Convertible promissory note 2025

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The following are just a couple of the possible disadvantages of using convertible notes as a financing mechanism. If they dont convert, the notes eventually come due. This can result in the end of the startup if the note holders arent willing to negotiate, and the startup doesnt have the means to pay off the notes.
In theory, because they are debt, convertible notes must be paid back. But in practice, this is rarely the case. If a startup fails to raise a priced equity round before the maturity date, its highly unlikely it will have the funds needed to repay the note principal.
Convertible notes typically convert into equity when your startup raises its next round of funding, like a Series A. The notes convert at a discount to the Series A price per share.
The limitations of convertible notes Because convertible notes usually come from a single investor, rather than a set of institutions and individuals all putting money into a round, convertible notes normally mean raising less money, giving you a shorter runway.
Convertible notes are promissory notes that serve an additional business purpose other than merely representing debt. Convertible notes include all of the terms of a vanilla promissory note, such as an interest rate and the pledge of underlying security (if applicable).
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