Request a Data Room

1.1Articles of Incorporation and any amendments thereto.

1.2Bylaws, as amended, of the Company.

1.3Minutes of Board of Directors, Committee and Shareholder meetings for the last 3 years.

1.4List of business or trade names under which the Company is conducting or has conducted business.

1.5A list of each jurisdiction in which the Company does business.

1.6Certificates, licenses and approvals from all jurisdictions where the company is authorized to do business.

1.7A list of subsidiaries and related entities, along with a visual of the corporate structure(s) involved.

2.1Summary capitalization table including common stock, each series of preferred stock, convertible debentures, any other convertible security, options, warrants, etc.

2.2List of each financing completed for the last 5 years, including dates of issuance, number and type of securities issued, price, and other material terms.

2.3Stockholders list of all beneficial owner of more than 5% of the Company's securities.

2.4Any voting trust agreements or other voting arrangements relating to any securities (with voting rights) of the Company.

2.5Any warrants and/or option agreements listed in Item 1 above.

2.6Any convertible debt agreements, notes or other documents entitling the holder thereof to acquire any securities of the Company.

2.7A list of any class of preferred stock including the material terms thereof (i.e. dividends, liquidation preferences, redemptions, etc.) listed in Item 1 above.

2.8A list of any and all securities containing anti-dilution provisions together with a summary of such terms.

2.9A list of any and all securities containing any registration rights together with a summary of such terms.

2.10Any stockholder agreement or other agreements relating to the sale, transfer or voting of shares of the Company.

2.11Any agreements that may restrict the ability of the Company to (a) issue or redeem its own securities; (b) assume additional indebtedness; or (c) sell, lease or transfer (by dividends or otherwise) any of the assets or capital share of the Company.

3.1Audited and reviewed financial statements including Income Statements, Balance Sheets, and Statements of Cash Flow for the last 3 years, together with all auditor's reports, audit response letters and auditor's management letters.

3.2Internal monthly or quarterly statements for most recent year-to-date.

3.3Budgets and financial projections for the current fiscal year and following 3 fiscal years, with a summary of key assumptions (income, balance sheet and cash flow statements; product mix, internal costs, pricing, capital spending, etc.).

3.4Documentation on all accounts, e.g. checking, saving, etc. with all banks and other financial institutions which the Company conducts business.

3.5Any appraisals, independent or otherwise, made within the last five years as to the value of the Company or any of its subsidiaries or any property thereof.

3.6A/R and A/P aging schedule.

3.7Schedule of existing and hard and soft backlog by customer.

3.8A list of all contingent or unasserted claims or liabilities of or against the Company not listed in its most recent balance sheet.

3.9A detailed list of Use of Proceeds from the proposed financing.

3.10Commitments for future capital expenditures in excess of $100,000.

3.11Any material commitment of or to the Company not evidenced by written contracts.

4.1Federal and state income tax returns for the last 3 years.

4.2Detail of any CRA/IRS audit or ongoing or potential tax disputes, and copies of correspondence with any taxing authority.

5.1Copy of all business plans, financing or marketing presentations, etc.

5.2Copy of all industry or research reports covering the industry in which the Company operates or which covers or mentions the Company or its products.

5.3Overview of market/competition: target market size; operational advantages; technological advantages; cost advantage; list of key competitors by market size/share; strengths and weaknesses of each competitor; strength of barriers to entry – risk of entry by additional competitors or alliances.

6.1Outline growth objectives.

6.2Describe any material industry trends.

6.3Short and long-term opportunities and risks; vulnerabilities of current strategies.

6.4Discuss existing partner relationships and strategies.

7.1A list of all significant customers of the Company with an indication of the amount of revenue received from each such customer during each of the last three fiscal years.

7.2A summary of all material contracts with each of the above-referenced customers.

8.1List all sales offices.

8.2A list of all key senior sales employees, and a description of the sales employee's compensation plan if it differs from standard employee compensation.

8.3A description of the Company's pricing strategy and policy.

8.4A summary of the company's existing and potential sales pipeline by customer and product/service line, and sales projections by product line.

8.5A description of the Company's customer service policies, including product warranties, and budgeted expenses pertaining to these policies.

8.6A description of any future changes expected to be implemented into the sales and marketing process.

9.1Provide detailed explanation of production processes used to produce and deliver each product/service.

9.2Discuss all quality assurance programs currently in place, as well as those that will be added.

9.3Provide detailed descriptions of all computer systems and applications, as well as projected future additions.

10.1Describe all material research and development efforts in progress or planned (including new products and new sites and facilities) and any reports or analyses pertaining thereto.

10.2Commercial analysis of R&D efforts.

10.3Any budgets or cost analysis relating to existing or planned R&D efforts.

11.1Management organizational chart and bios of key management personnel.

11.2List of Company's Directors.

11.3Formal company manuals.

11.4Copies of all employment agreements.

11.5A list of any loans between the Company and its officers and directors.

11.6A list of any transactions between the Company and its officers or directors and a copy of any agreements between the Company and its officer or directors.

11.7Copy of all labour or collective bargaining agreements. Detail of any labour disputes.

11.8Detail of various employee compensation plans including salary, pension, group health and life insurance, cash bonus, profit sharing, employee stock purchase, deferred compensation and retirement.

11.9Detail of various management incentive plans including salary, pension, stock option, profit sharing, deferred compensation, retirement and any non-cash compensation.

11.10Copy of standard Confidentiality Agreements with employees.

11.11A description of the circumstances of all officers or directors who voluntarily or involuntarily had their employment terminated.

12.1A list of all obligations for borrowed money including name of lender, amount originally borrowed and the amount currently due, maturity date, interest rate, payment schedule, etc.

12.2Copy of all loans, notes, instalments purchase agreements, indentures, security instruments or other obligations relating to indebtedness for borrowed money or money loaned to others, and all guaranties of obligations therefore to which the Company is a party, obligor or beneficiary.

12.3All material liens, claims, mortgages and encumbrances on real or personal property of the Company.

12.4All leases, subleases or options to lease or sublease for personal or real property to which the Company is or intends to become a party (whether as lessor, lessee, sub-lessor or sub-lessee).

12.5All other material contracts, agreements, arrangements, commitments, understandings or obligations of the Company not otherwise called for herein, including but not limited to: any agreements relating to the acquisition or disposition of assets not in the ordinary course of business; any partnership or joint venture in which the Company is involved; any license agreement.

12.6A schedule, with relevant coverage data, of all insurance policies maintained by the Company.

12.7Summary of material claims under the Company's policies.

13.1A list of any material rules or regulations that pertain specifically to the type of business or operations engaged in by the Company.

13.2Summary of all material inquiries or investigations by a governmental agency with respect to the Company, if any.

14.1Description of any current litigation including actions and/or enquiries by governmental agencies (SEC, IRS, EPA, EEOC, OSHA, Labour, etc.), with a brief description of the claims and amounts involved.

14.2Description of any potential litigation including actions and/or enquiries by governmental agencies (SEC, IRS, EPA, EEOC, OSHA, Labour, etc.), with a brief description of the claims and amounts involved.

14.3Description of any past litigation including actions and/or enquiries by governmental agencies (SEC, IRS, EPA, EEOC, OSHA, Labour, etc.), with a brief description of the claims and amounts involved.

14.4Settlement documentation.

14.5Description of any other pending or threatened lawsuit or claim.

15.1Any other information that would reasonably be deemed to be material to the review of the Company's business, operations, financial results, business prospects, projections, etc.

16.1List all patents, patent applications (complete or incomplete) and provisional patent applications, continuations, continuations in part and divisional patents and registrations owned by the Company or licensed by the Company, its subsidiaries or its affiliated entities.

16.2A list of all trademarks, trade names, registered designs, business names, service marks, domain names, URLs and copyrights of the Company, along with copies of all applications therefor, registrations thereof and a description of any disputes relating thereto.

16.3For all material trade secrets or other proprietary information, description of: (a) the procedures in place to properly mark the information as confidential; (b) the procedures in place to properly dispose of the information; and (c) the form of nondisclosure agreement and invention assignment agreement used when dealing with third parties and employees. All licenses, royalty agreements and other agreements, authorizations, consents or permits relating to the Company's intellectual property granted to third parties by the Company or obtained by the Company from third parties.

16.4Documents pertaining to or describing the Company's policies regarding its own and other companies' proprietary information and intellectual property, including Company's privacy policies.

16.5All documents, correspondence, pleadings, memoranda and other papers relating to any pending or threatened intellectual property or privacy litigation or claim against or by the Company, or any assertion or inquiry that the Company is infringing the intellectual property rights of a third party, that a third party is infringing the Company's intellectual property rights, or that the Company is infringing.