This article will walk you through the process of uploading additional closing documents from an equity financing. The workflow will capture the data for those investments, update your capitalization table, store the documents in your data room, and allow you to create stock certificates for the new investors.
Currently, this workflow is only available in upload mode. While there is a generative option for the initial closing of an equity financing (which you can read more about in this article), additional closings must be administered off the platform.
Uploading Closing Information and Documents
1. The first step in the workflow will ask you to indicate which Stock Purchase Agreement governs the additional closing that you want to capture.
Note - Generally speaking, Stock Purchase Agreements have a window for additional closing spelled out (usually 90 or 120 days), so if you don't see the appropriate Stock Purchase Agreement listed, it may be that too much time has passed beyond that window. If that is the case, please reach out to Client Support and we will be happy to assist.
2. The next step will ask you to add the investors' information, including the amount of money they invested and the number of shares they received. If the investor is new to your company, you'll be asked to provide their contact information, including fund details if the investor is an entity.
3. Once you've added investor details, you can add any Management Rights Letters that were entered into between the company and new investors. If this is not applicable, simply click "Continue" to proceed through this step.
4. The next step invites you to upload a Joinder Agreement for each investor. Joinder Agreements are usually short documents through which new investors agree to be bound by the terms of the financing documents that were executed in the first closing of your Equity Financing. Here too, if these were not used in your closing, you can click "Continue" without uploading a document.
5. From there, you can confirm which documents the new investors should have access to. Generally, they receive access to the financing documents, as they reviewed them prior to the closing and may have agreed to be bound by them through a Joinder Agreement, but this access can be tailored as desired.
Creating Stock Certificates
The workflow will allow you to create a stock certificate for each of the new investors. It will utilize the next available certificate number for that class and add the legends that were entered during the initial closing process (regardless of whether the financing was completed done on the platform).
If you choose to create the stock certificate(s) now, they will be sent to the company officers for signing. If you choose to defer the creation of stock certificate(s), you can return to the "Create New Stock Certificates" workflow under the Equity heading in your workflows page when you are ready to generate those certificates.
Once the stock certificates are created and the company officers have signed them, the new investor(s) will get an email inviting them to log in and view their stock certificate.
Once you pass the steps where stock certificate(s) are created and new investors are invited to the platform, you have finished uploading your additional closing documents and information. Your cap table has been updated and the additional closing documents are stored in your data room. You can repeat this workflow as needed to capture any additional closings that occur.
Fidelity does not provide legal or tax advice.
Screenshots are for illustrative purposes only.
© 2023 FMR LLC. All rights reserved.