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Anti-dilution calculator

Enter a down round. Compare the new conversion price and the extra shares under broad-based weighted average, narrow-based weighted average, and full ratchet.

Learn the idea behind this tool

Calculator

Anti-dilution in a down round

The Series A paid $5.00 for each of its 2,000,000 shares. A new round sells shares at a lower price. Compare the protection methods.

$2.50
$5M
Series A anti-dilution
Conversion price
$4.5833
Was $5.00
Converts into
2,181,818
+181,818 shares
Founders own
57.46%
58.33% with no protection
Series A owns
17.91%
New investors own 16.42%

Series A common shares after the round, by method

No protection
2,000,000
Broad-based
2,181,818
Narrow-based
2,200,000
Full ratchet
4,000,000

Ownership after the round: broad-based

  • Founders
  • Employee options
  • Series A
  • New investors

The new round raises $5M at $2.50, 50% of the Series A price. The weighted average moves the Series A price to $4.5833, only part of the way. The round issues 2,000,000 shares, compared with 10,000,000 before the round (all shares and options).

Here, full ratchet adds 2,000,000 shares and broad-based adds 181,818. Change the money raised: the broad-based number moves, but the ratchet number stays the same.