Everything You Ever Wanted To Know About Convertible Note Seed Financings

I once dealt with a sophisticated investor, though with no experience in tech investments. The idea of a convertible note was foreign to him and thus unacceptable. He wanted to own preferred shares right away, but I wanted to avoid lengthy and costly negotiations and giving away control at that point.<p>We then discussed a middle ground between the two: the investor gets common stocks without any special rights except anti-dilution and an option to convert them to preferred at the time of the series A round. This way we could achieve many of the benefits of a convertible note, such as reduced legal costs and the ability to close faster. Eventually we didn't close that deal, but it seems that it could have been an interesting middle ground.<p>Has anyone ever done something like that? Is it common? I'm interested to know how it turned out and if you'd do it again.

"In addition, the issuance of shares of common stock creates three potential problems. First, the founders risk substantial dilution because it is often difficult for the founders and the investors to agree on a valuation for the startup and, accordingly, to agree on the percentage ownership the investor will receive."<p>Isn't determining the cap of the convertible note equivalent to negotiating the valuation when issuing stocks? The dilution won't occur until the conversion, but it will occur eventually and at the ratio that was determined at the time of issuing the note. I think the above applies to uncapped notes, but I don't believe those are very common.

I'm very curious as to what happens when things go south with your company &#38; you've got a Convertible Note that has not yet been converted.

I just had a conversation with a lawyer about this last week. We haven't gotten a quote, but it looks like it's going to cost a little more than $1000 for a template that I can use with different investors.<p>Reading this article, the one thing that was new to me was the purchase agreement. Does anyone have any experience with this, in connection with a convertible note?