Fundraising
Convertible Note
A short-term debt instrument that converts into equity at a future financing round. An early-stage fundraising tool that carries an interest rate and maturity date, unlike a SAFE.
A convertible note is a form of short-term debt that converts into equity — typically preferred stock — at a future priced financing round. It functions as a loan with an interest rate (typically 4–8%) and a maturity date (typically 18–24 months). If the company raises a qualifying round before maturity, the note converts; if not, the note is technically due.
Like SAFEs, convertible notes typically include a valuation cap (protecting investors if the company's valuation rises sharply) and/or a discount rate (giving investors a lower effective price per share than new investors pay). The interest that accrues also converts to equity at the conversion event.
Convertible notes were the standard early-stage instrument before SAFEs emerged. They remain more common in certain sectors (biotech, hardware) and with investors who prefer the debt structure's legal protections.
In Practice
An angel invests $250K in a startup via a convertible note with a $5M valuation cap, 6% interest, and 20% discount, maturing in 24 months. Two years later, the company raises a Series A at a $10M pre-money valuation. The note converts at the lower of: $5M cap price or $10M × 80% (discount) = $8M effective price. The $5M cap wins — the investor converts at $5M valuation, plus 12% accrued interest ($30K) also converts to equity.
Why It Matters
Understanding the economics of convertible note conversion is essential for founders managing their cap table and investors modeling their returns. The interplay between cap, discount, and interest can make a significant difference in ownership at conversion — especially when multiple notes are outstanding at different terms.
VC Beast Take
Convertible notes predated SAFEs and still appear frequently in deals with sophisticated angels and institutional seed investors who want the legal structure of debt. The maturity date is both a discipline mechanism and a potential crisis point — if you haven't raised a priced round before the note matures, you technically owe the money back. Most reasonable investors will extend, but it's a conversation you don't want to have.