CODON Valuation Advisors

Stock Compensation Valuations for Life Science & Technology Companies

Deep sector expertise.
Defensibility you can count on.

Backed by deep sector expertise, dual-jurisdiction fluency, and a track record running IRC 409A and HMRC EMI valuations concurrently.

United States: IRC 409A

Fair market value of common stock for companies granting options to US taxpayers, documented to meet the safe harbor and to support ASC 718 reporting.

About 409A valuations

United Kingdom: HMRC EMI

Actual Market Value and Unrestricted Market Value for companies operating Enterprise Management Incentive schemes, with VAL231 support through to HMRC agreement.

About EMI valuations

A firm built on translation.

A codon is the smallest unit that translates genetic code into a precise, functional outcome. That's the discipline we bring to valuation: taking complex financial, legal, and market inputs and translating them into a single, defensible number.

Codon Valuation Advisors LLC is an independent valuation advisory firm focused exclusively on equity compensation valuations for technology and life science companies — IRC 409A reports for US private companies and HMRC-compliant EMI valuations for UK companies granting share options. Our clients range from pre-revenue biotech and clinical-stage companies to SaaS and deep-tech startups, and the multinational groups that span both.

Our team is built for this work: UK Chartered Accountants (ACA) and professionals holding the Accredited in Business Valuation (ABV) credential, issued by the American Institute of CPAs (AICPA) in the US, with a combined wealth of experience performing 409A and UK EMI valuations specifically for technology and life science businesses — complex cap tables, multiple financing rounds, IP-heavy balance sheets, and pre-revenue economics included.

01

Credentialed, sector-specific team. UK Chartered Accountants and US professionals Accredited in Business Valuation (ABV) under the AICPA, focused exclusively on technology and life science equity valuations — not general practitioners applying a generic template.

02

Fluent in pre-revenue & IP-heavy companies. Deep familiarity with clinical milestones, platform technology, multiple liquidation preferences, and other structures common to tech and life science cap tables.

03

Cross-border fluency. One engagement team that understands both IRC 409A / ASC 718 and UK EMI legislation, so multinational grants stay consistent.

Three ways we help you grant with confidence.

Purpose-built for technology and life science companies — whichever side of the border your option pool sits on, we deliver a valuation your counsel, auditors, and tax authorities can rely on.

409A Valuations

Independent fair market value determinations for US technology and life science private companies issuing stock options, satisfying IRC 409A safe-harbor requirements and ASC 718 financial reporting.

  • Common & preferred stock valuation
  • OPM, PWERM & hybrid allocation methods
  • Pre-revenue & clinical-stage biotech experience
  • 12-month safe-harbor refresh cycles
  • Board-ready documentation
409A valuation service →

UK EMI Valuations

HMRC-compliant Actual Market Value (AMV) and Unrestricted Market Value (UMV) reports for UK technology and life science companies operating Enterprise Management Incentive schemes.

  • AMV / UMV determinations
  • HMRC advance assurance support
  • Growth share & hurdle structures
  • R&D-intensive & IP-heavy balance sheets
  • Annual refresh & grant support
UK EMI valuation service →

Cross-Border EMI & 409A

Coordinated valuations for technology and life science groups granting equity to both US and UK employees — one methodology, one engagement team, two compliant deliverables.

  • Consistent enterprise value inputs
  • Single point of contact — UK ACA & AICPA-Accredited in Business Valuation (ABV) credentialed
  • Aligned refresh timelines
  • Built for group reorganizations & expansions
Cross-border valuation service →

An indicative value in about a minute.

Enter your cap table and a few financial figures and the free estimate tool returns a low, mid and high value per share with the method and every assumption shown. Nothing you enter leaves your browser. The same model is available to AI assistants through the Codon Valuation connector.

409A and EMI, side by side.

Same shares, same purpose, two different sets of rules. The five differences founders ask about most.

409A valuation (US)EMI valuation (UK)
What it concludesOne figure: fair market value per share of common stockTwo figures: Actual Market Value and Unrestricted Market Value
How you get certaintySafe harbor: an independent appraisal within 12 months of grant is presumed reasonableAdvance agreement: HMRC agrees the values before grant
Who prepares itAn independent appraiserThe company or its advisers
How long it lastsUp to 12 months, or until a material event90 days from HMRC's agreement
If the price is too lowTax as the option vests, plus a 20% additional federal taxIncome tax on the discount when the option is exercised
Read the full guide →

409A and EMI, side by side

409A valuationEMI valuation
Country and authorityUnited States, IRSUnited Kingdom, HMRC (Shares and Assets Valuation team)
Governing rulesInternal Revenue Code section 409A and Treas. Reg. 1.409A-1(b)(5)ITEPA 2003, sections 527 to 541 and Schedule 5
Who it coversAnyone subject to US tax who receives options, wherever the company is basedEligible employees of a qualifying company: working at least 25 hours a week or 75% of their working time, and holding no more than 30% of the company
What it concludesOne figure: fair market value per share of common stockTwo figures: Actual Market Value (AMV), which reflects restrictions on the shares, and Unrestricted Market Value (UMV), which ignores them
Standard of valueThe reasonable application of a reasonable valuation method, considering assets, future cash flows, comparable companies, recent arm's length transactions, and control premiums or marketability discountsMarket value as defined for capital gains tax (TCGA 1992, Part 8): the price the shares would fetch on a sale in the open market
Usual methodsThe AICPA guide's allocation methods: option pricing (OPM), probability-weighted expected return (PWERM), hybrid, and backsolve from the latest roundRecent arm's length transactions in the shares first. Where there are none, an appropriate valuation technique for a small minority holding (HMRC SVM110050)
How you get certaintySafe harbor. An independent appraisal dated no more than 12 months before the grant is presumed reasonable, and the IRS can rebut it only by showing it was grossly unreasonableAdvance agreement. The company proposes AMV and UMV on form VAL231 and HMRC agrees them before grant. Optional, but standard practice (HMRC guidance)
Who prepares itAn independent appraiser for the main safe harbor. Early-stage companies may instead rely on a written report from a person with at least five years of relevant experienceThe company or its advisers. Independence is not required
How long it lastsUp to 12 months, or until new information that may materially affect value, such as a funding round90 days from the date of HMRC's agreement, provided nothing changes that could affect the agreed value
Limits the value is tested againstNoneMeasured at UMV: £250,000 of unexercised options per employee and £6 million across the company. Lower limits apply to certain Northern Ireland companies (Sch. 5, paras 5 and 7)
Pricing below valueNot workable. An option priced below fair market value at grant is treated as deferred compensationPermitted. The option still qualifies, but the discount is taxed
If the price is too lowIncome is taxed as the option vests, plus a 20% additional federal tax and interest at the underpayment rate plus one percentage point, all falling on the employeeIncome tax when the option is exercised, on the difference between the price paid and market value at grant, or at exercise if that is lower (s. 531)
Accounting useThe common stock value is normally the share price input for ASC 718 expenseA tax valuation. IFRS 2 or FRS 102 expense is measured separately, although the same analysis can inform it

Sources: 26 U.S.C. 409A; 26 CFR 1.409A-1(b)(5); ITEPA 2003, Schedule 5 and Part 7, Chapter 9; HMRC, Get a share scheme valuation; HMRC manuals SVM110050, ETASSUM51040 and ETASSUM58010; AICPA, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. EMI limits are those in force from 6 April 2026.

Straight answers on 409A and UK EMI valuations.

The questions we hear most often from founders, finance teams, and counsel — on both sides of the Atlantic.

What is a 409A valuation, and who needs one?

A 409A valuation is an independent determination of a US private company's common stock fair market value, required under IRC 409A before granting stock options to any US tax resident — employee, advisor, or contractor.

How often does a 409A valuation need to be refreshed?

Every 12 months at minimum, and sooner after any material event — a financing round, acquisition, or major shift in the business — that could affect the company's value.

What is a UK EMI valuation, and what's the difference between AMV and UMV?

AMV (Actual Market Value) accounts for restrictions on the shares and sets the income-tax point at exercise, while UMV (Unrestricted Market Value) ignores those restrictions and is used only to test the per-employee and company-wide EMI limits.

How long does it take to get a valuation completed?

A draft conclusion is delivered within 10 business days of a complete information intake, for both 409A and UK EMI engagements.

Can you value a company granting equity to both US and UK employees?

Yes — our Cross-Border service runs one consistent valuation methodology across both jurisdictions, with a single engagement team producing both compliant deliverables.

Do you work with pre-revenue or clinical-stage biotech companies?

Yes — pre-revenue economics, clinical milestones, and IP-heavy balance sheets are a core part of our practice, not an edge case.

What happens if the IRS or HMRC challenges a valuation?

A properly documented, independent valuation completed within the required timeframe qualifies for IRS safe-harbor protection, shifting the burden of proof to the IRS rather than the company — and our reports are built to withstand review from HMRC's Shares and Assets Valuation team as well.

What information do you need to get started?

A current cap table, recent financials or projections, and details of the financing round or option grant driving the request — we'll guide you through anything else needed during intake.

How much does a valuation cost?

Scope and fee are agreed upfront before any work begins, so there are no surprises when the invoice arrives.

What sets our engagements apart.

01

Partner-led, start to finish

Every engagement is led directly by a credentialed partner — never handed off to junior analysts for the analysis that matters most.

02

Built to withstand scrutiny

Our reports are constructed to hold up under review from the IRS, HMRC's Shares and Assets Valuation team, and your auditors alike.

03

Drafts within 10 business days

A clear, guided intake process keeps engagements moving — you'll have a draft conclusion in hand within 10 business days of kickoff.

04

True cross-border capability

One of the few firms delivering both IRC 409A and HMRC EMI valuations under a single, consistent methodology — not two disconnected engagements.

05

Transparent, agreed-upfront fees

Scope and fee are agreed before any work begins, so there are no surprises when the invoice arrives.

How a valuation gets translated.

Every engagement follows the same disciplined sequence, run by our team of UK Chartered Accountants and US professionals Accredited in Business Valuation (ABV) under the AICPA — the inputs change, the rigor doesn't.

  1. 01

    Intake

    We gather cap table, financials, transaction history, IP/pipeline milestones, and option plan documents — scoped to a short, guided checklist built for tech and life science companies.

  2. 02

    Analysis

    We apply market, income, and cost approaches as appropriate, allocating enterprise value across the capital structure.

  3. 03

    Draft & Review

    You review a draft conclusion and methodology summary before the report is finalized — no surprises at delivery.

  4. 04

    Delivery & Support

    A signed, audit-ready report, plus support if auditors, HMRC, or the IRS have follow-up questions.

Let's translate your cap table into a number you can stand behind.

Tell us a little about your technology or life science company and the grant you're planning, and our team of UK Chartered Accountants and US professionals Accredited in Business Valuation (ABV) under the AICPA will follow up with next steps and a fee estimate — typically within one business day.

info@codonvaluation.com

Serving private companies across the U.S. and U.K.

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