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ARTICLE · 14 MARCH 2025

Convertible Debentures And SAFEs: Advantages And Disadvantages For Startup Financing

McMillan LLP
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Convertible debentures and SAFEs are important financing tools for startups, allowing founders to raise capital without immediately issuing equity and simultaneously deferring valuation discussions to future investment rounds.

CanadaFinance and Banking

Convertible debentures and simple agreements for future equity ("SAFEs") are important financing tools for startups, allowing founders to raise capital without immediately issuing equity and simultaneously deferring valuation discussions to future investment rounds. While these instruments share similarities, each has distinct features that pose advantages and disadvantages to founders.

Convertible Debentures

Convertible debentures are debt instruments issued by a startup that allow investors to convert their debt into equity at a future date. Typically, conversion occurs on the maturity date or on the occurrence of a triggering event, such as a subsequent equity financing. Convertible debentures also contain standard events of default provisions, which, if triggered, would render all obligations, including all principal and interest, immediately due and payable.

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The foregoing provides only an overview and does not constitute legal advice. Readers are cautioned against making any decisions based on this material alone. Rather, specific legal advice should be obtained.

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