WHAT IS A CONVERTIBLE NOTE: How It Works, Roles, Advantages & Examples


Ever consider getting a loan for your business venture with a convertible note? You won’t have to go through the effort of securing a traditional business loan. Do you realize that a convertible note gives you additional leverage in business negotiations? If you’re interested in learning more about the convertible note and the ways in which you might profit from the services, keep reading. You might also grab a snack pack for simple comprehension and a good laugh because here, we will discuss what convertible notes are, how they function, and the benefits and risks of investing in them.

What Is a Convertible Note? 

Convertible notes are a form of debt financing with the option to transform into equity. It is a hybrid security that combines loan and equity features. Startups and early-stage businesses frequently use convertible notes to raise cash. They appeal to investors because they provide the possibility of larger returns than conventional debt instruments and the chance to share in the company’s future growth. In order for convertible notes to function, the investor must loan money to the business in return for a note. The note normally has a maturity date, after which the investor is required to repay the principal sum plus interest. At any moment prior to the note’s maturity, the investor also has the choice to convert the note into equity.

The conversion price is often determined to be less than the fair market value of the company’s equity at the time of conversion. Given that they will receive more shares than if they merely held the note until maturity, this encourages the investor to convert the note into stock.

On a convertible note, the following parties play the following roles:

  • The business issuing the note is the issuer.
  • The party issuing the loan to the business and receiving the note is the investor.
  • The note’s conditions are under the control of the trustee, an impartial third party.

Investors can benefit from convertible notes in the following ways:

  • Possibility for greater profits compared to conventional debt products.
  • Being able to change the note at any moment into equity.

Convertible notes have several benefits for businesses, including:

  • Being capable of obtaining financing without excessive equity sacrifice.
  • The choice to postpone interest payments till the business is successful.

Airbnb, Uber, and Slack are a few examples of companies that have used convertible notes.

What Is a Convertible Note Investment? 

Seed investors utilize a convertible note as a tool to invest in start-up companies whose valuation is still undetermined. It is a start-up investment with short-term debt that isn’t yet ready for evaluation. A Convertible Note is converted to stock once the company has been appraised.

At the conclusion of round A financings, the principal amount of the note and any accumulated interest will convert into shares of the designated stock. As a result, a convertible note will be simpler to issue and will have lower upfront legal costs for the company. 

Convertible Note Investments Perks.

The benefits of a convertible note are numerous. Many start-up businesses use them for fundraising for the following reasons.

Documentation ease: From a legal perspective, investments in convertible notes are easier to document. Closing the rounds is simpler, and they are not expensive. In essence, the more complex issues are postponed until the equity closing, when numerous corporate documents will need to be revised.

The business can postpone its own valuation: The corporation will be able to delay assigning a value to itself thanks to convertible notes. This feature is excellent for startups that haven’t had time to establish their products or revenues. They will be able to postpone this choice thanks to the convertible note.

Convertible notes are a simple way for companies to raise huge sums of money between investment rounds. The notes make it easy to navigate the techniques and raise significant sums of money while delaying the valuation decision. If you must use a convertible note, ensure that you comprehend both sides of the coin. Consider what might happen in the following scenarios: If all goes well, your investment and interest will be converted into equity shares. On the other hand, your convertible note investment could go horribly wrong, and you won’t be able to obtain enough equity.

What Is a Convertible Note in Venture Capital? 

Convertible notes are debt or loans issued by a venture capital firm to startups. These funds are typically supplied in return for stock shares in the company, implying that you are investing in that company over time. However, because this is a loan, you must repay it within the specified time frame or as soon as possible after receiving the funds from the venture capital organization. We shall look at Convertible Notes and Venture Capital in more detail below.

Convertible notes are used to raise cash for startups and small businesses. It is a contract between a firm and an investor that specifies the terms of a loan or line of credit. These notes are frequently utilized when a firm requires funds to fund its operations but has yet to demonstrate sufficient success to attract venture capital (VC) funding. If the company reaches specified milestones, a convertible note can be converted into equity at some point in the future. This makes it appealing to investors and entrepreneurs since it allows for valuation and exit strategy flexibility. Convertible notes are comparable to equity investments in that they provide investors with a portion of the company in which they invest. However, unlike convertible notes, equity investments typically include voting rights and more involved due diligence processes.

Equity investors also have more say over how their money is spent than convertible note holders. Venture capital is one of the most common types of startup financing. While venture capital offers many advantages, it also has drawbacks and disadvantages. One of the most important considerations for a company when working with venture capitalists is the amount of stock they will receive in exchange for the investment. A convertible note is a financial instrument that venture capitalists issue to entrepreneurs in exchange for funding. 

Convertible Note Example 

A convertible note is a type of short-term debt that converts to equity, typically in conjunction with a future financing round; in effect, the investor is lending money to a startup, and instead of receiving a return in the form of principal plus interest, the investor receives equity in the company. The fundamental benefit of issuing convertible notes is that it does not compel the issuer and investors to decide the worth of the firm when there may not be much to base a price on – in certain situations, the company may be nothing more than an idea. That valuation is normally set during the Series A fundraising when there are more data points to work with.

Assume a company funded its seed round by issuing a convertible note with no valuation cap but a 20% discount to the Series A round. The pre-money valuation at which the Series A round was raised is unimportant in this exercise; only the price per share is. Let’s pretend it’s $10 once more. Applying the 20% reduction to that price per share results in a discounted price per share of $8 for the holder of the convertible note. If an investor spent $10,000 on the convertible note, he or she would obtain 1,250 Series A shares. Subsequently, a Series A investor’s $10,000 investment would only buy 1,000 Series A shares.

Traditional lending may be difficult to obtain for a startup. Traditional lending frequently has terms that are difficult for fledgling firms to meet. It may be required to demonstrate its ability to repay the loan, have a certain business credit score, or have been in business for a given period of time. The company promises to deliver equity or payback for monies provided by an investor via a promissory note with a convertible note.

Convertible Note vs Safe

A SAFE is a legal arrangement that allows the investor to buy shares in the future. A convertible note, on the other hand, is a financial instrument (or loan) that changes into equity at a later date. SAFEs and convertible notes are alternatives to equity financing that allow seed and pre-seed firms to raise funds without the need for a valuation. They also delay the sale of shares, which implies that company founders maintain decision-making power until later in the process. At the moment of the arrangement, SAFEs and convertible notes are not equity. However, after a trigger event occurs or the maturity date for a convertible note has passed, the investor can convert the agreement into equity using the value cap or discount rate terms – whatever provides note holders with the most benefit. 

SAFE agreements and convertible notes are both helpful tools for seed funding. However, the merits and cons of each agreement differ due to the way they are structured. 

When Should You Use a SAFE vs. a Convertible Note?

SAFEs and convertible notes are both designed to convert into stock at a later date, and they’re ideal for nascent firms that need to raise capital but aren’t ready for a valuation. Consider the following significant distinctions between the two types of investments to help you decide the best

SAFEs are less complicated than convertible notes. For example, SAFE offer a single particular trigger event, whereas convertible notes offer numerous possible conversion periods. 

SAFEs necessitate less legal intervention. SAFE agreement documentation is accessible for free on the Y Combinator website. A convertible note often takes more time to issue.

SAFEs provide greater flexibility to startups. Because SAFEs do not have a maturity date, companies have more time to meet goals and objectives before the agreement transforms. 

Convertible notes are more familiar to many investors. Convertible notes have been around for a longer time and are more familiar to investors.

In general, SAFE agreements are considered more founder-friendly because they give more flexibility and do not carry interest. Because the maturity date imposes greater limits on founders, convertible notes are more investor-friendly. 

What Is a Convertible Note? 

A convertible bond, convertible note, or convertible debt is a type of bond that the holder can convert into a specific number of shares of the issuing company’s common stock or cash of equivalent value. It is a hybrid security featuring debt and equity characteristics.

What Is the Purpose of a Convertible Note? 

A convertible note is a type of short-term debt that converts to equity, typically in conjunction with a future financing round; in effect, the investor is lending money to a startup, and instead of receiving a return in the form of principal plus interest, the investor receives equity in the company.

Do You Have to Pay Back Convertible Notes? 

Convertible notes, like any other type of debt, require repayment of the principal as well as interest. A startup would never repay a convertible note in cash in an ideal world. However, if the maturity date falls before the Series A financing, investors have the option of demanding their money back.

Can You Cash Out a Convertible Note? 

Convertible notes are much like any other type of debt in that you must repay the principal plus interest. In an ideal world, a startup would never repay a convertible debt in cash. If the maturity date falls before the Series A financing, investors can choose to demand their money back.

What Are the Negatives of Convertible Note? 

The following are only a few of the drawbacks of using convertible notes as a funding technique. If they do not convert, the notes will become payable. If the note holders are unwilling to bargain and the firm lacks the funds to pay down the notes, the startup may fail.

What Happens if You Don’t Convert a Convertible Note? 

Convertible debt typically matures between 12 and 24 months. If the notes did not convert into shares, the investors get reimbursed their note investment plus interest at this point. Otherwise, the investor can keep their shares and cash them out later.

What Are the Benefits of a Convertible Note vs Equity? 

Choosing between convertible notes and equity funding

Convertible notes are often less expensive than equity financing and may provide better conditions to early investors. Equity funding can provide more rapid cash flow and may give the founders more influence.

What Happens When a Convertible Note Matures?

When a convertible note matures, it will either convert and the investor will obtain stock in the company, or it will not convert and the principal and interest will be payable as debt.


A convertible note is unquestionably a significant resource for a business owner. Such a note has the ability to offer fledgling enterprises much-needed finance during their early phases of development while avoiding onerous limitations. A convertible note also allows for revisions in response to changing circumstances and is appealing because it requires little initial expenditure aside from legal and accountancy fees.

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