Lullwick Convertible Note

Convertible note pitch deck with the terms on one slide

A convertible note pitch deck has to prove the terms are fair before it proves the company, because a note investor is choosing a price as much as a business. Lullwick, an invented sleep coaching app for shift workers, puts every term on one slide and shows what the cap is worth at three levels.

Every slide, in order

The whole deck as it renders, one slide after another. Read it the way the audience would.

LULLWICK · CONVERTIBLE NOTE

JUNE 2027

Sleep coaching for shift workers

A 2.5 million dollar note at a 12 million dollar cap, ahead of a priced round in 2028.

Dana Whitcombe, co-founder and CEO

Former night shift nurse, now building the app she needed

Slide 1 · cover · Name the instrument on the cover, because a note round is judged on its terms as much as the company.

Why a note

Lullwick has a product that shift workers keep paying for and one big unknown: whether hospitals will buy it for their staff. A note funds the hospital pilots now and leaves the price of the company to be set once that answer is in.

THREE REASONS

Speed

One document, no board seat negotiation. The round can close in six weeks.

A fairer price later

Pricing today ignores the hospital channel. Pricing in 2028 will include it either way.

Investor protection

The cap and the discount reward the risk of coming in before the answer is known.

02

Slide 2 · intro · Why a note and not a priced round, so the investor knows the instrument was chosen, not settled for.

The business today

At 31 May 2027. All subscriptions are annual and paid upfront.

38,000

Paying subscribers

Nurses, paramedics, drivers and warehouse staff working rotating rosters.

$2.24M

ARR

38,000 subscribers at an average of 59 dollars a year after discounts.

34%

Still active on day 30

Of everyone who installs, paid or free. Paid subscribers renew at 62 percent.

03

Slide 3 · metrics · The consumer business in three numbers, which is what the note is really underwritten on.

The terms, all on one slide

The note documents say exactly this. Nothing else is negotiated per investor.

In plain words

You lend Lullwick money now. It earns 6 percent simple interest. When Lullwick raises a priced round of at least 5 million dollars, your loan and the interest turn into shares. You pay the lower of two prices: the round price less 20 percent, or the price as if the company were worth 12 million dollars. If there is no priced round within 24 months, holders of a majority of the notes choose to convert at the cap or be repaid.

The note

Term
Value
Amount
$2.5M
Valuation cap
$12M
Discount
20%
Interest
6% simple
Maturity
24 months
Qualified round
$5M or more
Minimum cheque
$50,000
A single class of note. Every investor holds the same terms, with no side letters.

04

Slide 4 · comparison · Every term of the note on one slide, with a plain explanation beside the table, so no investor needs a lawyer to read slide five.

What the cap is worth

Noteholder share of the company when the note converts, before the new round money goes in.

$2.5M

Converting after 18 months, the note plus interest is 2.725 million dollars. At the 12 million dollar cap that buys 18.5 percent of the company. The bars show the same note at an 8 and a 16 million dollar cap. A priced round at 24 million less the 20 percent discount is 19.2 million, so the cap applies in all three.

0%7%14%21%28%
$8M cap
$12M cap
$16M cap
Noteholders

05

Slide 5 · investment · The ask with dilution at three caps as a bar chart, so investors and founders see the same trade off.

When the note turns into shares, or ends

A priced round of 5 million plus

Converts automatically at the lower of the cap price and the discounted round price, interest included.

Maturity at 24 months

Holders of a majority of the notes choose to convert at the cap or to be repaid with interest.

A sale of the company

Noteholders get the greater of twice their money back or what their shares at the cap would have earned.

No earlier repayment

Lullwick cannot repay the note early to avoid conversion. The upside stays with the noteholders.

06

Slide 6 · checklist · The four events that convert or end the note, since an investor wants to know every exit before going in.

From the note to the round

Five dates over twelve months. The priced round is pitched on the hospital pilot results.

Jul 2027

Note closes at 2.5 million dollars. Two clinical sleep coaches and a sales lead hired.

Sep 2027

Pilots start in three hospitals, 1,200 night shift staff, paid by the hospital.

Dec 2027

First pilot readout: sick days and roster swaps against matched wards.

Mar 2028

Hospital contracts priced per staff member. Consumer ARR target 3.4 million dollars.

May 2028

Priced round of 5 million dollars or more. The note converts.

07

Slide 7 · timeline · The road from the note to the priced round, with the hospital pilots as the event the price will rest on.

For a noteholder

The three things that decide what this note is worth.

01
The cap is a price ceiling

However well the pilots go, you convert at no more than a 12 million dollar valuation.

02
The discount is the backstop

If the round is priced under 15 million, the 20 percent discount gives the better price instead.

03
The pilots set the price

Hospital contracts by March 2028 are the difference between a consumer app and a workforce product.

08

Slide 8 · takeaway · Three things a noteholder should take away, written for the investor rather than about the company.

The note documents are ready

Standard form, reviewed by our lawyers. Closing date 15 July 2027, first come at a 50,000 dollar minimum.

Email

dana@lullwick.example

Documents

Note agreement and cap table on request

Phone

+1 206 555 0143

09

Slide 9 · closing · Close with the documents and the closing date, which is what a note investor acts on.

The structure

What each slide is doing, so you can reuse the order even with different content.

Slide 1cover
Name the instrument on the cover, because a note round is judged on its terms as much as the company.
Slide 2intro
Why a note and not a priced round, so the investor knows the instrument was chosen, not settled for.
Slide 3metrics
The consumer business in three numbers, which is what the note is really underwritten on.
Slide 4comparison
Every term of the note on one slide, with a plain explanation beside the table, so no investor needs a lawyer to read slide five.
Slide 5investment
The ask with dilution at three caps as a bar chart, so investors and founders see the same trade off.
Slide 6checklist
The four events that convert or end the note, since an investor wants to know every exit before going in.
Slide 7timeline
The road from the note to the priced round, with the hospital pilots as the event the price will rest on.
Slide 8takeaway
Three things a noteholder should take away, written for the investor rather than about the company.
Slide 9closing
Close with the documents and the closing date, which is what a note investor acts on.

Slide by slide

Slide one names the instrument and the cap on the cover. Slide two explains why a note: speed, a fairer price later and investor protection. Slide three is the business in three numbers. Slide four is the terms table and its plain language reading. Slide five is noteholder share at three caps, with the arithmetic in the panel. Slide six lists what converts or ends the note. Slide seven is the road to the priced round, built around hospital pilots. Slide eight is three points written for the noteholder. Slide nine gives the closing date and where the documents are.

How to adapt this deck

A SAFE round replaces interest and maturity with the SAFE type, post money or pre money, and slide six becomes simpler because there is no maturity. A note raised from existing investors only can drop slides two and three and add a slide on what changed since the last round. A company expecting a priced round within six months should shorten the timeline and say whether a most favoured nation clause applies, since the cap matters less when the round is near.

What note investors ask for

Cooley GO publishes standard startup financing documents and explains how notes and SAFEs differ, and the Y Combinator SAFE user guide shows the conversion arithmetic most investors already know. Both make the same point: the cap, the discount and the qualified financing threshold decide what the instrument is worth. That is why this deck gives the terms their own slide and draws the cap as a chart, rather than leaving them in a term sheet the investor reads after the meeting.

What makes this deck work

The terms and the plain words sit together

Slide four puts the seven terms in a table and, beside it, a paragraph that explains conversion without jargon: you pay the lower of the discounted round price or the cap price. Nobody needs a lawyer to read the slide.

Dilution is shown at three caps

Slide five converts 2.725 million dollars, the note plus 18 months of interest, at 8, 12 and 16 million dollar caps: 25.4, 18.5 and 14.6 percent. Founders and investors see the same trade off on one chart.

Every exit from the note is listed

Slide six covers a qualified round, maturity, a sale and early repayment. Investors in notes worry most about the cases where no priced round happens, and this slide answers them before the question comes up.

Questions people ask

What terms go on the term slide of a convertible note deck?

Amount, valuation cap, discount, interest, maturity, the qualified round threshold and the minimum cheque. Seven rows fit one table. Add a short paragraph that explains conversion in plain words, because the table alone only helps investors who already know how notes work.

How do I show dilution from a convertible note?

Calculate the noteholder share at conversion for two or three cap levels and show them as bars. Include accrued interest, and say whether the share is before or after new round money. This example shows 25.4, 18.5 and 14.6 percent at 8, 12 and 16 million dollar caps.

Should I use a convertible note or a SAFE?

A note is debt with interest and a maturity date; a SAFE has neither. Some investors prefer the protection of a note, others the simplicity of a SAFE. The deck should name one and explain it. Take legal advice on which suits your country and investors.

Does a convertible note deck need traction slides?

Yes, but fewer. One slide of the numbers the next round will be priced on is enough, because the note defers the valuation argument. Lullwick uses three numbers: subscribers, ARR and day 30 retention, each with a line explaining how it is measured.

How do I explain what happens at maturity?

In one card: who decides, and what the choices are. Here, holders of a majority of the notes choose to convert at the cap or be repaid with interest. Leaving maturity off the deck makes investors assume the worst case.

Can the dilution chart be shown as a pie instead?

The chart on slide five can switch between a donut, a pie and horizontal bars. Bars compare three caps best, because the eye reads length more accurately than angle. A pie would only make sense for a single scenario with several holders.

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Sources

Written and checked by the OneCraft team. Last checked .