Priced equity round

Set a negotiated company valuation and share price, then reconcile new-money, conversion and fully diluted ownership at closing.

Quick answer

A priced equity round is a financing in which investors purchase equity at an agreed price per share based on a negotiated valuation and capitalisation. The round commonly sets the security class and rights and may trigger conversion of outstanding SAFEs or notes.

Use the worked example

Meaning and transaction use

An SEC filing describes a future priced equity round, such as a Series Seed or Series A financing, as the equity financing that would trigger SAFE conversion. [S1]

Another SEC filing defines a qualified equity financing for SAFE conversion as preferred stock issued at a fixed pre-money valuation. [S2]

Proposed control method: build a closing capitalisation table that reconciles the negotiated price, new shares, conversions, pool changes and post-money ownership.

Worked example

Illustrative priced round only. Assume a 12.0 million pre-money equity value, 6.0 million defined pre-money fully diluted shares and 3.0 million of new cash, before separate conversion adjustments.

Scroll the table horizontally to view all columns.

Measure	Calculation	Result
Price per share	12.0m / 6.0m	2.00
New-investor shares	3.0m / 2.00	1.5m
Post-money equity value	12.0m + 3.0m	15.0m
New-investor ownership	1.5m / 7.5m	20.0%

The illustrative round issues 1.5 million shares at 2.00, producing 20.0% new-investor ownership before other conversion effects.

Proposed transaction review process

Set the perimeter

Reconcile pre-money shares, options, warrants and convertibles.

Negotiate terms

Agree valuation, security rights, pool, governance and conditions.

Model closing

Calculate price, new shares, conversions and post-money ownership.

Complete evidence

Execute approvals, documents, funds flow and cap-table updates.

Evidence checklist

Capitalisation

Issued shares, pool, options, warrants, SAFEs and notes.

Term sheet

Valuation, amount, security, rights and conditions.

Documents

Purchase agreement, charter, rights agreements and consents.

Closing

Funds received, securities issued and final cap table.

Decision framework

Situation	Proposed action
The option pool increases pre-closing	Model founder and existing-holder dilution.
SAFEs or notes convert	Apply each instrument's cap and discount terms.
The financing closes in tranches	Track price, conditions and ownership by closing.
The valuation changes	Refresh price, dilution and approval materials.

Common errors to check

Using basic shares instead of the agreed fully diluted denominator.
Ignoring converting instruments.
Mixing pre-money and post-money ownership.
Treating a term sheet as completed funding.

Build the priced-round cap table

Bring the term sheet, cap table and converting instruments to a financing review. Reconcile price, dilution and post-money ownership.

Discuss the transaction

Primary references and editorial scope

SEC filing: Future priced equity round
Example description of a Series Seed or Series A priced round that triggers SAFE conversion. Reference checked 17 September 2026.
SEC filing: Fixed pre-money equity financing
Example qualified equity financing defined through preferred stock issued at a fixed pre-money valuation. Reference checked 17 September 2026.

Editorial qualification

General transaction education using public United States filings. Figures are hypothetical. Executed financing documents, corporate law, tax and accounting determine actual ownership and rights.

General business information. Obtain advice appropriate to the legal, tax, accounting and financing facts. No offer, lender commitment or transaction outcome is represented. All worked examples use expressly assumed figures. Editorial draft date: 17 September 2026.