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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9 can't-miss Houston business and innovation events for April

where to be

Two new conferences will launch while another longtime business competition celebrates its 25th anniversary this month in Houston. Plus, there are networking opportunities, family tech events and more.

Here are the Houston business and innovation events you can't miss in April and how to register. Please note: this article might be updated to add more events.

​Ion Block Party: Art Crawl

Network and socialize with other tech enthusiasts and business-minded individuals while taking in the new gallery at Community Artists’ Collective and experiencing the immersive dome at Omnispace360. See work by Joel Zika, who will showcase his digital sculptures through augmented reality screens, and other public art around the Ion while also enjoying food and drink.

This event is Thursday, April 3, from 4-7 p.m. at the Ion. Click here to register.

​CLA Presents: Raising Capital over Happy Hour

Gain a better understanding of the capital-raising process and various funding opportunities at this educational happy hour. Keith Davidson, the market leader for CLA in Dallas and former CFO of ICS, will present.

This event is Thursday, April 10, from 4-6 p.m. at The Cannon. Click here to register.

Rice Business Plan Competition 

The Rice Alliance for Technology and Entrepreneurship will host the 25th annual Rice Business Plan Competition this month. Forty-two student-led teams from around the world, including one team from Rice, will present their plans before more than 300 angel, venture capital, and corporate investors to compete for more than $1 million in prizes.

This event is April 10-12. Stream the Elevator Pitch Competition and Final Round here.

RSVF Annual Conference

The Rice Student Venture Fund will host its first-ever Annual Conference to celebrate the university's entrepreneurial spirit and the rising generation of student-led innovation. The conference will include live startup demos, an RSVF fund update, a keynote fireside chat, a builder-investor panel and networking. RSVF welcomes students, alumni, investors, faculty and staff, and innovators and community members of the broader tech scene.

This event is Monday, April 14, from 4-8 p.m. at the Ion. Click here to register.

​TEX-E Conference

TEX-E will host its inaugural conference this month under the theme "Energy & Entrepreneurship: Navigating the Future of Climate Tech." The half-day conference will feature a keynote from Artemis Energy Partners CEO Bobby Tudor as well as panels with other energy and tech leaders from NRG, Microsoft, GE Vernova and TEB Tech.

This event is Tuesday, April 15, from 1-4:30 p.m. at the Ion. Click here to register.

Houston Methodist Leadership Speaker Series 

Hear from Dr. Jonathan Rogg, Chief Quality Officer and Vice President of Operations at Houston Methodist Hospital and a a practicing emergency medicine physician, at the latest Houston Methodist Leadership Speaker Series. Rogg will present "Leadership from the Bedside to the Boardroom."

This event is on Wednesday, April 23, from 4:45-6 p.m. at the Ion. Click here to register.

Ion Family STEAM Day– Let's Build a Tripwire Alarm

STEAM on Demand will host a hands-on, family-friendly engineering lesson for young ones on the Ion Forum Stairs. Kids will learn to create and test their own working alarm system. The event is geared toward those ages 7 to 14.

This event is Sunday, April 26, from 10 a.m. to noon at the Ion. Click here to register.

 Greentown Houston Fourth Anniversary Transition On Tap

Climatetech incubator Greentown Labs will celebrate its fourth anniversary with a special edition of its signature networking event, Transition On Tap. Entrepreneurs, investors, students, and friends of climatetech are invited to attend.

This event is Tuesday, April 29, from 5:30-7:30 p.m. at Greentown Labs. Click here to register.

Integrate Space Technology Into Your Small Biz

The SBA Houston District Office and the UH Technology Bridge will host a collaborative event designed to help small businesses leverage space technology for prototype development. Attendees will also hear from industry experts on resources and gain access free technical engineering assistance to help accelerate their businesses.

This event is Wednesday, April 30, from 9:30-11:30 a.m. at UH Technology Bridge Innovation Center. Click here to reserve your spot.

Texas university's innovative 'WaterHub' will dramatically reduce usage by 40%

Sustainable Move

A major advancement in sustainability is coming to one Texas university. A new UT WaterHub at the University of Texas at Austin will be the largest facility of its kind in the U.S. and will transform how the university manages its water resources.

It's designed to work with natural processes instead of against them for water savings of an estimated 40 percent. It's slated for completion in late 2027.

The university has had an active water recovery program since the 1980s. Still, water is becoming an increasing concern in Austin. According to Texas Living Waters, a coalition of conservation groups, Texas loses enough water annually to fill Lady Bird Lake roughly 89 times over.

As Austin continues to expand and face water shortages, the region's water supply faces increased pressure. The UT WaterHub plans to address this challenge by recycling water for campus energy operations, helping preserve water resources for both the university and local communities.

The 9,600-square-foot water treatment facility will use an innovative filtration approach. To reduce reliance on expensive machinery and chemicals, the system uses plants to naturally filter water and gravity to pull it in the direction it needs to go. Used water will be gathered from a new collection point near the Darrell K Royal Texas Memorial Stadium and transported to the WaterHub, located in the heart of the engineering district. The facility's design includes a greenhouse viewable to the public, serving as an interactive learning space.

Beyond water conservation, the facility is designed to protect the university against extreme weather events like winter storms. This new initiative will create a reliable backup water supply while decreasing university water usage, and will even reduce wastewater sent to the city by up to 70 percent.

H2O Innovation, UT’s collaborator in this project, specializes in water solutions, helping organizations manage their water efficiently.

"By combining cutting-edge technology with our innovative financing approach, we’re making it easier for organizations to adopt sustainable water practices that benefit both their bottom line and the environment, paving a step forward in water positivity,” said H2O Innovation president and CEO Frédéric Dugré in a press release.

The university expects significant cost savings with this project, since it won't have to spend as much on buying water from the city or paying fees to dispose of used water. Over the next several years, this could add up to millions of dollars.

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A version of this story originally appeared on our sister site, CultureMap Austin.

Texas female-founded companies raised more than $1 billion in 2024, VC data shows

by the numbers

Female-founded companies in Dallas-Fort Worth may rack up more funding deals and more money than those in Houston. However, Bayou City beats DFW in one key category — but just barely.

Data from PitchBook shows that in the past 16 years, female-founded companies in DFW collected $2.7 billion across 488 deals. By comparison, female-founded companies in the Houston area picked up $1.9 billion in VC through 343 deals.

Yet if you do a little math, you find that Houston ekes out an edge over DFW in per-deal values. During the period covered by the PitchBook data, the value of each of the DFW deals averaged $5.53 million. But at $5,54 million, Houston was just $6,572 ahead of DFW for average deal value.

Not surprisingly, the Austin area clobbered Houston and DFW.

During the period covered by the PitchBook data, female-founded companies in the Austin area hauled in $7.5 billion across 1,114 deals. The average value of an Austin deal: more than $6.7 million.

Historically, funding for female-established companies has lagged behind funding for male-established companies. In 2024, female-founded companies accounted for about one-fourth of all VC deals in the U.S., according to PitchBook.

PitchBook noted that in 2024, female-founded companies raised $38.8 billion, up 27 percent from the previous year, but deal count dropped 13.1 percent, meaning more VC for fewer startups. In Texas, female-founded companies brought in $1.3 billion last year via 151 deals. The total raised is the same as 2023, when Texas female founders got $1.3 billion in capital across 190 deals.

“The VC industry is still trying to find solid footing after its peak in 2021. While some progress was made for female founders in 2024, particularly in exit activity, female founders and investors still face an uphill climb,” says Annemarie Donegan, senior research analyst at PitchBook.