What terms make SAFE notes more founder-friendly?

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JASON LEMKIN

Let’s step back a minute: the #1 “un-founder” friendly thing in a SAFE is the implicit anti-dilution protection for investors. No matter how many shares you add to the option pool, no matter how big the round grows, the investors always keep the same pre-money valuation. Because of this, there’s often a “dilution surprise” when SAFE notes finally convert to equity.

More here : https://www.saastr.com/an-inside…

So at the margin, equity (i.e., a fixed price per share) is usually a better deal for founders. You know what you are selling, and exactly how much dilution you are taking.

What SAFE notes really give you is 100% control. You give up nothing. No rights at all, except the very narrow rights in the SAFE itself. The investors get no pro rata rights. No rights to information. No board seats. No right to even to an email once a quarter. Nothing. Raise what you want, where you want, period. SAFE notes are a black hole for investors.

There’s a genuine danger here in that SAFE notes can lead to a lack of investor respect.

But you give up nothing but the shares you eventually issue.

So in the end, SAFEs are great for smaller rounds with investors that don’t care about exactly what happens to the investment. For other scenarios, things break down a bit.

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Published on October 12, 2017
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