[sheet: Summary]

[sheet: Summary]
Item | Detail
Company | Lumos Analytics Inc.
Entity Type | C-corporation
Jurisdiction of Incorporation | Delaware
Date of Incorporation | January 14, 2022
DE Secretary of State File No. | 7394821
EIN | 87-3491026
Headquarters | 340 Folsom Street, Suite 1100, San Francisco, CA 94105
Registered Agent (DE) | CT Cascade Systems, 1209 Orange Street, Wilmington, DE 19801
Prepared By | Calderwood & Harkness LLP
C&H Matter No. | 1008-00003
Date Prepared | October 30, 2023
Status | Post-Termination of SAFE Financing Round
Authorized Common Stock | 10,000,000 shares
Issued and Outstanding Common Stock | 8,600,000 shares
Unissued / Available Common Stock | 1,400,000 shares
Equity Incentive Plan Reserve | 1,200,000 shares
  — Granted (Outstanding Options/RSAs) | 480,000 shares
  — Available for Future Grant | 720,000 shares
Outstanding Pre-Seed SAFEs (Aggregate) | $1,200,000
Pre-Seed SAFE Valuation Cap | $8,000,000
Pro Forma Pre-Seed SAFE Ownership at Conversion | 15.00%
Terminated Round SAFEs | $5,800,000 (all terminated and cancelled as of Oct 27, 2023)
Notes | All SAFEs from the 2023 SAFE financing round ($6,800,000 target) have been terminated pursuant to Mutual Termination & Release Agreements dated October 27, 2023. Full refunds of $5,800,000 were confirmed received by investors on October 30, 2023. Atlas Fintech Syndicate, L.P. SAFE was never executed; no funds were transferred.
[sheet: Common Stock]
Holder Name | Title / Role | Shares Held | % of Issued & Outstanding | % Fully Diluted | Notes
Priya Narasimhan | Co-Founder, CEO & President | 4200000 | 48.84% | 40.78% | Founder shares
Elliot Marsh | Co-Founder, CTO | 3800000 | 44.19% | 36.89% | Founder shares
Danielle Okoye | CFO | 600000 | 6.98% | 5.83% | Joined March 6, 2023
Total Issued & Outstanding | 8600000 | 100.00% | 83.50%
Authorized Common Stock | 10000000
Unissued Shares | 1400000 | Includes 1,200,000 reserved under 2022 Equity Incentive Plan
[sheet: Equity Incentive Plan]
Category | Shares | % of Authorized | Notes
Total Plan Reserve (2022 Equity Incentive Plan) | 1200000 | 12.00% | Adopted upon incorporation
Granted (Outstanding Options / Restricted Stock Awards) | 480000 | 4.80% | Grants to employees and advisors
Available for Future Grant | 720000 | 7.20%
Note: No options were exercised and no new grants were made during the SAFE round period (Aug–Oct 2023).
[sheet: Outstanding SAFEs]
Investor Name | Entity Type | SAFE Date | Purchase Amount | Post-Money Valuation Cap | Discount Rate | Pro Forma Ownership at Conversion | Status | Notes
Ridgeline Angel Fund, L.P. | Delaware LP | August 10, 2022 | $500,000 | $8,000,000 | None | 6.25% | Outstanding | Pre-seed round; Ridgeline's separate 2023 SAFE ($1,200,000) was terminated Oct 27, 2023 and refunded; this pre-seed SAFE remains in full force and effect per the Mutual Termination & Release Agreement
Angela Forsythe | Individual | August 10, 2022 | $300,000 | $8,000,000 | None | 3.75% | Outstanding | Individual angel investor
Dr. Naveen Iyer | Individual | August 10, 2022 | $250,000 | $8,000,000 | None | 3.13% | Outstanding | Individual angel investor
Sylvia Montero | Individual | August 10, 2022 | $150,000 | $8,000,000 | None | 1.88% | Outstanding | Individual angel investor
Total Outstanding Pre-Seed SAFEs | $1,200,000 | 15.00%
[sheet: Terminated SAFEs]
Investor Name | Entity Type | SAFE Execution Date | Purchase Amount | Post-Money Valuation Cap | Discount Rate | Amount Funded | Withdrawal / Termination Request Date | Termination Agreement Date | Refund Amount | Refund Confirmed | Status
Vantage Peak Ventures Fund II, L.P. | Delaware LP | September 12, 2023 | $3,500,000 | $28,000,000 | None | $3,500,000 | October 18, 2023 | October 27, 2023 | $3,500,000 | October 30, 2023 | Terminated — Full refund, no interest or penalties
Ridgeline Angel Fund, L.P. | Delaware LP | September 22, 2023 | $1,200,000 | $28,000,000 | None | $1,200,000 | October 22, 2023 | October 27, 2023 | $1,200,000 | October 30, 2023 | Terminated — Full refund, no interest or penalties; pre-seed SAFE ($500K) unaffected
Canopy Growth Capital LLC | Delaware LLC | September 29, 2023 | $1,100,000 | $28,000,000 | None | $1,100,000 | October 23, 2023 | October 27, 2023 | $1,100,000 | October 30, 2023 | Terminated — Full refund, no interest or penalties
Atlas Fintech Syndicate, L.P. | Delaware LP | N/A — Never executed | $1,000,000 | $28,000,000 | None | $0 | October 20, 2023 | N/A | $0 | N/A | Withdrew interest; term sheet signed Oct 4, 2023 but SAFE never executed; no funds transferred
Total | $6,800,000 | $5,800,000 | $5,800,000
[sheet: Fully Diluted Analysis]
Category | Holder / Instrument | Shares or Equivalent | % Fully Diluted | Notes
Common Stock | Priya Narasimhan | 4200000 | 40.86% | Co-Founder, CEO & President
Common Stock | Elliot Marsh | 3800000 | 36.96% | Co-Founder, CTO
Common Stock | Danielle Okoye | 600000 | 5.84% | CFO
Subtotal — Common Stock | 8600000 | 83.66%
Equity Plan — Granted | Employee/Advisor Grants | 480000 | 4.67% | Outstanding under 2022 Equity Incentive Plan
Pre-Seed SAFEs (as-converted) | Ridgeline Angel Fund, L.P. | 500000 | 4.86% | $500,000 ÷ $8,000,000 × implied share count; shown as illustrative shares based on $8M cap
Pre-Seed SAFEs (as-converted) | Angela Forsythe | 300000 | 2.92% | $300,000 ÷ $8,000,000 × implied share count
Pre-Seed SAFEs (as-converted) | Dr. Naveen Iyer | 250000 | 2.43% | $250,000 ÷ $8,000,000 × implied share count
Pre-Seed SAFEs (as-converted) | Sylvia Montero | 150000 | 1.46% | $150,000 ÷ $8,000,000 × implied share count
Subtotal — Pre-Seed SAFEs | 1200000 | 11.67% | Illustrative conversion at $8M cap; actual conversion shares depend on equity financing price
Equity Plan — Available (Ungranted) | Reserved Pool | 720000 | N/A | Not included in fully diluted count until granted; shown for reference
Total Fully Diluted (excl. available pool) | 10280000 | 100.00% | Common Stock + Granted Options + Pre-Seed SAFE Conversion Shares
Total Fully Diluted (incl. available pool) | 11000000 | 100.00% | Including ungranted equity plan reserve