All terms
Investment & FinanceStartup Lifecycle
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 sourcesLink health: 2 verified 1 bot-blocked· last checked 2026-05-09
Cooley GO·1NVCA·1SVB·1
- 1
Cooley GO: anti-dilutionBot-blockedCooley GOcooleygo.com
- 2
NVCA Model DocumentsVerifiedNVCAnvca.org
- 3
Silicon Valley Bank - Healthcare ReportsVerifiedSVBsvb.com
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