Convert Convertible Note Agreement Template

Aug 6th, 2022
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How to Convert Convertible Note Agreement Template

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In this video, Scott from Cruise Consulting discusses a sample convertible note agreement, recommending viewers to use their law firm's template for documentation. He emphasizes the importance of understanding key components such as the loan amount, repayment terms, and valuation cap. Scott highlights that knowing whether the note converts to common or preferred stock is crucial, especially with institutional venture capitalists, where preferred stock is commonly involved. While a specific template is provided for educational purposes, he encourages viewers to use official templates for legal accuracy.

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Conversion at a Qualifying Financing If there is a qualifying financing, convertible notes will usually automatically convert into shares. The terms of your convertible notes may require you to give your noteholders written notice, often referred to as a conversion notice.
The conversion price is the price at which the convertible note can be converted into the companys shares. The conversion price is usually higher than the stock price as of the issuance date. The conversion ratio is estimated as the number of shares the convertible note is convertible into.
Conversion Provisions: The primary purpose of a convertible note is that it will convert into equity at some point in the future. The most common method of conversion occurs when a subsequent equity investment exceeds a certain threshold. This is called a qualified financing.
Conversion value is calculated by multiplying the common stock price by the conversion ratio.
Convertible Bonds The conversion ratio can also be found by taking the bonds par value, which is generally $1,000, and dividing it by the share price. A stock trading for $40 has a conversion ratio equal to $1,000 divided by $40, or 25.
Maturity date: Convertible debt typically matures after 12-24 months. At this time, if the notes didnt convert into shares, the investors are repaid their note investment plus interest. Otherwise, the investor can hold their shares to cash out at a later date.
The conversion price of the convertible security is the price of the bond divided by the conversion ratio. If the bonds par value is $1000, the conversion price is calculated by dividing $1000 by 5, or $200. If the conversion ratio is 10, the conversion price drops to $100.
EXAMPLE: A startup company with 1,000,000 shares of common stock closes a seed funding round of $1,000,000 in the form of a convertible note, with a valuation cap of $5,000,000 pre-money valuation on the next round of financing. For simplicity, assume the note carries a 0% interest rate.

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