A medical device enters the US: diligence before the raise

What it is

An Irish medical-device company with a product history overseas and a clinical file behind it set out to enter the US market on a licensing-led model: license the product to US manufacturers and retail partners rather than build manufacturing in the US. The founder planned a $2 million to $3 million raise to fund the launch and wanted the data room built and investor outreach started in the same week.

The company and its founder are not named. The raise was structured to run through Prince Capital as the licensed placement advisor. Common Ground's side was diligence, the data room and the market-entry plan.

What Common Ground did

• Common Ground put diligence ahead of outreach. A problem found by an investor's own counsel costs a founder his credibility with every investor that one talks to; the same problem found first costs only time.
• Fowler scoped the diligence to the two categories that can end a raise rather than reprice it: freedom to operate (trademarks, patents, third-party IP) and economics (royalty and exclusivity terms). The work was register searches, a read of the licensing and distribution agreements, and reference calls to every counterparty the pitch deck named.
• Common Ground built a fourteen-file data room around what the diligence found. The file that mattered most was a red-team stress test written against the company the way a skeptical investor would write it, holding the five findings with their sources beside them.
• The findings went into a register graded on two separate axes, severity and discoverability, and were handed to the founder directly as the list of what had to resolve before the company faced US diligence.
• Common Ground tiered potential investors by what each tier could tolerate, with written disclosure as the gate at every tier, so the company would not meet its least tolerant investors first.
• Common Ground built the go-to-market plan the raise was meant to fund, sequencing the choice between a regulated medical channel and a consumer and hospitality channel behind the exclusivity and royalty findings, and corrected the pitch deck. On the go-to-market side the arrangement is tentative and unsigned: if Common Ground brings the founder a deal, the work is split evenly.
• The diligence ran before any fee was agreed. The remediation proposal that followed came to between 1.6 and 2.4 percent of the raise it was meant to protect, and the founder declined it. Common Ground turned that lesson into a scope template it now starts from on any capital-readiness engagement: the diligence phase carries its own fixed fee, agreed before work starts and payable whatever the answer, and remediation is priced from the findings as a menu of scopes.

Results

• Five findings in under two weeks, before any investor saw a page: a trademark conflict, a royalty issue, an exclusivity problem, a third-party IP question and a dead distribution deal.
• A data room, a buyer-tier outreach gate and a go-to-market plan, each built around what the diligence found.
• The founder declined to fund the remediation phase, and the decision after the findings is his. No capital moved on an unexamined claim.

External links

• Public data room: A medical device enters the US: diligence before the buyer (2026) data room

At a glance