Venture math can be tough. Terms like convertible note, discount and cap can complicate a seemingly easy process. A convertible note is a debt instrument typically used when a company first begins to raise capital. The valuation of the company is determined at a later date, after a Series A investment. This is when a note converts to equity at the previously agreed upon terms. A discount and cap are typically included in those terms. A discount gives a note holder’s small investment a little bit more purchasing power. But with a discount, there is no limit to the valuation of the company. That’s where the cap comes into play. A cap limits the valuation of the company to a pre-determined price. In other words, it protects early investors (note holders) from being diluted to oblivion. Owning 0.0004% of a company sucks for someone who took most of the risk, and a cap prevents that from happening.
While often spoken in the same sentence, a cap and discount are never used at the same time. They are mutually
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