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old fat and filthy rich

08/14/25 12:58 PM

#31525 RE: old fat and filthy rich #31524

The Company has entered into one or more Simple Agreements for Future Equity (“SAFEs”) with
accredited investors. Each SAFE may constitute a security under applicable federal and state securities laws
and represents the right to receive equity in the Company upon the occurrence of specified triggering events,
such as future equity financing, liquidity event, or dissolution. The SAFEs do not carry interest, have no
maturity date, and are not repayable in cash. If the SAFE is deemed to be an investment contract or a
security, the offering was conducted pursuant to an exemption from registration under the Securities Act of
1933, as amended, and is limited to investors who met the definition of “accredited investor” under Rule
501(a) of Regulation D.
Under the terms of the SAFE, the accredited investors are entitled to receive shares of the Company’s capital
stock upon the occurrence of certain triggering events, including a future equity financing or a Change of
Control (as defined in the SAFE). The SAFE provides for a 15% discount to the price per share paid in
such a transaction and does not include a valuation cap. As of June 30, 2025, no conversion-triggering event
has occurred under the terms of the SAFE. Accordingly, the SAFE remains outstanding and has not yet been
converted into equity securities of the Company. The Company has debited cash to reflect the inflow of
cash and has, since the SAFE Agreements do not have a maturity date, the equity account has been credited
to reflect the liability to issue future equity. Upon the conversion of the SAFE Agreement into equity, the
SAFE entry will be removed, and the amount will be credited to equity, and the dilution then determined.
Bullish
Bullish