Seed Stage - Structuring Convertible Note With Cap


I am looking to raise roughly 30k for product development-marketing in the launch of a tech startup. I will be raising the money primarily from people I know with a few contacts that I don't. They have already expressed interest in contributing and I am wondering how to structure the initial issuance of notes as there will be another round of notes issued after the product is developed and we begin gather clients. Based on projections it goes something like this:

-Raise 30k - what should the terms be? What should the cap be set at?

-Raise 75-200k (pre-series A) Same questions

Should the terms be consistent for the 2 rounds of note investments, is the first round of notes issued affected in any way by the second, larger round or are they still deferred to the series A?

Startup Costs Investment Seed Funding Convertible Note

asked Jul 7 '11 at 14:45
Eric Littleton
107 points

1 Answer


If you know that you're doing a larger round soon, then try doing no cap, but with an aggressive discount rate. We had good success with these, and it sets the scene clearly.

$30k @ 15% interest & 30% discount, then

$75-200k @ 12% interest & 20% discount

Getting into caps at this stage my really mess you over - you have no idea what your Series A valuation will be, and a cap that's too low could throw a big wrench in your deal.

answered Jul 12 '11 at 03:01
Joseph Fung
1,542 points

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Startup Costs Investment Seed Funding Convertible Note