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ARTICLE · 31 OCTOBER 2019

Simple Agreement For Future Equity — Are They Really That Safe?

If you're involved in the start-up space, you've likely heard the term "safe". A Simple Agreement for Future Equity, more commonly referred to as a SAFE, was introduced by Y Combinator in 2013...

CanadaCorporate/Commercial Law

If you're involved in the start-up space, you've likely heard the term "safe". A Simple Agreement for Future Equity, more commonly referred to as a SAFE, was introduced by Y Combinator in 20131 as a cost-effective, simple and quick method for start-ups to raise capital. While SAFEs have yet to become as popular in Canada as they are south of the border, they are emerging as an alternative to more traditional forms of early-stage financing, such as convertible notes or preferred shares.

The Basics:

A SAFE is a convertible security that typically does not have a debt component or an expiration/maturity date (i.e. no obligation to repay). Investors who participate in a SAFE are acquiring an option to convert their investment into the company's shares at a later date when a pre-determined event occurs. This conversion event usually happens when the company completes an equity financing for a negotiated aggregate proceeds amount. To motivate investors to invest in a

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