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Basic Jargon

  • Angel Investor

    Angel investors invest small amounts of money in startups.  The term's origin is from the 1920's, to describe a new investor in a new Broadway play.

  • Accredited Investor

    An Accredited Investor has over $1 million in net worth (minus their home) or earned over $200,000 for the past two years and expects the same this year ($300,000 if joint with spouse).

    Some entities are also accredited investors:

    • a bank, insurance company, registered investment company, business development company, or small business investment company;
    • an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
    • a charitable organization, corporation, or partnership with assets exceeding $5 million;
    • a director, executive officer, or general partner of the company selling the securities;
    • a business in which all the equity owners are accredited investors;
    • a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes."
  • Seed Round

    The first money a startup receives, typically from many angel investors, or on Wefunder.  While there are exceptions, most seed rounds raise between $250,000 and $2 million.  

  • Issuer

    This is what lawyers call a company when it is issuing securities.

  • Series A

    The "A" is the first significant investment by a venture capitalist or very large investor. 

    In the past, startups raised between $2 and $5 million for their Series A. In recent years, some of the best startups have been receiving well over $10 million from their first venture capital investment. It's been getting cheaper for startups to make more progress with their seed funding, increasing their price when venture capitalists finally invest.

  • Burn Rate

    This is how much cash the startup is "burning" each month.

    If a startup has $10,000 in revenue in April, but $100,000 in expenses, their burn rate is $90,000. 

  • Runway

    The amount of time (usually expressed in months) before the startup goes bankrupt without additional funding. 

    For example, if a startup has no revenues, has expenses of $20,000 per month, and has $100,000 in the bank, it has a "runway" of five months.

    It's common for most startups to have between 6 to 18 months of runway.  

  • Securities

    A security is a fancy way of saying investment contract.  It can be debt or equity.

    In 1946, the Supreme Court defined a security as anything that meets these four criteria. 

    1. It is an investment of money
    2. There is an expectation of profits from the investment
    3. The investment of money is in a common enterprise
    4. Any profit comes from the efforts of a promoter or third party


  • Carried Interest

    Carried Interest is a share of the profits from an investment.  It's how venture capitalists make money from their own investors (called limited partners), typically when a startup is acquired or after an IPO. 

    Example: A venture capitalist invests $1M at a $10M valuation. In five years, the initial $1M of equity is sold for $300M. If carried interest is 20%, the venture capitalist would earn $59.8M [($300M - $1M) * 20%]. 

  • IRR

    IRR stands for "internal rate of return".   Unlike a simple exit multiple, IRR takes into account how long it took to earn a return.  

    It's a harsher way of judging the success of your investments. For instance, let's assume you invest $100, that six years later, is worth $200.  Instead of saying, "Wow, that's a 200% return!", you'd say, "That's an IRR of 12.2%".

    IRR for angel investors is very long-term. It can take up to 10 years to be able to sell your investments.  So we often talk about realized and unrealized IRR.  An realized return is when you sold the stock and have the cash.  An unrealized return is the estimated amount the stock is worth, usually based on the last price other venture capitalists have recently paid for it.  

    Here's how to calculate it:  The IRR on an investment is the annualized effective compounded return rate that would be required to make the net present value of the investment’s cash flows (whether they be cash in or cash out) equal to zero. NPV = NET*1/(1+IRR)^year).  Or just use XIRR in Excel.

  • Cap Table

    A "cap table" is startup jargon for "capitalization table".  This keeps track of exactly who owns equity in a company - for instance, each founder, employee, and investor.  

    On Wefunder, all investors are one line on the cap table, represented by XX Investments LLC -  a SEC-registered transfer agent. 

  • Custodian

    A Custodian is an entity (such as a broker-dealer, bank, or transfer agent) that holds any securities you sell on behalf of investors (who are the "beneficial owners" of the securities).  

    This means investors do not actually possess legal ownership of any shares, convertible notes, or SAFEs in your company. Instead, the custodian is the legal owner on behalf of the investors. The custodian also votes these securities and signs any documents on their behalf, following the direction of the Lead Investor.

    The Custodian is s the one entity on the cap table, because it is the legal owner of all the securities.  The finance lingo is that the custodian holds these securities in "street name" on behalf of the "beneficial owners".  

    On Wefunder, XX Investments LLC - a SEC-registered transfer agent - acts as a Custodian for all securities sold on the platform.  

  • Lead Investor

    The Lead Investor vets a startup and decides to personally invest.

    When investors on Wefunder invest more money on those same terms, they share 10% of their profits of their investment with the Lead Investor and the XX Team.

    In return, the Lead Investor is responsible for directing the vote of all investors on Wefunder, and the XX team helps the startup grow in value. The startup only has one entity on their cap table: XX Investments LLC. The founder must only get the signature of XX Investments (as directed by the Lead) to authorize any corporate actions.

    It works much like an AngelList Syndicate Lead, except the legal structure is not an investment fund. Instead of an SPV, an SEC-registered transfer agent serves as a custodian. The outcome is the same: one entity on the cap table and a single Lead to direct the signing of any corporate documents and the voting of the securities.