Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings ascribed to them below: "Affiliate" means, with respect to any specified person, any other person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person. For purposes of this definition, "control" (including, with correlative me

Section 1.2 — Interpretation Unless the context otherwise requires, the following rules of interpretation shall apply to this Agreement: (a) References in this Agreement to "Sections," "Articles," "Exhibits," and "Schedules" shall be to the sections, articles, exhibits, and schedules of and to this Agreement unless otherwise specified. (b) The headings and captions contained in this Agreement are included for conveni

ARTICLE 2 — PURCHASE AND SALE OF NOTES

Section 2.1 — Issuance of Notes Subject to the terms and conditions of this Agreement, the Company hereby agrees to issue and sell to each Purchaser, and each Purchaser hereby agrees, severally and not jointly, to purchase from the Company, a convertible promissory note in the principal amount set forth opposite such Purchaser's name on the Schedule of Purchasers attached hereto as Exhibit B. The aggregate principal

Section 2.2 — Closing The closing of the purchase and sale of the Notes pursuant to this Agreement (the "Closing") shall take place on September 12, 2025 (the "Closing Date") at the offices of Calderwood & Harkness LLP, 555 Mission Street, Suite 3200, San Francisco, California 94105, or at such other time and place as the Company and the Purchasers may mutually agree in writing. The Closing may also be conducted by r

Section 2.3 — Use of Proceeds The Company shall use the proceeds from the sale of the Notes for general working capital purposes and to fund continued development of the Company's clinical programs, including the Company's GDT-401 Phase 1b clinical trial for rare neurodegenerative disorders and related research and development activities. The Company shall not use any portion of the proceeds for (a) the repayment or

ARTICLE 3 — REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to each Purchaser, as of the Closing Date, as follows:

Section 3.1 — Organization and Good Standing The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as currently conducted and as proposed to be conducted. The Company is duly qualified or licensed to tran

Section 3.2 — Authorization The execution, delivery, and performance by the Company of this Agreement and each of the Notes, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required on the part of the Company or its stockholders to authorize such transacti

Section 3.3 — Valid Issuance The Notes, when issued, sold, and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecti

Section 3.4 — No Conflict The execution, delivery, and performance by the Company of this Agreement and the Notes, and the consummation by the Company of the transactions contemplated hereby and thereby, do not and will not: (a) violate or conflict with, or result in a breach of, any provision of the Certificate of Incorporation or Bylaws of the Company, each as currently in effect; (b) violate or conflict with any l

Section 3.5 — Capitalization The authorized capital stock of the Company consists of 250,000,000 shares of Common Stock, par value $0.0001 per share, and 75,000,000 shares of Preferred Stock, par value $0.0001 per share, of which 22,600,000 shares have been designated as Series A Preferred Stock and 31,400,000 shares have been designated as Series B Preferred Stock. As of the date immediately prior to the Closing: (a

Section 3.6 — Financial Statements The Company has made available to the Purchasers (a) the Company's audited financial statements for the fiscal year ended December 31, 2024, consisting of a balance sheet, statements of operations, comprehensive loss, stockholders' deficit, and cash flows, together with the notes thereto, audited by Carver & Hollis LLP, an independent registered public accounting firm, and (b) the C

Section 3.7 — Litigation There is no action, suit, proceeding, arbitration, claim, or investigation pending or, to the knowledge of the Company, currently threatened in writing against the Company, or against any officer, director, or Key Person of the Company in their capacity as such, that (a) would reasonably be expected to result in a Material Adverse Effect, or (b) seeks to restrain, enjoin, prevent the consumma

Section 3.8 — Intellectual Property The Company owns, or has the right to use pursuant to a valid and enforceable license, lease, or other agreement, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, copyrights, licenses, domain names, and other intellectual property rights (collectively, "Intellectual Property") necessary for the conduct of its business

Section 3.9 — Compliance with Laws The Company is not in material violation of any applicable law, statute, rule, regulation, order, writ, judgment, injunction, or decree of any federal, state, local, or foreign governmental authority, including, without limitation, all regulations of the United States Food and Drug Administration ("FDA") applicable to the Company's clinical-stage drug development programs and all re

Section 3.10 — Tax Matters The Company has filed all federal, state, local, and foreign tax returns that are required to be filed by it and has paid all taxes shown to be due and payable on such returns. The Company is not currently the subject of any audit, examination, or other proceeding by any taxing authority. The Company's Employer Identification Number is 84-3921076. To the knowledge of the Company, no claims

Section 3.11 — No General Solicitation Neither the Company nor any person acting on its behalf has offered or sold the Notes by any form of general solicitation or general advertising, including any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium or broadcast over television, radio, or the Internet, or any seminar or meeting whose attendees have been invi

Section 3.12 — Material Agreements The Company has disclosed to the Purchasers, or made available for review, all material agreements, contracts, and instruments to which the Company is a party or by which it or any of its assets or properties are bound, including, without limitation, (a) the Series A IRA dated March 22, 2021, (b) the Series B IRA dated August 15, 2023, (c) all agreements evidencing any existing Inde

Section 3.13 — Insurance The Company maintains insurance policies with reputable insurers in such amounts and against such risks (including directors and officers liability insurance) as are customary for companies of similar size and stage in the biotechnology industry. All such insurance policies are in full force and effect, and all premiums due thereunder have been paid when due. The Company has not received any

Section 3.14 — No Undisclosed Liabilities The Company has no material liabilities or obligations (whether absolute, accrued, contingent, or otherwise) except (a) as reflected or reserved against in the Financial Statements, (b) liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent Financial Statements, and (c) liabilities and obligation

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS Each Purchaser, severally and not jointly, hereby represents and warrants to the Company as of the Closing Date as follows:

Section 4.1 — Authorization Such Purchaser has full power and authority (and, if a natural person, full legal capacity) to enter into this Agreement, to purchase such Purchaser's Note, and to perform such Purchaser's obligations hereunder. This Agreement, when executed and delivered by such Purchaser, will constitute the legal, valid, and binding obligation of such Purchaser, enforceable against such Purchaser in acc

Section 4.2 — Accredited Investor Status Such Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act, and such Purchaser has truthfully and accurately completed the accredited investor questionnaire delivered to the Company in connection with the Closing. Each Purchaser acknowledges that the Company is relying upon the truth and accuracy of su

Section 4.3 — Purchase for Investment Such Purchaser is acquiring the Note (and, upon conversion thereof, the underlying shares of Preferred Stock) for investment for such Purchaser's own account and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act or any applicable state securities laws. Such Purchaser has no present intention of selling, granting any

Section 4.4 — Restricted Securities Such Purchaser understands that the Notes and the shares of Preferred Stock issuable upon conversion thereof (a) have not been registered under the Securities Act or any state securities laws, (b) are being sold in reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, and under applicable state

Section 4.5 — Access to Information Such Purchaser has had the opportunity to ask questions of, and receive answers from, the officers, directors, and management of the Company regarding the Company's business, financial condition, results of operations, and prospects, and regarding the terms and conditions of the Notes and this Agreement. Such Purchaser has received and reviewed all information that such Purchaser h

Section 4.6 — No General Solicitation Such Purchaser is not purchasing the Note as a result of any form of general solicitation or general advertising, including any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium, or broadcast over television, radio, or the Internet, or any seminar or meeting whose attendees have been invited by any general solicitation

Section 4.7 — Existing Relationship Such Purchaser has a pre-existing substantive relationship with the Company, as follows: (a) Dr. Lena Vasquez is the Chief Executive Officer and Co-Founder of the Company and a member of the Board; (b) Dr. Franklin Osei is the Chief Scientific Officer and Co-Founder of the Company and a member of the Board; (c) James Calloway is a member of the Board, serving as the Series B Board

ARTICLE 5 — COVENANTS OF THE COMPANY The Company hereby covenants and agrees with each Purchaser as follows, so long as any Note remains outstanding and has not been converted in full:

Section 5.1 — Information Rights (a) Quarterly Financial Statements. Within forty-five (45) days after the end of each fiscal quarter (other than the last fiscal quarter of each fiscal year), the Company shall deliver to each Purchaser (so long as such Purchaser holds a Note or shares of Preferred Stock issued upon conversion thereof) unaudited financial statements for such fiscal quarter, consisting of a balance she

Section 5.2 — Reservation of Shares The Company shall at all times reserve and keep available out of its authorized but unissued shares of capital stock (or shares of capital stock held in treasury) a sufficient number of shares of Preferred Stock (or, if applicable, Common Stock) to satisfy in full the Company's conversion obligations under all outstanding Notes, assuming conversion at the lowest possible Conversion

Section 5.3 — Existence; Conduct of Business The Company shall preserve and maintain its corporate existence and good standing under the laws of the State of Delaware and shall maintain its qualification to transact business as a foreign corporation in the State of California and in each other jurisdiction in which the failure to so qualify would have a Material Adverse Effect. The Company shall conduct its business

Section 5.4 — Compliance with Laws The Company shall comply in all material respects with all applicable laws, statutes, rules, regulations, orders, writs, judgments, injunctions, and decrees of any federal, state, local, or foreign governmental authority applicable to the Company or its business, properties, or assets, including, without limitation, all regulations of the FDA applicable to the Company's clinical pro

Section 5.5 — Taxes The Company shall timely file all federal, state, local, and foreign tax returns required to be filed by it and shall timely pay all taxes shown to be due and payable on such returns. The Company shall promptly pay all other taxes, assessments, charges, and levies imposed upon the Company or any of its properties or assets by any governmental authority, to the extent such taxes become due and paya

Section 5.6 — Insurance The Company shall maintain insurance policies with reputable insurers in such amounts and against such risks (including general liability, property, directors and officers liability, errors and omissions, and clinical trial liability insurance) as are customary for companies of similar size and stage in the biotechnology industry. The Company shall not cancel, reduce the coverage of, or allow

Section 5.7 — Subordination; Limitation on Indebtedness (a) Unsecured Nature of Notes. The Notes are general unsecured obligations of the Company and shall not be secured by any lien on or security interest in any assets or properties of the Company. (b) Subordination. The Notes are subordinated in right of payment to Senior Indebtedness of the Company in an aggregate principal amount outstanding at any time not to e

Section 5.8 — Most Favored Nation (MFN) Provision If, at any time prior to the closing of a Qualified Financing, the Company issues any convertible promissory notes, convertible securities, or simple agreements for future equity ("SAFEs"), or amends, restates, or modifies the terms of any existing convertible promissory notes, convertible securities, or SAFEs, on terms that are, in any material respect, more favorabl

Section 5.9 — Board Observer Rights [Intentionally Omitted — each Purchaser either currently holds a seat on the Board of Directors or is an Affiliate of an entity that holds a seat on the Board of Directors.]

Section 5.10 — Key Person Covenant The Company shall promptly notify the Majority Holders in writing if any Key Person (Dr. Lena Vasquez or Dr. Franklin Osei) ceases to be employed by the Company on a full-time basis (whether by resignation, termination, death, disability, or otherwise). Such notice shall be delivered within five (5) business days after the Key Person's cessation of full-time employment. The Company

Section 5.11 — Negative Covenants Without the prior written consent of the Majority Holders, the Company shall not, and shall not permit any of its subsidiaries to: (a) Dividends and Distributions. Declare, set aside, or pay any dividend or make any distribution (whether in cash, property, or securities) on any shares of its capital stock, or make any other distribution in respect thereof; (b) Repurchases and Redempt

ARTICLE 6 — CONDITIONS TO CLOSING

Section 6.1 — Conditions to Purchasers' Obligations Each Purchaser's obligation to purchase such Purchaser's Note at the Closing is subject to the satisfaction (or written waiver by such Purchaser) of each of the following conditions: (a) Representations and Warranties True. The representations and warranties of the Company contained in Article 3 of this Agreement shall be true and correct in all material respects as

Section 6.2 — Conditions to Company's Obligations The Company's obligation to issue and sell the Notes to the Purchasers at the Closing is subject to the satisfaction (or written waiver by the Company) of each of the following conditions: (a) Representations and Warranties True. The representations and warranties of each Purchaser contained in Article 4 of this Agreement shall be true and correct in all material resp

ARTICLE 7 — CONVERSION OF THE NOTES

Section 7.1 — Automatic Conversion upon Qualified Financing Upon the closing of a Qualified Financing (as defined in Section 1.1), the outstanding principal amount of each Note, together with all accrued and unpaid interest thereon, shall automatically convert, without any further action on the part of the Company or any Purchaser, into shares of the series of Preferred Stock (or other equity securities) sold in the

Section 7.2 — Optional Conversion at Maturity If no Qualified Financing has occurred on or before the Maturity Date (March 12, 2027), the Majority Holders may elect, by written notice to the Company delivered not later than ten (10) business days a