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Priced Round

A funding round in which the company's value is formally determined and investors receive shares at a specific price, establishing a definitive valuation.

A priced round is a formal equity financing in which investors purchase newly issued preferred stock at a specific price per share, establishing the company's pre-money valuation and resulting in the issuance of a term sheet, legal documentation (Stock Purchase Agreement, Investor Rights Agreement, Right of First Refusal Agreement, Voting Agreement), and formal board and shareholder approval.

Priced rounds stand in contrast to pre-priced instruments like SAFEs and convertible notes, which defer valuation determination until the priced round occurs (converting at that event). The first institutional priced round is typically called Series A; subsequent rounds follow alphabetically (Series B, C, D, etc.), though the naming is informal.

The pre-money valuation in a priced round is the company's agreed value before the new investment is added. Post-money valuation equals pre-money valuation plus the round amount. Ownership percentages are calculated on a fully diluted basis — including all issued shares, outstanding options, warrants, and the new shares being issued.

Legal documentation for a priced round is substantially more extensive than SAFEs or notes: the Certificate of Incorporation must be amended to create the new preferred stock series, and four or more related agreements govern investor rights. Total legal fees for a Series A range from $50,000 to $150,000, compared to $1,000–$5,000 for a SAFE.

Key terms negotiated in a priced round include: liquidation preference (1x non-participating is standard; 2x or participating preferred is more investor-favorable), anti-dilution protection (broad-based weighted average is standard), board composition, pro-rata rights, information rights, and registration rights for future liquidity events.

FAQs

What is the difference between pre-money and post-money valuation?

Pre-money valuation is the company's agreed value before new investment is added. Post-money valuation = pre-money + investment amount. If investors put in $5M at a $20M pre-money valuation, the post-money is $25M, and the investors own 20% ($5M ÷ $25M). Founders own less of a larger pie after investment.

What is a down round?

A down round is a priced funding round where the share price (or implied valuation) is lower than in a previous priced round. Down rounds are painful for founders and existing investors because they indicate declining company value and trigger anti-dilution provisions that compensate earlier investors by issuing additional shares, further diluting founders.

Who leads a priced round and what does it mean?

The lead investor in a priced round sets the term sheet, negotiates terms on behalf of all new investors, and typically takes a board seat. Leading requires doing full due diligence and taking price risk. Other investors follow at the same terms. Having a recognized lead investor (top-tier VC) is critical for Series A credibility and often enables follow-on investors to commit quickly.

Related Terms

Tools for this concept

AngelList Equity encompasses the equity management and investment infrastructure services that AngelList provides to startups, investors, and syndicates within its sprawling startup ecosystem. AngelList's position as the largest online platform for startup-investor connections gives its equity services unmatched distribution — millions of founders and investors interact through AngelList, making its equity infrastructure an natural extension of those relationships. The Stack product provides startups with US company formation, initial cap table setup, SAFE issuance, and banking in a bundled startup-in-a-box package. AngelList's SPV (Special Purpose Vehicle) service enables angel investors to pool capital and invest as a single vehicle into startups, with AngelList handling fund administration, K-1 generation, and regulatory compliance for each SPV. Rolling Funds allow investors to raise capital on a quarterly subscription basis, democratizing venture fund management for emerging managers. The equity management tools track option grants, vesting schedules, and cap table updates through the AngelList platform with integration into AngelList's broader investor and talent marketplaces. Carry tracking and distribution management handle the economics of SPV and fund investments. For founders deeply embedded in the AngelList ecosystem — using it for recruiting talent or raising angel rounds through syndicates — the equity management services create natural integration. For investors running multiple SPVs or building an emerging manager brand, AngelList's fund infrastructure eliminates significant operational complexity.

Gust is a startup investment platform that connects early-stage founders with angel investors, accelerators, and startup programs, providing equity management tools alongside the funding relationship infrastructure. Originally launched as the standard platform for organized angel investing globally, Gust has expanded to offer cap table management, online SAFE and note issuance, and equity documentation tools for pre-seed and seed-stage startups. The platform is used by thousands of angel groups, accelerators, and incubators globally as their standard application, evaluation, and portfolio management system — meaning many accelerator applications are submitted and processed through Gust by default. For startups, Gust provides a managed company profile that serves as a pitching document for investors browsing the platform. Cap table management covers basic equity tracking with support for SAFEs, convertible notes, and common stock. Online closing tools enable remote issuance of SAFEs and convertible instruments with electronic signature, reducing legal costs for standard seed financing documents. The launch package provides access to state-specific formation documents and standard legal templates. Gust's investor portal gives angels a portfolio management view across all their Gust-connected investments. While Gust lacks the equity management depth of Carta or Pulley for post-seed companies, it serves a specific and valuable role as the standard platform for the angel investing ecosystem — making it a natural first equity management tool for companies raising their first institutional money from angel groups and accelerator programs.

Qapita is an equity management and fintech platform serving startups and growth companies across Southeast Asia and India, providing cap table management, employee equity administration, and secondary share liquidity services adapted for regional markets. The platform covers equity management across Singapore, India, Vietnam, Malaysia, Indonesia, and other SEA markets, with jurisdiction-specific compliance for each country's company law, tax regulations, and securities requirements. Cap table management tracks equity across multiple share classes, convertible instruments, and option pools with real-time dilution calculation and shareholder analytics. Employee ESOP administration handles option grant documentation, vesting schedule tracking, exercise workflows, and the jurisdiction-specific tax compliance for employees in each covered country. The secondary marketplace capability is a distinctive feature — Qapita provides a liquidity platform where employees and early investors can sell equity in private companies, addressing the illiquidity problem that makes pre-IPO equity difficult to value for retention purposes. This secondary market functionality has particular relevance in Southeast Asia where IPO timelines are less predictable and employees may need liquidity options before an exit event. 409A equivalents and local valuation support cover the fair market value determinations required for option pricing in each jurisdiction. Integration with legal tools and cap table-aware document management simplifies the due diligence process for fundraising. For Southeast Asian and Indian founders managing equity complexity across multiple legal jurisdictions where US-centric platforms provide inadequate regional coverage, Qapita's multi-market expertise provides meaningful practical value.