The offer is 40% below what comps support. You have two weeks.
Valuation gaps at Series A and B are almost always readability gaps. The investor can't see what you've built, so they price what they can see. Opagio produces the Opagio 12 differential analysis — the document that defends the ask line by line.
You recognise the clock
The term sheet is real. So is the deadline. So is the doubt.
- The term sheet is real. It's also 40% below what your comps support. Neither side of that gap is imagined.
- Your lawyer says take it. Your board says push back. You have ten days before the offer expires and no evidence pack ready to hand over.
- Every conversation is an evidence conversation. You have evidence. It is not organised — and that is why the investor's number stands.
Negotiating on the number
- "Our comps support 40% higher"
- Market multiples without evidence context
- Board pressure vs. lawyer pragmatism
- Lead extends deadline, moves number 5–10%
Negotiating on the evidence
- Driver-by-driver defence of the gap
- Precedent transactions tied to specific intangibles
- Term-sheet language, not blog language
- Lead re-prices on substance, not just pressure
What the diagnostic starts
- A structured view of the gap. The Opagio 12 profile that shows where your intangible asset base genuinely supports a higher number — driver by driver.
- A precedent-transaction frame. Comps tied to identified intangibles, not ARR multiples scraped from a pitch-deck template.
- The structure of a negotiation document. Driver, method, number, evidence — the shape of the reply you send the lead. Term-sheet language, not blog language.
Purchase Price Allocation studies show intangibles account for the majority of transaction value at Series A and B — yet they rarely appear in founder pitch materials before the term sheet lands.
Sources: Ocean Tomo Intangible Asset Market Value Study; Houlihan Lokey PPA Study 2024.
The Bottom Line
A low term sheet lands because the investor cannot see what the founder has built. Organise the evidence, hand it over, and the number has to move — or the lead has to explain on record why it won't. The diagnostic is the starting structure for the defence: eight minutes to the first draft of a pushback that reads as a data exchange, not a negotiation.
Don't negotiate on the number. Negotiate on the evidence.
12 drivers. 8 minutes. The starting frame for a defence that turns the conversation from price to substance.