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Venture Financing

Convertible Note

An early-stage loan designed to convert into equity

What it is

A convertible note is an early-stage loan that is designed to convert into equity instead of being repaid in cash. The investor lends money that later turns into shares at the next priced round, usually with a discount and/or a valuation cap as a reward for investing early. Unlike a SAFE, it is actual debt, so it carries interest and a maturity date.

Why it matters

It was the original "invest now, price later" instrument before SAFEs and is still common. The debt features (interest, maturity) create real obligations and edge cases a SAFE avoids, which is why founders should know the difference.

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