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What Are Secure Notes – indinero

SAFE notes sound like a simple win. You challenge a SAFE notice to an investor and get monetary assist proper once you want it. There’s minimal back-and-forth negotiation and no debt obligations or lack of fairness within the current.

Positive, there are some strings connected. In trade for his or her financing, the investor will personal a sure share of your organization at an unspecified future date. However you don’t want to fret about that now — SAFE notes have allowed you to safe seed funding with out giving up any management in your organization or borrowing cash chances are you’ll wrestle to repay.

When requested, “What’s a secure notice?” loads of founders and entrepreneurs would reply with some variation on the outline above. They’re not completely incorrect. In comparison with different seed funding choices, SAFE notes can present quick access to capital with little upfront negotiation, compromise, or problem. Nonetheless, a SAFE notice will not be free cash. Important dangers are concerned in utilizing this specific funding automobile, which compound as you challenge extra SAFE notes to traders.

However let’s again up.

What Is a SAFE Observe?

A SAFE notice is a kind of convertible safety, the place ‘SAFE’ stands for Easy Settlement for Future Fairness. Whenever you challenge a SAFE notice, you obtain cash from an investor. In return, the investor will obtain fairness in your organization sooner or later sooner or later. It’s type of like promoting inventory, however you get to carry onto the shares in the intervening time. Extra exactly, it’s a warrant to buy inventory in a future priced spherical. A SAFE notice converts into inventory when a sure occasion happens. That occasion is nearly at all times a sequence A financing spherical or liquidation

How SAFE Notes Perform for Buyers

From an investor’s viewpoint, what’s a SAFE notice’s enchantment? First, it rewards them for getting in on the bottom flooring. Second, it permits traders to (probably) personal extra of an organization than they may have anticipated to when the SAFE notice converts, relying on how the corporate is valued within the subsequent funding spherical. There’s additionally an opportunity they must pay lower than others who put money into the enterprise later — e.g., throughout a sequence A spherical.

SAFE notes supply this benefit to traders by means of reductions, valuation caps, or each.

A reduction reduces the value per share for the SAFE notice holder when the corporate really begins promoting inventory. Reductions are fastened, usually at 20% or much less.

A valuation cap is a extra variable form of low cost. It accounts for a potential change in firm worth between the time the SAFE notice is signed and when the corporate begins promoting inventory. A decrease valuation cap advantages the SAFE notice holder. It units a ceiling for what they pay for fairness within the occasion the market determines the enterprise is price greater than initially anticipated.

SAFE Observe Instance

For instance, an investor purchases a SAFE notice out of your startup with a valuation cap of $10M. Your organization’s worth is about at $20M at $10/share throughout the subsequent funding spherical. The SAFE notice will convert based mostly on the valuation cap of $10M. The cap provides the investor an efficient share value of $5/share ($20M worth divided by the $10M cap). The SAFE notice proprietor can buy twice as many shares as the opposite traders as a reward for investing within the firm early.

Some SAFE notes have valuation caps, some have reductions, and a few have each. When each are current, the investor can select to reap the benefits of whichever possibility is extra advantageous.

Points with SAFE Notes for Buyers

SAFE notes are a comparatively new monetary instrument, first showing in 2013. Which means that, though SAFE notes have been round for some time, all the implications and potential downsides for traders might not be totally understood. 

Buyers ought to at all times remember that SAFE notes are a play for future fairness, and the result will not be assured. There will likely be no returns on this funding until the conversion occasion happens. The worth of future fairness needs to be weighed in opposition to the shortage of dividends and common curiosity funds.

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Benefits of Utilizing SAFE Notes 

It’s important to know all the weather of a SAFE notice earlier than you determine to challenge one, and no clarification can be full with out the benefits.


SAFE notes are easier and simpler to know than different monetary devices. The common SAFE notice settlement is often not more than 5 – 6 pages lengthy. Due to this, SAFE notes additionally end in decrease authorized charges than different devices.

Simpler Negotiations

A SAFE notice has fewer phrases to be agreed upon. The varied situations are clearly outlined. This could end in a better negotiation for each the founders and traders. There’s additionally the added benefit of how versatile the SAFE notice’s phrases could be. You possibly can tailor the phrases of every SAFE notice to a particular investor’s request. An instance of this may be a stipulation that the investor is paid first when sure, triggering, occasions happen.

Much less Strain on Founders

With out the stress of deadlines and curiosity funds which are half and parcel of different devices, you possibly can give attention to rising the corporate. There’s additionally much less of an accounting burden related to SAFE notes.

SAFE Notes Vs. Convertible Notes

A SAFE notice is much like a convertible notice, one other type of early-stage financing. SAFE notes and convertible notes each supply future fairness to traders in trade for present-day money. Each are agreements that convert into shares of most well-liked inventory on the finish of a sequence A spherical or different “triggering” occasion.

How Convertible Notes are Completely different from SAFE Notes 


Convertible notes are debt. SAFE notes should not. Convertible notes are primarily loans that have to be repaid, both by means of money or shares within the firm.


In contrast to SAFE notes, which could be held in perpetuity if the corporate doesn’t proceed elevating cash, convertible notes have maturity dates. After a time period (usually 18–24 months), the convertible notice robotically converts or have to be repaid.


Like most money owed, convertible notes carry curiosity. The corporate should pay again the principal plus curiosity or permit the overall quantity to transform into fairness, which can provide the investor a far larger share of possession than what they first “paid” for. In contrast, as a result of a SAFE notice is a guaranty, not a debt, it doesn’t carry curiosity.


Convertible notes are typically longer and extra difficult than SAFE notes, with extra phrases, provisions, and contingencies for each events to work out. This is likely one of the main causes SAFE notes had been invented as a substitute, and why they’ve turn into more and more in style amongst founders and traders in recent times.

For extra concerning the variations between SAFE notes and convertible notes, learn our article right here.

SAFE Notes for seed funding

Disadvantages of SAFE Notes

SAFE notes present a number of benefits when financing your startup in its early levels. They provide appreciable flexibility, permitting you to make use of the funds with none rapid obligation to your traders till you begin elevating capital extra actively. Moreover, there is no such thing as a set deadline for fundraising, in contrast to with convertible notes.

Nonetheless, using SAFE notes additionally has its drawbacks. The obvious simplicity of SAFE notes might lead founders to miss potential hidden dangers, as they give attention to the rapid monetary advantages at hand. It’s important for entrepreneurs to know the potential dangers to utilizing SAFE notes. 

SAFE Notes Can Put Overly Optimistic Founders in a Bind

SAFE notes can result in an incorrect view of your organization’s worth in a future fairness spherical. Specifically, a founder might imagine that the valuation cap contained within the SAFE notice represents the potential future flooring for an fairness spherical. This will likely make them base their valuation projections for his or her firm on this quantity.

The Bother With Valuation Caps in SAFE Notes

Whether or not you challenge SAFE notes or convertible notes, it’s vital to acknowledge that you simply and your traders have competing pursuits with regards to valuation caps. Buyers need to gauge what an organization is price, however many founders would slightly not have the dialog so early of their companies’ lifecycles.

You would possibly suppose you might sidestep this drawback by issuing an uncapped SAFE notice as a substitute. Nonetheless, traders may be deterred by this, because it might result in misplaced returns if your organization grows shortly between the SAFE notice being issued and the following funding spherical.

Let’s take the instance outlined above, however this time the SAFE notice doesn’t embrace a cap of $10M. Throughout the funding spherical, your organization is once more valued at $20M with $10/share. Nonetheless, this time the SAFE notice proprietor finally ends up having to pay the identical value as the opposite traders. With out the valuation cap, they’ve gained no benefit from investing early within the firm.

Dilution and Overcrowding

One of the crucial painful penalties of misusing or overusing SAFE notes is fairness dilution. The extra shares early traders conform to buy, the much less of your organization you finally personal when the notes convert. Which means much less management over your group’s future. It additionally means you’ll have a tougher time attracting Collection A traders.

Though a person SAFE notice is a comparatively simple doc, issuing a number of SAFE notes in the identical interval can result in problems. The extra SAFE notes you challenge, the tougher it could turn into to know how dilution will have an effect on your fairness within the firm. 

When a conversion occasion takes place and triggers all excellent SAFE notes, it’s essential to uphold every particular provision and time period. As illustrated within the instance above, if your organization’s worth considerably exceeds the agreed-upon cap vary, SAFE notice holders would possibly find yourself buying a bigger portion of your organization than anticipated, leading to a diminished possession share for you.

The potential downstream results of a SAFE Notes conversion imply it’s essential to take care of an up to date cap desk. The cap desk will mean you can monitor and consider all excellent SAFE notes that haven’t been transformed but. Understanding the implications of dilution could be the distinction between going forward with one other funding spherical or selecting to hunt financing elsewhere. 

Have Any Different Questions About SAFE Notes?

Now that you simply perceive the professionals and cons of SAFE notes, chances are you’ll be questioning what to do subsequent.  Are SAFE notes, convertible notes, or a distinct seed funding technique the fitting possibility on your firm? Need assistance getting ready for a Collection A spherical or one other main stage in your organization’s progress?

inDinero has the on-demand accounting, tax, and CFO sources you want. We’ve helped numerous corporations optimize their financials, join with traders, and excel all through their enterprise journeys.

Ask us what we will do for you. Discuss to an knowledgeable.

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Fast Observe: This text is offered for informational functions solely, and isn’t authorized, monetary, accounting, or tax recommendation. It is best to seek the advice of applicable professionals for recommendation in your particular state of affairs. inDinero assumes no legal responsibility for actions taken in reliance upon the knowledge contained herein.



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