Convertible Note & SAFE Calculator

Best Conversion Terms

Conversion Price:$1/share
Shares Issued:500,000
Ownership:4.76%

Investment Terms

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Current Cap Table

Conversion Scenarios

At Valuation Cap

Conversion Price:$1
Shares Issued:500,000
Ownership %:4.76%
Effective Valuation:$10,000,000

With Discount

Conversion Price:$2
Shares Issued:312,500
Ownership %:3.03%
Effective Valuation:$16,000,000

Most Favorable

Conversion Price:$1
Shares Issued:500,000
Ownership %:4.76%
Effective Valuation:$10,000,000
MOST FAVORABLE

Next Round Details

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Valuation Impact Analysis

Key Insights

  • Valuation cap becomes effective when the round valuation exceeds $10,000,000
  • At valuations below $12,500,000, the 20% discount provides better terms
  • Maximum ownership achieved: 11.11%
  • Every $5M increase in valuation reduces investor ownership by ~0.0%

Cap Table Impact

Before Conversion

Founders8,000,000 shares80.00%
Employees1,500,000 shares15.00%
Existing Investors500,000 shares5.00%

After Conversion & New Round

Founders8,000,000 shares66.67%
Employees1,500,000 shares12.50%
Existing Investors500,000 shares4.17%
SAFE Holder500,000 shares4.17%
New Round Investors1,500,000 shares12.50%

Dilution Impact

Founders-13.3%
Employees-2.5%
Existing Investors-0.8%

Multiple Instruments Stack

Model multiple SAFEs and convertible notes to see their combined impact

Convertible Instrument Best Practices

  • Post-Money SAFEs are more founder-friendly as they provide certainty about dilution
  • Valuation caps reward early investors but can cause significant dilution if set too low
  • Discount rates typically range from 15-25%, with 20% being standard
  • Interest on notes compounds dilution - a $500K note at 6% for 18 months adds $45K to conversion
  • Multiple instruments can stack up quickly - track total dilution carefully
  • Consider setting caps at 2-3x your current valuation to balance investor upside with founder dilution

Want to learn more about convertible notes?

Understand how convertible notes work, compare them to SAFEs, and learn how to structure the best terms for your startup financing.

Read the complete convertible notes guide