Company Overview
Date: 2026-05-14 Status: Founder review draft. Specific signed copies available on request through diligence room access , founder + outside counsel-tracked.
1. Legal Entity
| Field | Value |
|---|---|
| Legal name | Rōvn, Inc. |
| Entity type | C-Corporation |
| State of formation | Delaware |
| Formation date (C-Corp) | Delaware Certificate of Incorporation , target effective date Q3 2026 (under counsel review) |
| Conversion posture | Conversion from Rovn LLC (Georgia, formed 2025) to Rōvn, Inc. (Delaware C-Corporation) is complete. See Section 9, Conversion History. |
| EIN | 33-2009460 (Rōvn, Inc.). Outside counsel confirmed handling on conversion. |
| HQ address | Atlanta, GA (specific address on file under NDA) |
| Georgia foreign qualification | Certificate of Authority , filed in GA post-conversion for Delaware entity operating in Georgia (under counsel review) |
| Operating brand | Rōvn |
| Governing law | Delaware (Delaware General Corporation Law) |
Note on legal name spelling: Marketing brand uses Rōvn with macron. Delaware Certificate of Incorporation will reflect the legal spelling as filed (diacritic-preservation on the certificate under counsel review). All commercial contracts will use the legal spelling as filed.
2. Cap Table: Summary
Founder ownership at C-Corp inception, fully diluted before pre-seedRound stage02.1 Use of Funds · pre-seed $2.25M raise close. Pre-seed SAFE round will layer post-money SAFE holders + option pool on top of this. See CAP_TABLE.md for full detail.
| Holder | Common shares | Ownership % | Vesting |
|---|---|---|---|
| Giles-Evan Mboumi (Founder, CEO, Director) | 3,000,000 | 33.3% | 4-year monthly vesting, 1-year cliff. Vesting credit preserved from original LLC effective date so cliff/vest math is continuous, not reset. |
| Christian Montgomery (Co-Founder, COO) | 2,000,000 | 22.2% | 4-year monthly vesting, 1-year cliff. Vesting credit preserved from original LLC effective date so cliff/vest math is continuous, not reset. |
| Abhishek Jha (Co-Founder, CTO) | 2,000,000 | 22.2% | 4-year monthly vesting, 1-year cliff. |
| Gokul Shanmugam (Co-Founder, CPO) | 2,000,000 | 22.2% | 4-year monthly vesting, 1-year cliff. |
| Total issued | 9,000,000 | 100.0% | - |
Founding team (locked): four founders on 4-year vesting with a 1-year cliff: Giles-Evan Mboumi (CEO, 33.3%), Christian Montgomery (COO, 22.2%), Abhishek Jha (CTO, 22.2%), and Gokul Shanmugam (CPO, 22.2%). Final share counts and the option pool are being papered via counsel (Jason Thomas Acevedo).
| Authorization | Value |
|---|---|
| Authorized common shares | 10,000,000 |
| Issued + outstanding common at conversion | 9,000,000 |
| Authorized preferred shares | Common only at incorporation; preferred authorized at first priced round |
| Option pool reserve (pre-money, post-conversion) | Target ~10% pre-money option pool for advisor and early employee grants, subject to negotiation with pre-seedRound stage02.1 Use of Funds · pre-seed $2.25M raise lead investor |
Voting
Standard one-vote-per-common-share. No super-voting class at this stage. The four founders (Giles-Evan Mboumi, Christian Montgomery, Abhishek Jha, Gokul Shanmugam) hold 100% of issued common between them and retain control through the pre-seedRound stage02.1 Use of Funds · pre-seed $2.25M raise round. The option to introduce a super-voting class (Class B / Class F founder stock) is preserved for the priced round if it becomes a negotiated requirement.
Vesting cliff dates: under counsel review (founder + counsel to confirm)
- Founder cliff trigger: 12 months from share issuance (vesting credit carries forward through the conversion where applicable, no reset)
- Founder full vest: 48 months
- Acceleration: single-trigger on involuntary termination without cause; double-trigger on change of control + termination , finalized under outside counsel in Stock Purchase Agreement
83(b) elections: CRITICAL DEADLINE
Each founder receiving stock subject to vesting must file an IRS Section 83(b) election within 30 days of share issuance (deadline July 18, 2026). Missing this deadline forces founders to recognize ordinary income on each vesting event at then-current FMV. This is a foundational tax filing, see CONVERSION_NOTE.md at the package root.
3. Banking
| Field | Value |
|---|---|
| Primary operating account | To be re-papered under Rōvn, Inc. on conversion (counsel-tracked) |
| Account type | Business checking |
| Backup operating account | Available on request through diligence room access |
| Wire instructions | Available under NDA / closing docs |
Posture: minimal cash on hand pre-raise. Banking will be re-platformed onto Mercury or Brex under the Rōvn, Inc. entity at conversion close. Any payments currently routed through the LLC bank account will be migrated.
4. Domains and Brand Assets
| Domain | Status | Use |
|---|---|---|
rovn.to |
Owned, live | Primary marketing surface + product app |
passport.rovn.to |
Owned, live | API + worker Passport surface (FastAPI on ECS) |
app.rovn.to |
Owned, live | Aliased to rovn.to product routes (CF Pages) |
changelog.rovn.to |
Owned, live | Ship velocity proof |
Domain ownership currently registered to the LLC. Registrar records to be transferred to Rōvn, Inc. as part of conversion (counsel-tracked).
Trademark filings: Rōvn wordmark and logomark filings status under outside-counsel review. Any pending USPTO filings under Rovn LLC will be assigned to Rōvn, Inc.
5. Founder Bios: One Liners
(Full bios in 09_team/TEAM.md.)
- Giles-Evan Mboumi: Founder & CEO (full-time) + sole Director at incorporation. Owns vision, fundraising, GTM, pilots, and recruiting. Designed and deployed Rōvn's production verification architecture. Background: 3 years healthcare commercial (Boehringer Ingelheim, Cardiovascular-Renal) plus a Jackson EMC operational-technology internship; B.S. MIS. Built BOVYN, a real-time futures trading system he coded himself, and trades futures profitably (PreziCapital LLC). Built a subscription business to 200+ paying customers (~$10K/mo, organic, in 6 months). Led operations for a company holding government contracts across France, Gabon, and the US (including the US Embassy in Gabon). Paused other ventures to go all-in. Family are nurses.
- Christian Montgomery: Co-Founder & COO (full-time). Owns operations, finance, delivery, security/infra, and the technical-to-non-technical liaison role. B.S. Cybersecurity (Kennesaw State, 3.96 GPA); ran AD/M365/network security for 200+ users (including Publisher Services Inc.). Built Rōvn's deployed attestation pipeline as founding engineer, then moved into finance, GTM ops, and internal liaison.
- Abhishek Jha: Co-Founder & CTO. Owns architecture, implementation, infra, and reliability. ~6 years SWE (Accenture; Senior SWE at Eruvaka); MS CS (Texas A&M-Corpus Christi); distributed systems, AWS, and agentic AI; has shipped 50+ products across his career, much of it in healthcare. At Braintree Health he rebuilt a healthcare data pipeline from over a week to ~90 minutes across 15M+ records.
- Gokul Shanmugam: Co-Founder & CPO. Owns product strategy, roadmap, and verification-engine behavior. Engineer at Aetna (payer-side) plus 3.5 years at Athenahealth (EHR, Software Engineer II, hackathon runner-up, log4j Hall of Fame) and Commure (RCM automation), giving him the deepest healthcare-software résumé across both payer and provider sides.
Founding Advisor (Clinical)
- Dr. Danielle K. MillerFounding Advisor01.9 Advisor Deck · DNP RN · Founding Advisor to Rōvn Advisory Board, DNP RNAdvisor credential01.9 Advisor Deck · Dr. Danielle K. Miller, DNP RN, Founding Advisor: Clinical Advisor; Rōvn's first publicly named advisor. Founder of The Pivot Nurse; former CNO; ex-Amazon Principal PM (Health Equity); former AWS Healthcare Executive Advisor; former Huron Senior Director; 20+ years. Owns clinical and regulatory acceptance criteria for the Rōvn operator and Passport workflows. Other advisor seats (payer, security, commercial) remain non-public pending each advisor's approval.
Strategic / operating advisor
- Aki Hashmi: CEO of SkinSAFE (Mayo Clinic-partnered), HER, and DeepStart. SkinSAFE was built on a Mayo Clinic relationship (allergen/ingredient data licensed from Mayo Clinic), so Aki brings direct healthcare-startup operating experience working alongside a top-tier health system, plus go-to-market and pricing depth. Advises Rōvn on pricing strategy, the provider-group-first GTM, and the early design-partner outreach. (Aki's Mayo Clinic relationship is his own company's credential, it is not a Rōvn-Mayo partnership.)
- Dr. Mohammed Quadri, MD, MBA: Advisor. VP of Strategy at Hackensack Meridian (19+ years); healthcare-AI investor. Advises Rōvn on health-system strategy and clinical-AI adoption.
Outside legal counsel
- Jason Thomas Acevedo: outside legal counsel for Rōvn, Inc. All MSA, DPA, BAA, IP-assignment, SAFE, formation, and contractor-agreement language runs through Jason before signing.
5.1 Go-To-Market Plan
Rōvn's go-to-market opens with a paid Readiness pilot ($2,500/mo, ~$30K ACV) as the cheapest front door, then expands up the ladder. The plan, shaped with advisor Aki Hashmi:
- Provider-group-first. Provider groups have shorter sales cycles than hospitals/facilities, so the first wave targets Atlanta-area provider groups before broadening to CAH/ASC facilities.
- The offer. Facilities start on the Readiness wedgeSequencing wedgeFive-stage expansion · 01-pitch + 04.1 Product Overview, then expand into the OperatorProduct surface04.3 Facility Workflow Memo · the facility-side AI workforce Operator. Rōvn operates and compresses the recruiting, credentialing, primary-source verification, onboarding, and monitoring workflow and prepares readiness; the facility makes every hiring, credentialing, privileging, and clearance decision.
- Pricing ladder (canonical). Readiness $2,500/mo ($30K ACV, entry) → OperatorProduct surface04.3 Facility Workflow Memo · the facility-side AI workforce Operator pilot $12K/90 days → Core $10K/mo ($120K ACV) → OperatorProduct surface04.3 Facility Workflow Memo · the facility-side AI workforce Operator $20K/mo ($240K ACV) → Platform $1M+/yr. Workers are always free. Pricing remains diligence-grade in the financial model for unit-economics modeling.
- Motion. Founder-led outbound to a focused list of Atlanta-area provider groups (3-email sequence with product screenshots), reinforced by in-person Atlanta healthcare meetups and warm advisor intros. Twice-per-week advisor update cadence with Aki.
- Goal. Land the first paid Readiness pilots, validate willingness-to-pay against the KPIs, and convert the strongest into the first paid OperatorProduct surface04.3 Facility Workflow Memo · the facility-side AI workforce Operator logos. Pre-launch: no paying-customer claims are made until a contract is actually signed.
6. Strategic Partner
engineering partner under NDA: 10-year healthcare SaaS firm. 50+ live healthcare products shipped. 0 HIPAA violations in operating history. Strategic engineering and compliance partner for Rōvn build velocity and pre-launchStage03.1 Company Overview · pre-launch by design, zero paying customers, zero signed pilots or design partners credibility. Partnership terms in 09_team/ENGINEERING_PARTNERSHIP.md.
Conversion note: Engineering Services Agreement and BAA originally executed under Rovn LLC. To be re-executed (or assigned) under Rōvn, Inc. as part of conversion.
7. Pre-Seed Round Structure
| Field | Value |
|---|---|
| Target raise | $2.25MRound sizeRōvn SAFE term sheet · 2026-05 · canonical raise (see 02.1 Use of Funds) target / $2.75M hard cap (single-target) |
| Instrument | Post-money SAFE (YC standard form) |
| Valuation cap | $15M post-moneyPost-money capRōvn SAFE term sheet · 2026-05 · post-money cap (see 02.4 DCF Valuation) |
| Minimum investment | $50,000 per-investor check (locked 2026-06-01) |
| Discount | Standard: 0% with a cap, or 20% with no cap (terms set at priced round) |
| Lead | TBD |
| Use of funds | See 06_financial/USE_OF_FUNDS.md |
| Target close | Founder + lead to set at priced round |
| Issuing entity | Rōvn, Inc. (Delaware C-Corporation), SAFEs will not be issued under the legacy LLC |
The C-Corp structure is what makes the post-money SAFE clean, there are no LLC-to-corp conversion mechanics for SAFE holders to negotiate at the priced round.
8. Open Items for Founder
- Confirm Delaware Certificate of Incorporation effective date
- Provide signed Founder Stock Purchase Agreements × 4
- File 83(b) elections within 30 days of share issuance (deadline July 18, 2026, critical)
- File Georgia foreign qualification
- Provide signed founder IP assignments (CIIA) under the new entity for
FOUNDER_AGREEMENTS.md - Confirm trademark filing status and reassignment to Rōvn, Inc.
- Re-paper strategic-partner Engineering Services Agreement + BAA under Rōvn, Inc.
- Re-execute AWS / Anthropic / Persona / Checkr / Drata BAAs under Rōvn, Inc.
9. Conversion History
| Date | Event | Notes |
|---|---|---|
| 2025 | Rovn LLC formed in Georgia | EIN issued. Operating Agreement adopted. |
| 2026 | Conversion → Rōvn, Inc. (Delaware C-Corporation), complete | Delaware Certificate of Incorporation filed; EIN 33-2009460. 10,000,000 common shares authorized; 9,000,000 issued across the four founders (Giles 33.3%, Christian 22.2%, Abhishek 22.2%, Gokul 22.2%), replacing prior LLC member units. Bylaws + Stockholders Agreement adopted in place of LLC Operating Agreement. Georgia foreign qualification filed. |
The conversion preserves operational continuity (same product, same banking with re-papering) while moving to standard VC-ready Delaware C-CorpEntity03.5 C-Corp Conversion Note · post-conversion Delaware C-Corp structure for the pre-seedRound stage02.1 Use of Funds · pre-seed $2.25M raise SAFE round. The four-founder cap table and option pool are being finalized via counsel (Jason Thomas Acevedo).
End of overview.