Raising SAFEs

As a fundraising strategy, founders may want to collect small amounts in SAFEs from strategic angels and other investors to generate momentum for the round. The goal of these SAFEs is to demonstrate traction and leverage early investor interests into introductions to potential lead investor(s) for a priced round.

OCV’s initial SAFE investment does not contain any discount, valuation cap, or MFN clause.

To reduce friction and accelerate speed for the Seed round, OCV companies can collect up to $400K in SAFEs under the following terms:

• Maximum discount of 15%, or

• $20M pre-money valuation cap, whichever calculation results in a greater number of shares of SAFE Preferred Stock.

• No MFN clause. The spirit of these standardized terms is to ensure SAFE investors in the same round receive the same terms. It is easier to amend previously issued SAFEs to be on the same (more favorable) terms as later SAFEs than to correct for any unintended misapplication of MFN.

At these thresholds, OCV does not need to approve each individual SAFE and there is no impact to OCV’s SAFE terms (i.e. OCV SAFE will convert at the priced round, without a valuation cap or discount). Effective May 15, 2025, this is documented in (1) the Company’s certificate of incorporation or (ii) OCV’s SAFE Side Letter. We ask founders to keep OCV updated on their fundraising status including the issuance of any new SAFEs. A board resolution (prepared by the Legal Team) is required before the SAFEs can be executed and funded.

Ultimately, a priced Seed round is preferred because it provides simplicity and visibility around CapTable structure under OCV’s model:

1. A priced round allows for options pool refresh with known total share count (modeling with SAFEs requires making up assumptions about the next priced round)

2. Opportunity to issue any new founder grants, if approved by the board (seeSeed round options pool). Vesting would start earlier than the next priced round.

If a company exceeds $400K in SAFEs, OCV will amend the initial OCV SAFE to reflect the same terms offered to other investors, as outlined above.

To issue pre-Seed SAFEs, founders can populate this OCV SAFE Template and send to investor via the company’s CapTable management system:

• Under “Fundraising” > “SAFE financings” > “Add “SAFE” > select: “I have a filled SAFE document to be signed” > upload drafted SAFE and follow remaining steps.