[sheet: Cover]

[sheet: Cover]
Field | Value
Document Title | Capitalization Table — Pre-Round and Pro Forma
Company | Lumos Analytics Inc.
Prepared By | Calderwood & Harkness LLP
Matter Number | 1008-00003
Initial Date | September 5, 2023
Last Updated | September 29, 2023
Prepared For | Internal Use — SAFE Financing Round
Confidentiality | ATTORNEY-CLIENT PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
Contact — Responsible Partner | Patricia Dunmore, Partner, Calderwood & Harkness LLP
Contact — Billing Partner | George Trujillo, Partner, Calderwood & Harkness LLP
Contact — Lead Associate | Omar Siddiqui, Associate, Calderwood & Harkness LLP
Office Address | 555 California Street, 30th Floor, San Francisco, CA 94104
Company Address | 340 Folsom Street, Suite 1100, San Francisco, CA 94105
Jurisdiction of Incorporation | Delaware
DE Secretary of State File No. | 7394821
EIN | 87-3491026
[sheet: Pre-Round Cap Table]
Category | Holder / Description | Shares / Units | SAFE Amount ($) | Valuation Cap ($) | Ownership % at Conversion | Notes
AUTHORIZED CAPITAL
Authorized Common Stock | Per Certificate of Incorporation | 10,000,000 | Single class of Common Stock
ISSUED & OUTSTANDING COMMON STOCK
Common Stock | Priya Narasimhan — Co-Founder, CEO & President | 4,200,000 | 48.84% | Founder shares
Common Stock | Elliot Marsh — Co-Founder, CTO | 3,800,000 | 44.19% | Founder shares
Common Stock | Danielle Okoye — CFO | 600,000 | 6.98% | Joined March 6, 2023
Subtotal — Issued Common Stock | 8,600,000 | 100.00% | Of outstanding common only
EQUITY INCENTIVE PLAN
2022 Equity Incentive Plan — Total Reserve | 1,200,000 | Adopted 2022
Granted (outstanding options/RSUs) | 480,000
Available for Future Grant | 720,000
OUTSTANDING PRE-SEED SAFEs (August 2022) | Post-money valuation cap: $8,000,000
Pre-Seed SAFE | Ridgeline Angel Fund, L.P. | $500,000 | $8,000,000 | 6.25% | Closed August 10, 2022
Pre-Seed SAFE | Angela Forsythe (Individual Angel) | $300,000 | $8,000,000 | 3.75% | Closed August 10, 2022
Pre-Seed SAFE | Dr. Naveen Iyer (Individual Angel) | $250,000 | $8,000,000 | 3.13% | Closed August 10, 2022
Pre-Seed SAFE | Sylvia Montero (Individual Angel) | $150,000 | $8,000,000 | 1.88% | Closed August 10, 2022
Subtotal — Pre-Seed SAFEs | $1,200,000 | $8,000,000 | 15.00% | Aggregate ownership at conversion: $1,200,000 ÷ $8,000,000
TOTAL SHARES OUTSTANDING (Common) | 8,600,000 | Excludes SAFE conversion shares and unexercised plan shares
TOTAL FULLY DILUTED (Common + Plan Reserve) | 9,800,000 | 8,600,000 + 1,200,000 plan reserve
[sheet: Pro Forma Cap Table]
Category | Holder / Description | SAFE Purchase Amount ($) | Post-Money Valuation Cap ($) | Pro Forma Ownership % | Notes
PRO FORMA OWNERSHIP — POST-SAFE ROUND | Assumes full $6,800,000 raise; post-money valuation cap $28,000,000; no discount
NEW ROUND SAFEs (2023)
SAFE — Lead Investor | Vantage Peak Ventures Fund II, L.P. | $3,500,000 | $28,000,000 | 12.50% | Executed September 12, 2023; funded
SAFE — Follow-On Investor | Ridgeline Angel Fund, L.P. | $1,200,000 | $28,000,000 | 4.29% | Executed September 22, 2023; funded
SAFE — Co-Investor | Canopy Growth Capital LLC | $1,100,000 | $28,000,000 | 3.93% | Executed September 29, 2023; funded
SAFE — Co-Investor | Atlas Fintech Syndicate, L.P. | $1,000,000 | $28,000,000 | 3.57% | Term sheet signed October 4, 2023; SAFE not yet executed as of update date
Subtotal — New Round SAFEs | $6,800,000 | $28,000,000 | 24.29% | $6,800,000 ÷ $28,000,000
OUTSTANDING PRE-SEED SAFEs (August 2022)
Pre-Seed SAFE | Ridgeline Angel Fund, L.P. | $500,000 | $8,000,000 | 6.25% | Remains outstanding; separate cap
Pre-Seed SAFE | Angela Forsythe | $300,000 | $8,000,000 | 3.75%
Pre-Seed SAFE | Dr. Naveen Iyer | $250,000 | $8,000,000 | 3.13%
Pre-Seed SAFE | Sylvia Montero | $150,000 | $8,000,000 | 1.88%
Subtotal — Pre-Seed SAFEs | $1,200,000 | $8,000,000 | 15.00%
EXISTING EQUITY (Common Stock + Plan)
Common Stock — Founders & Officers | See Pre-Round Cap Table | 8,600,000 shares issued
2022 Equity Incentive Plan Reserve | 1,200,000 shares (480,000 granted; 720,000 available)
NOTES & ASSUMPTIONS
Note 1 | All new round SAFEs carry identical terms: post-money valuation cap of $28,000,000, no discount, MFN provision, Delaware governing law
Note 2 | Pro forma ownership percentages for new round SAFEs calculated as: Purchase Amount ÷ Post-Money Valuation Cap
Note 3 | Pre-seed SAFE conversion is governed by the $8,000,000 post-money valuation cap from the August 2022 round and is independent of the current round terms
Note 4 | Atlas Fintech Syndicate, L.P. — term sheet signed; SAFE execution pending as of September 29, 2023 update
Note 5 | Conversion events for all SAFEs: Equity Financing (minimum $1,000,000 aggregate), Liquidity Event, Dissolution Event
Note 6 | Ridgeline Angel Fund, L.P. participates in both the pre-seed ($500,000 at $8M cap) and this round ($1,200,000 at $28M cap)
[sheet: Funding Summary]
Investor | Investor Type | Committed Amount ($) | Term Sheet Date | SAFE Execution Date | Funding Date | Amount Funded ($) | Status | Counsel
Vantage Peak Ventures Fund II, L.P. | Lead Investor | $3,500,000 | 2023-09-01 | 2023-09-12 | 2023-09-12 | $3,500,000 | Funded | Whitfield Harte & Associates LLP
Ridgeline Angel Fund, L.P. | Follow-On / Existing Investor | $1,200,000 | 2023-09-15 | 2023-09-22 | 2023-09-22 | $1,200,000 | Funded | N/A
Canopy Growth Capital LLC | Co-Investor | $1,100,000 | 2023-09-25 | 2023-09-29 | 2023-09-29 | $1,100,000 | Funded | N/A
Atlas Fintech Syndicate, L.P. | Co-Investor | $1,000,000 | 2023-10-04 | — | — | $0 | Term Sheet Signed; SAFE Pending | N/A
TOTAL | $6,800,000 | $5,800,000
[sheet: Key Terms Summary]
Term | Detail
Issuer | Lumos Analytics Inc.
Jurisdiction of Incorporation | Delaware
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
Instrument | Post-Money SAFE (YC standard form, modified)
Total Round Target | $6,800,000
Post-Money Valuation Cap | $28,000,000
Discount Rate | None
MFN Provision | Yes — in favor of each SAFE holder
Pro Rata Rights Side Letter | Granted to Vantage Peak Ventures Fund II, L.P.
Conversion Events | Equity Financing (min. $1,000,000 aggregate), Liquidity Event, Dissolution Event
Governing Law | Delaware
Authorized Common Stock | 10,000,000 shares
Issued & Outstanding Common Stock | 8,600,000 shares
Equity Plan Reserve | 1,200,000 shares (480,000 granted; 720,000 available)
Pre-Seed SAFE Outstanding | $1,200,000 aggregate at $8,000,000 post-money cap (August 2022)
Board of Directors | Priya Narasimhan (Chair), Elliot Marsh, Kenji Watanabe (Independent)
CEO | Priya Narasimhan
CTO | Elliot Marsh
CFO | Danielle Okoye
Issuer's Counsel | Calderwood & Harkness LLP
Lead Investor's Counsel | Whitfield Harte & Associates LLP
Company Auditor / Tax Advisor | Ashgrove Equity Partners Accounting Group LLP
Company Bank | Silicon Valley Commerce Bank
U.S. Provisional Patent Application | No. 63/987,214 (filed June 15, 2023)
Monthly Recurring Revenue (July 2023) | ~$38,000
Monthly Burn Rate (Q3 2023) | ~$95,000
Pre-Round Operating Cash | ~$420,000
SVCB Revolving Credit Line | $200,000 ($0 drawn as of August 2023)
Employees (August 2023) | 14 full-time
Date of Incorporation | January 14, 2022
Board Authorization Date (SAFE Round) | August 30, 2023