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Notes-vs-priced financing decision register
A structured decision register that scores convertible-note versus priced-round across every required factor (default: cost, speed, resolution, investor protections, misalignment, confusion, control, investor preference) plus the two easy-case flags (family-and-friends, bridge to finish an in-progress round), ending in a single recommended instrument that follows the weighted tally, with a rationale per factor.
You receive: A JSON object {factors:[{factor, favors, weight, rationale}], easyCaseFlags:{familyAndFriends, bridgeToFinishRound}, recommendation, recommendationRationale}. Enforced literals: factor tokens default to cost, speed, resolution, investor_protections, misalignment, confusion, control, investor_preference; favors must be note, priced, or neutral; recommendation must be note or priced; easyCaseFlags values must be JSON booleans.
Part of Choose Business Model, Pitch Investors
Example
A sample of what this play produces. Your result is generated for your inputs.
- Recommendation
- note
- Recommendation Rationale
- The weighted tally favors the note 14 to 10. The factors that favor a priced round (resolution, protections, alignment, cap-table clarity) are real but mostly matter at larger check sizes and later stages; the factors that favor the note (speed, cost, founder control, what pre-seed investors actually sign) are the binding constraints on STUD right now, pre-revenue and in a soft launch, raising an illustrative $1M target. Raise on a convertible note with a single cap, keep the stack to one instrument, and price the company at the seed round when there is usage and revenue data to anchor a valuation.
Factors
| Factor | Favors | Weight | Rationale |
|---|---|---|---|
| cost | note | 4 | STUD, a registered trade name of TELEVORT INC, a Delaware corporation, is pre-revenue, so every dollar of the illustrative $1M target raise should fund the product, not legal drafting. A convertible note closes on short standard documents; a priced round adds a charter amendment, stock purchase agreement, and investor rights docs with legal fees an order of magnitude higher. |
| speed | note | 5 | The soft launch is live and the catalog (265 plays across 14 playbooks) is compounding now; capital that lands this quarter is worth more than capital that lands next quarter. Notes close investor by investor in days, while a priced round needs a negotiated valuation and a coordinated single close. |
| resolution | priced | 3 | A priced round settles valuation, option pool, and ownership on day one. A note defers all of that to the next round, and with STUD pre-revenue there is no trading history to anchor a cap, so the deferred question stays genuinely open. |
| investor_protections | priced | 2 | Priced-round investors get real preferred-stock protections: liquidation preference, pro rata rights, information rights. Note holders sit in a thinner contractual position until conversion, which sophisticated leads may discount. |
| misalignment | priced | 3 | A note cap creates a quiet tug of war: the founder wants the next round priced high, note holders convert best when it prices near the cap. Pricing the round now puts everyone on the same side of the valuation from the start. |
| confusion | priced | 2 | Stacked notes at different caps and discounts make the eventual conversion math hard to reason about, and founders routinely misestimate the dilution they have already sold. STUD has no notes outstanding today, so this risk is prospective, but a single priced round keeps the cap table legible. |
| control | note | 3 | A priced round at this stage typically seats an investor director and attaches protective provisions. STUD is a single-founder company (Dan Schmitz) still shaping the living-system strategy; a note keeps board control and day-to-day authority undiluted until there is a scaled business to govern. |
| investor_preference | note | 2 | The realistic first-money sources for a pre-seed, pre-revenue Delaware corporation are angels and pre-seed funds, and that market transacts overwhelmingly on notes and note-like instruments. Insisting on a priced structure would shrink the pool of willing checks. |
Easy Case Flags
- Family And Friends
- false
- Bridge To Finish Round
- false
Opens soon
STUD opens runs for everyone soon, on every play at once.
Scope of the check
What's verified: STUD verifies the register parses as a single JSON object no larger than 20,000 characters, that factors covers exactly your required factor set (the default set is these exact tokens: cost, speed, resolution, investor_protections, misalignment, confusion, control, investor_preference), that each factor's favors is exactly one of the literals note, priced, or neutral, that each weight is an integer from 1 to 5, that each factor rationale and the recommendation rationale meet the minimum length (default 20 characters) and no two factor rationales are duplicates, that easyCaseFlags echoes your family-and-friends and bridge answers as booleans, that recommendation is exactly the literal note or priced, that a yes on either easy-case flag forces a note recommendation, and that otherwise the recommendation matches the weighted tally of favors (on an exact tie, either is accepted). The minimum rationale length setting must be between 1 and 500 or the submission is rejected. Length and non-duplication are the only content checks on rationales: STUD does NOT verify that any rationale is true or well reasoned, and it does NOT decide whether a note or a priced round is genuinely better for your company, nor validate any legal terms. Company name, stage, raise amount, and round context are operator context only; they are never checked by the validator.
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