How to build a closing deliverables checklist for Convertible Note Financing Transactions

Build the checklist from the controlling purchase agreement, notes, side letters, corporate approvals, and existing-debt restrictions—not a generic financing list. Give each deliverable a source citation, owner, closing trigger, dependency, and evidence of completion. Separate signing, funding, note issuance, and post-closing obligations, particularly when investors close on different dates. The resulting company-side checklist should show what is ready, what blocks release, who can resolve each open item, and where the final evidence sits.

When to use this workflow

Use this workflow when company counsel and finance are preparing to sign or fund a convertible note financing. It also applies to an additional investor closing or a later advance, but each event needs its own condition analysis.

The scope is closing readiness: approvals, signatures, certificates, funding, instrument delivery, and an assigned post-closing handoff. Bring unresolved diligence findings into the checklist where they affect a representation, condition, consent, or release decision; do not reproduce the entire diligence tracker.

This is a general US workflow, with Delaware corporate-law points identified expressly. Applicable exemptions, state securities notices, secured structures, and governing-law issues require separate analysis. Contract rights depend on the actual language, facts, and deal context. The steps below are process recommendations, not independent legal requirements.

What you need

Collect these inputs before preparing a release-ready checklist:

• Transaction documents: purchase agreement, investor schedule, individual notes, side letters, term sheet, and applicable security, subordination, or intercreditor documents.
• Authority records: current charter and bylaws, proposed resolutions, capitalization records, relevant stockholder arrangements, and signatory information.
• Restriction evidence: prior notes, SAFEs, credit agreements, amendments, waivers, and consents relevant to debt issuance or later conversion.
• Closing mechanics: signing and funding dates, allocations, permitted closing sequence, wire instructions, any escrow arrangements, and release instructions.
• Compliance instructions: counsel’s exemption analysis, investor eligibility evidence appropriate to that analysis, filing responsibilities, and notice triggers.

Assign stable document IDs and distinguish drafts from executed records. Request missing schedules and attachments rather than assuming the circulating package is complete.

Use the template

The companion template is Convertible Note Financing Transactions — Closing deliverables checklist. Copy this table into your working document or spreadsheet. Use one row per independently verifiable deliverable; split rows where owners or release decisions differ.

ID / closing distinguishes initial, additional, and post-closing items. Source / cite identifies the document and clause, resolution, or filing authority; label internal process requirements accordingly.

Dependency / authority captures prerequisites, the condition beneficiary, and authorized waiver decision-maker. Status / gap distinguishes missing, under review, signed but held, satisfied, waived, and deferred. Distinguish an outstanding legal requirement from a waivable contractual condition.

Proof / action identifies the executed record, receipt, funding confirmation, or written decision and the next action if incomplete. Use document IDs, clause citations, and spreadsheet cell references where useful. Cross-reference a supporting conditions record when the satisfaction standard cannot fit clearly in a cell.

Step by step

1. Define the closing event and document baseline

Identify whether the checklist covers simultaneous signing and funding, signing before funding, an additional purchaser, or a later advance. Read provisions governing permitted dates, purchaser admission, minimum proceeds, and release mechanics. Do not assume each event requires the same package.

Establish the document versions being reviewed. Reconcile purchaser names, principal amounts, note identifiers, and signature blocks against the investor schedule. Verify subsequent changes before retaining a completed status.

Record: assign each row a closing identifier, identify its controlling document version, and flag unresolved sequencing questions before requesting signatures.

2. Extract conditions and convert them into deliverables

Read closing conditions alongside covenants, representations, schedules, and exhibits. Identify what must be delivered or confirmed, the beneficiary, satisfaction standard, and any express waiver authority.

Separate execution of a note from verification of its payee and principal. Separate a bring-down certificate from the factual inquiry supporting it. A condition requiring satisfactory evidence is not necessarily satisfied merely because a document exists.

A historical SEC-filed purchase-agreement form, § 4.1(e)–(l) includes prior-noteholder consents, lender approvals, a secretary’s certificate, and security and subordination documents. These illustrate a secured, subordinated transaction—not a mandatory package for unsecured startup notes. (sec.gov)

Record: create separate rows for signatures, approvals, certificates, and delivery evidence, with precise condition citations.

3. Resolve authority and existing-instrument dependencies

Compare proposed approvals with the financing actually being signed: aggregate amount, purchaser admission mechanics, note form, conversion terms, and execution authority. Escalate changes since approval rather than assuming an earlier fundraising resolution covers them.

Review existing instruments for relevant restrictions. Keep consent to new indebtedness separate from rights triggered only by conversion or a later sale. Preserve qualifications when reporting potential conflicts.

For Delaware corporations, assess conversion-share requirements separately from note issuance. DGCL § 151(g) requires an effective certificate of designations where the relevant stock rights are established by board resolutions under charter-granted authority rather than stated in the charter. This conditional procedure is not required for every note issuance. (delcode.delaware.gov)

Record: identify each approval or consent, its scope and evidence, and whether it blocks closing or is a future conversion dependency.

4. Reconcile the execution package with funding

Check each investor’s legal name, principal, dates, attachments, side-letter coverage, and signature capacity. Compare the execution documents with approved economics, including interest commencement, maturity, cap, discount, and conversion provisions. Investigate discrepancies without reopening settled terms unnecessarily.

Finance should confirm incoming amounts and agreed deductions or payment directions. Counsel should reconcile those instructions with closing mechanics. Independently verify wire instructions as a process safeguard.

Distinguish expected funds, received funds, and authority to release documents. Where signatures precede funding, identify custody and release authority. Resolve differences among issue date, funding date, and interest commencement rather than assuming they coincide.

Record: link each note to its allocation, funding evidence, release instructions, and unresolved amount or date discrepancy.

5. Test certificates and satisfaction evidence

Ask the responsible officer what inquiry supports each certificate. Route factual exceptions to counsel before signature; do not use a certificate to obscure unresolved diligence.

For third-party consents, verify the consenting party, covered transaction, conditions, and execution status. For approvals, retain the adopted version and referenced attachments. Compare evidence with the contractual satisfaction standard.

If a condition remains unmet, determine whether the response is cure, authorized waiver, documented deferral, or postponement. The checklist does not amend the agreement. Keep contractual waiver authority separate from internal company authority to proceed.

Record: replace tentative statuses with evidence-backed results and link any waiver or deferral to its scope and approving party.

6. Assign filing triggers and the post-closing handoff

Create post-closing rows before release, distinguishing them from closing conditions. Assign an owner, trigger, inputs, and completion evidence. Address state notice requirements separately from federal filing.

The SEC’s Form D guidance states that offerings under Rules 504 or 506 or Securities Act § 4(a)(5) require filing within 15 days after the first investor becomes irrevocably contractually committed. A Saturday, Sunday, or holiday deadline moves to the next business day. Apply this rule only to the relevant exemptions; first sale need not coincide with wire receipt. (sec.gov)

For staged funding, assign responsibility for recording actual advances and dates. A MiNK–Agenus agreement, Article I.1 illustrates consent-based drawdowns and an updated advance schedule supporting interest tracking. It is a parent-subsidiary example, not a default venture-note structure. (sec.gov)

Record: capture filing-trigger evidence and assign applicable advance, interest, notice, and conversion records without marking future obligations complete.

7. Make and preserve the release decision

Review blocking rows, conditional approvals, missing evidence, and funds-flow discrepancies with counsel, finance, and the authorized company decision-maker. Ask whether the agreed closing mechanics permit release—not simply whether everyone signed.

Document release authorization and its scope. After release, retain final executed documents, delivery records, and funding evidence. Transfer outstanding items with their existing IDs so ownership and history remain visible.

Record: preserve the release decision, close supported rows, and assign each remaining obligation and due-date trigger.

Worked example

Fictional scenario: Cedar Orbit, Inc., a Delaware company, proposes an unsecured $1.2 million convertible note financing. Elm Harbor Ventures will purchase $800,000 initially; another investor may purchase $400,000 later. All parties, documents, amounts, and provisions described here are fictional.

Purchase agreement PA-01 § 4.2 requires consent under an existing loan. Loan LN-07 § 6.3 restricts additional indebtedness without lender consent. Only an unsigned consent draft is available.

Elm Harbor’s note N-01 states $800,000, but funds-flow draft FF-01 shows $790,000 after an unexplained deduction. The later investor has not signed. Exemption memo EM-01 identifies a planned Rule 506 offering but does not establish the first irrevocable commitment date.

The recommended decision is to hold release pending resolution of the consent and funding discrepancy, while establishing the filing trigger independently. No supplied evidence proves consent, authorizes the deduction, or establishes first sale. The later purchaser needs a separate review of repeated or refreshed conditions, not a copied checklist marked complete.

Common mistakes

• Importing secured-loan deliverables into unsecured notes. Include collateral and intercreditor documents only where the structure or existing obligations justify them.
• Treating signature circulation as completion. Require execution, attachments, and appropriate release evidence before closing the row.
• Combining all purchasers into one event. Track separate admission dates, allocations, funding, and refreshed conditions.
• Using wire receipt as the default filing trigger. Have counsel identify the relevant commitment event under the selected exemption.
• Confusing purchaser waiver with lender consent. Resolve the closing condition and existing contractual restriction independently.

Final quality check

• Every row traces to an operative source or identified internal process requirement.
• Citations resolve to the correct versions, including schedules and attachments.
• Approvals match the financing scope, note forms, and signatories.
• Purchaser names, allocations, principal, and funds flow reconcile.
• Satisfaction, waiver, and deferral statuses have evidence and appropriate authority.
• Filing triggers are verified, not inferred from a closing label.
• Open issues are resolved or assigned, with their effect on release documented.

Complete the workflow with DecoverAI

DecoverAI is the Legal Intelligence Platform for litigation and transactions. Use its contract review capabilities to support company-side review with deal-specific instructions. Tabular review can support comparison across documents, while due diligence classification can organize the supporting record for human review. The checklist remains the legal team’s work product; counsel retains legal judgment and release responsibility. To discuss this closing workflow, book a demo.

Frequently asked questions

Should conversion documents be completed at note closing?

Complete what the transaction presently requires. Distinguish current share-reservation or approval requirements from actions dependent on a future financing or election. Assign future share-class and authorization dependencies rather than marking them satisfied.

Can a signed note be marked delivered before funding?

Only where that accurately reflects the agreed mechanics and evidence. Track execution, custody, release, and delivery separately when signing precedes funding. A copy held pending authorization is not proof of release.

What changes for an additional closing?

Check permitted timing, purchaser admission, remaining financing capacity, allocations, and repeated conditions. Refresh certificates or approvals where the documents or changed facts require review; do not assume the initial package remains sufficient.

Who owns the checklist?

Designate one coordinator, usually company counsel, and a substantive owner for each row. Finance verifies funding facts, officers support certificates, and counsel assesses conditions and legal dependencies. Coordination should not obscure responsibility.

Sources

• Delaware General Corporation Law, § 151(g).
• SEC: Filing a Form D Notice.
• SEC-filed Form of Convertible Note Purchase Agreement, § 4.1.
• MiNK–Agenus Convertible Promissory Note Purchase Agreement, Article I.1.

Historical filed agreements illustrate negotiated wording, not general requirements or market standards.

This guide is general information about legal workflows, not legal advice for any matter. It was drafted and reviewed with AI assistance. The worked example is fictional. Contract rights and procedure depend on the governing law, the actual wording, and the facts, so check the cited sources and the rules that apply in your jurisdiction before relying on it.