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    Anti-Dilution Protection

    Adjustment that protects investors if the company raises a future round at a lower price.

    Reviewed by Christian Espinosa, Founder, Blue Goat CyberLast reviewed May 5, 2026

    Definition

    Anti-dilution provisions adjust the conversion price of preferred stock if the company issues new shares at a lower price than a prior round (a 'down round'). The most common formula is 'broad-based weighted-average,' which partially compensates earlier investors. 'Full ratchet' fully repriced and is investor-friendly but rare.

    What this means in practice

    MedTech down rounds are common after disappointing trial readouts or FDA delays. Anti-dilution math meaningfully redistributes ownership in those moments.

    Primary references

    3 sources
    Link health: 2 verified 1 bot-blocked· last checked 2026-05-09
    Cooley GO·1NVCA·1SVB·1
    1. 1
      Cooley GO: anti-dilution
      Bot-blocked
      Cooley GOcooleygo.com
    2. 2
      NVCA Model Documents
      Verified
      NVCAnvca.org
    3. 3
      Silicon Valley Bank - Healthcare Reports
      Verified
      SVBsvb.com

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