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Data Room Checklist for Angel Investors & Founders:

What to Prepare for in an Early-Stage Startup Due Diligence Process



With so many risks involved in early-stage investments, the stakes are high for angel investors and it pays to be prepared. Before taking the plunge, you’ll want to conduct due diligence on a startup and you’ll want to do it as swiftly as possible to make sure you don’t miss out on a deal and also so you don’t waste anyone's time. Creating an efficient due diligence process saves your time and theirs while giving you additional insights into the business beyond what you’ve uncovered in your conversations with the startup. A lead investor will usually set the terms of the deal and usually conducts the most thorough due diligence, especially the legal due diligence, but it's always good to have your own process and templates to work from. You’ll want to review certain documents, which are usually consolidated into a “data room.” You should review the documents and contents in the data room of prospective startups to ensure you are making an informed decision. What exactly should you expect to find in a data room? This blog post should serve as a beginner’s guide to data rooms as you develop your own unique approach to your due diligence to ensure you're covering all the bases.


As an angel investor, you’re always on the lookout for the next big breakout startup. You want to invest in a startup that has a strong team with an edge over the competition, but you want to avoid unnecessary risks since early-stage investing is already layered with risk. One way to reduce your risk is by making sure you have access to all the information and data you need to make an informed decision before investing, assuming you have the luxury of time to review it all, of course. Some angels aren’t always able to get information rights as part of their investments, so this may be your only opportunity to get detailed documentation and insights depending on what kind of investor updates the startup plans to share after closing. I am an investor in Levels which has the best investor updates hands down and not just because they’re killing it! If you’re an angel investor looking to invest in early-stage startups, it pays to know what you should be expecting from a data room. A data room is like a virtual office that contains all the documents relevant to a startup’s past and present business operations, giving investors an up-close look at how the company operates. Knowing what kind of data should be contained in the data room can help you make more informed decisions when investing in early-stage startups. In this blog post, we’ll take a closer look at what investors should be looking for and what founders should be preparing when reviewing a data room of an early-stage startup from pre-seed to seed stage to Series A.


As an angel investor, you’re looking for the right investments to make, but how do you know if it’s a good investment? You don’t know for sure until well after you’ve parted ways with your cash and spent innumerable hours trying to help the company grow. Investing in early-stage startups requires due diligence before making a decision unless, of course, you’re joining a syndicate and trusting them to do it for you or relying on a lead investor to conduct thorough due diligence which is also risky. You may also find it helpful to discuss deals with other more experienced investors in communities like Hustle Fund Angel Squad or Vitalize Angels or join me and other investor Mentors to get 1:1 help evaluating investment opportunities. Before investing and connecting with other investors, be sure to check out the company’s data room. This is where investors get the necessary information about a startup to make an informed decision. What should you look for when assessing a data room of an early-stage startup from pre-seed to seed stage to Series A? Some pre-seed and even seed-stage investments are still just an idea or they may not have a product in the market or are pre-revenue, so there may not be a data room or it may contain limited information. This varies depending on where you’re at in the US and elsewhere in the world. However, there are some basics in most data rooms that you’ll want to look for. Let’s take a closer look.


Data Room Essentials

First and foremost, you should make sure you have access to all the essential documents related to the business such as financial statements, legal agreements, contracts, and intellectual property records. These documents provide investors with insight into how well the company is doing financially, what sort of legal obligations it has taken on, and any existing protection over its intellectual property rights if any. Intellectual property rights including copyright and patents are more valuable in certain sectors such as biosciences over other sectors where these can be less defensible or too distracting or costly to defend. Having access to these documents can help investors determine whether or not they are comfortable investing in the company. Documentation can always be improved, but you want to make sure there aren’t any red flags that would put the company at risk or pose barriers to growth or return on investment.


Financials

Financials are another key aspect of any data room that angels should review. This includes both current and historical financial information about the company as well as projections for future growth. By getting an in-depth view of how much money is coming in and out of the company on a monthly basis (if any at this stage), you can get a better understanding of how viable your investment could be long-term by determining the frugality of the founders. Looking at projections can also give you an idea of how quickly the company expects to grow and a sense of how much capital may be required later to continue to grow at a pace that impacts the potential future valuation. That being said, when I invest, I’m really only looking at the financials as an indicator of how the founders think and what kind of narrative they’re sharing about what the future may look like. I do look for unusually high spending on marketing in the early days and it depends on the sector and whether it's an enterprise or consumer business as to whether the numbers are “reasonable”. I like it when founders admit that financial forecasts are too early and speculative to be a reliable source of truth. There will most certainly be lots of testing to determine pricing and even the business model itself may change.


Legal Documents

It’s also important to review all legal documents associated with this investment opportunity before making a commitment. These documents should include all employment and vendor contracts and other agreements with third parties, as well as any intellectual property rights that may exist (such as patents). Make sure that all documents are up-to-date, accurate, and legally binding so that everyone involved is protected if things don't go according to plan. That being said, most startups can’t afford to defend mostly lawsuits, so even if a contract is defensible, conflicts will usually require deft conflict resolution rather than litigation.


Team

While not strictly part of a data room review process, it’s important that you also get an idea of who is running the company. This can help you assess whether or not there is enough expertise within the team to handle whatever challenges may arise during their tenure with the company. Are they in love with the problem or the solution? You want to get an idea of who will be responsible for leading growth initiatives once you have invested in order to ensure success down the line. You can learn a lot about how different people and roles are valued by their employment agreements or policies. The team includes existing investors. You’ll want to look for any predatory term sheets and odd cap tables. I once saw a seed-stage company with over 70 investors on its cap table which was a bit disconcerting. Now, there are so many ways to keep a clean cap table which also makes it easier for founders to manage investors. Part of joining a team is getting to work with people you know, like, and trust. You may not know the other investors, but are they people you want to get to know? If there are investors that you don’t want to do business with then you need to know that before committing.


The Pre-Seed Stage Data Room

At this stage, investors should be examining the team more than anything and looking at the market opportunity since the team will likely have to make adjustments to the solution as they get more experience in the market. Understanding the problem and the story of the startup: its purpose, mission statement, and vision for the future are important especially to help you understand how committed the founders are to this journey but also so that you can determine how much value you can bring to the team beyond your capital. Documents such as financial projections and market analysis reports can tell investors how much potential the startup has for success, but aren’t very reliable at such an early stage. In fact, investors, like Harry Stebbings say they aren't valuable at all until later. Also included in this stage are documents related to legal matters such as intellectual property rights and contracts with customers, partners, or suppliers. These documents will help investors understand how well-protected they are before investing any money into the startup by simply showing how founders approach these matters. However, some investments at this stage have very little documentation at this stage.


The Seed Stage Data Room

At this stage, investors will want to see evidence that the startup has already achieved some traction or level of success. This could include customer engagement, retention, the ability to acquire customers efficiently, and any relevant financial documents such as profit & loss statements or balance sheets if for nothing else than understanding what the burn rate is and what it's going to cost to become a $1b business. Investors may also want to take a look at any existing partnerships and agreements with other companies or organizations that could potentially help the startup scale.


The Series A Data Room

At this point, investors are looking for more concrete evidence that a startup has product market fit or is on the horizon. Angels and other investors hope to sign that their money is being put to good use by the startup founders. This includes detailed financial records such as income statements, cash flow projections, balance sheets, and more. You may also want to review documents related to company growth strategies or plans for expansion into new markets or territories if applicable. Investors may also want to take a closer look at any potential risks associated with investing in this particular startup so they can make an informed decision about whether or not it’s worth pursuing further investment opportunities down the line. There are some serious questions being asked right now about investments into companies like FTX where people are asking how deeply VCs interrogated the documentation of the company even at the earliest stages before committing vast sums of money. I have no doubt that LPs of some of these funds had some stern words about the level of diligence that went into some of those deals, well beyond data rooms. You may lose your money on an investment, but knowing you’ve been taken for a ride because you didn’t bother diving in is a whole other level of failure and shame.


For founders, you want to show that you’ve anticipated questions; that you’re organized and diligent, that you’re responsible and resourceful and frugal, and that you haven’t necessarily exposed the business and its investors. Running a good fundraising process including a well-organized data room shows that you will be responsible with an investor's cash. There are loads of tools and platforms that make this easier than ever before. Investors will likely ask for reference checks and request access to data rooms. Be prepared to present any and all documents during a meeting. Utilize the checklist below to ensure you are prepped and ready to go. It’s usually at this stage that you may want to consider putting an NDA in place, but not before unless you’re sharing some highly sensitive information. Most investors won’t sign NDAs before they get into data rooms, because it adds time and cost to the process. Most ideas aren’t that new. Most investors have seen it all, so they don’t want to sign an NDA that may compromise them, but most will sign them when you get into highly confidential information in a data room. Only share information with investors you trust. If you don’t know them, ask founders they've invested in what their experience is like to gauge what you share.


As an angel investor, you can use my data room checklist to ensure you cover the basics and build your own checklist based on your appetite for risk and preferences. For example, some investors are also starting to look for mental health policies and diversity policies. I invest in diverse teams that make the world healthier and happier, so while these aspects of a business are very important to me, I don't need to see a policy handbook in a data room. I can get what I need to know about how a company thinks about mental health and diversity based on who they hire and on what terms. You will need to determine what is most important to you and if you don’t see it then ask for it. The items in bold with a green check mark are the minimum requirements I want to see in most data rooms if I don't already know the team and business well. My list varies based on stage and sector, but this checklist is one that I most commonly use. I hope it helps angel investors and founders prepare for a smoother due diligence process during turbulent economic times.


GENERAL


✅ Pitch deck

✅ Financial projections

✅ Investor Memo

✅ Mission Statement


TEAM


✅ List and details of company employees and affiliates

Founders’ responsibilities and agreements

Employment contracts

  • List of benefits and compensation types

  • Pending or threatened employment-related disputes

  • Turnover rate


ASSETS & LIABILITIES


✅ Property leases and contracts

✅ Material equipment and assets

✅ Loans

✅ Mortgages

✅ Liens

✅ Outstanding liabilities

✅ Promissory notes

  • Bonds

  • Debentures

  • Indentures

  • Trust indentures

  • Guaranties

  • List of the lenders or holders

  • Credit arrangements


CONTRACTS


✅ Confidential information and invention assignment agreement for each founder and employee

✅ Customer and supplier agreements

✅ Partnership and commercial agreements

✅ Documentation pertaining to the future sale of the company

  • Marketing and licensing

  • Non-solicitation, non-disclosure, and non-piracy agreements

  • Government contracts

  • Operating agreements, permits, and licenses

  • Contracts with Consultants

  • Press and news releases


LEGAL

✅ Company structure and operations

✅ Cap table

✅ Certificate of incorporation

✅ Licenses and permits

  • Options and issues of companies' shares

  • Articles of association

  • Company by-laws

  • List of assumed, fictitious, or other business names

  • Shareholders and founders' agreements

  • Voting agreements

  • Details on irrevocable proxies

  • Documentation of preemptive, conversion, or pro rata rights

  • Redemption agreements and buy-sell agreements

  • Documentation related to options, warrants, calls, puts, or commitments relating to securities

  • Company jurisdictions

  • Relationships and affiliations

  • Communication records with government entities

  • Pending or threatened claim, lawsuit, arbitration, mediation or other proceedings

  • Litigation involving officers or directors of the Company concerning bankruptcy, crimes, securities laws, or business practices


FINANCIAL


✅ Financial statements

✅ Balance sheet and cash flow statement

✅ Schedule of assets and liabilities

✅ Work capital

  • Forecasts and projections

  • Growth expectations

  • Pricing plans

  • Tax returns from three years or more (federal, state, and local)

  • List of open, pending, and threatened tax matters

  • Schedule of all jurisdictions (including state and local) in which the company files a tax return, has employees, and owns assets


ORGANIZATIONAL


✅ Environmental audits and notices

  • Board meeting minutes

  • Employee Handbook

  • Organizational chart of company structure

  • Local and state filings


TECHNOLOGY

  • Description of company technology

  • Demo Day Video

  • IP filings

  • Explanation of written code

  • Intellectual property

  • Tech contracts

  • Proprietary information and agreements

  • Trademarks, patents, copyrights, etc


INSURANCE

  • Company insurance policies

  • Company insurance claims

  • Risk management





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