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Resources
Learn Overview
  • Overview
  • SAFEs
  • Convertible notes
  • Equity rounds
  • Key terms
LearnTerm sheetsEquity rounds

Equity rounds

Priced rounds with fixed valuation and full governance. Standard from Series A.

What is an equity round?

An equity round (or priced round) sets a fixed valuation for your company. Investors buy preferred shares at a specific price, with formal rights and protections.

Fixed valuation agreed upfront
Board seats and formal governance
Liquidation preferences and anti-dilution
Complex documents (10-15+ pages)

Key equity terms

Pre-money vs post-money valuation

Pre-money is your company value before investment. Post-money is pre-money plus the investment amount.

Example: $10M pre-money + $2M investment = $12M post-money. Investors own 16.7% ($2M / $12M).

Liquidation preference

Determines who gets paid first in an exit. Standard is 1x non-participating: investors get their money back OR their ownership share, whichever is better.

Avoid participating preference - it lets investors double-dip on returns.

Anti-dilution

Protects investors if you raise at a lower valuation later (down round). Standard is weighted average - adjusts their price based on the size of the down round.

Avoid full ratchet - it is extremely punitive in down rounds and destroys founder ownership.

Board seats

At Series A, typical structure is 2 founders + 1 investor + 1 independent. Founders should maintain control until Series B or later.

Option pool

Equity reserved for employee hiring. Typically 10-20%. Usually carved out of pre-money, which dilutes founders more than investors.

Pro-rata rights

Right to invest in future rounds to maintain ownership percentage. Standard for lead investors.

What to negotiate

Focus your negotiation energy on terms that matter most:

High priority (negotiate hard)
  • Valuation (pre-money)
  • Option pool size and carve-out
  • Board composition
  • Liquidation preference multiple
Medium priority
  • Anti-dilution type (weighted average vs full ratchet)
  • Protective provisions scope
  • Drag-along thresholds

Usually standard (accept defaults)

  • Information rights
  • Registration rights
  • Right of first refusal

Equity round timeline

1

Term sheet (1-2 weeks)

Negotiate key terms. Non-binding but sets expectations.

2

Due diligence (2-4 weeks)

Investors verify your claims, review financials, talk to customers.

3

Legal documents (2-4 weeks)

Lawyers draft final documents. Expect back-and-forth on language.

4

Close (1 week)

Sign documents, wire transfer, update cap table.

Total: 6-10 weeks typical. Budget $15-30K for legal fees.

Prepare for your equity round

Pitchkit helps you model dilution, understand term implications, and prepare for negotiations.

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On this page
  • What is an equity round?
  • Key equity terms
  • What to negotiate
  • Equity round timeline
  • Prepare for your equity round