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SAFE (Simple Agreement for Future Equity)

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Also known as: Simple Agreement for Future Equity

A SAFE (Simple Agreement for Future Equity) is an agreement in which an investor gives money to a start-up in exchange for the right to receive shares in a future priced funding round, without setting a valuation at the time of investment.

The SAFE was introduced by the start-up accelerator Y Combinator in 2013 as a simpler alternative to convertible notes. Unlike a convertible note, a SAFE is not debt: it has no interest rate and no maturity date.

When the company later raises a priced equity round, the SAFE converts into shares, usually at a discount to the new investors' price, or at a price based on a valuation cap, whichever gives the SAFE investor more shares.

For example, an investor puts 500,000 into a SAFE with a valuation cap of 8,000,000. If the company later raises money at a pre-money valuation of 20,000,000 and a price of 2.00 per share, the SAFE converts at a price based on the cap, about 0.80 per share, giving the investor 625,000 shares.

SAFEs are quick and inexpensive to arrange, making them popular for early-stage fundraising, especially in the United States. Founders should track SAFEs carefully, since several outstanding SAFEs can cause more dilution than expected when they convert.

For worked examples and full lessons, visit notesbysara.org.

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