[sheet: Cover]

[sheet: Cover]
Field | Value
Document Title | Capitalization Review & Cap Table Analysis — Quillen Technologies, Inc. (Pre- and Post-Series A Preferred Stock Financing)
Prepared By | Calderwood & Harkness LLP
Firm Address | 555 Mission Street, Suite 3100, San Francisco, CA 94105
C&H Matter Number | 1002-00002
Billing Code | 78412.001
Prepared For | Pinnacle Venture Fund II LP
Client Address | 450 Pacific Heights Boulevard, Suite 1200, San Francisco, CA 94115
Client Contacts | Christine Aldridge (Partner, Deal Lead); Tomas Medina (VP, Due Diligence)
Target Company | Quillen Technologies, Inc.
Target Company EIN | 93-4817265
Target Company DE File Number | 7384219
Target Company Address | 88 Garrison Street, Floor 4, Boston, MA 02116
Jurisdiction of Incorporation | Delaware (incorporated July 12, 2023)
Transaction | Series A Preferred Stock Financing — $22,500,000
Date Prepared | May 10, 2026
Lead Associate | Leila Nazari
Reviewed By | Rachel Bernstein (Responsible Partner)
Sources | Quillen Technologies corporate records provided via Fenwick, Torres & Keane LLP (Gregory Navarro / Sophie Marchetti); 2023 Equity Incentive Plan; Convertible Note Purchase Agreements (March 15, 2024); Series Seed Stock Purchase Agreement (October 2023)
Confidentiality | ATTORNEY WORK PRODUCT — PRIVILEGED & CONFIDENTIAL
[sheet: Pre-Series A Cap Table]
Holder / Category | Security Type | Shares Outstanding | Price Per Share | Aggregate Investment | % of Outstanding Shares | % Fully Diluted | Notes
--- COMMON STOCK ---
Dr. Amara Osei (Co-Founder & CEO) | Common Stock | 3,200,000 | N/A (founder shares) | N/A | 30.48% | 25.60% | Co-Founder; subject to proposed 4-year vesting with 1-year cliff and 25% vesting credit (~8.75 months)
Julian Voss (Co-Founder & CTO) | Common Stock | 2,800,000 | N/A (founder shares) | N/A | 26.67% | 22.40% | Co-Founder; subject to proposed 4-year vesting with 1-year cliff and 25% vesting credit (~8.75 months)
Priya Chandrasekar (VP of Product) | Common Stock | 400,000 | N/A | N/A | 3.81% | 3.20% | Joined January 2025
Other Common Stockholders (employees) | Common Stock | 1,600,000 | N/A | N/A | 15.24% | 12.80% | Balance of 8,000,000 outstanding common shares
SUBTOTAL — Common Stock | 8,000,000 | 76.19% | 64.00%
--- SERIES SEED PREFERRED STOCK ---
Harborview Angel Syndicate LLC | Series Seed Preferred Stock | 1,500,000 | $1.20 | $1,800,000 | 14.29% | 12.00% | Managing Member: Margaret "Peggy" Dunlap
Ridgepoint Seed Partners LP | Series Seed Preferred Stock | 1,000,000 | $1.20 | $1,200,000 | 9.52% | 8.00% | General Partner: Aaron Fitch
SUBTOTAL — Series Seed Preferred | 2,500,000 | $1.20 | $3,000,000 | 23.81% | 20.00% | October 2023 closing
TOTAL OUTSTANDING SHARES | 10,500,000 | $3,000,000 | 100.00% | 84.00%
--- OPTIONS ---
Options Granted (under 2023 Equity Incentive Plan) | Common Stock Options | 1,200,000 | Various | N/A | 9.60% | 1,200,000 granted out of 2,000,000 authorized pool
Options Unissued (reserved) | Common Stock Options (unissued) | 800,000 | N/A | N/A | 6.40% | 800,000 remaining in current pool
TOTAL OPTION POOL (Authorized) | 2,000,000 | N/A | 16.00% | 2023 Equity Incentive Plan
TOTAL FULLY DILUTED (Pre-Series A) | 12,500,000 | 100.00% | 10,500,000 outstanding + 2,000,000 option pool = 12,500,000
--- CONVERTIBLE NOTES (not yet converted) ---
Convertible Notes (not yet converted) | Convertible Promissory Notes | N/A | N/A | $1,500,000 principal | N/A | See conversion tab | Issued March 15, 2024; 6% simple interest; 20% discount; $25M cap; extended maturity June 30, 2026
[sheet: Convertible Note Conversion]
Item / Note Holder | Principal Amount | Interest Rate | Issue Date | Assumed Closing Date | Months Outstanding | Accrued Interest | Total Conversion Amount | Discount Price | Cap Price | Conversion Price (lower of) | Shares Issued on Conversion | Notes
--- AGGREGATE NOTE TERMS ---
Total Convertible Notes | $1,500,000 | 6% simple | March 15, 2024 | June 15, 2026 | 27 | $202,500 | $1,702,500 | $4.00 | $2.00 | $2.00 | 851,250 | Cap price controls; more favorable to note holders
--- DISCOUNT PRICE CALCULATION ---
Series A Price Per Share | $5.00
Discount Rate | 20%
Discount Price = $5.00 × (1 − 0.20) | $4.00
--- CAP PRICE CALCULATION ---
Valuation Cap | $25,000,000
Fully Diluted Pre-Money Shares (for cap) | 12,500,000 | 8,000,000 Common + 2,500,000 Seed Preferred + 2,000,000 option pool
Cap Price = $25,000,000 ÷ 12,500,000 | $2.00
--- CONTROLLING CONVERSION PRICE ---
Lower of discount ($4.00) and Cap ($2.00) | $2.00 | Cap price controls
--- ACCRUED INTEREST CALCULATION ---
Principal × Rate × (Months / 12) | $1,500,000 | 6% | 27 | $202,500 | $1,500,000 × 0.06 × (27/12) = $202,500
--- PER-HOLDER BREAKDOWN ---
Harborview Angel Syndicate LLC | $750,000 | 6% | March 15, 2024 | June 15, 2026 | 27 | $101,250 | $851,250 | $4.00 | $2.00 | $2.00 | 425,625 | Managing Member: Margaret "Peggy" Dunlap; also holds 1,500,000 Series Seed shares
Caldwell Family Office LLC | $500,000 | 6% | March 15, 2024 | June 15, 2026 | 27 | $67,500 | $567,500 | $4.00 | $2.00 | $2.00 | 283,750 | Principal: Nathan Caldwell; Connecticut LLC
Dr. Lawrence Hu (Individual) | $250,000 | 6% | March 15, 2024 | June 15, 2026 | 27 | $33,750 | $283,750 | $4.00 | $2.00 | $2.00 | 141,875 | Angel investor; former pension fund CIO
TOTAL | $1,500,000 | $202,500 | $1,702,500 | $2.00 | 851,250 | 425,625 + 283,750 + 141,875 = 851,250
[sheet: Series A New Money Allocation]
Investor | Entity Type | Jurisdiction | Investment Amount | Price Per Share | Shares of Series A Preferred | % of Round | Contact Person | Counsel | Notes
Pinnacle Venture Fund II LP (Lead Investor) | Limited Partnership | Delaware | $14,000,000 | $5.00 | 2,800,000 | 62.22% | Christine Aldridge, Partner | Calderwood & Harkness LLP | GP: Pinnacle Capital Management LLC; EIN: 88-3529104; Fund Size: $385M (2025 vintage)
Blackthorn Growth Fund III LP | Limited Partnership | Delaware | $6,000,000 | $5.00 | 1,200,000 | 26.67% | Diana Hershfield, Partner | Whitfield & Pryor LLP (New York, NY) | Co-investor
Stonebridge Ventures LLC | LLC | New York | $2,500,000 | $5.00 | 500,000 | 11.11% | Kevin Ashby, Managing Director | N/A (to be confirmed) | Co-investor
TOTAL — Series A New Money | $22,500,000 | $5.00 | 4,500,000 | 100.00% | $14,000,000 + $6,000,000 + $2,500,000 = $22,500,000
[sheet: Post-Series A Cap Table]
Holder / Category | Security Type | Shares | % of Outstanding | % Fully Diluted (incl. unissued options) | Notes
--- COMMON STOCK ---
Dr. Amara Osei (Co-Founder & CEO) | Common Stock | 3,200,000 | 20.19% | 16.98% | Subject to 4-year vesting, 1-year cliff, 25% credit for ~35 months served (~8.75 months credit)
Julian Voss (Co-Founder & CTO) | Common Stock | 2,800,000 | 17.67% | 14.86% | Subject to 4-year vesting, 1-year cliff, 25% credit
Priya Chandrasekar (VP of Product) | Common Stock | 400,000 | 2.52% | 2.12% | Joined January 2025
Other Common Stockholders | Common Stock | 1,600,000 | 10.10% | 8.49% | Various employees
SUBTOTAL — Common Stock | 8,000,000 | 50.47% | 42.46%
--- SERIES SEED PREFERRED STOCK ---
Harborview Angel Syndicate LLC | Series Seed Preferred | 1,500,000 | 9.46% | 7.96% | $1.20/share; $1.8M invested (October 2023)
Ridgepoint Seed Partners LP | Series Seed Preferred | 1,000,000 | 6.31% | 5.31% | $1.20/share; $1.2M invested (October 2023)
SUBTOTAL — Series Seed Preferred | 2,500,000 | 15.77% | 13.27%
--- SERIES A PREFERRED STOCK (New Money) ---
Pinnacle Venture Fund II LP | Series A Preferred | 2,800,000 | 17.67% | 14.86% | $5.00/share; $14,000,000; Lead Investor
Blackthorn Growth Fund III LP | Series A Preferred | 1,200,000 | 7.57% | 6.37% | $5.00/share; $6,000,000
Stonebridge Ventures LLC | Series A Preferred | 500,000 | 3.15% | 2.65% | $5.00/share; $2,500,000
SUBTOTAL — Series A Preferred (New Money) | 4,500,000 | 28.39% | 23.88%
--- SERIES A PREFERRED STOCK (Note Conversion) ---
Harborview Angel Syndicate LLC | Series A Preferred (conversion) | 425,625 | 2.69% | 2.26% | $2.00/share conversion price; $851,250 conversion amount
Caldwell Family Office LLC | Series A Preferred (conversion) | 283,750 | 1.79% | 1.51% | $2.00/share conversion price; $567,500 conversion amount
Dr. Lawrence Hu | Series A Preferred (conversion) | 141,875 | 0.90% | 0.75% | $2.00/share conversion price; $283,750 conversion amount
SUBTOTAL — Series A Preferred (Conversion) | 851,250 | 5.37% | 4.52% | Total note conversion: $1,702,500 ÷ $2.00
TOTAL SERIES A PREFERRED (All) | 5,351,250 | 33.76% | 28.40% | New money (4,500,000) + conversion (851,250)
--- OPTIONS ---
Options Outstanding (granted) | Common Stock Options | 1,200,000 | N/A (not outstanding shares) | 6.37% | Under 2023 Equity Incentive Plan
Options Unissued (reserved — expanded pool) | Common Stock Options (unissued) | 1,800,000 | N/A | 9.55% | Post-expansion: 3,000,000 authorized − 1,200,000 granted = 1,800,000 unissued (800,000 existing + 1,000,000 new expansion)
TOTAL OPTION POOL (Post-Expansion) | 3,000,000 | N/A | 15.92% | Expansion from 2,000,000 to 3,000,000; dilution borne by pre-Series A stockholders
--- TOTALS ---
TOTAL OUTSTANDING SHARES (excl. unissued options) | 15,851,250 | 100.00% | Common (8,000,000) + Seed Preferred (2,500,000) + Series A new money (4,500,000) + Series A conversion (851,250)
TOTAL OUTSTANDING + GRANTED OPTIONS | 17,051,250 | 15,851,250 + 1,200,000 granted options
TOTAL FULLY DILUTED (incl. all options) | 18,851,250 | 100.00% | 15,851,250 outstanding + 3,000,000 full expanded option pool = 18,851,250
[sheet: Pinnacle Ownership Analysis]
Metric | Numerator | Denominator | Result | Notes
Pinnacle Shares (Series A Preferred — new money) | 2,800,000 | N/A | 2,800,000 shares | $14,000,000 ÷ $5.00/share
% of Total Outstanding Shares | 2,800,000 | 15,851,250 | 17.67% | Outstanding = Common + Seed Preferred + all Series A Preferred
% Fully Diluted (incl. full expanded option pool) | 2,800,000 | 18,851,250 | 14.85% | Includes 3,000,000 expanded option pool
% Fully Diluted (excl. unissued options, incl. granted) | 2,800,000 | 17,051,250 | 16.42% | 15,851,250 outstanding + 1,200,000 granted options
% of Series A Round (new money) | 2,800,000 | 4,500,000 | 62.22% | $14.0M ÷ $22.5M
% of Total Series A Preferred (incl. conversion) | 2,800,000 | 5,351,250 | 52.33% | New money + conversion shares
% of Post-Money Valuation (economic basis) | $14,000,000 | $80,000,000 | 17.50% | Pinnacle investment ÷ post-money valuation
% of Non-Founder Equity (investor base) | 2,800,000 | 9,851,250 | 28.42% | Measured against Seed Preferred (2,500,000) + all Series A (5,351,250) + granted options (1,200,000) + unissued options (800,000)
Implied Value of Pinnacle Stake at Post-Money | $14,000,000 | 2,800,000 × $5.00/share
Board Representation | 1 seat | 5 total seats | 20% | Pinnacle designee: Christine Aldridge; Board = 2 Common + 2 Series A (1 Pinnacle, 1 Blackthorn) + 1 Independent
Liquidation Preference (1x non-participating) | $14,000,000 | Pinnacle position; under negotiation vs. company's proposed participating with 3x cap
Pro Rata Right on Future Rounds | Yes | Per Investors' Rights Agreement
Protective Provision — Debt > $500K | Pinnacle consent required | Pinnacle seeking consent right
Protective Provision — Acquisition / Liquidation | Pinnacle consent required | Pinnacle seeking consent right