Secured Convertible Promissory Note for the United States

Secured Convertible Promissory Note Template for United States

A Secured Convertible Promissory Note is a debt instrument used in the United States that combines elements of a traditional loan with the potential for equity conversion. It provides the lender with security interest in the borrower's assets while offering the option to convert the outstanding debt into equity under specified conditions. The document is governed by federal and state securities laws, including SEC regulations and UCC provisions for secured transactions.

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What is a Secured Convertible Promissory Note?

A Secured Convertible Promissory Note is commonly used in the United States for early-stage financing when companies need capital but aren't ready for a priced equity round. This hybrid instrument offers lenders the security of debt with collateral protection while providing upside potential through equity conversion rights. The document typically includes detailed terms about interest rates, maturity dates, conversion mechanisms, security arrangements, and default provisions. It must comply with federal securities laws, state Blue Sky laws, and UCC requirements for secured transactions.

What sections should be included in a Secured Convertible Promissory Note?

1. Parties: Identification of lender and borrower

2. Background: Context of the loan and security arrangement

3. Definitions: Key terms used throughout the document including securities law definitions, conversion terms, and security interest definitions

4. Promise to Pay: Principal amount, interest rate, maturity date and payment terms

5. Security Interest: Description of collateral, security arrangement, and UCC compliance provisions

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

7. Events of Default: Circumstances constituting default and remedies available to the lender

8. Representations and Warranties: Statements of fact by the borrower regarding authority, compliance with laws, and financial condition

What sections are optional to include in a Secured Convertible Promissory Note?

1. Prepayment Rights: Terms and conditions for early repayment of the note, including any prepayment penalties

2. Registration Rights: Rights regarding registration of converted securities for public trading

3. Subordination Provisions: Terms governing priority relative to other creditors and debt instruments

4. Board Observer Rights: Rights of the lender to attend and observe board meetings

What schedules should be included in a Secured Convertible Promissory Note?

1. Schedule A - Collateral Description: Detailed description of assets securing the note

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

3. Schedule C - Payment Schedule: Amortization table or payment terms if applicable

4. Schedule D - UCC Financing Statement Forms: Forms for perfecting security interest in the collateral

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: Federal law focusing on primary market regulation, particularly Sections 4(a)(2) and Regulation D for private placements, requiring registration of securities offerings or qualifying for exemptions

Securities Exchange Act of 1934: Federal law governing secondary market trading and ongoing reporting requirements for securities

State Blue Sky Laws: State-specific securities regulations including registration requirements, exemptions, and usury laws governing interest rates

Uniform Commercial Code (UCC): State-adopted uniform law, particularly Articles 3 (Negotiable Instruments) and 9 (Secured Transactions), governing security interests and filing requirements

Federal Reserve Regulation Z: Implementation of the Truth in Lending Act, governing disclosure requirements and lending practices

Internal Revenue Code: Tax regulations including Section 1272 (Original Issue Discount), Section 385 (Debt vs. Equity), and conversion feature implications

Bankruptcy Code: Federal law governing creditor rights, priority rules, and automatic stay provisions affecting secured creditors

State Corporate Law: State-specific regulations regarding authorized shares, corporate authority to issue convertible securities, and fiduciary duties

Investment Company Act: Federal law imposing additional requirements if the lender could be deemed an investment company

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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