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:

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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