1008-00002 · Lumos Analytics Inc · Offering Documents

ttw-authorization-and-script.docx DOCUMENT Capital Markets

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UNANIMOUS WRITTEN CONSENT IN LIEU OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF LUMOS ANALYTICS INC.

A Delaware Corporation

April 14, 2022

PREAMBLE AND RECITALS

The undersigned, being all of the members of the Board of Directors (the "Board") of Lumos Analytics Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), acting pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and Article III, Section 3.8 of the Company's Amended and Restated Bylaws, as currently in effect, do hereby adopt the following resolutions by unanimous written consent, effective as of the date first written above, without the necessity of a meeting, with the same force and effect as if adopted at a duly convened special meeting of the Board at which all directors were present and voted in favor thereof.

WHEREAS, the undersigned constitute all of the members of the Board of Directors of the Company, and each director has been duly elected and is currently serving in such capacity;

WHEREAS, Section 141(f) of the DGCL provides that, unless otherwise restricted by the certificate of incorporation or bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board or committee;

WHEREAS, Article III, Section 3.8 of the Company's Amended and Restated Bylaws expressly permits the Board to act by unanimous written consent in lieu of a meeting, consistent with the provisions of the DGCL;

WHEREAS, the Company has filed a Registration Statement on Form S-1 (File Number 333-264518) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") on April 14, 2022, in connection with a proposed initial public offering (the "IPO") of shares of the Company's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), to be listed on the Nasdaq Global Select Market under the proposed ticker symbol "LMSA";

WHEREAS, Section 5(d) of the Securities Act of 1933, as amended (the "Securities Act"), as added by Section 105(c) of the Jumpstart Our Business Startups Act (the "JOBS Act"), permits an "emerging growth company" (as defined in Section 2(a)(19) of the Securities Act), or any person authorized to act on behalf of such emerging growth company, to engage in oral or written communications with potential investors that are qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, or institutions that are accredited investors ("IAIs") as defined in Rule 501(a) of Regulation D under the Securities Act, to determine whether such investors might have an interest in the contemplated securities offering, either prior to or following the date of filing of a registration statement with respect to such securities — such communications being commonly referred to as "testing-the-waters" ("TTW") communications;

WHEREAS, the Company's management, including the Company's Chief Executive Officer, Priya Subramanian, and the Company's Chief Financial Officer, David Lau, have consulted with Calderwood & Harkness LLP, the Company's issuer's counsel, regarding the benefits, procedures, and legal requirements associated with conducting TTW meetings with QIBs and IAIs in advance of the anticipated road show for the IPO;

WHEREAS, the Company's management and Calderwood & Harkness LLP (Robert Adeyemi, Responsible Partner; Audrey Zhou, Lead Associate) have recommended that the Board authorize the Company to conduct TTW meetings and communications with QIBs and IAIs to gauge market interest in the IPO and to enable the Company and its underwriters to assess investor receptivity to the Company's value proposition, business model, and proposed offering structure; and

WHEREAS, the Board has reviewed and considered the recommendations of management and Calderwood & Harkness LLP, and has determined that it is in the best interests of the Company and its stockholders to authorize the TTW communications described herein and to approve the TTW Script and talking points prepared in connection therewith.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions:

RESOLUTIONS

Resolution 1 — Authorization of Testing-the-Waters Communications

RESOLVED, that the Company's officers, specifically Priya Subramanian (Chief Executive Officer and Co-Founder), David Lau (Chief Financial Officer), and Tomás Aguilar (Chief Revenue Officer), together with authorized representatives of Pinnacle Securities LLC, in its capacity as lead book-running managing underwriter, Whitfield & Company LLC, in its capacity as joint book-running managing underwriter, and Graystone Capital Markets Inc., in its capacity as co-manager (collectively, the "Underwriters"), are hereby authorized and directed to conduct testing-the-waters meetings and communications with potential investors that are reasonably believed to be QIBs, as defined in Rule 144A under the Securities Act, or institutions that are accredited investors, as defined in Rule 501(a) of Regulation D under the Securities Act, pursuant to and in accordance with Section 5(d) of the Securities Act, for the purpose of gauging market interest in the Company's contemplated IPO of Class A Common Stock.

Resolution 2 — Approval of TTW Script and Talking Points

RESOLVED, that the form of script and talking points attached hereto as Exhibit A (the "TTW Script"), which has been reviewed and approved by Calderwood & Harkness LLP (Robert Adeyemi, Responsible Partner; Audrey Zhou, Lead Associate), is hereby approved for use in testing-the-waters meetings conducted in accordance with these resolutions and the compliance guidelines set forth herein.

RESOLVED FURTHER, that the TTW Script shall constitute the sole authorized presentation materials for use in TTW meetings, and no additional written materials of any kind — including, without limitation, slide decks, memoranda, fact sheets, or supplemental data sheets — shall be prepared, distributed, or otherwise made available to potential investors in connection with any TTW meeting or communication without the prior written review and approval of Calderwood & Harkness LLP and the express authorization of the Company's General Counsel, Naomi Feinberg.

Resolution 3 — Compliance Guidelines

RESOLVED, that all TTW communications authorized hereunder shall be conducted in strict compliance with Section 5(d) of the Securities Act and all other applicable federal and state securities laws, and the authorized officers of the Company and the authorized representatives of the Underwriters shall adhere to the following compliance guidelines:

(a) Eligible Participants. TTW meetings shall be conducted only with persons who are reasonably believed to be QIBs, as defined in Rule 144A under the Securities Act, or institutions that are accredited investors, as defined in Rule 501(a) of Regulation D under the Securities Act. The Underwriters shall be responsible for confirming the eligibility status of each prospective meeting participant prior to scheduling any TTW meeting.

(b) No Solicitation or Acceptance of Orders. No orders, indications of interest, or commitments to purchase securities of the Company shall be solicited, invited, or accepted during or in connection with any TTW meeting or communication. Participants shall make clear to all potential investors that no offers to sell and no solicitations of offers to buy are being made, and that any investment decision must be based solely on the information contained in the preliminary prospectus included in the Registration Statement.

(c) Limitation on Disclosure. Participants in TTW meetings shall not disclose material non-public information beyond the information contained in the filed Registration Statement and the approved TTW Script. In the event that a question is raised during a TTW meeting that would require the disclosure of information not contained in the Registration Statement or the TTW Script, the presenter shall decline to answer the question and shall refer the inquiry to Calderwood & Harkness LLP or the Company's General Counsel for guidance.

(d) No Unauthorized Written Materials. No written materials other than the approved TTW Script shall be used, distributed, displayed, or otherwise made available to potential investors during or in connection with any TTW meeting or communication. Any subsequent modifications, amendments, or supplements to the TTW Script shall require the prior written review and approval of Calderwood & Harkness LLP before such modified materials may be used in any TTW meeting.

(e) Record-Keeping. Comprehensive records of all TTW meetings shall be maintained by the Company's General Counsel, Naomi Feinberg, including, without limitation, the date and time of each meeting, the location or medium of communication (in-person, videoconference, or telephonic), the names and titles of all participants from both the Company side and the investor side, and a summary of the principal topics discussed during each meeting.

Resolution 4 — Delegation of Authority

RESOLVED, that Naomi Feinberg, the Company's General Counsel and Corporate Secretary, is hereby authorized and directed to coordinate the scheduling and logistics of all TTW meetings authorized hereunder, in consultation with Lisa Drummond, Managing Director, Equity Capital Markets at Pinnacle Securities LLC, and to maintain all records required in connection therewith in accordance with the compliance guidelines set forth in Resolution 3 above. Ms. Feinberg is further authorized to communicate with Calderwood & Harkness LLP (Audrey Zhou, Lead Associate; Brendan Walsh, Associate) on a rolling basis to provide updated meeting logs and to seek guidance on any compliance questions that may arise during the course of the TTW program.

Resolution 5 — General Authority

RESOLVED, that each of the officers of the Company is hereby authorized and directed, in the name and on behalf of the Company, to take any and all actions, and to prepare, execute, deliver, and file any and all agreements, instruments, certificates, and other documents, as such officer may deem necessary, appropriate, or advisable in order to carry out the intent and purposes of the foregoing resolutions, with such modifications, changes, or amendments thereto as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof; and

RESOLVED FURTHER, that all actions heretofore taken by any officer or director of the Company in connection with the matters contemplated by the foregoing resolutions are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.

GENERAL PROVISIONS

This Unanimous Written Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Unanimous Written Consent by electronic transmission (including by email transmission of a PDF copy) shall be deemed equivalent to execution and delivery of an original counterpart. This Unanimous Written Consent shall be filed with the minutes of proceedings of the Board in accordance with Section 141(f) of the DGCL and the Company's Amended and Restated Bylaws.

IN WITNESS WHEREOF, the undersigned directors have executed this Unanimous Written Consent as of April 14, 2022.

________________________________________

Priya Subramanian Chair of the Board of Directors

________________________________________

Marcus Henley Director

________________________________________

Diane Ochoa Director

________________________________________

Samuel Adebayo Director

________________________________________

Catherine Mercer Director

________________________________________

Jonathan Tsai Director

________________________________________

Rebecca Stahl Director

EXHIBIT A

APPROVED TESTING-THE-WATERS SCRIPT AND TALKING POINTS

CONFIDENTIAL — FOR USE IN TESTING-THE-WATERS MEETINGS ONLY

Lumos Analytics Inc. Proposed Initial Public Offering of Class A Common Stock Nasdaq Global Select Market — Proposed Ticker: LMSA

Prepared by Calderwood & Harkness LLP, Issuer's Counsel Reviewed and Approved: April 14, 2022

This script has been approved by the Board of Directors of Lumos Analytics Inc. for use solely in testing-the-waters meetings with qualified institutional buyers and institutional accredited investors pursuant to Section 5(d) of the Securities Act of 1933, as amended. This script constitutes the sole authorized presentation material for testing-the-waters meetings. No additional written materials may be distributed without the prior written approval of Calderwood & Harkness LLP and the Company's General Counsel. Any modifications to this script require the prior approval of Calderwood & Harkness LLP.

REQUIRED LEGAL LEGEND AND DISCLAIMER

IMPORTANT NOTICE: This communication is a testing-the-waters communication made pursuant to Section 5(d) of the Securities Act of 1933, as amended (the "Securities Act"), as added by the Jumpstart Our Business Startups Act. This communication is directed solely to potential investors that are qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act or institutions that are accredited investors ("IAIs") as defined in Rule 501(a) of Regulation D under the Securities Act.

Lumos Analytics Inc. (the "Company") has filed a Registration Statement on Form S-1 (including a preliminary prospectus) with the Securities and Exchange Commission (the "SEC") (SEC File Number 333-264518), which has not yet become effective. Securities of the Company may not be sold, nor may offers to buy such securities be accepted, prior to the time the Registration Statement becomes effective. This communication does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of securities of the Company in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Any investment decision with respect to the proposed offering should be made only on the basis of information contained in the preliminary prospectus included in the Registration Statement. A copy of the preliminary prospectus may be obtained by visiting the SEC's EDGAR website at www.sec.gov, or by contacting:

Pinnacle Securities LLC

Attention: Prospectus Department

399 Park Avenue New York, NY 10022 Telephone: (212) 555-4800

Email: prospectus@pinnaclesec.com

Whitfield & Company LLC

Attention: Syndicate Department

200 Vesey Street, 38th Floor New York, NY 10281 Telephone: (212) 555-6300

Email: syndicate@whitfieldco.com

Section 1: Company Overview

Lumos Analytics Inc. ("Lumos" or "Lumos AI") is a Delaware-incorporated, San Francisco-headquartered SaaS and fintech analytics platform company that provides a cloud-based, artificial-intelligence-driven analytics platform to financial institutions worldwide. The Company's headquarters are located at 450 Folsom Street, Suite 1200, San Francisco, California 94105.

Lumos was founded in 2016 and incorporated in the State of Delaware on March 14, 2016. Since its founding, the Company has grown to approximately 1,120 full-time employees as of December 31, 2021, with offices in San Francisco, New York, London, and Singapore.

Mission. Lumos's mission is to empower financial institutions with real-time, AI-driven analytics that enable superior transaction monitoring, fraud detection, regulatory reporting, and predictive risk modeling. The Company's platform is purpose-built for the financial services industry and designed to integrate seamlessly with the core banking, payment processing, and capital markets systems used by its customers.

Scale and Reach. The Lumos platform currently processes over 2 billion transactions per month across its customer base, which consists of approximately 340 enterprise customers globally. These customers span a diverse range of financial services sub-sectors, including commercial and retail banking, investment management, insurance, payment processing, and specialty finance.

Business Model. Lumos sells its products on a subscription SaaS basis, generating predictable, recurring revenue through multi-year enterprise license agreements. The Company's platform-centric model drives strong customer retention and creates opportunities for upselling and cross-selling additional modules and capabilities over time.

Core Products. The Company's product suite consists of four principal offerings:

• LumosIQ Platform (Core): The Company's foundational analytics platform, providing real-time data ingestion, transformation, and AI-powered analytics for financial transaction data. LumosIQ serves as the operating system upon which all other Lumos modules are deployed.

• FraudLens Module: An advanced fraud detection and prevention module that leverages proprietary machine learning algorithms to identify and flag anomalous transaction patterns in real time, enabling financial institutions to reduce fraud losses and enhance customer trust.

• RegConnect Module: A regulatory reporting and compliance module that automates the preparation, validation, and submission of regulatory filings across multiple jurisdictions, reducing the time, cost, and risk of regulatory compliance for financial institutions.

• DataBridge API Suite: A suite of application programming interfaces that enables Lumos customers to integrate the Company's analytics capabilities directly into their existing technology infrastructure, third-party applications, and customer-facing digital channels.

intellectual Property. Lumos's technology platform is protected by a substantial portfolio of intellectual property. As of the date of the Registration Statement, the Company holds 14 issued U.S. utility patents and has 7 additional patent applications pending, all relating to the Company's proprietary machine learning-based fraud detection algorithms, real-time transaction scoring methodologies, and data processing architectures. The Company also holds registered trademarks in the United States for "Lumos," "Lumos AI," "LumosIQ," and "FraudLens," among other marks.

Section 2: Leadership Team

The Company is led by a seasoned and experienced management team with deep domain expertise in artificial intelligence, enterprise software, financial technology, and public company operations.

Priya Subramanian — Chief Executive Officer & Co-Founder, Chair of the Board of Directors (age 41). Ms. Subramanian co-founded Lumos in 2016 and has served as the Company's Chief Executive Officer since its inception. She also serves as Chair of the Board of Directors. Prior to founding Lumos, Ms. Subramanian served as Vice President of Product at Pinnacle Investors Analytics, Inc., a financial data analytics firm, where she led the development and launch of the company's real-time transaction monitoring platform. Ms. Subramanian holds a B.S. in Computer Science from Stanford University and an M.B.A. from the Wharton School at the University of Pennsylvania.

Marcus Henley — Chief Technology Officer & Co-Founder, Director (age 39). Mr. Henley co-founded Lumos in 2016 and has served as the Company's Chief Technology Officer since its inception. He is responsible for the Company's technology vision, platform architecture, and engineering organization. Prior to founding Lumos, Mr. Henley served as a Senior Software Engineer at Calderon Corporation, where he worked on large-scale distributed computing and machine learning infrastructure. Mr. Henley holds a B.S. and M.S. in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology.

David Lau — Chief Financial Officer (age 46; joined 2020). Mr. Lau has served as the Company's Chief Financial Officer since September 2020. He is responsible for all aspects of the Company's financial leadership, including financial planning and analysis, accounting and reporting, treasury, investor relations, and public-company readiness. Prior to joining Lumos, Mr. Lau served as Chief Financial Officer of Meridian Software Inc. (Nasdaq: MRSW) from 2015 to 2020, where he led the company through its initial public offering and managed its public reporting obligations. Mr. Lau holds a B.S. in Accounting from the University of Michigan and is a Certified Public Accountant (inactive).

Tomás Aguilar — Chief Revenue Officer (age 44). Mr. Aguilar has served as the Company's Chief Revenue Officer since March 2019. He is responsible for the Company's commercial strategy, go-to-market execution, sales organization, customer success, and strategic partnerships. Prior to joining Lumos, Mr. Aguilar held senior sales leadership positions at Crowne Albany & Co. and Larkspur Solutions Mr. Aguilar holds a B.A. in Economics from the University of California, Berkeley.

Naomi Feinberg — General Counsel & Corporate Secretary (age 38; joined 2021). Ms. Feinberg has served as the Company's General Counsel and Corporate Secretary since February 2021. She is responsible for the Company's legal and compliance infrastructure, corporate governance, intellectual property strategy, and securities law compliance. Prior to joining Lumos, Ms. Feinberg was a partner at Quelston & Gates LLP, where she specialized in capital markets transactions and securities regulation. Ms. Feinberg holds a J.D. from Columbia Law School and a B.A. from Yale University.

Board Composition. The Company's Board of Directors consists of seven members: Priya Subramanian (Chair), Marcus Henley, Diane Ochoa, Samuel Adebayo, Catherine Mercer, Jonathan Tsai, and Rebecca Stahl. Three of the seven directors — Diane Ochoa, Samuel Adebayo, and Catherine Mercer — are independent directors within the meaning of the Nasdaq listing rules and the rules and regulations of the SEC. The Company's corporate governance structure, including the composition of the Board's standing committees (Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee), is described in detail in the Registration Statement.

Section 3: Financial Highlights

The following financial information is derived from the Company's audited consolidated financial statements for the fiscal years ended December 31, 2021 and December 31, 2020, which were audited by Meridian & Howe LLP (Gregory Simmons, Audit Partner), and from the Company's unaudited preliminary financial data for the quarter ended March 31, 2022. Investors are directed to the financial statements and accompanying notes included in the Registration Statement for a complete presentation of the Company's financial condition and results of operations.

FY 2021 Audited Financial Results

Q1 2022 Preliminary (Unaudited) Financial Results

Revenue Model. The Company generates substantially all of its revenue from subscription SaaS arrangements, which provide a high degree of revenue visibility and predictability. The Company's subscription contracts typically have initial terms of one to three years, with annual or multi-year billing arrangements, and include automatic renewal provisions.

Customer Concentration. The Company's top 10 customers by ARR represented approximately 34% of total ARR as of December 31, 2021. While this level of customer concentration is not unusual for an enterprise SaaS company of the Company's scale, it does represent a risk factor, as the loss of one or more significant customers could materially affect the Company's revenue and operating results.

Profitability. The Company has a history of net losses and has not yet achieved profitability. The Company incurred net losses of $(41.2) million in FY 2021 and $(52.8) million in FY 2020. The Company expects to continue to incur net losses in the near term as it invests in growth, including product development, sales and marketing, and infrastructure.

Non-GAAP Financial Measures. Adjusted EBITDA is a non-GAAP financial measure that the Company uses as a supplemental indicator of its operating performance. Adjusted EBITDA is defined as net loss before interest expense, income tax expense, depreciation and amortization, stock-based compensation expense, and certain other non-recurring items. Investors are directed to the preliminary prospectus included in the Registration Statement for a reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP measure. The Company cautions investors that Adjusted EBITDA should not be considered as a substitute for, or superior to, net loss or other measures of financial performance determined in accordance with GAAP.

Section 4: Funding History and Capitalization

Lumos has raised a total of approximately $245 million in equity capital across four rounds of venture capital financing since its founding. The Company's funding history is summarized below:

The Company's most recent financing round, the Series D, was completed on August 24, 2020, and valued the Company at a post-money valuation of approximately $1.478 billion, based on a price of $12.50 per share on approximately 118,200,000 fully diluted shares outstanding.

Pre-IPO Capitalization. On a fully diluted basis, the Company had approximately 118,200,000 shares outstanding as of the date of the Registration Statement. This figure includes all shares of common stock, all shares of preferred stock on an as-converted-to-common-stock basis, and all outstanding stock options under the Company's equity incentive plans.

Employee Stock Option Pool. The Company's 2016 Equity Incentive Plan provides for the issuance of up to 14,800,000 shares of common stock to employees, directors, and consultants in the form of stock options, restricted stock units, and other equity-based awards. As of the date of the Registration Statement, there were approximately 11,300,000 stock options outstanding under the plan, at a weighted-average exercise price of $4.82 per share. The Company intends to adopt a 2022 Equity Incentive Plan in connection with the IPO, as described in the Registration Statement.

Revolving Credit Facility. The Company maintains a $50 million senior secured revolving credit facility with Ashford National Bank, pursuant to a Credit Agreement dated June 1, 2021. Borrowings under the facility bear interest at a rate equal to the Secured Overnight Financing Rate (SOFR) plus 275 basis points. As of March 31, 2022, the Company had approximately $15 million in outstanding borrowings under the facility. The facility is secured by substantially all of the Company's assets and contains customary financial and operating covenants, as described in the Registration Statement.

Section 5: Proposed Offering Structure

Security Offered: Class A Common Stock, par value $0.0001 per share.

Proposed Listing: Nasdaq Global Select Market.

Proposed Ticker Symbol: LMSA.

Offering Composition:

• Primary Shares (New Issuance by the Company): 12,941,176 shares

• Secondary Shares (Sales by Selling Stockholders): Up to 3,500,000 shares

• Velthryn Venture Partners Fund IV, L.P.: 2,000,000 shares

• Arclight Equity Group Fund VII, L.P.: 1,500,000 shares

• Total Base Offering: 16,441,176 shares

• Overallotment Option: Up to 2,466,176 additional shares (representing 15% of the base offering), to be granted to the Underwriters

Preliminary Price Range: $16.00 to $18.00 per share (midpoint: $17.00 per share). The preliminary price range is subject to change based on market conditions, investor feedback, and other factors. The final public offering price will be determined at the time of pricing through negotiations between the Company and the Underwriters.

Estimated Proceeds:

The Company will not receive any proceeds from the sale of secondary shares by the selling stockholders. Proceeds from the sale of secondary shares will be received by the selling stockholders, net of applicable underwriting discounts and commissions.

Use of Proceeds. The Company intends to use the net proceeds from the IPO for general corporate purposes, including working capital, continued investment in research and development, expansion of the Company's sales and marketing organization, infrastructure improvements, and potential strategic acquisitions of complementary businesses, technologies, or assets. The Company has not identified any specific acquisition targets as of the date of the Registration Statement.

Underwriting Syndicate:

• Pinnacle Securities LLC — Lead Book-Running Managing Underwriter

• Whitfield & Company LLC — Joint Book-Running Managing Underwriter

• Graystone Capital Markets Inc. — Co-Manager

Section 6: Dual-Class Stock Structure

The Company has adopted a dual-class common stock structure consisting of Class A Common Stock and Class B Common Stock.

Voting Rights:

• Class A Common Stock: Each share of Class A Common Stock entitles the holder to one (1) vote per share on all matters submitted to a vote of stockholders. The Class A Common Stock is the class of shares being offered in the IPO.

• Class B Common Stock: Each share of Class B Common Stock entitles the holder to ten (10) votes per share on all matters submitted to a vote of stockholders. The Class B Common Stock is held exclusively by the Company's two co-founders.

Founder Holdings of Class B Common Stock:

Post-IPO Voting Power Analysis. Following the completion of the IPO (assuming the sale of 12,941,176 primary shares and 3,500,000 secondary shares at the base offering amount, and excluding the overallotment option), the estimated post-IPO Class A shares outstanding will be approximately 102,641,176 shares, representing 102,641,176 votes. Combined with the 285,000,000 votes attributable to the Class B Common Stock held by the co-founders, the total estimated post-IPO voting power will be approximately 387,641,176 votes. Accordingly, the co-founders will collectively control approximately 73.5% of the total voting power of the Company following the IPO (calculated as 285,000,000 ÷ 387,641,176 ≈ 73.5%).

Sunset Provision. The Class B Common Stock is subject to an automatic conversion feature pursuant to which each outstanding share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon the earliest to occur of the following events:

(i) the seventh (7th) anniversary of the closing of the IPO;

(ii) any transfer of shares of Class B Common Stock by the holder thereof to any person or entity that is not a "permitted transferee" as defined in the Company's Amended and Restated Certificate of Incorporation (generally limited to the co-founders, their immediate family members, and trusts established for the benefit of such persons); or

(iii) the date on which the co-founders (Priya Subramanian and Marcus Henley) collectively hold fewer than ten percent (10%) of the total shares of common stock of the Company then outstanding (calculated on a combined Class A and Class B basis).

Note to Presenters: Be prepared to discuss the governance implications of the dual-class stock structure, including the Company's eligibility to rely on the controlled company exemption under the Nasdaq listing rules (which permits the Company to opt out of certain corporate governance requirements, including the requirements that a majority of the Board be composed of independent directors and that the compensation and nominating committees be composed entirely of independent directors). Presenters should also be prepared to discuss the investor protections provided by the sunset provision and any other governance safeguards described in the Registration Statement.

Section 7: Competitive Positioning and Growth Strategy

Market Opportunity. The Company operates at the intersection of several large and rapidly growing market segments, including AI-driven compliance and risk management, fraud detection and prevention, regulatory reporting automation, and real-time financial data analytics. Financial institutions worldwide are facing increasing regulatory requirements, growing volumes of digital transactions, and escalating threats from sophisticated fraud schemes. These trends are driving sustained demand for advanced analytics and compliance solutions of the type offered by Lumos.

Competitive Advantages. The Company believes that it possesses several durable competitive advantages that differentiate it from both established enterprise software providers and emerging fintech competitors:

• Proprietary AI/ML Technology: The Company's portfolio of 14 issued U.S. utility patents and 7 pending patent applications protects its core machine learning algorithms and real-time transaction scoring methodologies, providing a meaningful barrier to entry and competitive differentiation.

• High-Volume Transaction Processing Capability: The Lumos platform is engineered to process over 2 billion transactions per month at scale, with low-latency performance suitable for real-time fraud detection and compliance monitoring.

• Deep Integrations with Financial Institution Core Systems: The Company's DataBridge API suite and pre-built connectors enable rapid deployment and tight integration with the core banking, payment processing, and capital markets systems used by the Company's enterprise customers, reducing implementation risk and increasing switching costs.

• Regulatory Domain Expertise: The Company's RegConnect module reflects deep expertise in the regulatory requirements applicable to financial institutions across multiple jurisdictions, including the United States, the European Union, the United Kingdom, and the Asia-Pacific region.

Strategic Partnerships. The Company entered into a strategic partnership agreement with Nordwell Financial Technologies Inc. on March 30, 2021, for the co-development and distribution of embedded analytics capabilities. Under this agreement, Nordwell integrates elements of the Lumos analytics engine into its suite of banking technology solutions, expanding the Company's distribution footprint and enabling access to Nordwell's extensive base of financial institution customers.

Infrastructure. The Company's platform is hosted on a cloud infrastructure provided by Brindoval Data Centers LLC pursuant to a Master Cloud Services Agreement dated January 15, 2021. The agreement has a five-year initial term and involves an annual commitment of approximately $8.2 million. The Brindoval infrastructure provides the Company with the scalability, reliability, and geographic redundancy required to serve its global enterprise customer base.

Growth Levers. The Company's growth strategy is centered on the following key initiatives:

• Customer Acquisition: Expand the Company's customer base beyond its current approximately 340 enterprise customers by investing in sales and marketing, building out the Company's direct sales force, and leveraging channel partnerships such as the Nordwell relationship.

• upsell and Cross-Sell: Increase ARR per customer by driving adoption of additional product modules (FraudLens, RegConnect, DataBridge API suite) within the Company's existing customer base.

• International Expansion: Extend the Company's geographic reach into new markets, with a particular focus on Europe and the Asia-Pacific region, where demand for AI-driven compliance and analytics solutions is accelerating.

• Strategic Acquisitions: Selectively pursue acquisitions of complementary businesses, technologies, or teams that can accelerate the Company's product roadmap, expand its customer base, or deepen its domain expertise.

Path to Profitability. The Company believes that its business model is well-positioned to achieve profitability as it continues to scale ARR. The Company's gross margin of 72.3% in FY 2021 demonstrates strong unit economics, and the Company expects operating leverage to improve as ARR growth outpaces the growth in the Company's fixed cost base, particularly in areas such as research and development and general and administrative expenses.

Section 8: Key Risk Factors (Summary)

The following is a summary of certain key risk factors associated with an investment in the Company's Class A Common Stock. This summary is not exhaustive and is provided solely for the convenience of participants in this testing-the-waters meeting. Investors are strongly directed to the "Risk Factors" section of the preliminary prospectus included in the Registration Statement (SEC File Number 333-264518) for a complete and detailed discussion of the risks and uncertainties relating to the Company's business, financial condition, results of operations, and the proposed offering.

• History of Net Losses. The Company has incurred significant net losses since its inception, including net losses of $(41.2) million in FY 2021 and $(52.8) million in FY 2020. The Company may not achieve or maintain profitability in the future, and the Company expects its operating expenses to increase in the near term as it continues to invest in growth.

• Customer Concentration Risk. The Company's top 10 customers by ARR represented approximately 34% of total ARR as of December 31, 2021. The loss of, or a significant reduction in revenue from, one or more of the Company's largest customers could materially and adversely affect the Company's business, revenue, and operating results.

• Dual-Class Stock Structure. The Company's dual-class stock structure concentrates voting power in the Company's two co-founders, who will collectively control approximately 73.5% of the total voting power of the Company following the IPO. This concentration of control may limit the ability of other stockholders to influence corporate matters and could have the effect of delaying, deferring, or preventing a change of control of the Company.

• Regulatory Risk. The Company's customers operate in heavily regulated industries, and the Company's products are subject to evolving regulatory requirements in the financial services and fintech sectors. Changes in applicable laws, regulations, or regulatory interpretations could require the Company to modify its products, increase its compliance costs, or limit its growth opportunities.

• Competition. The markets in which the Company competes are highly competitive and subject to rapid technological change. The Company faces competition from larger enterprise software providers with greater financial and technical resources, as well as from established financial technology companies and emerging startups.

• Key Personnel Dependence. The Company's success depends in significant part on the continued service and contributions of its co-founders, Priya Subramanian and Marcus Henley, and other key members of its management team. The loss of one or both co-founders, or the inability to attract and retain other qualified personnel, could materially and adversely affect the Company's business.

• Cloud Infrastructure Dependence. The Company's platform is dependent on cloud infrastructure services provided by Brindoval Data Centers LLC. Any disruption, degradation, or termination of the Company's relationship with Brindoval, or any significant outage or performance failure of the Brindoval infrastructure, could adversely affect the Company's ability to deliver its products and services to its customers.

• Market Conditions and Macroeconomic Uncertainty. The IPO and the Company's post-IPO stock price may be adversely affected by general market conditions, macroeconomic uncertainty, geopolitical events, rising interest rates, inflationary pressures, and other factors beyond the Company's control.

Section 9: Lock-Up Arrangements

In connection with the IPO, each of the Company's directors, executive officers, and stockholders holding more than 1% of the Company's outstanding shares will be required to execute lock-up agreements in favor of Pinnacle Securities LLC restricting the sale, transfer, or other disposition of shares of the Company's common stock and securities convertible into or exercisable or exchangeable for common stock for a period of 180 days following the date of the final prospectus relating to the IPO.

The lock-up agreements will contain customary carve-outs, including, without limitation, exceptions for (i) transfers to immediate family members and trusts for estate planning purposes, (ii) charitable gifts, (iii) transfers to affiliates and related entities, and (iv) certain other limited circumstances, in each case subject to the condition that the transferee agrees to be bound by the terms of the lock-up agreement for the remainder of the lock-up period.

Pinnacle Securities LLC, as lead book-running managing underwriter, shall have the sole discretion to release any or all of the shares subject to the lock-up agreements prior to the expiration of the 180-day lock-up period, subject to applicable notice requirements and any other conditions specified in the underwriting agreement.

Section 10: Proposed Timeline (Indicative)

The following timeline is indicative only and is subject to change based on market conditions, SEC review of the Registration Statement, investor feedback, and other factors. No assurance can be given that the IPO will be completed on the schedule set forth below, or at all.

All dates are estimates and are subject to change. The Company and its Underwriters reserve the right to modify the proposed timeline at any time and for any reason, including in response to SEC comments on the Registration Statement, changes in market conditions, or other developments.

CLOSING / WRAP-UP INSTRUCTIONS FOR PRESENTERS

At the conclusion of each TTW meeting, the presenter shall deliver the following statements to all participants:

1. "Thank you for your time today. As a reminder, this meeting has been conducted as a testing-the-waters communication under Section 5(d) of the Securities Act of 1933, as amended."

2. "We are not, and cannot, solicit or accept any orders, indications of interest, or commitments to purchase securities at this time."

3. "Any investment decision regarding the Company's proposed initial public offering should be made solely on the basis of information contained in the preliminary prospectus included in the Company's Registration Statement on Form S-1 (SEC File Number 333-264518; CIK 0001923847), which is available on the SEC's EDGAR website at www.sec.gov."

4. "If you have any follow-up questions, please direct them to Naomi Feinberg, General Counsel of Lumos Analytics Inc., or to Lisa Drummond, Managing Director, Equity Capital Markets, at Pinnacle Securities LLC."

APPENDIX

PRESENTER GUIDELINES AND COMPLIANCE REMINDERS

A. Eligible Participants

All testing-the-waters meetings authorized by the Board of Directors of Lumos Analytics Inc. pursuant to the Unanimous Written Consent dated April 14, 2022, are restricted exclusively to potential investors that are:

(i) Qualified Institutional Buyers ("QIBs") as defined in Rule 144A(a)(1) under the Securities Act of 1933, as amended; or

(ii) Institutions that are accredited investors ("IAIs") as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.

Pinnacle Securities LLC and Whitfield & Company LLC, as the book-running managing underwriters for the proposed IPO, are responsible for confirming the QIB or IAI status of each proposed meeting participant prior to scheduling any TTW meeting. No TTW meeting shall be scheduled or conducted with any person whose QIB or IAI status has not been confirmed in writing by the applicable underwriter.

B. Dos and Don'ts for Presenters

The following guidelines are designed to ensure that all TTW meetings are conducted in full compliance with Section 5(d) of the Securities Act and the compliance guidelines approved by the Board of Directors. All authorized presenters — including Company officers and underwriter representatives — are required to review and acknowledge these guidelines prior to participating in any TTW meeting.

DO:.

• DO stick to the approved TTW Script and talking points at all times. The TTW Script has been carefully reviewed and approved by Calderwood & Harkness LLP and the Board of Directors, and it represents the sole authorized content for TTW meetings.

• DO begin each meeting by reading or summarizing the Required Legal Legend and Disclaimer set forth in the TTW Script, and confirm that all participants understand the nature and limitations of the meeting.

• DO refer all questions that fall beyond the scope of the TTW Script to Calderwood & Harkness LLP (Audrey Zhou, Lead Associate, telephone: (212) 555-2100, email: azhou@calderwoodharkness.com) or to Naomi Feinberg, General Counsel of Lumos Analytics Inc. (telephone: (415) 555-8700, email: nfeinberg@lumosanalytics.com), for guidance before providing any response.

• DO promptly report to Naomi Feinberg any unusual or unexpected questions, requests, or circumstances arising during or after any TTW meeting.

DO NOT:.

• DO NOT distribute, display, email, or otherwise make available any written materials other than the approved TTW Script during or in connection with any TTW meeting. This includes, without limitation, slide decks, financial models, data rooms, fact sheets, press clippings, analyst reports, or supplemental memoranda of any kind.

• DO NOT solicit or accept any indications of interest, orders, or commitments to purchase securities from any meeting participant. If a participant expresses interest in participating in the offering or asks how to place an order, the presenter should respond by stating that no orders or commitments can be solicited or accepted at this time, and that the participant should contact their broker or the Underwriters during the formal offering period.

• DO NOT provide any financial projections, forecasts, or forward-looking statements beyond the information contained in the Registration Statement. If asked about the Company's outlook, targets, or expectations, the presenter should refer the participant to the information contained in the preliminary prospectus.

• DO NOT make any statements that are inconsistent with, or go beyond, the disclosure contained in the Registration Statement. All factual statements made during TTW meetings must be supportable by reference to the information in the Registration Statement and the approved TTW Script.

• DO NOT discuss pricing expectations beyond the disclosed preliminary price range of $16.00 to $18.00 per share. If asked whether the Company or the Underwriters expect the offering to price at the high end, low end, or outside of the range, the presenter should decline to speculate and note that the final pricing will be determined through the book-building process.

• DO NOT make any representations or commitments regarding allocation of shares in the offering. Allocation decisions will be made by the Underwriters in consultation with the Company following the pricing of the offering.

C. Record-Keeping

Naomi Feinberg, in her capacity as General Counsel and Corporate Secretary of the Company, shall maintain a comprehensive and contemporaneous log of all TTW meetings conducted pursuant to the Board's authorization. The log shall include the following information for each meeting:

• Date and time of the meeting

• Location of the meeting (physical address, if in-person) or medium of communication (videoconference platform or telephone)

• Names, titles, and institutional affiliations of all participants from the Company side (including Company officers and underwriter representatives)

• Names, titles, and institutional affiliations of all participants from the investor side

• Summary of the principal topics discussed during the meeting

• Notation of any questions raised by investor participants that could not be addressed within the scope of the approved TTW Script, and any follow-up actions required

UNANIMOUS WRITTEN CONSENT IN LIEU OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF LUMOS ANALYTICS INC.
A Delaware Corporation
April 14, 2022
PREAMBLE AND RECITALS
The undersigned, being all of the members of the Board of Directors (the "Board") of Lumos Analytics Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), acting pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and Article III, Section 3.8 of the Company's Amended and Restated Bylaws, as currently in effect, do hereby adopt the following resolutions by unanimous written consent, effective as of the date first written above, without the necessity of a meeting, with the same force and effect as if adopted at a duly convened special meeting of the Board at which all directors were present and voted in favor thereof.
WHEREAS, the undersigned constitute all of the members of the Board of Directors of the Company, and each director has been duly elected and is currently serving in such capacity;
WHEREAS, Section 141(f) of the DGCL provides that, unless otherwise restricted by the certificate of incorporation or bylaws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board or committee;
WHEREAS, Article III, Section 3.8 of the Company's Amended and Restated Bylaws expressly permits the Board to act by unanimous written consent in lieu of a meeting, consistent with the provisions of the DGCL;
WHEREAS, the Company has filed a Registration Statement on Form S-1 (File Number 333-264518) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") on April 14, 2022, in connection with a proposed initial public offering (the "IPO") of shares of the Company's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), to be listed on the Nasdaq Global Select Market under the proposed ticker symbol "LMSA";
WHEREAS, Section 5(d) of the Securities Act of 1933, as amended (the "Securities Act"), as added by Section 105(c) of the Jumpstart Our Business Startups Act (the "JOBS Act"), permits an "emerging growth company" (as defined in Section 2(a)(19) of the Securities Act), or any person authorized to act on behalf of such emerging growth company, to engage in oral or written communications with potential investors that are qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act, or institutions that are accredited investors ("IAIs") as defined in Rule 501(a) of Regulation D under the Securities Act, to determine whether such investors might have an interest in the contemplated securities offering, either prior to or following the date of filing of a registration statement with respect to such securities — such communications being commonly referred to as "testing-the-waters" ("TTW") communications;
WHEREAS, the Company's management, including the Company's Chief Executive Officer, Priya Subramanian, and the Company's Chief Financial Officer, David Lau, have consulted with Calderwood & Harkness LLP, the Company's issuer's counsel, regarding the benefits, procedures, and legal requirements associated with conducting TTW meetings with QIBs and IAIs in advance of the anticipated road show for the IPO;
WHEREAS, the Company's management and Calderwood & Harkness LLP (Robert Adeyemi, Responsible Partner; Audrey Zhou, Lead Associate) have recommended that the Board authorize the Company to conduct TTW meetings and communications with QIBs and IAIs to gauge market interest in the IPO and to enable the Company and its underwriters to assess investor receptivity to the Company's value proposition, business model, and proposed offering structure; and
WHEREAS, the Board has reviewed and considered the recommendations of management and Calderwood & Harkness LLP, and has determined that it is in the best interests of the Company and its stockholders to authorize the TTW communications described herein and to approve the TTW Script and talking points prepared in connection therewith.
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions:
RESOLUTIONS
Resolution 1 — Authorization of Testing-the-Waters Communications
RESOLVED, that the Company's officers, specifically Priya Subramanian (Chief Executive Officer and Co-Founder), David Lau (Chief Financial Officer), and Tomás Aguilar (Chief Revenue Officer), together with authorized representatives of Pinnacle Securities LLC, in its capacity as lead book-running managing underwriter, Whitfield & Company LLC, in its capacity as joint book-running managing underwriter, and Graystone Capital Markets Inc., in its capacity as co-manager (collectively, the "Underwriters"), are hereby authorized and directed to conduct testing-the-waters meetings and communications with potential investors that are reasonably believed to be QIBs, as defined in Rule 144A under the Securities Act, or institutions that are accredited investors, as defined in Rule 501(a) of Regulation D under the Securities Act, pursuant to and in accordance with Section 5(d) of the Securities Act, for the purpose of gauging market interest in the Company's contemplated IPO of Class A Common Stock.
Resolution 2 — Approval of TTW Script and Talking Points
RESOLVED, that the form of script and talking points attached hereto as Exhibit A (the "TTW Script"), which has been reviewed and approved by Calderwood & Harkness LLP (Robert Adeyemi, Responsible Partner; Audrey Zhou, Lead Associate), is hereby approved for use in testing-the-waters meetings conducted in accordance with these resolutions and the compliance guidelines set forth herein.
RESOLVED FURTHER, that the TTW Script shall constitute the sole authorized presentation materials for use in TTW meetings, and no additional written materials of any kind — including, without limitation, slide decks, memoranda, fact sheets, or supplemental data sheets — shall be prepared, distributed, or otherwise made available to potential investors in connection with any TTW meeting or communication without the prior written review and approval of Calderwood & Harkness LLP and the express authorization of the Company's General Counsel, Naomi Feinberg.
Resolution 3 — Compliance Guidelines
RESOLVED, that all TTW communications authorized hereunder shall be conducted in strict compliance with Section 5(d) of the Securities Act and all other applicable federal and state securities laws, and the authorized officers of the Company and the authorized representatives of the Underwriters shall adhere to the following compliance guidelines:
(a) Eligible Participants. TTW meetings shall be conducted only with persons who are reasonably believed to be QIBs, as defined in Rule 144A under the Securities Act, or institutions that are accredited investors, as defined in Rule 501(a) of Regulation D under the Securities Act. The Underwriters shall be responsible for confirming the eligibility status of each prospective meeting participant prior to scheduling any TTW meeting.
(b) No Solicitation or Acceptance of Orders. No orders, indications of interest, or commitments to purchase securities of the Company shall be solicited, invited, or accepted during or in connection with any TTW meeting or communication. Participants shall make clear to all potential investors that no offers to sell and no solicitations of offers to buy are being made, and that any investment decision must be based solely on the information contained in the preliminary prospectus included in the Registration Statement.
(c) Limitation on Disclosure. Participants in TTW meetings shall not disclose material non-public information beyond the information contained in the filed Registration Statement and the approved TTW Script. In the event that a question is raised during a TTW meeting that would require the disclosure of information not contained in the Registration Statement or the TTW Script, the presenter shall decline to answer the question and shall refer the inquiry to Calderwood & Harkness LLP or the Company's General Counsel for guidance.
(d) No Unauthorized Written Materials. No written materials other than the approved TTW Script shall be used, distributed, displayed, or otherwise made available to potential investors during or in connection with any TTW meeting or communication. Any subsequent modifications, amendments, or supplements to the TTW Script shall require the prior written review and approval of Calderwood & Harkness LLP before such modified materials may be used in any TTW meeting.
(e) Record-Keeping. Comprehensive records of all TTW meetings shall be maintained by the Company's General Counsel, Naomi Feinberg, including, without limitation, the date and time of each meeting, the location or medium of communication (in-person, videoconference, or telephonic), the names and titles of all participants from both the Company side and the investor side, and a summary of the principal topics discussed during each meeting.
Resolution 4 — Delegation of Authority
RESOLVED, that Naomi Feinberg, the Company's General Counsel and Corporate Secretary, is hereby authorized and directed to coordinate the scheduling and logistics of all TTW meetings authorized hereunder, in consultation with Lisa Drummond, Managing Director, Equity Capital Markets at Pinnacle Securities LLC, and to maintain all records required in connection therewith in accordance with the compliance guidelines set forth in Resolution 3 above. Ms. Feinberg is further authorized to communicate with Calderwood & Harkness LLP (Audrey Zhou, Lead Associate; Brendan Walsh, Associate) on a rolling basis to provide updated meeting logs and to seek guidance on any compliance questions that may arise during the course of the TTW program.
Resolution 5 — General Authority
RESOLVED, that each of the officers of the Company is hereby authorized and directed, in the name and on behalf of the Company, to take any and all actions, and to prepare, execute, deliver, and file any and all agreements, instruments, certificates, and other documents, as such officer may deem necessary, appropriate, or advisable in order to carry out the intent and purposes of the foregoing resolutions, with such modifications, changes, or amendments thereto as the officer executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof; and
RESOLVED FURTHER, that all actions heretofore taken by any officer or director of the Company in connection with the matters contemplated by the foregoing resolutions are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.
GENERAL PROVISIONS
This Unanimous Written Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Unanimous Written Consent by electronic transmission (including by email transmission of a PDF copy) shall be deemed equivalent to execution and delivery of an original counterpart. This Unanimous Written Consent shall be filed with the minutes of proceedings of the Board in accordance with Section 141(f) of the DGCL and the Company's Amended and Restated Bylaws.
IN WITNESS WHEREOF, the undersigned directors have executed this Unanimous Written Consent as of April 14, 2022.
________________________________________
Priya Subramanian Chair of the Board of Directors
________________________________________
Marcus Henley Director
________________________________________
Diane Ochoa Director
________________________________________
Samuel Adebayo Director
________________________________________
Catherine Mercer Director
________________________________________
Jonathan Tsai Director
________________________________________
Rebecca Stahl Director
EXHIBIT A
APPROVED TESTING-THE-WATERS SCRIPT AND TALKING POINTS
CONFIDENTIAL — FOR USE IN TESTING-THE-WATERS MEETINGS ONLY
Lumos Analytics Inc. Proposed Initial Public Offering of Class A Common Stock Nasdaq Global Select Market — Proposed Ticker: LMSA
Prepared by Calderwood & Harkness LLP, Issuer's Counsel Reviewed and Approved: April 14, 2022
This script has been approved by the Board of Directors of Lumos Analytics Inc. for use solely in testing-the-waters meetings with qualified institutional buyers and institutional accredited investors pursuant to Section 5(d) of the Securities Act of 1933, as amended. This script constitutes the sole authorized presentation material for testing-the-waters meetings. No additional written materials may be distributed without the prior written approval of Calderwood & Harkness LLP and the Company's General Counsel. Any modifications to this script require the prior approval of Calderwood & Harkness LLP.
REQUIRED LEGAL LEGEND AND DISCLAIMER
IMPORTANT NOTICE: This communication is a testing-the-waters communication made pursuant to Section 5(d) of the Securities Act of 1933, as amended (the "Securities Act"), as added by the Jumpstart Our Business Startups Act. This communication is directed solely to potential investors that are qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act or institutions that are accredited investors ("IAIs") as defined in Rule 501(a) of Regulation D under the Securities Act.
Lumos Analytics Inc. (the "Company") has filed a Registration Statement on Form S-1 (including a preliminary prospectus) with the Securities and Exchange Commission (the "SEC") (SEC File Number 333-264518), which has not yet become effective. Securities of the Company may not be sold, nor may offers to buy such securities be accepted, prior to the time the Registration Statement becomes effective. This communication does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of securities of the Company in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Any investment decision with respect to the proposed offering should be made only on the basis of information contained in the preliminary prospectus included in the Registration Statement. A copy of the preliminary prospectus may be obtained by visiting the SEC's EDGAR website at www.sec.gov, or by contacting:
Pinnacle Securities LLC
Attention: Prospectus Department
399 Park Avenue New York, NY 10022 Telephone: (212) 555-4800
Email: prospectus@pinnaclesec.com
or
Whitfield & Company LLC
Attention: Syndicate Department
200 Vesey Street, 38th Floor New York, NY 10281 Telephone: (212) 555-6300
Email: syndicate@whitfieldco.com
Section 1: Company Overview
Lumos Analytics Inc. ("Lumos" or "Lumos AI") is a Delaware-incorporated, San Francisco-headquartered SaaS and fintech analytics platform company that provides a cloud-based, artificial-intelligence-driven analytics platform to financial institutions worldwide. The Company's headquarters are located at 450 Folsom Street, Suite 1200, San Francisco, California 94105.
Lumos was founded in 2016 and incorporated in the State of Delaware on March 14, 2016. Since its founding, the Company has grown to approximately 1,120 full-time employees as of December 31, 2021, with offices in San Francisco, New York, London, and Singapore.
Mission. Lumos's mission is to empower financial institutions with real-time, AI-driven analytics that enable superior transaction monitoring, fraud detection, regulatory reporting, and predictive risk modeling. The Company's platform is purpose-built for the financial services industry and designed to integrate seamlessly with the core banking, payment processing, and capital markets systems used by its customers.
Scale and Reach. The Lumos platform currently processes over 2 billion transactions per month across its customer base, which consists of approximately 340 enterprise customers globally. These customers span a diverse range of financial services sub-sectors, including commercial and retail banking, investment management, insurance, payment processing, and specialty finance.
Business Model. Lumos sells its products on a subscription SaaS basis, generating predictable, recurring revenue through multi-year enterprise license agreements. The Company's platform-centric model drives strong customer retention and creates opportunities for upselling and cross-selling additional modules and capabilities over time.
Core Products. The Company's product suite consists of four principal offerings:
• LumosIQ Platform (Core): The Company's foundational analytics platform, providing real-time data ingestion, transformation, and AI-powered analytics for financial transaction data. LumosIQ serves as the operating system upon which all other Lumos modules are deployed.
• FraudLens Module: An advanced fraud detection and prevention module that leverages proprietary machine learning algorithms to identify and flag anomalous transaction patterns in real time, enabling financial institutions to reduce fraud losses and enhance customer trust.
• RegConnect Module: A regulatory reporting and compliance module that automates the preparation, validation, and submission of regulatory filings across multiple jurisdictions, reducing the time, cost, and risk of regulatory compliance for financial institutions.
• DataBridge API Suite: A suite of application programming interfaces that enables Lumos customers to integrate the Company's analytics capabilities directly into their existing technology infrastructure, third-party applications, and customer-facing digital channels.
intellectual Property. Lumos's technology platform is protected by a substantial portfolio of intellectual property. As of the date of the Registration Statement, the Company holds 14 issued U.S. utility patents and has 7 additional patent applications pending, all relating to the Company's proprietary machine learning-based fraud detection algorithms, real-time transaction scoring methodologies, and data processing architectures. The Company also holds registered trademarks in the United States for "Lumos," "Lumos AI," "LumosIQ," and "FraudLens," among other marks.
Section 2: Leadership Team
The Company is led by a seasoned and experienced management team with deep domain expertise in artificial intelligence, enterprise software, financial technology, and public company operations.
Priya Subramanian — Chief Executive Officer & Co-Founder, Chair of the Board of Directors (age 41). Ms. Subramanian co-founded Lumos in 2016 and has served as the Company's Chief Executive Officer since its inception. She also serves as Chair of the Board of Directors. Prior to founding Lumos, Ms. Subramanian served as Vice President of Product at Pinnacle Investors Analytics, Inc., a financial data analytics firm, where she led the development and launch of the company's real-time transaction monitoring platform. Ms. Subramanian holds a B.S. in Computer Science from Stanford University and an M.B.A. from the Wharton School at the University of Pennsylvania.
Marcus Henley — Chief Technology Officer & Co-Founder, Director (age 39). Mr. Henley co-founded Lumos in 2016 and has served as the Company's Chief Technology Officer since its inception. He is responsible for the Company's technology vision, platform architecture, and engineering organization. Prior to founding Lumos, Mr. Henley served as a Senior Software Engineer at Calderon Corporation, where he worked on large-scale distributed computing and machine learning infrastructure. Mr. Henley holds a B.S. and M.S. in Electrical Engineering and Computer Science from the Massachusetts Institute of Technology.
David Lau — Chief Financial Officer (age 46; joined 2020). Mr. Lau has served as the Company's Chief Financial Officer since September 2020. He is responsible for all aspects of the Company's financial leadership, including financial planning and analysis, accounting and reporting, treasury, investor relations, and public-company readiness. Prior to joining Lumos, Mr. Lau served as Chief Financial Officer of Meridian Software Inc. (Nasdaq: MRSW) from 2015 to 2020, where he led the company through its initial public offering and managed its public reporting obligations. Mr. Lau holds a B.S. in Accounting from the University of Michigan and is a Certified Public Accountant (inactive).
Tomás Aguilar — Chief Revenue Officer (age 44). Mr. Aguilar has served as the Company's Chief Revenue Officer since March 2019. He is responsible for the Company's commercial strategy, go-to-market execution, sales organization, customer success, and strategic partnerships. Prior to joining Lumos, Mr. Aguilar held senior sales leadership positions at Crowne Albany & Co. and Larkspur Solutions Mr. Aguilar holds a B.A. in Economics from the University of California, Berkeley.
Naomi Feinberg — General Counsel & Corporate Secretary (age 38; joined 2021). Ms. Feinberg has served as the Company's General Counsel and Corporate Secretary since February 2021. She is responsible for the Company's legal and compliance infrastructure, corporate governance, intellectual property strategy, and securities law compliance. Prior to joining Lumos, Ms. Feinberg was a partner at Quelston & Gates LLP, where she specialized in capital markets transactions and securities regulation. Ms. Feinberg holds a J.D. from Columbia Law School and a B.A. from Yale University.
Board Composition. The Company's Board of Directors consists of seven members: Priya Subramanian (Chair), Marcus Henley, Diane Ochoa, Samuel Adebayo, Catherine Mercer, Jonathan Tsai, and Rebecca Stahl. Three of the seven directors — Diane Ochoa, Samuel Adebayo, and Catherine Mercer — are independent directors within the meaning of the Nasdaq listing rules and the rules and regulations of the SEC. The Company's corporate governance structure, including the composition of the Board's standing committees (Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee), is described in detail in the Registration Statement.
Section 3: Financial Highlights
The following financial information is derived from the Company's audited consolidated financial statements for the fiscal years ended December 31, 2021 and December 31, 2020, which were audited by Meridian & Howe LLP (Gregory Simmons, Audit Partner), and from the Company's unaudited preliminary financial data for the quarter ended March 31, 2022. Investors are directed to the financial statements and accompanying notes included in the Registration Statement for a complete presentation of the Company's financial condition and results of operations.
FY 2021 Audited Financial Results
Q1 2022 Preliminary (Unaudited) Financial Results
Revenue Model. The Company generates substantially all of its revenue from subscription SaaS arrangements, which provide a high degree of revenue visibility and predictability. The Company's subscription contracts typically have initial terms of one to three years, with annual or multi-year billing arrangements, and include automatic renewal provisions.
Customer Concentration. The Company's top 10 customers by ARR represented approximately 34% of total ARR as of December 31, 2021. While this level of customer concentration is not unusual for an enterprise SaaS company of the Company's scale, it does represent a risk factor, as the loss of one or more significant customers could materially affect the Company's revenue and operating results.
Profitability. The Company has a history of net losses and has not yet achieved profitability. The Company incurred net losses of $(41.2) million in FY 2021 and $(52.8) million in FY 2020. The Company expects to continue to incur net losses in the near term as it invests in growth, including product development, sales and marketing, and infrastructure.
Non-GAAP Financial Measures. Adjusted EBITDA is a non-GAAP financial measure that the Company uses as a supplemental indicator of its operating performance. Adjusted EBITDA is defined as net loss before interest expense, income tax expense, depreciation and amortization, stock-based compensation expense, and certain other non-recurring items. Investors are directed to the preliminary prospectus included in the Registration Statement for a reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP measure. The Company cautions investors that Adjusted EBITDA should not be considered as a substitute for, or superior to, net loss or other measures of financial performance determined in accordance with GAAP.
Section 4: Funding History and Capitalization
Lumos has raised a total of approximately $245 million in equity capital across four rounds of venture capital financing since its founding. The Company's funding history is summarized below:
The Company's most recent financing round, the Series D, was completed on August 24, 2020, and valued the Company at a post-money valuation of approximately $1.478 billion, based on a price of $12.50 per share on approximately 118,200,000 fully diluted shares outstanding.
Pre-IPO Capitalization. On a fully diluted basis, the Company had approximately 118,200,000 shares outstanding as of the date of the Registration Statement. This figure includes all shares of common stock, all shares of preferred stock on an as-converted-to-common-stock basis, and all outstanding stock options under the Company's equity incentive plans.
Employee Stock Option Pool. The Company's 2016 Equity Incentive Plan provides for the issuance of up to 14,800,000 shares of common stock to employees, directors, and consultants in the form of stock options, restricted stock units, and other equity-based awards. As of the date of the Registration Statement, there were approximately 11,300,000 stock options outstanding under the plan, at a weighted-average exercise price of $4.82 per share. The Company intends to adopt a 2022 Equity Incentive Plan in connection with the IPO, as described in the Registration Statement.
Revolving Credit Facility. The Company maintains a $50 million senior secured revolving credit facility with Ashford National Bank, pursuant to a Credit Agreement dated June 1, 2021. Borrowings under the facility bear interest at a rate equal to the Secured Overnight Financing Rate (SOFR) plus 275 basis points. As of March 31, 2022, the Company had approximately $15 million in outstanding borrowings under the facility. The facility is secured by substantially all of the Company's assets and contains customary financial and operating covenants, as described in the Registration Statement.
Section 5: Proposed Offering Structure
Security Offered: Class A Common Stock, par value $0.0001 per share.
Proposed Listing: Nasdaq Global Select Market.
Proposed Ticker Symbol: LMSA.
Offering Composition:
• Primary Shares (New Issuance by the Company): 12,941,176 shares
• Secondary Shares (Sales by Selling Stockholders): Up to 3,500,000 shares
• Velthryn Venture Partners Fund IV, L.P.: 2,000,000 shares
• Arclight Equity Group Fund VII, L.P.: 1,500,000 shares
• Total Base Offering: 16,441,176 shares
• Overallotment Option: Up to 2,466,176 additional shares (representing 15% of the base offering), to be granted to the Underwriters
Preliminary Price Range: $16.00 to $18.00 per share (midpoint: $17.00 per share). The preliminary price range is subject to change based on market conditions, investor feedback, and other factors. The final public offering price will be determined at the time of pricing through negotiations between the Company and the Underwriters.
Estimated Proceeds:
The Company will not receive any proceeds from the sale of secondary shares by the selling stockholders. Proceeds from the sale of secondary shares will be received by the selling stockholders, net of applicable underwriting discounts and commissions.
Use of Proceeds. The Company intends to use the net proceeds from the IPO for general corporate purposes, including working capital, continued investment in research and development, expansion of the Company's sales and marketing organization, infrastructure improvements, and potential strategic acquisitions of complementary businesses, technologies, or assets. The Company has not identified any specific acquisition targets as of the date of the Registration Statement.
Underwriting Syndicate:
• Pinnacle Securities LLC — Lead Book-Running Managing Underwriter
• Whitfield & Company LLC — Joint Book-Running Managing Underwriter
• Graystone Capital Markets Inc. — Co-Manager
Section 6: Dual-Class Stock Structure
The Company has adopted a dual-class common stock structure consisting of Class A Common Stock and Class B Common Stock.
Voting Rights:
• Class A Common Stock: Each share of Class A Common Stock entitles the holder to one (1) vote per share on all matters submitted to a vote of stockholders. The Class A Common Stock is the class of shares being offered in the IPO.
• Class B Common Stock: Each share of Class B Common Stock entitles the holder to ten (10) votes per share on all matters submitted to a vote of stockholders. The Class B Common Stock is held exclusively by the Company's two co-founders.
Founder Holdings of Class B Common Stock:
Post-IPO Voting Power Analysis. Following the completion of the IPO (assuming the sale of 12,941,176 primary shares and 3,500,000 secondary shares at the base offering amount, and excluding the overallotment option), the estimated post-IPO Class A shares outstanding will be approximately 102,641,176 shares, representing 102,641,176 votes. Combined with the 285,000,000 votes attributable to the Class B Common Stock held by the co-founders, the total estimated post-IPO voting power will be approximately 387,641,176 votes. Accordingly, the co-founders will collectively control approximately 73.5% of the total voting power of the Company following the IPO (calculated as 285,000,000 ÷ 387,641,176 ≈ 73.5%).
Sunset Provision. The Class B Common Stock is subject to an automatic conversion feature pursuant to which each outstanding share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon the earliest to occur of the following events:
(i) the seventh (7th) anniversary of the closing of the IPO;
(ii) any transfer of shares of Class B Common Stock by the holder thereof to any person or entity that is not a "permitted transferee" as defined in the Company's Amended and Restated Certificate of Incorporation (generally limited to the co-founders, their immediate family members, and trusts established for the benefit of such persons); or
(iii) the date on which the co-founders (Priya Subramanian and Marcus Henley) collectively hold fewer than ten percent (10%) of the total shares of common stock of the Company then outstanding (calculated on a combined Class A and Class B basis).
Note to Presenters: Be prepared to discuss the governance implications of the dual-class stock structure, including the Company's eligibility to rely on the controlled company exemption under the Nasdaq listing rules (which permits the Company to opt out of certain corporate governance requirements, including the requirements that a majority of the Board be composed of independent directors and that the compensation and nominating committees be composed entirely of independent directors). Presenters should also be prepared to discuss the investor protections provided by the sunset provision and any other governance safeguards described in the Registration Statement.
Section 7: Competitive Positioning and Growth Strategy
Market Opportunity. The Company operates at the intersection of several large and rapidly growing market segments, including AI-driven compliance and risk management, fraud detection and prevention, regulatory reporting automation, and real-time financial data analytics. Financial institutions worldwide are facing increasing regulatory requirements, growing volumes of digital transactions, and escalating threats from sophisticated fraud schemes. These trends are driving sustained demand for advanced analytics and compliance solutions of the type offered by Lumos.
Competitive Advantages. The Company believes that it possesses several durable competitive advantages that differentiate it from both established enterprise software providers and emerging fintech competitors:
• Proprietary AI/ML Technology: The Company's portfolio of 14 issued U.S. utility patents and 7 pending patent applications protects its core machine learning algorithms and real-time transaction scoring methodologies, providing a meaningful barrier to entry and competitive differentiation.
• High-Volume Transaction Processing Capability: The Lumos platform is engineered to process over 2 billion transactions per month at scale, with low-latency performance suitable for real-time fraud detection and compliance monitoring.
• Deep Integrations with Financial Institution Core Systems: The Company's DataBridge API suite and pre-built connectors enable rapid deployment and tight integration with the core banking, payment processing, and capital markets systems used by the Company's enterprise customers, reducing implementation risk and increasing switching costs.
• Regulatory Domain Expertise: The Company's RegConnect module reflects deep expertise in the regulatory requirements applicable to financial institutions across multiple jurisdictions, including the United States, the European Union, the United Kingdom, and the Asia-Pacific region.
Strategic Partnerships. The Company entered into a strategic partnership agreement with Nordwell Financial Technologies Inc. on March 30, 2021, for the co-development and distribution of embedded analytics capabilities. Under this agreement, Nordwell integrates elements of the Lumos analytics engine into its suite of banking technology solutions, expanding the Company's distribution footprint and enabling access to Nordwell's extensive base of financial institution customers.
Infrastructure. The Company's platform is hosted on a cloud infrastructure provided by Brindoval Data Centers LLC pursuant to a Master Cloud Services Agreement dated January 15, 2021. The agreement has a five-year initial term and involves an annual commitment of approximately $8.2 million. The Brindoval infrastructure provides the Company with the scalability, reliability, and geographic redundancy required to serve its global enterprise customer base.
Growth Levers. The Company's growth strategy is centered on the following key initiatives:
• Customer Acquisition: Expand the Company's customer base beyond its current approximately 340 enterprise customers by investing in sales and marketing, building out the Company's direct sales force, and leveraging channel partnerships such as the Nordwell relationship.
• upsell and Cross-Sell: Increase ARR per customer by driving adoption of additional product modules (FraudLens, RegConnect, DataBridge API suite) within the Company's existing customer base.
• International Expansion: Extend the Company's geographic reach into new markets, with a particular focus on Europe and the Asia-Pacific region, where demand for AI-driven compliance and analytics solutions is accelerating.
• Strategic Acquisitions: Selectively pursue acquisitions of complementary businesses, technologies, or teams that can accelerate the Company's product roadmap, expand its customer base, or deepen its domain expertise.
Path to Profitability. The Company believes that its business model is well-positioned to achieve profitability as it continues to scale ARR. The Company's gross margin of 72.3% in FY 2021 demonstrates strong unit economics, and the Company expects operating leverage to improve as ARR growth outpaces the growth in the Company's fixed cost base, particularly in areas such as research and development and general and administrative expenses.
Section 8: Key Risk Factors (Summary)
The following is a summary of certain key risk factors associated with an investment in the Company's Class A Common Stock. This summary is not exhaustive and is provided solely for the convenience of participants in this testing-the-waters meeting. Investors are strongly directed to the "Risk Factors" section of the preliminary prospectus included in the Registration Statement (SEC File Number 333-264518) for a complete and detailed discussion of the risks and uncertainties relating to the Company's business, financial condition, results of operations, and the proposed offering.
• History of Net Losses. The Company has incurred significant net losses since its inception, including net losses of $(41.2) million in FY 2021 and $(52.8) million in FY 2020. The Company may not achieve or maintain profitability in the future, and the Company expects its operating expenses to increase in the near term as it continues to invest in growth.
• Customer Concentration Risk. The Company's top 10 customers by ARR represented approximately 34% of total ARR as of December 31, 2021. The loss of, or a significant reduction in revenue from, one or more of the Company's largest customers could materially and adversely affect the Company's business, revenue, and operating results.
• Dual-Class Stock Structure. The Company's dual-class stock structure concentrates voting power in the Company's two co-founders, who will collectively control approximately 73.5% of the total voting power of the Company following the IPO. This concentration of control may limit the ability of other stockholders to influence corporate matters and could have the effect of delaying, deferring, or preventing a change of control of the Company.
• Regulatory Risk. The Company's customers operate in heavily regulated industries, and the Company's products are subject to evolving regulatory requirements in the financial services and fintech sectors. Changes in applicable laws, regulations, or regulatory interpretations could require the Company to modify its products, increase its compliance costs, or limit its growth opportunities.
• Competition. The markets in which the Company competes are highly competitive and subject to rapid technological change. The Company faces competition from larger enterprise software providers with greater financial and technical resources, as well as from established financial technology companies and emerging startups.
• Key Personnel Dependence. The Company's success depends in significant part on the continued service and contributions of its co-founders, Priya Subramanian and Marcus Henley, and other key members of its management team. The loss of one or both co-founders, or the inability to attract and retain other qualified personnel, could materially and adversely affect the Company's business.
• Cloud Infrastructure Dependence. The Company's platform is dependent on cloud infrastructure services provided by Brindoval Data Centers LLC. Any disruption, degradation, or termination of the Company's relationship with Brindoval, or any significant outage or performance failure of the Brindoval infrastructure, could adversely affect the Company's ability to deliver its products and services to its customers.
• Market Conditions and Macroeconomic Uncertainty. The IPO and the Company's post-IPO stock price may be adversely affected by general market conditions, macroeconomic uncertainty, geopolitical events, rising interest rates, inflationary pressures, and other factors beyond the Company's control.
Section 9: Lock-Up Arrangements
In connection with the IPO, each of the Company's directors, executive officers, and stockholders holding more than 1% of the Company's outstanding shares will be required to execute lock-up agreements in favor of Pinnacle Securities LLC restricting the sale, transfer, or other disposition of shares of the Company's common stock and securities convertible into or exercisable or exchangeable for common stock for a period of 180 days following the date of the final prospectus relating to the IPO.
The lock-up agreements will contain customary carve-outs, including, without limitation, exceptions for (i) transfers to immediate family members and trusts for estate planning purposes, (ii) charitable gifts, (iii) transfers to affiliates and related entities, and (iv) certain other limited circumstances, in each case subject to the condition that the transferee agrees to be bound by the terms of the lock-up agreement for the remainder of the lock-up period.
Pinnacle Securities LLC, as lead book-running managing underwriter, shall have the sole discretion to release any or all of the shares subject to the lock-up agreements prior to the expiration of the 180-day lock-up period, subject to applicable notice requirements and any other conditions specified in the underwriting agreement.
Section 10: Proposed Timeline (Indicative)
The following timeline is indicative only and is subject to change based on market conditions, SEC review of the Registration Statement, investor feedback, and other factors. No assurance can be given that the IPO will be completed on the schedule set forth below, or at all.
All dates are estimates and are subject to change. The Company and its Underwriters reserve the right to modify the proposed timeline at any time and for any reason, including in response to SEC comments on the Registration Statement, changes in market conditions, or other developments.
CLOSING / WRAP-UP INSTRUCTIONS FOR PRESENTERS
At the conclusion of each TTW meeting, the presenter shall deliver the following statements to all participants:
1. "Thank you for your time today. As a reminder, this meeting has been conducted as a testing-the-waters communication under Section 5(d) of the Securities Act of 1933, as amended."
2. "We are not, and cannot, solicit or accept any orders, indications of interest, or commitments to purchase securities at this time."
3. "Any investment decision regarding the Company's proposed initial public offering should be made solely on the basis of information contained in the preliminary prospectus included in the Company's Registration Statement on Form S-1 (SEC File Number 333-264518; CIK 0001923847), which is available on the SEC's EDGAR website at www.sec.gov."
4. "If you have any follow-up questions, please direct them to Naomi Feinberg, General Counsel of Lumos Analytics Inc., or to Lisa Drummond, Managing Director, Equity Capital Markets, at Pinnacle Securities LLC."
APPENDIX
PRESENTER GUIDELINES AND COMPLIANCE REMINDERS
A. Eligible Participants
All testing-the-waters meetings authorized by the Board of Directors of Lumos Analytics Inc. pursuant to the Unanimous Written Consent dated April 14, 2022, are restricted exclusively to potential investors that are:
(i) Qualified Institutional Buyers ("QIBs") as defined in Rule 144A(a)(1) under the Securities Act of 1933, as amended; or
(ii) Institutions that are accredited investors ("IAIs") as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.
Pinnacle Securities LLC and Whitfield & Company LLC, as the book-running managing underwriters for the proposed IPO, are responsible for confirming the QIB or IAI status of each proposed meeting participant prior to scheduling any TTW meeting. No TTW meeting shall be scheduled or conducted with any person whose QIB or IAI status has not been confirmed in writing by the applicable underwriter.
B. Dos and Don'ts for Presenters
The following guidelines are designed to ensure that all TTW meetings are conducted in full compliance with Section 5(d) of the Securities Act and the compliance guidelines approved by the Board of Directors. All authorized presenters — including Company officers and underwriter representatives — are required to review and acknowledge these guidelines prior to participating in any TTW meeting.
DO:.
• DO stick to the approved TTW Script and talking points at all times. The TTW Script has been carefully reviewed and approved by Calderwood & Harkness LLP and the Board of Directors, and it represents the sole authorized content for TTW meetings.
• DO begin each meeting by reading or summarizing the Required Legal Legend and Disclaimer set forth in the TTW Script, and confirm that all participants understand the nature and limitations of the meeting.
• DO refer all questions that fall beyond the scope of the TTW Script to Calderwood & Harkness LLP (Audrey Zhou, Lead Associate, telephone: (212) 555-2100, email: azhou@calderwoodharkness.com) or to Naomi Feinberg, General Counsel of Lumos Analytics Inc. (telephone: (415) 555-8700, email: nfeinberg@lumosanalytics.com), for guidance before providing any response.
• DO promptly report to Naomi Feinberg any unusual or unexpected questions, requests, or circumstances arising during or after any TTW meeting.
DO NOT:.
• DO NOT distribute, display, email, or otherwise make available any written materials other than the approved TTW Script during or in connection with any TTW meeting. This includes, without limitation, slide decks, financial models, data rooms, fact sheets, press clippings, analyst reports, or supplemental memoranda of any kind.
• DO NOT solicit or accept any indications of interest, orders, or commitments to purchase securities from any meeting participant. If a participant expresses interest in participating in the offering or asks how to place an order, the presenter should respond by stating that no orders or commitments can be solicited or accepted at this time, and that the participant should contact their broker or the Underwriters during the formal offering period.
• DO NOT provide any financial projections, forecasts, or forward-looking statements beyond the information contained in the Registration Statement. If asked about the Company's outlook, targets, or expectations, the presenter should refer the participant to the information contained in the preliminary prospectus.
• DO NOT make any statements that are inconsistent with, or go beyond, the disclosure contained in the Registration Statement. All factual statements made during TTW meetings must be supportable by reference to the information in the Registration Statement and the approved TTW Script.
• DO NOT discuss pricing expectations beyond the disclosed preliminary price range of $16.00 to $18.00 per share. If asked whether the Company or the Underwriters expect the offering to price at the high end, low end, or outside of the range, the presenter should decline to speculate and note that the final pricing will be determined through the book-building process.
• DO NOT make any representations or commitments regarding allocation of shares in the offering. Allocation decisions will be made by the Underwriters in consultation with the Company following the pricing of the offering.
C. Record-Keeping
Naomi Feinberg, in her capacity as General Counsel and Corporate Secretary of the Company, shall maintain a comprehensive and contemporaneous log of all TTW meetings conducted pursuant to the Board's authorization. The log shall include the following information for each meeting:
• Date and time of the meeting
• Location of the meeting (physical address, if in-person) or medium of communication (videoconference platform or telephone)
• Names, titles, and institutional affiliations of all participants from the Company side (including Company officers and underwriter representatives)
• Names, titles, and institutional affiliations of all participants from the investor side
• Summary of the principal topics discussed during the meeting
• Notation of any questions raised by investor participants that could not be addressed within the scope of the approved TTW Script, and any follow-up actions required
Meeting logs shall be provided to Calderwood & Harkness LLP on a weekly rolling basis, with transmission by secure email to Audrey Zhou (azhou@calderwoodharkness.com) and Brendan Walsh (bwalsh@calderwoodharkness.com). Logs should be transmitted each Friday by 5:00 p.m. Eastern Time, covering all meetings conducted during the preceding week.
All records maintained in connection with the TTW program shall be filed and preserved as part of the Calderwood & Harkness LLP matter file (Matter Number 1008-00002). Such records shall be retained for a period of not less than seven (7) years following the closing of the IPO, or such longer period as may be required by applicable law, SEC rules, or the Company's document retention policies.
End of Testing-the-Waters Authorization and Script — Exhibit A to Unanimous Written Consent of the Board of Directors of Lumos Analytics Inc. dated April 14, 2022.
Metric | FY 2021 | FY 2020 | Year-over-Year Change
Total Revenue | $187.4 million | $118.6 million | +58%
Annual Recurring Revenue (ARR) as of December 31 | $206.8 million | $131.2 million | +58%
Gross Margin | 72.3% | 68.1% | +420 bps
Net Loss | $(41.2) million | $(52.8) million | Improved by $11.6M
Adjusted EBITDA (Non-GAAP) | $(18.7) million | $(34.5) million | Improved by $15.8M
Cash and Cash Equivalents (as of December 31) | $94.3 million | $138.7 million | —
Metric | Q1 2022 | Q1 2021 | Year-over-Year Change
Total Revenue | $54.9 million | $39.2 million | +40%
Annual Recurring Revenue (ARR) as of March 31 | $219.5 million | $152.4 million | +44%
Net Loss | $(13.8) million | $(14.1) million | Improved by $0.3M
Round | Date | Amount Raised | Lead Investor(s)
Series A | June 20, 2018 | $18 million | Ridgeline Capital Partners Fund II, L.P.
Series B | September 10, 2019 | $45 million | Arclight Equity Group Fund VII, L.P.
Series C | February 18, 2020 | $72 million | Velthryn Venture Partners Fund IV, L.P. and Arclight Equity Group Fund VII, L.P. (co-led)
Series D | August 24, 2020 | $110 million | Velthryn Venture Partners Fund IV, L.P.
Item | Amount
Gross Proceeds to the Company (at midpoint, primary shares only) | ~$220,000,000
Underwriting discount (6.5% of public offering price) | ~$14,300,000
Net Proceeds to the Company (before expenses) | ~$205,700,000
Estimated Offering Expenses (excluding underwriting discount) | ~$4,800,000
Net Proceeds to the Company (after all expenses) | ~$200,900,000
Holder | Class B Shares | Votes (at 10 votes/share)
Priya Subramanian (CEO & Co-Founder) | 16,500,000 | 165,000,000
Marcus Henley (CTO & Co-Founder) | 12,000,000 | 120,000,000
Total | 28,500,000 | 285,000,000
Milestone | Estimated Date
TTW Meetings Commence | April 18, 2022
Road Show Launch | Late April 2022 (anticipated)
Pricing | May 2022 (anticipated, subject to market conditions)
Closing | T+2 business days following pricing

UNANIMOUS WRITTEN CONSENT IN LIEU OF A SPECIAL MEETING OF THE BOARD OF DIRECTORS OF LUMOS ANALYTICS INC.

PREAMBLE AND RECITALS

RESOLUTIONS

GENERAL PROVISIONS

EXHIBIT A

APPROVED TESTING-THE-WATERS SCRIPT AND TALKING POINTS

REQUIRED LEGAL LEGEND AND DISCLAIMER

CLOSING / WRAP-UP INSTRUCTIONS FOR PRESENTERS

APPENDIX

PRESENTER GUIDELINES AND COMPLIANCE REMINDERS

DO NOT:.

Record

Parties

Dates

Amounts