Priced Equity Round & Option Pool Shuffle Modeler
Simulate Series Seed and Series A term sheets. Expose hidden dilution from pre-money option pool expansion, calculate true price-per-share, and audit Delaware Certificate of Incorporation authorized share headroom under 8 Del. C. § 161.
Round & Valuation Parameters
Option Pool Shuffle Alert: Effective Pre-Money is $8,800,000
By agreeing to create the 10% unallocated option pool out of the pre-money valuation, your effective pre-money valuation drops from nominal $10,000,000 to $8,800,000.
-$1,200,000
Equity value transferred into option pool+1.67%
Dilution vs. post-money expansionDelaware Authorized Share Headroom Check
Statutory Rule: 8 Del. C. § 161 (Issuance of stock) & 8 Del. C. § 242 (Charter amendment)Statutory Warning: Under 8 Del. C. § 161, a Delaware corporation cannot issue stock or reserve option shares exceeding the authorized ceiling set in its Certificate of Incorporation. Any over-issuance is void under Delaware law.
Amend Certificate of Incorporation to expand authorized shares to at least 16,500,000 (including 1.5x future reserve).
Post-Round Pro-Forma Capitalization Table
Total: 10,909,091 shares| Stakeholder / Class | Shares | Ownership % | Implied Value |
|---|---|---|---|
Existing Stockholders (Founders & Early SAFEs) | 8,000,000 | 73.33% | $8,800,000 |
Series Seed InvestorsNew Round | 1,818,182 | 16.67% | $2,000,000 |
New Unallocated Option Pool (Reserved Common)New Round | 1,090,909 | 10.00% | $1,200,000 |
| Fully Diluted Total | 10,909,091 | 100.00% | $12,000,000 |
How is the price per share set in a priced round?
Price per share equals the pre-money valuation divided by the fully diluted pre-money share count, which includes issued shares, outstanding options, the unallocated option pool, and converting SAFEs or notes. New investors buy shares at that price, and their ownership equals the new money divided by the post-money valuation (pre-money plus new money).
What is the option pool shuffle?
Investors usually require the option pool to be created or enlarged before the round, so the new pool counts in the pre-money share count. That lowers the price per share and puts all of the pool’s dilution on existing holders rather than on the new investors.
Example: on a $10,000,000 pre-money valuation, adding a pool equal to 10% of the post-money company transfers that 10% of value from the founders to future employees before the investors’ money arrives.
Do we need to increase authorized shares before closing?
A Delaware corporation can only issue shares its certificate of incorporation authorizes (8 Del. C. § 161). If the round, the SAFE conversions, and the option pool together exceed the authorized count, the certificate must be amended under § 242 before closing.
Adding authorized shares raises the Authorized Shares Method tax by $85 per 10,000 shares, but under the Assumed Par Value Capital Method, which also counts issued shares, the tax usually stays near the $400 minimum.