Anti-dilution protection is a set of provisions that you can include in your governing document (articles or certificate of incorporation) that are designed to protect equity investors in the case of a reduction in the price of your stock.
Before we talk about anti-dilution protection, we first need to talk about conversion rights. Conversion rights are the right of your preferred investors to convert their preferred stock to common stock. Why would they want to do this? When the company is sold, the buyer generally will want to buy common stock, so at that time, preferred shareholders would convert to common in order to receive their share of the proceeds of the sale of the company.
When you offer preferred stock to investors, they often come with the right to convert the preferred stock to common stock on a 1:1 basis. So, if an investor has 100,000 shares of preferred stock, they can convert those shares to 100,000 shares of common stock.
Anti-dilution protection is a mechanism that changes that ratio in the case of a decrease in the value of the preferred stock.
There are different formulas that can be used to adjust the ratio. A very commonly used formula is called the Weighted Average method. The following formula is used to provide an adjusted number of shares that one share of preferred stock converts into, with the idea that one share of preferred stock will convert into more than one share of common stock as a way to protect the early investors from losing all of the value of their initial investment:
CP2 = CP1 x (A+B) / (A+C)
CP2 = Conversion price immediately after new issue
CP1 = Conversion price immediately before new issue
A = Number of shares of common stock outstanding immediately before new issue
B = Total consideration received by company with respect to new issue divided by CP1
C = Number of new shares of stock issued
Here is an example to illustrate how this works:
When you first start your company, you issue 2 million common shares to the founders. Then, let’s say you raise $500,000 from investors by offering preferred stock at $1 per share. One year later, you raise $1,000,000 at $0.80 per share (meaning you sell 1,250,000 shares).
CP1 = $1
A = 2,000,000
B = $1,000,000/$1 = $1,000,000
C = 1,250,000
So, the new conversion price =
1 x (2,000,000 + 1,000,000)/(2,000,000 + 1,250,000) =
1 x (3,000,000/3,250,000) = $0.92
This means that the first preferred stock investors now convert into 1.09 shares of common stock ($1.0 /$0.92 = 1.09).
So, if the company is sold and those investors convert into common, they will get a larger share of the total proceeds from the sale than they would have if there were no anti-dilution protections.
Should you offer this protection to your preferred equity investors?
If you think it is likely that you may sell your company someday and the proceeds from the sale will be an important component of how your investors will be compensated, anti-dilution protection is a nice way to provide some protection to your early investors. More sophisticated investors might insist on it.
On the other hand, these provisions can be rather complicated and require you to keep track of conversion ratios that might change if you raise more than one round of equity funding. If you don’t foresee a sale of your company, it could make more sense to leave out provisions related to conversion of preferred stock to common altogether.
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