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Navigating the Choppy Waters of Down Rounds in Venture Capital

Updated: Aug 9, 2023

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As entrepreneurs and venture capitalists, we're no strangers to the ever-changing landscape of startup financing. Sometimes, circumstances necessitate a down round, which can be both a blessing and a curse. At Redbud VC we urge our companies to not focus on fundraising or valuations, but to keep their eye on delighting customers. In this article, we'll explore the intricacies of down rounds, weighing their pros and cons, and offer guidance on steering through these challenging situations.

What is a Down Round?

A down round takes place when a startup raises additional capital at a valuation lower than its previous funding round (1). This can occur for numerous reasons, including a change in market conditions, a pivot in the company's strategy, or disappointing growth figures.

The Pros of Down Rounds

  1. Lifeline for the Startup: When a startup is running out of cash and struggling to raise funds at a higher valuation, a down round can provide much-needed capital to keep operations afloat (2). This infusion of funds allows the company to continue its pursuit of success, even if it's at a lower valuation.

  2. Attracting New Investors: Seasoned investors understand the risks associated with startups and may see a down round as an opportunity to buy in at a lower valuation (3). This can bring new, valuable partners on board who can offer strategic advice, guidance, and connections to help the company grow.

The Cons of Down Rounds

  1. Dilution of Ownership: A down round typically results in the dilution of existing shareholders' ownership, as more shares are issued at a lower price (4). Founders and early employees may see their stake significantly reduced, which can impact morale and long-term commitment.

  2. Signaling Risk: A down round can send a negative signal to the market, indicating that a startup is struggling (5). This may make it challenging to attract future investment, customers, and talent.

  3. Investor Relations: Down rounds can strain relationships between the founders and investors, as the latter may demand more control or impose stricter terms to protect their interests (6).

Navigating Down Rounds

  1. Transparency: Being transparent with stakeholders, including employees and investors, is essential during a down round. Open communication can help alleviate concerns and maintain trust.

  2. Focus on Execution: Despite the challenges of a down round, startups must continue to focus on their core business and strive to achieve key milestones. Demonstrating progress can help rebuild confidence and credibility.

  3. Learn from the Experience: A down round is often a humbling experience that can serve as a valuable learning opportunity. Assess what contributed to the situation, identify areas for improvement, and implement changes to prevent future down rounds.

In conclusion, down rounds can be a double-edged sword in the world of venture capital. While they provide a lifeline for struggling startups and attract new investors, they come with the risk of dilution, negative signaling, and strained relationships. By approaching down rounds with transparency, focusing on execution, and learning from the experience, startups can navigate these choppy waters and emerge stronger.


  1. Investopedia. (2021). Down Round. Retrieved from

  2. Feld, B. (2016). The Pros and Cons of Down Rounds. Retrieved from

  3. Gompers, P., & Lerner, J. (2001). The Venture Capital Revolution. Journal of Economic Perspectives, 15(2), 145-168.

  4. Lee, T. (2021). Understanding Down Rounds: A Guide for Founders. Retrieved from


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