Information

Fundraising: Data Room Contents

Deals are killed in the Data Room as it is a reflection of your competence as a Founder.

Your Data Room will contain the most important documents relating to the company. Investors will require you to provide this information as they are performing due diligence on your startup. You can use tools like Finta (50% off using this link: https://app.trustfinta.com/register?utm_source=funding_lab) or a shared folder such as Dropbox or Google Drive to organize your documents in the following folders:

Pitch Materials

• Most recent Pitch Deck
• If applicable Business Plan, Offering Memorandum, One pager, or similar promotional document of the Company.

Incorporation and Corporate Documents including:

• Articles of Incorporation 
• Bylaws
• All Board Consent / Resolution Documents
• Minutes for all board meetings and shareholder meetings
• A list of officers and directors. 
• Other corporate documents

Capital Stock

• Cap Table (here is a sample: https://fndri.com/2DY68Gv)
• Summary of Vesting Schedules (Can create summary in excel. Vesting Schedule should be in each employees shareholder agreement)
• Copy of "Stock Option Plan" (if any) and options documents
• Copy of "Shareholder Agreement"
• Note: You can put the individual stock options / equity agreements for each employee in the "Management, Employee's and Consultants" folder by creating a folder for each employee. This makes it easy to review each employee and make sure all the agreements are there.
• Agreements related to the purchase, sale or issuance of securities including "stock option purchase agreements" and "share purchase agreements"
• Agreements related to share transfers, including third party agreements not involving the company related to selling or transferring securities
• Agreements related to rights to acquire securities, including rights of first refusal
• All paperwork for any financings, including term sheets, stock purchase agreements and agreements requiring consents or approvals in connection with the financing.

Management, Employees and Consultants

Note: You can create sub-folders for each employee, founder and consultant to keep this well organized.

• Any agreements, understandings or proposed transactions between the Company and any of its employees, former employees, officers, directors, affiliates, or any affiliate thereof, including employment agreements, indemnification agreements, IP Assignment agreements and any loans or guarantees.
• Consulting Contracts, including contractor agreements for all current or past contractors
• Employee benefit and profit-sharing plans, including stock option, stock purchase deferred compensation and bonus plans or arrangements and forms of stock option grants or stock purchase agreements under such plans.
• Copies of offer letters
• Employment agreements for all current or past employees (including founders) 
• IP assignment agreements, including copies of Proprietary Information and Invention Agreements signed by past or present employees and consultants (Note: Everyone associated with your company needs to sign this. If you don't have it, start the work to get these signed now.)
• Any documentation relating to the transfer to the Company or any employee of any technology

Sales/Marketing

• Any fully executed sales agreement with customers.
• Any LOI or MOU with customers. Copies of customer emails that show traction or a commitment to purchases.
• Agreements, letters of intent or term sheets regarding any proposed acquisition by the Company of any company, business or material amount of assets.
• Any other agreements material to the business of the Company, or outside the ordinary course of business.
• Joint venture and partnership agreements.
• Management, service and marketing agreements.
• Contracts for critical suppliers

Financial Documents:

• All annual Income Statements since the founding 
• All annual Balance Sheets since the founding 
• Monthly Income Statement for the current year ("Month to Date") <- One document, with every month shown for YTD.
• All tax filings since the founding 
• Past three months bank statements (PDF)
• All loans, lines of credit or other outstanding obligations
• Financial Pro Formas and Projections
• A list and breakdown of all outstanding and/or unpaid loans, debts, accounts payables, accrued salary, paid time off, loans, debts, liabilities and reimbursable expenses.

Legal & Regulatory

• A list of any outstanding lawsuits filed for or against (or a statement that none are), including documents and correspondence relating to any pending litigation, threatened litigation, or disputes which could potentially lead to litigation involving the Company, its executive officers or its directors.
• Any consent decrees, injunctions, judgments, other decrees or orders, settlement agreements or similar matters.

Intellectual Property

• All patent and trademark filings
• A list of any employees or consultants who have not signed Proprietary Information and Invention Agreements, including a list any periods of time where key employees or consultants performed services for the Company while not bound by such agreements.
• Any licenses or agreements of any kind with respect to the Company’s or others’ patent, copyright, trade secret or other proprietary rights, proprietary information or technology, other than licenses or agreements pertaining to “off-the-shelf” or standard products.
• A list of patents, copyrights and trademarks, and any searches relevant to such items that have been completed.

Other Agreements

• Real property leases, including any amendments and all exhibits to such documents.
• Confidentiality and nondisclosure agreements.