legal-opinion-letter.docx

1013-00003 · Calderwood & Harkness LLP · Closing

legal-opinion-letter.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP 555 Mission Street, Suite 3200 San Francisco, CA 94105 Telephone: (415) 528-7000 Facsimile: (415) 528-7001 www.calderwoodharkness.com

September 12, 2025

Dr. Lena Vasquez, Ph.D. 2288 La Jolla Scenic Drive La Jolla, CA 92037

Dr. Franklin Osei, Ph.D. 815 Prospect Street, Unit 4A La Jolla, CA 92037

James Calloway 390 Park Avenue, 18th Floor New York, NY 10022

Stonebridge Capital Partners Fund III, L.P. 390 Park Avenue, 18th Floor New York, NY 10022

Re: Legal Opinion — Note Purchase Agreement dated September 12, 2025, among Genome Dx Therapeutics Inc. and the Purchasers named therein — Issuance and Sale of Convertible Promissory Notes in an Aggregate Principal Amount of $8,000,000

Ladies and Gentlemen:

We have acted as counsel to Genome Dx Therapeutics Inc., a Delaware corporation (the "Company"), in connection with the Note Purchase Agreement dated as of September 12, 2025 (the "Agreement"), by and among the Company and each of the purchasers listed on the Schedule of Purchasers attached to the Agreement as Exhibit B (each a "Purchaser" and collectively, the "Purchasers"). Pursuant to the Agreement, the Company is issuing and selling to the Purchasers Convertible Promissory Notes in an aggregate principal amount of Eight Million Dollars ($8,000,000) (the "Notes"). The Notes bear interest at a rate of 7.00% per annum and mature on March 12, 2027 (the "Maturity Date"). The Notes are convertible into shares of Preferred Stock of the Company upon the terms and conditions set forth therein, including upon the occurrence of a Qualified Financing or, in the absence thereof, at the Maturity Date.

This opinion letter is delivered to you pursuant to Section 6.3 of the Agreement as a condition precedent to the obligation of the Purchasers to consummate the closing of the transactions contemplated by the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement or the Notes, as applicable, unless the context requires otherwise.

1. Defined Terms and Document References

As used in this opinion letter, the following terms shall have the meanings set forth below:

"Agreement" means the Note Purchase Agreement dated as of September 12, 2025, by and among the Company and the Purchasers, including all exhibits and schedules attached thereto.

"Notes" means the Convertible Promissory Notes issued by the Company to each Purchaser pursuant to the Agreement in the following respective principal amounts:

"Conversion Shares" means the shares of Preferred Stock of the Company issuable upon conversion of the Notes in accordance with their terms, including shares of the series of Preferred Stock sold in a Qualified Financing (as defined in the Notes) or, in the absence of a Qualified Financing by the Maturity Date, shares of Series B-1 Preferred Stock of the Company.

"Charter" means the Company's Certificate of Incorporation, as amended, restated, or otherwise modified and currently in effect, as filed with the Secretary of State of the State of Delaware.

"Bylaws" means the Company's Bylaws, as amended, restated, or otherwise modified and currently in effect.

"Transaction Documents" means, collectively, the Agreement and the Notes.

In connection with this opinion, we have also reviewed and considered the Schedule of Purchasers attached to the Agreement as Exhibit B and the form of Convertible Promissory Note attached to the Agreement as Exhibit A.

2. Documents and Items Examined

In connection with rendering the opinions set forth herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents and items:

(i) The Note Purchase Agreement dated as of September 12, 2025, by and among the Company and the Purchasers, including all exhibits and schedules attached thereto;

(ii) The form of Convertible Promissory Note attached to the Agreement as Exhibit A, together with executed copies of each Convertible Promissory Note issued to the respective Purchasers;

(iii) The Certificate of Incorporation of the Company, as amended, as filed with the Secretary of State of the State of Delaware, including all certificates of amendment, certificates of designation, and certificates of correction filed in connection therewith;

(iv) The Bylaws of the Company, as amended and currently in effect;

(v) The Action by Written Consent of the Board of Directors of the Company dated September 11, 2025 (the "Board Consent"), approving the execution, delivery, and performance by the Company of the Agreement, the issuance of the Notes, and the consummation of the transactions contemplated by the Agreement, which Board Consent reflects approval by the disinterested directors of the Board of Directors, namely Nadia Chowdhury and Dr. Renata Moss, with Dr. Lena Vasquez, Dr. Franklin Osei, and James Calloway each having recused themselves from the deliberation and vote as interested parties in such transactions;

(vi) The Written Consent of holders of a majority of the outstanding shares of Series B Preferred Stock of the Company dated September 10, 2025, executed by Stonebridge Capital Partners Fund III, L.P. (holding 18,900,000 shares of Series B Preferred Stock, representing approximately 60.2% of the outstanding shares of Series B Preferred Stock), consenting to the incurrence by the Company of indebtedness in an aggregate principal amount in excess of $2,000,000 as required pursuant to Section 4.7(b) of the Investor Rights Agreement dated as of August 15, 2023, by and among the Company and the investors party thereto (the "Series B IRA");

(vii) The Written Consent of holders of a majority of the outstanding shares of Series A Preferred Stock of the Company dated September 10, 2025, executed by Whitepine Ventures Fund II, L.P. (holding 15,800,000 shares of Series A Preferred Stock, representing approximately 69.9% of the outstanding shares of Series A Preferred Stock), consenting to the incurrence by the Company of indebtedness in an aggregate principal amount in excess of $5,000,000 as required pursuant to Section 4.5(c) of the Investor Rights Agreement dated as of March 22, 2021, by and among the Company and the investors party thereto (the "Series A IRA");

(viii) A certificate of good standing for the Company issued by the Secretary of State of the State of Delaware, dated on or about September 12, 2025 (the "Good Standing Certificate");

(ix) The Secretary's Certificate of the Company dated September 12, 2025, executed by Priya Raghavan, General Counsel and Assistant Secretary of the Company (the "Secretary's Certificate"), certifying as to the incumbency and specimen signatures of the authorized officers of the Company, including Marcus Eaton, Chief Financial Officer, and Priya Raghavan, General Counsel, and attaching thereto true, correct, and complete copies of the Charter, the Bylaws, and the Board Consent;

(x) The Investor Rights Agreement dated as of March 22, 2021, by and among the Company and the investors party thereto (the "Series A IRA");

(xi) The Investor Rights Agreement dated as of August 15, 2023, by and among the Company and the investors party thereto (the "Series B IRA"); and

(xii) Such other documents, records, certificates, and instruments as we have deemed necessary or appropriate for the purposes of rendering the opinions expressed herein.

We have also reviewed such matters of law as we have considered necessary or appropriate for the purposes of this opinion letter.

3. Assumptions

In rendering the opinions set forth below, we have, with your consent and without independent investigation or verification, assumed the following:

(a) All signatures on the documents we have examined are genuine, all natural persons who have executed documents have the legal capacity to do so, all documents submitted to us as originals are authentic, and all documents submitted to us as copies conform in all material respects to the originals thereof.

(b) Each party to the Transaction Documents (other than the Company) has the requisite legal capacity, power, and authority to execute, deliver, and perform its obligations under the Transaction Documents, and each such party has duly authorized, executed, and delivered the Transaction Documents to which it is a party.

(c) The Transaction Documents have been duly authorized, executed, and delivered by each party thereto other than the Company, and constitute valid and binding obligations of each such party, enforceable against such party in accordance with their respective terms.

(d) Each Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), as represented by each Purchaser in Section 3.2 of the Agreement.

(e) No general solicitation or general advertising (as such terms are used in Regulation D promulgated under the Securities Act) was used by the Company or any person acting on its behalf in connection with the offer, sale, or issuance of the Notes, and the offer and sale of the Notes were conducted in a manner consistent with the requirements of Rule 506(b) of Regulation D.

(f) All factual matters, representations, warranties, and statements set forth in the certificates, documents, and instruments we have examined (including the Secretary's Certificate, the Good Standing Certificate, and the representations and warranties of the Company and the Purchasers set forth in the Agreement) are true, correct, and complete as of the date hereof, and no material facts have been withheld from us.

(g) The Board Consent accurately reflects the actions duly taken by the Board of Directors of the Company, including the proper recusal of Dr. Lena Vasquez, Dr. Franklin Osei, and James Calloway as interested parties, and that the remaining disinterested directors, Nadia Chowdhury and Dr. Renata Moss, constituted a quorum of disinterested directors sufficient under the Charter, the Bylaws, and the DGCL to approve the transactions contemplated by the Agreement.

(h) The authorized and outstanding capitalization of the Company is as represented in the Agreement and the Secretary's Certificate, and no changes thereto have occurred between the dates of such representations and the date hereof.

(i) The Company has received, or will receive contemporaneously with the closing, the aggregate purchase price for the Notes in immediately available funds.

(j) There are no agreements, instruments, or other documents to which the Company is a party or by which it is bound, other than those that have been identified to us and that we have reviewed in connection with this opinion, that would be violated or breached by, or under which a default would arise as a result of, the execution, delivery, and performance by the Company of the Transaction Documents or the consummation of the transactions contemplated thereby.

4. Opinions

Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section 5 below, we are of the opinion that:

4.1 Due Incorporation, Valid Existence, and Good Standing

Genome Dx Therapeutics Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. In rendering this opinion, we have relied upon the Good Standing Certificate issued by the Secretary of State of the State of Delaware dated on or about September 12, 2025, and our review of the Certificate of Incorporation of the Company, as amended, and all amendments thereto filed with the Secretary of State of the State of Delaware. We note that the Good Standing Certificate confirms that the Company has filed all required annual reports and paid all franchise taxes due and owing to the State of Delaware as of the date thereof.

4.2 Corporate Power and Authority

The Company has all requisite corporate power and authority under the DGCL, the Charter, and the Bylaws to execute, deliver, and perform its obligations under the Note Purchase Agreement and each of the Convertible Promissory Notes and to consummate the transactions contemplated thereby, including the issuance and sale of the Notes to the Purchasers. The execution, delivery, and performance of the Transaction Documents by the Company, and the issuance and sale of the Notes, have been duly authorized by all necessary corporate action on the part of the Company, including the Board Consent dated September 11, 2025, adopted by the disinterested directors of the Board of Directors of the Company, in accordance with the Charter, the Bylaws, and the DGCL. No further corporate action on the part of the Company or its stockholders is required in connection with the execution, delivery, and performance of the Transaction Documents or the issuance and sale of the Notes.

4.3 Due Authorization, Execution, and Delivery; Enforceability

The Note Purchase Agreement and each of the Convertible Promissory Notes have been duly authorized, executed, and delivered by the Company. Each of the Transaction Documents constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its respective terms, subject, however, to the Enforceability Exceptions set forth in Section 5.1 below.

4.4 No Violation

The execution, delivery, and performance by the Company of the Transaction Documents, and the issuance and sale of the Notes to the Purchasers pursuant to the Agreement, do not and will not:

(a) violate or conflict with any provision of the Company's Certificate of Incorporation, as amended, or the Company's Bylaws, as amended;

(b) violate, contravene, or conflict with any applicable law, rule, or regulation of the State of Delaware or the General Corporation Law of the State of Delaware (the "DGCL") applicable to the Company or the transactions contemplated by the Transaction Documents; or

(c) result in a breach of, constitute a default or an event of default under, or give rise to any right of termination, cancellation, or acceleration under, any agreement or instrument to which the Company is a party and that has been identified to us and reviewed by us in connection with this opinion, including the Series A IRA dated March 22, 2021, and the Series B IRA dated August 15, 2023 (in each case, after giving effect to the written consents obtained from Stonebridge Capital Partners Fund III, L.P. with respect to the indebtedness consent required under the Series B IRA and from Whitepine Ventures Fund II, L.P. with respect to the indebtedness consent required under the Series A IRA, as described in items (vi) and (vii) of Section 2 above).

We note that, under the DGCL, no stockholder approval is required in connection with the issuance of the Notes as debt instruments of the Company, and accordingly no such approval was sought or obtained.

4.5 Securities Law Exemption

The offer and sale of the Notes to the Purchasers are exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder. In rendering this opinion, we have relied upon (i) the representations and warranties of each Purchaser set forth in Article III of the Agreement, including the representation that each Purchaser is an "accredited investor" as defined in Rule 501(a) of Regulation D, (ii) the fact that the Notes are being offered and sold to a limited number of purchasers consisting of four accredited investors, (iii) the absence of general solicitation or general advertising in connection with the offer and sale of the Notes, and (iv) the representations of the Company regarding the manner in which the offering was conducted.

4.6 Valid Reservation and Issuance of Conversion Shares

The shares of Preferred Stock issuable upon conversion of the Notes (the "Conversion Shares") have been duly reserved for issuance upon conversion of the Notes in accordance with the terms of the Notes and the Agreement. When issued upon conversion of the Notes in accordance with such terms, including upon automatic conversion in connection with a Qualified Financing (defined in the Notes as an equity financing yielding aggregate gross proceeds to the Company of at least $25,000,000, excluding conversion of the Notes) or upon optional conversion at the Maturity Date into shares of Series B-1 Preferred Stock, the Conversion Shares will be validly issued, fully paid, and non-assessable.

By way of illustration, at the cap price of approximately $0.8422 per share (based on the $95,000,000 pre-money valuation cap set forth in the Notes divided by approximately 112,800,000 fully diluted shares of the Company as of the date hereof), the Notes (assuming an aggregate principal amount of $8,000,000 together with accrued and unpaid interest thereon at a rate of 7.00% per annum through the Maturity Date of March 12, 2027, totaling approximately $8,840,000) would convert into approximately 10,496,319 shares of Preferred Stock. The foregoing illustration is provided for informational purposes only and does not constitute an opinion as to the actual number of Conversion Shares that may be issued upon conversion, which will depend upon the applicable conversion price determined in accordance with the terms of the Notes at the time of conversion.

We note that the issuance of the Conversion Shares will be subject to, and conditioned upon, authorization by the Board of Directors of the Company and, if applicable, the stockholders of the Company, of the creation and designation of the terms, rights, preferences, and privileges of any new series of Preferred Stock into which the Notes may convert, including the filing of a certificate of designation or an amendment to the Charter with the Secretary of State of the State of Delaware establishing such new series. Our opinion as to the valid issuance of the Conversion Shares assumes that all such corporate actions and filings will be duly completed prior to or contemporaneously with the conversion of the Notes.

5. Qualifications and Limitations

The opinions expressed herein are subject to and qualified by the following:

5.1 Enforceability Exceptions

The enforceability opinion set forth in Section 4.3 above is subject to and limited by:

(a) Applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws of general applicability now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally;

(b) General principles of equity, including, without limitation, principles of commercial reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether enforcement is sought in a proceeding in equity or at law; and

(c) The discretion of the court before which any proceeding for enforcement of the Transaction Documents may be brought with respect to the granting of specific performance, injunctive relief, or other equitable remedies.

The qualifications set forth in clauses (a), (b), and (c) above are collectively referred to herein as the "Enforceability Exceptions."

5.2 Scope Limitations

The opinions expressed herein are limited in all respects to the laws of the State of Delaware (including the statutory provisions thereof, the applicable provisions of the Delaware Constitution, and the reported judicial decisions interpreting and construing such laws, including the DGCL) and the federal laws of the United States of America, in each case as currently in effect. We express no opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the State of California, the State of New York, or any other state, territory, or foreign jurisdiction. We express no opinion as to compliance with any state or local "blue sky" or securities laws other than as expressly set forth in Section 4.5 above regarding the federal exemption under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.

We express no opinion with respect to any matter relating to (i) federal, state, local, or foreign tax laws, (ii) federal or state antitrust or competition laws, (iii) environmental laws or regulations, (iv) the Employee Retirement Income Security Act of 1974, as amended, or related provisions of the Internal Revenue Code, (v) patent, trademark, copyright, trade secret, or other intellectual property laws, (vi) health care regulatory laws, including the Federal Food, Drug, and Cosmetic Act, (vii) the Foreign Corrupt Practices Act, (viii) sanctions, export control, or anti-money laundering laws, or (ix) any other specialized area of law not specifically addressed herein.

We express no opinion regarding the financial condition, solvency, creditworthiness, or prospects of the Company, nor as to the adequacy of the consideration received by the Company for the Notes.

5.3 Reliance on Certificates and Representations

In rendering the opinions expressed herein, we have relied upon the representations and warranties of the Company set forth in the Agreement and the Secretary's Certificate, the representations and warranties of the Purchasers set forth in the Agreement, the Good Standing Certificate, and certificates of public officials, in each case without independent investigation or verification of the matters stated therein. We have assumed the accuracy, completeness, and currency of all factual matters set forth in such certificates, representations, and warranties. We have made no independent inquiry into the business, operations, assets, liabilities, or financial condition of the Company, and nothing has come to our attention in the course of our representation that would cause us to question the accuracy of the foregoing assumptions.

5.4 As-of Date Limitation

The opinions expressed herein are rendered solely as of the date hereof. We undertake no obligation, and hereby expressly disclaim any obligation, to update, supplement, revise, or otherwise modify this opinion letter to reflect any events, developments, circumstances, changes in law, or information coming to our attention after the date hereof, regardless of whether any such event, development, or change may affect the opinions expressed herein. This opinion letter speaks only as of its date and should not be relied upon as of any subsequent date.

6. Reliance and Disclosure

This opinion letter is furnished solely for the benefit of the Purchasers identified above in connection with the closing of the transactions contemplated by the Note Purchase Agreement dated as of September 12, 2025, and may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP. This opinion letter may not be quoted in whole or in part, summarized, paraphrased, or excerpted in any document, or filed with or furnished to any governmental agency or regulatory authority, or made available to any other person or entity, without the prior written consent of Calderwood & Harkness LLP.

Notwithstanding the foregoing, Ashford, Blake & Tan LLP, as counsel to the Purchasers, may rely on this opinion letter as if it were an addressee hereof, subject to the same assumptions, qualifications, and limitations set forth herein.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Howard Quinn, Partner

555 Mission Street, Suite 3200 San Francisco, CA 94105

Purchaser	Principal Amount
Dr. Lena Vasquez, Ph.D.	$1,500,000
Dr. Franklin Osei, Ph.D.	$500,000
James Calloway	$1,000,000
Stonebridge Capital Partners Fund III, L.P.	$5,000,000
Total	$8,000,000

CALDERWOOD & HARKNESS LLP 555 Mission Street, Suite 3200 San Francisco, CA 94105 Telephone: (415) 528-7000 Facsimile: (415) 528-7001 www.calderwoodharkness.com
September 12, 2025
Dr. Lena Vasquez, Ph.D. 2288 La Jolla Scenic Drive La Jolla, CA 92037
Dr. Franklin Osei, Ph.D. 815 Prospect Street, Unit 4A La Jolla, CA 92037
James Calloway 390 Park Avenue, 18th Floor New York, NY 10022
Stonebridge Capital Partners Fund III, L.P. 390 Park Avenue, 18th Floor New York, NY 10022
Re: Legal Opinion — Note Purchase Agreement dated September 12, 2025, among Genome Dx Therapeutics Inc. and the Purchasers named therein — Issuance and Sale of Convertible Promissory Notes in an Aggregate Principal Amount of $8,000,000
Ladies and Gentlemen:
We have acted as counsel to Genome Dx Therapeutics Inc., a Delaware corporation (the "Company"), in connection with the Note Purchase Agreement dated as of September 12, 2025 (the "Agreement"), by and among the Company and each of the purchasers listed on the Schedule of Purchasers attached to the Agreement as Exhibit B (each a "Purchaser" and collectively, the "Purchasers"). Pursuant to the Agreement, the Company is issuing and selling to the Purchasers Convertible Promissory Notes in an aggregate principal amount of Eight Million Dollars ($8,000,000) (the "Notes"). The Notes bear interest at a rate of 7.00% per annum and mature on March 12, 2027 (the "Maturity Date"). The Notes are convertible into shares of Preferred Stock of the Company upon the terms and conditions set forth therein, including upon the occurrence of a Qualified Financing or, in the absence thereof, at the Maturity Date.
This opinion letter is delivered to you pursuant to Section 6.3 of the Agreement as a condition precedent to the obligation of the Purchasers to consummate the closing of the transactions contemplated by the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement or the Notes, as applicable, unless the context requires otherwise.
1. Defined Terms and Document References
As used in this opinion letter, the following terms shall have the meanings set forth below:
"Agreement" means the Note Purchase Agreement dated as of September 12, 2025, by and among the Company and the Purchasers, including all exhibits and schedules attached thereto.
"Notes" means the Convertible Promissory Notes issued by the Company to each Purchaser pursuant to the Agreement in the following respective principal amounts:
"Conversion Shares" means the shares of Preferred Stock of the Company issuable upon conversion of the Notes in accordance with their terms, including shares of the series of Preferred Stock sold in a Qualified Financing (as defined in the Notes) or, in the absence of a Qualified Financing by the Maturity Date, shares of Series B-1 Preferred Stock of the Company.
"Charter" means the Company's Certificate of Incorporation, as amended, restated, or otherwise modified and currently in effect, as filed with the Secretary of State of the State of Delaware.
"Bylaws" means the Company's Bylaws, as amended, restated, or otherwise modified and currently in effect.
"Transaction Documents" means, collectively, the Agreement and the Notes.
In connection with this opinion, we have also reviewed and considered the Schedule of Purchasers attached to the Agreement as Exhibit B and the form of Convertible Promissory Note attached to the Agreement as Exhibit A.
2. Documents and Items Examined
In connection with rendering the opinions set forth herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents and items:
(i) The Note Purchase Agreement dated as of September 12, 2025, by and among the Company and the Purchasers, including all exhibits and schedules attached thereto;
(ii) The form of Convertible Promissory Note attached to the Agreement as Exhibit A, together with executed copies of each Convertible Promissory Note issued to the respective Purchasers;
(iii) The Certificate of Incorporation of the Company, as amended, as filed with the Secretary of State of the State of Delaware, including all certificates of amendment, certificates of designation, and certificates of correction filed in connection therewith;
(iv) The Bylaws of the Company, as amended and currently in effect;
(v) The Action by Written Consent of the Board of Directors of the Company dated September 11, 2025 (the "Board Consent"), approving the execution, delivery, and performance by the Company of the Agreement, the issuance of the Notes, and the consummation of the transactions contemplated by the Agreement, which Board Consent reflects approval by the disinterested directors of the Board of Directors, namely Nadia Chowdhury and Dr. Renata Moss, with Dr. Lena Vasquez, Dr. Franklin Osei, and James Calloway each having recused themselves from the deliberation and vote as interested parties in such transactions;
(vi) The Written Consent of holders of a majority of the outstanding shares of Series B Preferred Stock of the Company dated September 10, 2025, executed by Stonebridge Capital Partners Fund III, L.P. (holding 18,900,000 shares of Series B Preferred Stock, representing approximately 60.2% of the outstanding shares of Series B Preferred Stock), consenting to the incurrence by the Company of indebtedness in an aggregate principal amount in excess of $2,000,000 as required pursuant to Section 4.7(b) of the Investor Rights Agreement dated as of August 15, 2023, by and among the Company and the investors party thereto (the "Series B IRA");
(vii) The Written Consent of holders of a majority of the outstanding shares of Series A Preferred Stock of the Company dated September 10, 2025, executed by Whitepine Ventures Fund II, L.P. (holding 15,800,000 shares of Series A Preferred Stock, representing approximately 69.9% of the outstanding shares of Series A Preferred Stock), consenting to the incurrence by the Company of indebtedness in an aggregate principal amount in excess of $5,000,000 as required pursuant to Section 4.5(c) of the Investor Rights Agreement dated as of March 22, 2021, by and among the Company and the investors party thereto (the "Series A IRA");
(viii) A certificate of good standing for the Company issued by the Secretary of State of the State of Delaware, dated on or about September 12, 2025 (the "Good Standing Certificate");
(ix) The Secretary's Certificate of the Company dated September 12, 2025, executed by Priya Raghavan, General Counsel and Assistant Secretary of the Company (the "Secretary's Certificate"), certifying as to the incumbency and specimen signatures of the authorized officers of the Company, including Marcus Eaton, Chief Financial Officer, and Priya Raghavan, General Counsel, and attaching thereto true, correct, and complete copies of the Charter, the Bylaws, and the Board Consent;
(x) The Investor Rights Agreement dated as of March 22, 2021, by and among the Company and the investors party thereto (the "Series A IRA");
(xi) The Investor Rights Agreement dated as of August 15, 2023, by and among the Company and the investors party thereto (the "Series B IRA"); and
(xii) Such other documents, records, certificates, and instruments as we have deemed necessary or appropriate for the purposes of rendering the opinions expressed herein.
We have also reviewed such matters of law as we have considered necessary or appropriate for the purposes of this opinion letter.
3. Assumptions
In rendering the opinions set forth below, we have, with your consent and without independent investigation or verification, assumed the following:
(a) All signatures on the documents we have examined are genuine, all natural persons who have executed documents have the legal capacity to do so, all documents submitted to us as originals are authentic, and all documents submitted to us as copies conform in all material respects to the originals thereof.
(b) Each party to the Transaction Documents (other than the Company) has the requisite legal capacity, power, and authority to execute, deliver, and perform its obligations under the Transaction Documents, and each such party has duly authorized, executed, and delivered the Transaction Documents to which it is a party.
(c) The Transaction Documents have been duly authorized, executed, and delivered by each party thereto other than the Company, and constitute valid and binding obligations of each such party, enforceable against such party in accordance with their respective terms.
(d) Each Purchaser is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), as represented by each Purchaser in Section 3.2 of the Agreement.
(e) No general solicitation or general advertising (as such terms are used in Regulation D promulgated under the Securities Act) was used by the Company or any person acting on its behalf in connection with the offer, sale, or issuance of the Notes, and the offer and sale of the Notes were conducted in a manner consistent with the requirements of Rule 506(b) of Regulation D.
(f) All factual matters, representations, warranties, and statements set forth in the certificates, documents, and instruments we have examined (including the Secretary's Certificate, the Good Standing Certificate, and the representations and warranties of the Company and the Purchasers set forth in the Agreement) are true, correct, and complete as of the date hereof, and no material facts have been withheld from us.
(g) The Board Consent accurately reflects the actions duly taken by the Board of Directors of the Company, including the proper recusal of Dr. Lena Vasquez, Dr. Franklin Osei, and James Calloway as interested parties, and that the remaining disinterested directors, Nadia Chowdhury and Dr. Renata Moss, constituted a quorum of disinterested directors sufficient under the Charter, the Bylaws, and the DGCL to approve the transactions contemplated by the Agreement.
(h) The authorized and outstanding capitalization of the Company is as represented in the Agreement and the Secretary's Certificate, and no changes thereto have occurred between the dates of such representations and the date hereof.
(i) The Company has received, or will receive contemporaneously with the closing, the aggregate purchase price for the Notes in immediately available funds.
(j) There are no agreements, instruments, or other documents to which the Company is a party or by which it is bound, other than those that have been identified to us and that we have reviewed in connection with this opinion, that would be violated or breached by, or under which a default would arise as a result of, the execution, delivery, and performance by the Company of the Transaction Documents or the consummation of the transactions contemplated thereby.
4. Opinions
Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section 5 below, we are of the opinion that:
4.1 Due Incorporation, Valid Existence, and Good Standing
Genome Dx Therapeutics Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. In rendering this opinion, we have relied upon the Good Standing Certificate issued by the Secretary of State of the State of Delaware dated on or about September 12, 2025, and our review of the Certificate of Incorporation of the Company, as amended, and all amendments thereto filed with the Secretary of State of the State of Delaware. We note that the Good Standing Certificate confirms that the Company has filed all required annual reports and paid all franchise taxes due and owing to the State of Delaware as of the date thereof.
4.2 Corporate Power and Authority
The Company has all requisite corporate power and authority under the DGCL, the Charter, and the Bylaws to execute, deliver, and perform its obligations under the Note Purchase Agreement and each of the Convertible Promissory Notes and to consummate the transactions contemplated thereby, including the issuance and sale of the Notes to the Purchasers. The execution, delivery, and performance of the Transaction Documents by the Company, and the issuance and sale of the Notes, have been duly authorized by all necessary corporate action on the part of the Company, including the Board Consent dated September 11, 2025, adopted by the disinterested directors of the Board of Directors of the Company, in accordance with the Charter, the Bylaws, and the DGCL. No further corporate action on the part of the Company or its stockholders is required in connection with the execution, delivery, and performance of the Transaction Documents or the issuance and sale of the Notes.
4.3 Due Authorization, Execution, and Delivery; Enforceability
The Note Purchase Agreement and each of the Convertible Promissory Notes have been duly authorized, executed, and delivered by the Company. Each of the Transaction Documents constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its respective terms, subject, however, to the Enforceability Exceptions set forth in Section 5.1 below.
4.4 No Violation
The execution, delivery, and performance by the Company of the Transaction Documents, and the issuance and sale of the Notes to the Purchasers pursuant to the Agreement, do not and will not:
(a) violate or conflict with any provision of the Company's Certificate of Incorporation, as amended, or the Company's Bylaws, as amended;
(b) violate, contravene, or conflict with any applicable law, rule, or regulation of the State of Delaware or the General Corporation Law of the State of Delaware (the "DGCL") applicable to the Company or the transactions contemplated by the Transaction Documents; or
(c) result in a breach of, constitute a default or an event of default under, or give rise to any right of termination, cancellation, or acceleration under, any agreement or instrument to which the Company is a party and that has been identified to us and reviewed by us in connection with this opinion, including the Series A IRA dated March 22, 2021, and the Series B IRA dated August 15, 2023 (in each case, after giving effect to the written consents obtained from Stonebridge Capital Partners Fund III, L.P. with respect to the indebtedness consent required under the Series B IRA and from Whitepine Ventures Fund II, L.P. with respect to the indebtedness consent required under the Series A IRA, as described in items (vi) and (vii) of Section 2 above).
We note that, under the DGCL, no stockholder approval is required in connection with the issuance of the Notes as debt instruments of the Company, and accordingly no such approval was sought or obtained.
4.5 Securities Law Exemption
The offer and sale of the Notes to the Purchasers are exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder. In rendering this opinion, we have relied upon (i) the representations and warranties of each Purchaser set forth in Article III of the Agreement, including the representation that each Purchaser is an "accredited investor" as defined in Rule 501(a) of Regulation D, (ii) the fact that the Notes are being offered and sold to a limited number of purchasers consisting of four accredited investors, (iii) the absence of general solicitation or general advertising in connection with the offer and sale of the Notes, and (iv) the representations of the Company regarding the manner in which the offering was conducted.
4.6 Valid Reservation and Issuance of Conversion Shares
The shares of Preferred Stock issuable upon conversion of the Notes (the "Conversion Shares") have been duly reserved for issuance upon conversion of the Notes in accordance with the terms of the Notes and the Agreement. When issued upon conversion of the Notes in accordance with such terms, including upon automatic conversion in connection with a Qualified Financing (defined in the Notes as an equity financing yielding aggregate gross proceeds to the Company of at least $25,000,000, excluding conversion of the Notes) or upon optional conversion at the Maturity Date into shares of Series B-1 Preferred Stock, the Conversion Shares will be validly issued, fully paid, and non-assessable.
By way of illustration, at the cap price of approximately $0.8422 per share (based on the $95,000,000 pre-money valuation cap set forth in the Notes divided by approximately 112,800,000 fully diluted shares of the Company as of the date hereof), the Notes (assuming an aggregate principal amount of $8,000,000 together with accrued and unpaid interest thereon at a rate of 7.00% per annum through the Maturity Date of March 12, 2027, totaling approximately $8,840,000) would convert into approximately 10,496,319 shares of Preferred Stock. The foregoing illustration is provided for informational purposes only and does not constitute an opinion as to the actual number of Conversion Shares that may be issued upon conversion, which will depend upon the applicable conversion price determined in accordance with the terms of the Notes at the time of conversion.
We note that the issuance of the Conversion Shares will be subject to, and conditioned upon, authorization by the Board of Directors of the Company and, if applicable, the stockholders of the Company, of the creation and designation of the terms, rights, preferences, and privileges of any new series of Preferred Stock into which the Notes may convert, including the filing of a certificate of designation or an amendment to the Charter with the Secretary of State of the State of Delaware establishing such new series. Our opinion as to the valid issuance of the Conversion Shares assumes that all such corporate actions and filings will be duly completed prior to or contemporaneously with the conversion of the Notes.
5. Qualifications and Limitations
The opinions expressed herein are subject to and qualified by the following:
5.1 Enforceability Exceptions
The enforceability opinion set forth in Section 4.3 above is subject to and limited by:
(a) Applicable bankruptcy, insolvency, reorganization, moratorium, receivership, fraudulent conveyance, fraudulent transfer, preferential transfer, and other similar laws of general applicability now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally;
(b) General principles of equity, including, without limitation, principles of commercial reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether enforcement is sought in a proceeding in equity or at law; and
(c) The discretion of the court before which any proceeding for enforcement of the Transaction Documents may be brought with respect to the granting of specific performance, injunctive relief, or other equitable remedies.
The qualifications set forth in clauses (a), (b), and (c) above are collectively referred to herein as the "Enforceability Exceptions."
5.2 Scope Limitations
The opinions expressed herein are limited in all respects to the laws of the State of Delaware (including the statutory provisions thereof, the applicable provisions of the Delaware Constitution, and the reported judicial decisions interpreting and construing such laws, including the DGCL) and the federal laws of the United States of America, in each case as currently in effect. We express no opinion as to the laws of any other jurisdiction, including, without limitation, the laws of the State of California, the State of New York, or any other state, territory, or foreign jurisdiction. We express no opinion as to compliance with any state or local "blue sky" or securities laws other than as expressly set forth in Section 4.5 above regarding the federal exemption under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D.
We express no opinion with respect to any matter relating to (i) federal, state, local, or foreign tax laws, (ii) federal or state antitrust or competition laws, (iii) environmental laws or regulations, (iv) the Employee Retirement Income Security Act of 1974, as amended, or related provisions of the Internal Revenue Code, (v) patent, trademark, copyright, trade secret, or other intellectual property laws, (vi) health care regulatory laws, including the Federal Food, Drug, and Cosmetic Act, (vii) the Foreign Corrupt Practices Act, (viii) sanctions, export control, or anti-money laundering laws, or (ix) any other specialized area of law not specifically addressed herein.
We express no opinion regarding the financial condition, solvency, creditworthiness, or prospects of the Company, nor as to the adequacy of the consideration received by the Company for the Notes.
5.3 Reliance on Certificates and Representations
In rendering the opinions expressed herein, we have relied upon the representations and warranties of the Company set forth in the Agreement and the Secretary's Certificate, the representations and warranties of the Purchasers set forth in the Agreement, the Good Standing Certificate, and certificates of public officials, in each case without independent investigation or verification of the matters stated therein. We have assumed the accuracy, completeness, and currency of all factual matters set forth in such certificates, representations, and warranties. We have made no independent inquiry into the business, operations, assets, liabilities, or financial condition of the Company, and nothing has come to our attention in the course of our representation that would cause us to question the accuracy of the foregoing assumptions.
5.4 As-of Date Limitation
The opinions expressed herein are rendered solely as of the date hereof. We undertake no obligation, and hereby expressly disclaim any obligation, to update, supplement, revise, or otherwise modify this opinion letter to reflect any events, developments, circumstances, changes in law, or information coming to our attention after the date hereof, regardless of whether any such event, development, or change may affect the opinions expressed herein. This opinion letter speaks only as of its date and should not be relied upon as of any subsequent date.
6. Reliance and Disclosure
This opinion letter is furnished solely for the benefit of the Purchasers identified above in connection with the closing of the transactions contemplated by the Note Purchase Agreement dated as of September 12, 2025, and may not be relied upon by any other person or entity, or for any other purpose, without the prior written consent of Calderwood & Harkness LLP. This opinion letter may not be quoted in whole or in part, summarized, paraphrased, or excerpted in any document, or filed with or furnished to any governmental agency or regulatory authority, or made available to any other person or entity, without the prior written consent of Calderwood & Harkness LLP.
Notwithstanding the foregoing, Ashford, Blake & Tan LLP, as counsel to the Purchasers, may rely on this opinion letter as if it were an addressee hereof, subject to the same assumptions, qualifications, and limitations set forth herein.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Howard Quinn, Partner
555 Mission Street, Suite 3200 San Francisco, CA 94105
Purchaser | Principal Amount
Dr. Lena Vasquez, Ph.D. | $1,500,000
Dr. Franklin Osei, Ph.D. | $500,000
James Calloway | $1,000,000
Stonebridge Capital Partners Fund III, L.P. | $5,000,000
Total | $8,000,000

CALDERWOOD & HARKNESS LLP

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