Often when people are starting a new company, they have trouble coming up with a valuation for that company. When they go to sell stock, they may want a valuation that is much higher than what investors are willing to pay. The solution for that is a convertible note, where somebody invests the money as a promissory note and then when you raise your money, they convert their note into stock usually at a discount of anywhere from 10%-50%. It all depends upon how much risk the original investors took. Convertible notes work in terms of not having to set a valuation. They’re tougher later on because when you go to raise your money, you’re going to hand out stock at a lower valuation. And if your valuation when you’re going to raise your money isn’t high enough, you can really get diluted early on in the formation of your company.
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