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What Is a SAFE Note?

A SAFE note is a type of convertible security that specifies a certain amount of money an investor will pay you as a business owner. In exchange, you agree to give the investor a certain amount of equity in your company at an agreed-upon future date. In other words, a SAFE note confers the right for an investor to purchase shares in your company in a future-priced round.

How SAFE Notes Work

According to ContractsCounsel, a SAFE note works in the following way:

1. An investor provides funding in exchange for the right to future equity.
2. You use the funding to grow your business.
3. After your company grows sufficiently, you secure another investor, and your company receives a “post-money valuation.”
4. You calculate your company’s price per share.
5. You convert the SAFE note into the applicable number of shares and distribute them to the SAFE investor. Typically, a SAFE note converts after an equity financing round.

Example of a SAFE Note

An investor purchases a SAFE note with a valuation cap of $20 million. During the next funding round, the value of your company is set at $40 million at $20 a share. Because the SAFE note has a valuation cap of $20 million, its owner can purchase twice as many shares of your company as new investors can. This was the incentive for the SAFE investor to provide funding earlier.

What Is a CONVERTIBLE NOTE?

Within venture capital financing, a convertible note is a type of short-term debt financing that’s used in early-stage capital raises. In other words, convertible notes are loans to early-stage startups from investors who are expecting to be paid back when their note comes due. But, instead of being paid back in principal with interest—as would be the case with a typical loan—the investor can be repaid in equity in your company.

You might also think of a convertible note like an IOU. An investor provides you with capital now and the convertible note, acting as a short-term loan, ensures that you give the investor a stake in your startup later. From the investor’s point of view, the benefit in this exchange is that if they give you capital and a vote of confidence early on and you do well, you’ll repay them many times over.

How Do Convertible Notes Work?

Typically, an investor will provide an early-stage startup in need of capital with a loan (with repayment terms in the ballpark of a standard short-term loan, usually a year or two), along with repayment terms. This is the “note.” The note will include a due date at which time it’s mature and the balance will be due, along with interest. Generally, however, the note is not repaid like a normal short-term loan. Instead, you repay the investor for their loan with equity in your company, usually in conjunction with another funding round. 

If, however, the maturity date comes along and your startup has not yet converted the note to equity, the investor can either extend the convertible note’s maturity date or call for the actual repayment of the note.

Debt Paradox: https://medicalexecutivepost.com/2025/02/04/paradox-debt-may-be-necessary-to-build-wealth/

This being said, the whole idea behind convertible notes is that your company is on a strong growth trajectory and that is why the note is being issued—it amasses value for the investor and beelines to a priced round. Ultimately, the point of a convertible note is that the noteholder, or investor, doesn’t want to get their loan paid back— they want their debt to convert into a heavily discounted security in a successful, valuable company that’s growing extremely quickly.

Cons: The major downside of a convertible note is that you will eventually be giving up some control over your business. When the convertible note comes due, the investor will be granted equity in your business. If you’re not ready to split ownership of your business with outside parties, this is not the right financing option for you.

CASH ADVANCE LOANS: https://medicalexecutivepost.com/2024/12/14/merchant-cash-advance-loans/

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Filed under: "Ask-an-Advisor", Accounting, Career Development, CMP Program, Financial Planning, Funding Basics, Glossary Terms, Investing | Tagged: convertible note, convertible security, iou, loan, safe note, VC, Venture Capital | Leave a comment »