Finding · computed August 5, 2026 from 121 company histories
24.8% of companies that reached an S-1 had already priced below their own peak
30 of 121 companies with two or more priced rounds disclosed a final round priced under their own highest round, in the very document that took them to market.
Why this is worth stating
A down round is usually discussed as a private event that stays private. It does not: the charter exhibit attached to a registration statement lists every series and its price, so the whole history becomes public at exactly the moment a company is presenting itself. In this corpus that is true of 24.8% of them.
The practical use is calibration. When a private company is marked below its last round, the question asked is whether that is unusual. Measured against companies that went on to register publicly, it is not: roughly one in four had done it before they filed.
The steepest examples in the corpus
| Company | Peak round price | Last round price | Multiple | Source |
|---|---|---|---|---|
| Heartflow, Inc. | $25.33 | $1.91 | 0.075× | charter exhibit |
| Basis Global Technologies, Inc. | $44.25 | $4.50 | 0.102× | charter exhibit |
| Vera Therapeutics, Inc. | $4.29 | $0.59 | 0.138× | charter exhibit |
| Couchbase, Inc. | $19.55 | $4.87 | 0.249× | charter exhibit |
| Eikon Therapeutics, Inc. | $21.50 | $5.84 | 0.272× | charter exhibit |
| Aura Biosciences, Inc. | $2.48 | $0.78 | 0.315× | charter exhibit |
| MapLight Therapeutics, Inc. | $2.60 | $0.95 | 0.367× | charter exhibit |
| Maze Therapeutics, Inc. | $2.95 | $1.10 | 0.374× | charter exhibit |
Prices are per share, from the Original Issue Price definitions in each company's own certificate of incorporation. A per-share price is comparable across that company's own rounds and is not a valuation.
9 companies are excluded from this measurement entirely, because their charter yields at least one round-to-round move outside 0.05×–20.0×. In those histories the peak itself is the artifact: one reads a $2,905.00 peak against a $5.53 last round, which is two share classes rather than a collapse. Excluding them is the conservative choice, since several would otherwise have counted toward the finding.
The limit on this finding, stated here rather than in a footnote
Every company measured here reached a registration statement with the SEC. That population is the survivors. A company that priced a bridge round and then wound down never files a charter exhibit, so it never enters this denominator. The bias therefore runs against the finding: the real private market almost certainly carries more sub-rounds, and more of them down, than a sample of eventual registrants can show. Read every figure below as a floor, not an estimate of the whole market.
Two smaller limits, for completeness. A charter states the Original Issue Price of each series, which is a price per share and not a valuation: it is comparable across that company's own rounds, which is what is measured, and it is not comparable across companies without a share count. And where a company filed more than once, the filing carrying the most priced rounds is used and the others discarded, so no company is counted twice.