Exploring Simple Agreements for Future Equity (SAFE)

By EcoAction at December 18th, 2023

Simple Agreement for Future Equity (SAFE)


A Simple Agreement for Future Equity (SAFE) is an investment instrument designed for early-stage startups to raise capital without determining the company's valuation at the time of the investment. It provides a flexible and straightforward way for startups to secure funding while deferring the valuation discussion until a later date.

Here's how a SAFE typically works:

  1. Issuance: The startup issues a SAFE to an investor in exchange for a cash investment. This document outlines the terms and conditions of the investment, including the rights of the investor and the triggers for conversion to equity.

  2. Investment Amount: The investment amount is the sum of money that the investor contributes to the startup. This can be a fixed amount or determined through negotiations between the startup and the investor.

  3. No Immediate Equity: Unlike traditional equity investments, a SAFE does not grant the investor immediate ownership in the company. Instead, it is a promise of the right to obtain equity in the future.

  4. Deferred Valuation: One of the key features of a SAFE is the deferral of the company's valuation. Instead of determining the valuation at the time of the investment, the conversion to equity is delayed until a future financing round or a specified triggering event.

  5. Conversion Triggers: The SAFE includes conditions or triggering events that lead to the conversion of the investment into equity. Common triggers include a future equity financing round, the sale of the company, or another predetermined event.

  6. Valuation Cap: The valuation cap is a term in the SAFE that sets a maximum valuation at which the investor's investment converts into equity. This protects the investor by ensuring they receive equity at a favorable price, even if the company's valuation increases significantly.

  7. Conversion Discount: The conversion discount is another term that may be included in a SAFE. It provides the investor with a discount on the price per share when the conversion to equity occurs, incentivizing early investment.

  8. Term and Maturity Date: A SAFE typically has a term, which is the period during which conversion can occur. Additionally, there might be a maturity date, after which the SAFE becomes due and can lead to repayment or conversion, depending on the terms.

  9. Conversion to Preferred Stock: When a triggering event occurs, the SAFE converts into preferred stock or another class of equity determined by the terms of the agreement.

  10. Return on Investment: Some SAFEs include a mechanism for the investor to receive a return on investment, such as a 1x liquidation preference, which guarantees that the investor receives at least their initial investment back before other equity holders.


Simple Agreements for Future Equity (SAFE) for university-driven startups

Using Simple Agreements for Future Equity (SAFE) can be especially beneficial for university-driven startups in various ways:

  1. Early-Stage Funding: University startups often lack a substantial track record and struggle to attract traditional investors. SAFEs provide a mechanism for these startups to secure early-stage funding without the need for a predefined valuation.

  2. Flexibility in Funding Rounds: SAFEs allow startups to delay the valuation process until they have more performance data, making it easier for them to attract investors in the early stages when valuations can be challenging.

  3. Risk Mitigation: Since SAFEs don't accrue interest and are not debt instruments, they provide a more forgiving financial structure for startups. In case of failure, there's no obligation to repay investors.

  4. Quick and Standardized Process: SAFEs are usually standardized, making the fundraising process quicker and more straightforward. This can be crucial for university startups that may not have the resources for prolonged negotiations.

  5. Attractive to Investors: SAFEs offer investors the potential for future equity in the company, providing an incentive for them to support early-stage ventures. The terms, such as valuation cap and conversion discount, can make the investment more appealing.

  6. Valuation Cap and Conversion Discount: The inclusion of a valuation cap and conversion discount in a SAFE provides a balance between protecting investors from overvaluation and offering them favorable terms when the startup performs well.

  7. Pro-Rata Rights: Pro-rata rights included in SAFEs allow investors to maintain their equity percentages in subsequent financing rounds, ensuring their continued involvement in the growth of the startup.

  8. Most-Favored Nations Provision: The Most-Favored Nations provision ensures fairness among investors. If future investors receive more favorable terms, previous SAFE investors automatically benefit from these terms, maintaining a level playing field.

However, it's essential for university startups to be aware of the potential challenges, such as the high-risk nature of SAFEs, the lack of flexibility due to standardization, and the restrictions on selling SAFEs before a specified timeframe. Despite these challenges, SAFEs can be a valuable tool for university-driven startups to navigate the early stages of fundraising and growth.