FOR CONVERTIBLE PROMISSORY NOTE FINANCING OF 2025

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Convertible notes are a type of financing used by early-stage companies. They are like loans in that they are usually repaid with interest. However, unlike traditional loans, convertible notes allow the investor to convert the debt into equity at a later date at a pre-determined price.
Some convertible notes have an automatic conversion at maturity. 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.
As noted above, convertible notes can be classified as all debt, all equity, or a mixture of both. To determine the appropriate classification, we need to consider the relevant definitions in IAS 32 Financial Instruments: Presentation.
Tax Implications of Convertible Notes The hybrid nature of convertible notes presents unique tax consequences to companies that use this form of capitalization. While the expectation is for the note to convert into equity, any accrued interest on the note is generally taxed to the lender as interest income.
The convertible notes issued by Entity A are therefore classified as compound financial instruments because they contain both debt and equity components: Debt - Contractual cash flows of 10% annual coupons and a cash repayment of $1,000, and. Equity - Conversion feature to convert the liability to equity of the issuer.
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A promissory note is very similar to a loan. Each is a legally binding contract to unconditionally repay a specified amount within a defined time frame. However, a promissory note is generally less detailed and less rigid than a loan contract.
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).
At its most basic essence, a convertible note is a debt instrument that pays interest and principal, but also carries the right to exchange the interest and principal cash streams into an equity interest, typically common stock, of the issuer.

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