DealMaker has helped companies close hundreds of deals; this ease of process is complimented by a unique question flow that assists investors with the completion of their deal documents.
In order to continue providing an efficient process for the company and their investors, DealMaker will digitize the necessary documentation and you may notice a number of wording and formatting changes that are done to adapt to the DealMaker question flow.
Common changes to documentation you might see include:
- Wording or formatting changes to adapt to the way our variables output on the subscription agreement.
- Due to background changes in characters (due to the change in coding format, nothing relating to the wording) certain letters, syntax and paragraphs are highlighted showing changes where no changes are present.
- In certain places (e.g. schedule B2) DealMaker will output the response entered by an investor, so you will not see the underline or area for output.
- The page numbers have been removed because the digital agreements change depending on responses, meaning hard coding pages numbers isn’t possible. But, it also isn’t needed as these are PDFS and are automatically numbered by the pdf preview system. By removing the page numbers we avoid incorrectly hard coded page numbers within digital agreements.
Standard Forms:
The information below sets out specific changes you may notice within each individual document used during the deal.
- Face Page:
- DealMaker will use a standard face page that captures all of the same information, but better matches the way DealMaker collects/outputs investor responses.
- DealMaker will use a standard face page that captures all of the same information, but better matches the way DealMaker collects/outputs investor responses.
- Friends, Family and Business Associates Certificate
- DealMaker collects the details of the relationship after the investor indicates their category. All of the same information will be collected.
- DealMaker collects the details of the relationship after the investor indicates their category. All of the same information will be collected.
- Canadian Accredited Investor (AI) Certificate
- In order to accommodate the way DealMaker will output geographically located responses, DealMaker will split the Accredited Investor options into a Ontario/Non-Ontario form so that responses will automatically be parsed based on the user's address
- On the Accredited Investor certificate, there is a single checkbox for each Ontario/Non-Ontario split category (a/a.1, b/b.1, etc.)
- Minimum Investment Certificate
- In order to accommodate the way DealMaker confirms minimum investment, you will find the inclusion of our standard Minimum Investment certificate to the subscription to account for subscribers with a value of greater than $150,000 CDN.
- DealMaker pre-codes the minimum investment certificate so that corporate investors investing over $150,000 who qualify under the minimum investment exemption sign a certificate. This will not increase investor complexity at all.
- Warrant Certificate
- DealMaker populates the warrant certificate so that it is signed and numbered by the company on closing. This means that when the company countersigns, the warrants will be issued and the company does not need to generate warrant certificates again post-closing.
- If individuals are registering in brokered account, they may require originally signed warrant certificates, in which case, the company will need to potentially manage a ledger outside of DealMaker.
- Setting up and populating warrant variables has a customization fee of $1,000. We have found that issuers find it well worth it compared to the administrative labour required post-closing to generate and issue warrant certificates.
Canada/US/International Investors
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- DealMaker configures deals so that every investor will go through a Canadian exemption (AI or Friends, Family and Business Associates). US Investors will then additionally have to fill out the US AI Certificate. We can adjust the instructions page to match this new flow, if you’d like.
- DealMaker configures deals so that every investor will go through a Canadian exemption (AI or Friends, Family and Business Associates). US Investors will then additionally have to fill out the US AI Certificate. We can adjust the instructions page to match this new flow, if you’d like.
US Accredited Investor Certificate
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- Sometimes, the US Accredited Investor certificates we receive have an option for "not an accredited investor". While under certain circumstances non-accredited investors can participate in US 506(b) offerings, an issuer needs to carefully review this with counsel to make sure that their disclosure is compliant to accept non-accredited investors.
- By default, DealMaker does not include this option in the question flow, unless the issuer has reviewed with counsel and been correctly advised on how to proceed.
- Options such as "not an accredited investor and may not participate in the offering" are also not necessary when using DealMaker for a deal, as investors must select at least one category under the US Accredited Investor exemption. Investors who cannot meet at least one category of an exemption cannot make their way through the question flow, and thus will not reach the signing stage.