Pre-Seed Liquidation Preference 1x Non-Participating Examples

Liquidation Preference at Pre-Seed: 1x Non-Participating Examples

last updated: Feb 13, 2026

TL;DR: The cheat code

1x Non-Participating Liquidation Preference gives investors the right to get their money back before you see a dime, OR convert to common stock if the exit is high enough. It is downside protection that turns into a "put option" on your failure.

  • Benchmark: Market standard is 1x Non-Participating. Data from Cooley's Q4 2024 report shows that 96% of deals maintain this term. Anything >1x (e.g., 2x) or "Participating" is predatory at Pre-Seed.
  • Rule: Never accept "Participating Preferred" (the double dip). It typically reduces your exit proceeds by 15–25% in moderate outcomes.
  • Warning: In a low exit ($5M or less), a 1x preference can effectively double the investor's ownership percentage, slashing yours.

How to read this: Use the table below to spot the "Break-Even Exit"—the point where you stop working for the investors and start working for yourself.

Glossary

  • Liquidation preference: The order in which people get paid. Think of it as "Last money in, first money out." See CooleyGo's definition for the legal nuance.
  • 1x Non-Participating: The investor gets their original investment amount back (1x) OR their percentage ownership share, whichever is higher. They do not get both.
  • The overhang: The total amount of liquidation preference dollars sitting above common stock. If you raise $2M, the first $2M of any sale belongs to investors.
  • Break-even exit: The exit valuation where the Investor's 1x payout equals their percentage ownership payout. Below this, they take cash. Above this, they convert to stock.

Benchmarks

This table models a "Standard Cynical" Pre-Seed round: You raise $2M on a $10M Post-Money Valuation (selling 20%). This shows why the $5M exit hurts. You should run your own numbers in a Term Sheet Calculator.
Exit Scenario
Transaction Value
Investor Choice
Investor Payout
Founder/Common Payout
Effective Founder %
The Fire Sale
$5,000,000
Take 1x ($2M)
$2,000,000
$3,000,000
60% (Diluted from 80%)
The Break-Even
$10,000,000
Indifferent
$2,000,000
$8,000,000
80% (Matches Cap Table)
The Win
$20,000,000
Convert to Stock
$4,000,000
$61,000,000
80% (Matches Cap Table)
Sample math
Scenario 1: The Fire Sale ($5M Exit)
  • Investor Math: They own 20%. 20% of $5M = $1M. But their 1x Preference = $2M.
  • Decision: They take the $2M (the 1x) because $2M > $1M.
  • Result: They own 20% on paper, but took 40% of the cash. You lose $1M of value relative to your ownership stake.
Scenario 2: The Win ($20M Exit)
  • Investor Math: 20% of $20M = $4M. Their 1x Preference = $2M.
  • Decision: They convert to Common Stock and take the $4M because $4M > $2M.
  • Result: The preference disappears. Everyone gets paid their fair share.

Participating vs non-participating

The single most dangerous term in a term sheet is "Participating Preferred." In the $20M Win scenario, here is the difference:
  • Non-Participating (Standard): Investor gets $2M (Preference) OR $4M (Share of Exit). They pick the winner ($4M).
  • Participating (Predatory): Investor gets $2M (Preference) PLUS $3.6M (20% of the remaining $18M). Total payout: $5.6M.
In a participating scenario, the investor "double dips"—taking their principal out first, and then dipping back in for their pro-rata share. This term is non-standard for early-stage deals, appearing in less than 4–5% of rounds according to Carta state of pre-seed data.

Risks

The 2x trap. Some investors may ask for a "2x Liquidation Preference" to mitigate risk. On a $2M check, this creates a $4M overhang. If you sell the company for $5M, the investor takes $4M (80% of the proceeds), leaving the founders with just $1M. This structure misaligns incentives, forcing founders to swing for home runs because "base hits" result in zero payout.

Will optimizing terms actually get you to $10k MRR?

No. Revenue is the only leverage that matters. You can negotiate a perfect term sheet, but without traction, you still face the "Fire Sale" mechanics. Don't let legal anxiety stall your sales motion. Focus on hitting $10k MRR to force a valuation where these preferences disappear. Build a business that can’t be liquidated for parts. Check out our Liquidation Preference SaaS Examples for more scenarios.
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FAQ
  • You:
    What if the investor asks for 2x Liquidation Preference?
    Guide:
    Run. A 2x preference on a $2M check means the first $4M of your company belongs to them. In a $5M exit, you would walk away with almost nothing. This is non-standard for Pre-Seed.
  • You:
    Does "Non-Participating" mean they don't get stock?
    Guide:
    No. It means they have to choose between their cash back OR their stock. "Participating" (the bad kind) lets them take their cash back AND keep their stock.
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