Kentucky Term Sheet — Convertible Debt Financing, also known as a convertible note, is a widely used financial instrument for startups and early-stage companies to secure funding. It is a type of debt instrument that can convert into equity under certain circumstances. This flexible financing option allows companies to raise capital while delaying the valuation of their company. The Kentucky Term Sheet — Convertible Debt Financing provides a structured format outlining the terms and conditions of the investment. It specifies the key provisions agreed upon by the issuer (the company seeking funding) and the investor. Here are some of the common components found in a Kentucky Term Sheet — Convertible Debt Financing: 1. Principal Amount: This refers to the initial amount of money the company raises through the issuance of convertible debt. 2. Interest Rate: The interest rate determines the rate at which interest accrues on the principal amount. This interest is typically deferred and added to the principal, increasing the conversion value. 3. Maturity Date: The maturity date signifies the point at which the convertible debt must be repaid in full if not converted into equity. This date acts as a deadline for conversion or repayment. 4. Conversion Discount: A conversion discount enables the investor to acquire equity at a lower price per share compared to investors participating in future equity rounds. The discount incentivizes early investors and compensates them for the additional risk associated with investing in the company at an earlier stage. 5. Valuation Cap: A valuation cap places a ceiling on the company's valuation at the time of conversion. It ensures that investors' investment converts into equity at a fair and predefined price, protecting them from potential high valuations in subsequent funding rounds. 6. Conversion Mechanics: This section outlines the process of conversion, including details on the conversion price, conversion events (such as a qualified financing round), and any potential conditions or restrictions. Different types of Kentucky Term Sheet — Convertible Debt Financing may exist, tailored to meet specific company needs or investor preferences. Some variations include: 1. Simple Agreement for Future Equity (SAFE): A SAFE is an alternative to convertible debt, which allows investors to purchase shares in a future equity round, typically at a discount. 2. Callable Convertible Debt: With callable convertible debt, the issuer reserves the right to call back the debt after a specific period or event. This type of debt provides additional flexibility for the company. 3. Convertible Equity: Convertible equity allows for an immediate equity conversion instead of waiting for specific triggering events. This type of financing aligns more with equity investments than traditional convertible debt. In conclusion, the Kentucky Term Sheet — Convertible Debt Financing is a valuable financial tool that enables startups and early-stage companies to raise capital while deferring the valuation of their company. By providing a detailed description of the terms and conditions, it offers a clear understanding of the agreement between the company and the investor.