Weighted Average Anti-Dilution
定義
Weighted average anti-dilution is the standard formula for adjusting a preferred investor's conversion price after a down round, factoring in both how much lower the new price is and how many new shares were issued, rather than resetting the price to match the down round outright.
資金調達における位置づけ
Nearly every US venture deal uses broad-based weighted average anti-dilution instead of full ratchet, because it protects investors from dilution without punishing the company as severely.
よくある質問
How does weighted average anti-dilution differ from full ratchet?
Full ratchet resets an investor's conversion price to match the lowest price of a new round no matter how many shares were sold. Weighted average blends the old and new prices based on the size of the new issuance, so it dilutes founders far less.
What does "broad-based" mean in broad-based weighted average?
It means the formula counts the company's fully diluted share count, including the option pool, when calculating the adjustment, which produces a smaller, more founder-friendly price change than a narrow-based version.