Seed Round Checklist: Everything You Need to Raise

Raising a seed round? You need more than a pitch deck.

This checklist covers everything you need to prepare, from materials to metrics to legal cleanup.

Pre-Fundraising Checklist

✅ Company Fundamentals

• [ ] Delaware C-Corp incorporated (or equivalent)
• [ ] Clean cap table documented
• [ ] All founders have signed:
  • Founder agreements
  • IP assignment agreements
  • Vesting schedules (4-year, 1-year cliff)
• [ ] 83(b) elections filed (if applicable)
• [ ] Employee agreements in place
• [ ] No outstanding legal issues

✅ Corporate Documents Ready

• [ ] Certificate of incorporation
• [ ] Bylaws
• [ ] Board consent resolutions
• [ ] Stock purchase agreements
• [ ] Option plan documents
• [ ] Any previous financing documents (SAFEs, notes)

Pitch Materials

✅ Core Deck (10-15 slides)

1. Title slide: Company name, tagline, contact
2. Problem: What pain you're solving
3. Solution: How you solve it
4. Demo/Product: Screenshots or video
5. Market size: TAM, SAM, SOM
6. Business model: How you make money
7. Traction: Key metrics, growth
8. Competition: Landscape and differentiation
9. Team: Founders and key hires
10. Go-to-market: How you acquire customers
11. Financials: Projections and unit economics
12. The Ask: Amount raising, use of funds

✅ Supporting Materials

• [ ] One-pager / executive summary
• [ ] Financial model (3-year projections)
• [ ] Product demo (live or video)
• [ ] Customer references (2-3 prepared)
• [ ] Competitive analysis deep-dive

Metrics to Have Ready

✅ Growth Metrics

| Metric | What to Know | |--------|--------------| | MRR/ARR | Current and historical | | MoM growth | Last 6+ months | | Customer count | Current and growth rate | | Pipeline | Deals in progress |

✅ Unit Economics

| Metric | Target | |--------|--------| | LTV:CAC | > 3:1 | | CAC Payback | < 18 months | | Gross margin | > 60% | | Churn rate | < 5% monthly |

✅ Engagement Metrics

• [ ] DAU/MAU (if applicable)
• [ ] Retention curves by cohort
• [ ] NPS or customer satisfaction
• [ ] Usage frequency

Financial Preparation

✅ Historical Financials

• [ ] P&L statements (monthly)
• [ ] Balance sheet
• [ ] Cash flow statement
• [ ] Bank statements (last 12 months)

✅ Projections

• [ ] 3-year financial model
• [ ] Revenue projections with assumptions
• [ ] Hiring plan
• [ ] Use of funds breakdown

✅ Unit Economics Model

• [ ] CAC calculation methodology
• [ ] LTV calculation methodology
• [ ] Cohort analysis
• [ ] Payback period

Data Room Setup

✅ Corporate

• [ ] Certificate of incorporation
• [ ] Bylaws
• [ ] Cap table (fully diluted)
• [ ] Previous financing docs
• [ ] Board minutes

✅ Financial

• [ ] Financial statements
• [ ] Bank statements
• [ ] Financial model
• [ ] Tax returns

✅ Team

• [ ] Founder bios / LinkedIn
• [ ] Org chart
• [ ] Key employee agreements
• [ ] Advisory agreements

✅ Product/Tech

• [ ] Product roadmap
• [ ] Technical architecture (high-level)
• [ ] IP documentation
• [ ] Security practices overview

✅ Commercial

• [ ] Customer list / logos
• [ ] Sample contracts
• [ ] Pipeline summary
• [ ] Churn analysis

Investor Targeting

✅ Build Your List

• [ ] 50+ potential investors identified
• [ ] Tiered by fit (Tier 1, 2, 3)
• [ ] Check size compatibility
• [ ] Stage focus verification
• [ ] Sector alignment

✅ Research Each Investor

• [ ] Recent investments
• [ ] Portfolio overlap (conflicts?)
• [ ] Partner preferences
• [ ] What they look for
• [ ] How to get warm intro

✅ Warm Introductions

• [ ] Map your network to investors
• [ ] Identify mutual connections
• [ ] Prepare intro requests
• [ ] Practice your "forwardable" email

Timeline Planning

✅ Before You Start (4-6 weeks out)

• [ ] Materials complete and reviewed
• [ ] Data room populated
• [ ] Legal cleanup done
• [ ] Metrics current
• [ ] Team aligned on story

✅ Week 1-2: Soft Launch

• [ ] Practice pitches with Tier 3 investors
• [ ] Collect feedback
• [ ] Refine deck and story
• [ ] Build social proof

✅ Week 3-6: Active Raise

• [ ] Tier 1 meetings scheduled
• [ ] Follow-up cadence established
• [ ] Track everything in CRM/spreadsheet
• [ ] Weekly investor updates (if committed to process)

✅ Week 7-10: Closing

• [ ] Term sheet negotiation
• [ ] Due diligence support
• [ ] Legal document review
• [ ] Wire and close

Due Diligence Prep

✅ Common DD Questions

Prepare answers for:

• [ ] Customer concentration risk?
• [ ] Key person dependencies?
• [ ] Competitive threats?
• [ ] Technical debt?
• [ ] Path to profitability?
• [ ] Why now?
• [ ] Why you?

✅ Reference Preparation

• [ ] 3+ customer references lined up
• [ ] 2+ investor references (if previous investors)
• [ ] Professional references for founders

Legal Checklist

✅ Clean Up Before Raising

• [ ] No pending lawsuits
• [ ] IP properly assigned
• [ ] Employment agreements signed
• [ ] Contractor agreements signed
• [ ] No regulatory issues

✅ Prepare for Term Sheet

• [ ] Understand standard terms
• [ ] Know your red lines
• [ ] Have lawyer ready
• [ ] Understand dilution math

Common Seed Round Terms

| Term | Typical Range | |------|---------------| | Amount raised | $1-4M | | Pre-money valuation | $5-15M | | Dilution | 15-25% | | Option pool | 10-15% | | Board seats | 1 investor seat | | Pro-rata rights | Yes |

Red Flags Investors Look For

🚩 Avoid these:

• Inconsistent metrics across materials
• Founder conflict or unclear roles
• No customer references available
• Unable to explain key metrics
• Unrealistic projections
• Cap table messiness
• IP ownership issues
• Previous investor conflicts

Tools to Help

Calculate your metrics and scenarios:

• Equity Calculator - Understand ownership
• Dilution Simulator - Model the round
• Runway Calculator - Plan your raise timing
• Unit Economics - Calculate LTV:CAC

Key Takeaways

1. Prepare before you pitch - materials and metrics must be ready
2. Clean up legal issues early - they always take longer than expected
3. Build your investor list strategically - quality over quantity
4. Practice with Tier 2/3 first - refine before approaching top choices
5. Track everything - fundraising is a numbers game
6. Keep momentum - once you start, don't stop

Related Reading:

• Fundraising Timeline
• Startup Valuation Methods
• SAFE vs Convertible Note