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    Down Round

    Financing at a lower per-share price than the previous round.

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

    Definition

    A down round prices new shares below the prior round's price per share, typically triggering anti-dilution adjustments and signaling that the company has missed expectations.

    What this means in practice

    MedTech down rounds frequently follow failed pivotal trials, FDA non-clearances, or post-market safety signals. A well-structured 'pay-to-play' can keep insiders engaged and prevent worst-case dilution math.

    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: down rounds
      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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