Free Convertible Note Calculator
Calculate how your convertible note converts to equity. Factor in interest accrual, valuation caps, and discounts to see your shares at conversion.
Convertible Note Terms
Time Held
12.0 months
Priced Round Details
Enter convertible note terms and priced round details
How to Use the Convertible Note Calculator
Enter Note Investment Details
Input the principal investment amount and the annual interest rate (typically 4-8%). Also specify how long the note has been outstanding to calculate accrued interest.
Set Valuation Cap and Discount
Enter the valuation cap (maximum conversion valuation) and discount rate (typically 15-25%). The note will convert at whichever gives the investor more shares.
Input Priced Round Details
Enter the upcoming priced round valuation and share price. This allows the calculator to determine how the note converts based on cap vs. discount.
Review Conversion Results
See the total amount converting (principal plus interest), shares received, effective price per share, and ownership percentage. Compare cap vs. discount outcomes.
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Understanding Convertible Notes
Convertible notes are a hybrid between debt and equity, commonly used for seed-stage funding. They offer a middle ground - simpler than a priced round but with more investor protections than a SAFE.
Key Note Terms
- Principal: The original investment amount
- Interest Rate: Annual rate that accrues on the principal (typically 4-8%)
- Maturity Date: Deadline when the note must convert or be repaid
- Qualified Financing: The minimum raise amount that triggers automatic conversion
Frequently Asked Questions
What is a convertible note?
A convertible note is a form of short-term debt that converts to equity at a future financing round. Unlike SAFEs, convertible notes accrue interest and have a maturity date. They were the primary early-stage funding instrument before SAFEs became popular.
How does interest work on convertible notes?
Convertible notes typically accrue simple interest (usually 4-8% annually) that adds to the principal when converting. If you invest $100K at 6% for 1 year, $106K converts to equity. This interest compensates for the time value of money.
What is the difference between a convertible note and a SAFE?
Convertible notes are debt with interest and maturity dates. SAFEs are not debt - they have no interest or maturity. If a SAFE company fails, note holders are creditors; SAFE holders are not. SAFEs are simpler but notes offer more investor protection.
What happens at the maturity date?
If no qualifying financing occurs by maturity, the company must either: (1) repay the principal plus interest, (2) negotiate an extension, or (3) convert at pre-agreed terms. Most notes include automatic conversion provisions.
How do cap and discount work together?
Like SAFEs, convertible notes convert at the better of the cap or discount. The cap sets a maximum valuation for conversion. The discount (typically 15-25%) is applied to the priced round price. Investors get whichever gives more shares.
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