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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Houston foundation doles out $700K for Texas chemical research

fresh funding

Houston-based The Welch Foundation has issued $700,000 in additional funding to support chemical research through two of its newest grant programs.

The foundation has named the recipients of its Welch eXperimental (WelchX) Collaboration Retreat and Pilot Grants and the Welch Postdoctoral Fellows of the Life Sciences Research Foundation Grants.

The WelchX grants were awarded to teams of two Texas researchers who presented "innovative and collaborative ideas" addressing challenges in the clean energy space, according to the foundation.

Researchers from Texas universities gathered in Houston earlier this summer to discuss the theme “Chemical Research for Grand Challenges." They then paired off into nine teams and submitted proposals for the $100,000 pilot grants. The seven selected teams, several with ties to Houston, and their research topics include:

  • Yimo Han, Rice University, and Yuanyue Liu, The University of Texas at Austin, “Stabilizing Copper Electrocatalysts for CO2 Conversion”
  • Ognjen Miljanic, University of Houston, and Indrajit Srivastava, Texas Tech University, “Ping-Pong' Afterglow Luminescence in Self-Assembled Molecular Cubes”
  • Raúl Hernández Sánchez, Rice University, and Andy Thomas, Texas A&M University, “Accelerating Magnetic Resonance Imaging Contrast Agent Discovery via Rapid Injection NMR: Improving the Detection of Lithium for Disease Diagnostics”
  • Benjamin Janesko, Texas Christian University, and MD Masud Rana, Lamar University, “Cyber Twin Chemical Ensembles for Near-Infrared-Emitting Graphene Quantum Dot Therapeutics”
  • Ivan Korendovych, Baylor University, and Dino Villagrán, The University of Texas at El Paso, “Selective Bio-Inspired Electrochemical Probes for PFAS Analysis and Degradation”
  • Samantha Kristufek, Texas Tech University, and Kayla Green, Texas Christian University, “CIRCUIT: Critical Ion Recovery using Conductive and Ultrafiltration Intelligent Technology”
  • Fang Xu, The University of Texas at San Antonio, and Hong Wang, University of North Texas, “Visualize Molecular Adsorption on Supported Ni-porphyrin Model Catalysts via Substitute Effect”

The Welch Postdoctoral Fellows of the Life Sciences Research Foundation provides three-year fellowships to recent PhD graduates to support clinical research careers in Texas.

The foundation previously announced that it would name fellows from Rice University and Baylor University who would receive $100,000 annually for three years. This year's recipients and their research topics include:

  • Teng Yuan, Rice University, “Unlocking New Chemistry of Nonheme Iron Enzymes for α-Amino Acids and γ-Lactones Synthesis”
  • Katelyn Baumler, Baylor University, "Crystal Growth of Ln2Fe4Sb5 Phases Toward the Study of Novel Quantum Properties”

“As these programs become more established, it is thrilling to see the new research our awardees are exploring,” Adam Kuspa, president of The Welch Foundation, said in a news release. “The Foundation is very pleased by the applications that we continue to receive describing exciting new research projects to advance chemical research.”

This additional funding comes on the heels of the foundation doling out $27 million for chemical research, equipment and postdoctoral fellowships earlier this summer. The foundation made 85 grants to faculty at 16 Texas institutions at the time. Read more here.

How a Houston company is fighting anxiety, insomnia & Alzheimer’s through waveforms

mental health

A Houston-based company is taking a medicine-free approach to target brain neurologically associated with mental illness.

Nexalin Technology’s patented, FDA-cleared frequency-based waveform targets key centers of the midbrain to support the normalization of neurochemicals through a process known as Transcranial Alternating Current Stimulation (tACS). Delivered via a non-invasive device, the treatment gently stimulates the hypothalamus and midbrain, helping to “reset networks associated with symptoms” of anxiety and insomnia. Early clinical evidence suggests this approach can promote healthier brain function and improved sleep.

Through its recently appointed scientific advisory board (SAB), Nexalin also aims to target Alzheimer’s disease with a clinical development pipeline supported by published data and internal data from studies involving its proprietary DIFS technology. Nexalin’s Gen-2 SYNC and Gen-3 Halo headset delivers the DIFS, which is a waveform that can penetrate deep brain structures implicated in cognitive decline and mental illness.

The board includes experts in neurology, neuroimaging and neurodegenerative diseases with Dr. Mingxiong Huang, Dr. David Owens, and Dr. Abe Scheer coming on board. Nexalin plans to initiate new Alzheimer’s-focused clinical studies in the Q3 2025 by incorporating cognitive testing, imaging biomarkers, and guided metrics to assess treatment efficacy and neural activation.

“I am excited to work alongside Nexalin’s leadership and fellow SAB members to help guide the next generation of non-invasive neuromodulation therapies,” Huang said in a news release. “The intersection of neuroimaging, brain stimulation, and clinical science holds enormous potential for treating neurodegenerative disease.”

Recently, Nexalin’s proprietary neurostimulation device moved forward with a clinical trial that evaluated its treatment of anxiety disorders and chronic insomnia in Brazil. The first of Nexalin’s Gen-2 15-milliamp neurostimulation devices was shipped to São Paulo, Brazil, and the study will be conducted at the Instituto de Psiquiatria University Hospital (IPq-HCFMUSP). The shipments aim to support the launch of a Phase II clinical trial in adult patients suffering from anxiety and insomnia. The Nexalin Gen-2 15-milliamp neurostimulation device has also been approved in China, Brazil and Oman. Its Gen 1 device first received FDA clearance in 2003, according to the company's website.

The company also enrolled the first patients in its clinical trial at the University of California, San Diego, in collaboration with the VA San Diego Healthcare System for its Nexalin HALO, which looks to treat mild traumatic brain injury and post-traumatic stress disorder in military personnel and the civilian population.

Nexalin previously raised $5 million through a

public stock offering.

Houston innovation hub announces first cohort for energy-focused accelerator

Powering Up

Energytech Nexus, a Houston-based hub for energy startups, has named its inaugural cohort of 14 companies for the new COPILOT accelerator.

COPILOT partners with Browning the Green Space, a nonprofit that promotes diversity, equity and inclusion (DEI) in the clean energy and climatech sectors. The Wells Fargo Innovation Incubator (IN²) at the National Renewable Energy Laboratory backs the COPILOT accelerator.

The eight-month COPILOT program offers mentorship, training and networking for startups. Program participants will be tasked with developing pilot projects for their innovations.

Two Houston startups are members of the first COPILOT class:

  • GeoFuels, housed at Houston’s Greentown Labs, has come up with a novel approach to hydrogen production that relies on geothermal power and methane decomposition.
  • PolyQor, which converts plastic waste into eco-friendly construction materials. Its flagship EcoGrete product is an additive for concrete that enhances its properties while reducing carbon emissions. PolyQor’s headquarters is at Houston’s Greentown Labs.

Other members of the COPILOT cohort are:

  • Birmingham, Alabama-based Accelerate Wind, developer of a wind turbine for commercial buildings.
  • Ann Arbor, Michigan-based Aquora Biosystems, which specializes in organic waste biorefineries.
  • Phoenix-based EarthEn Energy, a developer of technology for thermo-mechanical energy storage.
  • New York City-based Electromaim, which installs small hydro-generators in buildings’ water systems.
  • Chandler, Arizona-based EnKoat, an advanced materials company whose flagship product, the IntelliKoat System, is a patented two-layer thermal and weather barrier roof coating for flat and low-slope commercial buildings.
  • Calgary, Canada-based Harber Coatings, which manufactures electroless nickel coating and electroless nickel plating.
  • Dallas-based Janta Power, which designs and makes 3D solar towers.
  • Miami-based NanoSieve, a developer of gas remediation technology.
  • Palo Alto, California-based Popper Power, which has developed a platform that turns streetlight networks into resilient, maintenance-free distributed charging infrastructure.
  • Buffalo, New York-based Siva Powers America, developer of small wind turbines for farms, utility companies and others with annual energy needs of 300,000 to 2 million kilowatt-hours.
  • Los Angeles-based Thermoshade, which specializes in cooling panels for outdoor environments.
  • Waukesha, Wisconsin-based V-Glass, Inc., developer of a vacuum-insulated glass for affordable high-efficiency windows.

“These startups reflect the future of energy access and resilience innovation,” said Juliana Garaizar, founding partner of Energytech Nexus. “By connecting them directly with partners through COPILOT, we’re helping them overcome the ‘pilot gap’ to build solutions that scale.”

The startups will run pilot projects along the Gulf Coast for their inventions.