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Confidential. For accredited investors only. Securities offered under Rule 506(c) of Regulation D; accredited status is verified before any subscription is accepted. Site access is granted by E4L, Inc.
We are raising $5M on a YC-style SAFE at a $73,000,000 post-money valuation cap with a 15% discount — converting at the lower of the two. The cap is a negotiated term of this round. With the discount, your effective entry will sit below the cap. On value: we'd point you at the 3–6-year plan ($57.9M revenue FY29 rising to $134.7M and ~$39M EBITDA by FY31), not the first year of scale — plus a 50% stake in the flagship clinic company (E4L, Inc. as sole Manager), held at just a $4M valuation. We intend to raise a priced Series A within ~18 months; if a sale happens first, the same lower-of terms apply to the sale price. E4L is a new company that starts with acquired products, ~650 practitioners and recurring revenue from day one — not a concept waiting for its first customer. Every SAFE in the round is on identical terms.
Raising now, single round, identical terms for every SAFE.
SAFE (YC style)Post-money cap + 15% discount — you convert at the lower of the two.
SAFE face termsIntended window for the priced Series A — the conversion event for your SAFE.
Expectation, not a commitmentReg D — accredited investors only, every one verified.
Verification requiredFinal terms are set in the definitive offering documents (Craig Weaver — US corporate counsel) — not an offer until those documents are signed.
One SAFE, one cap, one discount, full written disclosure — and a single 1× non-participating preference for cash actually invested: new money senior, the founder's own $3.2M junior, no participation, multiples or stacking. Nobody double-dips; all upside is shared.
| Round size | $5M aggregate — one offering, all SAFEs on the same terms. No minimum; funds are available to the company as received. Deliberately sized: we're raising less than we could — the plan is fully funded at $5M and we can return to the market from strength. |
|---|---|
| Instrument | SAFE (YC architecture, cap + discount) — no debt, no interest, no maturity date. The SAFE converts into Class A Preferred at the next priced round (an "Equity Financing," with a ~$1M minimum threshold so a small round doesn't force conversion) — standard terms. |
| Valuation cap | $73,000,000 post-money — a negotiated term of this round. Your conversion price can never imply more than $73M. |
| Discount | 15% (discount rate 85%) — you convert at the lower of the cap price or 15% below the Series A price. The discount governs for any Series A below ~$86M, so your effective entry will likely sit between ~$60M and $73M; no MFN needed because every SAFE in the round is identical. |
| Timing & exit | We intend to raise a priced Series A within ~18 months (an expectation, not a commitment) — that financing converts your SAFE. If a sale or other liquidity event happens before a priced round, you receive the greater of your money back or conversion at the lower of the cap or the 15% discount applied to the event price; on a dissolution, your purchase amount is repayable before common. Until then the SAFE simply sits — no interest, no maturity date. |
| Liquidation preference | One 1× non-participating preference for cash actually invested. Your money (Class A Preferred, on conversion) is senior and comes back first; the founder's own $3.2M and one early investor's ~$1.6M (Class B) rank junior; founder common and common share the rest. Non-participating means each preferred takes the greater of its 1× or its as-converted value — never both — so on a big exit everyone converts to common and all upside is shared. See the cap structure & waterfall. |
| Exemption | Reg D Rule 506(c) — accredited investors only. Rule 501 questionnaire plus verification of your accredited status (a CPA / attorney / registered-adviser letter, or equivalent evidence) before your SAFE is countersigned. |
| Information rights | Every SAFE investor receives periodic financial updates and the Company's bi-annual (twice-yearly) investor report. Information rights only — no board seat and no consent rights. |
| Optional side letter | IP-vesting covenant: if the transferred IP is not securely vested in the company, free of challenge, within 6 months of first closing, you may elect repayment of your purchase amount. An optional pro-rata right for the next round sits in the same letter. Each investor chooses whether to take either. |
| Structure | No escrow, no tranching. The company is raising in parallel with completing its restructuring — a deliberate, disclosed choice; the side-letter covenant is the belt-and-braces for investors who want it. |
Summary only — the SAFE and the Disclosure Memorandum govern. Final terms are set in the definitive documents with counsel.
Don't take our word for the cap — here are three ways to check it, using the same numbers published on this site. Every input is on the Numbers page; every assumption is stated.
Model v2.6 reaches ~$39M EBITDA in FY31 (29% margin). At a conservative 10× EV/EBITDA, that's a ~$390M business in 2031. Discount it back five years at venture rates and you get today's implied value:
| Discount at 30%/yr | ≈ $105M today |
| Discount at 35%/yr | ≈ $87M today |
| Discount at 40%/yr | ≈ $73M today — the cap itself |
Read it plainly: at ordinary venture discount rates the plan implies $87–105M today; even at a punishing 40%/yr, it lands on the cap. The $73M cap prices the harshest reading of our own plan — and your 15% discount cuts below it.
The lower-of mechanics mean you always convert at least 15% below the Series A price — an instant ~18% paper mark-up: below a ≈$86M round the 15% discount applies (a 1÷0.85 ≈ 1.18× mark-up the day the round prices); above ≈$86M the cap applies and the mark-up only grows — a $120M Series A marks your entry up ~64%. A paper gain at conversion isn't a hope; it's arithmetic.
Illustrative arithmetic on management assumptions (model v2.6; the 10× multiple and discount rates are stated assumptions, not third-party appraisals). Implied and converted values are paper values, not liquidity; projections will differ from actual results. Not investment advice.
Inventory to sell, science to prove, funnels to fill, and the team to run it — in that order of restraint. And a deliberate choice on size: we're raising less than we could — the plan is fully funded at $5M and we can return to the market from strength.
Illustrative allocation at the $5M raise; the plan flexes with the amount actually raised, and use of funds is at the company's discretion (see Disclosure Memorandum, risk factor (h)).
Formation → your round at $5M. Four classes: your money converts to Class A Preferred (senior), legacy cash sits in Class B Preferred (junior), the founder holds Founder Common (the upside + control), and the team/investors hold Common — no options. With a cap-plus-discount SAFE your exact percentage is set at the Series A; the right column shows conversion at the $73M cap — the floor. The 15% discount only ever gives you more (it governs for any Series A below ~$86M: ~8.1% at a $73M round, ~10% at ≈$59M).
| Holder / group | At formation | Post-conversion (at the $73M cap — the floor) |
|---|---|---|
| Harry Massey — Founder Common (majority ownership + board control; the enterprise upside sits here, alongside all common) | 89.32% | 83.21% |
| Class B Preferred — legacy cash, all priced at the $73M cap (Massey Developments $3.2M + Kitty Stoneburner ~$1.6M restricted; preferences pegged to the cash amounts); 1× non-participating, junior to your Class A | 6.56% | 6.11% |
| Goodwill stock grants — Common (the investors and team who built the acquired products alongside Harry) | 4.11% | 3.83% |
| SAFE investors — as-converted into Class A Preferred (1× non-participating, senior) | — | 6.85% |
| Total | 100% | 100% |
Phantom equity overhang — disclosed plainly: the company uses phantom equity, not options. A pool of ≈14% of company value in contractual, cash-settled value rights sits outside this share table. They are not shares and carry no votes, but on a payout event they are dilution-equivalent for every holder — including converted SAFEs.
The founder block is not free-carry: over roughly 20 years Harry has put millions of his own capital into the assets the company acquired — reinvested funding, more than $3.2M of loans, the infoceutical IP, the customer base and three subsidiaries, together on the order of $15–20M of real invested dollars. That $15–20M is context for the scale of his commitment — not the value of his holding company's stock. Massey Developments deliberately took only $3.2M of Class B Preferred — the cost it paid for the assets, ranking junior to your money — and the enterprise upside sits in Harry's ordinary Founder Common, alongside every other common holder. The founder contributed assets worth more than the equity his holdco took; the surplus benefits all shareholders. The goodwill common grants honour the shareholders who built those products alongside him.
Founder control survives the round: Harry holds the majority of the company (83.21% post-SAFE at the cap; the exact figure is set at the Series A price) and, through director-designation rights attached to the Founder Common, designates all three seats of the board (currently Harry and Susan Kichuk, with the third earmarked for a major investor or technologist). SAFEs carry no voting rights until conversion (standard). You are backing a founder-controlled company, disclosed up front. Full detail: cap structure & waterfall and the cap-table model in the data room; Disclosure Memorandum §4(b).
Percentages from the formation cap-table model, verified against the master share register. The post-conversion column shows the $73M-cap conversion — this round's floor: $5M ÷ $73M ≈ 6.85%. A Series A below ~$86M triggers the 15% discount instead, giving SAFE holders more (~8.1% at a $73M round, ~10% at ≈$59M) — the cap number is the least you can end up with. Final share terms are set in the definitive documents with counsel.
Every investor reads it in full and signs its acknowledgment before, or at the same time as, signing a SAFE — no acknowledgment, no closing. Where anything you have seen or heard differs from it, the Memorandum wins.
In one paragraph, it covers: E4L, Inc. is a new company, formed in 2026 in Salt Lake City, that acquired the products, IP and customer base built over the prior two decades; the chain-of-title status table, showing step by step which transfer documents are signed and which are still completing; and the related-party items in full — the infoceutical IP, customers and subsidiaries contributed by Massey Developments as equity (no repayable note); the Company owns FIELD and its products outright through the acquired NES Health LLC and Energy 4 Life LLC subsidiaries; the equity structure — a single 1× non-participating preference for cash invested (your Class A senior, the founder's own $3.2M and one early investor's ~$1.6M junior, no double-dip) and the founder's Founder Common — majority ownership plus board control through director-designation rights (designating all three board seats), with the same economics as common; and Kitty Stoneburner's restricted Class B Preferred / contingent put (mutually exclusive, described below) — plus the full risk factors.
Full transparency is a feature of this raise, not a footnote.
Plain-English summaries — the SAFE and the Disclosure Memorandum govern; this FAQ is not part of the offering documents.
All available in the data room (folder 03 — Financing). Nothing signed without the Memorandum acknowledgment.
SAFE (YC style): $73,000,000 post-money cap + 15% discount, converting at the lower of the two; no interest, no maturity. Identical for every investor in the round.
The controlling document — restructuring, chain-of-title status, related-party transactions, risk factors. Signed acknowledgment required before closing.
Optional per investor: IP-vesting repayment election (6 months) and pro-rata right in the next equity financing. Take either, both, or neither.
Rule 501 accredited-investor questionnaire — completed and returned, together with verification of your accredited status, before your SAFE is countersigned (Reg D 506(c)).
Final execution versions are the definitive documents held with counsel; the copies here are for review, not for signature.
Read the Memorandum, pick your side-letter elections, and the closing page walks you through the five steps — accreditation to confirmation.
This page is a summary of draft offering terms and contains illustrative figures based on management assumptions; the SAFE and the Disclosure Memorandum govern, and actual results will differ.