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Pre-money valuation explained

Published:  Jan 19, 2024
Idin Dp
Writer
Idin Sabahipour

Copywriter

Drew
Legal review
Drew Macklin

Founding partner of Macklin Law

Your company’s pre-money valuation is important to understand how much equity you’ll offer in exchange for the investment you receive.

In this article, we’ll explain what a pre-money valuation is and highlight the key factors that influence it.

What is pre-money valuation?

Pre-money valuation is the worth of a company before it receives external funding or investments. It’s used by investors to determine how much ownership they’ll receive in exchange for their money.

Pre Money Valuation Definition

Why should I care about my valuation?

Your company’s valuation is a measure of how much it’s worth. It’s one factor that helps investors decide whether or not to invest in your company.

The valuation also helps you understand, as a founder, how your ownership stake will be affected by the investment.

Let’s say an investor is putting $50,000 into your company and will receive stock in exchange.

For the investor, a lower valuation is better for them as they’d be able to buy more stock (and therefore a larger percentage of the company) for the $50,000. On the other hand, as a founder you want to be able to sell less equity for more money – which you could do with a higher valuation.

The table below shows how this $50,000 investment would look in two different valuation scenarios. Where the company’s valuation is higher, you can receive the same amount of money but offer a smaller piece of your company.

To calculate the price per share of your round, divide your company’s pre-money valuation by the total number of shares before the investment (we’ve assumed 100,000 shares here).

Company’s pre-money valuation$500,000$1,000,000
Number of shares in the company before the investment100,000100,000
Price per new share$5$10
Amount invested$50,000$50,000
Number of shares received by new investor10,0005,000
% of company owned by new investor9.09% 

(10,000 ÷ 110,000)

4.76% 

(5,000 ÷ 105,000)

 

But, as a founder, you also don’t want an overly inflated valuation of your startup. With a big valuation, you could raise investors’ expectations – and if you don’t deliver on that, you might have to drop your valuation at your next round. This is a problem for a few reasons – the main one being that a drop in valuation can signal to investors that your company might be struggling, hurting investor confidence. Plus, if your valuation falls in the next round (called a ‘down round’), you might need to issue more stock to raise the same amount of money, which would lead to more dilution for your existing stockholders.

Pre-money valuation vs post-money valuation

Pre-money valuation is the worth of a company before it receives external funding or investments. And post-money valuation refers to how much your company will be worth after an investment.

Let’s run through an example.

UnicornTech has a valuation of $1 million before they’ve received any investment – so, this is its pre-money valuation.

It then receives $500,000 equity investment from an investor. The value of the company is now $1.5 million – which is the post-money valuation ($1 million pre-money valuation + $500,000 investment).

CompanyUnicornTech
Pre-money valuation$1,000,000
Investment amount$500,000
Post-money valuation$1,500,000

Companies and investors also prefer using post-money valuations because it makes it easier to calculate the share of a company that investors will receive. In the example above, a $500,000 investment at a $1,500,000 post-money valuation means investors will be left with 33.3% of the company.

When you’re negotiating an investment deal, you and your investors must be clear on whether you’re talking about pre-money valuation or post-money valuation in your term sheet.

Pre-money valuation vs pre-revenue valuation

Pre-revenue valuation is different from pre-money valuation.

Pre-revenue valuation is the worth of your company before the company has made any money (or ‘revenue’) from its products or services.

Factors that influence pre-money valuation

So what are the factors that influence the value of your company?

Determining a valuation is definitely more art than science, but here are some things that affect your valuation:

  • Market potential: How big your target market is and how fast it’s growing
  • Revenue projections: How much money your company is expected to make over time
  • Team strength: The experience and track record of your founding team
  • Product differentiation: How unique and competitive your product or service is
  • Traction: The current customer base, revenue, or user engagement
  • Industry trends: What’s happening in your industry and how it affects your business
Jonny Seaman

No two startups are the same, so landing on a fair valuation is usually a big negotiation point between founders and investors. The key is to be able to justify your valuation based on the core factors mentioned above. Benchmarking your valuation against other companies in your industry is also important to ensure you’ve landed on a reasonable and substantiated number.

Jonny Seaman

Investment Partnerships Manager,

SeedLegals

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