How to Read a Term Sheet: A Founder's Guide
How to read a startup term sheet — valuation, liquidation preferences, anti-dilution, board control, and which provisions to negotiate. Plain English for founders.
Most startups that run out of money don't fail because they had a bad idea. They fail because they didn't know how fast the clock was running.
That's the real danger of burn rate blindness. Not that founders are careless — it's that they're optimistic. They estimate expenses a little low. They count revenue a little early. They forget about the one-time costs sitting three months out. And then one day they look up and have sixty days of cash left.
The math is straightforward. Getting it right requires being honest with yourself — and most founders, understandably, aren't wired for that kind of pessimism.
Burn rate is how much cash your company spends each month, net of revenue. Two versions:
Gross burn rate: Total monthly cash outflow — every dollar going out. Salaries, rent, software, contractors, marketing, legal fees, everything.
Net burn rate: Where it gets real.
Net Burn Rate = Total Monthly Expenses − Monthly Revenue
This is the number that actually matters for survival. It tells you how much cash you're losing each month. If your gross burn is $80,000 and revenue is $30,000, your net burn is $50,000. A company with $80K gross burn and $75K revenue is in a completely different situation from one with $80K gross burn and $5K revenue. Net burn is the only number that captures that difference.
Cash runway is how many months of operating cash you have left at your current net burn rate.
Runway (months) = Cash on Hand ÷ Net Monthly Burn
Illustrative example: $500,000 in the bank, $50,000 net monthly burn = 10 months runway.
Ten months sounds like a lot. It isn't, once you factor in what you need to accomplish with it.
Runway is a countdown, not a comfort zone. Every month that passes without a meaningful change to cash on hand or net burn, you have one less month of life.
Using gross burn instead of net burn. Overstates how fast you're burning. Wrong numbers lead to wrong decisions. Always use net burn.
Forgetting one-time costs. Monthly run rate is a fiction. Real businesses have lumpy expenses: a new hire starting in two months, an annual software contract due in Q3, legal fees for the next funding round, equipment. None show up in your regular monthly burn — but they will all hit your bank account. A rolling 12-month cash flow projection is the right tool.
Not accounting for revenue changes. Most founders calculate runway assuming flat revenue and flat expenses. Neither is realistic. If revenue is growing, your net burn is shrinking — real runway is longer. If revenue is declining, real runway is shorter. The straight-line calculation is a starting point only.
Using the wrong cash balance. Use your end-of-period bank balance, not an average. If a big vendor payment went out on the 28th, your average looks comfortable but your actual cash on hand is what matters. Always pull from your actual bank balance on the day you're doing the math.
The 12-month rule. Know your runway to 12 months — always. Month-by-month projected cash balances through the next year. If that drops below 6 months, you need a plan: fundraise, revenue push, cost reduction, or some combination. Six months sounds like plenty. It isn't, once you factor in hiring timelines, sales cycles, and that most corrective actions take 60–90 days to show up in cash position.
The fundraising math. A typical fundraising process takes 3–6 months. If you start your raise with 3 months of runway left, you'll be closing — if you close — with almost nothing left. The rule of thumb: start your raise with at least 6–9 months of runway remaining. Your "safe" runway isn't 6 months — it's 9–12, once you build in the time to actually raise. Full timing guide in our startup funding post.
The hiring trap. Headcount is almost always the biggest burn driver — and the hardest cost to cut. You can cancel a software subscription overnight. You cannot easily undo a hire.
To make this concrete: a senior hire at $150,000/year adds ~$12,500/month to gross burn permanently, until you either hit the revenue growth that justifies it or make the painful decision to cut the role.
Model before you hire. What does your runway look like with and without this person? What revenue milestone do you need to hit to make it sustainable? If you can't answer those questions, you're not ready to hire.
Revenue acceleration — the highest-leverage move:
Cut variable costs:
Delay fixed costs:
Bridge financing: SAFEs and convertible notes can close faster than priced rounds and don't require setting a valuation. A small angel check from an existing investor can extend runway by months — enough time to hit the milestone that changes your fundraising story.
Your burn rate in isolation means almost nothing. $50,000/month net burn while generating $100,000/month in new ARR growth is a very different business from $50,000/month burn while generating $5,000 in new ARR growth. The first is investing in growth. The second is slowly running out of time.
When investors ask about burn rate, they're really asking two questions: How capital-efficient is this company? and How much does it cost to get to the next fundable milestone?
Answer the second clearly: "We have 12 months of runway. We need $X ARR to raise a Series A. At our current growth rate, we hit that in 9 months, leaving a 3-month buffer." That's a burn rate answer that builds confidence.
If you haven't worked through your unit economics — CAC, LTV, payback period — your burn rate conversation with investors will be incomplete. Those two analyses are the same story told in different directions.
Burn rate and runway aren't just financial hygiene. They're the strategic constraint that shapes every decision — what to build, who to hire, when to raise, how aggressively to grow.
The founders who get in trouble aren't the ones with high burn. They're the ones who don't track it honestly, don't model what's coming, and find out too late that the clock ran out.
Calculate your net burn. Know your runway month by month for the next 12 months. Build in the time fundraising actually takes. Model before you hire.
Burn rate tells you how many months are left on the clock. It doesn't tell you whether the time you have is being deployed toward a real opportunity.
DimeADozen.AI gives you the market sizing and competitive intelligence to answer that: Is the market large enough to justify this burn? Is the competitive window open? Is there a path to the revenue growth that makes your unit economics work?
Runway is your constraint. Market opportunity determines whether deploying against it makes sense.
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