Legal & Commercial Templates

Diligence Notice (full)

AI Diligence Console

DRAFT TEMPLATE, counsel-pending review
This document is a structural draft for investor data-room visibility.
Outside counsel will finalize all binding language.
Do not execute without counsel review.

DILIGENCE NOTICE, RŌVN, INC. DATA ROOM

Entity: Rōvn, Inc. Jurisdiction: State of Delaware Effective Date: 2026-05-14 Version: Draft v0.1

1. PURPOSE OF THIS NOTICE

This Diligence Notice frames the contents of the Rōvn, Inc. data room for prospective investors. It establishes the posture of the company, sets honest expectations about what is and is not yet in place, and clarifies confidentiality.

Read this first.

2. POSTURE STATEMENT

Rōvn is pre-launch by design.

Live product. Functional Passport, facility workflow layer, and Verified API surfaces are deployed at app.rovn.to and passport.rovn.to. Architecture is real, codebase is real, AI Trust Layer is real.
Zero paying customers. Rōvn is in the design-partner phase. The product is being shaped through direct work with healthcare facilities in the provider-group-first GTM (rural CAH + ASC corridor).
Design-partner outreach underway (zero signed). The current focus is converting wedge facilities to paying pilots and capturing the metrics that justify the priced seed round.
Pre-seed raise. $2.25M target on a $15M post-money SAFE (hard cap $2.75M only if investor demand supports it).

We say "pre-launch by design" because building this product with paying customers from day one risked compromising the trust posture (HIPAA, consent receipts, audit trail) that makes the product valuable. We built the trust layer first.

3. HONEST CLAIM LEDGER

Throughout the data room, every product or capability claim carries one of three tags:

Tag	Meaning
LIVE	Built, deployed, accessible in production. Verifiable in the codebase or via demo.
PARTIAL	Skeleton exists, some functionality working, more to build. We say what works and what doesn't.
TARGET	Designed and specified, build not yet started or in progress. Belongs on the roadmap, not the brag sheet.

See PRODUCT_OVERVIEW.md and Roadmap.md for the per-capability ledger.

This taxonomy is honest. We chose it because investors burn out on theater. The cost of saying "TARGET" today is much lower than the cost of being caught overclaiming in priced-round diligence.

4. WHAT THIS DATA ROOM IS

Investor-grade documentation of:

Company: incorporation status, cap table, governance.
Product: architecture, AI Trust Layer, Passport / facility workflow layer / Verified API specs, build status.
Engineering: codebase structure, key systems (ai_runs, source_receipts, consent_events, audit_log), test posture, deployment mechanics.
Compliance: HIPAA-aligned posture, BAA-available framing, sub-processor registry, security controls.
Market: healthcare workforce trust thesis, wedge strategy, competitive landscape, network growth loop.
Team: founders, equity, advisors, partnerships (platform engineering partner under NDA).
Financials: DCF model, pre-seed use of funds, runway, projected milestones to seed.
Compliance posture: privacy, terms, BAA, DPA templates (drafts pending counsel).

Every artifact is intended to be verifiable. If something doesn't tie, ask, we will trace it.

5. WHAT THIS DATA ROOM IS NOT

Customer financials. No paying customers means no historical customer revenue, gross margin breakdown by customer, or net retention. Pilot pipeline is documented; revenue is forecast.
Certified audit reports. SOC 2 Type II is in active progress; observation window opens Q3 2026; report target Q3 2027. HITRUST is on the post-seed roadmap. The data room includes posture documentation and control mapping, not an issued certification.
Executed customer LOIs. Design-partner conversations are documented; signed LOIs are pipeline, not closed.
Finalized legal documents. The Legal Templates folder (08_legal_templates/) contains structural drafts marked DRAFT TEMPLATE. Outside counsel will finalize.

We tell you what isn't here so you don't waste a diligence cycle looking for it.

6. CONFIDENTIALITY

This data room and its contents are confidential.

By accessing this data room, you agree: - Not to forward, share, or reproduce data room contents outside your firm without prior written consent from Rōvn. - To use the contents solely for the purpose of evaluating a potential investment. - To maintain confidentiality consistent with industry-standard NDA terms (in addition to any executed NDA on file). - To inform Rōvn promptly of any inadvertent disclosure.

If your firm requires a separate NDA, we will execute on request. Otherwise, your access constitutes acceptance of this confidentiality undertaking.

7. VERIFICATION

Any claim, number, architecture diagram, or capability statement in this data room can be re-verified against:

The codebase (read access available under NDA on a case-by-case basis).
Vendor BAAs and sub-processor agreements (available on request).
The DCF model (Excel file in 06_financial/).
Vendor and partner contacts (provided on request).
A live demo of Passport and facility workflow layer.

If you find a discrepancy between any two artifacts in this room, please flag it. We track and respond to all discrepancies on a rolling basis.

8. COUNSEL

The Delaware C-Corp conversion is complete. Outside counsel for formation matters, equity grants, and customer-side agreements is Jason Acevedo at Klehr Harrison.

For correspondence about legal matters: legal@rovn.to.

9. FOUNDER COMMITMENT

Post-close, the founders commit to:

Monthly investor updates. Format: written memo plus key metrics dashboard. Topics: revenue progress, design-partner conversion, product milestones, hiring, runway.
Open-book diligence. Investors may request any reasonable additional documentation at any time.
Honest reporting. Misses and challenges reported in the same memo as wins. We use the LIVE / PARTIAL / TARGET taxonomy in updates too.
Quarterly office hours. Founders make time for investor calls.

Information rights for major investors as defined in the Stockholders Agreement.

10. DATA ROOM CONTACT

Primary point of contact: Giles-Evan Mboumi · CEO, Rōvn, Inc. · gmboumi@rovn.to

For legal or compliance questions: legal@rovn.to.

For technical or product deep-dives: a demo with the COO (Christian Montgomery) or CTO (Abhishek Jha) can be scheduled.

11. EFFECTIVE DATE AND VERSION

Effective Date: 2026-05-14 Version: Draft v0.1

Change Log

2026-05-14 · Draft v0.1, Initial Diligence Notice published with data room.

12. GOVERNING LAW

Where any dispute arises related to access to or use of this data room, Delaware law governs without regard to conflicts principles.

End of Draft v0.1 · 2026-05-14 Outside counsel review required for final NDA framing.

Ask the AI agent about this section, the raise, compliance posture, or any cross-document question. Grounded in Rōvn's deep context, with on-page source citations.

AI queries route through AWS Bedrock under BAA · Anthropic Claude (Haiku 4.5) under BAA · zero-data-retention posture · no PHI in prompts.