WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF SERIES B PREFERRED STOCK OF GENOME DX THERAPEUTICS INC.
ACTION BY WRITTEN CONSENT IN LIEU OF A MEETING
Dated: September 10, 2025
The undersigned is a holder of shares of Series B Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock"), of Genome Dx Therapeutics Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"). The Company maintains its principal executive offices at 4710 Torrey Pines Road, Suite 300, San Diego, California 92130. The Company was incorporated in the State of Delaware and remains in good standing under the laws thereof.
Authority for Written Consent. Section 228 of the Delaware General Corporation Law (the "DGCL") provides that, unless otherwise restricted by a corporation's certificate of incorporation, any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Reference is hereby made to that certain Investor Rights Agreement, dated as of August 15, 2023 (as the same may have been amended, supplemented, or otherwise modified from time to time, the "Series B IRA"), entered into by and among the Company and the investors listed on the Schedule of Purchasers attached thereto, which Series B IRA was executed and delivered in connection with the closing of the Company's Series B Preferred Stock financing.
Consent Requirement. Pursuant to Section 5.8 of the Series B IRA, the Company is required to obtain the prior written consent of the holders of a majority of the then-outstanding shares of Series B Preferred Stock (voting as a separate class and on an as-converted basis) before the Company may, directly or indirectly, incur, assume, guarantee, or otherwise become liable with respect to any indebtedness for borrowed money (including, without limitation, the issuance of any debt security, the assumption or guarantee of the obligations of any other person or entity, or the entry into any capital lease or similar financing arrangement) in excess of Two Million Dollars ($2,000,000) in the aggregate, other than trade payables, equipment financing, and other indebtedness expressly permitted under Section 5.8(a) through Section 5.8(d) of the Series B IRA. As of the date hereof, there are 31,400,000 shares of Series B Preferred Stock issued and outstanding. Accordingly, a majority of the outstanding shares of Series B Preferred Stock requires the written consent of holders of more than 15,700,000 shares of Series B Preferred Stock.
The Undersigned Holder. Stonebridge Capital Partners Fund III, L.P., a Delaware limited partnership ("Stonebridge Fund III"), is the record and beneficial holder of 18,900,000 shares of Series B Preferred Stock, representing approximately 60.2% of the total number of shares of Series B Preferred Stock issued and outstanding as of the date hereof. As such, Stonebridge Fund III constitutes the holder of a majority of the outstanding shares of Series B Preferred Stock and is sufficient, acting alone, to deliver the requisite consent contemplated by Section 5.8 of the Series B IRA and Section 228 of the DGCL, without the consent or approval of any other holder of Series B Preferred Stock.
Proposed Transaction. The Company has informed the undersigned that it proposes to issue and sell convertible promissory notes (each, a "Note" and collectively, the "Notes") in an aggregate principal amount of up to Eight Million Dollars ($8,000,000) to certain insider purchasers, consisting of officers, members of the Company's Board of Directors, and an affiliated fund of the Company (collectively, the "Purchasers"). The undersigned has been provided with, and has had the opportunity to review, draft documentation relating to the proposed bridge financing, including a summary of the material terms and conditions of the Notes and a substantially final draft of the Note Purchase Agreement (as defined below). Based on such review, the undersigned understands that the Notes will have the following material terms:
(a) Principal Amount. The Notes will be issued in an aggregate principal amount of up to $8,000,000.
(b) Interest Rate. The Notes will bear interest at a rate of 7.00% per annum (700 basis points), computed on the basis of simple interest and a 365-day year. Interest will accrue from the date of issuance and will not be compounded. Accrued and unpaid interest will be payable at maturity or upon the earlier conversion of the Notes.
(c) Maturity Date. The Notes will mature on March 12, 2027, which is approximately eighteen (18) months from the anticipated date of issuance. Unless earlier converted or prepaid in accordance with their terms, all outstanding principal and accrued interest under the Notes will be due and payable in full on the maturity date.
(d) Convertibility. The Notes will be convertible into shares of the Company's equity securities upon the occurrence of certain events, including (i) a qualified equity financing (as defined in the Note Purchase Agreement), in which case the outstanding principal and accrued interest under the Notes will automatically convert into the equity securities issued in such qualified equity financing at a conversion price equal to the lesser of (A) a 20% discount to the price per share paid by the investors in such qualified equity financing and (B) the price per share implied by a pre-money valuation cap of $120,000,000, and (ii) at the election of the holders of the Notes at maturity, in which case the outstanding principal and accrued interest will convert into shares of Series B Preferred Stock at a price per share equal to the original issue price of the Series B Preferred Stock.
(e) Note Purchase Agreement. The issuance and sale of the Notes will be governed by a Note Purchase Agreement (the "Note Purchase Agreement") to be entered into by and among the Company and the Purchasers, in substantially the form previously provided to the undersigned.
(f) Subordination; Security. The Notes will constitute general unsecured obligations of the Company, subordinated in right of payment to up to Three Million Dollars ($3,000,000) in the aggregate of future senior secured indebtedness of the Company, including any venture debt or revolving credit facility that the Company may enter into from time to time. The Notes will rank pari passu with each other in all respects.
(g) Purpose. The purpose of the bridge financing is to extend the Company's cash runway from approximately seven (7) months (through approximately April 2026) to approximately fourteen (14) months (through approximately November 2026), pending the Company's anticipated Series C preferred stock financing, which the Company's management and Board of Directors currently expect to commence in the first half of calendar year 2026.
The aggregate principal amount of the Notes of $8,000,000 exceeds the $2,000,000 threshold set forth in Section 5.8 of the Series B IRA, and accordingly the issuance of the Notes requires the prior written consent of the holders of a majority of the outstanding shares of Series B Preferred Stock.
Having reviewed and considered the foregoing, the undersigned hereby takes the following actions and adopts the following resolutions by written consent, effective as of the date first written above:
CONSENT RESOLUTIONS
RESOLVED, that the undersigned, as the holder of a majority of the outstanding shares of Series B Preferred Stock of the Company, hereby consents to, approves, and authorizes, pursuant to Section 5.8 of the Series B IRA and Section 228 of the DGCL, the incurrence by the Company of indebtedness for borrowed money in the aggregate principal amount of up to Eight Million Dollars ($8,000,000), in the form of convertible promissory notes to be issued and sold to the Purchasers pursuant to the Note Purchase Agreement, substantially on the terms and conditions described above and in the draft documentation provided to the undersigned, which indebtedness exceeds the Two Million Dollar ($2,000,000) threshold set forth in Section 5.8 of the Series B IRA, and the execution, delivery, and performance by the Company of the Note Purchase Agreement, the Notes, and all related documents, instruments, and agreements in connection therewith.
RESOLVED FURTHER, that the consent given hereby is limited solely to the specific indebtedness described above and shall not be deemed a consent to, approval of, or waiver with respect to (a) any other action requiring the approval, consent, or vote of the holders of the Series B Preferred Stock under the Series B IRA, the Company's Amended and Restated Certificate of Incorporation (as the same may be amended, supplemented, or restated from time to time), the Company's bylaws, the DGCL, or otherwise, (b) the incurrence of any additional indebtedness by the Company beyond the aggregate principal amount of $8,000,000 expressly authorized hereby, or (c) any amendment, modification, waiver, or supplement to any of the terms and conditions of the Notes, the Note Purchase Agreement, or any related document or agreement that would be materially adverse to the holders of the Series B Preferred Stock without the further written consent of the holders of a majority of the outstanding shares of Series B Preferred Stock. The undersigned expressly reserves all rights, remedies, and protections afforded to it under the Series B IRA, the Company's organizational documents, and applicable law.
RESOLVED FURTHER, that the officers of the Company are hereby authorized and directed to take all such further actions and to execute, deliver, and file all such further documents, certificates, instruments, and agreements as may be necessary, appropriate, or desirable to carry out the intent and purposes of the foregoing resolutions, including, without limitation, the filing of any notices or consents required by applicable federal, state, or local law or the rules and regulations of any governmental authority, the execution of any amendments or supplements to the Note Purchase Agreement or the Notes as may be necessary to reflect non-material changes to the terms and conditions thereof, and the taking of all other actions incidental or related to the foregoing, with the authority of such officers to take any such action or execute any such document to be conclusively evidenced by the taking of such action or the execution of such document.
GENERAL PROVISIONS
Effectiveness. This Written Consent shall be effective as of September 10, 2025. Prompt notice of the taking of the action set forth herein shall be given to all holders of Series B Preferred Stock who have not consented hereto, to the extent required by Section 228(e) of the DGCL. This Written Consent may be executed in one or more counterparts, including by facsimile or portable document format (.pdf) transmission, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Written Consent by facsimile or by electronic transmission in portable document format (.pdf) shall be effective as delivery of an original executed counterpart.
No Modification of Existing Agreements. Nothing in this Written Consent shall be deemed to amend, modify, supplement, restate, or waive any provision of the Series B IRA, the Company's Amended and Restated Certificate of Incorporation, or any other agreement, instrument, or document between the undersigned (or any of its affiliates) and the Company, except as expressly set forth herein. All such agreements, instruments, and documents shall remain in full force and effect in accordance with their respective terms, and the undersigned expressly reserves all of its rights and remedies thereunder.
Governing Law. This Written Consent shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision, rule, or principle (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
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SIGNATURE PAGE TO WRITTEN CONSENT OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF SERIES B PREFERRED STOCK OF GENOME DX THERAPEUTICS INC.
IN WITNESS WHEREOF, the undersigned has executed this Written Consent as of the date first written above.
STONEBRIDGE CAPITAL PARTNERS FUND III, L.P.
By: Stonebridge Capital Management III LLC,
its General Partner
By: ________
Name: James Calloway
Title: Managing Partner
Date: September 10, 2025
Address for Notices:
Stonebridge Capital Partners Fund III, L.P. c/o Stonebridge Capital Management III LLC 390 Park Avenue, 18th Floor New York, New York 10022
Attention: James Calloway
Email: jcalloway@stonebridgecap.com
ACKNOWLEDGMENT OF RECEIPT
The undersigned officer of Genome Dx Therapeutics Inc. hereby acknowledges receipt of this Written Consent of the holders of a majority of the outstanding shares of Series B Preferred Stock of the Company, and confirms that a copy of this Written Consent will be filed with the minutes of proceedings of the stockholders of the Company and that prompt notice of the taking of the corporate action set forth herein will be given to those holders of Series B Preferred Stock who have not consented hereto, in each case in accordance with Section 228 of the DGCL.
GENOME DX THERAPEUTICS INC.
Acknowledged and received:
By: ________
Name: Priya Raghavan
Title: General Counsel
Date: ________
Address:
Genome Dx Therapeutics Inc. 4710 Torrey Pines Road, Suite 300 San Diego, California 92130
Attention: Priya Raghavan, General Counsel
Email: praghavan@genomedxtx.com