SAFE Financing Documents
The SAFE (Simple Agreement for Future Equity) is intended to replace convertible notes in most cases, and we think it addresses many of the problems with convertible notes while preserving their flexibility. In addition to being simpler and clearer, we think the intention for the safe is to remain fair to both investors and founders.
In 2008, Y Combinator published a simplified set of Series AA Preferred Stock financing documents designed to streamline the early stage equity financing process. More recently we’ve disseminated through Cooley LLP a series of documents that most startups can benefit from incuding convertible promissory notes optimized for early-stage startup fundraising. We hope the safe further simplifies this process.
During its development the safe was positively reviewed by many of the top startup investors. We believe it’s a positive evolution of the convertible note and hope the startup community finds it an easier way to accomplish the same goals.
Features of a SAFE:
- Unlike a convertible note, a safe is not a debt instrument. Debt instruments have maturity dates, are typically subject to certain regulations, create the threat of insolvency, and can include security interests and sometimes subordination agreements, all of which can have unintended negative consequences for startups.
- Because the money invested in a startup via a safe is not a loan, it will not accrue interest. This is particularly beneficial for startups, but also better embodies the intention of investors, who never meant to be lenders in the first place.
- As a flexible, one-document security without numerous terms to negotiate, a safe should save startups and investors money in legal fees and reduce the time spent negotiating the terms of the investment. Startups and investors will usually only have to negotiate one item: the valuation cap. Because a safe has no expiration or maturity date, there should be no time or money spent dealing with extending maturity dates, revising interest rates or the like.
- A safe still allows for faster closings, Startups can close with investors as soon as both parties are ready, instead of trying to coordinate a single close with all investors simultaneously.
There are four versions of SAFE, corresponding to the four types of convertible note BE SURE TO SPEAK WITH YOUR OWN ATTORNEY.
• SAFE Primer
• SAFE: Cap, no Discount
• SAFE: Discount, no Cap
• SAFE: Cap and Discount
• SAFE: MFN, no Cap, no Discount
While a SAFE (Simple Agreement for Future Equity) may not be suitable for all situations, ( See above – Hire a good Attorney) the terms are intended to be fairly neutral. So while we would of course advise both parties using a safe to have their lawyers look at them, we believe a safe provides a starting point that we hope can be used in many situations without too many modifications. Needless to say, StartUp Miami does not assume any responsibility for any consequence of using a SAFE or any other document found or referenced on our website(s).
We always recommend you discuss this with your attorney before making any decision.