Simple Agreement for Future Equity with 20% discount for institutional investors scaling AI-first healthcare in North America
Delaware Corporation | US Institutional Round
| Company | Norvana LLC (Delaware) |
| Instrument | Simple Agreement for Future Equity ("SAFE") - YC-style with 20% discount |
| Discount Rate | 20% discount to the next priced round |
| Valuation Cap | None - ride the next round valuation with discount protection |
| Ticket Size | US$2-10M per institutional investor |
| Use of Funds | Scaling Norvana's AI-first healthcare platform in North America |
Important: This summary is for information only. It is not an offer to sell or a solicitation of an offer to buy securities. Any investment will be made solely on the basis of the formal SAFE document and applicable securities law exemptions for accredited investors.
Building an AI-first healthcare "super app"
Norvana is building an AI-first healthcare "super app" designed to:
An "operating system" for health that understands the individual across time
Doctors, health coaches, and specialists layered on top of the AI engine
A single app for weight, mental health, sleep, metabolic health and overall wellbeing - not fragmented point solutions
Market Entry: We're starting with weight management and metabolic health (GLP-1 era), then expanding into broader chronic disease and preventive care.
Moving fast with US investors on key priorities
We're using a SAFE round with US investors to move fast on three critical areas:
Why SAFE? The SAFE structure lets us raise from a small number of institutional investors quickly, then run a proper priced round (Seed / Series A) once we've hit product-market fit and early traction milestones.
YC-style SAFE with two important features
When Norvana does its next priced equity round ("Equity Financing"), your SAFE converts into the same preferred shares as the new investors, but at a 20% discount to the price they pay.
Example: If the new round prices at US$2.00/share, your Conversion Price is US$1.60/share.
There is no valuation cap in this instrument. You are effectively "riding" the valuation of the next round, but with built-in price protection via the 20% discount.
SAFE converts automatically into the new preferred shares at 80% of the round price.
You get the better of:
You are paid ahead of common equity, after all creditors, up to the amount you put in (pro-rated with other SAFEs).
You don't have voting rights until the SAFE converts into shares.
US and non-US investor eligibility
The SAFE is offered only to "accredited investors" under Rule 501(a) of Regulation D. The round is conducted as a private placement under Section 4(a)(2) and/or Regulation D of the US Securities Act (no general public solicitation).
May participate via Regulation S or other local private placement exemptions.
The SAFE is governed by Delaware law. Disputes are handled in Delaware state or federal courts.
Benefits for institutional investors
No need to negotiate a full priced round structure (liquidation stack, valuation, etc.) at this stage. One standard document, very familiar to US venture funds.
No valuation cap reduces tension around "low versus high caps" in early conversations. The 20% discount still rewards early risk-taking, while leaving room to price Norvana properly once key milestones are hit.
If Norvana's next round prices strongly, you participate in that upside with a better entry price than new-money investors.
Large cheque investors (e.g. US$5-10M) can be given Major Investor rights and reporting, pro rata or super pro rata participation, and the opportunity to help structure and/or lead the first priced institutional round.
Important considerations for investors
As with any early-stage healthtech / AI company:
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