409a valuation – Guide for Founders

A 409A valuation is a third-party, independent appraisal of the fair market value of a private company’s common shares.

Many businesses use equity as a tool to raise funds and offer to employees, but it is not as simple as it may appear. When looking for investors, a startup’s valuation is done to evaluate its relative worth so that an investor can figure out what percentage of the company they should get in return. These assessments are significant, but they do not reflect the underlying value of a startup at the time of the transaction.

409a valuation for startups and businesses

Founders should keep in mind (at least) two alternative valuations throughout the life of a startup. The first is the value placed on the company by potential investors during a funding round. Second, the entrepreneur will need a 409A valuation from an independent third party when issuing stock options to workers. Every time the firm attempts to raise a new round of funding, founders and investors negotiate the company’s pre-money or post-money valuation. Instead, a 409A valuation uses a third-party assessor to determine the company’s fair market worth.

What is a 409a valuation? Why is it important for your business?

In reaction to the financial scandals of the early 2000s, the IRS enacted IRC Section 409A in 2005. As a result, Section 409A offers standards that private firms can employ to assess their valuation and, as a result, calculate their common stock’s fair market value (FMV). It ensures that the shares of the company are accurate and are measured and favor the employee rights. The protection of employee share is one aspect that makes them more valued as an integral part of the company.

Understand 409a valuation better and how does it work

At fair market value, a 409A is an impartial evaluation of a private company’s common stock, or equity reserved for founders and workers (FMV). The cost of purchasing a share is determined by this valuation. You can’t offer equity without first determining the value of each share. When a firm attempts to raise money from investors in an arm’s length negotiated transaction, a valuation isn’t always an accurate reflection of its true value. Rather than common stock, most businesses issue preferred stock to cash investors.

  • 409a valuation for a company/business – The fair market value (FMV) of a private company’s common stock is determined via a 409a valuation. An impartial appraisal determines the FMV. The equity reserved for founders and employees is known as common stock.
  • 409a valuation for a startups – It is valid for 12 months or until a “material event” occurs, whichever comes first. Any event that has the potential to affect the stock price of your firm is considered a material event. Examples include substantial client losses and excellent financial outcomes. Getting funding from investors was almost certainly a material event as a company.
  • 409a valuation for VCs – Uses a third-party appraiser to evaluate the company’s fair market worth. The 409A valuation and pre/post-money valuation have a number of critical interactions that VCs should be aware of.

How Does a 409a Valuation Differ by Funding Type?

A 409A valuation differs by funding stage or type in the following ways:

409A Valuation for Seed/Pre-Seed Stage

  • Seed-stage companies typically have a lower 409A valuation, often in the $1-10 million range.
  • Limited financial data and operational history are available to analyze, so the valuation relies more heavily on market comparables and qualitative factors.
  • The 409A valuation has a 12-month safe harbor period to grant options at the same strike price.

409A Valuation for Series A

  • Series A companies tend to have a 409A valuation of $10-30 million.
  • More financial data is available, including revenue projections, allowing for better cash flow analysis.
  • The valuation considers the company’s ability to execute its business plan and generate future profits.

409A Valuation for Series B

  • Series B companies’ normal 409A valuation range is $30-60 million.
  • Valuations focus on the company’s potential to become a market leader and its strategic plan to drive revenue growth.
  • Auditors and legal counsel are typically involved in determining an appropriate valuation cadence, often annually.

409A Valuation for Series C and Beyond

  • 409A valuations are typically $100-120 million or higher for late-stage companies.
  • The company’s ability to execute its strategy, achieve market leadership, and generate substantial revenue is stressed.
  • Valuations may be conducted quarterly in preparation for an IPO within 12-18 months.

How to get a 409a valuation?

A 409A valuation is a third-party, independent appraisal of the fair market value of a private company’s common shares. The assessment conclusions are reported to the company’s board of directors in the form of a written valuation report, which is used to decide and set the price at which people can buy shares of the company’s common stock.

Requirements for getting 409a valuation

The IRS regulation IRC 409A states that stock options cannot be issued for less than their fair market value. So the Fair Market Value should ideally be evaluated by a third party who is not affiliated with the company. A 409A valuation is an impartial third-party valuation of your company’s common stock that is required in order to grant stock options to employees.

What does it cost to get a 409a valuation?

The cost of a 409a valuation will vary depending on whatever business or appraiser you use. However, based on a basic estimate, the price might range from $1,200 to $5,000.

Penalties for Noncompliance with 409A Rules

Employees must pay income tax and a 20% penalty on any deferred vested amounts under the NQDC plan as of the last day of the vesting year, even if payment happens in later years. If your NQDC arrangements are subject to 409A requirements and you have an operational failure, the IRS can tax and penalize all of your NQDC arrangements.

Why and how to choose the right 409a valuation provider?

A firm should have extensive experience, according to the IRS. This is defined by the IRS as having years of relevant company valuation experience. Companies should hire a valuation specialist with professional certifications, for example ABV, CPA, CVA. It’s also crucial to assess the reputation of the valuation firm. A straightforward Google search should suffice.

Choose the right 409a valuation service provider

The IRS says a firm should have extensive experience of relevant company valuation experience. One must look at these parameters to determine the valuation service provider:

Choose the right 409a valuation service provider

  • Look for the reputation and 409a valuation reviews – There are several methods for assessing a company’s reputation. They include media analysis, stakeholder surveys (customers, employees, investors, NGOs), focus groups, and public opinion polls, among others. You must be aware of the market reputation of the 409a valuation service provider, how many clients they have, the client experience, and the conversion rate.
  • Check how much they charge – It is important to know the price of the valuation provider. It must be cost-effective as well as be able to provide quality and accurate reports. One can differentiate pricing by looking at the features, add-on services, and customer support.
  • Comply with IRS guidelines – The IRS is in charge of enforcing the federal tax laws that Congress passes. The Internal Revenue Service (IRS) is in charge of enforcing federal tax laws enacted by Congress. Tax return processing, taxpayer assistance, and enforcement are the three core duties of the IRS.
  • 409a valuation preparation time – In most cases takes less than a month to prepare. Unless you have a pressing need, most firms will complete one in a fair amount of time.

409a Valuation Report

A 409A valuation is an evaluation of a private company’s stock in order to prepare for the issuance of shares, and it includes all of the elements of the valuation process. To be clear, no particular “template” or sample 409a valuation report is employed. Every business has its own method of information sharing.

Also, the IRS does not provide any precise instructions as to what should be included in a startup 409A valuation report; there is no definitive template. However, there are a few key aspects that must be included in the report, such as the valuation, the methodologies utilized, and everything about the company that contributed to the firm’s value determination. It also considers the bigger picture of the environment and economy in which the firm operates to get a more accurate image of how much the company should be worth right now.

What should you look for in your 409a valuation report?

The FMV is the most important aspect of any appraisal (or strike price). We put it at the beginning of our report and then explain how we arrived at that figure. Keep in mind that third-party appraisers are obligated to come up with a value that is, in fact, fair while examining this figure. While a lower FMV may provide some benefits to you and your shareholders, you run the risk of the IRS deeming the value “grossly unreasonable”, rejecting it, and modifying the tax treatment of options issued under that valuation. If this happens, any employees who were given wrongly priced options may be subject to immediate taxation and penalties.

We have developed a sample 409A report for informative purposes only to give you an idea of what you would discover in one. The wording and approach used in this report may not be used in our actual reports. If you have any issues or require a 409A valuation, please contact our staff right away.

Example of 409a Valuation Report for Funded Companies

Most companies we encounter who need a 409a valuation do it for option pricing (setting the exercise price of their options, most likely ESOPs, after fundraising). For this, they need to comply with setting a correct exercise price.

With most VC-backed companies, their funding serves as a basis for the valuation method, ie. Backsolve and the 409a valuation also take on the pre-money valuation as taken through the round.

Let’s take an example to see what the 409a valuation would look like. Let’s say there’s a company called BioStart Inc., which just received a Series A funding round of $5 million dollars for $2.00 as share, off a pre-money valuation of $18 million.

This is a snapshot of their Cap Table and how the valuation was arrived at:

Cap Table

If we do some simple math, we can take the $5,200,000 capital committed by the Series A investors and divide it by their ownership percentage of 28.69% (excluding any rights).

Simply put, $5,200,000 / 28.69% = $18,123,456 or around $18 million at post money, or $15,523,456 pre money valuation. We can take this as a base for when doing the 409a valuation.

For Biostart Inc., we can see that the company has five different securities: Series A Preferred Stock, Seed Preferred Stock, Common Stock, Options @ $0.25, and their ESOP (Employee stock option plan) at 10% of the total shareholdings. The details of this will be crucial for the backsolve method later on. This method considers two main methods, a waterfall analysis and stock options pricing model, and calculates the value from the bottom-up on who receives value first and how much each receives.

With the information that BioStart Inc. predicts a probably exit within 4 years, here is how the breakdown would look like for each amount for a waterfall analysis:

breakdown series A

  • Breakpoint 1: At the first breakpoint, the Series A and Seed Preferred Stock shares a percentage of the total $6,450,000 invested in the company at 80.6% to 19.4%.
  • Breakpoint 2: In the second breakpoint, the common stock would receive 100% of the value before any value goes to the option holders.
  • Breakpoint 3: In the third breakpoint, the $0.25 strike price options get the value of the company and share with the common stockholders at 12.20% to 87.80%.
  • Breakpoint 4: In the fourth breakpoint, the anticipated ESOP gets value and shares with the other option holders and common stock at a split of 73.24%, 10.17%, and 16.59%.
  • Breakpoint 5: In the fifth breakpoint, the Seed Preferred Stock converted to common shares, as they would be gaining value per share over their $1.25.
  • Breakpoint 6: In the fifth breakpoint, the Series A stock converted to common shares, as they would have a value of over $2.00 per share. This is the last tranche, so all equity classes would split the value according to their cap table ownership.

After running the calculations using the backsolve method, which involves using the Black Scholes Stock Option Pricing models, we calculate the hypothetical value of each Breakpoint to arrive at the $2.00 per share of the recent Series A funding.

Black Scholes Stock Option Pricing models - breakdown

From the backsolve, we find that the company is valued at $14,434,106, which is around 6.01% lower than our ballpark figure, which is quite close.

We can use this same method for finding the common share price (which becomes the option strike price) using the same calculations:

backsolve - breakpoint

With the backsolve method, the common strike price (Pre-DLOM) is $1.42 according to the cap table structure.

As the company is still running at a loss and has other risks, a DLOM of 50% was applied to the common share price as:

$1.42 Common Share Price x 50% DLOM = $0.71 share price
This $0.71 would be set as the exercise price of the ESOP to be issued.
This price also represents around 35% of the $2.00 round ($2.00 / $0.71).

If you still have questions about using this method, we prepared a complete guide on the backsolve method that will teach you everything you need to know.

Some interesting facts and myths about 409a valuation

The common FMV should be kept low because it makes stock options appear more valuable to employees and recruits. Pursuing the lowest possible value at all costs, on the other hand, might have major ramifications for your business and employees. Despite the fact that the 409A valuation structure has become well-established, several early-day fallacies have survived. The four most popular are debunked in this section.

Maintain the lowest strike price at any cost

You cannot specify an option strike price that is lower than the computed FMV, but you can set one that is greater. Regulatory and tax authorities are often only concerned when the strike price is set lower than the 409A valuation supported: For the IRS, this would suggest that employees were given discounted (“in the money”) stock options that were taxable at the time of award; for the SEC, it would signal that the company was understating its stock compensation expense to artificially increase its profitability.

409a valuation creates a tax burden

Non-compliance with section 409A can have serious financial ramifications for your employees. Suppose the IRS gets involved and determines that your 409A valuation doesn’t fall under the safe harbor. In that case, all of the stock you granted to your employees under that FMV becomes part of their gross income (including interest owed) all at once in that year (not just the current taxable year, but any prior year). On stock options that vested prior to that tax year, the IRS might charge a penalty of up to 20%.

Have a negative influence on M&A and IPO

The buyer will look over your 409A valuations during M&A due diligence. In general, bad 409A procedures come across as sloppy, and they won’t help you set the tone for talks. If the buyer is unhappy, they can change the terms of the transaction so that they are not responsible for any financial burden associated with the mispriced options; they can demand that you indemnify them for the risk, or they can demand that you pay (or force your employees to pay) any associated penalties and taxes related to the affected option grants.

FAQs of Founders on 409A Valuations

For most companies, a 409A valuation can be a complicated process to understand. Many founders are aware of the importance of a 409A valuation, but they may not necessarily know all of the important details. We have helped answer some of the frequently asked questions from founders to help you understand more.

Why 409A Valuation Important?

  • Required by the IRS to set the strike price for stock options and other equity compensation issued to employees and service providers
  • It helps startups comply with IRS regulations and avoid potential penalties for undervaluing or overvaluing stock.
  • Assures employees and investors about the accurate valuation of the company’s equity

When to Get a 409A Valuation?

  • Startups must get an initial 409A valuation before issuing stock options or other equity compensation/li>
  • A new 409A valuation is required at least once every 12 months.
  • Additional valuations may be needed after material events that significantly impact the company’s value, such as fundraising rounds, acquisitions, or changes in business model.

How to Choose a Valuation Provider?

  • Founders should select a reputable valuation firm with experience working with startups and conducting 409A valuations.
  • Consider factors like expertise, reputation, cost, and turnaround time when choosing a provider.

What is the difference between market value and fair market value?

A fair market value is the fundamental value of equity, based on present conditions that are considered to be free from any kind of market forces. While the market value is the estimation of the value of the equity if it was available to the public.

In fact, the market value has more to do with supply and demand in the market, and in comparison, 409A valuation determines the fair market value that is based on the financial projections, cash flows and tangible and intangible assets of the company.

How secondary trading can impact 409A valuation?

There is a significant probability that the 409A valuation is impacted by secondary trading. The factors that can impact 409A valuation include seller and buyer motivation, the similarity of securities that are sold, the volume of the transaction, information asymmetry, proximity of timing, or deal structure.

Hence, startups should know about the impact of secondary trading on 409A valuation and should be able to take appropriate measures. Eqvista’s team of experts is always available to guide startups through the entire process.

Expert Tips for Founders

  • Choose a valuation firm with experience valuing startups in your industry and stage.
  • Understand the different valuation methods used and their strengths/weaknesses for your startup’s stage.
  • Don’t rely on old valuations as your company’s value changes constantly.
  • A 409A valuation protects both the company and founders from potential tax issues when granting stock options.
  • Prepare for the valuation process by understanding what information the appraiser needs and the typical timeline involved.

Why choose Eqvista as your expert valuation firm for 409a valuation?

By understanding the importance of 409A valuations and following the proper procedures, startup founders can ensure compliance with IRS regulations and maintain the integrity of their equity compensation plans.

By choosing Eqvista, companies can benefit from their expertise, efficient processes, and commitment to delivering accurate and defensible 409A valuations that comply with IRS regulations. Eqvista’s experience with startups and private companies makes them a suitable choice for businesses seeking reliable services. Beyond this, Eqvista provides complementary services like cap table management, incorporation assistance, and scenario modeling, offering a comprehensive solution for startups.

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