Convertible Promissory Note (Debt) Financing in Ohio

Elliott Stapleton Corporation

What is a convertible promissory note?

A convertible promissory note is typically used in the early investment stage of a startup business.  It is a loan which will, upon a predetermined event, convert from debt into stock.

How does a convertible promissory note work?

The process is best explained by an example:

  1. JT Smith likes your startup company and invests $100,000;
  2. Instead of issuing shares directly to JT Smith, you issue a Convertible Promissory Note;
  3. After six months of product development, you secure an additional round of investors for $1,000,000; (making your company’s stock more valuable)
  4. JT Smith, because he has a convertible debt instrument, will automatically convert his debt to stock;
  5. This conversion will likely be at a discounted purchase price (less than the current investors);

The value for the startup is a delay of stock valuation until the second round of investments. For the investor, the value  is the ability to buy a young company’s stock at a discounted purchase price.

There are a variety of structure and tax considerations that must be addressed for this type of transaction. It is important to work with an Ohio Attorney before making any decisions on investment vehicles.

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About the Author

Elliott Stapleton

Elliott is a partner in the firm of Cornetet, Meyer, Rush and Stapleton serving clients throughout Ohio. Elliott's business clients range from small single member companies to large privately-held businesses. CMRS Law provides legal services which include advice on Business Formation and Transactions, Real Estate Transactions, Trademark Law, Copyright Law, Estate Planning, Trust Administration, Probate Administration, and Succession Planning. CMRS Law serves clients at two locations: 123 Boggs Lane, 1st Floor, Cincinnati, Ohio 45246 and 2101 Grandin Road, Suite A, Cincinnati, OH 45208