This is something you should speak with an attorney about. Some things you should look out for / ask about. Flat / down rounds can come with more onerous liqui

This is something you should speak with an attorney about. Some things you should look out for / ask about. Flat / down rounds can come with more onerous liquidation preferences. Ask about this and see what comes out. For example, the investors in your $500 million dollar round float you a lifeline, $30 million more with a 2x preference. What does that mean? Well, let's say you previously raised $100 million w/ a 1x preference. Now, the company sells for $250 million, what happens? Well, the last investor gets $60 from the last round, $100 million from the previous rounds. Now, $90 million gets divided up over the 100 million shares outstanding. That's .90 cents per share. And I'm not sure what happens from a tax standpoint, but you're going to want to look into that. To answer your questions, a 409a has little to do with the price an acquirer is willing to pay, 409a is used for tax purposes and acquisition price is based on willingness to pay. If you believe that the company took money to find an acquirer, and the metrics won't change substantially, this other stuff doesn't really matter. It's probably time to move on. Technically, a re-price with a substantial pivot could have benefits, which could include a more favorable early exercise for new employees (I don't believe that would apply to existing employees, but ask a lawyer) and upside potential if the new strategy is successful.