Kentucky Term Sheet - Convertible Debt Financing

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"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."

Kentucky Term Sheet — Convertible Debt Financing, also known as a convertible note, is a widely used financial instrument for startups and early-stage companies to secure funding. It is a type of debt instrument that can convert into equity under certain circumstances. This flexible financing option allows companies to raise capital while delaying the valuation of their company. The Kentucky Term Sheet — Convertible Debt Financing provides a structured format outlining the terms and conditions of the investment. It specifies the key provisions agreed upon by the issuer (the company seeking funding) and the investor. Here are some of the common components found in a Kentucky Term Sheet — Convertible Debt Financing: 1. Principal Amount: This refers to the initial amount of money the company raises through the issuance of convertible debt. 2. Interest Rate: The interest rate determines the rate at which interest accrues on the principal amount. This interest is typically deferred and added to the principal, increasing the conversion value. 3. Maturity Date: The maturity date signifies the point at which the convertible debt must be repaid in full if not converted into equity. This date acts as a deadline for conversion or repayment. 4. Conversion Discount: A conversion discount enables the investor to acquire equity at a lower price per share compared to investors participating in future equity rounds. The discount incentivizes early investors and compensates them for the additional risk associated with investing in the company at an earlier stage. 5. Valuation Cap: A valuation cap places a ceiling on the company's valuation at the time of conversion. It ensures that investors' investment converts into equity at a fair and predefined price, protecting them from potential high valuations in subsequent funding rounds. 6. Conversion Mechanics: This section outlines the process of conversion, including details on the conversion price, conversion events (such as a qualified financing round), and any potential conditions or restrictions. Different types of Kentucky Term Sheet — Convertible Debt Financing may exist, tailored to meet specific company needs or investor preferences. Some variations include: 1. Simple Agreement for Future Equity (SAFE): A SAFE is an alternative to convertible debt, which allows investors to purchase shares in a future equity round, typically at a discount. 2. Callable Convertible Debt: With callable convertible debt, the issuer reserves the right to call back the debt after a specific period or event. This type of debt provides additional flexibility for the company. 3. Convertible Equity: Convertible equity allows for an immediate equity conversion instead of waiting for specific triggering events. This type of financing aligns more with equity investments than traditional convertible debt. In conclusion, the Kentucky Term Sheet — Convertible Debt Financing is a valuable financial tool that enables startups and early-stage companies to raise capital while deferring the valuation of their company. By providing a detailed description of the terms and conditions, it offers a clear understanding of the agreement between the company and the investor.

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FAQ

Although it is customary to forego a term sheet, in some cases it may be required if the parties need to negotiate certain terms. It can be advantageous to use a term sheet for the company to easily summarize the terms of the notes for potential other investors purchasing a convertible note.

The convertible debt that was listed as a non-current liability before the conversion now gets get treated as shareholder's equity.

For tax purposes, the tax basis of the convertible debt is the entire proceeds received at issuance of the debt. Thus, the book and tax bases of the convertible debt are different. ASC 740-10-55-51 addresses whether a deferred tax liability should be recognized for that basis difference.

Conversion to Equity - Accounting for Convertible Debt When the note converts, usually during a new funding round, the liability moves to the equity section of the balance sheet. At this stage, the convertible note is settled, and new equity instruments, typically preferred shares, are issued to the investor.

Typically, the result is that the amount will convert to shares. If the convertible notes convert into shares, the company will need to determine how many shares to issue to the noteholder. To do so, the company will usually divide the loan amount, plus any accrued interest, by a certain share price.

Convertible debt issued at a substantial premium could result in the instrument being treated entirely as an equity instrument for tax purposes, with no tax consequences during its term or upon redemption.

Convertible Notes are loans ? so they are recorded on the Balance Sheet of a company as a liability when they are made. Depending on the debt's maturity date, they can either be shown as a current liability (loans maturing within 12 months) or as a Long-term liability (loans maturing over 12 months).

Convertible debt is a debt hybrid product with an embedded option that allows the holder to convert the debt into equity in the future. The ratio is calculated by dividing the convertible security's par value by the conversion price of equity.

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[ii]. Begin by filling out a Term Sheet. ▫ A term sheet is usually a non ... This term sheet summarizes the principal terms of the convertible note financing ... A line-by-line explanation of a convertible note term sheet to prepare new entrepreneurs to understand and negotiate convertible debt terms ...Nov 6, 2020 — Signing a term sheet for a convertible note is a kind of a no-strings-attached agreement, between a startup and investors. Use US Legal Forms to get a printable Term Sheet - Convertible Debt Financing. Our court-admissible forms are drafted and regularly updated by skilled lawyers. Jun 16, 2016 — However, typically investors will require that the company complete the qualified financing within a shorter time frame (somewhere between ... Nov 10, 2015 — More importantly, make sure you understand the terms in the agreement and have a good lawyer to work with throughout the funding process. Here's ... Conversion: The Notes are convertible the next round of preferred stock issued by the Company in an equity financing in which the Company raises at least $ [ ... FORM SUMMARY. This form is a financing term sheet for convertible notes issued in connection with the seed-stage financing of a start-up company. May 31, 2020 — Convertible Promissory Notes (each a "Note" and together the. "Notes"). The Notes shall be unsecured general obligations of the Company and will ... Nov 21, 2022 — Within 30 days after execution of each Sublicense, Licensee will furnish Licensor a complete copy of the Sublicense and any amendments to the ...

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Kentucky Term Sheet - Convertible Debt Financing