Down round calculator
A down round raises money at a lower valuation than the last round: the new pre-money is below the last post-money.
The formula
Down round = (New pre-money − last post-money) ÷ last post-money × 100
Worked example: Down round
The example uses the guide's seed round, £200,000 for 20%, with a matching cap table, exit, fund and market.
- (£4,000,000 − £5,000,000) ÷ £5,000,000 = -20.0%
Try it with your numbers
Work out your down round
It starts on the example. Replace any figure with your own; nothing you type leaves your browser.
Your round
Down round
- (£4,000,000 − £5,000,000) ÷ £5,000,000 = -20.0%
- Check the anti-dilution terms: earlier investors may get extra shares, which comes out of the founders' stake.
Formula: (New pre-money − last post-money) ÷ last post-money × 100.
- Change in valuation
- −20.0%
Everything your numbers show
27 of 27 worked out so far. Select one for its page.
- Valuation£1,000,000post-money
- Pre-money valuation£800,000
- Post-money valuation£1,000,000
- Equity20.0%Equity sold
- Dilution70.0%kept by existing shareholders, down from 100.0%
- Option pool142,857new pool shares
- Fully diluted60.0%Fully diluted ownership
- SAFE89,286shares
- Loan note96,429shares
- Pro rata rights£200,000Pro rata amount
- Liquidation preference£1,000,000to the investor
- Vesting180,000after 18 months
- Cliff120,000at month 12
- SEIS£10,000SEIS relief
- EIS£6,000EIS relief
- VCT£4,000VCT relief
- TAM£240,000,000a year
- SAM£60,000,000a year
- SOM£3,000,000a year
- Down roundDown round
- Up roundDown round
- Flat roundDown round
- MOIC2.80x
- IRR22.9%a year
- TVPI1.50x
- DPI0.40x
- Dry powder£24,000,000
How to read your result
Down rounds dilute existing shareholders more and can trigger anti-dilution terms that give earlier investors extra shares.
Watch out for
Compare on price per share where you can: a change in the share count can make valuations misleading.
Last checked . Estimates only, not financial, tax or legal advice: check your accounts and documents, and take advice before you act. More terms in the startup glossary.