THE CAPITAL-RAISE VALUATION PLAYBOOK
NORMALIZE THE FINANCIALS
Remove legitimate nonrecurring items, separate personal expenses,
review owner compensation, and explain unusual revenue or costs.
Normalization should clarify sustainable economics. It should not
remove ordinary expenses simply to manufacture higher earnings.
BUILD A RELEVANT COMPARABLE SET
Choose businesses with similar:
Public-company multiples can provide market context, but private
companies may differ in liquidity, governance, scale, and access to
capital. Damodaran’s January 2026 datasets also show that valuation
multiples vary substantially by sector, reinforcing the need for
relevant comparisons.
MODEL THE FUTURE FROM OPERATING DRIVERS
Do not begin with the valuation and reverse-engineer the forecast.
Build projections from:
Investors should be able to see which assumptions create the projected
outcome.
CALCULATE PRE-MONEY, POST-MONEY, AND DILUTION
Assume a founder negotiates a $12 million pre-money valuation and
raises $3 million.
The post-money valuation is:
$12 million + $3 million = $15 million
The new investor’s basic ownership is:
$3 million ÷ $15 million = 20%
The existing holders retain 80% before considering an option-pool
increase, convertible securities, warrants, or other adjustments.
A $12 million post-money valuation would produce a different outcome:
the investor would own 25%, because the $3 million represents
one-quarter of the final value.
STRESS-TEST THE NEXT ROUND
Model what happens if the company:
●
Requires capital earlier
●
Raises at the same valuation
●
Experiences a down round
●
Expands the employee option pool
A valuation should help the company reach the next financing or
profitability milestone. It should not merely maximize the current
headline.
PREPARE FOR SECURITIES AND LEGAL REQUIREMENTS
Raising money by selling stock, membership interests, options,
convertible instruments, or certain debt generally involves
securities. The SEC states that offers and sales must be registered or
qualify for an exemption, including private-company transactions.
Founders should use qualified securities counsel, tax professionals,
and valuation advisers when appropriate. This article provides
operating guidance, not legal, tax, accounting, or investment advice.