1
Complete the funding needs assessment first
Open your financial model and calculate the cash required to reach your next fundable milestone — typically 18 months of runway at projected burn. Enter the total, the allocation across use cases, and the target milestone date.
💡 Size the round to reach a milestone that meaningfully improves your valuation, not just to survive — investors fund milestones, not burn rates.
2
Select and justify your capital instrument
Compare equity, debt, SAFE, convertible note, and revenue-based financing against your stage, asset base, and dilution tolerance. Document the rationale for the chosen instrument so advisors and board members can stress-test the decision.
💡 If your business generates predictable monthly revenue above $30K, revenue-based financing may cost less in dilution than a priced equity round at an early-stage valuation.
3
Build a tiered investor or lender target list
Research and list investors by tier: Tier 1 (ideal fit — sector, stage, check size aligned), Tier 2 (good fit with minor gaps), and Tier 3 (possible but requiring warm introductions or sector education). Aim for at least 30 targets across tiers.
💡 Start outreach with Tier 2 targets before your best-fit Tier 1 investors — early conversations sharpen your pitch before your highest-priority meetings.
4
Assemble and review all pitch materials
Complete the pitch materials checklist: one-page teaser, pitch deck, financial model, and data room. Assign an owner and due date to each item and confirm all materials are consistent — the deck's revenue projections must match the model exactly.
💡 Have an advisor who has not worked on the materials read the deck cold and identify the first question they would ask — that question will come up in every investor meeting.
5
Audit the data room before first outreach
Review every document an investor will request during due diligence — cap table, IP assignments, founder agreements, key contracts, and litigation disclosures. Resolve gaps before outreach begins rather than under time pressure after a term sheet.
💡 A clean data room that is ready on day one of diligence signals operational maturity and shortens the time from term sheet to close by 2–4 weeks.
6
Model valuation and dilution scenarios
Build a cap table model showing ownership percentages before and after the round at three valuation scenarios — your target, 20% lower, and 20% higher. Present this to your board before setting a firm valuation expectation.
💡 Show the fully diluted cap table including the option pool refresh most investors will require — the dilution is real and should be factored into your walk-away threshold.
7
Define your term sheet walk-away thresholds
Before receiving any term sheet, write down the maximum liquidation preference, minimum valuation, and governance terms you will accept. Review these with a lawyer or experienced advisor so you are not negotiating from a blank slate under time pressure.
💡 Write your walk-away thresholds when you are calm and well-advised — not when you are two weeks from running out of cash and the only term sheet on the table has a 2× participating preferred.
8
Document post-close obligations before signing
List every reporting, governance, and regulatory obligation triggered by closing — monthly financials, board meeting cadence, Form D filing (if US), and any investor information rights. Assign an owner and calendar the recurring deadlines before the wire hits.
💡 Set up a shared investor reporting template on the day of close so the first monthly update goes out on time — it sets a tone that compounds over the life of the investor relationship.