Convertible Note Calculator

Model cap and discount conversion so you know the dilution before you sign.

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Convertible Note Calculator

Enter the investment, cap, discount and next round terms.

Shares received
β€”
Enter values above
Conversion price
β€”
Effective discount vs round price
β€”
Ownership after conversion
β€”
Value at the round price
β€”
Cap price per share
β€”

Worked example

With the default inputs shown below, this calculator returns the following results:

InputValue
Investment amount ($)250000
Valuation cap ($)5000000
Discount rate (%)20
Next round price per share ($)4
Shares outstanding before conversion2000000
ResultValue
Shares received100,000
Conversion price$2.50
Effective discount vs round price37.50%
Ownership after conversion4.76%
Value at the round price$400,000
Cap price per share$2.50

Values shown are produced by this page in your browser; change any input to update them.

How to use the Convertible Note Calculator

  1. Investment amount ($) β€” default 250000
  2. Valuation cap ($) β€” default 5000000
  3. Discount rate (%) β€” default 20
  4. Next round price per share ($) β€” default 4
  5. Shares outstanding before conversion β€” default 2000000
  6. Press Calculate to update the results instantly.

Frequently asked questions

Whichever gives the investor the lower price per share. That is why this calculator takes the minimum of the cap price and the discounted round price.
A post-money cap includes the money raised by the notes themselves, so it dilutes founders less than the older pre-money style. Always check which one the note uses.
On a qualified financing above a threshold, at maturity, or at a change of control. If no priced round happens, the note usually converts or is repaid at maturity.

Sources & references