What happens if a material change occurs?
If a material change in your business has occurred during your fundraise, you must disclose it to your investors before you close the round. All investors must then reconfirm their investment.
A material change is anything a reasonable person would think should be disclosed to investors because they might change their mind. Some examples could be your co-founder quitting, the big deal you bragged about falling through, or an unexpected drop in sales.