Down Round

What is a Down Round?

A Down Round is a financing event in which a company raises capital by issuing new shares at a lower valuation than in a previous funding round.

In simple terms, it means the company is now considered less valuable than before — which can signal declining investor confidence, poor performance, or changing market conditions.

Understanding with an Example

In Series A, a startup raised funds at a ₹100 crore valuation.

A year later, in Series B, it raises more funds — but at a ₹75 crore valuation.

This Series B is called a Down Round because the valuation went down.

Why Do Down Rounds Happen?

Reason	Explanation
Business Underperformance	Revenue or user growth did not meet expectations.
Economic Conditions	Market slowdown or sector-wide funding crunch.
Overvaluation in Previous Round	Prior investors may have paid too much.
Cash Burn Issues	High expenses with little traction may push a company to raise money at lower terms.

Impact of a Down Round

1. Share Dilution
   New investors get a bigger chunk of the company for less money, which dilutes existing shareholders’ equity.

2. Lower Morale
   It can negatively impact employee morale, especially if they hold stock options that now seem less valuable.

3. Investor Confidence
   A down round might indicate red flags, making it harder to attract future funding.

4. Triggering Anti-Dilution Clauses
   Existing investors may have anti-dilution protections, which give them additional shares to maintain their value — worsening dilution for common shareholders.

Anti-Dilution Protection: A Key Element

Many venture capital investors include anti-dilution clauses in their term sheets. The most common types are:

• Full Ratchet: Old investors get shares as if they had invested at the new (lower) price.
• Weighted Average: Adjusts old investors’ share price based on how many new shares are issued.

These clauses soften the impact for earlier investors, but increase dilution for founders and employees.

Down Round vs Flat Round vs Up Round

Type	Definition
Down Round	New funding at a lower valuation than last round
Flat Round	New funding at the same valuation as last round
Up Round	New funding at a higher valuation than last round