The priced round
Preferred stock at a price per share, on the NVCA documents: Northwind's planned Series Seed.
In a priced round investors buy a new series of preferred stock — Series Seed, Series A — at a price per share set by the pre-money valuation, on a term sheet that the definitive documents implement. Most US venture rounds are papered on the NVCA's model documents: a certificate of incorporation, a stock purchase agreement, an investors' rights agreement, a voting agreement and a right of first refusal and co-sale agreement.
Priced round
- Good at
- A real price for everyone, and SAFEs and notes convert
- Preferred terms are standard (NVCA)
- Clean cap table for the next round
- Watch for
- Legal work and time: a charter amendment, several agreements, a closing
- Investors get control rights — board seats, protective provisions
- A price that later rounds must beat
- Best for
- A lead investor ready to set a price; typically a larger round
Where this lesson's rules come from
The sources behind this lesson's requirements, by kind. Background reading explains; it is never the authority for a rule. Anything marked as a convention is ours, not the rule-maker's.
- Background reading — not an authority
- NVCA Model Legal Documents (opens in a new tab)The model certificate of incorporation, stock purchase, investors' rights, voting and ROFR/co-sale agreementsFree to read
- Wikipedia, “Venture capital financing” (opens in a new tab)Venture rounds — backgroundFree to read
The words this page teaches
Each links to its glossary definition, which also names the authority behind it and the components that render it.
- Priced roundA financing in which investors buy a new series of preferred stock at a stated price per share, on a negotiated pre-money valuation — as opposed to a SAFE or note, which defers the price. Converting SAFEs and notes convert at its close
- Preferred stockA class or series of stock with rights common lacks, set out in the charter — usually a liquidation preference, conversion into common, anti-dilution protection, protective provisions and board seats. What investors buy in a priced round, and what a SAFE converts into
- Term sheetThe short summary of a priced round's economics and control terms — price, pre-money, pool, liquidation preference, anti-dilution, board, protective provisions, pro rata — that the definitive documents then implement
- Pre-money valuationWhat a company is priced at immediately before new money comes in. Pre-money ÷ pre-money fully diluted shares is the round's price per share — so whatever the term sheet puts in the pre-money (converting SAFEs, a bigger option pool) is paid for by the existing holders
See also
- Audit-ready books before your Series AInvestors, lenders and auditors ask for the same things: accrual statements, reconciled accounts and support for every balance. How to be ready first.
- Priced roundA financing where investors buy shares, usually preferred stock, at a set price per share. Preferred carries rights common doesn't, most often a liquidation preference.