[sheet: Cover & Summary]
Field | Detail
Document Title | Funds Flow Memorandum — Quillen Technologies, Inc. Series A Preferred Stock Financing
Prepared By | Calderwood & Harkness LLP, 555 Mission Street, Suite 3100, San Francisco, CA 94105
Matter Number | 1002-00002
Billing Code | 78412.001
Responsible Partner | Rachel Bernstein
Lead Associate | Leila Nazari
Date Prepared | June 13, 2026
Target Closing Date | June 15, 2026
Transaction | Series A Preferred Stock Financing of Quillen Technologies, Inc.
Governing Law | State of Delaware (DGCL)
Client / Lead Investor | Pinnacle Venture Fund II LP
Target Company | Quillen Technologies, Inc. (EIN: 93-4817265; DE File No. 7384219)
Company CEO | Dr. Amara Osei
Company Counsel | Fenwick, Torres & Keane LLP (Gregory Navarro / Sophie Marchetti)
Investor Counsel | Calderwood & Harkness LLP (Rachel Bernstein / Leila Nazari)
Co-Investor Counsel (Blackthorn) | Whitfield & Pryor LLP
Company Bank | Crescent National Bank, Boston, MA
Escrow Agent (if needed) | Commonwealth Escrow Services, Inc., 75 Federal Street, Suite 800, Boston, MA 02110
Total New-Money Investment | $22,500,000
Convertible Note Conversion (equity only, no cash flow) | $1,702,500 converting into 851,250 shares of Series A Preferred Stock
Net Cash to Quillen Technologies (before fee offsets) | $22,500,000
Investor Counsel Fee Reimbursement (max) | $75,000 — to be netted from closing proceeds or paid separately per agreement
Estimated Net Cash to Quillen Technologies (after max fee offset) | $22,425,000
Series A Price Per Share | $5.00
Pre-Money Valuation | $57,500,000
Post-Money Valuation | $80,000,000
Total Series A Shares Issued (new money + conversion) | 5,351,250
[sheet: Investor Wires — Inflows]
Item No. | Sending Party | Sending Party Address | Contact Person | Investment Amount | Series A Shares Issued | Price Per Share | % of Round | Receiving Party | Receiving Bank | Receiving Bank Address | ABA / Routing No. | Account Name | Account Number | Reference / Memo | Wire Deadline | Status
1 | Pinnacle Venture Fund II LP | 450 Pacific Heights Boulevard, Suite 1200, San Francisco, CA 94115 | Christine Aldridge, Partner / Sandeep Rajan, Managing Partner | $14,000,000.00 | 2,800,000 | $5.00 | 62.22% | Quillen Technologies, Inc. | Crescent National Bank | Boston, MA | [To be provided by Company Counsel] | Quillen Technologies, Inc. | [To be provided by Company Counsel] | Pinnacle VC — Series A Investment — Closing June 15, 2026 | June 15, 2026 by 12:00 PM ET | Pending
2 | Blackthorn Growth Fund III LP | [Address per Blackthorn / Whitfield & Pryor LLP] | Diana Hershfield, Partner | $6,000,000.00 | 1,200,000 | $5.00 | 26.67% | Quillen Technologies, Inc. | Crescent National Bank | Boston, MA | [To be provided by Company Counsel] | Quillen Technologies, Inc. | [To be provided by Company Counsel] | Blackthorn — Series A Investment — Closing June 15, 2026 | June 15, 2026 by 12:00 PM ET | Pending
3 | Stonebridge Ventures LLC | [Address per Stonebridge] | Kevin Ashby, Managing Director | $2,500,000.00 | 500,000 | $5.00 | 11.11% | Quillen Technologies, Inc. | Crescent National Bank | Boston, MA | [To be provided by Company Counsel] | Quillen Technologies, Inc. | [To be provided by Company Counsel] | Stonebridge — Series A Investment — Closing June 15, 2026 | June 15, 2026 by 12:00 PM ET | Pending
TOTAL | $22,500,000.00 | 4,500,000 | $5.00 | 100.00%
[sheet: Convertible Note Conversion]
Item No. | Note Holder | Note Holder Contact | Original Principal | Interest Rate | Issuance Date | Closing Date | Accrual Period (months) | Accrued Interest | Total Conversion Amount | Valuation Cap | Cap-Derived Conversion Price | Discount Rate | Discount-Derived Price | Applicable Conversion Price | Shares Issued on Conversion | Cash Flow at Closing | Notes
1 | Harborview Angel Syndicate LLC | Margaret "Peggy" Dunlap, Managing Member | $750,000.00 | 6% | March 15, 2024 | June 15, 2026 | 27 | $101,250.00 | $851,250.00 | $25,000,000 | $2.00 | 20% | $4.00 | $2.00 | 425,625 | $0.00 | Conversion only; no cash changes hands. Cap price ($2.00) controls as more favorable to holder than discount price ($4.00).
2 | Caldwell Family Office LLC | Nathan Caldwell, Principal | $500,000.00 | 6% | March 15, 2024 | June 15, 2026 | 27 | $67,500.00 | $567,500.00 | $25,000,000 | $2.00 | 20% | $4.00 | $2.00 | 283,750 | $0.00 | Conversion only; no cash changes hands. Cap price ($2.00) controls as more favorable to holder than discount price ($4.00).
3 | Dr. Lawrence Hu (Individual) | Dr. Lawrence Hu | $250,000.00 | 6% | March 15, 2024 | June 15, 2026 | 27 | $33,750.00 | $283,750.00 | $25,000,000 | $2.00 | 20% | $4.00 | $2.00 | 141,875 | $0.00 | Conversion only; no cash changes hands. Cap price ($2.00) controls as more favorable to holder than discount price ($4.00).
TOTAL | $1,500,000.00 | $202,500.00 | $1,702,500.00 | 851,250 | $0.00 | All conversions are equity-only; no cash flow at closing. Fully-diluted pre-money shares: 12,500,000.
[sheet: Fee Payments]
Item No. | Payee | Payee Address | Description | Maximum Amount | Estimated Amount | Payment Method | Funding Source | Receiving Bank | ABA / Routing No. | Account Name | Account Number | Reference / Memo | Status
1 | Calderwood & Harkness LLP (Investor Counsel) | 555 Mission Street, Suite 3100, San Francisco, CA 94105 | Legal fee reimbursement — investor counsel for Series A financing (Company obligation per term sheet) | $75,000.00 | $60,000–$75,000 | Wire transfer — to be netted from closing proceeds or paid separately per agreement with Company | Quillen Technologies, Inc. (from closing proceeds) | [To be provided by C&H] | [To be provided by C&H] | Calderwood & Harkness LLP Client Trust Account | [To be provided by C&H] | Quillen Technologies Series A — Investor Counsel Fee Reimbursement — Matter 1002-00002 | Pending — final invoice to be submitted at closing
2 | Fenwick, Torres & Keane LLP (Company Counsel) | 200 Clarendon Street, Suite 3400, Boston, MA 02116 | Company counsel legal fees for Series A financing (Company expense, not investor obligation) | N/A — Company expense | [Per Ostrander Solutions invoice] | Wire transfer — paid by Company from closing proceeds or operating funds | Quillen Technologies, Inc. | [To be provided by Ostrander Solutions] | [To be provided by Ostrander Solutions] | [To be provided by Ostrander Solutions] | [To be provided by Ostrander Solutions] | Quillen Technologies Series A — Company Counsel Fees | Pending — for Company's account; not an investor obligation
3 | Delaware Secretary of State | 401 Federal Street, Suite 4, Dover, DE 19901 | Filing fee for Amended and Restated Certificate of Incorporation | $500.00 | $500.00 | Wire or check — paid by Company | Quillen Technologies, Inc. | N/A | N/A | N/A | N/A | Quillen Technologies — DE Filing Fee — A&R Certificate | Pending — Company expense
[sheet: Summary Funds Flow]
Line Item | Payor / Source | Payee / Destination | Amount | Type | Notes
INFLOWS
1. Pinnacle Venture Fund II LP — Series A Investment | Pinnacle Venture Fund II LP | Quillen Technologies, Inc. (Crescent National Bank) | $14,000,000.00 | Wire — New Money | 2,800,000 shares of Series A Preferred at $5.00/share
2. Blackthorn Growth Fund III LP — Series A Investment | Blackthorn Growth Fund III LP | Quillen Technologies, Inc. (Crescent National Bank) | $6,000,000.00 | Wire — New Money | 1,200,000 shares of Series A Preferred at $5.00/share
3. Stonebridge Ventures LLC — Series A Investment | Stonebridge Ventures LLC | Quillen Technologies, Inc. (Crescent National Bank) | $2,500,000.00 | Wire — New Money | 500,000 shares of Series A Preferred at $5.00/share
TOTAL INFLOWS | $22,500,000.00
OUTFLOWS / OFFSETS
4. Investor Counsel Fee Reimbursement (C&H) | Quillen Technologies, Inc. | Calderwood & Harkness LLP | Up to $75,000.00 | Wire — Fee Offset | Netted from proceeds or paid separately; final amount per C&H closing invoice
5. Company Counsel Fees (Ostrander Solutions) | Quillen Technologies, Inc. | Fenwick, Torres & Keane LLP | [Per Ostrander Solutions Invoice] | Company Expense | Not an investor obligation; paid from Company funds
6. Delaware Filing Fee | Quillen Technologies, Inc. | Delaware Secretary of State | $500.00 | Company Expense | Filing fee for Amended and Restated Certificate of Incorporation
ESTIMATED NET PROCEEDS TO QUILLEN | Quillen Technologies, Inc. (Crescent National Bank) | $22,425,000.00 (minimum, assuming max C&H reimbursement) | Before Company counsel and other Company expenses
NON-CASH EVENTS
7. Convertible Note Conversion — Harborview Angel Syndicate LLC | N/A | N/A | $0.00 (equity conversion) | Note Conversion | $851,250 converts to 425,625 shares at $2.00/share
8. Convertible Note Conversion — Caldwell Family Office LLC | N/A | N/A | $0.00 (equity conversion) | Note Conversion | $567,500 converts to 283,750 shares at $2.00/share
9. Convertible Note Conversion — Dr. Lawrence Hu | N/A | N/A | $0.00 (equity conversion) | Note Conversion | $283,750 converts to 141,875 shares at $2.00/share
TOTAL CONVERSION SHARES ISSUED | $0.00 cash | Note Conversion | Aggregate: $1,702,500 principal + interest converts into 851,250 shares of Series A Preferred at $2.00/share
GRAND TOTAL — ALL SERIES A SHARES AT CLOSING | $22,500,000.00 cash; $1,702,500.00 converted debt | Total Series A shares issued: 5,351,250 (4,500,000 new money + 851,250 conversion)
[sheet: Wire Instructions]
Party | Role | Bank Name | Bank Address | ABA / Routing Number | Account Name | Account Number | SWIFT Code | Reference / Memo Line | Confirmed By | Confirmation Date
Quillen Technologies, Inc. (Receiving) | Target Company — recipient of investment funds | Crescent National Bank | Boston, MA | [TBD — to be provided by Ostrander Solutions / Quillen] | Quillen Technologies, Inc. | [TBD] | [TBD] | Quillen Technologies Series A Closing — June 15, 2026 | [Pending confirmation from Gregory Navarro / Sophie Marchetti, Ostrander Solutions] | [Pending]
Pinnacle Venture Fund II LP (Sending) | Lead Investor | [TBD — per Pinnacle] | San Francisco, CA | [TBD] | Pinnacle Venture Fund II LP | [TBD] | [TBD] | Series A Investment — Quillen Technologies | [Pending confirmation from Christine Aldridge / Sandeep Rajan] | [Pending]
Blackthorn Growth Fund III LP (Sending) | Co-Investor | [TBD — per Whitfield & Pryor LLP] | [TBD] | [TBD] | Blackthorn Growth Fund III LP | [TBD] | [TBD] | Series A Investment — Quillen Technologies | [Pending confirmation from Diana Hershfield / W&P] | [Pending]
Stonebridge Ventures LLC (Sending) | Co-Investor | [TBD — per Stonebridge] | [TBD] | [TBD] | Stonebridge Ventures LLC | [TBD] | [TBD] | Series A Investment — Quillen Technologies | [Pending confirmation from Kevin Ashby] | [Pending]
Calderwood & Harkness LLP (Receiving — Fee Reimbursement) | Investor Counsel | [TBD — per C&H] | San Francisco, CA | [TBD] | Calderwood & Harkness LLP Client Trust Account | [TBD] | [TBD] | Investor Counsel Fee Reimbursement — Matter 1002-00002 / Billing Code 78412.001 | [To be confirmed by Rachel Bernstein] | [Pending]
Fenwick, Torres & Keane LLP (Receiving — Company Counsel Fees) | Company Counsel | [TBD — per Ostrander Solutions] | Boston, MA | [TBD] | [TBD] | [TBD] | [TBD] | Company Counsel Fees — Quillen Series A | [To be confirmed by Gregory Navarro] | [Pending]