Dilution: How it works (2024)

What is dilution and how does it affect start-up ownership?

When it comes to start-up equity, the concept of dilution can be a little tricky to wrap your head around. This article is going to break dilution down into a simple concept for you to understand so you're better equipped when giving away equity in the company.

So what is dilution?

When a company sells or gives away equity to investors, employees or advisors, it issues new shares (or new options, see the difference here). Through this practice, the existing shareholders end up owning a reduced proportion of the company, despite not selling any of their own shares during the funding round. This outcome is known as ‘Dilution’.

There are two core points to remember with dilution:

  1. New shares are created when bringing on investors or advisors. Rarely will you transfer existing shares.

  2. Ownership: The ownership percentage each shareholder will have after investment is found by:

Shares owned by Shareholder / Total Number of Shares Outstanding (including new shares)

Let’s use an example:

A start-up has two founders, that each own 50% of the business. The company has 100,000 shares outstanding meaning, the cap table looks like this:

Dilution: How it works (1)

So, each founder owns 50,000 / 100,000 = 50% of the company - easy!

Funding Round

Now the start-up is raising £100,000 in exchange for 20% of their business. The investor comes on board, and the company issues new shares to them as part of the funding round (the legals are all done through our funding round products for you!)

In order to receive the shares, the start-up creates new shares for the investor. The investor receives 25,000 new shares, making their ownership 25,000 / 125,000 = 20%.

We discuss the maths behind the 25,000 shares here (in the context of preemption), but the good news is that the SeedLegals platform takes care of all the maths for you!

Here's how the cap table will look now:

Dilution: How it works (2)

You’ll notice that both founders still own 50,000 shares each like before, but now they own a smaller slice of the overall company:

Founder Shares / Total Shares Outstanding = 50,000 / 125,000 = 40% each

In this funding round, each founder has been diluted by 10% each = 20% overall.

And that's all there is to dilution in early stage funding rounds!

Some additional points on dilution:

While we're here, we may as well cover all the bases.

What does the 'Fully Diluted' section on my SeedLegals Cap Table Mean?

When you create an option pool on SeedLegals, your cap table will change to reflect both the current shareholding and your fully diluted shareholding of each shareholder:

Dilution: How it works (3)

In this case, the fully diluted shareholding is the percentage of shares you will own when all the options in your option pool have been issued and converted into shares. The 'shareholding' is the percentage of shares you own as of the moment.


What dilution terms do I need to look out for?

In later funding rounds, shareholdings can become more complex and dilution can be harder to track. In particular, preferential terms like preemption and anti-dilution clauses are sometimes requested by investors. We have articles that explain those terms and other dilution-related items which are linked below. Preemption is standard, but if anti-dilution or non-dilution terms are being requested, please get in contact with our team to discuss.

If you have any questions that aren’t covered in this article, please click the chat bubble and one of our experts will be delighted to help explain or jump on a call!

For other related articles, please see:

Dilution: How it works (2024)

FAQs

What is dilution and how does it occur? ›

Dilution occurs when a company issues new shares that result in a decrease in existing stockholders' ownership percentage of that company. Stock dilution can also occur when holders of stock options, such as company employees, or holders of other optionable securities exercise their options.

What does 20% dilution mean? ›

If your startup completed a $5 million Series A on a $20 million pre-money valuation, (option pool aside) you would have 20 percent dilution, and everyone will own 20 percent less than they did before the transaction.

Do you lose money when shares are diluted? ›

A decrease in share value can cause a decrease in ownership percentage, voting power, and a company's overall earnings per share. Although share dilution appears to be all negative, it is often the result of a company raising capital through the issuance of new shares, which could lead to greater returns down the line.

How does dilution work for startups? ›

The phenomenon known as share dilution happens when a company does something to increase its number of shares outstanding. Increasing the number of shares means decreasing, or diluting, the ownership stake represented by each individual share.

What are the steps of dilution? ›

After reading the safety information, the following steps can be followed to create dilutions:
  • Gather the appropriate sized volumetric flask.
  • Add about 1/3 to 1/2 of the total volume of solvent needed to the flask using a funnel if needed.
  • Add the correct amount of stock solution to the flask.
Jun 15, 2021

What does 1 10 dilution mean? ›

To complete a tenfold dilution, the ratio must be 1:10. The 1 represents the amount of sample added. The 10 represents the total size of the final sample. For example, a sample size of 1 ml is added to 9 ml of diluent to equal a total of 10 ml.

What does it mean to dilute 1 to 1? ›

Most often when someone refers to a 1:1 dilution, what they mean is taking one volume (like. 100mls) and adding it to an equal volume of diluent (an additional 100mls) Diluting a sample by half, is a 1:2 dilution.

What does 5% dilution mean? ›

“The dilution factor is 5" “It was a 5 fold dilution” “It was diluted 1/5" These all mean the same thing, that there is 1 volume part of sample and 4 volume parts of whatever liquid is being used to dilute the sample for a total of 5 volume parts. CALCULATING THE CONCENTRATION.

What does 100% dilution mean? ›

For a 1:100 dilution, one part of the solution is mixed with 99 parts new solvent. Mixing 100 µL of a stock solution with 900 µL of water makes a 1:10 dilution.

Does dilution hurt the shareholders? ›

Dilution decreases each shareholder's stake in the company but is often necessary when a company requires new capital for operations. Convertible debt and equity can be dilutive when these securities are converted to shares.

What are the dangers of share dilution? ›

The Effects of Dilution

That may lead shareholders to believe their value in the company is decreasing. In certain cases, investors with a large chunk of stock can often take advantage of shareholders that own a smaller portion of the company.

Do stocks recover after dilution? ›

Dilution continues if the infusion of additional shares does not end up profiting the company, which then lowers the value of your investment. However, stock dilution as a short-term means of raising funds can sometimes benefit a company's earnings if the money from new investors makes the business more profitable.

How does dilution work in an LLC? ›

Dilution happens as the number of shares held by a person is static while the total number of outstanding shares (the denominator) grows (e.g. 1/1 = 100% | 1/10 = 10% | 1/100 = 1%). If you bring investors or others onto your company's cap chart dilution is unavoidable.

How much does a founder get diluted? ›

Aim for a dilution of between 15% and 20% per round. That's advice from Dan Green, partner at the global law firm specializing in tech Gunderson Dettmer. If you're going way beyond that or doing a lot of rounds, you can get way too diluted and kill your startup's financing prospects.

How do you calculate ownership after dilution? ›

You can do rough ballpark estimates for dilution from pre-money SAFEs as follows: Ownership = Investment / (Valuation + Investment). Note that all of the ownership calculations will be under-estimates because they assume the increase in the option pool is 0.

How do you dilute 10 to 1? ›

For example, a 10:1 ratio means you mix 10 parts water to 1 part chemical.

What happens when you dilute a solution? ›

Dilution is the addition of solvent, which decreases the concentration of the solute in the solution. Concentration is the removal of solvent, which increases the concentration of the solute in the solution.

How do you do a 1 in 5 dilution? ›

Answer: 1:5 dilution = 1/5 dilution = 1 part sample and 4 parts diluent in a total of 5 parts. If you need 10 ml, final volume, then you need 1/5 of 10 ml = 2 ml sample. To bring this 2 ml sample up to a total volume of 10 ml, you must add 10 ml - 2 ml = 8 ml diluent.

How do you dilute 10X to 1X? ›

Using this terminology, a “10X” stock might be diluted by adding 100 mL of the stock to 900 mL to produce a “1X” working solution.

What does 5 to 1 dilution mean? ›

The diluted material must be thoroughly mixed to achieve the true dilution. For example, in a solution with a 1:5 dilution ratio, entails combining 1 unit volume of solute (the material to be diluted) with 5 unit volumes of the solvent to give 6 total units of total volume.

What does it mean to dilute 2 to 1? ›

It means to dilute something in half. But many times it will be written as 1:2. These two forms are actually not equal, despite the fact that they are used interchangeably in the laboratory. One is a dilution and the other is a ratio. In the scientific literature, if you see “1:2”, it means to add 1part to 2 parts.

What does 3% dilution mean? ›

Therefore a 3% dilution equals to 18 drops of essential oil combined with one ounce of carrier oil. In a 3% dilution, your essential oil makes up 3% of the blend and the carrier oil makes up 97%.

What does dilute 1 to 3 mean? ›

The diluted liquid needs to be thoroughly mixed to achieve true dilution. If you have a 1:3 dilution, i.e., a 1:3 dilution ratio, this means that you add 1 unit volume of solute (e.g., concentrate) to 3 unit volumes of the solvent (e.g., water), which will give a total of 4 units of volume.

What does 1 to 9 dilution mean? ›

The dilution ratio, such as “1 + 9”, means you need 1 part of concentrate to 9 parts of water.

What does 10x dilution mean? ›

A 10x dilution is obtained by mixing 1 part of a sample with 9 parts of a diluent so that the new solution is 10 times (10x) less concentrated than the original solution. The 10x dilution can then be diluted by a factor of 10 again by mixing it with 9 more parts of the diluent.

What does 1 in 20 dilution mean? ›

A 1:20 dilution implies that you take 1 part of stock solution and add 19 parts of water to get a total volume of diluted solution equal to 20 times that of the stock solution.

How do you dilute 100X to 1X? ›

a) To get from 100X to 1X, the dilution factor is 100 (think of it was what do you divide 100 by to get to 1). So once you know this, divide 1 M by 100, to give you 0.01M or 10 mM.

What is a 50% dilution? ›

50 percent dilution means that 50 percent of the material is the ore zone pulled off the face and 50 percent is quartz-carbonate gangue and minor wall rock external from the stibnite-quartz-gold vein. The entire diluted zone would be transported to the surface and run through the mill.

How do you dilute 20 to 1? ›

Lets do a dilution ratio of 20:1. We add the ratio numbers: 20+1 and this gives us 21. Then we divide 128oz by 21 and that gives us 6.09 ounces of chemical and the rest would be the water for a total of 128oz.

Is dilution a good thing? ›

Understanding Stock Dilution

It is important to realize that stock dilution is not necessarily a bad thing – any new investment should aim to increase the value of the whole, so that even if your percentage ownership goes down, the pie should get bigger so that your share of the pie could actually be worth more.

What protects investors from dilution? ›

Anti-dilution provisions act as a buffer to protect investors against their equity ownership positions becoming diluted or less valuable. This can happen when the percentage of an owner's stake in a company decreases because of an increase in the total number of shares outstanding.

How do you tell if a stock is being diluted? ›

What's the Difference Between Basic and Diluted Shares? Basic shares are the shares that are already issued. They are a part of the stock's outstanding shares. Diluted shares are the shares that would be added if warrants, convertible bonds, and new shares issued through stock offerings were exercised.

Is it illegal to dilute stocks? ›

However, the other shareholders might vote to issue additional stock to new owners, which can result in your ownership percentage going down. When this occurs, there has been a “dilution of ownership.” Under the law, this dilution of ownership may be completely legal.

What are the advantages of share dilution? ›

Advantages of Stock Dilution

For an organization that wants to reduce external ownership, dilution helps increase internal ownership by issuing additional stocks to its employees.

Why is dilution so important? ›

Importance of Dilution

A dilution can be used to not only lower the concentration of the analyte being tested so that it is below acceptable limits but also to help minimize interferences from other compounds in the sample that could artificially change the analysis.

How much equity do you need to dilute? ›

If you give away too much to attract specific people, you end up diluting yourself and your investors more than you need. Most startups reserve between 10 percent and 20 percent of equity for their option pools.

What happens if I sell stock at loss and buy it again? ›

The wash-sale rule states that, if an investment is sold at a loss and then repurchased within 30 days, the initial loss cannot be claimed for tax purposes. So, just wait for 30 days after the sale date before repurchasing the same or similar investment.

Do dividends cause dilution? ›

The stock dividend increases the number of shares outstanding, just as a stock split does. With all other things remaining the same, the stock price will fall. Therefore, a stock dividend and a stock split both dilute the stock's price.

What happens to assets when LLC dissolves? ›

The Tax Implications of Dissolving Your LLC

However, all assets will have to be liquidated and proceeds should be distributed to the members. Any profits from the liquidation will be taxed on each member's final tax return for the last year the business operated.

How do you stop a dilution in an LLC? ›

Practically speaking, the only way to actually prevent dilution is to be the sole owner of your corporation or LLC. Though for founders who intend to take any outside investment, the key is to only grant equity in exchange for something (or someone) that will generate more value than what is given up.

Can an LLC own 50% of another LLC? ›

An LLC can own multiple LLCs, this is no problem. It is commonly referred to as a parent-child setup, or a holding company with subsidiaries. Generally a unique subsidiary is formed for each revenue stream or asset. Yes, an LLC can own 50% of another LLC - it can also own 100% or 1%.

Does dilution change market cap? ›

The share float absorbs the new shares of the stock, although the market cap does not change due to the dilution.

Can ownership be diluted? ›

Dilution is what happens when an ownership stake in a company is reduced because of a new share issue or the exercise of stock options. Whenever a company issues new shares, it translates into a smaller piece of ownership for existing stockholders.

Do startup employees get diluted? ›

The simple answer is that startup employees should expect stock dilution, but the amount can differ significantly depending on factors like the size of the company and the current funding round. Dilution can be more extreme through funding rounds for those with large stakes, such as founders.

What happens if you own more than 50% of a company? ›

A majority shareholder is a person or entity who holds more than 50% of shares of a company. If the majority shareholder holds voting shares, they dictate the direction of the company through their voting power.

What does 5% ownership mean? ›

If the employer is a corporation, a 5% owner is any person who owns more than 5% of the outstanding stock of the corporation or possesses more than 5% of the total combined voting power of all stock of the corporation.

What does 10% ownership of a company mean? ›

A principal shareholder is a person or entity that owns 10% or more of a company's voting shares. Principal shareholders have significant influence over a company, allowing them to vote on appointing the (CEO) and board of directors.

What is dilution very short answer? ›

Dilution is the process of decreasing the concentration of a solute in a solution, usually simply by mixing with more solvent. To dilute a solution means to add more solvent without the addition of more solute. ... If one adds 1 litre of water to thissolution the salt concentration is reduced.

What is dilution and example? ›

Dilution is the process of reducing the concentration of a given solute in its solution. The chemist can do it simply by mixing with more solvent. For example, we can add water to the concentrated orange juice to dilute it until it reaches a concentration that will be pleasant to drink.

How do you do dilutions in chemistry? ›

The formula for calculating a dilution is (C1) (V1) = (C2) (V2) where...
  1. C1 is the concentration of the starting solution.
  2. V1 is the volume of the starting solution.
  3. C2 is the concentration of the final solution.
  4. V2 is the volume of the final solution.

What does dilution mean example? ›

Dilution refers to when a company issues new shares of stock after its initial public offering (IPO) and the existing shares decrease in value. Think of dilution as cutting slices of a pie into smaller pieces: the pie itself doesn't decrease in size, but each individual piece is worth a bit less.

What is the purpose of diluting a solution? ›

Dilution is the process of decreasing the concentration of a solute in a solution, usually simply by mixing with more solvent like adding more water to the solution. To dilute a solution means to add more solvent without the addition of more solute.

Is dilution only with water? ›

Dilution is when you add a solvent to a solution. In A level Chemistry, dilution only occurs with water. The amount of water added to a solute will change its concentration. A solution that is concentrated has less water added to it.

How do you calculate dilution ratio? ›

The Calculation
  1. As a rule, add the ratio numbers together.
  2. Next, determine the size of the container the product will be diluted in. ...
  3. Take your container volume and divide that by your added ratio.
  4. Subtract your product measurement from your container size.
  5. Mix the two together and voilà!
Mar 12, 2021

What does it mean to dilute 20 to 1? ›

A 1:20 dilution implies that you take 1 part of stock solution and add 19 parts of water to get a total volume of diluted solution equal to 20 times that of the stock solution.

What does a 1 to 5 dilution mean? ›

SIMPLE DILUTIONS:

A 1:5 dilution really means - one part, in a total of 5 parts. If 1ml is added to 4mls, you are creating a mixture with 5 total parts (see figure 1 below). This might also be referred to as a 5 fold dilution.

How do you calculate dilutions quickly? ›

Using C1V1 = C2V

To make a fixed amount of a dilute solution from a stock solution, you can use the formula: C1V1 = C2V2 where: V1 = Volume of stock solution needed to make the new solution. C1 = Concentration of stock solution. V2 = Final volume of new solution.

What does 4% dilution mean? ›

A 1:4 dilution ratio means that a simple dilution contains one part concentrated solution or solute and four parts of the solvent, which is usually water.

How do you make a 1 20 dilution? ›

For example, a 1:20 dilution converts to a 1/20 dilution factor. Multiply the final desired volume by the dilution factor to determine the needed volume of the stock solution. In our example, 30 mL x 1 ÷ 20 = 1.5 mL of stock solution.

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