MEMORANDUM — PRIVILEGED & CONFIDENTIAL / ATTORNEY WORK PRODUCT
To: File
From: Rachel Bernstein, Responsible Partner; Leila Nazari, Lead Associate
Date: June 15, 2026
Re: Closing Memorandum — Series A Preferred Stock Financing of Quillen Technologies, Inc.
Matter Number: 1002-00002
Billing Code: 78412.001
Client: Pinnacle Venture Fund II LP
This memorandum is a privileged and confidential attorney work product prepared by Calderwood & Harkness LLP in connection with the representation of Pinnacle Venture Fund II LP. This memorandum is intended solely for the internal files of Calderwood & Harkness LLP and for the use of its client, Pinnacle Venture Fund II LP, and its authorized representatives. Distribution to any other party without the prior written consent of Calderwood & Harkness LLP is prohibited. This memorandum is protected by the attorney-client privilege and/or the work product doctrine. Any inadvertent disclosure of this memorandum does not constitute a waiver of any applicable privilege or protection.
I. Executive Summary
Calderwood & Harkness LLP ("C&H" or the "Firm") represents Pinnacle Venture Fund II LP ("Pinnacle"), a Delaware limited partnership (EIN: 88-3529104), the general partner of which is Pinnacle Capital Management LLC (EIN: 88-3471082), as lead investor in the Series A Preferred Stock financing (the "Series A Financing" or the "Transaction") of Quillen Technologies, Inc. ("Quillen" or the "Company"), a Delaware C-corporation (EIN: 93-4817265; DE File Number: 7384219).
The closing of the Series A Financing (the "Closing") occurred on June 15, 2026 (the "Closing Date"). The Closing was conducted on a simultaneous sign-and-close basis, with all definitive transaction documents executed and delivered and all funds wired and received on the same date.
The total round size consists of $22,500,000 in new-money investment, plus the conversion of $1,702,500 in outstanding convertible notes (consisting of $1,500,000 in aggregate principal amount and $202,500 in accrued simple interest) into shares of Series A Preferred Stock. The aggregate number of shares of Series A Preferred Stock issued at Closing, inclusive of both new-money purchases and note conversions, was 5,351,250 shares.
Pinnacle invested $14,000,000 in cash for 2,800,000 shares of Series A Preferred Stock at a price of $5.00 per share, representing the lead investor position and approximately 62.22% of the new-money round. Two co-investors participated alongside Pinnacle: Blackthorn Growth Fund III LP ("Blackthorn") invested $6,000,000 for 1,200,000 shares of Series A Preferred Stock, and Stonebridge Ventures LLC ("Stonebridge") invested $2,500,000 for 500,000 shares of Series A Preferred Stock.
In addition, three convertible note holders — Harborview Angel Syndicate LLC, Caldwell Family Office LLC, and Dr. Lawrence Hu — received an aggregate of 851,250 shares of Series A Preferred Stock upon conversion of their outstanding convertible notes at a conversion price of $2.00 per share (determined by the valuation cap, which was more favorable to the note holders than the discount price).
All conditions to closing set forth in the Series A Preferred Stock Purchase Agreement (the "SPA") were duly satisfied or, where applicable, waived. All closing deliverables were executed and delivered by the respective parties, and all funds were wired and confirmed received as described in detail herein. The Amended and Restated Certificate of Incorporation of the Company was filed with the Delaware Secretary of State and confirmed effective as of the Closing Date. This memorandum summarizes the key terms of the Transaction, the parties involved, the satisfaction of closing conditions, the closing deliverables, the funds flow, and the post-closing obligations.
II. Parties
A. Investors (Series A Purchasers — New Money)
Pinnacle Venture Fund II LP — Lead Investor
Pinnacle Venture Fund II LP is a Delaware limited partnership formed for the purpose of making venture capital and growth equity investments primarily in early-stage and growth-stage technology companies. Pinnacle's principal office is located at 450 Pacific Heights Boulevard, Suite 1200, San Francisco, CA 94115. The general partner of Pinnacle is Pinnacle Capital Management LLC, a Delaware limited liability company. Key personnel involved in this Transaction include Sandeep Rajan (Managing Partner and GP Principal), Christine Aldridge (Partner and Deal Lead for this Transaction), and Tomas Medina (Vice President, Due Diligence). Pinnacle Venture Fund II LP is a 2025 vintage fund with total committed capital of approximately $385 million. Pinnacle served as the lead investor in the Series A Financing and negotiated the principal economic and governance terms of the Transaction on behalf of the investor syndicate. Christine Aldridge has been designated as Pinnacle's representative to the Board of Directors of the Company pursuant to the Voting Agreement.
Blackthorn Growth Fund III LP — Co-Investor
Blackthorn Growth Fund III LP is a Delaware limited partnership that participated as a co-investor in the Series A Financing. Blackthorn's primary contact for this Transaction is Diana Hershfield, Partner, who has been designated as Blackthorn's representative to the Board of Directors of the Company pursuant to the Voting Agreement. Blackthorn was separately represented in this Transaction by Whitfield & Pryor LLP, with offices in New York, NY. Blackthorn invested $6,000,000 for 1,200,000 shares of Series A Preferred Stock at $5.00 per share.
Stonebridge Ventures LLC — Co-Investor
Stonebridge Ventures LLC is a New York limited liability company that participated as a co-investor in the Series A Financing. Stonebridge's primary contact for this Transaction is Kevin Ashby, Managing Director. Stonebridge did not retain separate counsel for this Transaction and relied on the terms negotiated by lead investor counsel. Stonebridge invested $2,500,000 for 500,000 shares of Series A Preferred Stock at $5.00 per share.
B. The Company
Quillen Technologies, Inc.
Quillen Technologies, Inc. is a Delaware C-corporation, incorporated on July 12, 2023, under the laws of the State of Delaware. The Company's principal office and headquarters are located at 88 Garrison Street, Floor 4, Boston, MA 02116. The Company's registered agent in the State of Delaware is Granite State Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801. The Company is in good standing in both the State of Delaware and the Commonwealth of Massachusetts as of the Closing Date.
Quillen Technologies is the developer of "Mosaic," an artificial intelligence-driven portfolio analytics and risk-attribution software-as-a-service (SaaS) platform designed for institutional asset managers, pension consultants, and endowments. Mosaic leverages proprietary machine learning algorithms and natural language processing capabilities to provide real-time portfolio attribution, factor analysis, risk decomposition, and compliance monitoring to its institutional client base. The Company operates on a subscription-based recurring revenue model.
Key personnel of the Company include:
• Dr. Amara Osei — Co-Founder and Chief Executive Officer. Dr. Osei holds a Ph.D. in Computational Finance from MIT and previously served as a quantitative researcher at a major asset management firm. Dr. Osei is a signatory to the SPA, the Voting Agreement, and the Right of First Refusal and Co-Sale Agreement, and holds 3,200,000 shares of Common Stock.
• Julian Voss — Co-Founder and Chief Technology Officer. Mr. Voss previously served as a senior software engineer at a leading cloud infrastructure company and holds an M.S. in Computer Science from Stanford University. Mr. Voss is a signatory to the SPA, the Voting Agreement, and the Right of First Refusal and Co-Sale Agreement, and holds 2,800,000 shares of Common Stock.
• Priya Chandrasekar — Vice President of Product. Ms. Chandrasekar joined Quillen Technologies in January 2025 and oversees product strategy, roadmap development, and customer experience. Ms. Chandrasekar holds shares subject to the Company's 2023 Equity Incentive Plan.
C. Convertible Note Holders (Converting at Closing)
The following holders of convertible promissory notes issued by the Company on March 15, 2024, converted their outstanding notes (principal and accrued interest) into shares of Series A Preferred Stock at the Closing:
• Harborview Angel Syndicate LLC — A Massachusetts limited liability company. Original principal amount: $750,000. Primary contact: Margaret "Peggy" Dunlap, Managing Member.
• Caldwell Family Office LLC — A Connecticut limited liability company. Original principal amount: $500,000. Primary contact: Nathan Caldwell, Principal.
• Dr. Lawrence Hu — An individual angel investor. Original principal amount: $250,000.
The convertible notes were originally issued on March 15, 2024, with a maturity date of March 15, 2026. Prior to the Closing, the maturity date was extended by amendment to June 30, 2026 to allow sufficient time for the completion of the Series A Financing. As set forth in greater detail in Section III.B below, the notes were converted at a conversion price of $2.00 per share, resulting in the issuance of an aggregate of 851,250 shares of Series A Preferred Stock to the note holders.
D. Existing Seed Investors (Parties to Ancillary Agreements)
The following existing investors in the Company, who participated in the Company's Series Seed Preferred Stock financing in October 2023, are parties to certain of the ancillary transaction documents executed in connection with the Series A Financing, including the Investors' Rights Agreement, the Right of First Refusal and Co-Sale Agreement, and the Voting Agreement:
• Harborview Angel Syndicate LLC — Holder of 1,500,000 shares of Series Seed Preferred Stock, representing an investment of $1,800,000 in the October 2023 Series Seed round. Note that Harborview is also a converting note holder in this Transaction and, following the Closing, holds both Series Seed Preferred Stock and Series A Preferred Stock. Primary contact: Margaret "Peggy" Dunlap, Managing Member.
• Ridgepoint Seed Partners LP — A Delaware limited partnership. Holder of 1,000,000 shares of Series Seed Preferred Stock, representing an investment of $1,200,000 in the October 2023 Series Seed round. Primary contact: Aaron Fitch, General Partner.
E. Counsel. Investor Counsel (Pinnacle)
Calderwood & Harkness LLP served as counsel to Pinnacle Venture Fund II LP, as lead investor, in connection with the Series A Financing. The Firm's offices are located at 555 Mission Street, Suite 3100, San Francisco, CA 94105. The engagement team for this Transaction consisted of the following attorneys:
• Rachel Bernstein — Responsible Partner
• Miriam Calloway — Billing Partner
• Leila Nazari — Lead Associate
• Robert Jansen — Working Associate
Company Counsel
Fenwick, Torres & Keane LLP ("Ostrander Solutions") served as counsel to Quillen Technologies, Inc. in connection with the Series A Financing. Ostrander Solutions's offices are located at 200 Clarendon Street, Suite 3400, Boston, MA 02116. The Ostrander Solutions engagement team consisted of Gregory Navarro (Lead Partner) and Sophie Marchetti (Associate). Ostrander Solutions also delivered the closing legal opinion on behalf of the Company.
Blackthorn Counsel
Whitfield & Pryor LLP, with offices in New York, NY, served as counsel to Blackthorn Growth Fund III LP in connection with the Series A Financing. Whitfield & Pryor reviewed and provided comments on the definitive transaction documents from the perspective of its client, Blackthorn, and coordinated with C&H on matters of mutual concern to the investor syndicate.
F. Other Key Parties
• Company Auditor: Pemberton & Associates CPAs LLP, located in Boston, MA. Engagement Partner: Diane Stratton, CPA. Pemberton & Associates completed the Company's SOC 2 Type I audit in January 2026 and is engaged to complete the SOC 2 Type II audit, which is expected in Q3 2026. Pemberton & Associates also prepares the Company's annual audited financial statements.
• Company Bank: Crescent National Bank, Boston, MA. The Company's primary operating account is maintained at Crescent National Bank, and all new-money investment proceeds were wired to the Company's account at this institution.
• Escrow Agent (available but not utilized at closing): Commonwealth Escrow Services, Inc., 75 Federal Street, Suite 800, Boston, MA 02110. Commonwealth Escrow was identified in advance of the Closing as a potential escrow agent in the event that an escrow arrangement was required. No escrow was utilized; all funds flowed directly to the Company's operating account.
• Registered Agent (both Pinnacle and Quillen in Delaware): Granite State Registered Agents, Inc., 1209 Orange Street, Wilmington, DE 19801. Granite State serves as the registered agent for both Pinnacle Venture Fund II LP and Quillen Technologies, Inc. in the State of Delaware.
III. Transaction Overview and Key Economic Terms
A. Round Economics
The Transaction is structured as a Series A Preferred Stock financing in which three new-money investors purchased shares of Series A Preferred Stock directly from the Company pursuant to the SPA, and three existing convertible note holders converted their outstanding notes into shares of Series A Preferred Stock at Closing. The key economic terms of the round are set forth below.
Transaction Type: Series A Preferred Stock financing, conducted as a private placement under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D promulgated thereunder.
Total Round Size (New Money): $22,500,000.
Pre-Money Valuation: $57,500,000. The pre-money valuation was determined on a fully-diluted basis, inclusive of all outstanding shares of Common Stock, all outstanding shares of Series Seed Preferred Stock (on an as-converted basis), all outstanding options and warrants, and the expanded option pool of 3,000,000 shares.
Post-Money Valuation: $80,000,000, calculated as the sum of the $57,500,000 pre-money valuation and the $22,500,000 in new-money investment ($57,500,000 + $22,500,000 = $80,000,000).
Series A Price Per Share: $5.00.
Total Series A Shares Issued (New Money): 4,500,000 shares of Series A Preferred Stock, allocated among the investors as follows:
• Pinnacle Venture Fund II LP: 2,800,000 shares at $5.00 per share = $14,000,000
• Blackthorn Growth Fund III LP: 1,200,000 shares at $5.00 per share = $6,000,000
• Stonebridge Ventures LLC: 500,000 shares at $5.00 per share = $2,500,000
B. Convertible Note Conversion
In addition to the new-money investment, the Company had outstanding convertible promissory notes in the aggregate principal amount of $1,500,000, issued on March 15, 2024, which were required to convert into shares of Series A Preferred Stock upon the closing of a qualified equity financing (as defined in the notes). The Series A Financing constituted a qualified equity financing under the terms of the notes. The material terms and conversion mechanics are summarized below.
Aggregate Outstanding Principal: $1,500,000 (issued March 15, 2024).
Note Terms: The convertible notes bore simple interest at a rate of 6% per annum. The notes provided for automatic conversion upon a qualified equity financing at a conversion price equal to the lesser of (i) the price per share paid by the investors in the qualified equity financing, discounted by 20% (the "Discount Price"), and (ii) the price per share obtained by dividing the valuation cap of $25,000,000 by the fully-diluted capitalization of the Company immediately prior to the qualified equity financing (the "Cap Price"). The notes originally matured on March 15, 2026, but prior to the Closing, the maturity date was extended by written amendment executed by the Company and each note holder to June 30, 2026, to provide additional time for the Series A Financing to close.
Accrued Interest Calculation (at June 15, 2026 Closing Date): The notes accrued simple interest from March 15, 2024 through June 15, 2026, a period of 27 months (2.25 years). The accrued interest was calculated as follows:
$1,500,000 × 6% × (27 ÷ 12) = $1,500,000 × 0.06 × 2.25 = $202,500
Total Conversion Amount: $1,500,000 (principal) + $202,500 (accrued interest) = $1,702,500.
Conversion Price Determination: The conversion price was determined by comparing the discount Price and the Cap Price, with the lower of the two controlling:
• discount Price: $5.00 per share (the Series A price per share) × (1 – 0.20) = $4.00 per share.
• Cap Price: $25,000,000 (valuation cap) ÷ 12,500,000 (fully-diluted pre-money shares) = $2.00 per share.
• The Cap Price of $2.00 per share is lower than the discount Price of $4.00 per share and is therefore more favorable to the note holders. Accordingly, the Cap Price of $2.00 per share controls and was applied as the conversion price.
Conversion Price: $2.00 per share.
Shares Issued on Conversion: $1,702,500 ÷ $2.00 = 851,250 shares of Series A Preferred Stock.
Allocation Among Note Holders: The 851,250 conversion shares were allocated among the three note holders on a pro rata basis, based on each holder's respective share of the total conversion amount (principal plus accrued interest attributable to each holder's note):
• Harborview Angel Syndicate LLC: $750,000 principal + ($750,000 × 6% × 2.25 = $101,250) accrued interest = $851,250 total conversion amount. Shares issued: $851,250 ÷ $2.00 = 425,625 shares.
• Caldwell Family Office LLC: $500,000 principal + ($500,000 × 6% × 2.25 = $67,500) accrued interest = $567,500 total conversion amount. Shares issued: $567,500 ÷ $2.00 = 283,750 shares.
• Dr. Lawrence Hu: $250,000 principal + ($250,000 × 6% × 2.25 = $33,750) accrued interest = $283,750 total conversion amount. Shares issued: $283,750 ÷ $2.00 = 141,875 shares.
• Aggregate: 425,625 + 283,750 + 141,875 = 851,250 shares (confirmed).
Upon the issuance of the conversion shares at Closing, all outstanding convertible promissory notes were cancelled and extinguished and are of no further force or effect.
C. Key Preferred Stock Terms (as Set Forth in the Amended and Restated Certificate of Incorporation)
The rights, preferences, and privileges of the Series A Preferred Stock are set forth in the Amended and Restated Certificate of Incorporation of Quillen Technologies, Inc. (the "Restated Charter"), filed with the Delaware Secretary of State on June 15, 2026. The key terms are summarized below.
Liquidation Preference: Each share of Series A Preferred Stock has a liquidation preference equal to 1x the original issue price per share (i.e., $5.00 per share for new-money shares and $2.00 per share for conversion shares), plus all declared but unpaid dividends thereon. The Series A Preferred Stock is non-participating, meaning that upon a liquidation event (including a deemed liquidation event such as a merger, acquisition, or asset sale), the holders of Series A Preferred Stock are entitled to receive, in preference to the holders of Common Stock, an amount equal to the greater of (i) the applicable liquidation preference amount or (ii) the amount such holder would have received had the Series A Preferred Stock been converted into Common Stock immediately prior to such liquidation event. The Series A Preferred Stock ranks senior to the Common Stock and pari passu with the Series Seed Preferred Stock with respect to liquidation distributions.
Dividends: Holders of Series A Preferred Stock are entitled to receive non-cumulative dividends at the rate of 8% per annum of the original issue price, payable when and if declared by the Board of Directors of the Company. No dividends may be paid on shares of Common Stock unless and until dividends of equivalent value have first been declared and paid on the Series A Preferred Stock (and Series Seed Preferred Stock) on an as-converted basis. As is customary in venture capital financings, the non-cumulative nature of the dividend means that unpaid dividends do not accrue and are not added to the liquidation preference.
Anti-Dilution Protection: The Series A Preferred Stock benefits from broad-based weighted-average anti-dilution protection. In the event the Company issues additional shares of capital stock (subject to customary carve-outs for employee equity grants, strategic partnerships, and certain other issuances) at a price per share below the then-applicable conversion price for the Series A Preferred Stock, the conversion price of the Series A Preferred Stock will be adjusted downward using the broad-based weighted-average formula, thereby increasing the number of shares of Common Stock into which the Series A Preferred Stock is convertible. This protection is less dilutive to existing common stockholders than full-ratchet anti-dilution and is consistent with current market practice for Series A financings.
Protective Provisions: The Restated Charter includes standard NVCA-based protective provisions requiring the affirmative vote or written consent of the holders of a majority of the outstanding shares of Series A Preferred Stock (voting as a separate class) for certain significant corporate actions, including, without limitation: (i) any incurrence of indebtedness by the Company or any subsidiary in excess of $500,000 (other than trade payables and equipment financing in the ordinary course of business); (ii) any acquisition of, or merger or consolidation with, another entity, or any sale, transfer, or exclusive license of all or substantially all of the Company's assets, or any voluntary liquidation, dissolution, or winding up of the Company; (iii) any amendment to the Restated Charter or bylaws that adversely affects the rights, preferences, or privileges of the Series A Preferred Stock; (iv) any increase or decrease in the authorized number of shares of Series A Preferred Stock; (v) any creation of a new class or series of capital stock having rights senior to or on parity with the Series A Preferred Stock; (vi) any declaration or payment of dividends or any redemption or repurchase of shares of Common Stock (subject to customary exceptions for repurchases upon termination of service at cost or the lower of cost or fair market value); and (vii) any change in the authorized size of the Board of Directors.
Conversion Rights: Each share of Series A Preferred Stock is convertible into one share of Common Stock at any time at the option of the holder (subject to adjustment for stock splits, dividends, and anti-dilution adjustments). The Series A Preferred Stock will automatically convert into Common Stock upon (i) the closing of a firm-commitment underwritten public offering of the Company's Common Stock with aggregate gross proceeds of at least $50,000,000 or (ii) the written consent of holders of a majority of the outstanding shares of Series A Preferred Stock.
Voting Rights: Each share of Series A Preferred Stock has voting rights equal to the number of shares of Common Stock into which it is then convertible, and votes together with the Common Stock (and Series Seed Preferred Stock) as a single class on all matters submitted to a vote of stockholders, except as otherwise required by law or as provided by the protective provisions described above.
D. Option Pool
Pre-Closing Pool: Prior to the Closing, the Company had authorized 2,000,000 shares of Common Stock reserved for issuance under the Quillen Technologies, Inc. 2023 Equity Incentive Plan (the "Plan"). Of this amount, 1,200,000 shares had been granted to employees, consultants, and advisors (subject to various vesting schedules), and 800,000 shares remained authorized but unissued and available for future grants.
Expansion: As a condition to the Series A Financing, the total number of shares reserved for issuance under the Plan was increased from 2,000,000 to 3,000,000 shares, representing an addition of 1,000,000 new shares. This expansion was approved by the Board of Directors and the stockholders of the Company in connection with the adoption of the Restated Charter and the Series A Financing.
Post-Closing Unissued Options: Following the Closing and the option pool expansion, a total of 1,800,000 shares remain authorized but unissued and available for future grants under the Plan (consisting of 800,000 pre-existing unissued shares plus 1,000,000 newly authorized shares).
Dilution: The dilution resulting from the option pool expansion is borne entirely by the pre-Series A stockholders (i.e., the founders and the Series Seed investors). The expanded option pool was included in the fully-diluted pre-money capitalization for purposes of calculating the pre-money valuation and the Series A price per share, which is consistent with standard venture capital practice.
E. Post-Closing Capitalization (Pro Forma, Fully Diluted)
The following table sets forth the pro forma capitalization of the Company on a fully-diluted basis immediately following the Closing, giving effect to the issuance of Series A Preferred Stock (both new-money and conversion shares) and the option pool expansion:
For purposes of the above table, the fully-diluted total of 16,051,250 shares includes all outstanding shares of Common Stock, all outstanding shares of Series Seed Preferred Stock and Series A Preferred Stock (on an as-converted to Common Stock basis), and all outstanding option grants. The 1,800,000 unissued options in the expanded pool are reserved but not included in the fully-diluted total for ownership percentage calculations, except as noted below with respect to Pinnacle's fully-diluted ownership.
Pinnacle's ownership position following the Closing is calculated as follows: Pinnacle holds 2,800,000 shares of Series A Preferred Stock. On a fully-diluted basis including the unissued option pool reserve of 1,800,000 shares (i.e., against a total share count of 16,051,250 + 1,800,000 = 17,851,250), Pinnacle's ownership is approximately 2,800,000 ÷ 17,851,250 ≈ 15.7%. On a fully-diluted basis excluding unissued options (16,051,250 shares), Pinnacle's ownership is approximately 2,800,000 ÷ 16,051,250 ≈ 17.4%. On a post-money value basis, Pinnacle's investment of $14,000,000 represents 17.5% of the $80,000,000 post-money valuation ($14,000,000 ÷ $80,000,000 = 17.5%).
IV. Satisfaction of Conditions to Closing
A. Company Conditions
The SPA set forth certain conditions to the obligation of the Investors to purchase shares of Series A Preferred Stock at the Closing. Each of the following conditions was satisfied by the Company on or before the Closing Date:
1. Amended and Restated Certificate of Incorporation. The Restated Charter was filed with the Delaware Secretary of State on June 15, 2026. The Restated Charter authorizes the creation and issuance of the Series A Preferred Stock and reflects the expanded option pool, as well as all rights, preferences, privileges, restrictions, and other terms applicable to the Series A Preferred Stock, the Series Seed Preferred Stock, and the Common Stock. Filing was confirmed as effective through the Delaware Division of Corporations' online portal, and a file-stamped copy was received and reviewed by C&H.
2. Execution of Transaction Documents. All definitive transaction documents were duly executed and delivered by the Company and its authorized officers on the Closing Date. The executed documents are described in detail in Section V of this memorandum.
3. Board Approval. A written consent of the Board of Directors of Quillen Technologies, Inc. was obtained and delivered on June 15, 2026, approving (a) the Series A Financing and the terms thereof, (b) the Restated Charter and the filing thereof with the Delaware Secretary of State, (c) the issuance of shares of Series A Preferred Stock to the Investors and the converting note holders, (d) the entry into all transaction documents, (e) the expansion of the option pool under the Plan, and (f) such other actions as were necessary or desirable to consummate the Transaction.
4. Stockholder Approval. A written consent of the stockholders of Quillen Technologies was obtained and delivered, executed by holders of a majority of the outstanding shares of Common Stock and a majority of the outstanding shares of Series Seed Preferred Stock (each voting as a separate class, to the extent required), approving (a) the Restated Charter (including the authorization of the Series A Preferred Stock and the increase in the total number of authorized shares of capital stock of the Company), (b) the expansion of the option pool under the Plan, and (c) the Series A Financing. The written consent was executed by Dr. Amara Osei and Julian Voss (as holders of a majority of the outstanding Common Stock) and by Harborview Angel Syndicate LLC and Ridgepoint Seed Partners LP (as holders of a majority of the outstanding Series Seed Preferred Stock).
5. Legal Opinion of Company Counsel. Fenwick, Torres & Keane LLP delivered its closing legal opinion letter, dated June 15, 2026, addressed to the Investors, in the form agreed upon by the parties during the documentation process. The opinion addressed the following matters: (a) due organization, valid existence, and good standing of the Company in the State of Delaware and the Commonwealth of Massachusetts; (b) authorization and valid issuance of the shares of Series A Preferred Stock as fully paid and non-assessable; (c) no conflict with the Company's organizational documents, applicable law, or material contracts; (d) no required governmental consents or approvals in connection with the Transaction (other than the filing of the Restated Charter with the Delaware Secretary of State, which was completed); and (e) enforceability of the transaction documents against the Company, subject to customary exceptions for bankruptcy, insolvency, and equitable principles.
6. Secretary's Certificate. The corporate secretary of Quillen Technologies (acting in such capacity) executed and delivered a secretary's certificate, dated June 15, 2026, certifying and attaching true, complete, and correct copies of (a) the Restated Charter, as filed with the Delaware Secretary of State, (b) the Company's bylaws, as currently in effect, (c) the resolutions of the Board of Directors approving the Series A Financing and the transaction documents, and (d) the written consent of the stockholders approving the Restated Charter and related matters.
7. Compliance Certificate / Bring-Down Certificate. Dr. Amara Osei, in her capacity as Chief Executive Officer of the Company, executed and delivered (a) an officer's compliance certificate, certifying that (i) all representations and warranties of the Company in the SPA are true and correct in all material respects as of the Closing Date (except for representations and warranties that are qualified by materiality, which were true and correct in all respects), (ii) all conditions to closing have been satisfied, and (iii) no material adverse change (as defined in the SPA) has occurred since the date of the Company's most recent audited financial statements; and (b) a separate bring-down certificate confirming the accuracy of the Company's representations and warranties and the absence of any material adverse effect as of June 15, 2026.
8. Disclosure Schedules. The Company delivered final, executed disclosure schedules to the SPA, covering all required schedules, including, among others: (a) Schedule of Exceptions to Representations and Warranties; (b) Schedule of Capitalization; (c) Schedule of intellectual Property; (d) Schedule of Material Contracts; (e) Schedule of Litigation; (f) Schedule of Employees and Compensation; and (g) Schedule of Insurance. The disclosure schedules were reviewed in detail by C&H during the documentation process, and all comments and questions raised by C&H in connection with prior drafts were satisfactorily addressed by the Company and Ostrander Solutions in the final executed version.
B. Due Diligence Completion
Legal, intellectual property, financial, technical, and privacy/data security due diligence was conducted by C&H, the Pinnacle deal team, and third-party advisors during the period from April 18, 2026 through May 23, 2026. Due diligence was completed to the satisfaction of Pinnacle, and no material issues were identified that were not adequately addressed through disclosure, representation, or covenant. A comprehensive due diligence report was prepared by C&H and distributed to the Pinnacle deal team. Key findings are summarized below:
(i) intellectual Property. Ownership of all intellectual property relating to the Mosaic platform, including all software source code, algorithms, data models, trade secrets, and related documentation, was properly and completely assigned to the Company by its founders, employees, and contractors through invention assignment agreements and contractor intellectual property assignment agreements. The Company has two pending U.S. utility patent applications, filed in August 2024 with the United States Patent and Trademark Office ("USPTO"), relating to aspects of its risk-attribution and portfolio analytics technology. The Company also filed a trademark application for the mark "MOSAIC" with the USPTO in November 2024; such application is currently pending. No third-party infringement claims have been asserted against the Company, and the Company is not aware of any basis for such claims.
(ii) Open-Source Compliance. The Company's use of open-source software was reviewed and found to be satisfactory. The Mosaic platform incorporates open-source libraries licensed under Apache 2.0 and MIT licenses, both of which are permissive licenses that do not impose copyleft or source code disclosure obligations. No copyleft-licensed components (including, without limitation, components licensed under the GNU General Public License (GPL) or Affero GPL) were identified in the Company's codebase.
(iii) Security and Compliance. The Company completed a SOC 2 Type I audit in January 2026, conducted by Pemberton & Associates CPAs LLP. The audit resulted in a clean report with no material exceptions. A SOC 2 Type II audit is currently in process and is expected to be completed in Q3 2026. The Company maintains commercially reasonable information security policies and procedures, including encryption of data at rest and in transit, access controls, and incident response protocols.
(iv) Regulatory. The Company's Mosaic platform is a software tool that provides analytics and reporting functionality to institutional asset managers; it does not provide investment advice, manage discretionary accounts, or make investment recommendations. Accordingly, the Company is not required to register as an investment adviser under the Investment Advisers Act of 1940 or under any state investment adviser statute. This determination was confirmed through review of the Company's product documentation, customer agreements, and marketing materials.
(v) Domain and Digital Assets. The domain quillentech.io is registered to the Company and maintained through a reputable domain registrar. No disputes or claims regarding the domain were identified.
(vi) Corporate Organization and Good Standing. The Company is validly organized and in good standing in both the State of Delaware (state of incorporation) and the Commonwealth of Massachusetts (state of principal office). Certificates of good standing were obtained from both jurisdictions in advance of the Closing.
C. Investor Conditions
Each of Pinnacle Venture Fund II LP, Blackthorn Growth Fund III LP, and Stonebridge Ventures LLC delivered executed counterpart signature pages to all applicable transaction documents on the Closing Date. Wire transfers in the amounts of $14,000,000 (Pinnacle), $6,000,000 (Blackthorn), and $2,500,000 (Stonebridge) were initiated and confirmed received by the Company on June 15, 2026, as described in Section VI below.
The converting note holders delivered executed counterpart signature pages to the SPA and the Investors' Rights Agreement, Right of First Refusal and Co-Sale Agreement, and Voting Agreement, and agreed to the cancellation and conversion of their convertible notes in accordance with the terms thereof and the SPA.
All conditions to the obligations of the Company to sell and issue shares of Series A Preferred Stock to the Investors were also satisfied, including the delivery of executed signature pages by each Investor and the receipt of the purchase price.
V. Closing Deliverables — Summary of Executed Documents
Set forth below is a complete summary of all documents executed and delivered at the Closing. All documents are maintained in the electronic closing binder under Matter Number 1002-00002.
A. Principal Transaction Documents
1. Series A Preferred Stock Purchase Agreement (the "SPA")
The SPA was executed by and among Quillen Technologies, Inc. (as the Company), Pinnacle Venture Fund II LP, Blackthorn Growth Fund III LP, and Stonebridge Ventures LLC (as the Investors), and Harborview Angel Syndicate LLC, Caldwell Family Office LLC, and Dr. Lawrence Hu (as the converting note holders). The SPA provides for the sale and issuance by the Company of an aggregate of 4,500,000 shares of Series A Preferred Stock at a price of $5.00 per share for an aggregate purchase price of $22,500,000 in new-money consideration, and the conversion of $1,702,500 in outstanding convertible notes (principal and accrued interest) into an aggregate of 851,250 shares of Series A Preferred Stock at a conversion price of $2.00 per share. The SPA includes comprehensive representations and warranties of the Company covering, among other things, organization and standing, capitalization, authorization, financial statements, absence of material adverse changes, intellectual property, compliance with laws, litigation, tax matters, employee matters, environmental matters, and data privacy. The SPA also contains conditions to closing, indemnification provisions (including survival periods for representations and warranties), and covenants. The governing law is the law of the State of Delaware, without regard to conflicts of law principles.
2. Amended and Restated Certificate of Incorporation of Quillen Technologies, Inc. (the "Restated Charter")
The Restated Charter was filed with the Delaware Secretary of State on June 15, 2026, and confirmed effective. The Restated Charter amends and restates the Company's certificate of incorporation in its entirety to, among other things: (a) authorize the issuance of shares of Series A Preferred Stock; (b) set forth the rights, preferences, and privileges of the Series A Preferred Stock, including the 1x non-participating liquidation preference, 8% non-cumulative dividends, broad-based weighted-average anti-dilution protection, optional and automatic conversion rights, voting rights, and protective provisions (including investor consent requirements for indebtedness exceeding $500,000 and any acquisition, merger, or liquidation of the Company); (c) reflect the expanded option pool of 3,000,000 shares authorized under the Plan; and (d) increase the total number of authorized shares of capital stock of the Company to reflect the Series A Preferred Stock and the expanded option pool.
3. Investors' Rights Agreement (the "IRA")
The IRA was executed by and among Quillen Technologies, Inc., the Series A Investors (Pinnacle, Blackthorn, and Stonebridge), the converting note holders (Harborview, Caldwell, and Dr. Hu), and the Series Seed holders (Harborview and Ridgepoint Seed Partners LP). The IRA establishes the following rights:
Information Rights: The Company is obligated to provide to each Major Investor (as defined in the IRA) (a) unaudited monthly financial statements within 30 days after the end of each calendar month, (b) annual audited financial statements within 120 days after the end of each fiscal year, and (c) an annual operating budget and business plan by December 15 of each year for the following fiscal year.
Registration Rights: The IRA provides for (a) demand registration rights (exercisable after the earlier of five years from the Closing Date or an initial public offering of the Company's Common Stock), (b) S-3 registration rights (subject to customary limitations on frequency and minimum offering amounts), and (c) piggyback registration rights (entitling holders to include their shares in any registration statement filed by the Company, subject to customary underwriter cutback provisions).
Pro Rata Rights / Right of First Offer: Each Major Investor has a right of first offer to purchase its pro rata share of any new securities issued by the Company in future equity financings, subject to customary exceptions (including issuances under employee equity plans, strategic transactions, and equipment financing).
Legal Fee Reimbursement: The Company agreed to reimburse the reasonable legal fees and expenses incurred by Calderwood & Harkness LLP in connection with the Transaction, up to a cap of $75,000.
4. Right of First Refusal and Co-Sale Agreement (the "ROFR/Co-Sale Agreement")
The ROFR/Co-Sale Agreement was executed by and among Quillen Technologies, Inc., the Series A Investors, the Series Seed holders, and the Key Holders (as defined therein, which includes Dr. Amara Osei and Julian Voss, the Company's co-founders). The ROFR/Co-Sale Agreement establishes a right of first refusal in favor of the Company and, secondarily, the Investors, on any proposed transfer of shares by the Key Holders. In addition, the agreement provides co-sale/tag-along rights entitling each Investor to participate on a pro rata basis in any proposed transfer by a Key Holder that is not fully exercised by the Company and the other Investors through the right of first refusal. The agreement terminates upon the earlier of an initial public offering or a deemed liquidation event.
5. Voting Agreement
The Voting Agreement was executed by and among Quillen Technologies, Inc., the Series A Investors, the Series Seed holders, and the Key Holders. The Voting Agreement establishes the composition of the Board of Directors of the Company, which following the Closing consists of five (5) seats, as follows:
• Seat 1 (Common Stock Designee): Dr. Amara Osei (Co-Founder & CEO)
• Seat 2 (Common Stock Designee): Julian Voss (Co-Founder & CTO)
• Seat 3 (Series A Preferred Stock Designee — Pinnacle): Christine Aldridge
• Seat 4 (Series A Preferred Stock Designee — Blackthorn): Diana Hershfield
• Seat 5 (Independent Director): To be mutually agreed upon by the holders of Common Stock and the holders of Preferred Stock; appointment pending as of the Closing Date.
The Voting Agreement also includes drag-along provisions requiring the holders of a majority of the Common Stock, together with the holders of a majority of the Preferred Stock (each voting as a separate class), to approve and support any acquisition, merger, or sale of the Company that has been approved by the Board of Directors and the holders of the requisite thresholds of stock.
B. Ancillary Documents
6. Management Rights Letter — Pinnacle Venture Fund II LP
Quillen Technologies delivered a management rights letter to Pinnacle Venture Fund II LP, dated June 15, 2026, granting Pinnacle certain management rights with respect to the Company for purposes of qualifying Pinnacle's investment as a "venture capital operating company" (VCOC) investment under the U.S. Department of Labor regulations applicable to employee benefit plan assets under ERISA. The management rights include the right to consult with and advise management of the Company on significant business matters, the right to inspect the Company's books and records, and the right to attend Board meetings in a non-voting observer capacity (in addition to Pinnacle's designated Board seat).
7. Management Rights Letter — Blackthorn Growth Fund III LP
Quillen Technologies delivered a substantially similar management rights letter to Blackthorn Growth Fund III LP, dated June 15, 2026, granting Blackthorn VCOC management rights on terms comparable to those provided to Pinnacle.
8. Indemnification Agreement — Christine Aldridge
The Company entered into an indemnification agreement with Christine Aldridge, as Pinnacle's designee to the Board of Directors, dated June 15, 2026. The indemnification agreement provides for indemnification and advancement of expenses to the fullest extent permitted by the Delaware General Corporation Law (as amended from time to time) in connection with Ms. Aldridge's service as a director of the Company, including with respect to any threatened, pending, or completed action, suit, or proceeding arising by reason of her service as a director.
9. Side Letter — Pinnacle Venture Fund II LP (Enhanced Information and Inspection Rights)
A side letter was executed by the Company in favor of Pinnacle, dated June 15, 2026, supplementing the information rights provided under the IRA with certain enhanced information and inspection rights. Specifically, the side letter provides Pinnacle with (a) quarterly financial statements within 45 days after the end of each fiscal quarter, (b) quarterly key performance indicator (KPI) dashboards reporting on annual recurring revenue (ARR), customer churn rates, customer count, and such other metrics as Pinnacle may reasonably request, and (c) enhanced inspection rights, including the right to visit and inspect the Company's offices and properties, examine the Company's books of account and records, and discuss the Company's affairs, finances, and accounts with the Company's officers, directors, and independent accountants, at reasonable times and upon reasonable notice.
C. Corporate Consents and Certificates
10. Written Consent of the Board of Directors of Quillen Technologies, Inc.
The Board of Directors of the Company executed a unanimous written consent in lieu of a meeting, dated June 15, 2026, approving the Series A Financing and all related actions, including the filing of the Restated Charter, the issuance of shares of Series A Preferred Stock, the entry into all transaction documents, the expansion of the option pool, and the designation of new Board members.
11. Written Consent of Stockholders of Quillen Technologies, Inc.
The stockholders of the Company executed a written consent, dated June 15, 2026, approving the Restated Charter (including the authorization of Series A Preferred Stock, the increase in authorized shares, and the option pool expansion) and the Series A Financing. The written consent was executed by holders of a majority of the outstanding shares of Common Stock and a majority of the outstanding shares of Series Seed Preferred Stock, as required under the Delaware General Corporation Law and the Company's existing organizational documents.
12. Secretary's Certificate
A secretary's certificate was executed and delivered, certifying the authenticity and completeness of attached copies of the Restated Charter, the Company's bylaws (as currently in effect), the Board resolutions, and the stockholder consent.
13. Officer's Compliance Certificate
An officer's compliance certificate was executed and delivered by Dr. Amara Osei, in her capacity as Chief Executive Officer of the Company, certifying that (a) all representations and warranties of the Company in the SPA are true and correct in all material respects as of the Closing Date, (b) all conditions to the Closing have been satisfied, and (c) no material adverse change has occurred since the date of the Company's most recent financial statements delivered to the Investors.
14. Bring-Down Certificate
A separate bring-down certificate was executed and delivered by an officer of the Company, confirming the continued accuracy of the Company's representations and warranties as of the Closing Date and confirming the absence of any material adverse effect since the date of the SPA.
15. Legal Opinion of Company Counsel (Fenwick, Torres & Keane LLP)
The closing legal opinion letter was delivered by Fenwick, Torres & Keane LLP in the form previously agreed upon by the parties. The opinion is dated June 15, 2026, addressed to the Investors and their counsel, and covers the matters described in Section IV.A.5 above.
16. Schedule of Investors
The Schedule of Investors, attached as an exhibit to the SPA, was finalized and executed, listing all Series A Preferred Stock purchasers (new-money and conversion), the number of shares purchased or received by each, and the aggregate purchase price or conversion amount:
• Pinnacle Venture Fund II LP: 2,800,000 shares / $14,000,000
• Blackthorn Growth Fund III LP: 1,200,000 shares / $6,000,000
• Stonebridge Ventures LLC: 500,000 shares / $2,500,000
• Harborview Angel Syndicate LLC (conversion): 425,625 shares / $851,250 (conversion)
• Caldwell Family Office LLC (conversion): 283,750 shares / $567,500 (conversion)
• Dr. Lawrence Hu (conversion): 141,875 shares / $283,750 (conversion)
17. Disclosure Schedules
The final executed disclosure schedules to the SPA were delivered by the Company and are incorporated by reference into the SPA. The disclosure schedules were reviewed in their final form by C&H and found to be consistent with the due diligence findings and the representations and warranties in the SPA.
VI. Funds Flow
A. Wire Transfers — New-Money Investment
All new-money investment proceeds were wired directly to the Company's operating account at Crescent National Bank, Boston, MA. The total inflows were $22,500,000. Wire transfers were initiated and confirmed received on the Closing Date as follows:
Wire confirmations were obtained from Crescent National Bank and are on file with C&H. Wire instructions were provided by the Company and verified by Ostrander Solutions in advance of the Closing. C&H confirmed the wire instructions with Ostrander Solutions via telephone callback prior to disbursement.
B. Convertible Note Conversion
No cash funds were exchanged in connection with the conversion of the outstanding convertible notes. The aggregate conversion amount of $1,702,500 (consisting of $1,500,000 in principal and $202,500 in accrued simple interest) was converted into 851,250 shares of Series A Preferred Stock at a conversion price of $2.00 per share. Upon the issuance of the conversion shares, all convertible promissory notes were cancelled and extinguished, and the Company's outstanding indebtedness under the notes was discharged in full.
C. Legal Fee Reimbursement
Pursuant to the IRA and the term sheet, Quillen Technologies has agreed to reimburse Calderwood & Harkness LLP for its reasonable legal fees and expenses incurred in connection with the Transaction, subject to a cap of $75,000. The reimbursement is to be paid from the closing proceeds or separately invoiced in accordance with the terms agreed between the Company and Pinnacle. As of the Closing Date, C&H's estimated legal fees for the engagement are in the range of $60,000 to $75,000. A final invoice will be submitted to the Company following the Closing, and payment is expected to be received within 30 days.
D. Escrow. Commonwealth Escrow Services, Inc., 75 Federal Street, Suite 800, Boston, MA 02110, was identified as an available escrow agent in advance of the Closing in the event that an escrow arrangement was necessary (for example, if conditions to closing could not be simultaneously satisfied or if a holdback was required). Ultimately, no escrow arrangement was utilized, and all investment funds flowed directly from the Investors to the Company's operating account at Crescent National Bank. Commonwealth Escrow was not engaged and did not receive any funds in connection with the Transaction.
VII. Founder Vesting
As a condition to the Series A Financing and pursuant to the terms negotiated in the Transaction, the existing shares of Common Stock held by each of the Company's co-founders are now subject to reverse vesting under restricted stock purchase agreements entered into at or prior to the Closing. The vesting terms are as follows:
• Dr. Amara Osei — Holder of 3,200,000 shares of Common Stock. Dr. Osei's shares are subject to a four-year vesting schedule with a one-year cliff. Vesting commences on the date of the Company's incorporation (July 12, 2023), with 25% of shares vesting on the one-year anniversary of the vesting commencement date and the remaining 75% of shares vesting in equal monthly installments over the subsequent 36 months.
• Julian Voss — Holder of 2,800,000 shares of Common Stock. Mr. Voss's shares are subject to the same four-year vesting schedule with a one-year cliff as described above for Dr. Osei, with vesting commencing on the date of the Company's incorporation (July 12, 2023).
In recognition of the founders' service to the Company since its incorporation, the vesting schedules include a credit for time served. As of the Closing Date (June 15, 2026), each founder has served the Company for approximately 35 months since the July 12, 2023 incorporation date. Applying the 25% cliff credit (which vested on July 12, 2024) and monthly vesting thereafter (approximately 11 months of additional monthly vesting from July 12, 2024 through June 15, 2026), the founders have approximately 8.75 months of additional vesting credit applied beyond the cliff, for a total of approximately 25% cliff vesting plus approximately 8.75/36 monthly increments of the remaining 75% vested. The unvested shares are subject to the Company's right of repurchase upon a termination of the founder's service, which right lapses as additional shares vest. Each founder was advised by Ostrander Solutions to consider filing a Section 83(b) election with the Internal Revenue Service with respect to any unvested shares, as applicable, within 30 days of the date the shares became subject to the new vesting restrictions.
VIII. Board Composition — Post-Closing
Pursuant to the Voting Agreement, the Board of Directors of Quillen Technologies, Inc. consists of five (5) members following the Closing, as set forth below:
The independent director for Seat 5 is to be mutually agreed upon by the holders of a majority of the Common Stock and the holders of a majority of the Preferred Stock, each voting as a separate group. As of the Closing Date, the independent director has not yet been appointed, and the search for a suitable candidate is expected to be discussed at the first post-close Board meeting. The first post-close Board meeting has been scheduled for June 22, 2026.