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What exactly is a convertible note? Answering all your questions

You've probably heard about convertible notes before, but do you really know what they are? Convertible notes are a pretty common financing tool used by startups and investors, but the details can still be confusing. In this article, we'll break down exactly what a convertible note is, how they work, and the pros and cons of using them. We'll look at real-world examples of convertible note terms and structures. Whether you're an entrepreneur looking to raise money or an investor trying to understand startup financing, you'll learn the key things you need to know about convertible notes here. Stick around and we'll demystify this financing instrument for you.



What is a convertible note? Defining this unique form of financing


A convertible note is a type of short-term debt financing that converts into equity. In simpler terms, it's a loan that turns into shares of stock. When a startup raises money from investors through convertible notes, the investors are lending money with the opportunity to own part of the business later on.

How does it work? Investors lend the startup money with the agreement that the principal and interest will be repaid at a later date, typically within 3 to 5 years. However, instead of repaying the money, the startup can convert the debt into shares of stock at a conversion discount. This means investors get equity at a lower price than new investors. For startups, convertible notes are appealing because they delay establishing a company valuation.

For investors, convertible notes are attractive for several reasons:

•Upside potential: If the startup does well, the equity you receive could be worth substantially more than your original investment.

•Downside protection: If the startup folds, you still have the legal right to be repaid your principal plus interest.

•Faster and cheaper: Convertible notes typically have simpler legal documents and lower transaction costs versus a priced equity round.

While convertible notes provide flexibility, there are some potential downsides to consider regarding dilution, lack of transparency, and mismatched incentives. But for early-stage startups and investors, convertible notes can be an efficient way to finance growth and share in future success.


The pros and cons of using convertible notes


Convertible notes offer some useful advantages, but also come with potential downsides you should be aware of.

On the plus side, convertible notes are flexible. They give startups a way to raise capital without determining a valuation upfront. The conversion terms can be negotiated when the company is in a better position. Convertible notes also typically have lower transaction costs than equity financings since they don’t require a valuation.

However, there are a few cons to consider:

  • Dilution: When the notes convert to equity, founders and existing shareholders will be diluted. The investors who put in the convertible notes will get equity in the company.

  • Interest accrual: Convertible notes often accrue interest, so the amount of equity the investors receive will increase over time. This can further dilute founders and shareholders.

  • Lack of transparency: With convertible notes, founders and investors don’t know the exact amount of equity that will be allocated to the investors until the notes actually convert. This can create uncertainty.

  • Default risk: If a startup struggles and cannot pay back the notes or negotiate a conversion, the investors may lose their money. This is a risk for both startups and investors.

Overall, convertible notes can be useful for early-stage startups looking for flexible funding options. However, founders and investors should go in with their eyes open to the potential downsides like dilution, interest costs, and uncertainty. With the right terms and communications, convertible notes can benefit both startups and investors, but they are not without risks.


Convertible Note FAQs: Answering Common Questions About Convertible Notes


You probably have a few questions about convertible notes. Here are some of the most common FAQs:


What exactly is a convertible note?

A convertible note is a loan that converts into equity—typically shares of preferred stock—in a company. Investors loan money to a startup, and instead of the startup paying interest on the loan, the investors get the option to convert the loan into shares of stock in the company.


Why do startups use convertible notes?

Convertible notes are popular with startups because they’re faster and simpler than equity financing. Startups can raise money quickly without determining a valuation or dealing with the complexity of preferred stock. The conversion terms are negotiated later, often at the next equity round of funding.


What are the main advantages of convertible notes for investors?

For investors, convertible notes provide the opportunity to invest in a startup at an early stage, with the possibility of gaining equity at a discount. If the startup is successful, the notes can convert into equity at a lower valuation, allowing investors to get more shares of preferred stock. Convertible notes also typically earn interest, providing the investor some return even if the notes don’t convert into equity.


What are the main disadvantages of convertible notes?

The main disadvantage for investors is the risk that the convertible notes don’t convert into equity, in which case the investor is left with just the principal and any earned interest. For startups, a disadvantage is that convertible notes accrue interest and may convert into equity at a discount, which can be expensive if the startup is successful. Convertible notes also add complexity to subsequent equity financing rounds.

Does this help explain what convertible notes are and answer some of your most pressing questions? Let us know if you have any other questions! If you want further or more personalized assistance, contact us.

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