How to negotiate your term sheet as a founder
Find out how to strike the balance between keeping the money on the table and getting a fair deal. Find out the red flag...
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.
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.
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 investment | 100,000 | 100,000 |
Price per new share | $5 | $10 |
Amount invested | $50,000 | $50,000 |
Number of shares received by new investor | 10,000 | 5,000 |
% of company owned by new investor | 9.09% (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 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).
Company | UnicornTech |
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-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.
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:
Jonny SeamanNo 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.
Investment Partnerships Manager,
Book a free call with our team to find out how we can help with your fundraise.
Want to try SeedLegals for free first? Start your 7-day free trial.
Bring all your questions - we’ve got the answers! We’ll match you with the right specialist.