Company

Company Overview

AI Diligence Console

Company Overview

Date: 2026-07-09 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 filed; conversion complete (2026). Effective date per the filed certificate; copy available on request through diligence room access.
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 seed close. The seed round will layer investor holdings and the 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.
Returned to company pool (fourth co-founder departed July 2026)	2,000,000	22.2%	Unwinding via counsel; reserved for a future product or clinical hire.
Total issued	9,000,000	100.0%	-

Founding team (locked): three founders on 4-year vesting with a 1-year cliff: Giles-Evan Mboumi (CEO), Christian Montgomery (COO), and Abhishek Jha (CTO). A fourth co-founder departed in July 2026 for family reasons; his allocation returns to the company pool and counsel (Jason Thomas Acevedo) is re-papering the company as a three-founder entity. 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 the seed lead investor

Voting

Standard one-vote-per-common-share. No super-voting class at this stage. The founders hold 100% of issued common between them and retain control through the seed 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.

Founding Advisor (Clinical)

Dr. Danielle K. Miller, DNP RN: 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, GTM sequencing, 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:

National and ICP-targeted, not geography-first. The first cluster is an ICP-fit multi-site organization pursued nationally, a national surgicalist or anesthesia group, an ASC roll-up, a staffing agency bench, or a telehealth network, where the same clinicians reuse across many sites. Density comes from the organization's multi-site reuse, not a metro. A delegation-capable partner (a medical group, IPA, or regional health plan) is pursued in parallel from day one.
The offer. Facilities start on the Readiness wedge, then expand into the 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) → Operator pilot $12K/90 days → Core $10K/mo ($120K ACV) → 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 national list of ICP-fit multi-site organizations (3-email sequence with product screenshots), reinforced by warm advisor intros and industry events. 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 Operator logos. Pre-launch: no paying-customer claims are made until a contract is actually signed.

6. Partnerships

Pre-launch by design: zero paying customers, and no strategic implementation partner or delegation partner is signed today. Build velocity comes from the three founders. Any partnership will be papered through counsel and named here once executed.

7. Fundraise

We are raising a $5M seed round, opening November 2026 into YC Demo Day on December 3. The round is sized to fund the team through the 18-to-24-month NCQA-CVO certification clock. Terms are shared on request once counsel confirms the offering exemption.

Field	Value
Round	$5M seed, opening November 2026 into YC Demo Day (December 3)
Sizing logic	Funds the team through the 18-to-24-month NCQA-CVO certification clock
Terms	Shared on request once counsel confirms the offering exemption
Lead	TBD
Use of funds	See `06_financial/USE_OF_FUNDS.md`
Issuing entity	Rōvn, Inc. (Delaware C-Corporation); nothing is issued under the legacy LLC

The C-Corp structure keeps the round clean: there are no LLC-to-corp conversion mechanics for investors to negotiate at the priced round.

8. Open Items for Founder

Confirm Delaware Certificate of Incorporation effective date
Provide signed Founder Stock Purchase Agreements × 3
Paper the departed co-founder's share repurchase / unwind, with his allocation returned to the option pool (counsel-tracked)
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-execute AWS / Anthropic / WorkOS / Persona / Checkr / Vanta 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 at incorporation; re-papering to a three-founder structure is in progress after a July 2026 departure, 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-Corp structure for the seed round. The three-founder cap table and option pool are being finalized via counsel (Jason Thomas Acevedo).

End of overview.

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.

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