How It Works
- 1
Investor buys shares at $10/share
- 2
Company later raises ANY money at $8/share (down round)
- 3
Full ratchet: ALL investor shares reprice to $8
- 4
Investor effectively gets free shares to compensate
- 5
Founder and common stock bear 100% of the dilution
Key Mechanics
Triggers on any lower-priced issuance (even small amount)
Weighted-average is the standard alternative
Broad-based vs narrow-based affects severity
Pay-to-play provisions can offset harsh anti-dilution
Regulatory Context
Standard contract provision. NVCA model documents use broad-based weighted average as fair compromise.