Reference: SAFE-2026-003
Effective Date: 15 February 2026
Governing Law: England and Wales
Classification: Confidential
Parties
Company
Helix Biotech Ltd
72 Science Park Road, Cambridge, CB4 0DW, United Kingdom
Investor
Beacon Ventures Fund II LP
8 St James's Square, London, SW1Y 4JU, United Kingdom
Key Financial Terms
Purchase Amount: £500,000
Valuation Cap: £8,000,000 post-money
Discount Rate: 20%
Agreement
1. Purchase Amount
In consideration of the rights described in this Agreement, the Investor agrees to invest £500,000 in the Company (the "Purchase Amount"). The Company shall use the Purchase Amount for general corporate and operating purposes, including research and development activities.
2. Valuation Cap
This SAFE is subject to a valuation cap of £8,000,000 post-money (the "Valuation Cap"). The Valuation Cap is used to determine the number of shares issued to the Investor upon conversion of this SAFE. The Investor will receive shares based on whichever calculation results in a lower price per share: the Valuation Cap price or the discounted price.
3. Discount Rate
This SAFE includes a discount rate of 20% applicable upon conversion. This discount shall be applied to the price per share paid by new investors in the relevant equity financing round. The Investor shall receive shares at the lower of: (a) the price per share multiplied by 80%; or (b) the price per share calculated using the Valuation Cap.
4. Most Favoured Nation
If the Company issues any SAFEs or convertible instruments to future investors on terms more favourable than those set out herein (including a lower valuation cap or higher discount rate), the Company shall promptly notify the Investor and the Investor shall have the right, within thirty (30) days of such notification, to elect to have this SAFE amended to incorporate such more favourable terms.
5. Conversion Events
This SAFE will automatically convert into shares of the Company's preferred stock (or equivalent) upon the occurrence of any of the following events ("Conversion Events"):
(a) Equity Financing: An equity financing in which the Company sells preferred shares for aggregate gross proceeds of at least £2,000,000, at which time this SAFE converts into shares of the same class at the conversion price determined under Sections 2 and 3 above.
(b) Liquidity Event: A change of control, sale, merger, or similar transaction, at which time the Investor shall receive, at the Investor's election, either: (i) a cash payment equal to the Purchase Amount; or (ii) shares of the Company immediately prior to the liquidity event at the conversion price.
(c) Dissolution Event: In the event of a winding-up or dissolution of the Company, the Investor shall be entitled to receive, prior to any distribution to ordinary shareholders, an amount equal to the Purchase Amount, subject to the rights of any senior creditors.
6. Termination
This SAFE will terminate (without any payment to the Investor) upon: (a) conversion in full pursuant to Section 5; or (b) payment in full of the Purchase Amount in the case of a dissolution event or liquidity event as described in Section 5. No party may unilaterally terminate this SAFE prior to a Conversion Event.
7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to resolve any dispute arising under or in connection with this Agreement.
Signatures
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
For the Company
Signature
Name / Title: Dr. Amelia Hargreaves, CEO
Date: 15 February 2026
For the Investor
Signature
Name / Title: Thomas Beacon, General Partner
Date: 15 February 2026