Technical due diligence · Lower middle market
Weigh the software before you sign the deal.
Mizan Diligence gives search funds, independent sponsors, and small PE buyers a technical read on lower-middle-market companies that run custom software: a $5,000 pre-offer read in 72 hours, or a full report in about five business days, translated into deal and EBITDA risk.
Who you get: a practicing physician with Epic experience, an MBA from Gies, and a background in agentic AI engineering, reading the code with the deal memo open.
Two ways in
Pre-offer Tech Read
The week-one check: is the code a deal-killer? Sized to run inside exclusivity, before the LOI.
Full Tech DD Report
The complete file: findings mapped to price, hold, or walk, with the first 100 days sketched.
Prices published on purpose. Your model already has enough unknowns.
What we weigh
Five technical questions, one financial frame. Every finding lands in the deal terms, not in an appendix.
01 Code quality & tech debt
What maintenance actually costs, and what the code says about the next five years.
02 Security
How data is protected today, and what remediation would run if it falls short.
03 Scalability
Whether the architecture can carry the growth model in your memo, or fights it.
04 Key-person risk
Who actually holds the system knowledge, and what happens when they are gone.
05 Rebuild cost
Time and money to replace the system from zero. The number that sets your floor.
06 Deal & EBITDA translation
Every technical finding mapped to the deal: adjust the price, hold, or walk.
The read is done by an engineer and a deal reader at the same time, because a finding that never reaches the model changes nothing.
How it runs on the deal clock
Diligence is phased, and technical is usually last in line. The Tech Read is sized for week one, when the deal-killer questions get asked.
Scope
A short call: what the target does, what the deal assumes, and what would actually kill it.
Access
Read-only repository access, infrastructure notes, and time with the people who hold the system. The clock starts when access lands.
Assessment
The code, the stack, the docs, and the interviews, worked against the five questions above.
Readout
The report, then a call to walk your deal team and your counsel through what it means.
What the report contains
The structure is public. The findings belong to each engagement, under NDA.
The deal-level summary in under a page: what the software is, what it costs, what it threatens.
Quality, documentation, dependencies, and the maintenance bill the code is quietly writing.
Practices, exposure, and the cost of closing the gaps that matter.
Whether the platform carries the growth plan, and what it costs when it does not.
Where the system knowledge lives, and how to make it survivable.
Time and cost to replace the system from zero, stated with its assumptions.
Each finding mapped to the model: price adjustment, hold, or walk.
The first 100 days, prioritized by what the code said.
A point-in-time technical assessment, not a legal, financial, or compliance opinion. The scope note inside the report states the full boundary.
Specialty
Healthcare software is the home turf
Targets that touch patient data, EHR integrations, or clinical workflows fail differently: re-platforming nobody priced, integration contracts nobody read, consent artifacts nobody can produce. A generalist shop sees a compliance blob. We see the workflow, because the person reading the code has lived the clinical side of it.
The report is still a technical assessment, never a compliance audit. The boundary is written into it.
In healthcare-adjacent deals, the expensive risks are rarely the code itself. They are the data flows, the integrations, and the key person who understands both. Those are the first things we look for and the first things the report prices.
Questions buyers ask first
What do you need to start?
A short scope call, then read-only access: a code repository, infrastructure notes, and time with whoever holds the system knowledge. The 72-hour clock starts when access lands.
What if the target will not cooperate?
The Tech Read runs on what a seller normally shares before an LOI, plus architecture interviews. If access is thin, the report says so instead of guessing.
Do you sign NDAs?
Yes, before any materials move.
Is this a HIPAA audit?
No. Healthcare targets get clinical fluency in the read. The report itself is a technical assessment, and the scope note inside it states exactly what it is not.
Why is the pricing published?
Your model has enough unknowns. $5,000 and 72 hours for the read, $10,000-15,000 and about five business days for the full report, quoted flat before work starts.
What happens after the report?
The report closes with a first-100-days plan for after signing. If you want help executing it, that is a separate conversation.
Scope and limits
Mizan Diligence reports are point-in-time technical assessments based on the information and access provided. They are not legal, financial, accounting, tax, or compliance opinions. They are not a business valuation and not a HIPAA or regulatory audit. Regulatory and legal questions belong to licensed counsel and advisors.
Findings are written for your counsel, your lenders, and your quality-of-earnings provider to act on, so the technical workstream lands beside the rest of diligence instead of against it.
Book a scope call
Twenty minutes: what the target does, what the deal assumes, and which of the two engagements fits the clock you are on. If neither does, we say so.
Under LOI already? Say so in the form and the read gets scheduled first.