Broad-based weighted-average anti-dilution protection results in shares of preferred stock being convertible into additional shares of common stock, but unlike a ratchet provision, the size of the adjustment depends on the number of shares sold relative to the company’s existing stock as well as the difference in the price. In other words, a down round in which $1 million of capital is raised will result in a significantly smaller increase in the conversion rate of the preferred stock than a down round at the same price in which $10 million worth of shares are sold.

Last reviewed: May 3, 2021