Professional Documents
Culture Documents
Angel Funders Report 2021
Angel Funders Report 2021
TABLE OF CONTENTS
Letter from Our CEO ...............................................2
Introduction ..............................................................6
Angel Investing Today: 2020, A Year Like No Other ..........6
Key Findings ......................................................................8
2021 Investing by the Numbers .........................................9
Angel Groups Investing Patterns........................................9
Funding Rounds Insights ..................................................12
Appendix ................................................................60
The ACA Methodology ....................................................61
Participating ACA Member Groups .................................62
Glossary ............................................................................66
One of the biggest, and ultimately most positive, moves was the transition
of ACA Angel University from in-person workshops to virtual classrooms,
On the diversity and inclusion front, another key ACA initiative, we are
pleased to report significant progress in 2020. The data shows an increase
in funding for companies led by women and Black CEOs. We will be
following these trends and working to ensure sustainable progress in the
coming years. Data we collect in the coming year about follow-on funding
will be a primary indicator of sustainability.
ACA’s Data Initiative, and its capstone publication, the Angel Funders
Report, provide data and insights on investment results over time. We
collect information directly from the actual investors, ensuring that we can
see and monitor trends as they happen.
Patrick Gouhin
CEO, Angel Capital Association
4 | Highlights
REPORT 2021 HIGHLIGHTS
Each angel group invests about
6 | Introduction
groups of ACA members, angel networks, angel funds, networks with sidecar
funds, and more.
The Angel Funders Report, released annually, shows the impact that angel
investing has on innovation, the startup ecosystem, and the larger economy.
In 2021, we are happy to report that angel investing is strong and continues to
grow. Angels, and angel groups, invested more dollars in more companies than
prior years. During a year of constant change and uncertainty, angels continued
to provide unique support, funding, mentoring, and operational expertise to help
young companies survive and grow. Given the unparalleled breadth and depth
of the ACA networks, we estimate that ACA members volunteer more than one
million hours annually mentoring founders and their companies. With the help of
angels, portfolio companies pivoted to meet changing market needs and found
creative ways to keep their businesses afloat, including navigating the world of
PPP loans. Many portfolio companies reported that they applied for and received
these critical funds.
Funding from angels provided powerful leverage to startups, enabling companies
to raise $6 additional dollars for every dollar invested by angels. Overall, angel
portfolio companies raised more than $4 billion in 2020.
The pandemic also triggered changes in angel investing practices. After moving
to the world of “zooming,” angels expanded their investment radius. Almost half
of all deals in 2020 were done outside of the group’s local region. Angels also
increased their support of existing portfolio companies with more follow-on deals
after their initial funding.
In another key focus area for ACA, 2020 also saw an increase in the formation of
new angel organizations and ACA membership by women and people of color.
Women-led companies now represent almost one third of all investments, and
Black entrepreneurs captured a record 15% of first round angel dollars. Overall,
Black entrepreneurs captured 10% of all angel investment dollars, representing a
faster rate of change than venture capital diversity initiatives have been able
to produce.
8 | Introduction
INVESTING BY THE NUMBERS
Despite widespread turmoil and uncertainty, angels continued to invest in 2020,
which is significant given that unlike venture capitalists and other investors, angels
are investing their own personal funds. While VCs shifted their investment dollars
to later stage deals, angels doubled down to invest more dollars per group
in early-stage companies solidifying their role as the primary support for seed
stage investing. Angels invest in this asset class to leverage their experience and
expertise to help startups grow. They work with early-stage entrepreneurs closely,
often investing significant time and energy before investing dollars. Early-stage
investing is inherently risky — more than 50% of all businesses fail in their first five
years — and angels mitigate their risks by investing smaller amounts in multiple
investments across a variety of companies over time. Angel investors also balance
risk by investing with other angels.
Average # of Deals 16 14 19
While the per-deal investment amount may be small, angel groups invested more
capital total in 2020, and increased their participation in larger deals. Angels are
one source of capital participating with others, including VCs, in early rounds of
funding, and 28% of angel investments in 2020 were part of a larger deals ($2.5
million–$5 million). This is a marked increase over 2019, when only 11% of angel
investments were part of a $2.5 million–$5 million deal. Angels actively participate
in early-stage follow-on funding. Their participation declines in later stage rounds
(Series D, E, etc). ACA analysts note that this may be a result of early-stage
companies creating more follow-on rounds sooner than usual, because they
needed more funds to survive the pandemic. Figure 3 shows that rounds valued
In 2020, angel groups increased the number of both their initial and follow-on
investments, reflecting their commitment to support companies throughout the
pandemic, as shown in Figure 5. The typical group executed over 30% more deals
in spite of 2020 being a challenging year.
Given the focus on early-stage investments, it is less common for angels to make
an initial investment in a later stage, larger round when a company is raising more
than $10 million. Most angel deals are done during smaller, earlier rounds, when
angels have more leverage in setting the terms and positively influencing the
companies since their investments represent a larger portion of the total shares.
With impact far beyond their investment dollars in these early rounds, angels
make sure companies are well managed and mentor CEOs to help them grow
successful companies (Figure 6).
In 2020, deal size for seed rounds was around $100,000 and deal size for Series A
rounds was around $120,000. Although there is not a huge difference in the size
of investments, the number of Series A+ and later deals increased significantly,
reflecting the angels’ continued support for companies as they progress and
continue to reduce risks (Figure 8).
Angels are often active investors, not passive investors, and dollars alone fail to
tell that story.
While angels are often the first professional money in many seed deals, they
are seldom the only investors in the deal. Angels have their greatest influence
in the earliest rounds; as shown in Figure 9, angels contribute 43% of the total
amount invested during these rounds. Building the “right” structure and creating
relationships with other investors, including venture capitalists, is critical to the
future success of the angel investments. The ability to invest in later rounds is often
related to the terms set in the seed rounds, giving investor participation rights in
future rounds. This demonstrates the importance of the role angels need to play in
building relationships and setting deal terms in those early initial rounds.
The initial angel investors often play a critical role in bringing in other angels
and other investors via deal syndication. In the earliest rounds, the trust
built among ACA member groups driving syndicated deals is critical to a
company’s long-term success.
As round sizes increase, it becomes progressively harder for angels to invest the
amount of capital required to obtain meaningful equity in that round. When an
angel group invests $100,000 in a $1 million round, they represent 10% of the
total capital invested. In terms of the post-funding actual equity in the company,
this may be only 2-3% of the total equity. When the round is $10 million, their
investment equals only 1% (and only 0.2-0.3% of the post funding total equity), so
their financial impact is significantly less.
As shown in Figure 10, venture capitalists invested 5X more than angels in 2019,
but only 3X more than angels in 2020. This is due, in part, to the flight of venture
capitalists to much later stage opportunities and a significant reduction of venture
capitalist funding of Seed and Series A round companies. This trend, reported
extensively by other organizations, is confirmed in our report.
Despite these growing valuations, angels continue to show the greatest interest
and participation in lower, more reasonably valued rounds. Historically, the
amounts angels invested per deal did not vary greatly based on the overall deal
valuation. Angels invested between $100-$150K per deal, whether the valuation
was under $2.5 million or up to $20 million. Investments only increased to more
than $200K when valuations hit the $20 million+ level. In 2020, this behavior
changed, and angels demonstrated a strong preference for rounds valued at less
22 | Valuation Trends
than $5 million. Angel investments in rounds under $2.5 million increased almost
70%, to $224K, as shown in Figure 12. Median angel investments in $5 million+
rounds decreased. This data will be analyzed in coming years to determine if this
is a one-time response to an uncertain economic environment or part of a longer-
term trend.
24 | Valuation Trends
FIGURE 14. Fintech and Clean/Greentech Lead Valuations
FIGURE 15. Preferred Equity and Convertible Debt Dominate Angel Deals
26 | Portfolio Companies
Company Tax Structure
While the business model and management team of each startup are the most
essential factors in early-stage investment decisions, deal terms and company
tax structures are also important considerations because both can impact angel
investment returns. Investor preference for C corps has not changed in several
years, representing almost 90% of all deals. While there is increasing discussion
among ESG focused investment groups about impact/mission driven investing,
this has not translated to broad adoption by angels of the often-publicized B corp
structure*, as shown in Figure 16.
28 | Portfolio Companies
Many angels’ portfolio companies have very few employees at time of investment.
Figure 18 shows that 75% of companies have 5 or fewer employees at time of
funding. Often, angels play a unique role in providing essential expertise in the
early stages of company growth, in addition to their financial investment. One
important use of seed funding is building out management teams and other key
positions needed to drive company growth.
Company maturity, as indicated by number of employees, did correlate with the
amount of capital that angels invested. Figure 18 shows that companies with
more than 5 employees received 20% more funding and that companies with 50
or more employees received double the funding of less mature businesses.
It is likely that companies with smaller teams were still in product development or
pre-revenue stages, while larger teams indicate a need for significant investment
in sales, marketing, business development, people, and programs, requiring much
more capital.
30 | Portfolio Companies
We focus on staying resilient,
paying attention to the
investors who ‘get it,’ and
supporting our clients. Lots of
‘no’s’ will lead to a
'yes' if you stay committed.”
Sevetri Wilson
32 | Portfolio Companies
Gender Diversity FIGURE 20. Female-
led Companies Are
2020 showed continued growth in the number of
Gathering More of
angel-funded female-led companies, with an increase
the Investment Pie
of 10%. As shown in Figure 20, female CEOs now lead
29% of all angel funded companies.
Women-led companies also made significant progress
in closing the overall funding gap in 2020, raising
an average of $224K vs. an average of $240K for
male CEOs, as shown in Figure 21. In 2019, women-
led companies raised only 75% as much capital as
male-led companies. In 2020, female CEOs raised 93
cents for every dollar raised by a male CEO. Funding
differences by gender follow similar trends whether it
is an initial or follow-on round.
34 | Portfolio Companies
Ethnic Diversity
The angel community is also making progress on increasing the ethnic diversity
of funded companies, albeit at a slower pace than progress made in gender
diversity. 2020 was a great year for Black entrepreneurs, whose first-round funding
increased to 15% of total dollars, higher than their percentage of representation
within the population*, as seen in Figures 23 and 24. This marks a major increase
from prior years. Funding for Asian CEOs declined slightly in 2020 from past years
at 6% of total funding. Historically, Asians have been the largest ethnic segment
outside of Whites. Share of capital raised by White CEOs fell 15% from more than
90% of first round dollars to less than 78% in 2020. This figure is in line with the
percentage of Whites within the US population.
FIGURE 23. Initial Funding for Black CEOs More Than Doubled in 2020
36 | Portfolio Companies
Our aspiration is to activate
10,000 investors of color to
invest $10K each, deploying
$100M into the ecosystem
by 2025."
Eli Velasquez
The progress made in ethnic diversity did not come at the expense of one group
over another and total investments grew for all segments.
More diverse profiles of leadership did not trigger a change in the top investment
sectors, with more than 90% of dollars going to the top three segments: medical/
healthcare, health care technology, and software as a service, as seen in Figure 25.
38 | Portfolio Companies
FIGURE 25. Top Markets by Race of CEOs
40 | Portfolio Companies
Introducing new, disruptive
products to an entrenched
market is hard enough—but
macro events also required
the team to navigate other
challenges, like the China tariffs
and the COVID pandemic."
Eugene Cho
“We were also impressed with Eugene and his
team. Introducing new, disruptive products
to an entrenched market is hard enough—
but macro events also required the team to
navigate other challenges, like the China tariffs
and the COVID pandemic,” said Rosenberg.
Cellink approached them in late 2020. At the
time, the company wasn’t for sale. “Eugene
and our board of directors almost dismissed
Cellink’s initial interest, but that interest turned
into action and we were able to complete a
transaction that was a win for all,” explained
Rosenberg, selling the company to Cellink
(now BICO Group AB) for $110M in July 2021.
TCA members who invested received an all-cash return, earning up
to 5x their investment. With a total of $2.9 million invested by TCA
members, that translates into a combined gain for TCA members
across all rounds of over $9.4 million (or 4.2x overall). The company
will retain its local office San Diego office and Eugene Cho will
continue to drive the business, a sure sign for a bright future.
FIGURE 27. SaaS and Health Care Lead Exits; Life Sciences Lead IPOs
There is a significant time span between initial angel investments and exits—
often, 5-7 years (and ACA’s Angel Funders Report is now in its third full year),
which is consistent with both venture capital and angel statistics for many
years.
Angels tend to report more positive exits and underreport investments that
become “zombies” (still existing, but barely) or those that go out of business—
some angel investments just languish or fade away over time
Gathering and interpreting exit data will continue to be a focus for ACA’s Data
Initiative.
FIGURE 31A. East Coast Regions Have the Largest Median Investments
Investment vehicles also vary by region, although preferred shares and convertible
notes dominate overall. The mix of these instruments is different across regions.
For example, Figure 31B shows that convertible notes represent more than 50%
of deals in the Mid-Atlantic region. SAFEs represent about 8% of deals across
regions, except for California and Texas, where they are more popular.
FIGURE 31B. SAFEs Are Used More in West Coast and Texas
There are some key differences between differently sized groups, and for the
purposes of analyzing data, we’ve split the groups into categories: large groups
(more than 50 members) and small groups (fewer than 50 members). Large groups
invest more dollars overal (Figure 32). They also do almost double the number of
deals per year, because they have greater deal capacity with more staff and more
members to conduct due diligence, arrange meetings to discuss opportunities,
etc. Smaller groups invest in around 11 deals per year, at a lower dollar amount
than larger groups, as shown in Figures 33, and 34A.
In addition to group size, the length of time the group has been in existence is
also a key factor influencing deal flow. Groups that have been operating for fewer
than five years invested significantly fewer dollars annually. The average deal size
was also substantially smaller for these younger groups, as shown in Figure 35.
The trend line indicates a positive correlation between the dollars invested and
the age of the group, which makes sense because it can take angel groups several
years to coalesce and embrace best practices. Larger and more active ACA angel
groups, who are also major contributors to ACA’s Data Initiative, can help newer
groups accelerate their learning curves and establish smart practices. Shared
learning from reports like this one, along with ACA Angel University and other
educational opportunities, can add essential value for newer groups.
While total investments may vary greatly based on group size or age, Figure 36
shows that individual member participation does not vary. No matter the size or
age of the group, most deals have 5 or fewer members participating and 75%
have fewer than 10 investors. This pattern is consistent with prior years.
As discussed in earlier sections of this report, angel investors often provide advice
and mentorship to portfolio companies, in addition to dollars invested. It is not
unusual for angel investors to join the board of directors of portfolio companies.
Figure 37 shows that angels join the board in about 30% of deals. This seems to be
a win-win scenario, with portfolio companies benefiting from additional guidance
and more capital. Since the dominant investor group tends to receive the board
seat and to exercise greatest influence over the term sheet, it is not surprising that
groups receiving board seats invested 2X more than those that did not.
INVESTED MORE
THAN $15M
INVESTED BETWEEN
$10-15M
INVESTED LESS
THAN $10M
INVESTED IN
MORE THAN
40 DEALS
INVESTED IN
31-40 DEALS
INVESTED
IN 30 OR
FEWER DEALS
This year’s report provided a deeper dive into initial vs. follow-on funding, the role
of gender and ethnicity, changing industry trends, and angel group performance
differences. We will continue to build on this work in the coming years. This includes:
Facilitating syndication and understanding its impact on investment
performance will continue to be an ACA priority.
Closely monitoring gender and ethnic performance trends to determine if the
ethnic and gender gains seen in 2020 are sustainable. It will be important to
track follow-on funding to ensure continued progress toward the elimination of
the funding gaps.
Providing more granular exit analysis by working with our angel groups to get
more detailed information.
Increasing information requests on alternative investing models. ACA
educational programs and insights publications have noted a significant
increase in new funding models and organization structures. In the coming
years, we will work to expand our outreach and collect more information to
augment our Angel Funder’s Report data, including Revenue Based Investment
Funds (RBI's) and SPACs.
58 | What's Next
We also need to expand our focus to address changing markets, including
more international investors now that the ACA has expanded its membership
to international members. One of the most interesting developments in 2020
has been the increased awareness from the government and others on the
importance of start-ups in driving job growth and the overall economy.
ACA will continue to monitor the impact of these trends, including:
Understanding and influencing the impact of potential tax changes to
ensure an increasing flow of critical early investment dollars to entrepreneurs.
Identifying new funding sources for start-up investments and investment
models. Significant new funding is being offered to help drive the creation
of new angel organizations as part of these new initiatives. ACA will continue
to play a leadership role in these activities. Tracking these new investors and
their investments will increase in the years to come as the ACA and the Angel
Funders Report expands their reach.
ACA’s Data Initiative has grown significantly, and we continue to strive for greater
impact. To provide the most actionable and helpful data, we need to expand
our database. All ACA members are encouraged to participate in the ACA Data
Initiative—after all, our members are the most definitive source of early-stage
investing information.
With strong support from our member community, we will continue to provide
perspective and analysis that helps demonstrate how start-ups can be more
successful when they are backed by the expertise, commitment, and dollars of
ACA members.
ACA remains steadfastly committed to providing the information and insight
needed to ensure that start-ups are the engine of innovation, job growth, national
competitiveness, upward mobility, and social justice. We are proud to represent
the angels who are the fuel for that engine.
60 | Appendix
THE ACA METHODOLOGY
The Angel Capital Association invited its North American angel groups to
participate in an in-depth analytics-sharing initiative. ACA and its committee
of experts received the raw data, combining and enhancing data from multiple
reporting groups using publicly available analytics. All financials are reported
in U.S. dollars. The 2021 Angel Funders Report reflects data collected from 71
angel groups about investments made during calendar year 2020. Where noted,
the analysis includes comparison data from 2019 and 2018, as seen in Figure 40.
External sources and acknowledged experts were interviewed and their insights
are included as part of the commentary within the report.
OVERALL NUMBERS
> 50 Members: 22
MEMBERS GROUPS
50 – 99 Members: 23
Located in 30 STATES + 2 PROVINCES
35 16 14 300+ Members: 6
62 | Appendix
Group Name Location Year Est.
64 | Appendix
Group Name Location Year Est.
VentureSouth Greenville, SC
Angel Investor – An individual who makes direct investments of personal (after tax) funds into a
venture, typically early-stage businesses.
Angel Fund – An aggregation of angels or angel money pooled together into a single check-
writing entity.
Angel Network – An aggregation of angels working together (often in the context of a defined
“membership” and referred to as an Angel Group) to share deal flow, diligence, deal term
development, experience, and company supervision.
B
B corp – B corporations are a legal structure and designation for a company focusing on its
societal impact in addition to shareholder value. B corporations are intended to be businesses
that meet the highest standards of verified social and environmental performance, public
transparency, and legal accountability to balance profit and purpose. B corps form a community
of leaders and drive a global movement of people using business as a force for good.
Back Loaded Revenue Models – A business plan which assumes the majority of the revenue
for the startup, or for a given customer of the startup, will not come in the early years of the
startup, or not in the part of the relationship with a given customer, but rather later on in the
company’s development or later on in the relationship with a given customer. Back Loaded
Revenue Models require some source of financing of early company activities while waiting for
the revenue to come in.
Bridge Financing – A small financing intended to carry a company over until its next major
financing event. Often effectuated with simpler deal structures such as convertible debt.
66 | Appendix
C
C corporation – A legal structure and form for a company. C corporations are separate taxable
entities, with legal existence apart from its owners, the stockholders.
Cap on Note or Valuation Cap – When a convertible note is used as the investment vehicle for
an investor, a maximum conversion valuation for the conversion of the note amount into shares
may be set at the time of entering into the note.
Cap Table – A table describing the capitalization of a company including the names and
number of shares owned by each principal and investors. This table is often segmented to
describe each of several funding rounds in the company and clearly differentiates preferred and
common shareholders.
Capital Intensity – The relative amount of capital a company will require to grow to scale.
A capital-intensive company would require tens or even hundreds of millions of dollars of
investment to reach scale, whereas a capital efficient company might require as little as a few
million dollars in total capital to reach scale.
Common Stock – Is the baseline equity of the company. In case of bankruptcy, it is entitled
to all assets and cash of the company after the payment of obligations such as bank debt,
corporate debt, taxes, trade creditors, employee obligations, and preferred stock. Founders
and employees almost always own shares or options for common stock.
Conversion Rights – Rights by which preferred stock “converts” into common stock. Usually,
one has this right at any time after making an investment. Company may want rights to force a
conversion upon an IPO; upon hitting of certain sales or earnings’ targets, or upon a majority or
supermajority vote of the preferred stock. Conversion rights may carry with them anti-dilution
protections.
Convertible Note – Convertible notes are structured as loans with interest and repayment
provisions. However, if the borrower completes an equity financing prior to the maturity date,
the loan amount converts to common or preferred stock at an agreed-upon rate, usually at
the option of the investor. Interest on convertible notes is often deferred. The conversion
rate is typically expressed as a discount to the valuation of that next round of funding and is
negotiated at the time of making the note.
Convertible Preferred Stock – Most common security for venture capital investments.
Holders of this class of stock have “preference” over the common shareholders in the event
of a liquidation of the company. Preferred shareholders can receive dividends, exercise voting
privileges, and retain the option to convert to common stock.
Cram Down – A round of financing at a valuation less than the previous round of investment. In
this case, the earlier investors are said to have been “crammed down,” that is, to have suffered
substantial dilution in ownership percentage at the expense of the current investors. (See also
Down Round)
Deal Structure – An agreement made between the investor and the company defining the
rights and obligations of the parties involved; the process by which one arrives at the final terms
and conditions of the investment.
Dilution – The reduction in percentage ownership of the company that investors suffer due to
subsequent funding rounds.
Discount on Conversion Price – The discount is the agreed-to price per share that the
noteholder can buy shares at once the subsequent Series A funding is obtained. The price of
the shares after financing will be discounted to a lower price for the noteholder since they took
the greatest risk by providing funding early on. While discounts can vary, 20% is quite typical.
Down Round – Price per share is less than in the previous round of financing. (See Turnaround
Financing)
Due Diligence – Process of validating a potential investment. Usually involves the study of six
areas of a company’s business plan: market structure, competition, and strategy; technology
assessment; management team; operating plan; financial review; and legal review. Checking
the references of the principals is a critical portion of this process.
E
Entrepreneurial Ecosystem – The community and support structures natively surrounding
entrepreneurs and founders in each city or region. May typically include incubators,
accelerators, university programs, entrepreneur education, demo days, panel discussions, and
other activities of interest to and in support of entrepreneurs.
Equity – Ownership interest in a company, usually in the form of stock or stock options.
Exit – A liquidity event in which the ownership of a company changes or the company winds
down and dissolves. Positive exits typical involve either IPOs (initial public offerings involving
selling the company to the public markets) or strategic acquisitions in which the company
is sold to another company. Negative exits typically refer to the failure, wind-down and
dissolution of the company or a sale to another company at a valuation too low to repay
investors fully.
Exit Strategy – A planned action taken by a company that results in liquidity of the company’s
stock, often in the form of an acquisition by a publicly traded company or a public offering.
68 | Appendix
F
Fair Market Value (FMV) – An acceptable selling price to an independent third party.
First Close – An early close of part of a round of financing upon the agreement of all parties.
Founder Vesting – A term imposed on founders of seed and early-stage deals in which the
founder’s ownership is subject to a vesting schedule with nothing up front and linear vesting
over, typically, four years. The first twelve months’ ownership is often “cliff ‘ vested after the
first year with monthly vesting thereafter. For more mature companies, vesting credit can be
applied at the time of investment. The purpose of this term is to protect investors from an early,
unplanned exit by the founder and to provide investors with the equity necessary to attract a
new management team.
Fully Diluted – Total number of common shares outstanding. Includes all securities that could
be converted into common shares, such as warrants, stock options, convertible bonds, and
preferred stock.
Funding Rounds – Funding round is referring to the rounds of funding that startups go through
to raise capital. They often begin with a “seed” round and then move to a letter, such as
A Round, B Round, C Round, etc., because each round follows another. The letter identifies
which number of rounds they’re on. Sometimes “Pre-Seed” is used for very early rounds.
H
Harvest – Reaping the benefits of investment in a privately held company by selling the
company for cash or stock in a publicly held company; also to execute the exit strategy.
Holding Company – A corporation that owns the securities of another, in most cases with
voting control.
I
Industry Sectors – The Global Industry Classification Standard (GICS) is used for Industry
Sectors. Access detailed definitions here.
Initial Investment – An investor’s first investment in the company (may also refer to the first
investment taken by a company).
Initial Round – The first investment round by non-affiliated investors. Often preceded by a
“friends and family round” of money raised from affiliates of the founders.
Internal Rate of Return (IRR) – The interest rate received for an investment consisting of
payments (negative values) and income (positive values) that occur at regular periods. IRR is
the discount rate at which the present value of the future cash flows of an investment equals
the cost of the investment. The most accurate IRR calculations come when holding periods are
determined for each company rather than using a blended or averaged holding period.
L
Limited Liability Company (LLC) – A company owned by “members” who either manage the
business themselves or appoint “managers” to run it for them. All members and managers have
the benefit of limited liability, and, in most cases, are taxed in the same way as a subchapter S
corporation without having to conform to the S corporation restrictions.
Lead Investor – Leader among the investors in a round of equity investment in a privately held
company. Usually also the leader of the due diligence efforts related to the same investment
round.
Liquidity Event – A transaction returning some or all an investor’s money. It might be an exit
(see Exit) or it might be an investment transaction where later investors offer to buy the shares
of earlier investors.
Liquidation Preference – The right for preferred shareholders to be paid before common
shareholders upon liquidation of the ownership of the company.
M
Market Capitalization (MC) – The total dollar value of all outstanding shares, computed as
shares multiplied by current price per share.
Multiples – A means of expressing the ratio between two numbers. For example, a “4X
revenue multiple” would mean a valuation of a company that is set at four times the annual
revenue, a 2X exit multiple might mean a deal where an investor makes a return of two times
her initial investment, and a 3X growth rate might mean a company which tripled its annual
revenue year over year.
70 | Appendix
N
Net Income – The net earnings of a corporation after deducting relevant costs such as selling,
depreciation, interest expense, and taxes.
P
Paycheck Protection Program Loans – An SBA-backed loan that helps businesses keep their
workforce employed during the COVID-19 crisis.
Post-Money Valuation – The valuation of the company immediately after an investment, most
simply calculated by adding the amount invested to the pre-money valuation. Alternatively, in
situations where debt is converting or other complications exist, it can be calculated by dividing
the amount invested by the percentage ownership (fully diluted) in the company the investors
receive for their investment.
Priced Equity – A type of investment round in which the investors are buying stock as part of
the transaction for an understood per share price (i.e. the company has an agreed-upon total
Pre-Money Valuation).
Pre-Money Valuation – The valuation assigned to the company through negotiation between
investors and founders immediately before an investment.
Preferred Stock – Preferred stock is a type of security that has certain rights that are senior to
common stock (though junior to debt at law). The most fundamental right for preferred stock
is to be paid before common in the event of a liquidation of the company. Many other rights
and features can be added to preferred stock, but those rights are required to be recorded in a
public document (typically called articles of incorporation or a charter) filed with the secretary of
the jurisdiction of incorporation. Because of its customization, preferred stock is very commonly
used by investors in private exempt deals.
Private Placement – The sale of stocks, bonds, or other investments directly to institutional or
accredited investors. A private placement does not have to be registered with the SEC, as a
public offering does, if the securities are purchased for investment as opposed to resale.
Proof of Concept – The product has been proven to work through analysis of the science or
acceptance by the marketplace.
Pro-Rata Ownership – Pro Rata is a Latin phrase referring to proportionality. In the investment
context, that proportionality typically refers to each investor’s respective percentage ownership
in a company. For example, a dividend might be paid out pro rata, which means proportionally
to all the shareholders according to their respective percentage ownership in the company (i.e.
if you own 10% of the company, you receive 10% of the dividend payout). Or it might mean the
proportional right to participate in a future financing according to the percentage ownership
(i.e. if you own 10% of the company, you are entitled to purchase up to 10% of the new
investment). “Pro Rata Rights” is a nickname typically given to that right to participate in future
financings.
Return on Investment (ROI) – The return on invested capital without regard for the timing
of the return. ROI is expressed as a multiple of the invested capital. For example: Harvesting
$150,000 on an initial investment of $50,000 within five years is 3X ROI. (Since time is not a
consideration when computing ROI, harvesting $150,000 on that $50,000 in 10 years still yields
3X ROI).
Reverse Merger – A merger structured in such a way that the acquired company is the
surviving entity, and the acquiring company ceases to exist (for tax reasons or due to the
relative strength of the respective brands, etc). A reverse triangular merger is a deal in which
the acquirer creates a subsidiary and then the target company is merged into the subsidiary
with the subsidiary being the surviving company.
S
S corporation – A small business corporation designed to operate as a pass-through tax entity
in which the owners personally pay the corporation’s income taxes.
SAFE Note – A SAFE note is a Simple Agreement for Future Equity convertible security that,
like an option or warrant, allows the investor to provide money now in exchange for the right
to buy shares in a future priced round. SAFEs were intended to address many of the drawbacks
and challenges posed by convertible notes and serve as an equitable option for investors and
founders. Because they contain so little by way of investor protections, many investors dislike
them, and they have begun to take on some of the complexities common with convertible
notes such as price caps, conversion price discounts, maturity dates, interest rates, and other
investor rights such as information, governance, and participation in future rounds. Startups
may prefer SAFE notes because, unlike convertible notes, in their simplest form they are not
debt and therefore do not accrue interest nor do they have a predefined time horizon as they
do not have an expiration date. (www.upcounsel.com)
Screening Deals – The process used to sift, rate, or grade the opportunities presented by new
ventures to determine which opportunities to spend additional time examining. Those that do
not pass the screen are rejected. An outline of the screening process can often be found on the
website of the angel group.
72 | Appendix
Seed Funding – This is the first institutional/not friend and family equity funding stage. It
typically represents the first professional or semi-professional money that a business venture or
enterprise raises; some companies never extend beyond seed funding into Series A rounds or
beyond. Some common names for funding rounds include:
Pre-Seed
Seed
Series A
Series B
Series C (and onwards in the alphabet)
Sidecar Fund – A sidecar fund is a pooled investment vehicle associated with a principal
investor (such as a fund or an angel group) that facilitates investments by “riding alongside”
the principal investor. This method is often used by angel networks to provide for a fund for
diversification for its members. (venturesouth.vc)
Step Up Valuations – A fund accounting term referring to the practice of updating the valuation
of a fund’s holdings in a company based on a subsequent financing that company has done or
other market-based adjustments. It is a method of attempting to more accurately reflect the true
market value of a fund’s holdings, but it can involve a significant degree of subjectivity.
Stock Option – Grants the right to purchase securities (usually common stock and usually in the
context of employee compensation) at a stated exercise price over some future period.
T
Target Multiples – The desired return on investment of private investors in early-stage
companies defined in a multiple of the original investment.
Terminal Value – The projected value of the venture at the time of exit. For early-stage
ventures, project revenues and earnings at exit point and use industry metrics (e.g. multiple of-
revenues or PIE ratio) to determine terminal value.
Term Sheet – Document that memorializes and summarized the agreed-upon terms for a
financing round. Term sheets allow prospective investors to evaluate a potential deal and guide
lawyers in preparing the definitive investment agreements. Term sheets typically include all the
material deal terms.
V
Valuation – Valuation is the analytical process of determining the current (or projected) worth of
an asset or a company.
Valuation Models – The techniques used vary by stage of company, but with startups, common
approaches include the Burkus Method, The Paine Method, the Seraf Method, and the
Required Return Method.
Venture Capitalist (VC) – A financial institution specializing in the provision of equity and other
forms of long-term capital to enterprises, usually to firms with a limited track record but with the
expectation of substantial growth. The venture capitalist may provide both funding and varying
degrees of managerial and technical expertise. Venture capitalists do not generally use their
own after-tax dollars to invest.
Vesting Schedule – Used in stock options to describe the number of shares that the option
recipient can purchase at a defined price and at given dates in the future. Also defines the
expiration of said options.
Voting Rights – A shareholder’s rights to vote for the board of directors and other important
events such as sales and mergers. Sometimes divided upon the following lines:
Full – Vote with common stock on each matter as if the preferred shares had been
converted into common.
Class – Corporate statute or certificate of incorporation provide a class vote allowing
certain preferred stock to vote separately on matters such as sales or mergers. It may be
that a particular class of preferred stock votes alone or that all classes of preferred stock
vote together.
Right to Elect Director(s) – Guaranteed right to elect one or more directors to the board.
Special – Vetoes over certain matters or super share voting. More common in venture
investments.
74 | Appendix
Sources
The definitions listed in this glossary were obtained from a variety of resources, including:
Business Angels: A Guide to Private Investing, Robert H. Keeley, Jeffrey M. Cooper, and Gary
D. Bloomer, authors, Colorado Capital Alliance, Inc., Publisher
The Portable MBA in Entrepreneurship: Second Edition, William D. Bygrave, editor, John Wiley
& Sons, Inc.
Investorpedia.com
vcexperts.com
John Harbison
Tech Coast Angels Yaniv Sneor
ACA Director Member,
Mid Atlantic Bio Angels (MABA)
Joe Heller
Tony Shipley
Member,
Queen City Angels Queen City Angels
ACA Chair Emeritus
Liz Lindsey
Member, Dr. Dawn Tolonen
New York Angels Professor, Xavier University
76 | Appendix
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