Should your startup opt for SAFEs or convertible notes on your next funding round? This Houston expert weighs in. Photo via Getty Images

As both a founder and occasional early-stage investor in the Houston ecosystem, I've seen firsthand the opportunities and challenges surrounding seed funding for local startups. This critical first fundraising round sets the trajectory, but navigating the landscape can be tricky, especially for first time founders who may not be familiar with the lingo.

One key dynamic is choosing the right deal structure — SAFEs (Simple Agreement for Future Equity) vs. convertible notes are the most common vehicles early stage startups use to raise capital and are far more founder-friendly than a priced round.

Let's start first with what the have in common:

  • Both allow you to defer setting a valuation for your company until a later (likely priced) round, which is useful in early stages or pre-revenue companies
  • Both are cheaper and faster to execute than a priced round, which cash-strapped early stage founders like
  • Both can have terms like valuation cap, discount, conversion event, and pro rata rights.
  • Both are less attractive to investors seeking immediate equity (especially important if starting the QSBS clock is part of your investors strategy or if the investor is newer to startup investing)
  • Both can create messy cap tables and the potential for a lot of dilution for the founders (and investors) if they are used for multiple raises (especially with different terms)

While as you can see they have similarities, they have some important differences. Let's dig in on these next:

SAFEs:

  • Created by Y Combinator in 2013, the intent was to create a simplified, founder friendly agreement as an alternative to the convertible note
  • Is an agreement for future equity for the investor at a conversion event (priced round or liquidation event) which converts automatically.
  • It's not a debt instrument and does not accrue interest or have a maturity date.
  • Generally have much lower upfront legal costs and faster to execute

Convertible Notes:

  • A debt agreement that converts to equity at a later date (or conversion event like a priced round)
  • Accrues interest (usually 2 to 8 percent) and has a maturity date by which the note must either be repaid or convert to equity. If you reach your maturity date before raising a qualifying round, you can often renegotiate to extend the maturity date or convert the note, though be prepared to agree to higher interest rates, additional warrants, or more favorable conversion terms.
  • More complex and take longer to finalize due to non-standard terms resulting in higher legal and administrative costs

It's worth reiterating that in both cases, raising multiple rounds can lead to headaches in the form of complex cap tables, lots of dilution, and higher legal expenses to determine conversion terms. If your rounds have different terms on discounts and valuation caps (likely) it can cause confusion around equity and cap table structure, and leave you (the founder) not sure how much equity you will have until the conversion occurs.

In my last startup, our legal counsel — one of the big dogs in this space for what it's worth — strongly advised us to only do one SAFE round to prevent this.

Why do some investors tend to prefer convertible notes?

There are a few reasons why some investors, particularly angel investors from developing startup ecosystems (like Houston), prefer convertible notes to SAFEs.

  • Because they are structured as debt, note holders have a higher priority than equity investors in recovering their investment if the company fails or is liquidated. This means they would get paid after other creditors (like loans or credit cards) but before equity investors, increasing the likelihood of getting some of their money back.
  • The interest terms protect investors if the founder takes a long time to raise a priced funding round. As time passes, interest accumulates, increasing the investor's potential return. This usually results in the investor receiving a larger equity stake when the note converts. However, if the investor chooses to call in the note instead, the accrued interest would increase the amount of money owed, similar to a traditional loan
  • More defined conversion triggers (including a maturity date) gives investors more control and transparency on when and how their investment will convert.
  • Can negotiate more favorable terms than the standard SAFE agreement, including having both a valuation cap and a discount (uncommon on a SAFE, which usually only has one or the other), interest rates, and amendment clauses to protect them from term revisions on earlier investors by future investors (called a cram-down), etc.
We'll go over what the various terms in these agreements are and what to look out for in a future article

How to choose:

  • Consider your startup's stage and valuation certainty — really uncertain or super early? Either of these instruments are preferable to a priced round as you can defer the valuation discussion
  • Assess investor preferences in your network — often the deciding factor if you don't have a lot of leverage; most local angels prefer c-notes because they see them as less risky though SAFEs are becoming more common with investors in tech hubs like Silicon Valley
  • Evaluate your timeline and budget for legal costs — as I mentioned, SAFEs are way less expensive to execute (though still be prepared to spend some cash).
  • Align the vehicle with your specific goals and growth trajectory

There's no one-size-fits-all solution, so it's crucial to weigh these factors carefully.

The meanings of these round terms like "seed" are flexible, and the average seed funding amount has increased significantly over the past decade, reaching $3.5 million as of January 2024. This trend underscores the importance of choosing the right funding vehicle and approach.

Looking ahead, I'm bullish on Houston's growing startup ecosystem flourishing further. Expect more capital formation from recycled wins, especially once recently minted unicorns like High Radius, Cart.com, Solugen, and Axiom Space exit and infuse the ecosystem with fresh and hungry angels, new platforms beyond traditional venture models, and evolving founder demographics bringing fresh perspectives.

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Adrianne Stone is the principal product manager at Big Cartel and the founder of Bayou City Startups, a monthly happy hour organizer. This article original ran on LinkedIn.

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Trailblazing Houston entrepreneur brings big ideas to new Yahoo Finance show

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Elizabeth Gore, co-founder and president of Houston's Hello Alice, debuted the first episode of her new video podcast series with Yahoo Finance on Thursday, April 24.

The weekly series, known as "The Big Idea with Elizabeth Gore," will focus on providing information and resources to small business owners and sharing stories of entrepreneurship, according to a news release from Yahoo Finance.

“Entrepreneurs and small business owners drive our country’s economy forward. With a record number of small businesses launching in our communities, my goal is to help every citizen live the American Dream. On the Big Idea, we will break down barriers for entrepreneurs and lift up opportunities for every person wanting to be their own boss,” Gore said in the release.

“By hosting the 'Big Idea' on Yahoo Finance, I’m looking forward to elevating business owners’ stories and providing actionable insights to small business owners at a scale like never before. I am blown away to be joining the number one finance news source that is already trusted by so many.”

Gore was joined by Hello Alice co-founder and CEO Carolyn Rodz in the premiere episode, titled "Got a big idea for a small business? Here's your first step," to discuss the steps they took when launching the business.

Gore and Rodz founded Hello Alice in 2017. The fintech platform supports over 1.5 million small businesses across the nation. It has helped owners access affordable capital and credit and distributed over $57 million in grants to businesses across various industries. The company raised a series C round backed by Mastercard last year for an undisclosed amount and reported that the funding brought the company's valuation up to $130 million at the time.

According to Yahoo Finance, Gore's experience and expertise build on its "mission to be the trusted guide of financial information to all investors, and democratize access to quality content."

“Over the past year, we invested in expanding our programming lineup with the launch of new shows and podcasts, and welcomed new financial creators and influencers into our newsroom,” Anthony Galloway, head of content at Yahoo Finance, added the release. “By diversifying our programming and talent roster, Yahoo Finance is introducing unique points-of-view that make financial topics more engaging, actionable, and personalized. Small business owners are a vital part of our audience, so we’re excited to welcome Elizabeth Gore from Hello Alice, whose insights and expertise will help us serve and connect with this important cohort in meaningful ways.”

The show is available on Spotify, Apple Podcasts, iHeart, Pandora, and Amazon Music for listening. Streamers can view it on yahoofinance.com, Amazon Prime Video, Samsung TV, Fire TV, Vizio, Haystack, DirectTV and other streaming platforms. Watch the premiere here:

7 top Houston researchers join Rice innovation cohort for 2025

top of class

The Liu Idea Lab for Innovation and Entrepreneurship (Lilie) has announced its 2025 Rice Innovation Fellows cohort, which includes students developing cutting-edge thermal management solutions for artificial intelligence, biomaterial cell therapy for treating lymphedema, and other innovative projects.

The program aims to support Rice Ph.D. students and postdocs in turning their research into real-world solutions and startups.

“Our fourth cohort of fellows spans multiple industries addressing the most pressing challenges of humanity,” Kyle Judah, Lilie’s executive director, said in a news release. “We see seven Innovation Fellows and their professors with the passion and a path to change the world.”

The seven 2025 Innovation Fellows are:

Chen-Yang Lin, Materials Science and Nanoengineering, Ph.D. 2025

Professor Jun Lou’s Laboratory

Lin is a co-founder of HEXAspec, a startup that focuses on creating thermal management solutions for artificial intelligence chips and high-performance semiconductor devices. The startup won the prestigious H. Albert Napier Rice Launch Challenge (NRLC) competition last year and also won this year's Energy Venture Day and Pitch Competition during CERAWeek in the TEX-E student track.

Sarah Jimenez, Bioengineering, Ph.D. 2027

Professor Camila Hochman-Mendez Laboratory

Jimenez is working to make transplantable hearts out of decellularized animal heart scaffolds in the lab and the creating an automated cell delivery system to “re-cellularize” hearts with patient-derived stem cells.

Alexander Lathem, Applied Physics and Chemistry, Ph.D. 2026

Professor James M. Tour Laboratory

Lathem’s research is focused on bringing laser-induced graphene technology from “academia into industry,” according to the university.

Dilrasbonu Vohidova is a Bioengineering, Ph.D. 2027

Professor Omid Veiseh Laboratory

Vohidova’s research focuses on engineering therapeutic cells to secrete immunomodulators, aiming to prevent the onset of autoimmunity in Type 1 diabetes.

Alexandria Carter, Bioengineering, Ph.D. 2027

Professor Michael King Laboratory

Carter is developing a device that offers personalized patient disease diagnostics by using 3D culturing and superhydrophobicity.

Alvaro Moreno Lozano, Bioengineering, Ph.D. 2027

Professor Omid Veiseh Lab

Lozano is using novel biomaterials and cell engineering to develop new technologies for patients with Type 1 Diabetes. The work aims to fabricate a bioartificial pancreas that can control blood glucose levels.

Lucas Eddy, Applied Physics and Chemistry, Ph.D. 2025

Professor James M. Tour Laboratory

Eddy specializes in building and using electrothermal reaction systems for nanomaterial synthesis, waste material upcycling and per- and polyfluoroalkyl substances (PFAS) destruction.

This year, the Liu Lab also introduced its first cohort of five commercialization fellows. See the full list here.

The Rice Innovation Fellows program assists doctoral students and postdoctoral researchers with training and support to turn their ideas into ventures. Alumni have raised over $20 million in funding and grants, according to Lilie. Last year's group included 10 doctoral and postdoctoral students working in fields such as computer science, mechanical engineering and materials science.

“The Innovation Fellows program helps scientist-led startups accelerate growth by leveraging campus resources — from One Small Step grants to the Summer Venture Studio accelerator — before launching into hubs like Greentown Labs, Helix Park and Rice’s new Nexus at The Ion,” Yael Hochberg, head of the Rice Entrepreneurship Initiative and the Ralph S. O’Connor Professor in Entrepreneurship, said in the release. “These ventures are shaping Houston’s next generation of pillar companies, keeping our city, state and country at the forefront of innovation in mission critical industries.”

Houston startup Collide secures $5M to grow energy-focused AI platform

Fresh Funds

Houston-based Collide, a provider of generative artificial intelligence for the energy sector, has raised $5 million in seed funding led by Houston’s Mercury Fund.

Other investors in the seed round include Bryan Sheffield, founder of Austin-based Parsley Energy, which was acquired by Dallas-based Pioneer Natural Resources in 2021; Billy Quinn, founder and managing partner of Dallas-based private equity firm Pearl Energy Investments; and David Albin, co-founder and former managing partner of Dallas-based private equity firm NGP Capital Partners.

“(Collide) co-founders Collin McLelland and Chuck Yates bring a unique understanding of the oil and gas industry,” Blair Garrou, managing partner at Mercury, said in a news release. “Their backgrounds, combined with Collide’s proprietary knowledge base, create a significant and strategic moat for the platform.”

Collide, founded in 2022, says the funding will enable the company to accelerate the development of its GenAI platform. GenAI creates digital content such as images, videos, text, and music.

Originally launched by Houston media organization Digital Wildcatters as “a professional network and digital community for technical discussions and knowledge sharing,” the company says it will now shift its focus to rolling out its enterprise-level, AI-enabled solution.

Collide explains that its platform gathers and synthesizes data from trusted sources to deliver industry insights for oil and gas professionals. Unlike platforms such as OpenAI, Perplexity, and Microsoft Copilot, Collide’s platform “uniquely accesses a comprehensive, industry-specific knowledge base, including technical papers, internal processes, and a curated Q&A database tailored to energy professionals,” the company said.

Collide says its approximately 6,000 platform users span 122 countries.

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This story originally appeared on our sister site, EnergyCapitalHTX.com.