Down Round Antidilution Calculator

Background.

Use Down Round Antidilution Calculator when you need to apply broad-based weighted-average conversion-price adjustment after a lower-priced issuance. Weighted-average anti-dilution softens price protection by considering both price and size of the new issue, unlike full ratchet. Here the arithmetic follows “broad-based weighted-average CP2 = CP1 x (A + consideration / CP1) / (A + new shares issued),” rather than silently mixing alternatives.

The editable entries are preferred conversion price before down round, broad-based fully diluted shares before round, new money raised in down round, down-round price per share. Use values from the document or measurement that governs this down round antidilution question; the defaults are only the worked fixture below. The most consequential input mistake would be to ignore that the charter defines broad-based shares, excluded issuances, deemed consideration and adjustment mechanics.

National Venture Capital Association, Model Legal Documents; preferred-stock financing terms documents the convention or governing rule used here. The down round antidilution output is a transparent scenario under those facts: it does not manufacture an unentered market price, professional determination, carrier quote, legal eligibility finding or locally adopted code value.

What is down round antidilution calculator?

Down Round Antidilution is the relationship behind this decision: weighted-average anti-dilution softens price protection by considering both price and size of the new issue, unlike full ratchet. On this page it means broad-based weighted-average CP2 = CP1 x (A + consideration / CP1) / (A + new shares issued). The charter defines broad-based shares, excluded issuances, deemed consideration and adjustment mechanics; that is the line between the reported quantity and a broader corporate finance analysis.

How to use this calculator.

1. 01Confirm that “broad-based weighted-average CP2 = CP1 x (A + consideration / CP1) / (A + new shares issued)” matches the down round antidilution convention you need.
2. 02Replace the fixture values for preferred conversion price before down round, broad-based fully diluted shares before round, new money raised in down round, down-round price per share with dated values from the governing record.
3. 03Keep all currencies, measurement units and time periods on the same basis before calculating.
4. 04Read broad-based weighted-average adjusted conversion price together with this boundary: The charter defines broad-based shares, excluded issuances, deemed consideration and adjustment mechanics.

The formula.

The calculation uses broad-based weighted-average CP2 = CP1 x (A + consideration / CP1) / (A + new shares issued). In this down round antidilution model, the entered terms are preferred conversion price before down round, broad-based fully diluted shares before round, new money raised in down round, down-round price per share. Weighted-average anti-dilution softens price protection by considering both price and size of the new issue, unlike full ratchet, which is why the relationship is presented under this name rather than as a universal alternative. The charter defines broad-based shares, excluded issuances, deemed consideration and adjustment mechanics. Calculations keep full decimal precision through the relationship and round only the returned display values.

A worked example.

Frequently asked questions.

References& sources.

1. [1]National Venture Capital Association, Model Legal Documents; preferred-stock financing terms. Retrieved 2026-08-07. access: open unless marked otherwise.
2. [2]U.S. Securities and Exchange Commission. Investor.gov glossary: Dilution. Retrieved 2026-08-07. independence: primary; access: open.
3. [3]U.S. Securities and Exchange Commission. Investor.gov glossary: Preferred stock. Retrieved 2026-08-07. independence: primary; access: open.