Share dilution is when a company issues additional stock, reducing the ownership proportion of a current shareholder. Shares can be diluted through a conversion by holders of optionable securities, secondary offerings to raise additional capital, or offering new shares in exchange for acquisitions or services.
How to Issue Stock: Method 2– Issuing Stock
- Calculate the amount of capital that is needed.
- Review the number of authorized shares that are available.
- Calculate the total value of the shares that will be issued.
- Determine if preferred or common shares should be issued.
- Calculate the total number of shares to issue.
The number of authorized shares per company is assessed at the company’s creation and can only be increased or decreased through a vote by the shareholders. If at the time of incorporation the documents state that 100 shares are authorized, then only 100 shares can be issued.
When companies issue additional shares, it increases the number of common stock being traded in the stock market. For existing investors, too many shares being issued can lead to share dilution. Share dilution occurs because the additional shares reduce the value of the existing shares for investors.
In the stock market, when the number of shares available for trading increases as a result of management’s decision to issue new shares, the stock price will usually fall.
The CEO of a company sells a stock after discovering that the company will be losing a government contract next month. The CEO’s child sells the company stock after hearing from their parent that the company will be losing the government contract.
Dividing equity within a startup company can be broken down into five simple steps:
- Divide equity within the organization.
- Divide equity among company founders.
- Allocate money to investors.
- Divide the option pool into three groups: board of directors, advisors, and employees.
- Create a vesting schedule.
Basically, the answer is simple: the investment just dilutes everyone. Using the example from above… we’re two founders, we gave ourselves 2500 shares each, so we each own 50%, and now we go to a VC and he offers to give us a million dollars in exchange for 1/3rd of the company. 1/3rd of the company is 2500 shares.
The number of shares represents the authorized shares. The number of authorized shares can be increased by the shareholders of the company at annual shareholder meetings, provided a majority of the current shareholders vote for the change.
These purposes may include: conversion of debt to equity, raising capital, providing equity incentives to employees, officers or directors, establishing strategic relationships with other companies, and expanding the Company’s business or product lines through the acquisition of other businesses or products.
If you know the market cap of a company and you know its share price, then figuring out the number of outstanding shares is easy. Just take the market capitalization figure and divide it by the share price. The result is the number of shares on which the market capitalization number was based.
Dilution could cause tax implications.
If you have a shareholder that has close to 5% equity (and therefore should benefit from Entrepreneur’s Relief on their Capital Gains Tax) when they eventually sell their shares, the issuance of new shares or options may push them below the 5% threshold.
Stock dilution happens when a company issues more shares of its stock, or when more shares materialize, such as when employees exercise stock options or grants. Remember that a company first issues stock to the public via an initial public offering (IPO). After that, other issuances are called secondary offerings.
Once the IPO is complete, investors can make secondary offerings to the public on the secondary market or the stock market. As mentioned above, securities sold in a secondary offering are held by investors and sold to one or more other investors through a stock exchange.