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What is a conversion promissory note?

A convertible promissory note is a legal document that is a type of debt instrument that can be converted into equity for a business. A convertible promissory note will typically have a fixed interest rate and a maturity date, but the holder has the option to convert it into shares at any time before its due date.

What is the benefit of a convertible note?

The main advantage of using convertible notes is that they dont have to valuate the company until the Series A round of financing when theres more data to base the companys valuation. Valuations are challenging in a companys early stages because there arent enough data to reasonably determine a startups worth.

What is a convertible note example?

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.

Do convertible notes have to be paid back?

Convertible notes are just like any other form of debt youll need to pay back the principal plus interest. In an ideal world, a startup would never pay back a convertible note in cash. However, if the maturity date hits prior to a Series A financing, investors can choose to demand their money back.

What happens when a convertible note matures?

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.

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