The complete Pre-Seed due diligence checklist for Biotech startups. Prepare your data room, anticipate every investor request, and close your round faster.
1–2 weeks
Typical DD Timeline
5
DD Categories Covered
50+
Checklist Items Total
Biotech DD includes deep scientific review. Investors will engage independent scientific advisors to review your pre-clinical and clinical data. Have your complete data package ready in a secure data room.
Documents to have ready before DD begins
Basic corporate formation documents, founder IP assignment, and cap table verification. Investors rarely hire outside counsel at pre-seed — but they will verify these exist.
Bank statements for 3 months, any existing revenue documentation, and a basic projection model. Financial audit is not expected.
LinkedIn profile verification and informal reference calls with 2–3 professional contacts. Background check is increasingly common.
Biotech Pre-Seed due diligence typically takes 1–2 weeks. Basic corporate formation documents, founder IP assignment, and cap table verification. Investors rarely hire outside counsel at pre-seed — but they will verify these exist. Having a complete data room ready before DD kicks off can reduce this timeline by 30–50%.
For Biotech at the Pre-Seed stage, investors focus heavily on: Patent portfolio (granted and pending) with expiration dates, Freedom-to-operate (FTO) opinion from IP counsel, and Milestone-based funding schedule and triggers, R&D burn by program and project. Biotech DD includes deep scientific review. Investors will engage independent scientific advisors to review your pre-clinical and clinical data. Have your complete data package ready in a secure data room.
Your Pre-Seed data room should include: Incorporation documents; Founder IP assignment agreements; Cap table (Carta or equity schedule); Bank statements (3 months); Any signed LOIs or customer contracts; Pitch deck and financial model. Use a structured folder system that mirrors investor expectations — most institutional investors use a standard folder taxonomy.
The five most common DD deal-killers are: (1) undisclosed founder litigation or criminal history, (2) IP ownership gaps — particularly for university-origin technology, (3) customer contract terms that prevent assignment on change of control, (4) cap table math errors or undocumented equity grants, and (5) financial restatements required after revenue recognition review.
LinkedIn profile verification and informal reference calls with 2–3 professional contacts. Background check is increasingly common.
Get the Biotech Pre-Seed due diligence checklist as a Google Sheets or Notion template. Track completion status for every item in your data room.
Includes data room folder template, investor question tracker, and reference FAQ guide