Priced and Unpriced Financing Rounds: What are the Differences? -… (2024)

So, how do you get funding for your startup? Amidst the avalanche of new terminology you may be hearing as the founder of a startup, you’ve almost certainly heard the terms priced round and unpriced round.

Below, I’ll break down what those terms mean and what types of fundraising term sheets and equity agreements are used for both types of rounds. In the timeline of startup funding, an unpriced round typically comes before a priced round, although some companies will fundraise with a priced round right out of the gate.

In this article you'll find information on:

  • Unpriced rounds: SAFEs vs convertible notes
  • Priced rounds: Preferred shares
  • Legal Differences Between Priced and Unpriced Rounds

Use Capbase to raise funds from investors 💰

Our software simplifies and automates the dull elements of the fundraising process:1. Use our pre-filled templates, document room, and visualisations of future dilution 2. Get ready for an early-stage financing round

Unpriced Rounds: SAFEs vs. Convertible Notes

At the early, pre-revenue stage and sometimes later on, most tech entrepreneurs fund their businesses with an unpriced round composed of convertible equity in their startup. Almost every founder uses either Convertible Notes or their counterpart, SAFEs (Simple Agreement For Future Equity, sometimes Y-Combinator SAFE).

Convertible notes operate as a form of debt, with a maturity date and interest rate. SAFEs lack either of these features, and are more like a form of bond.

Rather than be paid back in kind, these equity instruments will be converted to stock at a certain discount to the valuation given at the time of the next priced round. Thus, they’re often called convertible debt financing (or "debt instruments") as a whole.

(The way a SAFE converts depends on whether it's based on pre-money or money valuation. For more info, check out How do SAFEs and Convertible Notes Convert in a Priced Round?)

In this initial priced round, you’ll raise capital by selling shares of preferred stock to investors at a specific valuation. You may also give a board seat to a large investor if they are providing an outsized portion of the funding. As an early stage company, you likely don’t need to worry about this yet.

You may have seen early unpriced rounds referred to as Seed Rounds—the designation Series Seed often, but not always, refers to a priced round. It’s important to note that unpriced rounds don’t come with a valuation, but both convertible notes and SAFEs do come with a valuation cap, which performs a similar function to other valuation methods, though legally it is not one.

In unpriced rounds, unlike some friends and family funding rounds, investors do not immediately receive shares for the amount of money put into the company.

Despite the cost, there are some people who will argue that a Series Seed priced round is preferable to an unpriced round for early stage financing. These arguments largely revolve around the setting of the valuation cap.

In the case that the valuation cap is set too high, note holders may only receive their discount and little more in return for rather sizeable investments—not a terribly favorable deal from their perspective. In the case the cap is set too low, founders can expose themselves to serious dilution effects.

Another concern that has been raised regarding unpriced rounds is that inexperienced founders will issue notes or SAFEs without considering dilution effects on the cap table and the next round, which can cause what’s sometimes called a “dilution waterfall”.

Capbase has sophisticated tools specifically created to help you visualize dilution effects caused by the issuing of notes and SAFEs, making this far less of a problem.

Priced Rounds: Series Funding

Priced rounds involve fundraising by selling a portion of stock at a certain price. In order to do this, your company must receive a formal valuation called a 409a valuation. Priced rounds involve the issuance of a new class of shares in your company, preferred shares.

Preferred shares are called “preferred” because they have liquidation preferences over common shares (also called common stock), which simply means the holders of preferred shares must be compensated for their investment before holders of common shares.

While they sometimes do, preferred shares do not necessarily correspond directly in number to common shares they represent and exist independent of the existing pool of common shares.

The first priced round is also when many companies will grant their first external board seat to an outside shareholder. Typically this board member is the lead investor, who has contributed the largest amount of capital and handled the largest portion of the due diligence work for vetting the investment deal.

When there is a mass of smaller investors rather than one large VC or angel investor, a board seat probably won’t be awarded.

For most companies, Series A is the first of the priced rounds, though increasingly some companies have found it helpful to raise early stage funding through a priced “Series Seed” round, which takes the place of the unpriced Seed stage. The terms sheets governing priced rounds vary in complexity, with Series Seed being the simplest and each subsequent series (i.e. Series A, Series B, etc) increasing in complexity.

Term sheets are typically created by investors rather than companies—many east coast-based VC funds use boilerplate documents from the NVCA (National Venture Capital Association) as the basis for their Series A term sheets.

Legal Differences Between Priced and Unpriced Rounds

A priced round requires an SEC filing which details the stock offering, including items like how many shares were offered for sale, at what price, and the identities of the purchaser or purchasing entity.

Unpriced rounds do not require such a filing—the terms and agreements behind convertible notes and SAFEs are simple and thus there is less negotiation involved in reaching an agreement. As a result, legal fees for unpriced rounds will typically be a fraction of the cost of priced rounds. As part of priced financing rounds, companies typically pay their investors’ legal fees.

Summary

  • Unpriced rounds do not entail valuations; priced rounds do.
  • Unpriced round fundraising is typically conducted with convertible notes and SAFEs.
  • Priced round funding (e.g. Series A, Series B, Series Seed etc…) requires significantly more legal work, and filing with the SEC.
  • Priced rounds create a new class of stock, preferred stock, and may entail the on-boarding of outside board members.
  • Capbase simplifies the process for both convertible notes and SAFEs by providing pre-filled templates and visualizing future dilution on the company’s cap table.
Priced and Unpriced Financing Rounds: What are the Differences? -… (2024)

FAQs

What is the difference between priced and unpriced rounds? ›

Unpriced rounds do not entail valuations; priced rounds do. Unpriced round fundraising is typically conducted with convertible notes and SAFEs. Priced round funding (e.g. Series A, Series B, Series Seed etc…)

What is the difference between SAFE and priced round? ›

The future priced round is used to determine the price of the shares that the investor will be issued. SAFEs usually have a valuation cap (eg $5M) and a discount (eg 20%) to determine the price and shares that the investor will be issued as part of the future priced round.

What is an unpriced seed round? ›

Unpriced investment rounds are when investors contribute money to a firm (often seed or early-stage) in exchange for a discount on the company's stock in the succeeding “priced round”.

What is the main idea of an unpriced round? ›

Unpriced Round: In an unpriced round the instrument converts at a future date, based on some yet-to-be-determined price.

What is a pricing round? ›

A priced round is an investment in your startup based on a negotiated valuation. You offer investors shares of equity in exchange for the money they give you during a pricing round, such as a Series A round.

What does it mean to price a round? ›

In a priced round, investors purchase newly issued stock in a company at an agreed-upon price per share. A priced round is more a type of financing structure than a type of round, though it can be helpful to refer to raising a priced round as different from having raised through other types of financing structures.

Can a seed round be a priced round? ›

A seed round is often raised on a convertible note, due to the difficulty of setting a specific valuation on an early venture; however, many seed rounds are also priced rounds. Startups frequently have more than one seed round of funding.

What does SAFE round mean? ›

And put simply, it's an instrument where the investor will give you money now in exchange for a promise from the company to give shares to the investor at a future date when you raise money on a priced round. There are minimal negotiations with a SAFE.

What is the difference between risky and risk free investment? ›

The risk-free rate of return reflects the return on such an asset and is often used as a reference for returns on other assets. Risky assets have higher returns than the risk-free rate since the risk carried by them must be compensated.

What is the difference between pre-seed and seed round? ›

What Exactly is the Difference Between a Pre-Seed and Seed Round? The goal of the pre-seed is to demonstrate that your product fulfills a market need. In contrast, the seed round is raised for the purpose of proving product-market fit.

What is the difference between angel round and pre-seed round? ›

Angels are generally individuals where venture funds who invest in pre-seed and seed stages are organizations that invest full time. You want to put together the best syndicate of angels, pre-seed, or seed investors who are great investors that you can work with for the long term.

What does pre-seed round mean? ›

Pre-seed funding, as the name suggests, is an investment round that is secured pre-product market fit and pre-revenue. It comes right at the start of the startup's life, when the founders are being fueled by great ideas and plenty of coffee, but have yet to start to make inroads in developing the product.

What does a round of funding mean? ›

A round financing is funding that a startup receives from private equity investors or venture capitalists. It is normally the second stage of financing after seed capital and the first major funding round in the venture capital stage.

What is a down round in fundraising? ›

What is a down round? A down round is when a company raises a financing round of venture capital funding and the pre-money valuation of the company is lower than the post-money valuation of the previous round. Down rounds are different from bridge rounds, which help founders extend their last round of fundraising.

What is the definition of funding round? ›

Funding rounds are the number of times a startup goes back to the market to raise more capital. The goal of every round is for founders to trade equity in their business for the capital they can utilize to advance their companies to the next level.

What are the 4 types of pricing? ›

What are the 4 major pricing strategies? Value-based, competition-based, cost-plus, and dynamic pricing are all models that are used frequently, depending on the industry and business model in question.

What are the three types of pricing? ›

In this short guide we approach the three major and most common pricing strategies:
  • Cost-Based Pricing.
  • Value-Based Pricing.
  • Competition-Based Pricing.
Sep 19, 2017

What are the 4 pricing options? ›

Definition: Apart from the four basic pricing strategies -- premium, skimming, economy or value and penetration -- there can be several other variations on these.

How long does a priced round take? ›

While a full priced round typically takes between 3 and 6 months, or even longer, notes can be issued as quickly as 1 day, securing funds quickly for the company. This is possible because when issuing notes, the incoming investors are likely to skip the full-fledged due diligence process, which usually takes months.

What is the difference between seed round and series A? ›

Series A funding comes after there is already a product and obvious traction. Seed funding is usually the first round of funding and raises a small amount of capital. In series A, the startup receives more capital to support future growth.

Do you round up prices? ›

Unlike the Cost related to a product, which can extend to several character places beyond the decimal, Pricing will always round to the second place past the decimal (because your Customer can't pay a denomination less than a penny).

How much money is good for a seed round? ›

Seed rounds are typically between $2–$5 million with a post-money valuation between $20–$30 million. Though some seed funding is done on Simple Agreement for Future Equity (SAFEs) and convertible notes, the seed round is often the first round of equity financing.

How much should I give away in seed round? ›

How Much Equity Should be Given Away in a Seed Round? A general rule of thumb is giving away between 10-20% equity during a seed round. This may likely be to angel investors who are willing to put in checks right at the origin of a company during the early stages.

What is a good seed funding round? ›

For some startups, a seed funding round is all that the founders feel is necessary in order to successfully get their company off the ground; these companies may never engage in a Series A round of funding. Most companies raising seed funding are valued at somewhere between $3 million and $6 million.

What is the safest stock investment? ›

Dividend-paying stocks

Dividend stocks are considered safer than high-growth stocks, because they pay cash dividends, helping to limit their volatility but not eliminating it. So dividend stocks will fluctuate with the market but may not fall as far when the market is depressed.

Can an LLC use a SAFE note? ›

Quick Note about SAFEs and your startup corporate structure:

SAFE agreements are not meant for LLCs. SAFE is an stock equity investment tool, and LLCs don't have stock! LLCs have a different legal structure and different requirements from traditional C-corporations.

What is an uncapped SAFE? ›

An uncapped SAFE as you might expect from its name, is a SAFE without a valuation cap 🚫🧢. Without a cap, the only feature that determines the conversion price of a SAFE is a discount.

Is risk-free rate the same as risk-free return? ›

Risk-free return is the theoretical return attributed to an investment that provides a guaranteed return with zero risks. The risk-free rate of return represents the interest on an investor's money that would be expected from an absolutely risk-free investment over a specified period of time.

What is considered risk-free? ›

key takeaways

A risk-free asset is one that has a certain future return—and virtually no possibility they will drop in value or become worthless altogether. Risk-free assets tend to have low rates of return, since their safety means investors don't need to be compensated for taking a chance.

What is the difference between risk limit and risk capacity? ›

Your risk tolerance is a measure of how much risk you're willing to accept. Your risk capacity is how much risk you're financially able to accept. Risk tolerance is based on a gut check. It's your best guess about how you'll react emotionally when the value of your investment fluctuates.

How long is a pre-seed round? ›

Pre-seed duration is about 3 to 9 months while the seed funding period is 12 to 18 months. Seed funding investors are typically bigger companies while pre-seed investors are usually family members, relatives, and small-time investors.

Do you need a pre-seed round? ›

While pre-seed funding isn't the best option for every startup, it's often ideal for businesses in their early stages. Consider whether this type of funding is right for your business before getting started. It could be the key to a successful launch if you have a winning idea and a working prototype.

How long should a pre-seed round be? ›

At the pre-seed stage you'll want at least 12 months of runway, but as you mature you'll want to aim for 24-36 months to provide you leverage in the form of time and capital required to find product-market fit and justify a higher valuation to continue resourcing your growth.

What is the difference between seed round and venture round? ›

A seed round typically comes after an angel round (if applicable) and before a company's Series A round. Venture - Series Unknown: Venture funding refers to an investment that comes from a venture capital firm and describes Series A, Series B, and later rounds.

What is the difference in seed rounds? ›

The key difference between each round is the type of investor you'll be working with. Seed rounds are typically raised from friends, family, and angel investors, while Series A and B rounds are raised from venture capitalists. Another key difference is the amount of money you can expect to raise.

What is a seed round used for? ›

A seed round is used to demonstrate your product, service, or team can seize a market. A series A round is used to scale the product, service, or team to attack and scale in your market (or a new market).

What is the average seed round size in 2023? ›

After peaking in 2022 at $2.5 million, the median U.S. seed round dipped to $2.3 million in Q1 2023. The average dipped slightly from $3.7 million to $3.6 million. Of course, that's still far above where those deal sizes were less than a decade ago.

How to value your startup at Pre-Seed? ›

There are several key factors to consider when performing a pre-seed valuation, including the stage of the company, the size of the market, the traction that the company has generated, and the team behind the company. The stage of the company is perhaps the most important factor to consider in a pre-seed valuation.

How much money is raised in Pre-Seed round? ›

Generally, the amount raised during a pre-seed round ranges from $50-250k. To decide on an amount to be raised, a plan is developed consisting of quantifiable milestones that have to be achieved and the cash required for it. The first step is to gauge the amount that the market will be interested in providing.

What is a Series 1 funding round? ›

Series A financing refers to an investment in a privately-held start-up company after it has shown progress in building its business model and demonstrates the potential to grow and generate revenue. It often refers to the first round of venture money a firm raises after seed and angel investors.

How do financing rounds work? ›

The funding round meaning refers to the rounds of funding that startups go through to raise capital. The startup company will go through several rounds of valuation that will increase as a startup proves its increasing probability of success, customer base growth, and proof of concept.

What are the three stages of funding? ›

There are three startup stages: early-stage, venture-funded (growth) stage and late stage. Moving from early-stage to venture-funded (growth) stage is well delineated, but other phases are only loosely defined.

What is an example of a down round financing? ›

A down round is when the company accepts a lower post-money valuation than at its previous financing. For example, valuing the same company at $13 million for its Series D would be a down round.

What is the difference between flat round and up round? ›

If a follow-on (subsequent) round of financing involves selling shares below the first-round price, then it is a down round. Selling at the same price gives us a flat-round, and a higher price (best of all) is an up-round.

How long should a funding round last? ›

As a general rule of thumb, funding should last somewhere between 12 and 18 months. It should be enough capital to allow you to comfortably hit your goals and forecast you laid out during your pitching and fundraising process.

Who leads a funding round? ›

A lead investor is an individual or organisation who willingly takes on the role of spearheading an investment round for a startup. They do this by putting up a significant portion of the total amount being raised and also leading the negotiations.

What does it mean when a round is oversubscribed? ›

Oversubscribed means that you get more investors or money offered than you asked for. For example; you set up a campaign to raise a $2M pre-seed round and had many investors interested, and offering to put in $3M or more. Turning them down may not feel or be great.

What does rounds of investment mean? ›

A round financing is funding that a startup receives from private equity investors or venture capitalists. It is normally the second stage of financing after seed capital and the first major funding round in the venture capital stage.

What does rounds mean economics? ›

Private companies raise capital through a series of funding phases, referred to as rounds. Ideally, the initial round should raise the capital needed where subsequent rounds are not required.

What is oversubscribed financing? ›

Oversubscribed is a term used when the demand for a new issue of stock is greater than the number of shares available. When a new issue is oversubscribed, underwriters or other financial entities offering the security can adjust the price upward or offer more securities to reflect the higher-than-anticipated demand.

How startup financing rounds get oversubscribed? ›

A company's campaign is “oversubscribed” when they get more commitments to invest than they planned to close on. For example, a company can legally raise up to $5M through some types of crowdfunding in one year. So companies may set a lower funding goal so that they don't breach that cap.

What is undersubscribed vs oversubscribed? ›

Undersubscribed offerings are often a matter of overpricing the securities for sale or on account of poor marketing of the securities to potential investors. This situation is also known as an "underbooking," and may be contrasted with oversubscribed when demand for an issue exceeds its supply.

What are the 4 rounds of funding? ›

Startup companies go through 4 main funding rounds: seed, series A, series B, and series C. After that, they can reach an IPO and be listed on the public stock exchange so any investors can contribute to raising capital.

Why do companies go through funding rounds? ›

Funding rounds are the number of times a startup goes back to the market to raise more capital. The goal of every round is for founders to trade equity in their business for the capital they can utilize to advance their companies to the next level.

What is the rule of 7 in fundraising? ›

Experts recommend connecting with your donor seven times during the year so that when you are ready to make an ask the following year, the donor is confident in your mission and leadership. This simple yet effective concept is known as the “Rule of 7”.

How do you prevent down rounds? ›

The best way to avoid down rounds is to be prudent and strategic when raising funds. As Y Combinator points out, the temptation to raise as much money as you can is very strong for startups, particularly as large valuations and capital raises are celebrated as markers of success.

What is the difference between up round and down round? ›

What Is the Difference Between Up Rounds and Down Rounds of Financing? Both up rounds and down rounds are effective ways of raising capital, but the amount of capital raised differs. If the pre-money valuation increases, it is an up round, but if it actually decreases, it is a down round.

Why are rounds important? ›

Rounds are a way to share important information about a patient's medical condition with the members of the healthcare team who are responsible for the patient's care. During rounds, we examine the patient's medical problems, treatment plan and response to treatments.

What are the four 4 factors of production? ›

Economists define four factors of production: land, labor, capital and entrepreneurship. These can be considered the building blocks of an economy.

What is the definition for round and examples? ›

round adjective (CIRCULAR)

shaped like a circle or having a surface like part of a ball: They sat at a round table. She held up a round mirror.

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