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Everything You Need To Know About Managing Share Dilution As An Early-stage Startup

Navigating the challenges of share dilution during fundraising for startups

Understanding the complexities of startup financing and equity dilution

Raising funds is a critical step for any early-stage startup. However, with the influx of capital comes the inevitable reality of share dilution. In this blog post, we’ll explore what share dilution is, how it works, and strategies for minimizing its impact on your ownership in the company.

How does share dilution works in Startups?

Share dilution is a situation in which the ownership proportion of current shareholders decreases when new shares are issued or reserved. It occurs in startups during significant events such as fundraising campaigns or the creation of an employee option pool.

For example, imagine you are the sole shareholder of a business with 10,000 shares. As the business grows, you decide to create a pool of 1,000 employee stock options and offer 2,000 shares to an investor in exchange for funding. This results in share dilution, reducing your ownership to 77% (10,000/13,000) and increasing the total number of company shares to 13,000.

Share dilution not only affects your ownership of the company but also your financial investment and influence over the firm. In the following sections, we’ll examine two popular early-stage fundraising strategies – SAFEs and pricing rounds – and their impact on share dilution.

Understanding Diluted Equity and SAFEs in Startups

Raising funds for a new business can be a challenge, and one popular method is through a Simple Agreement for Future Equity (SAFE). However, dilution of equity is a common concern among entrepreneurs who use SAFEs. In this article, we’ll explain how dilution of equity works in SAFEs, the impact of different SAFE types, and the role of valuation caps.


How does dilution of equity work in SAFEs?

Dilution of equity in SAFEs occurs when the company raises funds from investors in return for future shares of stock. The ownership proportion of current shareholders decreases as a result of the issuance of new shares. This dilution is delayed until the next approved financing round (usually Series Seed or Series A) when a new valuation of the company is established.


2 SAFE Key Factors to Consider:

  • Type of SAFE: The ownership proportion of each investor is known with pre-money SAFEs after the next round of funding is raised. This can be less dilutive for founders, as everyone’s ownership becomes diluted simultaneously. On the other hand, post-money SAFEs let investors lock in the proportion of the firm they will control before more investors join in a priced financing round, which is preferred by many investors but typically less founder-friendly.
  • Valuation Cap: A valuation cap is a common feature of SAFEs that protects investors by setting the highest value at which their funds can be converted into equity shares. If the value of the business exceeds the SAFE valuation cap at the time of the seed round, SAFE investors will receive a lower price-per-share and more shares for their initial investment compared to seed round investors.


In conclusion, SAFEs can be a convenient method of obtaining early-stage funding for startups, but it’s important to understand the potential impact of dilution of equity and the role of key factors like the type of SAFE and the valuation cap. By considering these factors, entrepreneurs can make informed decisions and minimize dilution of equity when raising funds through SAFEs.

Round pricing and equity dilution

Financing a priced round is typically a lengthier and more complex procedure than raising a SAFE round, but equity dilution is simpler to determine. In a priced round, investors pay you a specific sum for a predetermined number of shares depending on the agreed-upon firm valuation.

Dilution can happen throughout pricing rounds and when you issue additional investor shares. When you raise a priced round, these three factors—the kind of valuation, convertible securities, and your option pool—can dilute equity.


Convertible instruments were supplied before your round

If you raised money via SAFEs or other types of convertible instruments, your priced round is usually when all these convert into equity. As you figure out how much money you want to raise and how much of your company you can afford to give away, factoring in the shares you owe to all your SAFE holders will give you a more holistic view of equity dilution.

How to reduce dilution of shares

To minimize dilution, startups can consider several strategies such as:

Maximizing the valuation of the company by demonstrating strong financials and growth potential to attract investors.
Delaying fundraising until the company has reached specific milestones or has become more established, allowing for a higher valuation.

Choosing the right type of financing, such as debt financing or convertible notes, which do not immediately result in the issuance of new shares.

Negotiating favorable terms in investment agreements, such as anti-dilution provisions or pre-emptive rights, to protect existing shareholders’ ownership.
By implementing these strategies, early-stage startups can reduce dilution and maintain more significant ownership stakes for their founders and early investors.

However, it’s essential to strike a balance between minimizing dilution and raising enough capital to fuel growth.


Only raise what you require to advance your firm

t’s important to raise only the amount of capital you need to take your business to the next level. Remember, the more you borrow, the more your company’s shares will be diluted.

So, it’s crucial to plan carefully and set a budget that will help you achieve your business goals without overburdening your company with excessive debt. This will not only prevent you from losing control of your company but will also help you attract future investors who are interested in seeing a healthy balance sheet.

In short, keep a close eye on your company’s equity, and make sure you’re raising only what you need to succeed. With a well-planned budget and a clear vision, you’ll be well on your way to building a successful and sustainable startup.


Take your time

Spend time reviewing the terms and conditions before signing a term sheet or SAFE. Your current choices will have long-term effects.

At Lazo, we understand the complexities of startup financing and equity dilution. Our legal team is here to help you navigate these challenges and achieve your goals. If you’re looking for guidance on how to reduce equity dilution in your startup, please don’t hesitate to reach out by scheduling a call with us. We’d love to hear from you!

The Lazo Team💜.

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