Cap Table Tie-Outs
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Cap Table Tie‑Outs
Upload your data room. Marveri verifies every grant against its board consent, checks for missing 83(b) elections, confirms 409A valuations, flags incomplete documentation, and more. Every finding is fully cited and exportable.
A. Corporate Structure
B. Authorized Shares
C. Issued and Outstanding
D. Option Pool & Grants
E. Convertible Instruments
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Data Room
429 documents
▾
Charter & Amendments
8
Amended and Restated Certificate of Incorporation.pdf
Certificate of Amendment (Series A).pdf
▸
Board Consents
24
▸
Stock Purchase Agreements
18
▸
Option Grants & Notices
42
▸
83(b) Elections
15
▸
409A Valuations
6
▸
Equity Incentive Plans
4
▸
SAFEs & Convertible Notes
12
Total documents
429
429
See Issues You Otherwise Missed. Verify Every Claim.
Marveri flags issuances exceeding authorized shares or plan reserves, options priced below 409A value, grant terms that differ between the board consents and agreements, missing 83(b) elections, and more. Every finding is cited to its source.
Capitalization Tie-Out
Certus, Inc. — Due Diligence Report — Project Redwood — Confidential
B. Issued and Outstanding — Common Stock
Holder
Shares
Board Consent
Vesting
Repurchase
Acceleration
83(b)
J. Smith
2,500,000
8/18/22 [8]
2-yr; 50% cliff at 1 yr [3]
Co. ROFR; $0.0001/sh [3]
Double-trigger; 100% CoC [3]
Filed 8/22/22 [4]
S. Mishrah
2,500,000
Not located
Not specified in RSPA [5]
Not specified [5]
Silent [5]
Filed 9/2/23 [10]
V. Connelly
2,000,000
8/30/22 [8]
4-yr; 25% cliff at 1 yr [2]
Co. ROFR; $0.0001/sh [2]
Double-trigger; 100% CoC [2]
Filed 8/5/23 [6]
R. Kim
1,000,000
1/12/23 [19]
4-yr; 25% cliff at 1 yr [18]
Co. ROFR; $0.0001/sh [18]
Single-trigger; 100% CoC [18]
Filed 1/18/23 [18]
D. Park
500,000
Not located
4-yr; 25% cliff at 1 yr [20]
Co. ROFR; $0.0001/sh [20]
Double-trigger; 50% cap [20]
Not filed
S. Chen
500,000
Not located
3-yr; 33% cliff at 1 yr [22]
Co. ROFR; $0.0001/sh [22]
Silent [22]
Filed 6/18/23 [22]
M. Alvarez
250,000
9/12/23 [33]
Fully vested at issuance [32]
None [32]
N/A
N/A
T. Nakamura
250,000
10/28/23 [30]
4-yr; 25% cliff at 1 yr [34]
Co. ROFR; $0.0001/sh [34]
Double-trigger; 100% CoC [34]
Filed 12/15/23; possibly late [34]
Total Common Outstanding
8,000,000
Total Common Outstanding
9,500,000
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Capitalization Tie-Out
Certus, Inc. — Due Diligence Report — Project Redwood — Confidential
B. Issued and Outstanding — Common Stock
Holder
Shares
Board Consent
Vesting
Repurchase
Acceleration
83(b)
J. Smith
2,500,000
8/18/22 [8]
2-yr; 50% cliff at 1 yr [3]
Co. ROFR; $0.0001/sh [3]
Double-trigger; 100% CoC [3]
Filed 8/22/22 [4]
S. Mishrah
2,500,000
Not located
Not specified in RSPA [5]
Not specified [5]
Silent [5]
Filed 9/2/23 [10]
V. Connelly
2,000,000
8/30/22 [8]
4-yr; 25% cliff at 1 yr [2]
Co. ROFR; $0.0001/sh [2]
Double-trigger; 100% CoC [2]
Filed 8/5/23 [6]
R. Kim
1,000,000
1/12/23 [19]
4-yr; 25% cliff at 1 yr [18]
Co. ROFR; $0.0001/sh [18]
Single-trigger; 100% CoC [18]
Filed 1/18/23 [18]
D. Park
500,000
Not located
4-yr; 25% cliff at 1 yr [20]
Co. ROFR; $0.0001/sh [20]
Double-trigger; 50% cap [20]
Not filed
S. Chen
500,000
Not located
3-yr; 33% cliff at 1 yr [22]
Co. ROFR; $0.0001/sh [22]
Silent [22]
Filed 6/18/23 [22]
M. Alvarez
250,000
9/12/23 [33]
Fully vested at issuance [32]
None [32]
N/A
N/A
T. Nakamura
250,000
10/28/23 [30]
4-yr; 25% cliff at 1 yr [34]
Co. ROFR; $0.0001/sh [34]
Double-trigger; 100% CoC [34]
Filed 12/15/23; possibly late [34]
Total Common Outstanding
8,000,000
Total Common Outstanding
9,500,000
2022.08.18 Certus – Board Consent (Founder Stock Issuance).pdf
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Confidential
Action by Written Consent
of the Board of Directors
of Certus, Inc.
August 18, 2022
The undersigned, being all of the members of the Board of Directors (the “Board”) of Certus, Inc., a Delaware corporation (the “Company”), hereby adopt the following resolutions by written consent without a meeting pursuant to Section 141(f) of the Delaware General Corporation Law:
Issuance of Restricted Stock
RESOLVED, that the Board hereby authorizes and approves the issuance of 2,500,000 shares of Common Stock of the Company to James Smith (the “Purchaser”), at a purchase price of $0.0001 per share, pursuant to the terms and conditions of a Restricted Stock Purchase Agreement in substantially the form attached hereto as Exhibit A. [8]
RESOLVED FURTHER, that the shares issued to the Purchaser shall be subject to vesting and repurchase provisions as set forth in the Restricted Stock Purchase Agreement.
W
Certus, Inc - Company Report.docx
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