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If a startup fails, the convertible note notes form for startup dictates that the investors may lose their investment. In most cases, convertible notes are treated as debt, and if the company goes bankrupt, investors might only recoup a fraction of their funds, if any. It is crucial for investors to understand these risks upfront. Not achieving success can leave investors in a precarious situation, underscoring the importance of thorough evaluations before investment.
Here's an example: You sell $1m in convertible notes to an investor with a valuation cap of $10m, and a 30% discount rate. After 18 months, your startup gets a pre-money valuation of $20m, at $20 per share, during a Series A funding.
What Is Convertible Debt? Convertible debt (sometimes called a convertible note) is an investment option used by early-stage investors, like venture capitalists and angel investors, to provide funds to a startup while delaying the valuation of said startup until a later date.
If a company raises money on a note and the company fails, the investors are creditors, getting money back prior to any shareholder and any creditor that doesn't have security or statutory preference. In almost every case, convertible note holders in these situations would be lucky to get pennies back on the dollar.
With convertible debt, a business borrows money from a lender or investor where both parties enter the agreement with the intent (from the outset) to repay all (or part) of the loan by converting it into a certain number of its preferred or common shares at some point in the future.
The valuation is usually determined during the Series A financing when more data are available to base a valuation. The main purpose of investing in convertible notes is not about receiving a large monetary return. However, the notes do earn investors' interest in the 2 to 8 percent range.