Debt Financing

Convertible Note Generator

Generate a professional convertible promissory note for seed-stage financing. Customize interest rate, maturity, valuation cap, discount rate, and conversion mechanics with real-time preview.

Convertible Promissory Note Generator

I built this convertible note generator to help founders raise seed capital with a proper debt instrument that converts into equity at a future priced round. Convertible notes remain one of the most popular seed financing instruments alongside SAFEs, particularly when investors want the additional protections that come with a debt instrument — including a maturity date, interest accrual, and creditor priority in bankruptcy.

This generator produces a comprehensive convertible promissory note that covers the key economic terms (principal, interest rate, maturity), conversion mechanics (valuation cap, discount rate, qualified financing threshold), and protective provisions (events of default, subordination, most favored nation). The document follows the structure commonly used by seed-stage startups raising between $100K and $2M from angel investors and small funds.

Every field updates the live preview instantly, so you can see exactly how your choices affect the final document. The conversion price calculation automatically adjusts based on whether you select a valuation cap, discount rate, both, or neither. Optional sections like pro-rata rights, information rights, board observer rights, and most favored nation provisions can be toggled on or off.

Key terms you should understand: the valuation cap sets a maximum company valuation for conversion purposes, protecting investors if the company's value skyrockets before the next round. The discount rate gives the note holder a percentage reduction off the price paid by new investors. When both are present, the note converts at whichever method yields more shares for the investor.

Have me draft it instead

Flat fees, confirmed in writing before I start any work. I am Sergei Tokmakov, a California attorney, California Bar #279869, and you work with me directly rather than with a document service.

$750

Create or Redline Existing Contract

I draft the convertible note around your actual deal, or redline the draft you built here. Includes written comments on the clauses that shift risk and up to three rounds of revisions by email.

Request this package: $750
$1,200

Complex or Enterprise Contract

For longer agreements, several related documents, enterprise procurement redlines, or a counterparty whose counsel is already marking up the draft.

Request this package: $1,200
$240

Written Attorney Consultation

Send your question, a short factual summary, and the key documents. You get a written attorney response identifying the main issues, the risks, and the practical next steps.

Request this package: $240

Every engagement starts with a conflict check and a written confirmation of scope. Overflow beyond the flat fee is billed at $300 per hour by invoice, and I tell you before that happens.

Ready to hand this convertible note to an attorney?

Send me the draft you generated here plus the deal context, and I will tell you what has to change before anyone signs it. I reply to intake email within one business day.

Sergei Tokmakov, Esq. | California Bar #279869 | owner@terms.law

This generator and this page provide general information, not legal advice, and do not create an attorney-client relationship. A generated document is a starting draft, not a document prepared for your specific facts. Each engagement requires a conflict check and written confirmation of scope. I am licensed in California.