Understanding the Key Terms Peter Papagianakis e: - PowerPoint PPT Presentation

Feb 17, 2023 •334 likes •423 views

CONVERTIBLE NOTES: Understanding the Key Terms Peter Papagianakis e: pp@BLawFirm.com web: www.BLawFirm.com Business Law Firm LLC 22 Jericho Turnpike; Suite 100-East 1375 Broadway (37 St.); Suite 300 New York, NY 10018

CONVERTIBLE NOTES: ¡ ¡ ¡ Understanding the Key Terms ¡ Peter Papagianakis e: pp@BLawFirm.com web: www.BLawFirm.com Business Law Firm LLC 22 Jericho Turnpike; Suite 100-East 1375 Broadway (37 St.); Suite 300 New York, NY 10018 Mineola, NY 11501 Legal Strategies and Solutions t: 516-280-8600 t: 646-862-1210 to Protect and Grow Businesses sm f: 516-740-0761 f: 646-292-5121
CONVERTIBLE NOTES: Understanding the Key Terms Peter Papagianakis Business Law Firm LLC www.BLawFirm.com I. Background Basics II. Benefits of Convertible Note vs Equity III. Key Terms IV. Ancillary Documents V. Basic Securities Laws Iss ues
CONVERTIBLE NOTES: Understanding the Key Terms Peter Papagianakis Business Law Firm LLC www.BLawFirm.com I. Background Basics • Promissory note = obligation to pay loan unless it “ converts ’’ √ generally when Series A financing occurs ( “ bridge ” between seed stage and Series A) • Angels (or certain F&F)
CONVERTIBLE NOTES: Understanding the Key Terms Peter Papagianakis Business Law Firm LLC www.BLawFirm.com II. Benefits of Convertible Note vs. Equity • Avoid valuation ( but see “ Cap on valuation ” ) • Avoid dilution ( but see “ Capitalization table ’’ ) • Quicker funding because less documentation/ negotiations/attorney fees ( but see “ Seed Equity Documents ’’ )
CONVERTIBLE NOTES: Understanding the Key Terms Peter Papagianakis Business Law Firm LLC www.BLawFirm.com III. Key Terms • Principal amount • Interest rate • Maturity date • Conversion* • Conversion discount* • Cap on valuation* • Payoff upon pre-conversion exit/sale of company • Unsecured (vs. secured)
CONVERTIBLE NOTES: Understanding the Key Terms Peter Papagianakis Business Law Firm LLC www.BLawFirm.com IV. Ancillary Documents • Note Purchase Agreement • Term Sheet
CONVERTIBLE NOTES: Understanding the Key Terms Peter Papagianakis Business Law Firm LLC www.BLawFirm.com V. Basic Securities Laws Issues • Regulation D • crowd-funding • general solicitation

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