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Convertible Loan Note

A convertible loan note (“CLN”) is a debt instrument that is not initially made for shares, but has the option to be converted into shares in the future at an undetermined price based on a future valuation. Generally CLNs carry the right to either be repaid in shares or cash depending on the circumstances.

CLNs usually convert into shares upon the Company’s next funding round that meets specified criteria (a “Qualified Financing Round”). In the CLN, you can specify a maximum conversion price or a discount on the share price in the Qualified Financing Round. However, there may be circumstances, such as not having a Qualified Financing Round within a specified period, in which the loan will instead be repaid in cash.

It’s important not to confuse CLNs with advance subscription agreements (“ASAs”). While they both allow companies to get a quick injection of cash and tend to be relatively short in duration, an ASA will always convert into shares whereas a CLN can be repaid in cash in certain circumstances. CLNs are not (S)EIS compliant, but ASAs can be. Additionally, money loaned under a CLN will generally accrue interest over its lifetime unlike money invested under an ASA.

Download the Convertible Note Agreement