My Small-Cap Due Diligence: What I Check Before I Believe the Story

My Small-Cap Due Diligence: What I Check Before I Believe the Story

I like stories.

I’ve spent much of my career around ventures because I’m naturally interested in what something could become.

That also means I have to be careful not to fall in love with possibility before I’ve done the work.

For me, due diligence is where the story meets the evidence.

I organize a lot of that thinking around four things: People → Project → Structure → Capital.

I start with the people

Who is actually running the company?

I look at management and directors, their backgrounds, what they have built before, where their expertise fits the venture and what happened in prior public companies they were involved with.

I’m not looking for perfect résumés. I’m looking for evidence that the team has a credible ability to do the thing it says it is going to do.

I also pay attention to alignment. Do insiders own meaningful equity? How are they compensated? Are related-party transactions understandable? Does management behave like owners?

Then I want to understand the project

What does the company actually own or control?

If it is mining, what is the property and what evidence exists? If it is technology, what has actually been built? If it is an acquisition story, what is being acquired and why should the combination create more value?

I want to separate what exists today from what management hopes will exist later.

Both can matter. They are not the same thing.

Structure tells me what I am buying

This is where a lot of investors lose me.

A fantastic project inside a terrible capital structure can still be a difficult investment.

I want the basic and fully diluted share count, major holders, options, warrants, financing history, debt and any securities that could materially affect ownership.

I look at the market too: liquidity, trading history and where meaningful supply may exist.

The ticker is the wrapper around the venture. Structure tells me how much of the venture each piece of that wrapper represents.

Capital tells me whether the company can reach the next milestone

How much cash is in the treasury? What is the burn? What does the next meaningful program cost? Will another financing likely be required before the company gets there?

Then I ask the question that ties the entire framework together:

What value is being created with every new dollar and every new share issued?

I don’t mind financing. Venture companies need capital. I mind financing that doesn’t move the venture forward enough.

I compare the story with the record

Finally, I read the disclosure.

I compare news releases with filings, stated plans with completed work, old presentations with current reality. I want to see whether the narrative has been consistent with the evidence over time.

That process doesn’t tell me what the stock will do tomorrow. It helps me decide whether the venture underneath the stock deserves more of my attention.

For deeper dives into each piece, read How I Evaluate a Small-Cap Public Company, How to Read a Small-Cap Share Structure, What Makes a Great Small-Cap Management Team? and Reporting Issuers and Disclosure.

Explore the Capital Markets hub for the complete collection of frameworks and articles.

This article reflects my personal due-diligence framework and is for informational and educational purposes only. It is not investment advice or a recommendation to buy or sell any security. Early-stage public companies can be highly speculative.

Chad McMillan, creative entrepreneur and strategic advisor
Chad McMillan

Chad McMillan is a creative entrepreneur and strategic advisor with over 20 years of experience in and around the capital markets, focused on finding hidden potential in companies, ideas, markets and people, and advancing what they can become.

Leave a comment

Comments will be approved before showing up.


Continue Exploring

What Makes a Great Small-Cap Management Team?
What Makes a Great Small-Cap Management Team?

In early-stage public companies, management is often the difference between an interesting asset and an investable venture. Here is what I look for in the people.
Read More
How to Read a Small-Cap Company’s Share Structure
How to Read a Small-Cap Company’s Share Structure

The project gets the attention, but the share structure tells me what I actually own. Here is how I think about shares, warrants, options, debt, dilution and pricing history.
Read More
Catalysts: What Actually Moves an Early-Stage Public Company?
Catalysts: What Actually Moves an Early-Stage Public Company?

A catalyst matters to me when it changes the value of a venture or the probability that the company can become what it says it can become. Not every press release does that.
Read More
What Is a Public Company Shell — and Why Can It Be Valuable?
What Is a Public Company Shell — and Why Can It Be Valuable?

A public shell can look like an empty company from the outside. In the right circumstances, what it really provides is an existing public-market vehicle that a new venture may be able to build from.
Read More