For founders, the fundraising process can feel like a black box that is more art than science and full of jargon, shifting timelines, and high stakes. Yet, understanding the typical steps and expectations can make the...more
When start-ups dream of an exit, they picture ringing the bell at an IPO or celebrating a headline-grabbing acquisition. But what happens when the journey takes a detour through the valley of distress? ...more
SAFEs can be a powerful fundraising tool—but they also carry real risks to existing equity holders. For founders, the danger lies not in the document itself, but in misunderstanding its terms and consequences. ...more
Last month, a startup’s Series A nearly fell apart when investors and founders realized their different calculation methods produced a $750,000 variance. The culprit was not deception or bad faith, but rather a complex...more
Convertible bond issuance surged through the first half of 2025, presenting issuers with a golden opportunity to raise capital on highly attractive terms - There has rarely been a better time for companies to raise capital...more
Convertible instruments held steady in Q1 2025, but the terms are shifting in favor of investors. Interest rates on convertible notes rose by 200 to 300 basis points, and discount rates climbed as high as 10.5 percentage...more
For many early-stage startups, choosing between a convertible note and a SAFE (Simple Agreement for Future Equity) is one of the first critical legal and strategic financing decisions. While both instruments allow companies...more
Le Conseil d'Etat considère que la mise en place d'actions convertibles inverses accompagnées de divers contrats d'option de vente et d'achat peut être constitutive d'un abus de droit fiscal sur le fondement de l'article L....more
When negotiating convertible notes, parties typically focus on the terms of conversion upon an equity financing, most notably the discount and valuation cap. This is understandable inasmuch as the not-so-hidden secret of...more
In 2019, LGH Investments, LLC loaned $100,000 to Social Life Network, Inc., a software licensing company, in exchange for a convertible note, common stock, and stock warrant for 412,500 shares at a strike price of $0.20. The...more
Early-stage companies often rely on Simple Agreements for Future Equity (SAFEs) and convertible promissory notes to raise capital either prior to a company's first priced preferred equity round, or to raise bridge capital...more
Issuing convertible notes has long been an attractive capital-raising option for public companies. At its most basic essence, a convertible note is a debt instrument that pays interest and principal, but also carries the...more
The challenging funding environment will likely prompt small- and mid-cap listed life sciences companies to seek financing through private investments in public equity. Small- and mid-cap life sciences companies typically...more
Our early-stage start-up clients often ask us about the difference between convertible notes and Simple Agreements for Future Equity (SAFEs). Each provides a way for companies to raise capital without the need to determine...more
US Market Review and Outlook - Venture capital financing and liquidity activity contracted in 2022 from the record-breaking levels of the prior year, in the face of declining equity markets, rising interest rates and...more
Increased volatility and reductions in asset values in the equity markets, coupled with rising interest rates and a slowing macroeconomic environment, have affected a wide range of equity-linked products. Continuation of...more
The pandemic’s impact may be subsiding, but businesses are encountering new challenges across the globe, including the potential for an economic retrenchment, rising interest rates, shifting regulatory and litigation...more
This article is Part B of the fifth alert in our series of alerts focussed on the alternative protein industry. While Part A provided an overview of financing options in the industry, this Part B considers a variety of key...more
In Adar Bays, LLC v. GeneSYS ID, Inc., the New York Court of Appeals (the “Court”) held that the conversion price in a convertible option could be classified as interest thereby potentially falling under the territory of New...more
Thanks to everyone who joined Part One of Bailey Glasser’s two-part raising capital webinar series with lawyers Michael de León Hawthorne and Carlos Duque. Part One of the webinar featured raising capital questions and...more
As the UK Government’s COVID-19 support measures ease, there are a number of considerations that directors should be thinking about... ...more
Often viewed as a quick interim source of funding until the next round of equity financing, convertible notes have become ubiquitous in Southeast Asia and India for many early-stage and even late-stage companies looking to...more
On June 11, 2020, the Second Circuit Court of Appeals confronted the question whether an option in a commercial note that allows the lender to convert the remaining balance into the borrower's common stock at a 35% discount...more
#TeamOrrick thanks the nearly 200 people who attended our webinar on Wednesday morning on the #FutureFund convertible loan notes. We tried to answer all of your questions, but they kept on coming, so here is the promised FAQ...more
The British Business Bank has opened the application process for the Future Fund, a new fund that provides financing to UK start-ups and scale-ups in the form of a convertible loan which is invested directly by the UK...more