   
4. Repeat the previous steps to add additional investors.
5. If necessary, you can edit or delete an investor from this step.
6. When all investors have been added, click Continue.
   

Select method of approval

Select how you wish to gather the board and stockholder approvals. You can generate a consent and send it for signature, upload a drafted consent for signature, approve it in a separate workflow,, or upload an existing approval.

Checkpoint

Review the generated documents before continuing. You can also send the workflow for legal review or share the documents with a third party. When ready to proceed, click Continue.

Wait for approvals 

If you chose to generate a consent or upload a draft for signature, the approval documents will be sent for signing. The workflow will continue once all required signatures have been collected.

Enter wire information

Enter the bank information investors should use to submit payment, and click Continue.

Monitor SAFE closings 

Each investor will receive an email with a link to log in to Fidelity Private Shares and review and sign their SAFE. The workflow will continue once all SAFEs have been signed.

You can monitor the status of each SAFE at this step. To upload a signature page or remove an investor, click the three-bar menu.

SAFE closing

Once all investors have signed, the designated company representative will be notified to sign and confirm the closing date to finalize the SAFE(s). After clicking Continue, final documents will be distributed to all involved parties, the capitalization table will be updated, and all documents will be available in the Data Room. The closing date selected is the effective date of the SAFE and cannot be changed. 

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Upload a SAFE workflow

Follow these steps to upload an existing SAFE or SAFEs into Fidelity Private Shares. You will be prompted to upload the SAFE document, pro rata side letter if applicable, and the associated board and stockholder consents. To generate a new SAFE, follow the instructions above to Create a new SAFE. 

Let's get started

1. From the company workspace, navigate to Start new workflow > Financing > Simple agreement for future equity (SAFE).

2. Select Upload a Simple Agreement for Future Equity.

3. Select if the SAFE(s) were approved by the board and/or the stockholders. If checked, you'll be prompted to upload the consents later in the workflow.

4. Click Continue. 

Define series

Select if the SAFE is part of a series. Issuing SAFEs as part of a series allows you to issue additional SAFES to other investors using the same terms. If the SAFE is not part of a series, select No from the dropdown menu and click Continue. 

If the SAFE belongs to a series, select whether it is the first SAFE in the series or an additional SAFE in an existing series. For an existing series, select the first SAFE issued in that series from the dropdown menu and click Continue.

If adding the first SAFE in a series, enter the terms of the SAFE and click Continue.

Upload documents

1. Click Add SAFE. 
   
2. Enter the details of the SAFE:
   
   • Click Document Options to upload the SAFE document from your computer or to select it from Data Room.
   • Enter the name of the investor; you can select an existing user or add a new user. 
   • Enter the effective date and amount raised. 
   • Select if the investor has pro rata rights. If yes, click Document Options to upload the side letter from your computer or to select it from the Data Room. 
   • Select whether the SAFE can convert to common stock.
   • Select whether a multiple will be paid if a change in control or liquidation event occurs before conversion. If Yes, enter the Change in control/liquidation event multiple.
     
3. If the SAFE is not part of a series, enter the terms of the SAFE.
   
4. Click Continue to save the SAFE.
5. To add additional SAFEs, click Add SAFE and repeat the above steps. Otherwise, click Continue. 

Upload approvals

If you selected the SAFE(s) were approved by the board and/or stockholders, click Document Options to either upload the approval from your computer or select it from the Data Room. When all information has been added, click Continue. 

Invite new users

If new users were added during the workflow, you can choose to invite them to Fidelity Private Shares. Click Invite to send an invitation to the new user. You can send invitations later to multiple new users using the Invite New Users workflow.

After clicking Continue, the workflow will complete. The uploaded documents will be added to the Data Room and the capitalization table and other reports will update automatically to include the new SAFE(s). 

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FAQs

What is the valuation cap? The valuation cap is the maximum company valuation used to calculate the conversion price of a SAFE. If the company's valuation in a future financing exceeds the valuation cap, the SAFE or note converts using the lower capped valuation, allowing the investor to receive more shares.

When will dates be applied to my documents? When a new SAFE is generated, the documents will be dated and the signatures will be applied once the last SAFE is signed in the workflow. The date you enter on the Finalize Closing Date step at the end of the workflow will be the date applied to the SAFE.

Is the SAFE template pre-money or post-money? For generated SAFEs, the template is taken from the Y Combinator standard and is post-money. To record a pre-money SAFE, you will need to use the Upload path of this workflow.

Can I create or upload multiple SAFEs? Yes. You can create multiple SAFEs in a single workflow if they are part of the same SAFE series and are associated with the same board and stockholder approval. If using the upload workflow, you can upload multiple SAFEs at once. However, if the SAFEs belong to different series or were approved under different board or stockholder consents, you may need to run separate workflows to record them.

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Screenshots are for illustrative purposes only. 

Fidelity Private Shares LLC provides cap table management and other administrative services to private companies and their equity compensation plans.

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