Fix code in the Convertible Note Agreement Template

Aug 6th, 2022
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How to fix code in the Convertible Note Agreement Template

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[Music] okay so we win over shares now lets talk about the other kinds of ownership rights you might run into common shares and preferred Shares are examples of equity where the share price gets determined at the time the shares are granted when you incorporate you might authorize the issuing of 10 million shares but right now youre at the earliest stage of your company right at this stage a lot of Founders dont know how much their company is worth maybe theres no Revenue yet maybe theres no product yet for whatever reason they just might not be ready to say what their share price is problem is they still might need to raise money in order to get their business up and running so how do you raise money and give shares to investors when you dont actually know the price of one share of your company say hello to the third type of asset youll probably have on your cap table a convertible instrument convertible instrument sounds like a fancy word but its basically just a type of cont

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Ambiguity Since convertible note investment is done mostly with startups, a common risk investors face is the failure of repayment. If the startup cannot raise subsequent equity financing, the business will not have sufficient capital to repay loans.
Structuring a convertible note requires careful consideration of key elements. Typically, convertible notes feature the principal amount, interest rate, maturity date, and conversion terms. The conversion discount and valuation cap are crucial components influencing the conversion of the note into equity.
A convertible note refers to a short-term debt instrument (security) that can be converted into equity (ownership portion in a company). Convertible notes are often used by seed investors who invest in startups. They are structured as loans to convert it to an equity stake of the company in the future.
Issue of Convertible Notes under Companies Act, 2013 Start-up companies can issue convertible notes under the provision of Section 62(3) of the Companies Act, 2013 by passing a Special Resolution and file the form MGT-14 with ROC within a period of 30 days.
A note usually has a face value of $1. So, an investor who invests $100,000 will receive 100,000 notes. The investor will pay the investment amount when they sign the convertible note. Some convertible notes may also contain a requirement that the company use the investors money for a particular purpose.
Most convertible notes, like other forms of debt, provide that they are due at the maturity date, usually 18 to 24 months. Occasionally, convertible notes will provide that at maturity they automatically convert to equity, or convert to equity at the option of the lender.
To sum up, in order to convert a convertible note into cash, the holder must find an investor who is willing to purchase the note. Once the investor has paid off the loan, they will own the note. The investor can then convert the note into cash by selling it to another investor or holding onto it until it matures.
If a company raises money on a note and the company fails, the investors are creditors, getting money back prior to any shareholder and any creditor that doesnt have security or statutory preference. In almost every case, convertible note holders in these situations would be lucky to get pennies back on the dollar.

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