KISS (Equity Version)
For Informational Purposes Only
The Keep It Simple Security — Equity Version offers the simplicity of a SAFE with the structure of a 500 Startups standardized instrument. No interest, no maturity date — pure equity upside with MFN and valuation cap protections. Updated with 2025–2026 emerging provisions.
What This Instrument Does
The KISS (Keep It Simple Security) — Equity Version is a convertible instrument developed by 500 Startups that gives investors a contractual right to future equity without the trappings of debt. Unlike the Debt KISS, the Equity Version carries no interest, has no maturity date, and creates no creditor rights — making it functionally similar to a SAFE but with built-in MFN protection, a detailed definition of Shadow Preferred stock, and standardized conversion mechanics.
When a Qualified Financing occurs, the KISS Amount automatically converts into Shadow Preferred stock at the Conversion Price — the lesser of the discounted round price or the valuation cap price. The Equity KISS sits on the balance sheet as equity rather than debt, which keeps the company’s capitalization cleaner and avoids the complications of subordination agreements with bank lenders.
This template includes emerging provisions for OISP/DSP investment screening verification, QSBS compliance covenants, an optional sunset clause for conversion after an extended period, and comprehensive MFN carve-outs to prevent gaming of the most favored nation provision.
Why Startups Use KISS (Equity)
No Debt Overhang
Unlike the Debt KISS or a convertible note, the Equity KISS is not debt. It doesn’t appear as a liability on the balance sheet, doesn’t accrue interest, and doesn’t create creditor rights that could complicate bank lending relationships or trigger covenant defaults.
Built-In MFN Protection
Section 5 provides automatic most favored nation rights — if the company issues a later convertible instrument with better terms, the KISS holder can elect to match those terms within 30 days. This is standard in KISS but typically requires a separate side letter with SAFEs.
Shadow Preferred Conversion
On a Qualified Financing, the KISS converts into Shadow Preferred stock — a separate series with the same rights as the round’s preferred stock but with a liquidation preference based on the KISS conversion price, not the round price. This ensures investors get credit for their actual economic deal.
No Maturity Pressure
The Equity KISS has no maturity date, meaning the company faces no deadline to raise a priced round or repay investors. This eliminates the leverage that maturity dates give investors over companies that haven’t yet achieved the traction needed for a priced round.
Key Provisions Explained
Conversion Price (Dual Mechanism)
The Conversion Price is the lesser of: (a) the round price times (1 minus the discount rate), or (b) the valuation cap divided by the fully diluted capitalization. This dual mechanism ensures the investor gets the better of the discount or the cap — whichever produces a lower per-share price and therefore more shares upon conversion.
No Interest, No Maturity (Section 4)
The defining feature of the Equity KISS: there is no interest accrual and no maturity date. The KISS remains outstanding indefinitely until a Qualified Financing or Corporate Transaction occurs. This eliminates maturity-date pressure and keeps the instrument off the balance sheet as debt.
Corporate Transaction (2x Multiple)
If the company is acquired before a Qualified Financing, the investor receives the greater of: (a) 2x their KISS Amount in cash, or (b) the amount they’d receive if they converted at the cap price and participated as a common stockholder. The 2x multiple compensates for the risk of an early exit without a priced round.
Most Favored Nation (Section 5)
If the company issues any subsequent convertible instrument with better terms, the investor has 30 days to elect to amend this KISS to match those terms. The provision includes carve-outs to prevent gaming: a lower cap reflecting decreased valuation, or a higher discount coupled with a proportionally lower cap, don’t trigger the MFN.
Shadow Preferred Stock
Upon conversion, the investor receives Shadow Preferred — a separate series (e.g., Series A-1) identical to the round’s preferred stock except that the liquidation preference and anti-dilution conversion ratio are based on the KISS Conversion Price rather than the round price. This preserves the economic deal the investor negotiated.
Sunset Clause (Emerging)
An optional emerging provision allows the Majority in Interest to force conversion into Common Stock at the cap price if the KISS hasn’t converted within a specified number of years. This provides a backstop resolution mechanism while preserving the “no maturity” character of the instrument during the typical startup lifecycle.
Emerging Provisions (2025–2026)
OISP/DSP Investment Screening
The Company representations include verification of “overseas issuer of specified products” (OISP) and “domestic subsidiary of a prohibited entity” (DSP) status under expanding outbound investment screening regimes. As more jurisdictions implement restrictions on investments in sensitive technology sectors, this representation ensures investors have visibility into potential regulatory risks before committing capital.
QSBS Preservation Covenant
Section 8(j) requires the company to use commercially reasonable efforts to maintain Section 1202 QSBS qualification for shares issuable upon conversion. Given the potential for 100% capital gains exclusion (up to $10 million or 10x basis), this covenant is increasingly viewed as a standard investor protection rather than a negotiated term.
Optional Sunset Clause
Section 4 includes a bracketed sunset provision allowing the Majority in Interest to force conversion into Common Stock after a specified period. While the Equity KISS is designed to remain outstanding indefinitely, institutional investors increasingly request a resolution mechanism for instruments that have been outstanding for 5+ years without a conversion event. The sunset converts at the cap price, preserving the investor’s valuation protection.
KISS (Equity) vs. KISS (Debt) vs. SAFE
| Feature | KISS (Equity) | KISS (Debt) | SAFE |
|---|---|---|---|
| Interest | None | Yes (simple, converts) | None |
| Maturity Date | None | Yes (typically 18 months) | None |
| Balance Sheet | Equity | Debt | Equity-like |
| MFN Protection | Built-in (standard) | Built-in (standard) | Only MFN variant |
| Converts Into | Shadow Preferred | Shadow Preferred | Safe Preferred Stock |
| Acquisition Payout | Greater of 2x or cap conversion | 2x or cap conversion (choice) | 1x or cap conversion |
| Document Length | ~9 pages | ~10 pages | ~5 pages |
How to Use This Template
Related Forms
Disclaimer: This template is provided by Montague Law for informational and educational purposes only and does not constitute legal advice. The KISS was originally developed by 500 Startups. This template has been adapted and updated to reflect current market terms and emerging provisions through 2026. Key economic terms are heavily negotiated and should be tailored to each specific transaction. Use of this template does not create an attorney-client relationship. Companies and investors should consult with qualified legal counsel before entering into any convertible security arrangement. For legal assistance with your financing, contact john@montague.law.