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For reasons of either brevity, simplicity, or self-interest, he fails to mention one reason that a down round is such a mess in VC deals. As I said in my other comment, most VC fundings are structured as convertible preferred, so convertible into common at some conversion price. It is also normal that this conversion price is adjusted downward – i.e., the convertible preferred owns more of the company – if the company ever sells common (or securities convertible into common) at a lower price. Different deals have different ways to calculate of this “ratchet”, some more dilutive than others.
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