Cap Table - Target Pre-Seed SAFE
Updated: 2026-06-19 Entity: Rōvn, Inc. (Delaware C-Corporation; LLC-to-C-Corp conversion complete. Final per-holder legal numbers require counsel confirmation.) Round: $2.25MRound sizeRōvn SAFE term sheet · 2026-05 · canonical raise (see 02.1 Use of Funds) on a $15M post-money SAFERound structureRōvn SAFE term sheet · 2026-05 · $2.25M / $15M post-money cap Internal upside-case note: Up to $500K of additional capital ($2.75M cap) only with strong lead demand or pilot momentum.
1. Founder Ownership Before SAFE
| Holder | Role | Shares | Ownership |
|---|---|---|---|
| Giles-Evan Mboumi | CEO / Director | 3,000,000 | 33.3% |
| Christian Montgomery | COO | 2,000,000 | 22.2% |
| Abhishek Jha | CTO | 2,000,000 | 22.2% |
| Gokul Shanmugam | CPO | 2,000,000 | 22.2% |
| Total common | 9,000,000 | 100.0% |
All four founders are on a 4-year vesting schedule with a 1-year cliff. The Delaware C-CorpEntity03.5 C-Corp Conversion Note · post-conversion Delaware C-Corp conversion is complete; final per-holder share counts, 83(b) filings (deadline July 18, 2026), and option-pool mechanics require counsel confirmation (Jason Thomas Acevedo, Klehr Harrison).
2. Target SAFE Math
At a $15M post-money SAFERound structureRōvn SAFE term sheet · 2026-05 · $2.25M / $15M post-money cap cap:
| Raise amount | SAFE ownership |
|---|---|
| $2.25MRound sizeRōvn SAFE term sheet · 2026-05 · canonical raise (see 02.1 Use of Funds) target | 15.00% |
| $2.75M hard cap | 18.33% |
| $1.80M minimum viable close | 12.00% |
Target strategy: open at $18M post if investor demand is strong, expect to land at $15M post, and avoid going below $12M post unless the lead is genuinely strategic.
3. Illustrative Fully Diluted Cap Table - $2.25M Target
Assumes a 10% post-close option pool for early hires/advisors. Final option-pool treatment is negotiable with the lead.
| Holder class | Illustrative ownership |
|---|---|
| Founders common | 75.0% |
| Option pool | 10.0% |
| Pre-seed SAFE investors | 15.0% |
| Total | 100.0% |
The $2.25MRound sizeRōvn SAFE term sheet · 2026-05 · canonical raise (see 02.1 Use of Funds) target gives the company meaningful runway while keeping pre-seedRound stage02.1 Use of Funds · pre-seed $2.25M raise dilution at a venture-standard 15%.
4. Illustrative Hard-Cap Case - $2.75M
| Holder class | Illustrative ownership |
|---|---|
| Founders common | 71.67% |
| Option pool | 10.00% |
| Pre-seed SAFE investors | 18.33% |
| Total | 100.00% |
The hard-cap case should only be used if the extra capital clearly de-risks source access, compliance/security, pilot implementation, or GTM timing.
5. Advisor and Early Hire Pool
Advisor grants should come from the option pool and stay disciplined:
| Grant type | Expected range |
|---|---|
| Strategic clinical/commercial advisor | 0.10%-0.50% |
| Deep credentialing/payer/security advisor | 0.10%-0.35% |
| Early senior hire | 0.50%-1.50% |
The clinical advisor (Dr. Danielle K. MillerFounding Advisor01.9 Advisor Deck · DNP RN · Founding Advisor to Rōvn Advisory Board, DNP, RN) is confirmed and public. Additional advisor seats (Dr. Mohammed Quadri, Aki Hashmi) are in progress. Public name/title usage should follow advisor-approved wording.
6. Open Legal Items
- Confirm final per-holder founder share counts on the completed Delaware C-CorpEntity03.5 C-Corp Conversion Note · post-conversion Delaware C-Corp conversion.
- Confirm founder vesting (4-year / 1-year cliff) and 83(b) filings (deadline July 18, 2026).
- Confirm CIIA / IP-assignment execution by all four founders.
- Confirm any strategic-partner commercial/equity/warrant treatment, if any.
- Confirm option pool size and whether it is pre-money or post-money for SAFE modeling.
- Confirm advisor grant ranges and vesting schedule.
This cap table is investor-modeling guidance, not final legal advice.