At ODX, we use an ODX SAFE Agreement and Participation Letter, signed by On Deck and Founders. 


The founder-designated signatory signs off on the SAFE Agreement.
Download ODX SAFE →

Participation Agreement

All founders sign off on the Participation Agreement. 
Download Participation Agreement →


About the process

What is the “due diligence” process?

Due diligence is when one party investigates another party’s business before entering into an agreement or investment. For our purposes, it is ODX’s opportunity to: (a) confirm that your entity is properly structured; and, (b) learn about potential risks that your company may present.

Why do we have to undergo the due diligence process?

We are investing in you because we believe in you, and want this company to work for the long-term. The due diligence process ensures that your company is free from any red flags that would prevent or complicate ODX’s investment of $125,000. In addition, setting up a company correctly at the start minimizes the chances of any issues that investors will look for in the future. We want to de-risk things as much as possible.

What documents are required for the process?

Below is a list of things that are needed for due diligence for ODX.

A Data Room of Legal Documents, including but not limited to:

  • Company Formation
  • Filed Certificate of Incorporation
  • Initial Board Consent electing officers and executives
  • Bylaws
  • Stock Issuances
  • Restricted Stock Purchase Agreement / Common Stock Purchase Agreement
  • With Vesting
  • 83(b) elections or confirmation
  • Employment Agreements
  • Offer Letters
  • Consulting Agreements
  • Founder Agreements
  • Investment Agreements
  • SAFEs and other convertibles
  • Any Side Letters
  • Any priced round documents
  • Any debt documents
  • Intellectual Property
  • CIIAs and PIIAs
  • IP Assignment Agreements
  • NDAs
  • Any other legal documentation of note
  • Any subsidiary documents
  • Any legal changes to company

An up-to-date Capitalization Table

  • No worries if you don't have anything set up yet!

Wire Details

  • US-based wire:
  • Beneficiary Name
  • Routing Number
  • Specifically for Wires, not ACH
  • Account Number
  • Beneficiary Address

If Non US wire:

  • Beneficiary Name
  • SWIFT Code
  • Bank Name
  • IBAN/Account Number
  • Location of Bank
  • Beneficiary Address

Company Signatory Details

  • [Company Legal Name]
  • Legal Name:
  • Title:
  • Email Address:
  • Legal names and email addresses for all founders:

For details on the broader DD process please see this link: ODX Back-Office Requests

How long does the Due Diligence process take?

The ODX Back Office is prepared to move as quickly as you move to complete due diligence. Once completed we can wire funds. The most common hurdle in Due Diligence is the complexity of the founder’s corporate status and cap table.

When during the due diligence process do we get admitted into the ODX cohort?

You will be onboarded to the ODX cohort after receipt of the $125,000 investment via wire. The wire isn't sent until after the due diligence process has been completed and the documents have been signed.

Onboarding after the wire has been received ensures that everything has been diligenced and signed before onboarding, and allows for a better founder experience.

What happens at the end of a successful due diligence process?

After the due diligence process has been completed, (assuming all of the requested materials were provided and everything was approved by our diligence team), the ODX investment will be wired to your designated bank account. You will then be onboarded to the ODX cohort.

Once I am admitted into ODX, how quickly will I get my funds?

Once the diligence process is complete, we aim to wire funds twice monthly. This ensures a smooth onboarding into our program, resource alignment for our team, and a great experience for founders. This timeline is mostly determined by how quickly founders complete due diligence items.

Can ODX help us complete the due diligence process or do we need legal counsel to assist?

ODX cannot provide legal or financial advice. For most simple corporate structures like a Delaware C-Corporation, it is relatively straightforward and can be completed by the founders. However, we strongly recommend that all ODX companies retain their own counsel.

We have published the ODX SAFE documentation, as well as our participation letter (side letter) online. We believe in a transparent and fast process. Please read through this FAQ to gain insight and timing on the process.

As a reminder, we have a marketplace of partners that offer discounted or even free services to ODX founders for incorporation that can make this very fast and simple

However, with complicated legal structures requiring a conversion (e.g. LLC to Delaware C-Corporation) or international due diligence, we advise you to seek legal counsel to assist with the process.

What happens if the due diligence process is delayed or an ODX founder is unable to complete the process in a timely manner?

Our goal is to fund founders faster. We have a streamlined due diligence process to ensure that entities are viable and meet our standards. This also ensures founders are set up for the future.

In the event that a due diligence process takes longer than 60 days for a U.S. Domestic Company, we reserve the right to have the founder re-apply to a future ODX program.

In the event that a due diligence process takes longer than 90 days for an International Company, we reserve the right to have the founder re-apply to a future ODX program.

If I have any questions about the Due Diligence process, who can I contact?

Please use this FAQ as a start to answer your question. If you are an ODX founder and your question is not answered here, please let us know and contact the team at:

Investment structure

Can ODX Invest in crypto companies, marijuana companies or SPACS?

It's possible that we would invest in a company that is SPAC adjacent (e.g. a company building SPAC infrastructure) but we will not be investing in any SPACs.

Regarding marijuana, the answer is similar. We may invest in startups in the marijuana space (e.g. tech that enables marijuana companies), but we won't be investing in grow-houses, legal marijuana stores, or anything like that.

Regarding crypto, the answer is also similar, but a bit more nuanced. We are interested in investing in the crypto space generally. ODX will not invest in initial coin offerings, NFT purchases, or anything of that nature. However, we are likely to invest in companies in the crypto/blockchain space. Additionally, our Participation Agreement gives ODX pro-rata rights to "Digital Assets" should the portfolio companies create a digital asset in the future.

Participation agreement

What do ODX’s notice rights mean?

We understand that when raising a priced round, there is a lot of time pressure between negotiations, SAFE holders signing financing docs, and keeping track of your cap table. While we will require founders to give us reasonable notice in order for us to evaluate if we will exercise our participation right, we will also stand by the following statements:

  • We will generally not negotiate terms; that is between you and your lead investor.
  • The financing documents do not need to be in their final form. We understand versions are being sent back and forth constantly. Documents that are close to final are welcome!
  • We are comfortable with our participation right being in a subsequent closing instead of an initial closing if necessary (provided there is no difference in terms between the initial closing and subsequent tranches).
What are founder representations and warranties?

We understand that it is rare to ask founders themselves to make representations and warranties, rather than the company. Due to the international and extremely early stage of companies we are investing in, ODX is requiring founders to make a very limited list of reps and warranties.

Specifically that:

  • Your Cap Table is accurate
  • You have told us about all your entities (such as subsidiaries)
  • All employees and founders have signed their IP to the company (such as CIIAs or PIIAs)
What do ODX’s information rights mean?

Regarding information rights, we understand many early-stage companies will not have GAAP financials or consistent financial reporting. We will accept reporting to the extent prepared by the company, unless necessity drives us to require more (such as an audit).

DISCLAIMER: This page provides a high-level overview of some frequently asked questions related to the due diligence process, the incorporation process, the ODX SAFE and the ODX Participation Agreement. Nothing on this page should be construed as, or relied upon as, legal advice. This FAQ is not a substitute for legal counsel. Please check with your legal counsel and Board of Directors before making legal and/or business decisions.