Colorado Term Sheet - Convertible Debt Financing

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Multi-State
Control #:
US-ENTREP-0020-3
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Word; 
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Description

"Under SEC law, a company that offers its own securities must register these investments with the SEC before it can sell them unless it meets an exception. One of those exceptions is selling unregistered investments to accredited investors.
To become an accredited investor the (SEC) requires certain wealth, income or knowledge requirements. The investor must fall into one of three categories. Firms selling unregistered securities must put investors through their own screening process to determine if investors can be considered an accredited investor.
The Verifying Individual or Entity should take reasonable steps to verify and determined that an Investor is an "accredited investor" as such term is defined in Rule 501 of the Securities Act, and hereby provides written confirmation. This letter serves to help the Entity determine status."
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FAQ

A term sheet is usually a non-binding agreement outlining the basic terms and conditions of the investment. It serves as a template for the convertible note for both parties.

At its most basic, convertible debt is a loan ? an investor gives your startup money to build the business. But unlike bank loans and credit cards, you don't pay back the loan with more money.

A convertible note should be classified as a Long Term Liability that then converts to Equity as stipulated from the contract (usually a new fundraising round).

A primary disadvantage of convertible bonds is their liquidity risk. In theory, when a stock declines, the associated convertible bond will decline less, because it is protected by its value as a fixed-income instrument. However, CBs can decline in value more than stocks due to their liquidity risk.

Convertible bonds offer lower interest rates than comparable conventional bonds, so they're a cost-effective way for the company to raise money. Their conversion to shares also saves the company cash, although it risks diluting the share price.

A venture capital (VC) term sheet is a statement of the proposed terms and conditions for a proposed investment. Most of the terms are non-binding, except for certain confidentiality and exclusivity rights. Founders who receive a term sheet need to understand, from a legal perspective, how to manage the process.

Advantages of convertible notes Allow for fundraising before company valuation. Founders don't have to give up equity at early stages. Compared to equity, they're safer for investors because they're debt instruments.

Typical terms of convertible notes are: interest rate, maturity date, conversion provisions, a conversion discount, and a valuation cap.

What is a Term Sheet? A term sheet is a nonbinding bullet-point document that outlines the material terms and conditions of a potential business agreement. The purpose of a term sheet is to outline the terms upon which the venture debt provider is willing to make the investment.

Share. Convertible debt definition. 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.

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Colorado Term Sheet - Convertible Debt Financing