Shoobx asks for Disclosures during both the Equity Financing (for the Stock Purchase Agreement) creation workflow and the Bridge Note creation workflow to prepare a Disclosure Schedule. The disclosure schedule is a response to the Representations and Warranties section. They go hand-in-hand and are often read together. In these sections of the Stock Purchase Agreement, the company represents what it knows to be true about the company, and then identifies areas where those representations need qualifications and exclusions.
You can read more about what Disclosure Schedules and Representations and Warranties are in our extensive blog article here.
Frequently Asked Questions:
How do I write disclosures?
When you get to the "Prepare Disclosure Schedule" screen in Shoobx, you'll click on the name of the section you'd like to provide disclosure for. This will allow you to describe any exceptions to the representations in the Notes section and attach supporting documents (if applicable). To view the representations of a given section, click the "View Representations" button next to the section.
What if I'm not sure what to write in my Disclosure Schedule?
Your lawyer should provide the information to be included in your Disclosure Schedule. Your lawyer has likely prepared dozens (if not hundreds) in their career, and they can advise you on what to say and how to say it.
What's the difference between the Disclosure Schedule and the Representations and Warranties?
The primary purpose of the company's representations is to create a mechanism to ensure full disclosure about the company's organization, financial condition, and business to the investors. The company lists any deviations from the representations in the disclosure schedule. Read more about this here.
Below is an example of what the disclosure schedule screen looks like in the Equity Financing workflow:
What it looks like expanded:
And what the "View Representations" button does:
If you have any questions about this, please reach out to firstname.lastname@example.org.