What Are "Convertible Notes" in Investing?

Discover the ins and outs of convertible notes in investing with our comprehensive guide.

Posted May 21, 2023

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If you're looking for innovative ways to invest your money, you may have come across the term "convertible note". But what exactly are they and how do they work? In this guide, we will explore the ins and outs of investing in convertible notes, from understanding their basics to evaluating company offerings, and everything in between.

Understanding the Basics of Convertible Notes

A convertible note is a type of debt security that can be converted into equity. In simple terms, it allows investors to lend money to a startup in exchange for the option to convert that debt into shares of the company at a later date. This provides startups with an alternative to traditional equity financing, which can be costly and dilute ownership among existing shareholders.

Convertible notes typically have a maturity date, at which point they must be repaid or converted into equity. They also include a conversion price, which determines the number of shares an investor will receive upon conversion. The conversion price is usually based on a discount to the company's valuation at the time of the next equity financing round.

One advantage of convertible notes is that they can be a quicker and simpler way for startups to raise capital compared to traditional equity financing. This is because convertible notes do not require the same level of legal and financial documentation as equity financing rounds. Additionally, convertible notes can provide startups with more flexibility in terms of when they raise equity financing, as they can delay the equity financing round until they have achieved certain milestones or reached a higher valuation.

However, there are also some potential drawbacks to using convertible notes. One risk is that if the startup fails to raise an equity financing round before the maturity date of the convertible note, the investor may demand repayment of the debt, which could put the startup under financial strain. Additionally, the conversion price of the note may be set too low, which could result in significant dilution of ownership for existing shareholders when the note is converted into equity.

The Advantages and Disadvantages of Investing in Convertible Notes

As with any investment, convertible notes come with their own set of advantages and disadvantages. One of the key advantages is that they offer a lower initial investment compared to equity financing. They also offer flexibility in terms of when the investor can convert their debt into equity, allowing them to wait until the company has gained more traction and its valuation has increased.

On the downside, convertible notes can be riskier than traditional debt investments because they are unsecured and subordinate to other forms of debt. Investors also run the risk of losing their entire investment if the startup fails to reach a valuation that allows for successful conversion to equity. In addition, the valuation cap and discount rate of the notes can be complicated, making it difficult for investors to fully understand their potential returns.

How Does a Convertible Note Work?

When an investor agrees to purchase a convertible note, they are essentially lending money to the startup with the option to convert that debt into equity at a later time. The investor provides the funds to the startup and receives a promissory note outlining the terms of the loan, including the interest rate, maturity date, and conversion price.

If the startup decides to raise additional equity funding, the investor has the option to convert their debt into shares of the company at a discounted price. The exact number of shares the investor will receive is determined by the conversion ratio, which is calculated by dividing the principal amount of the loan by the conversion price.

What Are the Different Types of Convertible Notes?

There are several types of convertible notes, each with its own unique features. The most common types are:

  • Standard convertible notes: These are the most basic convertible notes, with a fixed conversion price and no additional terms or conditions.
  • Capped convertible notes: These notes include a valuation cap, which limits the maximum valuation at which the note can convert into equity. This protects investors from dilution in case the startup's valuation skyrockets after the issuance of the note.
  • Discounted convertible notes: These notes have a conversion price that is calculated at a discount to the valuation of the company's next equity financing round.
  • Convertible equity: This is a hybrid structure that combines the features of equity financing and convertible debt. It provides investors with an equity stake in the company at the time of investment, while allowing for the investment to convert to equity at a later date.

Why Do Startups Prefer to Issue Convertible Notes Instead of Equity?

Startups often prefer to issue convertible notes because they offer a number of advantages over traditional equity financing. For one, convertible notes require less due diligence and can be issued more quickly than equity shares. This can be especially important for early-stage startups that need to quickly raise funds to finance their growth.

Convertible notes also allow startups to defer the valuation of their company until a later time when they have more established business metrics. This can be beneficial if the company is unsure of its true value or if it is in the midst of pivoting its business model.

How to Evaluate a Company's Convertible Note Offering

Investors should be diligent in evaluating a company's convertible note offering before investing. This includes reviewing the company's financials, management team, and product or service offering. It's also important to review the terms of the offering, including the interest rate, maturity date, and conversion price.

Investors should also be aware of any additional terms and conditions of the offering, such as a valuation cap or specific milestones that could trigger conversion to equity. By carefully considering these factors, investors can make an informed decision about whether or not to invest.

Risks Associated with Investing in Convertible Notes

As with any investment, there are risks associated with investing in convertible notes. For one, the startup may not be successful in raising subsequent equity financing, making the conversion of the note into equity unlikely. Additionally, the note may have a low conversion discount or lack a valuation cap, resulting in a less favorable conversion price for the investor.

Investors should also be aware of the potential for fraud or misrepresentation by the startup. It's important to conduct thorough due diligence and seek the advice of legal and financial professionals before investing.

Tax Implications of Investing in Convertible Notes

Investing in convertible notes can have complex tax implications, with different rules for interest payments and conversion to equity. In general, interest payments on convertible notes are taxed as ordinary income, while capital gains taxes may apply when the notes are converted to equity.

Investors should consult with a tax professional to fully understand the tax implications of investing in convertible notes.

Strategies for Mitigating Risk When Investing in Convertible Notes

While there is no surefire way to eliminate all investment risk associated with convertible notes, there are strategies investors can use to mitigate that risk. One option is to invest in a diversified portfolio of notes, spreading risk across multiple companies and industries.

Investors can also look for notes with favorable terms, such as a low conversion price, favorable discount rate, or a valuation cap. Engaging in thorough due diligence and seeking the advice of legal and financial professionals can also help investors make informed investment decisions.

Key Factors to Consider Before Investing in a Convertible Note Offering

Before investing in a convertible note offering, investors should consider the following factors:

  • The startup's management team and business model
  • Financial projections and available funds
  • The terms of the note, including interest rate, maturity date, conversion price, and any additional terms
  • Any potential regulatory or legal risks associated with the investment

By carefully evaluating these factors, investors can make informed investment decisions that align with their investment goals and risk tolerance.

Comparing Convertible Notes to Other Investment Options: Which is Better?

Convertible notes are just one of many investment options available to investors, and the best choice will depend on the investor's specific goals and circumstances. Equity financing may be more appropriate for companies that are more established and have a more defined valuation, while debt financing may be better for companies with more predictable cash flows.

Convertible notes can be a good option for investors looking for higher potential returns and a more flexible investment structure. However, they may also carry greater risks, such as the potential for loss of capital.

Examples of Successful Companies that Used Convertible Notes to Raise Capital

Many successful companies have used convertible notes to raise capital, including Uber, Airbnb, and Dropbox. By using convertible notes, these companies were able to quickly raise funds while deferring issues of valuation and dilution until a later date.

However, it's important to note that not all convertible note offerings are successful, and investors should be vigilant in evaluating each offering before investing.

How to Invest in a Startup Using Convertible Notes

Investing in startups using convertible notes can be done through a variety of platforms and investment vehicles, such as crowdfunding platforms, angel investor networks, and venture capital firms. Investors should research different investment options and choose one that aligns with their investment goals and risk tolerance.

Before making an investment, it's important to conduct thorough due diligence and seek the advice of legal and financial professionals to ensure that the investment aligns with your investment objectives and risk tolerance.


Convertible notes can be a powerful tool for investors and startups alike. They offer a flexible investment structure that can benefit both parties in a variety of ways. However, they also carry their own set of risks and complexities that investors should be aware of before investing.

By following the guidelines outlined in this guide, investors can evaluate convertible note offerings and make informed investment decisions that align with their financial objectives and risk tolerance.

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