¨     Organizational Chart.  Or phone roster of employees.

¨     Business Plans.  Both current and ones used to raise prior rounds of financing.

¨     Financial Statements.  Usually the current month, and the prior year-end report.  If there are audited financial statements, the endnotes are really useful.

¨     Capitalization Tables.  These will show the number of shares of each class of stock, as well as allocations for stock options and warrants.  Generally they also show the price per share in historic transactions.

¨     Closing Binders.  Especially with venture-capital funded companies, there will be complete binders with much of the material needed.  We need to see these for all Series of Preferred Stock (e.g. Series A, Series B, etc.)  If not available, we can usually read on….

o     By-Laws.

o     Articles (or Certificate) of Incorporation.

o     Voting Agreements.

o     Investor Rights Agreement.

o     Purchase Agreements.

The above documents are important to differentiate between the values of various classes of stock.

¨     Warrant Agreements.

¨     Stock Options.

o     Data on historic grants:  date, strike price, expiration.

o     Data on historic lapses in unexercised or abandoned options (if not included already in the above).

o     Historic and proposed stock option agreements (samples okay at this point).

¨     Loan Agreements.  Only the big-ticket financings are needed (over $100K).

¨     Financial Forecasts.  Pro forma projections going forward 3, 5 or 7 years (the more the better).  Budgets including projections for product sales and cost of sales.

¨     Customer Data.  If the Company is in revenue mode, we need to know the sales to the top 10 or so customers.

¨     Valuations Studies.  Copies of any studies, appraisals, reports, analyses or memoranda relating to the Company (i.e., competition, products, pricing, technological developments, etc.).

¨     Marketing Brochures.  Current descriptions of the Company that may have been prepared for any purpose, including any brochures used in soliciting or advertising.

¨     Intellectual Property.  Details on worldwide patents, trademarks, etc.

¨     Third-Party Testing.  For example, a biopharmaceutical company will have data on various clinical trials, and journal articles, etc., to provide independent validation.

¨     Licensing Agreements.

¨     Other Entities.  Any joint venture, partnership agreements.

¨     Science Background.  Anything that helps one understand the science behind the technology:  Published articles, descriptions, etc.

¨     ON-SITE DOCUMENTS.  These documents can be discussed or reviewed during the field visit:

o     Board Minutes.

o     Leases.  Property lease; equipment leases over $100K.

o     Lawsuits.  Historic, pending, threatened or suggested. Especially anything over $25K, or anything related to intellectual property.  Adverse citations and notices from governmental or regulatory authorities.

o     Income Tax Filings.  Federal, year end, historic.

o     Recorded Liens.  UCC filings.

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The above list is usually what is required to do a corporate valuation.  To go beyond a mere valuation, particularly with a public offering, a more complete due diligence process is required.