Effects of Note Conversion on Dilution

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While note conversion terms can be written in slightly different ways, for our purposes, we will use a simple example where the stock price using the valuation cap conversion option was specified to be calculated as follows: Valuation cap divided by the issued and outstanding securities immediately prior to the sale of the preferred. The valuation cap was $3M. The number of issued and outstanding securities was 10,345,000 per the cap table in Figure 3. The price per share is therefore $3M/10,345,000 or $0.28999517.

The 5% interest on the $400K in notes would have generated an additional $20K in the intervening year, so the convertible note investors will be converting $420K into shares at $0.28999517. Running the math, the convertible note holders will get $420K/$0.28999517 = 1,448,299 shares. So the conversion of the notes before any other actions would have the cap table looking like this:

Figure 4: Cap Table Accounting for the Conversion of the Convertible Notes

Shares or OptionsIssued and OutstandingFully Diluted
Founders10,000,00084.79%77.23%
Employees345,0002.93%2.66%
Convertible Note Investors1,448,29912.28%11.19%
Issued and Outstanding11,793,299100.00%
Option Pool Available1,155,0008.92%
Total Fully Diluted12,948,299100.00%

Option Pool Top-Up

Now the option pool has to get topped up such that it will be 15% of the fully diluted shares after the dilutive effect of the preferred stock sale. Because the preferred stock sale will cause a 20% dilution (selling 20% of the company) across the board, the option pool must be 18.75% prior to being diluted by the preferred stock:

Figure 5: Cap Table Accounting for the Increase in the Option Pool

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