Name
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First Name
Last Name
Email
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Company Name
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Company Website
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Describe the problem your company solves.
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Describe your company’s solution. Note: If relevant, be prepared to provide a demonstration of the product or service including actual end use cases.
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Describe the company’s product or service and how it works.
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Describe the specific benefits your solution offers that don’t already exist in the market.
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Provide customer information. Who are your key target customer(s)? Describe the characteristics of each customer target segment in detail, including which will be paying customers and which will have free access to your product or service (example: users who download your app or software for free to attract paying advertisers).
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Estimate the projected total available and total served market size for your selected market segment(s) over the next 3-5 years.
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Describe how the company is acquiring or plans to acquire customers. Detail where the company currently stands in this process and characterize any existing customer base.
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Provide any references you have from existing customers or major prospects.
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Describe how you are going to make money.
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Describe your organizational strategy.
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Provide an organization chart that includes key personnel already on board, members of your Board of Directors, advisory board members, and other key advisors or consultants. Be sure to identify the current officers of the company within the org chart.
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Provide resumes or bios of key personnel that are currently working with the company. Identify whether each person is working full time or part time.
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Provide the list of individuals committed to join the company if funding is secured. If names are confidential and full resumes or bios cannot be released, provide general descriptions of the individuals’ backgrounds and functional expertise.
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Describe the key skills your current team does not yet have, and your strategy for filling in the gaps.
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Identify and describe any strategic partnerships that are in place, are in process of negotiation, or you seek to initiate
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Describe any protectable intellectual property that differentiates the company’s product or service from those of its competitors. Provide a list of patents, copyrights, trademarks, etc. that have either already been granted, for which applications have been made or will be made. Provide a description and support documentation for any license agreements involving the transfer or right to use IP to which the company is a party, whether as licensor, sublicensor, licensee or sublicensee, including research, product development, software (including open source code), distribution and/or marketing.
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Provide a list of competitors and describe how the company compares to each one. Describe the methods you used to perform your competitor search.
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Provide current financials including current profit and loss for the last annual year and year to date and a current balance sheet. These current financials should include any accrued expense accounts outside the ordinary course of business activities. Also provide a projected P&L and projected cash flow for the next 3-5 years. These should include the revenue model, cost assumptions, and expense assumptions. Additionally, compensation for directors, officer, and other employees should be clearly detailed in both current and projected financial statements.
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Describe the company’s short and longer term financial needs.
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Detail how much funding has been raised to date, at what terms, and from whom, including the current financing round. How much has been invested by the founders? What is the pre and post money valuation for the current financing round?
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Describe how the current round of financing will be used.
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Detail out how much additional money you estimate must be raised beyond your current round and when and for what you think you will require that money.
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Share any other pertinent financial information you have not already addressed.
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Describe where you see the company three years from now.
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Describe the anticipated and possible exit strategies, identifying any specific potential acquirers.
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Please provide a detailed cap table that includes all financial stakeholders of your company, including but not limited to individuals and entities that hold common stock, preferred stock, convertible notes, SAFE notes, warrants, etc. Please make sure that the names of the individuals and entities are clearly and completely written so they are readily identifiable.
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Describe all issues that may create an operational risk or liability for the company, including but not limited to the following issues. NOTE: All such issues will be subject to disclosure in the Disclosure Schedule in Round Z Stock Purchase and Note Purchase Agreements. Providing this information during Part 1 of due diligence will allow Round Z to work with the company to address outstanding issues. For each item that is not applicable to your company, please insert “NA”. If an issue exists, please explain the issue and provide all support documentation.
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Any bankruptcy or insolvency of any of the directors or officers of the company.
Any loans made by the company (such as accrued but unpaid payroll or consulting fees) to any individual (director, officer, consultant, etc.) or any other debts the company needs to pay (credit card debt, letters of credit, etc.)
Any liens or encumbrances against any of the company’s assets or stock
Any benefits or perks offered or promised to current or past board members, employees, advisors, or contractors.
Any current or possible litigation or disputes (warranty and products liability exposure, employee problems, environmental contamination, and other disputes with third parties, etc.)
Any internal investigation or review by the company for actual or alleged misconduct by any representative of the company (employee, consultant, distributor, etc.), regardless of the result.
Any employees or consultants who have not signed a Proprietary Information and Invention Agreement and the periods of time they performed work without an agreement.
Any employees or consultants (including interns) that are not being paid through a payroll service with employment taxes collected or that are not authorized to work in the United States.
Any charges or claims filed against the company with or any direct investigation by any governmental or administrative agency, including but not limited to the Department of Labor, the Equal Employment ww.Opportunity Commission, Occupational Safety and Health Administration, Social Security Administration, Unemployment Commission, Office of Federal Contract Compliance Programs or any state or local counterparts.
Any consent decrees, court and administrative judgments and orders, settlements, injunctions, etc., requiring or prohibiting future activities of the company.
Any other issues that Round Z may now or in the future be a risk or liability to the company.
Please explain the issues selected and provide all support documentation.
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Provide copies of all existing contractual agreements, including but not limited to: Non-disclosure/confidentiality agreements Non-competition agreements Employment agreements Consulting agreements Customer contracts Distributor agreements Operating and service agreements involving more than $25K Any other contracts not otherwise described above involving more than $25K
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Identify any regulatory compliance requirements and describe the timeline for achieving compliance. This includes operational (e.g. OSHA, ISO, etc.), environmental (e.g. EPA), and marketing (e.g. FDA, UL/CSA, FCC, etc.) hurdles.
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Describe all warranty and service guarantees offered and provide copies of warranty language.
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Provide copies of any insurance policies.
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Provide copies of any transaction materials evidencing financial obligations, such as liens, rental agreements or leases, mortgages, etc.
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Provide copies of any corporate income tax returns.
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Provide corporate documents including: Board minutes and resolutions (including written consents). Shareholder minutes and signed resolutions (including written consents). All formal/official communications with shareholders.
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Provide the following securities related documents: Stockholders or Members – List of current stockholders or members of the company. Books and Ledgers – Stock books and/or ledgers of the company. Options, Warrants and Securities – Schedule of outstanding options, warrants or any other contracts, commitments, agreements or promises, oral or written, with respect to the issuance of, subscription for, purchase of, or sale or transfer of, any securities of the Company (including, where applicable, grantee, dates of issuance, exercise price, vesting term, duration, etc.). Other Securities – Copies of all other convertible securities of the company. Employee benefit and profit-sharing plans – Documentation for all stock option, stock purchase deferred compensation and bonus plans or arrangements and forms of stock option grants or stock purchase agreements under such plans. Capitalization Table – List of authorized, issued and outstanding securities of the company (by type of security and on an as converted basis, including stockholder names, dates of issuances, consideration received, number of vested and unvested shares and vesting schedules). Indicate if vesting of any such securities will accelerate on a merger or change in control of the company. Encumbrances – Details of any charges or other encumbrances or claims relating to any securities of the company. Certain Agreements – Voting agreements, voting trusts, redemption agreements, stockholder agreements, registration rights agreements, restrictive agreements, stock purchase and repurchase agreements, stock restriction agreements, and other similar agreements, contracts or commitments to which the company or any of its directors, officers and/or stockholders is a party. Purchase Agreements and Memoranda – Agreements for the purchase of securities from the company and any private placement memoranda or offering circulars. Other Agreements – Other contracts or agreements relating to the company’s securities, including broker/dealer or selling agent agreements.
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Provide a list of all tangible property including: Real property Leases Title and appraisal reports Other major assets (beyond basic computer equipment, office furniture and supplies)
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Please share any other pertinent information you have not already addressed.
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