Convertible Promissory Note Purchase Agreement

Convertible Promissory Note Purchase Agreement for Switzerland

Convertible Promissory Note Purchase Agreement Template for Switzerland

A Swiss law-governed agreement that establishes the terms and conditions under which investors purchase convertible promissory notes from a company. The document outlines the debt investment structure, including principal amount, interest rate, maturity date, and conversion mechanisms. It incorporates specific Swiss legal requirements and contains detailed provisions for the future conversion of the debt into equity, typically triggered by qualified financing rounds, change of control, or maturity. The agreement includes comprehensive representations and warranties, events of default, and enforcement mechanisms compliant with Swiss corporate and securities laws.

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What is a Convertible Promissory Note Purchase Agreement?

The Convertible Promissory Note Purchase Agreement is a crucial financing instrument used by companies seeking growth capital in Switzerland. It provides a bridge between debt and equity financing, allowing companies to raise funds without immediately setting a valuation. This document is typically used in pre-Series A financing rounds or bridge financings, where investors provide capital in the form of a loan that can later convert into equity. The agreement must comply with Swiss corporate law, securities regulations, and financial market requirements. It includes essential terms such as conversion triggers, valuation caps, discount rates, and investor protections. The document is particularly valuable for startups and growth companies that need flexible financing options while deferring complex valuation discussions to a later stage.

What sections should be included in a Convertible Promissory Note Purchase Agreement?

1. Parties: Identification of the Company (Issuer) and the Purchaser(s) of the note

2. Background: Context of the transaction and purpose of the note issuance

3. Definitions: Key terms used throughout the agreement

4. Purchase and Sale of Notes: Terms of the note purchase, including purchase price and closing mechanics

5. The Notes: Fundamental terms of the notes including principal amount, interest rate, and maturity date

6. Conversion Rights: Terms and conditions for converting the notes into equity, including conversion price and mechanisms

7. Conversion Procedures: Detailed procedures for executing conversion, including notice requirements and documentation

8. Representations and Warranties of the Company: Company's statements about its legal status, authority, and business condition

9. Representations and Warranties of the Purchaser: Purchaser's statements about investment capacity and sophistication

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

11. General Provisions: Standard contractual provisions including notices, amendments, governing law, and jurisdiction

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

1. Multiple Closings: Include when the note purchase agreement allows for multiple investment closings

2. Pre-emptive Rights: Include when existing shareholders are granted rights to participate in the note purchase

3. Information Rights: Include when purchasers are granted specific information access rights

4. Board Observer Rights: Include when note holders are granted board observer rights

5. Most Favored Nation: Include when purchasers are protected against more favorable terms in future note issuances

6. Registration Rights: Include if relevant for future public offering scenarios

7. Subordination Provisions: Include when the notes need to be subordinated to other debt

8. Tax Provisions: Include detailed tax provisions when involving international investors

What schedules should be included in a Convertible Promissory Note Purchase Agreement?

1. Schedule A - Form of Note: The actual form of the convertible promissory note

2. Schedule B - Capitalization Table: Current capitalization of the company and pro forma post-conversion

3. Schedule C - Disclosure Schedule: Exceptions to representations and warranties

4. Schedule D - Purchase Details: List of purchasers with their respective investment amounts

5. Schedule E - Existing Indebtedness: Details of company's existing debt obligations

6. Appendix 1 - Conversion Calculations: Detailed examples of conversion calculations

7. Appendix 2 - Form of Conversion Notice: Template for exercising conversion rights

8. Appendix 3 - Swiss Tax Guidelines: Summary of relevant Swiss tax implications

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

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A Swiss law-governed acknowledgment of debt that creates a legally binding obligation for repayment of a specified sum of money.

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Download a Standard Convertible Promissory Note Purchase Agreement

Review your own Convertible Promissory Note Purchase Agreement

What is a Convertible Promissory Note Purchase Agreement?

What sections should be included in a Convertible Promissory Note Purchase Agreement?

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

What schedules should be included in a Convertible Promissory Note Purchase Agreement?

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