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Contract analysis / form-d-draft.docx
form-d-draft.docx
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1. Filing Method: This Form D is required to be filed electronically via the SEC's EDGAR
1. Filing Method: This Form D is required to be filed electronically via the SEC's EDGAR (Electronic Data Gathering, Analysis, and Retrieval) system. The Form D filing is completed through the EDGAR Online Forms/EDGAR Filing website and does not require the submission of a PDF or paper filing.
2. Issuer CIK Number: [To be obtained and confirmed. Leila Nazari to verify whether Merid
2. Issuer CIK Number: [To be obtained and confirmed. Leila Nazari to verify whether Meridian Diagnostics, Inc. has been registered on EDGAR and has received a Central Index Key (CIK) number. If the Company has not yet registered on EDGAR, a CIK application must be submitted in advance of the Form D filing. The EDGAR registration process typically requires 24–48 hours for processing. Given the filing deadline of Febru
3. Filing Deadline: February 24, 2026. Rule 503 of Regulation D requires that a notice on
3. Filing Deadline: February 24, 2026. Rule 503 of Regulation D requires that a notice on Form D be filed with the SEC no later than 15 calendar days after the date of first sale of securities in the offering. The date of first sale was February 9, 2026. Accordingly, the filing deadline is February 24, 2026 (15 calendar days from and after February 9, 2026).
4. EDGAR Filing Credentials: The EDGAR filing will require the Company's EDGAR access cod
4. EDGAR Filing Credentials: The EDGAR filing will require the Company's EDGAR access codes, including the CIK number, CCC (CIK Confirmation Code), and EDGAR filing password. These credentials are issued to the Company upon EDGAR registration and must be provided by the Company or company counsel.
5. Filing Confirmation: Upon successful submission, EDGAR will generate an electronic fil
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⚑ Assignment / subcontracting
5. Filing Confirmation: Upon successful submission, EDGAR will generate an electronic filing confirmation and an accession number. A copy of the filed Form D and the accession number should be included in the closing binder and provided to all parties. B. State Blue Sky Notice Filing Cross-Reference Concurrent state notice filings under applicable state securities laws ("Blue Sky" laws) are required in connection wit
1. Confirm Company phone number for Items 1.F and 2.B (coordinate with Whitfield & Ames).
1. Confirm Company phone number for Items 1.F and 2.B (coordinate with Whitfield & Ames).
2. Confirm whether the Company maintains a public-facing website for Item 1.G.
2. Confirm whether the Company maintains a public-facing website for Item 1.G.
3. Confirm whether Dr. Ramaswamy and Dr. Ochoa should be designated as "Promoters" in Ite
3. Confirm whether Dr. Ramaswamy and Dr. Ochoa should be designated as "Promoters" in Item 3 (Kevin Ostrowski to advise).
4. Obtain or confirm the Company's EDGAR CIK number; if not yet registered, initiate EDGA
4. Obtain or confirm the Company's EDGAR CIK number; if not yet registered, initiate EDGAR registration immediately.
5. Obtain EDGAR filing credentials from Company or company counsel.
5. Obtain EDGAR filing credentials from Company or company counsel.
6. Obtain executed signature page from Dr. Priya Ramaswamy.
6. Obtain executed signature page from Dr. Priya Ramaswamy.
7. Confirm investor jurisdictions for Blue Sky filing purposes (cross-reference with Blue
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⚑ Commercial term
7. Confirm investor jurisdictions for Blue Sky filing purposes (cross-reference with Blue Sky memo). D. Attachments and Exhibits No attachments or exhibits are required to be filed with the Form D. The Form D is a standalone notice filing. However, the following documents are maintained in the transaction closing binder for reference and should be available in the event of any SEC inquiry: • Executed Series Seed Pref
1. Material Changes. If any material change occurs in the information set forth in this F
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⚑ Commercial term
1. Material Changes. If any material change occurs in the information set forth in this Form D after the date of filing — including, without limitation, any additional sales of securities, any change in the officers or directors of the issuer, any change in the total offering amount, or any change in the use of proceeds — an amendment to the Form D must be filed with the SEC promptly.
2. Annual Amendment. If the offering were to continue for more than one year after the da
2. Annual Amendment. If the offering were to continue for more than one year after the date of the initial filing, Rule 503(a) of Regulation D would require the filing of an annual amendment to the Form D on or before the first anniversary of the initial filing. However, because this offering is fully closed as of February 9, 2026, and no additional sales are anticipated, an annual amendment filing is not expected to
3. State Amendment Filings. Any amendment to the federal Form D may also trigger correspo
Standard
⚑ Commercial term
3. State Amendment Filings. Any amendment to the federal Form D may also trigger corresponding amendment filing obligations at the state level. The Blue Sky Filing Memorandum should be consulted for state-specific requirements. END OF DRAFT Calderwood & Harkness LLP — Matter No. 1004-00001 Prepared by Leila Nazari, Associate Draft Date: February 2026 Field | Entry Street Address 1 | 225 Binney Street, Suite 400 Stree