A SAFE (simple agreement for future equity) is a standardized document used by startup companies for early-stage fundraising. A SAFE investment may convert to equity in the company in a future round of fundraising (Series A, for example) and does not give a SAFE investor a specific number of shares at the time of the investment. The price of shares owned by a SAFE investor are determined in the future round of fundraising.
The terms of a SAFE are intended to be balanced between the interests of the investors, and the founders or existing owners of the company, but a SAFE may not be appropriate for every early-stage company or investor.
The SAFE was created by Y Combinator, a well-known tech accelerator, in 2013.
In Wyoming, as in other states, a SAFE (simple agreement for future equity) is not specifically regulated by state statutes but is governed by general principles of contract law and securities regulations. As a contractual agreement, a SAFE allows investors to convert their investment into equity at a later date, typically during a future financing round such as Series A. The terms of a SAFE should be clear, fair, and comply with both federal securities laws and any applicable state securities regulations. It's important for both investors and companies in Wyoming to ensure that their SAFE agreements adhere to the Securities Act of 1933 and the Securities Exchange Act of 1934 at the federal level, as well as any relevant state securities laws. Companies should also be aware of the need to comply with the Wyoming Uniform Securities Act, which governs the offering and sale of securities within the state. Founders and investors may benefit from consulting with an attorney to ensure that their SAFE agreements are properly drafted and that they understand the potential implications of such an investment vehicle.