E-Sign Convertible Note Agreement Template
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Do you have to pay back a convertible note?
A convertible note is debt. It's a loan. The details differ, but usually when someone writes you a convertible note for $100,000, you're expected to pay it back, along with some interest, in 1-2 years. But of course, no one really wants that to happen. That's because of the convertible part of the note.
How does a convertible note work?
A convertible note is a form of short-term debt that converts into equity, typically in conjunction with a future financing round; in effect, the investor would be loaning money to a startup and instead of a return to the form of principal plus interest, the investor would receive equity in the company.
What is a safe convertible note?
A SAFE note is a convertible security that, like an option or warrant, allows the investor to buy shares in a future priced round. Startups may prefer SAFE notes because, unlike convertible notes, they are not debt and therefore do not accrue interest.
What does a convertible note mean?
A convertible note is a form of short-term debt that converts into equity, typically in conjunction with a future financing round; in effect, the investor would be loaning money to a startup and instead of a return to the form of principal plus interest, the investor would receive equity in the company.
Are convertible notes good?
Convertible notes avoid placing a valuation on the startup, which can be useful particularly for seed stage companies which have not had enough operating history to properly set a valuation. Convertible notes are good bridge-capital or infrasound financing options.
What is a convertible loan agreement?
A convertible loan allows an investor to convert a loan it has made to the company into equity, that means shares in the company on pre-agreed terms and usually, but not always, at a discount. Convertible loans are appealing to both companies and also investors.
Is a convertible note a loan?
Essentially, within venture capital financing, a convertible note is a type of short-term debt financing that's used in early-stage capital raises. In other words, convertible notes are loans to early-stage startups from investors who are expecting to be paid back when their note comes due.
How do you account for a convertible debt?
The equity & liability portion for the convertible bonds can be calculated using the Residual Approach. This approach assumes that the value of the equity portion is equal to the difference between the total amount received from the proceeds of the bonds and the present value of future cash flows from the bonds.
How do I value my convertible notes?
The simplest approach is to strip the equity component from the convertible note and treat the value as a sum-of-the-parts. The equity is most commonly valued in straight Black-Scholes option pricing model, and this value is deducted from the convertible note's notional amount to imply the value of the straight-debt.
What is cap discount?
The cap means the company knows the highest value of conversion. The discount means the investor knows there will be at least some recognition of the risk of coming in early, if everything doesn't go as planned, and we all know they often times don't.
Is a higher or lower valuation cap better for you?
It's logical to think that an investor would want to set the valuation cap as low as possible. The lower the cap the potentially larger % of the company their investment will convert into at the next round. The valuation cap is not exactly the same as a valuation.
What is a safe note?
SAFE (simple agreement for future equity) notes are a simpler alternative to convertible notes. A SAFE note is a convertible security that, like an option or warrant, allows the investor to buy shares in a future priced round.
How does a safe cap work?
The Safe Price refers to the valuation cap price. It is defined as: Safe Price means the price per share equal to the Valuation Cap divided by the Company Capitalization. The Valuation Cap is set out at the top of the SAFE.
What is a safe financing?
SAFE is a seed-stage financing tool that provides a lower-cost, speedier alternative to convertible debt financings. SAFE was devised by Y Combinator partner Carolynn Levy, who is also an attorney. The SAFE documents are designed to be short (about 5 pages, which is short for legal documents), and fairly standardized.
What does a valuation cap mean?
The Valuation Cap is the most important term of a convertible note or a SAFE. It entitles investors to equity priced at the lowest of the valuation cap or the pre-money valuation in the subsequent financing. The valuation cap sets the maximum price that your convertible security will convert into equity.
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