Pre-seed Angel investment agreement Template for United States

A Pre-seed Angel investment agreement documents the terms when an angel investor provides early funding to Filipino startups, typically before they've secured major venture capital. It spells out how much money the investor will provide, what percentage of company ownership they'll receive, and their rights as a stakeholder.

Under Philippine securities regulations, these agreements must detail investor protections, payment schedules, and key performance metrics. They often include provisions for board representation, future funding rounds, and exit strategies while complying with the Securities Regulation Code and Corporation Code requirements for private company investments.

Use a Pre-seed Angel investment agreement when your Philippine startup needs early-stage funding but isn't ready for formal venture capital. This agreement becomes essential once you've found an angel investor willing to provide capital in exchange for equity, typically ranging from ₱500,000 to ₱5 million.

The timing is crucial when you need quick capital to develop prototypes, validate market fit, or bridge operational costs before revenue generation. Filipino entrepreneurs often implement these agreements during their first external funding round, particularly when seeking to formalize relationships with high-net-worth individuals who can provide both capital and industry expertise.

• Simple Equity Agreement: The most basic version offering straight equity in exchange for capital, typically used for investments under ₱1 million
• Convertible Note Agreement: Structures the investment as a loan that converts to equity at a future funding round, popular with tech startups
• SAFE Agreement: Similar to convertible notes but without interest or maturity dates, offering flexible terms for both parties
• Milestone-Based Agreement: Releases funding in stages as the startup achieves specific business or development goals
• Co-Founder Angel Agreement: Used when an angel investor takes an active role in company operations, including management rights

• Angel Investors: High-net-worth individuals or small investment groups providing capital, typically ₱500,000 to ₱5 million, in exchange for equity
• Startup Founders: Early-stage entrepreneurs seeking capital, often tech or innovation-focused companies registered in the Philippines
• Corporate Lawyers: Draft and review agreements to ensure SEC compliance and protect both parties' interests
• Financial Advisors: Help structure deal terms and valuation metrics for both investors and startups
• Company Directors: Must approve and execute the agreement as part of corporate governance requirements

• Company Details: Gather SEC registration documents, financial statements, and current capitalization table
• Investment Terms: Define investment amount, equity percentage, and any special rights or privileges
• Valuation Data: Document pre-money valuation methodology and supporting financial projections
• Investor Information: Collect proof of investor accreditation and source of funds documentation
• Exit Strategy: Outline preferred exit mechanisms, tag-along rights, and future funding provisions
• Board Approval: Secure necessary corporate authorizations and board resolutions

• Investment Terms: Precise amount, equity percentage, and payment schedule following SEC guidelines
• Company Information: Legal name, SEC registration details, and current capitalization structure
• Investor Rights: Board representation, voting powers, and information access privileges
• Valuation Clause: Pre-money valuation and methodology used under Philippine accounting standards
• Anti-dilution Protection: Safeguards against future equity dilution and share price adjustments
• Exit Provisions: Tag-along rights, drag-along rights, and liquidity event procedures
• Governing Law: Explicit reference to Philippine corporate and securities laws

A Pre-seed Angel investment agreement differs significantly from a Seed investment agreement. While both involve early-stage funding, they serve distinct purposes and stages in a startup's growth journey.

• Investment Size: Pre-seed typically involves smaller amounts (₱500,000 to ₱5 million) from individual angels, while seed rounds often exceed ₱10 million from institutional investors
• Company Stage: Pre-seed targets very early startups, often pre-revenue or pre-product, while seed funding requires some market validation and traction
• Legal Complexity: Pre-seed agreements are usually simpler, focusing on basic equity terms, while seed agreements include more sophisticated investor protections and governance rights
• Due Diligence: Pre-seed requires basic corporate documentation, while seed funding demands comprehensive financial and operational due diligence under SEC guidelines