Startup & SaaS

Convertible Note Cap or Discount

Compare cap-based and discount-based conversion prices under a simplified note model.

Your numbers

Sample inputs are illustrative. Changing currency changes labels only.

Your result

Preparing the sample calculation…

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How to use this calculator

  1. Enter note principal, accrued interest converting, new round price per share, valuation cap, pre-round fully diluted shares, conversion discount (%).
  2. Choose a display currency, then select Calculate. Results also update after a brief pause while you edit.
  3. Read the result with the assumptions below. Export details or save a second scenario to compare your choices.

Formula and method

Conversion price=min(round price×(1−discount),valuation cap/pre-round shares); shares=(principal+accrued interest)/price.

Assumptions and limitations

Assumes a simple pre-money cap with supplied capitalization; SAFE post-money, option-pool changes and legal-document specifics are excluded.

Worked example

With note principal = 100000, accrued interest converting = 10000, new round price per share = 2, valuation cap = 1000000, pre-round fully diluted shares = 1000000, conversion discount (%) = 20, conversion price is approximately 1.

What the result means

The investor receives the lower modeled conversion price.

Common questions

How should I interpret conversion price?

The investor receives the lower modeled conversion price.

What should I check before using this result?

Assumes a simple pre-money cap with supplied capitalization; SAFE post-money, option-pool changes and legal-document specifics are excluded.

Methodology and transparency

Calculation specification reviewed on 2026-10-14. Mathematical implementation is tested against independent reference fixtures. This does not imply review by a licensed financial professional. Read the testing and precision policy.