2 Fundamental Questions About Convertible Debt Notes and SAFEs

Andrew Kazlow
Mike Lodzinski
Published on

The Situation

Imagine: you’ve spent the last 18 months developing your widget. You’ve completed early customer discovery, launched version 1.0 of your minimum viable product, and have landed a dozen excited pilot customers. Things are going well. 

Except when you look at your bank account. 

So far, you’ve kept the business running thanks to generous investments from friends and family. You now realize this can’t last. It’s time to raise money from other sources. 

The business is not yet generating revenue, so traditional financing options are off the table. You’ve heard the terms “SAFE” and “CDN” before but have two fundamental questions. 

How do SAFEs and CDNs work? And how could a SAFE or CDN help me? 

Let’s discuss each of these questions in turn. 

Question 1: How Do SAFEs and CDNs Work? 


What do these instruments accomplish? At their core, they enable investors to exchange cash today for an equity stake later. Both the Simple Agreement for Future Equity (SAFE) and Convertible Promissory Note (often referred to as a Convertible Debt Note or CDN) deliver this benefit. This is in contrast to a traditional priced equity round, which requires the company to set a fixed issue price per share. Instead, these instruments “punt” the task of setting a valuation (which can be an expensive and complex task) to a future date. In theory, valuing the firm at that time will be far simpler than it would be today.

The specific terms of the SAFE or CDN will detail the agreement between the company and its investors, including provisions that define the conditions upon which each investor’s capital will convert into an equity stake in the firm. This conversion typically occurs when a qualifying event takes place. Common examples include the sale of the company, an initial public offering (IPO), or a priced equity financing round. 

Other key terms generally include a valuation cap and/or a discount. The valuation cap defines the largest price at which the investor’s capital would convert into equity if a qualifying event were to occur. It is either expressed as a “pre-money” or “post-money” valuation, which indicates whether the current round is included in the given valuation figure. A discount is typically expressed as a percentage of the “price” set by the future qualifying event (a “20% discount”, for example). It is common for both functions to be present although this is not always the case. 


While the two instruments are very similar in basic function, the core distinction revolves around two simple concepts: interest and maturity. 

A SAFE generally does not include provisions for an interest rate or term length and is generally not treated like debt for legal and accounting purposes. In contrast, a CDN is debt for legal and accounting purposes, and typically specifies a term for the investment (24 months, for example) with an interest rate (6-8%, for example). During the life of the investment, the initial investment earns the specified rate of interest. Like a traditional loan, this increases the outstanding balance over time. If the CDN has not converted at the conclusion of the term (maturity), depending on the terms of the CDN, one of three things typically happens, depending on the terms of the CDN: (1) the total balance of the investment (principal + interest earned) can be converted into equity, (2) the outstanding balance can be repaid in cash, or (3) the parties can agree to leave the note outstanding for future conversion. 

Question 2: How Could a SAFE or CDN Help Me?

Both CDNs and SAFEs offer several benefits to both founders and to early-stage investors. In this section, we explore the benefits of both methods, as well as individual methods. 

Both SAFEs and CDNs

There are 3 key benefits applicable to both SAFEs and CDNs:

Relative Speed

Both SAFEs and CDNs are far simpler to create than the typical priced round issuance and can thus be issued more quickly. New rounds can often open within a few days, enabling founders to complete funding rounds without wading through oceans of paperwork and legal fees.

Delay Company Valuation

Both methods delay the onerous task of valuing the company, which is especially difficult if the firm is pre-revenue. This flexibility is critical to securing early partnerships. It also enables the firm to focus its short-term resources on expanding operations to maximize growth.

Control of Control

Since investors via either of these methods do not immediately gain shares of company stock, the issue of control rights can be delayed until conversion. This allows company leadership to remain fast and lean in the critical early years. 


A hallmark benefit of a SAFE note is its simplicity (it is, after all, called a Simple Agreement for Future Equity). The SAFE was originally introduced by Y Combinator, a well-known startup accelerator, in 2013, as a trimmed-down alternative to a priced round or CDN. It is very short, is generally considered to be very founder-friendly, and can be quickly drafted with minimal upfront legal fees. Focal negotiation points are the valuation cap and/or discount, and most early-stage investors are familiar with the process.


One unique benefit of a CDN is that it generally receives higher preference in the capital stack than equity holders do, as it is a form of debt. In addition, the maturity schedule provides a unique opportunity for scheduled re-engagement and possible renegotiation as compared to a SAFE, which does not place any time bounds on the investment. Additionally, though SAFEs are relatively common nowadays, convertible debt notes have been available to investors for far longer and are often cited as more investor friendly. 


While there are many ways to finance an early-stage venture, choosing a SAFE note or CDN may be the right choice for your business or investment. However, every scenario is unique, and it is critical to involve legal counsel in the process as early as possible. 

About the Author
Andrew Kazlow

Andrew began his professional journey in 2017 as a Sales Engineer at Vinson Process Controls, a premier industrial automation channel for Emerson Electric. In this role, he worked with several Fortune 500 industrial firms to develop, manage, and implement multimillion-dollar B2B automation technology projects. While completing his MBA from 2021 -2022, Andrew served as the managing director for Aggies in Business, a student-run consulting group that supports startups and angel investors. During the Summer of 2022, he enhanced his grasp of CPG operations as a Supply Chain Strategy & Transformation intern at Keurig Dr. Pepper.

In 2022, Andrew founded PitchFact, an investment research service company where he currently serves as CEO and for which he was recognized with the Texas Business Hall of Fame’s Future Texas Business Legend award. PitchFact focuses on making the screening and due diligence process easy for angel networks through premium multi-stage reporting and deal flow access.

Andrew is a two-time graduate of Texas A&M University, where he completed an engineering degree in 2017 and a Master of Business Administration in 2022.

Mike Lodzinski

Mike started his legal career in 2005 as an Associate in the Corporate & Securities Practice Group of Thompson & Knight LLP. After leaving Thompson & Knight, Mike worked in various in-house roles of increasing responsibility with Toshiba, Hewlett-Packard Enterprise and Hempel expanding his experience in a variety of industries, including renewable energy, oil and gas, manufacturing, and power generation, among others. Mike is currently General Counsel of Advario North America, a leading provider of storage and logistics solutions in the energy and chemical industry.

In 2009, Mike founded Nighthawk Machinery, a manufacturer and distributor of solid tires and rubber tracks for the construction industry, which was acquired by a competitor in 2018. Since 2018, Mike has invested in several start-ups and early-stage companies and has been active as an advisor in various legal and non-legal capacities. In addition to his role with Advario, Mike is a Partner at Pursuit Legal, a boutique business law firm that provides intelligent legal solutions to SMEs and startups, where he uses his unique skill set to advise a select handful of start-ups and early-stage companies from the idea stage through scale-up.

Mike is a graduate of Texas A&M University and Duke University School of Law.

What’s a Rich Text element?

The rich text element allows you to create and format headings, paragraphs, blockquotes, images, and video all in one place instead of having to add and format them individually. Just double-click and easily create content.

Static and dynamic content editing

Static and dynamic content editing

  • sfsdfsdfs
  • sfdsfsfs

A rich text element can be used with static or dynamic content. For static content, just drop it into any page and begin editing. For dynamic content, add a rich text field to any collection and then connect a rich text element to that field in the settings panel. Voila!

How to customize formatting for each rich text

Headings, paragraphs, blockquotes, figures, images, and figure captions can all be styled after a class is added to the rich text element using the "When inside of" nested selector system.