Angel Investor Investment Terms

Angel investors

Understanding angel investor investment terms is essential for entrepreneurs seeking funding for their startups. Angel investors use various terms that you need to be familiar with to secure the financing you need. By understanding these terms, you can navigate the angel investment landscape with confidence and increase your chances of securing funding for your venture.

In this article, we will explore key angel investor investment terms such as seed capital, valuation, term sheet, convertible note, dilution, cap table, common and preferred stock, vesting, and stock option pool. These terms form the foundation of successful angel investments, and by understanding them, you can effectively communicate with potential investors and negotiate favorable terms for your business.

Seed Capital (Stage)

When it comes to funding a business in its early stages, seed capital plays a crucial role. Seed capital refers to the initial capital required to fund a business, often provided by the founder, friends, and family. This type of funding is typically utilized during the pre or low revenue stages of a company, allowing entrepreneurs to further develop their products or services and gain market traction. Understanding the significance of seed capital in the early stages of a venture is essential for entrepreneurs seeking to attract later-stage investors.

During the seed stage, entrepreneurs use the capital to validate their business idea, conduct market research, build prototypes, and execute initial marketing efforts. This funding helps startups cover expenses such as hiring talent, acquiring necessary equipment, and establishing a physical or virtual presence. Seed capital also provides an opportunity for entrepreneurs to refine their business model, test their product in the market, and gather feedback from potential customers.

Securing seed capital can be challenging, as it often involves convincing investors of the viability and potential of the business idea. Entrepreneurs need to present a well-developed business plan, demonstrate market demand, and showcase their own commitment to the venture. Seed capital investors may also take an equity stake in the company, so founders should carefully consider the terms and conditions of the investment.


Startup valuation plays a crucial role in attracting angel investors and determining the worth of a company. It represents the perceived value of a startup by someone other than the founder. There are two key valuation concepts to understand: pre-money valuation and post-money valuation. Pre-money valuation refers to the value of the company before an angel investor makes their investment, while post-money valuation is the value after the investment has been made.

Pre-money valuation is an important negotiation point between entrepreneurs and angel investors. It sets the foundation for determining how much equity the investor will receive in exchange for their investment. Post-money valuation, on the other hand, reflects the company’s value including the angel investor’s investment.

Understanding the concept of valuation is essential for entrepreneurs when negotiating terms with angel investors. It helps in determining the amount of funding needed, the percentage of equity to offer, and the overall attractiveness of the investment opportunity. By having a clear understanding of startup valuation, entrepreneurs can navigate the angel investment landscape more effectively and increase their chances of securing the right funding for their ventures.

Table: Comparison of Pre-money Valuation and Post-money Valuation

Valuation Type Definition Calculation
Pre-money Valuation The value of the company before an angel investor invests. Pre-money valuation = Post-money valuation – Investment amount
Post-money Valuation The value of the company after an angel investor invests. Post-money valuation = Pre-money valuation + Investment amount

The table above provides a comparison between pre-money valuation and post-money valuation. It highlights the definitions of each valuation type and how they are calculated. Having a clear understanding of these terms will enable entrepreneurs to negotiate investment terms more effectively and make informed decisions about their startup’s valuation.

Term Sheet

A term sheet is a non-binding outline that provides the terms and conditions of an investment between an entrepreneur and an angel investor. It serves as an initial agreement, indicating mutual interest in moving forward with the deal. While not legally binding, a term sheet acts as a framework for further negotiations and discussions.

Key Components of a Term Sheet

A typical term sheet includes various sections that outline essential investment details. Here are some key components commonly found in an angel investor term sheet:

  • Investment Amount: Specifies the amount of funding the angel investor is willing to provide.
  • Valuation: Defines the pre-money valuation of the startup, determining the percentage of ownership the investor will receive.
  • Investment Structure: Outlines whether the investment will be in the form of equity, convertible note, or another financial instrument.
  • Use of Funds: Specifies how the investment capital will be utilized by the startup.
  • Board Participation: States whether the angel investor will have a seat on the company’s board of directors.
  • Anti-Dilution Protection: Provides protection to the investor’s ownership stake in case of future funding rounds at a lower valuation.
  • Vesting: Establishes the vesting schedule for founder shares, ensuring alignment between founders and investors.

It’s important to note that the term sheet is a starting point for negotiations, and its terms can be modified before entering into a binding agreement. Entrepreneurs should review the document carefully, consult legal advisors, and negotiate terms that align with their long-term goals and interests.

Term Description
Investment Amount The amount of funding the angel investor is willing to provide.
Valuation The pre-money valuation of the startup, determining the percentage of ownership the investor will receive.
Investment Structure The form of investment, such as equity, convertible note, or another financial instrument.
Use of Funds How the investment capital will be utilized by the startup.
Board Participation Whether the angel investor will have a seat on the company’s board of directors.
Anti-Dilution Protection Protection for the investor’s ownership stake in future funding rounds at a lower valuation.
Vesting The vesting schedule for founder shares, ensuring alignment between founders and investors.

Understanding the terms outlined in a term sheet is crucial for entrepreneurs seeking angel investment. It provides a clear overview of the investment’s parameters and lays the groundwork for a mutually beneficial agreement. By carefully reviewing and negotiating the terms, entrepreneurs can ensure that their interests are protected while securing the necessary funding to fuel their startup’s growth.

Convertible Note

A convertible note is a common financing instrument used by angel investors to provide funding to startups. It is a type of loan that has the potential to convert into equity in the future. As an entrepreneur, understanding the intricacies of a convertible note can help you navigate the investment landscape and make informed decisions.

When a convertible note is issued, it typically includes an interest rate and a maturity date, similar to a traditional loan. However, what makes it unique is the conversion feature. This means that at a later stage, usually during a future funding round or when certain milestones are met, the investor has the option to convert the loan into equity in the company. This conversion is based on predetermined terms and conditions outlined in the convertible note.

One key advantage of a convertible note is that it allows startups to secure funding without having to determine the valuation of the company at an early stage. This can be beneficial for both entrepreneurs and investors, as it defers the valuation negotiation to a later date when more information and market traction is available.

Convertible Note Terms Explanation
Loan Conversion Ability to convert the loan into equity in the future.
Interest Rate The rate at which interest accrues on the loan.
Future Conversion Option The option for the investor to convert the loan into equity in the future.

It’s important to note that the terms of a convertible note can vary depending on the negotiation between the entrepreneur and the investor. Factors such as interest rates, conversion discounts, and valuation caps can all be negotiated and should be carefully considered to ensure a fair deal for both parties.

In summary, a convertible note provides a flexible financing option for startups, allowing them to secure funding without immediate valuation concerns. By understanding the terms and implications of a convertible note, entrepreneurs can navigate the investment landscape with confidence and attract potential angel investors.


Understanding the concept of dilution is crucial when considering angel investments. Dilution refers to the decrease in an entrepreneur’s equity stake as additional investors join the company. When new shares are issued to these investors, the founder’s percentage ownership is reduced. While dilution is a natural part of the investment process, it’s important for entrepreneurs to be aware of its potential impact on their ownership and control of the company.

Impact of Dilution

Dilution can have significant implications for entrepreneurs, as it means giving away a portion of their company’s ownership. It’s essential to carefully consider the dilution that may occur when accepting investment offers. While attracting investors is often necessary for growth and expansion, entrepreneurs must balance their need for capital with their desire to retain a substantial stake in their own company.

To better understand dilution, let’s take a look at the following table that illustrates the ownership stakes before and after a hypothetical investment round:

Investor Pre-Investment Ownership (%) New Investment Amount ($) Post-Investment Ownership (%)
Founder 70
Angel Investor 100,000 10
Founder Total 70 60
Total 100,000 40

In this example, the founder initially owns 70% of the company. After accepting a $100,000 investment from an angel investor in exchange for a 10% stake, the founder’s ownership is diluted to 60%. The total ownership of the company is now divided among the founder and the angel investor, with the founder’s stake accounting for 60% and the investor owning 40%.

Entrepreneurs must carefully consider the dilution they are willing to accept in order to secure funding while maintaining a significant ownership stake. It’s essential to strike a balance that ensures the company has access to the necessary capital for growth, while also allowing the entrepreneur to retain control and a substantial share of the company.

Cap Table

A cap table, short for capitalization table, is a crucial tool for angel investors and entrepreneurs in understanding ownership stakes and equity distribution within a company. It provides a detailed breakdown of the stock ownership percentages held by each entity or person involved in the business.

The cap table is essential for investors as it allows them to assess their potential return on investment and make informed decisions about financing. For entrepreneurs, it serves as a valuable resource for evaluating equity distribution among founders, employees, and other shareholders.

Here is an example of a simple cap table:

Example Cap Table

Shareholder Shares Percentage Ownership
Founder A 10,000 40%
Founder B 5,000 20%
Investor 1 3,000 12%
Investor 2 2,000 8%
Employee Stock Option Pool 2,000 8%
Other 3,000 12%
Total 25,000 100%

In the example cap table above, Founder A holds a 40% ownership stake with 10,000 shares, while Founder B has a 20% stake with 5,000 shares. The investors, Employee Stock Option Pool, and other entities also own a percentage of the company. The table provides a clear overview of ownership stakes and the total distribution of shares.

Understanding the cap table is crucial for entrepreneurs and angel investors alike, as it allows for effective decision-making, transparency, and equitable distribution of ownership in a company.

Common & Preferred Stock

When it comes to equity ownership in a company, two types of stock commonly come into play: common stock and preferred stock. Each type has distinct characteristics and preferences that can significantly impact both founders and investors.

Common stock is typically held by founders and employees. It represents ownership in the company and comes with voting rights. However, common stockholders generally have the lowest priority when it comes to receiving dividends or proceeds in the event of a company’s liquidation.

On the other hand, preferred stock is often held by angel investors and venture capitalists. It provides certain preferences and rights that common stock does not have. Preferred stockholders usually have a higher priority in receiving dividends or liquidation proceeds. They may also have preferences in terms of receiving their initial investment back before common stockholders.

Investor Preferences

Investors often prefer holding preferred stock as it provides them with more protections and potential financial benefits. By having preferred stock, investors can safeguard their investment and obtain additional control or influence over the company’s activities. This preference is particularly important to investors who want to ensure a certain level of return on their investment or have a say in decisions that impact their financial interest.

In contrast, founders may lean towards issuing common stock to themselves and their team members to retain ownership and control over the company. Common stock aligns with their long-term vision and allows them to participate equally in the growth and success of the business.

Understanding the differences between common and preferred stock is crucial for entrepreneurs structuring angel investments. It allows them to navigate negotiations with potential investors and make informed decisions about equity ownership and control in their startups.

While common stock represents the foundation of ownership for founders and employees, preferred stock offers investors added protections and preferences. Striking the right balance between the two is essential for a successful angel investment.


When it comes to angel investments, vesting is a concept that entrepreneurs should be familiar with. Vesting refers to the process of earning stock or equity in a company over a fixed period of time. It serves as an incentive for founders or employees to stay with the company and ensures that ownership is granted gradually. By implementing a vesting schedule, entrepreneurs can align the interests of all parties involved and promote long-term commitment.

Vesting typically involves a vesting period, during which the stock or equity is earned, and a cliff period, which is a specified duration before any vesting occurs. For example, a typical vesting schedule may have a 4-year period with a 1-year cliff. This means that no stock is earned until the founder or employee has completed 1 year of service, after which stock is earned monthly or quarterly over the remaining 3 years.

Benefits of Vesting

Vesting provides several benefits for both entrepreneurs and investors. For founders, it ensures that ownership is earned based on continued contributions to the company, preventing individuals from reaping the benefits without long-term commitment. It also serves as a retention tool, incentivizing key team members to remain with the company and work towards its success. Additionally, vesting can protect investors by ensuring that founders and employees have a vested interest in the company’s growth and are motivated to achieve key milestones.

Overall, vesting is a fundamental aspect of angel investor investment terms that entrepreneurs should understand. By implementing a well-structured vesting schedule, entrepreneurs can create a sense of alignment, commitment, and long-term value among all stakeholders involved in their startup.

Vesting Schedule Example Stock Earned
Year 1 0%
Year 2 25%
Year 3 50%
Year 4 75%
Year 5 100%

Stock Option Pool

An important aspect of angel investments is the allocation of equity for future employees through a stock option pool. A stock option pool is a portion of a company’s shares set aside for distribution to employees as part of their compensation package. This pool acts as an attractive incentive for talented individuals to join the startup, as they have the opportunity to own a stake in the company’s success.

The stock option pool is typically created during the investment negotiation process with angel investors. These investors often request the establishment of a stock option pool as a condition of their investment. It allows the company to attract and retain top talent by granting stock options to employees, which can later be converted into actual shares of stock.

When forming a stock option pool, entrepreneurs should carefully consider the allocation percentage. While there is no one-size-fits-all approach, a common guideline is to allocate around 10-20% of the company’s fully diluted capitalization. It is important to strike a balance between preserving sufficient equity for future funding rounds and ensuring that the pool is compelling enough to incentivize potential employees.

Benefits of a Stock Option Pool Considerations for Entrepreneurs
  • Attracts top talent
  • Incentivizes employees to contribute to the company’s growth
  • Potentially reduces cash compensation expenses
  • Aligns employee interests with the company’s success
  • Ensure the pool is large enough to accommodate future hiring needs
  • Balance equity allocation with the need to retain control
  • Understand the potential impact on your own ownership stake
  • Consider the dilutive effect on existing shareholders

In conclusion, the stock option pool is a critical aspect of angel investments. It allows startups to attract and retain talented employees by offering them an opportunity to own a stake in the company’s future success. Entrepreneurs should carefully consider the allocation percentage and strike a balance between preserving equity and incentivizing potential employees. The stock option pool serves as a valuable tool for aligning the interests of employees with those of the company, driving growth and fostering a culture of ownership.

Accreditation of Angel Investors

Angel investors play a critical role in providing early-stage funding to startups. However, not all investors have the same level of financial knowledge or experience. To ensure that investors are capable of making informed investment decisions, some may choose to seek accreditation. Accreditation is a formal designation regulated by the Securities and Exchange Commission (SEC), and it signifies that an investor meets specific criteria related to assets, income, and financial acumen.

Accredited investors have access to private capital markets, which may offer more lucrative investment opportunities compared to traditional public markets. Additionally, accreditation demonstrates an understanding of sophisticated investment proposals and the ability to evaluate and mitigate risks effectively. While accreditation is not a prerequisite to becoming an angel investor, it can provide investors with a competitive edge when seeking deals and building relationships with entrepreneurs.

The criteria for accredited investors vary depending on the SEC’s regulations. Generally, to qualify for accreditation, an individual must have a net worth exceeding $1 million (excluding the value of their primary residence) or an annual income of at least $200,000 ($300,000 for joint income) for the past two years. These thresholds ensure that accredited investors have a certain level of financial stability and resources to handle the risks associated with angel investing.

Benefits of Angel Investor Accreditation

  • Access to exclusive investment opportunities: Accredited investors gain access to deals and investment opportunities that may not be available to non-accredited individuals. This can include early-stage startups with high growth potential that require significant capital.
  • Enhanced credibility: Accreditation demonstrates an investor’s financial expertise and knowledge, which can increase their credibility and attract entrepreneurs seeking funding. Accredited investors may be seen as more trustworthy and capable of evaluating investment opportunities.
  • Networking and mentorship opportunities: Accredited investors often become part of a community of experienced entrepreneurs and investors. This network provides opportunities for mentorship, collaboration, and sharing of industry insights and best practices.

By seeking accreditation, angel investors can position themselves as knowledgeable and capable investors in the startup ecosystem. It allows them to access exclusive deals, enhance credibility, and participate in a network of experienced professionals. For entrepreneurs, partnering with accredited investors can provide valuable expertise, resources, and connections to support their startup’s growth and success.


In conclusion, understanding angel investor investment terms is essential for entrepreneurs seeking funding for their startups. By familiarizing themselves with terms such as seed capital, valuation, term sheet, convertible note, dilution, cap table, common and preferred stock, vesting, stock option pool, and angel accreditation, entrepreneurs can navigate the angel investment landscape with confidence.

Key takeaways from this article include the importance of seed capital in the early stages of a venture, the significance of valuation in negotiating terms with angel investors, and the role of a term sheet as a non-binding outline of investment conditions. Entrepreneurs should also be aware of the implications of convertible notes, dilution, and the structure of the cap table when structuring angel investments.

Additionally, understanding the distinctions between common and preferred stock, the vesting process, and the creation of a stock option pool can further enhance an entrepreneur’s chances of securing angel funding. Lastly, while not a prerequisite, angel investor accreditation provides access to private capital markets and demonstrates understanding of sophisticated investment proposals.

Leave a Reply

Your email address will not be published. Required fields are marked *