Do pro-rata rights mean that pre-existing investors get to re-invest at lower price even in new round at higher valuation?

I’ve read that  pro-rata rights mean that an investor gets to keep the same ownership percentage by investing in future funding rounds.  Does it mean if a company’s raising a new round at a much higher valuation, that previous investor has the right to invest more money at the valuation he/she used before?  If the right is to invest at the new higher valuation, then what is so special about that, assuming the main aim of the company then is to raise the money (whether from old or new investors)?

  • Pro-rata rights just gives your current investors a chance to co-invest at the new valuation and maintain their current ownership level.

    Fred Wilson explains this very well in his blog (

    “Let’s make it concrete with an example. You invest $50k in a seed round at a $5mm cap and own 1% of the company. The next round is a $3mm round at $9mm pre, $12mm post. If you don’t participate, you will be diluted 25% and will then own 0.75% of the company. On the other hand, if you buy 1% of the round, a $30k investment, you will continue to own 1% of the company. Your “pro-rata right” in this situation is a $30k allocation in the next round.”

    Often a VC does not want an Angel to maintain their ownership level in a Series A/B, hence such a clause is sometimes included in your terms.

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