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ARTICLE · 05 AUGUST 2020

What You Need To Know About Down Round Financings

A "down round" is a financing in which a company sells shares of its capital stock at a price per share that is less than the price per share it sold shares for in an earlier financing.

GlobalCorporate/Commercial Law

What is a Down Round?

A "down round" is a financing in which a company sells shares of its capital stock at a price per share that is less than the price per share it sold shares for in an earlier financing.

Why Does it Matter if a Company Does a Down Round?

Down rounds are frequently viewed much more harshly than flat or up rounds – a round at $0.05 per share lower than a prior round will carry much more negative baggage than a $0.05 up round would have carried goodwill. Public company stock prices fluctuate every day, often for reasons related to general industry or economic conditions that are not unique to a particular company, and these dips are often characterized as "buying opportunities" for investors and not reflective of the intrinsic value of the company. But private companies are different for a few reasons:

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