The following is a list of due diligence items require for our review of your eligibility:
Black text items – first priority review during due diligence
Italic Black text items – previously provided
Gray Text items – final priority review items
I. GENERAL COMPANY DATA
1. A list of each direct or indirect subsidiary of the Company.
2. Capitalization of the Company showing the number of authorized shares of each class or series of capital stock, the number of issued and outstanding shares of such stock, and the record owners of such shares.
3. Certificate or articles of incorporation and bylaws of the Company, or articles of organization and operating agreement in effect.
4. Minutes of meetings of the Company’s stockholders or members, board of directors, or any committee thereof, for the last 3 years.
5. All agreements among stockholders or members of the Company relating to management, ownership, or control of the Company.
6. All documents entered into with respect to or related to any prior financing or equity issuance of the Company, including, but not limited to, Stock Purchase Agreements, Stockholders Agreements and Registration Rights Agreements.
7. All correspondence and agreements between or among the Company and the directors or officers of the Company relating to indemnity, employment, loans, or advances.
8. Stock books, stock transfer ledgers, and other stock records of the Company.
9. A list of options, purchase rights, and warrants issued by the Company specifying the name of the holder, the number of options, rights or warrants issued, the date granted, the option or purchase price, and the position of the holder with the Company, together with copies of option, right or warrant agreements.
10. An address list of the locations of all land, buildings, and other improvements either leased or owned by the Company.
11. All material governmental permits, licenses or authorizations, and related correspondence, of the Company.
12. Other than customer contracts, any agreements with any federal, state, or local regulatory authorities to which the Company is a party.
13. Names and bios of all officers and board directors.
14. List of all competition, all significant customers (over 5% of company sales), potential customers.
15. Teaming agreements or strategic partnerships, re-seller agreements, distribution or sales agreements
16. Investors’ Exit strategy
II. FINANCIAL INFORMATION
1. Audited financial statements for each of the Company for the last three fiscal years, with the auditor’s opinion and all footnotes.
2. Un-audited financial statements for each of the Company for the most recent month or quarter end.
3. Comparison of last two (2) years forecasted budgets compared to actual performance.
4. Copies of the financial packages delivered to management and the Board of Directors of the Company during the past three (3) years.
5. Detail of capital expenditures for the last three (3) calendar years.
6. Receivables aging schedule.
7. All correspondence between the Company and the Company’s auditors for the last three (3) years.
8. The Company’s forecast projections for performance for the next five years.
III. CORPORATE AGREEMENTS
1. All agreements or documents relating to or evidencing borrowings (other than accounts payable incurred in the ordinary course) of the Company or any Subsidiary, whether secured or unsecured, including credit agreements, other senior debt agreements and instruments, surplus or other subordinated debt agreements and instruments, hedging or derivative agreements, guarantees and letters of credit.
2. Bank letters or agreements confirming any other lines of credit in favor of the Company or any Subsidiary.
3. All documents and agreements evidencing other financing arrangements to which the Company or any Subsidiary is a party or under which the Company or any Subsidiary is otherwise obligated, including sale and leaseback arrangements, capitalized leases, real estate and other installment purchases, make-whole agreements (or covenants) and guarantees.
4. All acquisition agreements and related documents and schedules regarding the Company’s acquisition of its Subsidiaries.
5. All documents relating to any material acquisition or disposition of assets by the Company or any Subsidiary in the last ten years (whether or not the Company or any Subsidiary retains the related property or assets).
6. All material agreements encumbering real or personal property owned by the Company or any Subsidiary, including all mortgages, deeds of trust, and security agreements.
7. All real estate contracts of the Company and each Subsidiary.
Deeds and title policies relating to any real property owned by the Company or any Subsidiary.
8. All leases of real or material personal property (including computer leasing agreements) to which the Company or any Subsidiary is lessee or lessor or to which the Company or any Subsidiary proposes to become a lessee or lessor.
9. All joint venture, partnership, or other management, operating, or consulting agreements relating to the Company or any Subsidiary.
10. All franchise, conditional sales contracts and consignment agreements to which the Company or any Subsidiary is a party.
11. All agreements between the Company and its 20 largest customers, and a form (or forms) of any agreement typically used by the Company in provided goods or services to its customers, together with copies or descriptions of significant variations from such form (or forms) in the case of particular customers. All material customer purchaser orders.
12. To the extent not duplicative of 11, all agreements related to the distribution by the Company or its Subsidiaries of products in the ordinary course of business.
13. All contracts under which the Company (or any of its Subsidiaries) has agreed to refrain from competing with any other person or entity or otherwise to refrain from engaging in any particular business activity (whether in a particular geographic area or otherwise).
14. All contracts between the Company (or any of its Subsidiaries) and any affiliate. A written description of any oral agreement between the Company (or any of its Subsidiaries) and any affiliate.
15. Any agreement providing for participation in the Company’s equity, other than options, rights or warrants.
16. A list of any agreements to which the Company or any Subsidiary is a party that cannot be disclosed due to any non-disclosure covenant or agreement, relating to the Company or any Subsidiary, not otherwise described above, to which the Company or any Subsidiary is a party.
17. All material contracts
18. A list of the Company’s 20 largest customers and vendors, determined by annual revenues and expenditures, respectively.
19. Other than customer contracts, any agreements with any federal, state, or local regulatory authorities to which the Company is a party.
V. INTELLECTUAL PROPERTY RIGHTS & PRODUCT INFORMATION
1. Schedule of all trademarks, service marks, trade names, copyrights and patents that relate to the products, services, operations or names of the Company. Schedule to include the following fields:
· Country; (e.g. U.S.; Patent Cooperation Treaty; India; China; Brazil; European Patent Convention (EPC))
· Title [of Patent or Trademark];
· Application No. / Filing Date;
· Patent No. Filing Date;
· Patent No. Issued Date & Expiring Date;
· File Type (e.g. ; U.S. Regular Application; Patent Cooperation Treaty)
· Inventors;
· Status (e.g. Pending; Request Exam Deadline; Request for Continued Examination; Expired)
2. For each product presently or previously marketed, or presently being developed, by the Company or its Subsidiaries:
a) the name of each individual who performed work on the product, its documentation, and/or its enhancements and modifications;
b) the status of each such individual when the work on the product was performed and whether such individual signed an agreement with the Company assigning all rights in such work to the Company;
c) any and all information concerning the development of the product, including whether the product is based, in whole or in part, on any other product, public domain, open source or otherwise; and
d) any reviews or critiques of the product.
3. All agreements concerning confidentiality, nondisclosure and assignment of inventions with employees, contractors, visitors or other parties.
4. Date of first use of all unregistered trademarks, and date on which copies of any material copyright first released to the public.
5. All documents concerning registration of trademarks and service marks, including registration certificates, applications, correspondence and searches, and the results of any trademark or service mark searches conducted by the Company.
6. All documents concerning registration of patents, patent applications, and the results of any patent searches conducted by the Company.
7. All R & D agreements, including agreements with independent contractors who participated in development of any product.
8. All agreements and documents concerning assignment, purchase, sale or license of proprietary rights, royalties or maintenance, including patents, copyrights, trade secrets, and trademarks.
9. Manual or other written documents detailing the procedures for maintaining the secrecy of trade secrets.
10. Copies of all “End User License Agreements” associated with any products delivered.
11. Copies of all escrow agreements or descriptions of escrow agreements relating to any computer source code.
12. Blank form of end user agreements.
13. Documents relating to claims or disputes concerning products, services or proprietary rights owned or used by the Company.
14. Product literature distributed to the public over the last 2 years.
15. Product maintenance logs and error reports for the last 12 months.
16. A schedule of any exclusive rights granted by the Company.
17. All agreements with computer on-line service providers and internet access providers relating to services or data provided by or to the Company.
18. Copies of all agreements with third parties relating to the development of company products and software.
VI. INSURANCE COVERAGE
1. Description of each property, general liability, automobile, worker’s compensation, and umbrella liability insurance policy issued to the Company, specifying:
· Name of insurance carrier(s)
· Annual Premium
· Coverage
· Claims within the last 3 years
· Self-insured retention, co-payment, or deductible
· Whether the policies are “occurrence” or “claims made” policies.
2. Business Interruption and Recovery Plan
VII. Marketing Plan & Major Competitors
1. Market Size – 3 year historical size and projected growth rates in key markets
2. Market Categories for the product or service (clinical procedures or indications)
3. Market Segments by medical professionals (doctors, nurses, EMT, trained health technicians)
4. Current Competitors and their respective market shares, pricing strategy, distribution, sales force and marketing strategies (e.g. use of print media, conventions, employee or contractor representatives; social media platforms); profitability – gross profit and operation profit; customer training vehicles
5. Companies planned ‘go to market’ strategy with description of plans for
a. Pricing Strategy & rebate and discount options
b. Companion services & other revenue opportunities
c. Marketing strategies
d. In-house Sales Force or 3rd party contractors or distributors
e. Print Media
f. Conventions
g. Social Media platforms
h. Customer training vehicles
i. Anticipated company market share by year – historical and 5 year projection
6. Market Risks (possible disruption events or technologies)
7. Reimbursement practices – current and future anticipated impacts for coverage of product, service or medical procedure or testVIII. IT Capabilities
1. Architecture overview for cloud based service offering [e.g. SAAS] (if applicable)
2. Data Center location or host site for cloud service (if applicable)
3. Cybersecurity plan
4. Reports of independent IT firms regarding technical capability of IT infrastructure, SAAS application and business process capabilities
IX. Business Plan Components
1. Company Background
2. Products, Services, Solutions
3. The Market & Marketing Strategy
4. Management Team
5. Financial Summary
a. Funding Sources
b. Exist Strategy and Projections
c. Use of Funding Proceeds
6. Summary Financial Projections – 5 years
a. P&L
b. Cash Flows (including financing inflows)
7. Critical Business Problem being uniquely addressed
8. How it works and what’s unique – Product, Services, Solutions
9. Competitive Landscape – comparison of features, pricing and marketing strategy
10. IP – Key elements
11. Revenue Model – Market Segments & Pricing strategy
a. U.S. Strategy
b. EU Strategy
c. BRIC Market Strategies
d. Other Markets of interest
12. Financials Detailed – Income Statement, Cash Flow and Balance Sheet
13. Equity Table including future rounds
a. Table reflecting historical financing rounds
14. Headcount Projections
15. Exit Strategy – summary examination of various options, Other Issues, Market Challenges, Regulatory Hurdles, etc.