The SME CFO

Venture Debt: How It Works, When It Extends Your Runway, and What It Costs

Venture debt buys more runway with far less dilution than raising more equity, but it is debt and behaves like debt when things get hard. Here is how it is sized and priced, how lenders decide, when it fits, and the risks founders underweight.

By Olubunmi Nmerenu, ACA5 min read
Venture Debt: How It Works, When It Extends Your Runway, and What It Costs
In this guide

Venture debt is a loan for companies that are venture-backed or generating strong recurring revenue, usually taken alongside or just after an equity round. Its appeal is easy to state: more runway with far less dilution than raising another slice of equity. The part founders underweight is that it is debt, and it behaves like debt when the plan slips, which is exactly when the runway it bought is most needed.

How it works

Venture debt is sized against your last equity round, typically 25 to 35 percent of it. Raise a 10 million round and you might qualify for 2.5 to 3.5 million of debt. The rate floats over a base rate and lands around 10 to 15 percent all in for most deals today. You usually pay interest only for the first 6 to 12 months, then repay principal and interest over the following 12 to 24.

On top of the interest, the lender takes warrants: the right to buy a small amount of equity, usually 0.5 to 1.5 percent of the fully diluted company, at your last round’s price. That is why venture debt is better described as less dilutive than as non-dilutive. The dilution is real, but small and bounded, which is the whole point compared with raising the same amount as equity.

How lenders decide, and why it needs backing

A bank lending to an early company is not underwriting this year’s cash flow, because there usually is not enough of it to service a loan. It is underwriting your investors and your capacity to raise the next round. The lender is, in effect, betting that credible backers will fund you again and that the loan will be repaid out of that raise.

This is why venture debt almost always follows an equity round led by investors the lender recognises. Without that backing, or without strong, predictable recurring revenue that can support a revenue-based line, venture debt is difficult to secure. It is a complement to equity, drawn on the strength of the equity behind you, rather than an alternative to it.

When it makes sense

Venture debt earns its place when the money it provides buys something worth more than it costs. Three uses fit that test:

  • Extending runway to a milestone that will lift your next valuation, so you raise later at a better price and give up less equity overall.
  • Funding a specific, ROI-positive investment, where the return on the spend comfortably exceeds the cost of the debt.
  • Bridging a defined gap to a round you have good reason to believe you will raise.

Used this way, venture debt reduces dilution and buys time on favourable terms. What it cannot do is replace equity for a company with no clear path to repay. Debt does not fix a business that is not working; it adds a fixed obligation to one.

The risks founders underweight

Venture debt is senior to equity and repaid on a schedule regardless of how trading is going. Covenants and material-adverse-change clauses can allow a lender to tighten terms or call the loan in a downturn, precisely when a company can least absorb it. And if the next round slips or comes in smaller, debt service competes for the very cash the debt was taken to extend.

The 2023 failure of Silicon Valley Bank, long the anchor of the venture debt market, was a reminder of how concentrated and fragile that lending can be. The lesson is not to avoid venture debt, but to treat it as leverage on a plan you already believe in, sized so that a delay in the next round does not turn the runway extension into a liability.

Venture debt or revenue-based financing

Both instruments are less dilutive than equity, but they lean on different things. Venture debt leans on your equity backers and your ability to raise again. Revenue-based financing repays as a percentage of monthly revenue and leans on the revenue itself, which suits a company with steady sales but no venture lead. The two are covered alongside grants in non-dilutive funding; the right one depends on whether your strength is your cap table or your revenue.

For African and diaspora founders

Venture debt is most available where the venture ecosystem is deepest. If your company is a Delaware or UK entity with institutional investors behind it, specialist lenders will look at you on the terms above. For a Nigeria-domiciled, revenue-generating business without a venture lead, classic venture debt is harder to come by, and revenue-based or working-capital finance is usually the more accessible route, though the market is developing quickly. It is another decision that turns on your incorporation structure, which shapes not only who can invest but who will lend.

The question to answer first

Venture debt is one of the cheaper ways to buy time when you are confident in the plan the time is for. When you are not, the debt tends to outlast the runway it bought. The question worth answering before you sign is whether the borrowed months get you to a materially stronger position, or simply postpone the same problem with interest attached.

If you are weighing venture debt against another equity round, book a conversation and we will model it against your runway and your next raise, so the decision rests on the numbers rather than the pitch.

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FAQ

Frequently asked questions

What is venture debt?+

A loan for startups that are venture-backed or have strong recurring revenue, usually taken alongside or soon after an equity round. Its appeal is more runway with far less dilution than raising more equity. It is still debt: repaid on a schedule, senior to equity, and it usually carries warrants that give the lender a small equity stake.

How much venture debt can I raise and what does it cost?+

Typically 25 to 35 percent of your last equity round, so a 10 million round might support 2.5 to 3.5 million of debt. Pricing floats over a base rate and lands around 10 to 15 percent all in, usually interest-only for the first 6 to 12 months and then repaid over the next 12 to 24. Warrants add a further 0.5 to 1.5 percent of dilution.

How do venture debt lenders decide whether to lend?+

They underwrite your investors and your ability to raise the next round, not your current cash flow, because early companies rarely have the cash flow to service a loan. That is why venture debt usually follows an equity round from credible investors. Without that backing, or strong predictable recurring revenue, it is hard to secure.

When does venture debt make sense?+

When the borrowed money buys something worth more than it costs: extending runway to hit a milestone that lifts your next valuation, funding a specific investment with a clear return, or bridging a defined gap to a round you are confident you will raise. It is a poor substitute for equity when there is no clear path to repay it.

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