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Also known as: anti-dilution, anti-dilution provisions

Anti-Dilution Protection

TechnicalFundraisingLegal

Definition

Anti-Dilution Protection: Anti-dilution protection gives investors additional shares if the company raises money at a lower valuation than their investment. The two main types are full ratchet (most aggressive) and weighted average (more common), which calculate how many extra shares investors receive.

Example Usage

β€œDue to weighted average anti-dilution, our Series A investors got extra shares when we did a down Series B.”

Common Misconceptions

Anti-dilution protects founders too. It only protects investors, often at founder expense.
All anti-dilution is the same. Weighted average is much more founder-friendly than full ratchet.
Anti-dilution kicks in with any new round. It only applies when the new price is lower.

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