Secondary Sales & Tender Offers
Written by Harry Prabandham
Curated by Rubric Financial
1 / 5
What Secondary Sales Are
- Secondary sales are transactions where existing shareholders sell their shares to new buyers. The company does not issue new shares and receives no proceeds
- Buyers are typically late-stage VC funds, secondary market platforms (Forge, Nasdaq Private Market, EquityZen), or strategic investors seeking ownership
- Secondary sales require company approval (board consent and ROFR waiver), so the company controls who becomes a shareholder
- Pricing is negotiated between buyer and seller, often at a discount to the last primary round price (10-30% discount is common for illiquidity and information asymmetry)
Related Resources
IPO and Going-Public Readiness
A founder-focused walkthrough of IPO readiness, the S-1, direct listings versus traditional IPOs, and what changes once you are public.
Fundraising & EquityUnderstanding Milestone Tranches in Term Sheets
Why milestone-based funding tranches can kill your company, and how to negotiate terms that protect you if you miss a target by 5%.
Fundraising & EquityHow Long Does Fundraising Take?
Realistic timelines for each funding stage, when to start the process, and how to structure a fundraising sprint that creates competitive dynamics.
About the author
Harry PrabandhamFounder & CEO
Founder and CEO of StartupCFO. MBA from Wharton, MS in Computer Science, and decades of experience building and advising venture-backed startups.
More articles by Harry →Related tools and reading
Startup tax and compliance
Federal and state filings, R&D credits, and multi-state nexus tracking.
Free toolTax Compliance Calendar (2026 & 2027)
Federal, state, franchise, and local 2026 filing deadlines.
InsightAustin Startup Tax Deadlines 2027: Texas Franchise Tax Calendar
Texas has no personal or corporate income tax, but Austin startup taxes are not zero. Here is the 2027 calendar for founders: the May franchise tax report, the Public Information Report, sales tax on SaaS, the new refundable R&D credit, Travis County property renditions, and the federal and Delaware dates layered on top.
GlossaryMagic Number
Sales efficiency metric: new ARR per dollar of S&M spend.
InsightBoston Startup Tax Deadlines 2027: Massachusetts Calendar
Boston startup taxes run mostly through the state: the Massachusetts corporate excise with its $456 minimum, sales tax on SaaS, PFML contributions, and the 4% millionaire surtax that hits founders at exit. Here is the full 2027 calendar for a Delaware C-corp in Massachusetts.
GlossaryNexus (Sales Tax)
The connection with a state that triggers a tax-collection obligation.
Getting ready to raise?
See the reporting investors expect before diligence starts, and what a clean data room looks like when you walk in.
Want the full sample as a PDF?
No spam, ever. If the download doesn't start, email us.
Or talk it through: