A convertible note is a short-term debt instrument that can be converted into equity in a company. It is commonly used by startups during early-stage funding rounds because it allows them to raise capital without immediately determining a valuation.

Key Features of Convertible Notes

  • Debt with Conversion Option – Investors lend money to a startup, and instead of receiving repayment, they can convert the debt into shares.
  • Valuation Flexibility – The startup does not need to set a valuation at the time of investment.
  • Discount Rate & Valuation Cap – Investors may receive a discount or a cap on the valuation when converting their debt into equity.
  • Interest Accrual – Convertible notes often accrue interest, which is added to the principal amount upon conversion.

How It Works

  1. Investor provides funding to the startup in exchange for a convertible note.
  2. The note accrues interest and has a maturity date (typically 18-24 months).
  3. Conversion into equity happens when a triggering event occurs, such as a future funding round or an acquisition.
  4. Investors may receive benefits like a discount rate or valuation cap when converting their debt into shares.

Would you like to explore how convertible notes compare to other startup funding options?