Equity Promissory Note for the United States

Equity Promissory Note Template for United States

An Equity Promissory Note is a legally binding financial instrument commonly used in the United States that combines elements of debt and equity financing. It represents a promise to repay a specific sum of money while also providing the holder with the right to convert the debt into equity shares under specified conditions. The document is governed by both federal and state securities laws, including the Securities Act of 1933 and applicable state 'Blue Sky' laws.

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What is a Equity Promissory Note?

The Equity Promissory Note is a sophisticated financing tool frequently employed in the United States when companies need to raise capital while providing investors with flexibility in their investment structure. This hybrid instrument serves as a bridge between straight debt and pure equity financing, offering investors the security of debt with the upside potential of equity participation. The document typically includes detailed terms about principal amount, interest rate, maturity date, conversion mechanics, and triggering events for conversion. It's particularly useful for early-stage companies that need immediate funding but want to defer equity valuation discussions.

What sections should be included in a Equity Promissory Note?

1. Parties: Identification of issuer and holder of the promissory note

2. Background: Context of the note issuance and relationship between parties

3. Definitions: Key terms used throughout the document including conversion rights, maturity date, interest rate

4. Promise to Pay: Core obligation including principal amount and payment terms

5. Interest: Interest rate, calculation method, and payment schedule

6. Conversion Rights: Terms and conditions for converting note to equity, including conversion price and mechanics

7. Events of Default: Circumstances constituting default and consequences thereof

8. Representations and Warranties: Standard representations by issuer regarding authority, compliance with laws, and validity

9. Governing Law: Specification of applicable jurisdiction and choice of law

What sections are optional to include in a Equity Promissory Note?

1. Security Interest: Terms regarding collateral securing the note, if applicable

2. Subordination: Provisions regarding priority relative to other debt obligations

3. Registration Rights: Rights regarding registration of converted securities with SEC

4. Board Observer Rights: Rights of noteholder to attend board meetings or receive information

5. Most Favored Nation: Protection ensuring noteholder receives best terms offered to other investors

What schedules should be included in a Equity Promissory Note?

1. Schedule A - Conversion Terms: Detailed mechanics and calculations for equity conversion

2. Schedule B - Form of Notice of Conversion: Template document for exercising conversion rights

3. Schedule C - Description of Security Interest: Detailed description of any collateral securing the note

4. Schedule D - Capitalization Table: Current capital structure of issuer pre and post-conversion

5. Schedule E - Disclosure Schedule: Exceptions to representations and warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Promissory Note

Sector

Banking

Cost

Free to use
Industries

Securities Act of 1933: Primary federal legislation governing the initial offering of securities, requiring registration and comprehensive disclosure unless an exemption applies

Securities Exchange Act of 1934: Federal law regulating secondary trading of securities and establishing the SEC, including ongoing reporting requirements

Regulation D: SEC rules providing exemptions from federal registration requirements for private placement offerings

Rule 144: SEC rule governing the resale of restricted securities and control securities

State Blue Sky Laws: State-specific securities laws governing registration, exemptions, and disclosure requirements for securities offerings within each state

UCC Article 3: Uniform Commercial Code provisions governing negotiable instruments, including promissory notes

UCC Article 8: Uniform Commercial Code provisions governing investment securities and their transfer

UCC Article 9: Uniform Commercial Code provisions governing secured transactions and security interests in personal property

Internal Revenue Code: Federal tax laws affecting the treatment of equity-linked securities and conversion features

State Corporation Laws: State-specific laws governing corporate formation, operation, and securities issuance

Federal Reserve Regulation U: Regulations governing margin requirements and credit extended for securities purchases

Dodd-Frank Act: Comprehensive financial reform legislation affecting securities markets and investor protection

SEC Reporting Requirements: Ongoing disclosure obligations for companies issuing securities, including periodic reports and material event notifications

Accredited Investor Rules: SEC regulations defining qualified investors who may participate in certain private securities offerings

Integration Rules: SEC guidelines determining when multiple securities offerings should be treated as a single offering

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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