michaelpetona
New member
What is the name of your state? Delaware incorporated company
Hi , I have invested cash in a CA based startup . During my investment they provided only "Subordinated Convertible Promissory Note" and mentioned "a Qualified Financing occurs on or prior to the Maturity Date, then the outstanding principal amount of this Note and all accrued and unpaid interest on this Note shall automatically convert into fully paid and nonassessable shares of the preferred stock issued in such Qualified Financing at the Conversion Price."
And maturity date is defined as FOR VALUE RECEIVED, <Company>, a Delaware corporation (the “Company”) promises to pay to <Investor> , or its registered assigns (“Investor”), in lawful money of the United States of America the principal sum of <Amount> , or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Subordinated Convertible Promissory Note (this “Note”) on the unpaid principal balance at a rate equal to 3% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier of (i) eighteen (18) months after the issuance of this Note (the “Maturity Date”), or (ii) when, upon the occurrence and during the continuance of an Event of Default, such amounts are declared due and payable by Investor or made automatically due and payable, in each case, in accordance with the terms hereof. This Note is one of the “Notes” issued pursuant to the Purchase Agreement.
Its been 2 years I invested and since qualified financing round hasn't happened I have not received ant preffered stock. Based on above prara can I ask for the money back with interest or at current valuation ?
Also the company seems to be raising more money in this form at higher valuations, but as an existing investor, I am not in those communications and even yearly account statements or General meeting is not called for. Are then any mandatory rights for Convertible promissory Note holders where company has to fulfill ?
Regards
Michael
Hi , I have invested cash in a CA based startup . During my investment they provided only "Subordinated Convertible Promissory Note" and mentioned "a Qualified Financing occurs on or prior to the Maturity Date, then the outstanding principal amount of this Note and all accrued and unpaid interest on this Note shall automatically convert into fully paid and nonassessable shares of the preferred stock issued in such Qualified Financing at the Conversion Price."
And maturity date is defined as FOR VALUE RECEIVED, <Company>, a Delaware corporation (the “Company”) promises to pay to <Investor> , or its registered assigns (“Investor”), in lawful money of the United States of America the principal sum of <Amount> , or such lesser amount as shall equal the outstanding principal amount hereof, together with interest from the date of this Subordinated Convertible Promissory Note (this “Note”) on the unpaid principal balance at a rate equal to 3% per annum, computed on the basis of the actual number of days elapsed and a year of 365 days. All unpaid principal, together with any then unpaid and accrued interest and other amounts payable hereunder, shall be due and payable on the earlier of (i) eighteen (18) months after the issuance of this Note (the “Maturity Date”), or (ii) when, upon the occurrence and during the continuance of an Event of Default, such amounts are declared due and payable by Investor or made automatically due and payable, in each case, in accordance with the terms hereof. This Note is one of the “Notes” issued pursuant to the Purchase Agreement.
Its been 2 years I invested and since qualified financing round hasn't happened I have not received ant preffered stock. Based on above prara can I ask for the money back with interest or at current valuation ?
Also the company seems to be raising more money in this form at higher valuations, but as an existing investor, I am not in those communications and even yearly account statements or General meeting is not called for. Are then any mandatory rights for Convertible promissory Note holders where company has to fulfill ?
Regards
Michael
