RoundOS · Section
Terms and allocation
Round-design choices, investor rights, and allocation constraints that shape the next financing.
Terms and allocation
A down round is a repricing, not a verdict on the company
A flat or down round is survivable. The story you attach to it decides whether the team, board, and candidates keep confidence.
Terms and allocationLiquidation preference: the clause founders ignore
Valuation decides signing day. Liquidation preference decides exit day, especially in the modest exits founders rarely model.
Terms and allocationHow investors triangulate valuation from comps
Your valuation is a comp set adjusted for the risks you have or have not removed.
Terms and allocationA party round is a cap table full of spectators
A fast stack of small checks can close the round while leaving no lead, champion, or follow-on capacity.
Terms and allocationPro rata rights matter when things go well
Pro rata rights are allocation promises that get expensive when your next round is oversubscribed.