corporate-organization-memo.docx

1002-00002 · Pinnacle Venture Fund II LP · Diligence/Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

555 Mission Street, Suite 3100 San Francisco, California 94105 Telephone: (415) 782-6000 Facsimile: (415) 782-6001 www.calderwoodharkness.com

MEMORANDUM

TO: Christine Aldridge, Partner, Deal Lead, Pinnacle Venture Fund II LP Tomas Medina, Vice President, Due Diligence, Pinnacle Venture Fund II LP

FROM: Rachel Bernstein, Responsible Partner, Calderwood & Harkness LLP Leila Nazari, Lead Associate, Calderwood & Harkness LLP

DATE: May 2, 2026

RE: Corporate Organization & Good Standing Review — Quillen Technologies, Inc.

Matter No.: 1002-00002

Billing Code: 78412.001

I. Executive Summary

This memorandum summarizes the results of Calderwood & Harkness LLP's review of the corporate organization and good standing of Quillen Technologies, Inc. ("Quillen" or the "Company") in connection with Pinnacle Venture Fund II LP's ("Pinnacle" or the "Fund") proposed $14,000,000 lead investment in the Company's $22,500,000 Series A Preferred Stock financing (the "Series A Financing"). The Series A Financing will include participation from Blackthorn Growth Fund III LP and other co-investors alongside Pinnacle's lead commitment.

The scope of this review encompasses the Company's charter documents, bylaws, board of directors and stockholder minutes and written consents, state formation and qualification filings, certificates of good standing, registered agent information, officer and director composition, outstanding equity and equity-linked instruments, and qualification in foreign jurisdictions. Our review was conducted for the purpose of confirming that the Company is duly organized, validly existing, and in good standing in its jurisdiction of incorporation and any jurisdictions in which it is qualified to do business as a foreign corporation, and that all material corporate actions to date have been properly authorized and documented.

The documents and records reviewed in connection with this memorandum were provided by Quillen's outside counsel, Fenwick, Torres & Keane LLP ("Fenwick"), through Gregory Navarro, Partner, and Sophie Marchetti, Senior Associate, in response to Calderwood & Harkness's due diligence request list (the "Request List") transmitted to Fenwick on April 18, 2026. All diligence materials were delivered via Fenwick's secure virtual data room between April 21 and April 29, 2026. A complete itemization of the documents reviewed is set forth in Section X below.

Overall Conclusion: Based on our review, the corporate organization of Quillen Technologies, Inc. is in order, subject to the specific items and observations noted in Section IX of this memorandum. No material deficiencies were identified in the Company's organizational documents, corporate governance records, or state filings that would prevent the closing of the Series A Financing, which is currently targeted for June 15, 2026. Certain follow-up items — principally the execution of requisite stockholder and board consents, the filing of an Amended and Restated Certificate of Incorporation, the implementation of founder vesting arrangements, and the confirmation of foreign qualification requirements and directors' and officers' liability insurance coverage — are identified herein and will need to be addressed in advance of or concurrently with closing.

II. Formation and Certificate of Incorporation

A. Original Certificate of Incorporation

Quillen Technologies, Inc. was incorporated in the State of Delaware on July 12, 2023, by the filing of a Certificate of Incorporation with the Office of the Secretary of State of the State of Delaware. The Company was assigned Delaware Secretary of State File Number 7384219. A certified copy of the original Certificate of Incorporation was obtained from the Delaware Secretary of State and was reviewed in connection with this memorandum.

The Company was organized as a C-Corporation under the General Corporation Law of the State of Delaware, Title 8 of the Delaware Code (the "DGCL"). The Company's Employer Identification Number, as assigned by the Internal Revenue Service, is 93-4817265. The Company's fiscal year ends on December 31.

The original Certificate of Incorporation was filed by a sole incorporator and contains standard provisions customary for an early-stage Delaware C-Corporation, including provisions relating to the corporate purpose (general purpose clause permitting any lawful act or activity), the registered office and registered agent in the State of Delaware, and the limitation of director liability to the fullest extent permitted by Section 102(b)(7) of the DGCL, as then in effect. We note that the exculpation provision in the original Certificate of Incorporation was drafted prior to the enactment of the 2022 amendments to Section 102(b)(7) of the DGCL (effective August 1, 2022), which extended exculpation to certain senior officers. The Amended and Restated Certificate of Incorporation to be filed in connection with the Series A Financing should be updated to reflect the expanded officer exculpation provisions now available under the DGCL, if the parties so desire.

B. Authorized Capital Stock at Formation

As originally filed, the Certificate of Incorporation authorized 15,000,000 shares of Common Stock, par value $0.0001 per share. No class of Preferred Stock was authorized at formation. This is consistent with customary practice for a Delaware corporation at the time of initial incorporation prior to any institutional financing.

At the time of formation, 8,000,000 shares of Common Stock were issued to the Company's founders and initial contributors, as described in further detail in Section VII.A below. The stock ledger reviewed in connection with this memorandum reflects these initial issuances, and corresponding evidence of payment of par value was noted in the Company's records.

C. Amended Certificate — Series Seed Preferred Stock

In connection with the Company's Series Seed Preferred Stock financing, which closed in October 2023 (the "Seed Financing"), an Amended and Restated Certificate of Incorporation (the "Amended Certificate") was filed with the Delaware Secretary of State. A copy of the Amended Certificate, bearing the filing stamp of the Delaware Secretary of State, was reviewed.

The Amended Certificate authorized, in addition to the 15,000,000 shares of Common Stock previously authorized, the issuance of 2,500,000 shares of Series Seed Preferred Stock, par value $0.0001 per share. The Amended Certificate set forth the rights, preferences, privileges, and restrictions of the Series Seed Preferred Stock, including the following material terms:

(i) a liquidation preference equal to the original issue price of $1.20 per share, plus any declared but unpaid dividends thereon, payable in preference to the Common Stock upon any liquidation, dissolution, or winding up of the Company, or upon any Deemed Liquidation Event (as defined therein);

(ii) optional conversion rights, permitting each share of Series Seed Preferred Stock to be converted into one (1) share of Common Stock (subject to customary antidilution adjustments), at the option of the holder at any time;

(iii) automatic conversion of all outstanding Series Seed Preferred Stock into Common Stock upon the closing of a firm commitment underwritten public offering with aggregate gross proceeds to the Company of not less than $50,000,000 and a per share price of not less than three times (3x) the original issue price of the Series Seed Preferred Stock (i.e., $3.60 per share), or upon the written consent of the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock;

(iv) broad-based weighted average antidilution protection;

(v) the right to vote on an as-converted basis with the Common Stock on all matters submitted to stockholders, and certain protective provisions requiring the consent of the holders of a majority of the outstanding Series Seed Preferred Stock for specified corporate actions; and

(vi) the right to designate one (1) member of the Board of Directors, which designee right was exercised to appoint Margaret "Peggy" Dunlap as described in Section IV.A below.

All 2,500,000 authorized shares of Series Seed Preferred Stock were issued at a price of $1.20 per share, for aggregate gross proceeds to the Company of $3,000,000. The shares were issued to the following investors:

• Harborview Angel Syndicate LLC: 1,500,000 shares of Series Seed Preferred Stock ($1,800,000 aggregate purchase price)

• Ridgepoint Seed Partners LP: 1,000,000 shares of Series Seed Preferred Stock ($1,200,000 aggregate purchase price)

We reviewed the executed Series Seed Preferred Stock Purchase Agreement and the related transaction documents (including the Investors' Rights Agreement, Right of First Refusal and Co-Sale Agreement, and Voting Agreement executed in connection with the Seed Financing) to confirm consistency with the terms reflected in the Amended Certificate. The transaction documents were consistent in all material respects.

D. Current Authorized Capital

Based on the foregoing, the current authorized capital stock of the Company is as follows:

It is noted and expected that the Amended and Restated Certificate of Incorporation to be filed in connection with the Series A Financing (the "Series A Restated Certificate") will effect the following changes to the authorized capital stock structure:

(a) authorize the creation and issuance of a new series of Series A Preferred Stock, with the rights, preferences, and privileges to be set forth therein consistent with the executed term sheet for the Series A Financing;

(b) increase the total number of authorized shares of Common Stock to accommodate the expansion of the equity incentive plan option pool to 3,000,000 shares and to provide sufficient headroom for the conversion of all outstanding Preferred Stock (both Series Seed and Series A) and the conversion of the outstanding convertible promissory notes; and

(c) make such other amendments and restatements to the certificate of incorporation as are customary for a Series A Preferred Stock financing.

The form of the Series A Restated Certificate is currently being negotiated between Calderwood & Harkness LLP (on behalf of Pinnacle) and Fenwick (on behalf of the Company).

III. Bylaws

We reviewed the Bylaws of Quillen Technologies, Inc. (the "Bylaws"), which were adopted by the Board of Directors on July 12, 2023, simultaneously with the organizational actions of the sole incorporator. The Bylaws are substantially in standard form for a Delaware corporation and are based on a widely used template customary for venture-backed technology companies incorporated in Delaware.

The Bylaws address the following principal subjects:

(a) Board of Directors. The Bylaws provide that the business and affairs of the Company shall be managed by or under the direction of the Board of Directors. The number of directors is to be determined by resolution of the Board, subject to the terms of the Certificate of Incorporation and any agreements among the Company and its stockholders (e.g., the Voting Agreement). Directors are elected at each annual meeting of stockholders and serve until their successors are duly elected and qualified, or until their earlier resignation, removal, or death.

(b) Meetings of Stockholders. The Bylaws provide for annual and special meetings of stockholders, establish quorum requirements (holders of a majority of the shares entitled to vote, present in person or by proxy), and permit action by written consent of stockholders in lieu of a meeting, to the extent permitted under Section 228 of the DGCL.

(c) Meetings of Directors. The Bylaws establish procedures for regular and special meetings of the Board of Directors, provide for written notice requirements, establish quorum provisions (a majority of the total number of directors then in office), and permit action by unanimous written consent of the Board in lieu of a meeting, consistent with Section 141(f) of the DGCL.

(d) Officers. The Bylaws authorize the Board to appoint officers of the Company, including a Chief Executive Officer, a President, a Secretary, and a Treasurer, as well as such other officers as the Board may from time to time determine. The Bylaws expressly provide that any number of offices may be held by the same person, consistent with Section 142(a) of the DGCL.

(e) Indemnification and Advancement of Expenses. The Bylaws provide for the indemnification of directors and officers of the Company to the fullest extent permitted by the DGCL, including the mandatory advancement of expenses incurred in connection with any proceeding to the fullest extent permitted by law. The indemnification provisions are consistent with the exculpation provisions in the Certificate of Incorporation and are customary for a venture-backed Delaware corporation.

(f) Stock Certificates and Transfers. The Bylaws provide that shares may be evidenced by certificates or may be uncertificated, and establish procedures for the transfer of shares and the maintenance of stock records.

(g) Amendments. The Bylaws may be amended or repealed by the Board of Directors or by the stockholders, subject to any limitations imposed by the Certificate of Incorporation.

No amendments to the Bylaws since their initial adoption on July 12, 2023 were identified in the diligence materials. The Bylaws do not contain any materially non-standard or unusual provisions that would be inconsistent with customary venture-backed company practice or that would raise concerns in connection with the Series A Financing. We note that the Bylaws do not include an exclusive forum provision designating the Court of Chancery of the State of Delaware as the exclusive forum for certain intra-corporate disputes. While not legally required, such a provision has become increasingly common in venture-backed company bylaws and could be considered for adoption by the Board in connection with the post-closing corporate housekeeping.

IV. Board of Directors — Composition and Minutes

A. Current Board Composition

The Board of Directors of the Company currently consists of three (3) members, as follows:

Dr. Osei and Mr. Voss were elected as the initial directors of the Company pursuant to the organizational consent of the sole incorporator dated July 12, 2023. Ms. Dunlap was appointed to the Board in October 2023 in connection with the Seed Financing, pursuant to the designee rights granted to the holders of the Series Seed Preferred Stock under the Voting Agreement entered into as part of the Seed Financing.

We confirmed that the current Board composition is consistent with the Voting Agreement executed in connection with the Seed Financing, which provides for a board of three (3) directors: two (2) designated by the holders of Common Stock and one (1) designated by the holders of Series Seed Preferred Stock.

Post-Series A Board Reconstitution. Pursuant to the term sheet for the Series A Financing and the form of Amended and Restated Voting Agreement currently being negotiated, the Board of Directors will be reconstituted at closing to consist of five (5) seats, allocated as follows:

(i) Two (2) Common Stock designees — anticipated to be Dr. Amara Osei and Julian Voss, as designated by the holders of Common Stock;

(ii) Two (2) Series A Preferred Stock designees:

(a) One (1) designated by Pinnacle Venture Fund II LP — anticipated to be Christine Aldridge; and

(b) One (1) designated by Blackthorn Growth Fund III LP — anticipated to be Diana Hershfield; and

(iii) One (1) independent director — to be mutually agreed upon by the holders of Common Stock and the holders of a majority of the Preferred Stock, such independent director to be appointed within ninety (90) days following closing (or such later date as the parties may agree).

The current Series Seed board designee right held by Harborview Angel Syndicate LLC will terminate upon the effectiveness of the Amended and Restated Voting Agreement at the Series A closing. We understand from preliminary discussions with Fenwick that Harborview has been informed of and has consented to this reconstitution, and that its consent (to the extent required as a party to the existing Voting Agreement) will be delivered at closing. Ms. Dunlap's continued service on the Board following the Series A closing, if any, would be at the discretion of the reconstituted Board and the parties to the Amended and Restated Voting Agreement.

B. Board Minutes and Written Consents Reviewed

We reviewed the following actions of the Board of Directors, each of which was documented by either a written consent of the Board in lieu of a meeting (pursuant to Section 141(f) of the DGCL) or by minutes of a duly convened meeting of the Board:

1. Organizational Consent of Sole Incorporator (July 12, 2023). The sole incorporator of the Company executed a written consent adopting the Bylaws, electing Dr. Amara Osei and Julian Voss as the initial directors of the Company, and authorizing the initial officers (as described in Section VI below). The organizational consent also authorized the opening of corporate bank accounts at Crescent National Bank. The organizational consent was in standard form and appears to have been properly executed.

2. Board Consent — Series Seed Financing (October 2023). A unanimous written consent of the Board of Directors was executed approving the Seed Financing, including the authorization and filing of the Amended and Restated Certificate of Incorporation, the issuance of 2,500,000 shares of Series Seed Preferred Stock at $1.20 per share, the entry into the Series Seed Preferred Stock Purchase Agreement and all related transaction documents (Investors' Rights Agreement, Right of First Refusal and Co-Sale Agreement, Voting Agreement, and related certificates and instruments), and the appointment of Ms. Dunlap to the Board as the Series Seed Preferred designee. The consent was signed by Dr. Osei and Mr. Voss and was properly documented.

3. Board Consent — Convertible Promissory Notes (March 2024). A unanimous written consent of the Board of Directors was executed authorizing the issuance of convertible promissory notes in the aggregate principal amount of $1,500,000 to three noteholders:

• Harborview Angel Syndicate LLC: $750,000 principal amount

• Caldwell Family Office LLC: $500,000 principal amount

• Dr. Lawrence Hu: $250,000 principal amount

The notes bear simple interest at a rate of 6% per annum, include a 20% discount to the price per share of equity securities sold in a Qualified Financing (as defined in the notes), and are subject to a $25,000,000 valuation cap. The original maturity date of the notes was March 15, 2026. The board consent authorized the execution and delivery of the notes and related documentation, and included customary determinations regarding the exemption from registration of the notes under the Securities Act of 1933, as amended. The consent was signed by all three directors (Dr. Osei, Mr. Voss, and Ms. Dunlap, Ms. Dunlap having been appointed to the Board prior to this date) and was properly documented.

4. Board Consent — Extension of Convertible Note Maturity. A subsequent unanimous written consent of the Board of Directors was executed authorizing the extension of the maturity date of the convertible promissory notes from March 15, 2026 to June 30, 2026, to allow sufficient time for the closing of the Series A Financing. The consent authorized the Company to enter into amendment agreements with each noteholder to effect the maturity extension. The consent was signed by all three directors and was properly documented. We note that the extended maturity date of June 30, 2026 provides a fifteen (15) day cushion beyond the target Series A closing date of June 15, 2026.

5. Board Consent — 2023 Equity Incentive Plan Adoption. A unanimous written consent of the Board of Directors was executed authorizing the adoption of the Quillen Technologies, Inc. 2023 Equity Incentive Plan (the "Plan"), providing for the reservation and issuance of up to 2,000,000 shares of Common Stock pursuant to stock options, restricted stock awards, and other equity awards to employees, directors, and consultants of the Company. The consent also approved the form of stock option agreement and the form of exercise notice to be used in connection with awards under the Plan. The Plan includes standard provisions regarding administration by the Board (or a committee thereof), vesting schedules, exercise prices, termination of awards upon cessation of service, and other customary terms. The Plan was adopted consistent with the requirements of Section 422 of the Internal Revenue Code with respect to incentive stock options.

6. Various Board Consents — Option Grants. We reviewed multiple unanimous written consents of the Board of Directors approving grants of stock options under the Plan to various employees and consultants of the Company. As of the date of the most recent records reviewed, a total of 1,200,000 options to purchase shares of Common Stock have been granted under the Plan, with 800,000 shares remaining available for future grants. Each option grant consent included a determination of the fair market value of the Common Stock at the time of grant (as required under Section 409A of the Internal Revenue Code) based on either a contemporaneous third-party valuation report (a "409A Valuation") or, for grants made prior to the Company's first 409A Valuation, the Board's good faith determination of fair market value. We confirmed that the Company obtained its first independent 409A Valuation from Benchmark Valuation Services LLC in connection with option grants made in calendar year 2024, and has since maintained updated 409A Valuations at approximately annual intervals. A review of the 409A Valuations themselves is outside the scope of this memorandum but is addressed in the separate Tax & Equity Compensation Diligence Memorandum.

7. Quarterly Board Meeting Minutes. We reviewed minutes from quarterly meetings of the Board of Directors, to the extent available in the diligence materials, through and including the first quarter of 2026. The minutes reflect that the Board met regularly to review the Company's financial performance, business operations, strategic initiatives, and other matters within the Board's oversight responsibilities. The minutes reflect proper notice, quorum, and voting procedures consistent with the Bylaws.

Conclusion Regarding Board Actions. Based on our review, all board actions documented in the materials provided to us appear to have been properly authorized, with the requisite quorum or, in the case of actions by written consent, the unanimous written consent of all directors then in office, as required by Section 141(f) of the DGCL. The records are well-organized and reflect a level of corporate governance hygiene that is consistent with a company at Quillen's stage of development.

V. Stockholder Consents and Actions

We reviewed the following actions of the stockholders of the Company, each of which was taken by written consent in lieu of a meeting pursuant to Section 228 of the DGCL:

1. Stockholder Written Consent — Amended Certificate of Incorporation (October 2023). A written consent of stockholders was executed approving the filing of the Amended and Restated Certificate of Incorporation in connection with the Seed Financing, including the creation and authorization of the Series Seed Preferred Stock and the designation of the rights, preferences, and privileges thereof. The consent was signed by Dr. Amara Osei and Julian Voss in their capacities as holders of Common Stock. At the time of the Seed Financing, Dr. Osei and Mr. Voss collectively held a majority of the outstanding shares of Common Stock (and, since no Preferred Stock was then outstanding, a majority of all outstanding shares entitled to vote on the matter), and their consent was sufficient to approve the amendment under Section 242 of the DGCL and the Company's Certificate of Incorporation.

2. Stockholder Written Consent — 2023 Equity Incentive Plan. A written consent of stockholders was executed approving the adoption of the 2023 Equity Incentive Plan and the reservation of 2,000,000 shares of Common Stock for issuance thereunder. The consent was signed by the requisite holders of Common Stock and Series Seed Preferred Stock. Stockholder approval of the Plan was obtained in accordance with the requirements of Section 422 of the Internal Revenue Code (necessary for incentive stock option treatment) and any applicable state securities laws.

3. Stockholder Written Consent — Convertible Note Maturity Extension. A written consent of stockholders was executed approving the extension of the maturity date of the outstanding convertible promissory notes from March 15, 2026 to June 30, 2026, to the extent such approval was required under the Certificate of Incorporation or the transaction documents governing the Series Seed Preferred Stock. We note that the protective provisions in the Amended Certificate may require the consent of the holders of a majority of the Series Seed Preferred Stock for certain actions, including the incurrence of indebtedness or the amendment of the terms thereof. The consent was signed by the requisite stockholders and appears to have been properly obtained.

No Annual Meetings. We note that no annual meetings of stockholders appear to have been held since the Company's incorporation. All stockholder actions reflected in the diligence materials were taken by written consent in lieu of a meeting. This is permissible under Section 228 of the DGCL, which permits any action required or permitted to be taken at any annual or special meeting of stockholders to 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, are 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. The Company's Certificate of Incorporation and Bylaws do not restrict the ability to act by written consent.

Series A Stockholder Consent. In connection with the Series A Financing, a written consent of stockholders will be required to approve the following actions:

(a) the filing of the Amended and Restated Certificate of Incorporation (the Series A Restated Certificate), which will authorize the creation of the Series A Preferred Stock, increase the authorized number of shares of Common Stock, and make other amendments;

(b) the increase in the authorized share pool under the 2023 Equity Incentive Plan from 2,000,000 shares to 3,000,000 shares (the "Option Pool Expansion"); and

The required stockholder consent must be obtained from holders representing at least a majority of the outstanding shares of Common Stock and a majority of the outstanding shares of Series Seed Preferred Stock (voting as a separate class to the extent required by the Amended Certificate's protective provisions and Section 242(b)(2) of the DGCL). Fenwick has confirmed that the preparation and circulation of this stockholder consent is underway and will be delivered as a closing deliverable. Given that the founders (Dr. Osei and Mr. Voss) hold 6,000,000 of the 8,000,000 outstanding shares of Common Stock and that Harborview Angel Syndicate LLC holds 1,500,000 of the 2,500,000 outstanding shares of Series Seed Preferred Stock, we do not anticipate difficulty in obtaining the required consents.

VI. Officers

A. Current Officers

The following individuals currently serve as officers of the Company, each having been appointed by the Board of Directors:

Dr. Osei currently serves in multiple officer capacities, holding the offices of Chief Executive Officer, Secretary, and Treasurer. The holding of multiple offices by a single individual is expressly permitted under Section 142(a) of the DGCL, which provides that any number of offices may be held by the same person unless the certificate of incorporation or bylaws otherwise provide. The Company's Certificate of Incorporation and Bylaws do not contain any restriction on the holding of multiple offices by a single person.

While the current officer structure is legally permissible, we note that the Company may wish to consider the appointment of additional officers as the organization matures and the operational and financial reporting demands increase following the Series A Financing. In particular, the Investors' Rights Agreement to be entered into in connection with the Series A Financing is expected to require the Company to deliver to the investors (i) monthly unaudited financial statements within thirty (30) days after the end of each month, (ii) annual audited financial statements within one hundred twenty (120) days after the end of each fiscal year, and (iii) an annual operating budget for the upcoming fiscal year no later than December 15 of the preceding year. The timely preparation and delivery of such financial information may warrant the appointment of a Chief Financial Officer or Controller. This observation is discussed further in Section IX.B below.

B. Key Employee — Non-Officer

We note the following key employee who is not currently designated as an officer of the Company:

Priya Chandrasekar — Vice President of Product. Ms. Chandrasekar joined the Company in January 2025 and holds 400,000 shares of Common Stock (representing approximately 5.0% of the outstanding Common Stock and approximately 3.8% of the total outstanding capital stock on a fully diluted basis before giving effect to the Series A Financing). Ms. Chandrasekar is not currently designated as a corporate officer under the Bylaws or pursuant to any board resolution. Her equity holdings and role within the Company are noted here for completeness.

VII. Outstanding Capital Stock and Equity Awards

Set forth below is a summary of the Company's outstanding capital stock, equity incentive plan, and convertible securities, based on the stock ledger, capitalization records, equity incentive plan documentation, and convertible note instruments reviewed in connection with this memorandum.

A. Common Stock

There are currently 8,000,000 shares of Common Stock issued and outstanding. The shares are held by the following individuals and groups:

The stock ledger reviewed identified the individual holders comprising the "other employees and early contributors" category, which includes approximately ten (10) additional individuals, each holding between 50,000 and 300,000 shares. A detailed listing of all stockholders and their respective holdings is maintained in the stock ledger and in the Capitalization Review & Cap Table Analysis workbook referenced in Section VII.E below.

All Common Stock was issued at or near the time of the Company's incorporation in July 2023, at par value ($0.0001 per share). We confirmed that the issuance of such shares was authorized by the Board of Directors and that the shares were issued in reliance upon applicable exemptions from registration under the Securities Act of 1933, as amended, and applicable state securities laws. The Company's Form D filings with the Securities and Exchange Commission were reviewed on the SEC's EDGAR database to confirm compliance with Regulation D filing requirements.

B. Series Seed Preferred Stock

There are currently 2,500,000 shares of Series Seed Preferred Stock issued and outstanding. The shares are held as follows:

The rights, preferences, and privileges of the Series Seed Preferred Stock are described in Section II.C above. Each share of Series Seed Preferred Stock is currently convertible into one (1) share of Common Stock, subject to customary antidilution adjustments. No antidilution adjustments have been triggered since the issuance of the Series Seed Preferred Stock, as no shares of equity securities have been issued at a price per share below the original issue price of $1.20 (the convertible notes, while issued at a discount, do not trigger antidilution until conversion into equity securities).

C. 2023 Equity Incentive Plan

The Company maintains the 2023 Equity Incentive Plan, which was adopted by the Board of Directors and approved by the stockholders, as described in Sections IV.B and V above. The status of the Plan is summarized below:

The 1,200,000 outstanding options were granted to various employees and consultants of the Company at exercise prices determined by the Board based on the fair market value of the Common Stock at the time of each grant, as discussed in Section IV.B above. We did not identify any grants that appear to have been made at an exercise price below fair market value or that otherwise raise concerns under Section 409A of the Internal Revenue Code, although a detailed review of the 409A Valuations is outside the scope of this memorandum.

Proposed Option Pool Expansion. In connection with the Series A Financing, the authorized share pool under the Plan is expected to be increased from 2,000,000 shares to 3,000,000 shares. Following the Option Pool Expansion, the total number of shares available for future grants will be 1,800,000 (consisting of the 800,000 shares currently available plus the 1,000,000 newly authorized shares). As contemplated by the term sheet, the dilution resulting from the Option Pool Expansion will be borne entirely by the pre-Series A stockholders (i.e., the founders and the Series Seed investors), and the post-money valuation of the Series A Financing will assume the expanded pool is fully allocated. This is a standard structural feature of institutional venture financings.

D. Convertible Notes

The Company has outstanding convertible promissory notes (the "Notes") in the aggregate principal amount of $1,500,000, which were issued on March 15, 2024. The Notes were issued to the following noteholders:

The material terms of the Notes are as follows:

• Interest Rate: 6% simple interest per annum (non-compounding)

• discount: 20% discount to the price per share of equity securities sold in a Qualified Financing

• Valuation Cap: $25,000,000

• Original Maturity Date: March 15, 2026

• Extended Maturity Date: June 30, 2026 (extended pursuant to amendment agreements authorized by the Board and consented to by the noteholders)

• Conversion: The Notes will convert into Series A Preferred Stock (or a shadow series thereof) at the closing of the Series A Financing, at the lesser of (a) the price per share reflecting the 20% discount to the Series A price per share, and (b) the price per share implied by dividing the valuation cap ($25,000,000) by the Company's capitalization (as defined in the Notes)

The detailed conversion mechanics, including the calculation of accrued interest as of the anticipated closing date, the determination of the applicable conversion price, and the number of shares to be issued upon conversion, are set forth in a separate Convertible Note Conversion Analysis Memorandum prepared by Calderwood & Harkness LLP. We note that as of the target closing date of June 15, 2026 (approximately 15 months from the issuance date), the aggregate accrued interest on the Notes will be approximately $112,500 (at 6% simple interest on $1,500,000 for 15 months), resulting in a total conversion amount of approximately $1,612,500.

We also note that Harborview Angel Syndicate LLC is both a Series Seed investor and a convertible noteholder, and the combined investment position of Harborview should be taken into account in the overall capitalization analysis and the negotiation of the Series A transaction documents.

E. Cross-Reference. A detailed capitalization review and pro forma post-Series A capitalization table, reflecting the issuance of Series A Preferred Stock, the conversion of the Notes, the Option Pool Expansion, and the resulting ownership percentages of all stockholders on a fully diluted basis, are contained in the separate Capitalization Review & Cap Table Analysis workbook prepared by Calderwood & Harkness LLP and provided to Pinnacle under separate cover. The capitalization analysis in that workbook should be read in conjunction with this memorandum.

VIII. State Qualifications and Good Standing

A. Delaware (State of Incorporation)

Quillen Technologies, Inc. is incorporated in the State of Delaware, as described in Section II above. We obtained a Certificate of Good Standing from the Office of the Secretary of State of the State of Delaware, dated April 25, 2026, which confirms that the Company is in good standing and has paid all franchise taxes currently due and owing through the current reporting period. The Certificate of Good Standing was reviewed and a copy has been retained in our files.

The Company's registered agent in the State of Delaware is Granite State Registered Agents, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. We confirmed the registered agent appointment through the Delaware Secretary of State's online entity records. We note for informational purposes that Granite State Registered Agents, Inc. also serves as the registered agent in the State of Delaware for Pinnacle Venture Fund II LP and its management company, Pinnacle Capital Management LLC. This is a common arrangement, as Granite State is a widely used commercial registered agent service in Delaware, and the shared use of this registered agent does not raise any conflicts or concerns.

B. Massachusetts (Principal Place of Business)

The Company's principal place of business and corporate headquarters are located at 88 Garrison Street, Floor 4, Boston, Massachusetts 02116. The Company is qualified to transact business as a foreign corporation in the Commonwealth of Massachusetts, having filed the requisite application with the Massachusetts Secretary of the Commonwealth. We obtained and reviewed a Certificate of Good Standing (also referred to as a Certificate of Legal Existence) from the Massachusetts Secretary of the Commonwealth, which confirms that Quillen Technologies, Inc. is duly qualified and in good standing as a foreign corporation in the Commonwealth of Massachusetts.

The Company's registered agent in Massachusetts was confirmed through publicly available records maintained by the Massachusetts Secretary of the Commonwealth. The Company's Massachusetts filing records appear to be current and in order, including the timely filing of annual reports.

C. Other Jurisdictions

Based on our review of the diligence materials provided by Fenwick, Quillen Technologies, Inc. does not appear to be qualified to do business as a foreign corporation in any state other than Massachusetts. We did not identify any foreign qualification filings or certificates of authority in any jurisdiction other than Delaware (state of incorporation) and Massachusetts (principal place of business).

Given that the Company currently employs approximately 38 employees — all of whom, based on available information, are believed to be located in the greater Boston metropolitan area — and operates a software-as-a-service (SaaS) business model that is predominantly delivered remotely to customers via the internet, the absence of foreign qualifications in additional states may be appropriate at this time. However, we note several factors that warrant a more detailed review of the Company's foreign qualification obligations:

(i) Employee Locations. If any employees are or become located in states other than Massachusetts (including employees who may work remotely from other states), the Company may be required to qualify as a foreign corporation in those states. The trend toward remote and hybrid work arrangements has increased the frequency with which companies must register in multiple states.

(ii) Customer Contracts and Revenue Nexus. Depending on the nature and terms of the Company's customer contracts, including whether the Company has physical presence, property, or agents in any state, the Company may be required to qualify in additional jurisdictions.

(iii) State Tax Obligations. Even if foreign qualification is not strictly required for corporate purposes, the Company may have state tax obligations (including income tax, franchise tax, and sales tax) in jurisdictions where it has economic nexus. This analysis is outside the scope of this memorandum but should be addressed in the broader tax diligence workstream.

We recommend that the Company, in consultation with Fenwick, conduct a review of its employee locations, customer contract terms, and nexus footprint to determine whether qualification in any additional states is required. This item is identified as a follow-up item in Section IX.A below.

IX. Identified Issues and Observations

Based on our review, we have identified the following items that require follow-up prior to the closing of the Series A Financing (Section IX.A) and additional observations that, while non-material, are noted for the attention of the Pinnacle deal team (Section IX.B).

A. Items Requiring Follow-Up Prior to Closing

1. Stockholder Consent for Series A Financing. A written consent of the stockholders of the Company must be obtained prior to closing approving (a) the filing of the Amended and Restated Certificate of Incorporation (the Series A Restated Certificate), (b) the increase in authorized shares of Common Stock and the creation and authorization of the Series A Preferred Stock, and (c) the expansion of the 2023 Equity Incentive Plan option pool from 2,000,000 shares to 3,000,000 shares. The consent must be signed by holders of a majority of the outstanding Common Stock and a majority of the outstanding Series Seed Preferred Stock (voting as a separate class). Fenwick has confirmed that the form of stockholder consent is being prepared and will be circulated for execution as a closing deliverable. As noted above, based on the existing stockholder composition, we do not anticipate difficulty in obtaining the required consents.

2. Board Consent for Series A Financing. A written consent of the Board of Directors must be executed approving the Series A Financing and all related transaction documents, including but not limited to the Series A Preferred Stock Purchase Agreement, the Amended and Restated Investors' Rights Agreement, the Amended and Restated Right of First Refusal and Co-Sale Agreement, the Amended and Restated Voting Agreement, the Series A Restated Certificate, the expansion of the equity incentive plan, and such other documents and instruments as may be required. The form of board consent is being prepared by Calderwood & Harkness LLP in coordination with Fenwick. The board consent must be signed by all three (3) current directors to be effective as a unanimous written consent under Section 141(f) of the DGCL.

3. Filing of Amended and Restated Certificate of Incorporation. The Series A Restated Certificate must be filed with the Delaware Secretary of State at or immediately prior to the closing of the Series A Financing. The filing of the Series A Restated Certificate is a condition precedent to the issuance of the Series A Preferred Stock. Calderwood & Harkness LLP and Fenwick are coordinating on the form and timing of this filing. It is customary for the Series A Restated Certificate to be filed with the Delaware Secretary of State immediately prior to closing, with confirmation of filing received before the funds are wired.

4. Founder Vesting. The term sheet for the Series A Financing contemplates that the existing founder shares held by Dr. Amara Osei and Julian Voss will be made subject to a four (4)-year vesting schedule with a one (1)-year cliff, with vesting credit granted for time served since the date of incorporation (July 12, 2023). As of the target closing date of June 15, 2026, the founders will have served approximately thirty-five (35) months since incorporation, which would yield approximately eight and three-quarters (8.75) months of vesting credit under the four-year schedule (i.e., approximately 35/48 = 72.9% of their shares would be vested at closing, with the remaining 27.1% continuing to vest monthly thereafter). The precise vesting credit calculation and the terms of the stock restriction agreements implementing the founder vesting must be negotiated and finalized between the parties. The stock restriction agreements will need to be executed at closing as a condition to the Series A Financing.

We note that the imposition of reverse vesting on previously issued and fully owned founder shares may have Section 83(b) election implications under the Internal Revenue Code. Specifically, if the stock restriction agreements are structured as imposing a substantial risk of forfeiture on shares that were previously vested and owned, the founders should consult with their personal tax advisors regarding the advisability and timing of filing Section 83(b) elections with the Internal Revenue Service within thirty (30) days of the imposition of the vesting restrictions. Failure to timely file a Section 83(b) election could result in adverse tax consequences to the founders. Calderwood & Harkness LLP recommends that Fenwick and the Company's tax advisors address this issue directly with the founders.

5. Foreign Qualification Review. As discussed in Section VIII.C above, the Company should confirm whether foreign qualification in any state other than Massachusetts is required based on current employee locations, customer relationships, or other nexus factors. While the absence of additional qualifications does not appear to present an immediate impediment to the closing of the Series A Financing, failure to maintain proper foreign qualifications could result in penalties, inability to maintain actions in the courts of such states, and potential issues in connection with future financings, M&A transactions, or regulatory inquiries. We recommend that the Company undertake this review prior to or promptly following closing.

6. Directors' and Officers' Liability Insurance (D&O Insurance). We have not yet received evidence that the Company maintains a directors' and officers' liability insurance policy providing coverage to the Company's directors and officers. Given the reconstitution of the Board at closing to include investor designees Christine Aldridge and Diana Hershfield, the confirmation of adequate D&O insurance coverage is an important consideration. The Investors' Rights Agreement to be entered into in connection with the Series A Financing is expected to require the Company to maintain D&O insurance in an amount and with terms reasonably satisfactory to the Board. We recommend that evidence of D&O insurance binding coverage (or a bound policy) be made a condition to closing or, at a minimum, that the Company commit to obtaining such coverage within thirty (30) days following closing. The terms and limits of the D&O policy should be reviewed by Calderwood & Harkness LLP prior to finalization.

B. Observations (Non-Material)

The following observations, while non-material, are noted for the attention of the Pinnacle deal team:

1. Concentration of Officer Roles. As noted in Section VI.A above, Dr. Amara Osei currently holds the offices of Chief Executive Officer, Secretary, and Treasurer. While this arrangement is legally permissible under the DGCL and the Company's Bylaws, and is not uncommon for early-stage companies, the concentration of these roles in a single individual may become impractical as the Company scales and takes on the enhanced reporting and governance obligations associated with institutional venture financing. In particular, the Investors' Rights Agreement to be entered into in connection with the Series A Financing is expected to require the delivery of:

(a) monthly unaudited financial statements within thirty (30) days after the end of each calendar month;

(b) annual audited financial statements within one hundred twenty (120) days after the end of each fiscal year; and

(c) an annual operating budget and business plan for the upcoming fiscal year, to be delivered no later than December 15 of each year.

The timely and accurate preparation of such financial reports may necessitate the appointment of a dedicated Chief Financial Officer or Controller. We recommend that the Pinnacle deal team discuss the timing of such a hire with the Company's management.

2. Corporate Actions by Written Consent. All corporate actions of the Board of Directors and stockholders to date have been taken by written consent in lieu of meeting, rather than at formally noticed meetings. As discussed above, this is permissible under the DGCL and the Company's Bylaws. However, as the Board expands to five (5) members post-closing and includes directors who are not officers of the Company, the Board may wish to establish a regular cadence of noticed Board meetings (e.g., quarterly) to facilitate meaningful deliberation and oversight. In addition, the Investors' Rights Agreement is expected to include information rights and board observation rights that are most effectively exercised in the context of regular Board meetings. Proper records of all Board meetings should continue to be maintained.

X. Documents Reviewed

The following documents and records were reviewed by Calderwood & Harkness LLP in connection with the preparation of this memorandum. All documents were provided by Fenwick, Torres & Keane LLP through its secure virtual data room, unless otherwise noted.

1. Certificate of Incorporation of Quillen Technologies, Inc. (filed with the Delaware Secretary of State on July 12, 2023) — certified copy.

2. Amended and Restated Certificate of Incorporation of Quillen Technologies, Inc. (filed in connection with the Series Seed financing, October 2023) — certified copy.

3. Bylaws of Quillen Technologies, Inc. (adopted July 12, 2023).

4. Organizational Consent of Sole Incorporator of Quillen Technologies, Inc. (dated July 12, 2023).

5. Written Consent of the Board of Directors — Series Seed Preferred Stock Financing (October 2023).

6. Written Consent of the Board of Directors — Issuance of Convertible Promissory Notes (March 2024).

7. Written Consent of the Board of Directors — Extension of Convertible Note Maturity Date.

8. Written Consent of the Board of Directors — Adoption of the Quillen Technologies, Inc. 2023 Equity Incentive Plan.

9. Various Written Consents of the Board of Directors — Approval of Option Grants under the 2023 Equity Incentive Plan.

10. Minutes of Quarterly Meetings of the Board of Directors (available through Q1 2026).

11. Written Consent of Stockholders — Approval of Amended and Restated Certificate of Incorporation (October 2023).

12. Written Consent of Stockholders — Approval of the 2023 Equity Incentive Plan and Reservation of Shares.

13. Written Consent of Stockholders — Approval of Convertible Note Maturity Extension.

14. Certificate of Good Standing — Delaware Secretary of State (dated April 25, 2026).

15. Certificate of Good Standing / Certificate of Legal Existence — Massachusetts Secretary of the Commonwealth.

16. Registered Agent Confirmation — Granite State Registered Agents, Inc. (Delaware).

17. Stock ledger and capitalization records of Quillen Technologies, Inc.

18. Convertible Promissory Note — Harborview Angel Syndicate LLC ($750,000 principal amount, dated March 15, 2024), together with amendment extending maturity.

19. Convertible Promissory Note — Caldwell Family Office LLC ($500,000 principal amount, dated March 15, 2024), together with amendment extending maturity.

20. Convertible Promissory Note — Dr. Lawrence Hu ($250,000 principal amount, dated March 15, 2024), together with amendment extending maturity.

21. Quillen Technologies, Inc. 2023 Equity Incentive Plan and form of stock option agreement.

22. Company's Form D filings (reviewed on SEC EDGAR).

XI. Conclusion

Based on our review of the documents, records, filings, and certificates described in this memorandum, the corporate organization of Quillen Technologies, Inc. is in order and is consistent in all material respects with the representations made by the Company and its counsel in connection with the proposed Series A Preferred Stock financing. The Company is duly incorporated and validly existing under the laws of the State of Delaware, is in good standing in both Delaware (its state of incorporation) and Massachusetts (its principal place of business), and all material corporate actions taken to date — including the formation of the Company, the Seed Financing, the issuance of the convertible notes, the adoption of the equity incentive plan, and all related board and stockholder approvals — appear to have been properly authorized and documented.

Subject to the resolution of the follow-up items identified in Section IX.A of this memorandum (including the execution of the requisite stockholder and board consents, the filing of the Amended and Restated Certificate of Incorporation, the execution of the founder stock restriction agreements, the confirmation of foreign qualification requirements, and the confirmation of directors' and officers' liability insurance), no material organizational deficiencies were identified that would impede the closing of the Series A Preferred Stock financing on or about the target closing date of June 15, 2026.

Calderwood & Harkness LLP will continue to coordinate with Fenwick, Torres & Keane LLP (Gregory Navarro and Sophie Marchetti) to ensure that all identified items are satisfactorily resolved in advance of closing. We will provide supplemental updates to the Pinnacle deal team as additional information is received or as issues are resolved. Should any questions arise regarding the matters discussed in this memorandum, please do not hesitate to contact Rachel Bernstein at (415) 782-6112 or Leila Nazari at (415) 782-6248.

This memorandum has been prepared for the exclusive use of Pinnacle Venture Fund II LP and its representatives in connection with the proposed Series A Preferred Stock financing of Quillen Technologies, Inc. This memorandum does not constitute a legal opinion and should not be relied upon as such. The conclusions and observations set forth herein are based solely on the documents and records reviewed and are subject to the assumptions, qualifications, and limitations described herein.

CALDERWOOD & HARKNESS LLP

By: ________

Rachel Bernstein Partner

By: ________

Leila Nazari Associate

DISTRIBUTION:

Christine Aldridge — Partner, Deal Lead, Pinnacle Venture Fund II LP Tomas Medina — Vice President, Due Diligence, Pinnacle Venture Fund II LP Sandeep Rajan — Pinnacle Capital Management LLC

CONFIDENTIAL — Distribution limited to the named recipients above. Do not forward or distribute without the prior written consent of Calderwood & Harkness LLP.

cc:

Robert Jansen — Calderwood & Harkness LLP Miriam Calloway — Calderwood & Harkness LLP

Class	Authorized	Issued & Outstanding	Unissued
Common Stock	15,000,000 shares	8,000,000 shares	7,000,000 shares
Series Seed Preferred Stock	2,500,000 shares	2,500,000 shares	0 shares
Total	17,500,000 shares	10,500,000 shares	7,000,000 shares
Seat	Director	Capacity / Affiliation	Appointment Date
1	Dr. Amara Osei	Co-Founder & CEO; Chairperson of the Board	July 12, 2023
2	Julian Voss	Co-Founder & CTO	July 12, 2023
3	Margaret "Peggy" Dunlap	Managing Member, Harborview Angel Syndicate LLC (Series Seed Preferred designee)	October 2023
Name	Title	Appointment Date
Dr. Amara Osei	Chief Executive Officer (CEO)	July 12, 2023 (at incorporation)
Julian Voss	Chief Technology Officer (CTO)	July 12, 2023 (at incorporation)
Dr. Amara Osei	Secretary	July 12, 2023 (at incorporation)
Dr. Amara Osei	Treasurer	July 12, 2023 (at incorporation)
Stockholder	Shares of Common Stock	Percentage of Outstanding Common Stock
Dr. Amara Osei (Co-Founder & CEO)	3,200,000	40.00%
Julian Voss (Co-Founder & CTO)	2,800,000	35.00%
Priya Chandrasekar (VP of Product)	400,000	5.00%
Other employees and early contributors	1,600,000	20.00%
Total Outstanding Common Stock	8,000,000	100.00%
Stockholder	Shares of Series Seed Preferred Stock	Purchase Price per Share	Aggregate Purchase Price
Harborview Angel Syndicate LLC	1,500,000	$1.20	$1,800,000
Ridgepoint Seed Partners LP	1,000,000	$1.20	$1,200,000
Total Outstanding Series Seed Preferred	2,500,000	$3,000,000
Category	Number of Shares
Total authorized pool	2,000,000

Options granted and outstanding	1,200,000
Options exercised to date	0
Shares available for future grants	800,000
Noteholder	Principal Amount
Harborview Angel Syndicate LLC	$750,000
Caldwell Family Office LLC	$500,000
Dr. Lawrence Hu	$250,000
Total	$1,500,000

PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of the addressees identified herein and may not be disclosed to any third party without the prior written consent of Calderwood & Harkness LLP.
CALDERWOOD & HARKNESS LLP Attorneys at Law
555 Mission Street, Suite 3100 San Francisco, California 94105 Telephone: (415) 782-6000 Facsimile: (415) 782-6001 www.calderwoodharkness.com
MEMORANDUM
TO: Christine Aldridge, Partner, Deal Lead, Pinnacle Venture Fund II LP Tomas Medina, Vice President, Due Diligence, Pinnacle Venture Fund II LP
FROM: Rachel Bernstein, Responsible Partner, Calderwood & Harkness LLP Leila Nazari, Lead Associate, Calderwood & Harkness LLP
DATE: May 2, 2026
RE: Corporate Organization & Good Standing Review — Quillen Technologies, Inc.
Matter No.: 1002-00002
Billing Code: 78412.001
I. Executive Summary
This memorandum summarizes the results of Calderwood & Harkness LLP's review of the corporate organization and good standing of Quillen Technologies, Inc. ("Quillen" or the "Company") in connection with Pinnacle Venture Fund II LP's ("Pinnacle" or the "Fund") proposed $14,000,000 lead investment in the Company's $22,500,000 Series A Preferred Stock financing (the "Series A Financing"). The Series A Financing will include participation from Blackthorn Growth Fund III LP and other co-investors alongside Pinnacle's lead commitment.
The scope of this review encompasses the Company's charter documents, bylaws, board of directors and stockholder minutes and written consents, state formation and qualification filings, certificates of good standing, registered agent information, officer and director composition, outstanding equity and equity-linked instruments, and qualification in foreign jurisdictions. Our review was conducted for the purpose of confirming that the Company is duly organized, validly existing, and in good standing in its jurisdiction of incorporation and any jurisdictions in which it is qualified to do business as a foreign corporation, and that all material corporate actions to date have been properly authorized and documented.
The documents and records reviewed in connection with this memorandum were provided by Quillen's outside counsel, Fenwick, Torres & Keane LLP ("Fenwick"), through Gregory Navarro, Partner, and Sophie Marchetti, Senior Associate, in response to Calderwood & Harkness's due diligence request list (the "Request List") transmitted to Fenwick on April 18, 2026. All diligence materials were delivered via Fenwick's secure virtual data room between April 21 and April 29, 2026. A complete itemization of the documents reviewed is set forth in Section X below.
Overall Conclusion: Based on our review, the corporate organization of Quillen Technologies, Inc. is in order, subject to the specific items and observations noted in Section IX of this memorandum. No material deficiencies were identified in the Company's organizational documents, corporate governance records, or state filings that would prevent the closing of the Series A Financing, which is currently targeted for June 15, 2026. Certain follow-up items — principally the execution of requisite stockholder and board consents, the filing of an Amended and Restated Certificate of Incorporation, the implementation of founder vesting arrangements, and the confirmation of foreign qualification requirements and directors' and officers' liability insurance coverage — are identified herein and will need to be addressed in advance of or concurrently with closing.
II. Formation and Certificate of Incorporation
A. Original Certificate of Incorporation
Quillen Technologies, Inc. was incorporated in the State of Delaware on July 12, 2023, by the filing of a Certificate of Incorporation with the Office of the Secretary of State of the State of Delaware. The Company was assigned Delaware Secretary of State File Number 7384219. A certified copy of the original Certificate of Incorporation was obtained from the Delaware Secretary of State and was reviewed in connection with this memorandum.
The Company was organized as a C-Corporation under the General Corporation Law of the State of Delaware, Title 8 of the Delaware Code (the "DGCL"). The Company's Employer Identification Number, as assigned by the Internal Revenue Service, is 93-4817265. The Company's fiscal year ends on December 31.
The original Certificate of Incorporation was filed by a sole incorporator and contains standard provisions customary for an early-stage Delaware C-Corporation, including provisions relating to the corporate purpose (general purpose clause permitting any lawful act or activity), the registered office and registered agent in the State of Delaware, and the limitation of director liability to the fullest extent permitted by Section 102(b)(7) of the DGCL, as then in effect. We note that the exculpation provision in the original Certificate of Incorporation was drafted prior to the enactment of the 2022 amendments to Section 102(b)(7) of the DGCL (effective August 1, 2022), which extended exculpation to certain senior officers. The Amended and Restated Certificate of Incorporation to be filed in connection with the Series A Financing should be updated to reflect the expanded officer exculpation provisions now available under the DGCL, if the parties so desire.
B. Authorized Capital Stock at Formation
As originally filed, the Certificate of Incorporation authorized 15,000,000 shares of Common Stock, par value $0.0001 per share. No class of Preferred Stock was authorized at formation. This is consistent with customary practice for a Delaware corporation at the time of initial incorporation prior to any institutional financing.
At the time of formation, 8,000,000 shares of Common Stock were issued to the Company's founders and initial contributors, as described in further detail in Section VII.A below. The stock ledger reviewed in connection with this memorandum reflects these initial issuances, and corresponding evidence of payment of par value was noted in the Company's records.
C. Amended Certificate — Series Seed Preferred Stock
In connection with the Company's Series Seed Preferred Stock financing, which closed in October 2023 (the "Seed Financing"), an Amended and Restated Certificate of Incorporation (the "Amended Certificate") was filed with the Delaware Secretary of State. A copy of the Amended Certificate, bearing the filing stamp of the Delaware Secretary of State, was reviewed.
The Amended Certificate authorized, in addition to the 15,000,000 shares of Common Stock previously authorized, the issuance of 2,500,000 shares of Series Seed Preferred Stock, par value $0.0001 per share. The Amended Certificate set forth the rights, preferences, privileges, and restrictions of the Series Seed Preferred Stock, including the following material terms:
(i) a liquidation preference equal to the original issue price of $1.20 per share, plus any declared but unpaid dividends thereon, payable in preference to the Common Stock upon any liquidation, dissolution, or winding up of the Company, or upon any Deemed Liquidation Event (as defined therein);
(ii) optional conversion rights, permitting each share of Series Seed Preferred Stock to be converted into one (1) share of Common Stock (subject to customary antidilution adjustments), at the option of the holder at any time;
(iii) automatic conversion of all outstanding Series Seed Preferred Stock into Common Stock upon the closing of a firm commitment underwritten public offering with aggregate gross proceeds to the Company of not less than $50,000,000 and a per share price of not less than three times (3x) the original issue price of the Series Seed Preferred Stock (i.e., $3.60 per share), or upon the written consent of the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock;
(iv) broad-based weighted average antidilution protection;
(v) the right to vote on an as-converted basis with the Common Stock on all matters submitted to stockholders, and certain protective provisions requiring the consent of the holders of a majority of the outstanding Series Seed Preferred Stock for specified corporate actions; and
(vi) the right to designate one (1) member of the Board of Directors, which designee right was exercised to appoint Margaret "Peggy" Dunlap as described in Section IV.A below.
All 2,500,000 authorized shares of Series Seed Preferred Stock were issued at a price of $1.20 per share, for aggregate gross proceeds to the Company of $3,000,000. The shares were issued to the following investors:
• Harborview Angel Syndicate LLC: 1,500,000 shares of Series Seed Preferred Stock ($1,800,000 aggregate purchase price)
• Ridgepoint Seed Partners LP: 1,000,000 shares of Series Seed Preferred Stock ($1,200,000 aggregate purchase price)
We reviewed the executed Series Seed Preferred Stock Purchase Agreement and the related transaction documents (including the Investors' Rights Agreement, Right of First Refusal and Co-Sale Agreement, and Voting Agreement executed in connection with the Seed Financing) to confirm consistency with the terms reflected in the Amended Certificate. The transaction documents were consistent in all material respects.
D. Current Authorized Capital
Based on the foregoing, the current authorized capital stock of the Company is as follows:
It is noted and expected that the Amended and Restated Certificate of Incorporation to be filed in connection with the Series A Financing (the "Series A Restated Certificate") will effect the following changes to the authorized capital stock structure:
(a) authorize the creation and issuance of a new series of Series A Preferred Stock, with the rights, preferences, and privileges to be set forth therein consistent with the executed term sheet for the Series A Financing;
(b) increase the total number of authorized shares of Common Stock to accommodate the expansion of the equity incentive plan option pool to 3,000,000 shares and to provide sufficient headroom for the conversion of all outstanding Preferred Stock (both Series Seed and Series A) and the conversion of the outstanding convertible promissory notes; and
(c) make such other amendments and restatements to the certificate of incorporation as are customary for a Series A Preferred Stock financing.
The form of the Series A Restated Certificate is currently being negotiated between Calderwood & Harkness LLP (on behalf of Pinnacle) and Fenwick (on behalf of the Company).
III. Bylaws
We reviewed the Bylaws of Quillen Technologies, Inc. (the "Bylaws"), which were adopted by the Board of Directors on July 12, 2023, simultaneously with the organizational actions of the sole incorporator. The Bylaws are substantially in standard form for a Delaware corporation and are based on a widely used template customary for venture-backed technology companies incorporated in Delaware.
The Bylaws address the following principal subjects:
(a) Board of Directors. The Bylaws provide that the business and affairs of the Company shall be managed by or under the direction of the Board of Directors. The number of directors is to be determined by resolution of the Board, subject to the terms of the Certificate of Incorporation and any agreements among the Company and its stockholders (e.g., the Voting Agreement). Directors are elected at each annual meeting of stockholders and serve until their successors are duly elected and qualified, or until their earlier resignation, removal, or death.
(b) Meetings of Stockholders. The Bylaws provide for annual and special meetings of stockholders, establish quorum requirements (holders of a majority of the shares entitled to vote, present in person or by proxy), and permit action by written consent of stockholders in lieu of a meeting, to the extent permitted under Section 228 of the DGCL.
(c) Meetings of Directors. The Bylaws establish procedures for regular and special meetings of the Board of Directors, provide for written notice requirements, establish quorum provisions (a majority of the total number of directors then in office), and permit action by unanimous written consent of the Board in lieu of a meeting, consistent with Section 141(f) of the DGCL.
(d) Officers. The Bylaws authorize the Board to appoint officers of the Company, including a Chief Executive Officer, a President, a Secretary, and a Treasurer, as well as such other officers as the Board may from time to time determine. The Bylaws expressly provide that any number of offices may be held by the same person, consistent with Section 142(a) of the DGCL.
(e) Indemnification and Advancement of Expenses. The Bylaws provide for the indemnification of directors and officers of the Company to the fullest extent permitted by the DGCL, including the mandatory advancement of expenses incurred in connection with any proceeding to the fullest extent permitted by law. The indemnification provisions are consistent with the exculpation provisions in the Certificate of Incorporation and are customary for a venture-backed Delaware corporation.
(f) Stock Certificates and Transfers. The Bylaws provide that shares may be evidenced by certificates or may be uncertificated, and establish procedures for the transfer of shares and the maintenance of stock records.
(g) Amendments. The Bylaws may be amended or repealed by the Board of Directors or by the stockholders, subject to any limitations imposed by the Certificate of Incorporation.
No amendments to the Bylaws since their initial adoption on July 12, 2023 were identified in the diligence materials. The Bylaws do not contain any materially non-standard or unusual provisions that would be inconsistent with customary venture-backed company practice or that would raise concerns in connection with the Series A Financing. We note that the Bylaws do not include an exclusive forum provision designating the Court of Chancery of the State of Delaware as the exclusive forum for certain intra-corporate disputes. While not legally required, such a provision has become increasingly common in venture-backed company bylaws and could be considered for adoption by the Board in connection with the post-closing corporate housekeeping.
IV. Board of Directors — Composition and Minutes
A. Current Board Composition
The Board of Directors of the Company currently consists of three (3) members, as follows:
Dr. Osei and Mr. Voss were elected as the initial directors of the Company pursuant to the organizational consent of the sole incorporator dated July 12, 2023. Ms. Dunlap was appointed to the Board in October 2023 in connection with the Seed Financing, pursuant to the designee rights granted to the holders of the Series Seed Preferred Stock under the Voting Agreement entered into as part of the Seed Financing.
We confirmed that the current Board composition is consistent with the Voting Agreement executed in connection with the Seed Financing, which provides for a board of three (3) directors: two (2) designated by the holders of Common Stock and one (1) designated by the holders of Series Seed Preferred Stock.
Post-Series A Board Reconstitution. Pursuant to the term sheet for the Series A Financing and the form of Amended and Restated Voting Agreement currently being negotiated, the Board of Directors will be reconstituted at closing to consist of five (5) seats, allocated as follows:
(i) Two (2) Common Stock designees — anticipated to be Dr. Amara Osei and Julian Voss, as designated by the holders of Common Stock;
(ii) Two (2) Series A Preferred Stock designees:
(a) One (1) designated by Pinnacle Venture Fund II LP — anticipated to be Christine Aldridge; and
(b) One (1) designated by Blackthorn Growth Fund III LP — anticipated to be Diana Hershfield; and
(iii) One (1) independent director — to be mutually agreed upon by the holders of Common Stock and the holders of a majority of the Preferred Stock, such independent director to be appointed within ninety (90) days following closing (or such later date as the parties may agree).
The current Series Seed board designee right held by Harborview Angel Syndicate LLC will terminate upon the effectiveness of the Amended and Restated Voting Agreement at the Series A closing. We understand from preliminary discussions with Fenwick that Harborview has been informed of and has consented to this reconstitution, and that its consent (to the extent required as a party to the existing Voting Agreement) will be delivered at closing. Ms. Dunlap's continued service on the Board following the Series A closing, if any, would be at the discretion of the reconstituted Board and the parties to the Amended and Restated Voting Agreement.
B. Board Minutes and Written Consents Reviewed
We reviewed the following actions of the Board of Directors, each of which was documented by either a written consent of the Board in lieu of a meeting (pursuant to Section 141(f) of the DGCL) or by minutes of a duly convened meeting of the Board:
1. Organizational Consent of Sole Incorporator (July 12, 2023). The sole incorporator of the Company executed a written consent adopting the Bylaws, electing Dr. Amara Osei and Julian Voss as the initial directors of the Company, and authorizing the initial officers (as described in Section VI below). The organizational consent also authorized the opening of corporate bank accounts at Crescent National Bank. The organizational consent was in standard form and appears to have been properly executed.
2. Board Consent — Series Seed Financing (October 2023). A unanimous written consent of the Board of Directors was executed approving the Seed Financing, including the authorization and filing of the Amended and Restated Certificate of Incorporation, the issuance of 2,500,000 shares of Series Seed Preferred Stock at $1.20 per share, the entry into the Series Seed Preferred Stock Purchase Agreement and all related transaction documents (Investors' Rights Agreement, Right of First Refusal and Co-Sale Agreement, Voting Agreement, and related certificates and instruments), and the appointment of Ms. Dunlap to the Board as the Series Seed Preferred designee. The consent was signed by Dr. Osei and Mr. Voss and was properly documented.
3. Board Consent — Convertible Promissory Notes (March 2024). A unanimous written consent of the Board of Directors was executed authorizing the issuance of convertible promissory notes in the aggregate principal amount of $1,500,000 to three noteholders:
• Harborview Angel Syndicate LLC: $750,000 principal amount
• Caldwell Family Office LLC: $500,000 principal amount
• Dr. Lawrence Hu: $250,000 principal amount
The notes bear simple interest at a rate of 6% per annum, include a 20% discount to the price per share of equity securities sold in a Qualified Financing (as defined in the notes), and are subject to a $25,000,000 valuation cap. The original maturity date of the notes was March 15, 2026. The board consent authorized the execution and delivery of the notes and related documentation, and included customary determinations regarding the exemption from registration of the notes under the Securities Act of 1933, as amended. The consent was signed by all three directors (Dr. Osei, Mr. Voss, and Ms. Dunlap, Ms. Dunlap having been appointed to the Board prior to this date) and was properly documented.
4. Board Consent — Extension of Convertible Note Maturity. A subsequent unanimous written consent of the Board of Directors was executed authorizing the extension of the maturity date of the convertible promissory notes from March 15, 2026 to June 30, 2026, to allow sufficient time for the closing of the Series A Financing. The consent authorized the Company to enter into amendment agreements with each noteholder to effect the maturity extension. The consent was signed by all three directors and was properly documented. We note that the extended maturity date of June 30, 2026 provides a fifteen (15) day cushion beyond the target Series A closing date of June 15, 2026.
5. Board Consent — 2023 Equity Incentive Plan Adoption. A unanimous written consent of the Board of Directors was executed authorizing the adoption of the Quillen Technologies, Inc. 2023 Equity Incentive Plan (the "Plan"), providing for the reservation and issuance of up to 2,000,000 shares of Common Stock pursuant to stock options, restricted stock awards, and other equity awards to employees, directors, and consultants of the Company. The consent also approved the form of stock option agreement and the form of exercise notice to be used in connection with awards under the Plan. The Plan includes standard provisions regarding administration by the Board (or a committee thereof), vesting schedules, exercise prices, termination of awards upon cessation of service, and other customary terms. The Plan was adopted consistent with the requirements of Section 422 of the Internal Revenue Code with respect to incentive stock options.
6. Various Board Consents — Option Grants. We reviewed multiple unanimous written consents of the Board of Directors approving grants of stock options under the Plan to various employees and consultants of the Company. As of the date of the most recent records reviewed, a total of 1,200,000 options to purchase shares of Common Stock have been granted under the Plan, with 800,000 shares remaining available for future grants. Each option grant consent included a determination of the fair market value of the Common Stock at the time of grant (as required under Section 409A of the Internal Revenue Code) based on either a contemporaneous third-party valuation report (a "409A Valuation") or, for grants made prior to the Company's first 409A Valuation, the Board's good faith determination of fair market value. We confirmed that the Company obtained its first independent 409A Valuation from Benchmark Valuation Services LLC in connection with option grants made in calendar year 2024, and has since maintained updated 409A Valuations at approximately annual intervals. A review of the 409A Valuations themselves is outside the scope of this memorandum but is addressed in the separate Tax & Equity Compensation Diligence Memorandum.
7. Quarterly Board Meeting Minutes. We reviewed minutes from quarterly meetings of the Board of Directors, to the extent available in the diligence materials, through and including the first quarter of 2026. The minutes reflect that the Board met regularly to review the Company's financial performance, business operations, strategic initiatives, and other matters within the Board's oversight responsibilities. The minutes reflect proper notice, quorum, and voting procedures consistent with the Bylaws.
Conclusion Regarding Board Actions. Based on our review, all board actions documented in the materials provided to us appear to have been properly authorized, with the requisite quorum or, in the case of actions by written consent, the unanimous written consent of all directors then in office, as required by Section 141(f) of the DGCL. The records are well-organized and reflect a level of corporate governance hygiene that is consistent with a company at Quillen's stage of development.
V. Stockholder Consents and Actions
We reviewed the following actions of the stockholders of the Company, each of which was taken by written consent in lieu of a meeting pursuant to Section 228 of the DGCL:
1. Stockholder Written Consent — Amended Certificate of Incorporation (October 2023). A written consent of stockholders was executed approving the filing of the Amended and Restated Certificate of Incorporation in connection with the Seed Financing, including the creation and authorization of the Series Seed Preferred Stock and the designation of the rights, preferences, and privileges thereof. The consent was signed by Dr. Amara Osei and Julian Voss in their capacities as holders of Common Stock. At the time of the Seed Financing, Dr. Osei and Mr. Voss collectively held a majority of the outstanding shares of Common Stock (and, since no Preferred Stock was then outstanding, a majority of all outstanding shares entitled to vote on the matter), and their consent was sufficient to approve the amendment under Section 242 of the DGCL and the Company's Certificate of Incorporation.
2. Stockholder Written Consent — 2023 Equity Incentive Plan. A written consent of stockholders was executed approving the adoption of the 2023 Equity Incentive Plan and the reservation of 2,000,000 shares of Common Stock for issuance thereunder. The consent was signed by the requisite holders of Common Stock and Series Seed Preferred Stock. Stockholder approval of the Plan was obtained in accordance with the requirements of Section 422 of the Internal Revenue Code (necessary for incentive stock option treatment) and any applicable state securities laws.
3. Stockholder Written Consent — Convertible Note Maturity Extension. A written consent of stockholders was executed approving the extension of the maturity date of the outstanding convertible promissory notes from March 15, 2026 to June 30, 2026, to the extent such approval was required under the Certificate of Incorporation or the transaction documents governing the Series Seed Preferred Stock. We note that the protective provisions in the Amended Certificate may require the consent of the holders of a majority of the Series Seed Preferred Stock for certain actions, including the incurrence of indebtedness or the amendment of the terms thereof. The consent was signed by the requisite stockholders and appears to have been properly obtained.
No Annual Meetings. We note that no annual meetings of stockholders appear to have been held since the Company's incorporation. All stockholder actions reflected in the diligence materials were taken by written consent in lieu of a meeting. This is permissible under Section 228 of the DGCL, which permits any action required or permitted to be taken at any annual or special meeting of stockholders to 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, are 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. The Company's Certificate of Incorporation and Bylaws do not restrict the ability to act by written consent.
Series A Stockholder Consent. In connection with the Series A Financing, a written consent of stockholders will be required to approve the following actions:
(a) the filing of the Amended and Restated Certificate of Incorporation (the Series A Restated Certificate), which will authorize the creation of the Series A Preferred Stock, increase the authorized number of shares of Common Stock, and make other amendments;
(b) the increase in the authorized share pool under the 2023 Equity Incentive Plan from 2,000,000 shares to 3,000,000 shares (the "Option Pool Expansion"); and
(c) such other actions as may require stockholder approval in connection with the Series A Financing.
The required stockholder consent must be obtained from holders representing at least a majority of the outstanding shares of Common Stock and a majority of the outstanding shares of Series Seed Preferred Stock (voting as a separate class to the extent required by the Amended Certificate's protective provisions and Section 242(b)(2) of the DGCL). Fenwick has confirmed that the preparation and circulation of this stockholder consent is underway and will be delivered as a closing deliverable. Given that the founders (Dr. Osei and Mr. Voss) hold 6,000,000 of the 8,000,000 outstanding shares of Common Stock and that Harborview Angel Syndicate LLC holds 1,500,000 of the 2,500,000 outstanding shares of Series Seed Preferred Stock, we do not anticipate difficulty in obtaining the required consents.
VI. Officers
A. Current Officers
The following individuals currently serve as officers of the Company, each having been appointed by the Board of Directors:
Dr. Osei currently serves in multiple officer capacities, holding the offices of Chief Executive Officer, Secretary, and Treasurer. The holding of multiple offices by a single individual is expressly permitted under Section 142(a) of the DGCL, which provides that any number of offices may be held by the same person unless the certificate of incorporation or bylaws otherwise provide. The Company's Certificate of Incorporation and Bylaws do not contain any restriction on the holding of multiple offices by a single person.
While the current officer structure is legally permissible, we note that the Company may wish to consider the appointment of additional officers as the organization matures and the operational and financial reporting demands increase following the Series A Financing. In particular, the Investors' Rights Agreement to be entered into in connection with the Series A Financing is expected to require the Company to deliver to the investors (i) monthly unaudited financial statements within thirty (30) days after the end of each month, (ii) annual audited financial statements within one hundred twenty (120) days after the end of each fiscal year, and (iii) an annual operating budget for the upcoming fiscal year no later than December 15 of the preceding year. The timely preparation and delivery of such financial information may warrant the appointment of a Chief Financial Officer or Controller. This observation is discussed further in Section IX.B below.
B. Key Employee — Non-Officer
We note the following key employee who is not currently designated as an officer of the Company:
Priya Chandrasekar — Vice President of Product. Ms. Chandrasekar joined the Company in January 2025 and holds 400,000 shares of Common Stock (representing approximately 5.0% of the outstanding Common Stock and approximately 3.8% of the total outstanding capital stock on a fully diluted basis before giving effect to the Series A Financing). Ms. Chandrasekar is not currently designated as a corporate officer under the Bylaws or pursuant to any board resolution. Her equity holdings and role within the Company are noted here for completeness.
VII. Outstanding Capital Stock and Equity Awards
Set forth below is a summary of the Company's outstanding capital stock, equity incentive plan, and convertible securities, based on the stock ledger, capitalization records, equity incentive plan documentation, and convertible note instruments reviewed in connection with this memorandum.
A. Common Stock
There are currently 8,000,000 shares of Common Stock issued and outstanding. The shares are held by the following individuals and groups:
The stock ledger reviewed identified the individual holders comprising the "other employees and early contributors" category, which includes approximately ten (10) additional individuals, each holding between 50,000 and 300,000 shares. A detailed listing of all stockholders and their respective holdings is maintained in the stock ledger and in the Capitalization Review & Cap Table Analysis workbook referenced in Section VII.E below.
All Common Stock was issued at or near the time of the Company's incorporation in July 2023, at par value ($0.0001 per share). We confirmed that the issuance of such shares was authorized by the Board of Directors and that the shares were issued in reliance upon applicable exemptions from registration under the Securities Act of 1933, as amended, and applicable state securities laws. The Company's Form D filings with the Securities and Exchange Commission were reviewed on the SEC's EDGAR database to confirm compliance with Regulation D filing requirements.
B. Series Seed Preferred Stock
There are currently 2,500,000 shares of Series Seed Preferred Stock issued and outstanding. The shares are held as follows:
The rights, preferences, and privileges of the Series Seed Preferred Stock are described in Section II.C above. Each share of Series Seed Preferred Stock is currently convertible into one (1) share of Common Stock, subject to customary antidilution adjustments. No antidilution adjustments have been triggered since the issuance of the Series Seed Preferred Stock, as no shares of equity securities have been issued at a price per share below the original issue price of $1.20 (the convertible notes, while issued at a discount, do not trigger antidilution until conversion into equity securities).
C. 2023 Equity Incentive Plan
The Company maintains the 2023 Equity Incentive Plan, which was adopted by the Board of Directors and approved by the stockholders, as described in Sections IV.B and V above. The status of the Plan is summarized below:
The 1,200,000 outstanding options were granted to various employees and consultants of the Company at exercise prices determined by the Board based on the fair market value of the Common Stock at the time of each grant, as discussed in Section IV.B above. We did not identify any grants that appear to have been made at an exercise price below fair market value or that otherwise raise concerns under Section 409A of the Internal Revenue Code, although a detailed review of the 409A Valuations is outside the scope of this memorandum.
Proposed Option Pool Expansion. In connection with the Series A Financing, the authorized share pool under the Plan is expected to be increased from 2,000,000 shares to 3,000,000 shares. Following the Option Pool Expansion, the total number of shares available for future grants will be 1,800,000 (consisting of the 800,000 shares currently available plus the 1,000,000 newly authorized shares). As contemplated by the term sheet, the dilution resulting from the Option Pool Expansion will be borne entirely by the pre-Series A stockholders (i.e., the founders and the Series Seed investors), and the post-money valuation of the Series A Financing will assume the expanded pool is fully allocated. This is a standard structural feature of institutional venture financings.
D. Convertible Notes
The Company has outstanding convertible promissory notes (the "Notes") in the aggregate principal amount of $1,500,000, which were issued on March 15, 2024. The Notes were issued to the following noteholders:
The material terms of the Notes are as follows:
• Interest Rate: 6% simple interest per annum (non-compounding)
• discount: 20% discount to the price per share of equity securities sold in a Qualified Financing
• Valuation Cap: $25,000,000
• Original Maturity Date: March 15, 2026
• Extended Maturity Date: June 30, 2026 (extended pursuant to amendment agreements authorized by the Board and consented to by the noteholders)
• Conversion: The Notes will convert into Series A Preferred Stock (or a shadow series thereof) at the closing of the Series A Financing, at the lesser of (a) the price per share reflecting the 20% discount to the Series A price per share, and (b) the price per share implied by dividing the valuation cap ($25,000,000) by the Company's capitalization (as defined in the Notes)
The detailed conversion mechanics, including the calculation of accrued interest as of the anticipated closing date, the determination of the applicable conversion price, and the number of shares to be issued upon conversion, are set forth in a separate Convertible Note Conversion Analysis Memorandum prepared by Calderwood & Harkness LLP. We note that as of the target closing date of June 15, 2026 (approximately 15 months from the issuance date), the aggregate accrued interest on the Notes will be approximately $112,500 (at 6% simple interest on $1,500,000 for 15 months), resulting in a total conversion amount of approximately $1,612,500.
We also note that Harborview Angel Syndicate LLC is both a Series Seed investor and a convertible noteholder, and the combined investment position of Harborview should be taken into account in the overall capitalization analysis and the negotiation of the Series A transaction documents.
E. Cross-Reference. A detailed capitalization review and pro forma post-Series A capitalization table, reflecting the issuance of Series A Preferred Stock, the conversion of the Notes, the Option Pool Expansion, and the resulting ownership percentages of all stockholders on a fully diluted basis, are contained in the separate Capitalization Review & Cap Table Analysis workbook prepared by Calderwood & Harkness LLP and provided to Pinnacle under separate cover. The capitalization analysis in that workbook should be read in conjunction with this memorandum.
VIII. State Qualifications and Good Standing
A. Delaware (State of Incorporation)
Quillen Technologies, Inc. is incorporated in the State of Delaware, as described in Section II above. We obtained a Certificate of Good Standing from the Office of the Secretary of State of the State of Delaware, dated April 25, 2026, which confirms that the Company is in good standing and has paid all franchise taxes currently due and owing through the current reporting period. The Certificate of Good Standing was reviewed and a copy has been retained in our files.
The Company's registered agent in the State of Delaware is Granite State Registered Agents, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. We confirmed the registered agent appointment through the Delaware Secretary of State's online entity records. We note for informational purposes that Granite State Registered Agents, Inc. also serves as the registered agent in the State of Delaware for Pinnacle Venture Fund II LP and its management company, Pinnacle Capital Management LLC. This is a common arrangement, as Granite State is a widely used commercial registered agent service in Delaware, and the shared use of this registered agent does not raise any conflicts or concerns.
B. Massachusetts (Principal Place of Business)
The Company's principal place of business and corporate headquarters are located at 88 Garrison Street, Floor 4, Boston, Massachusetts 02116. The Company is qualified to transact business as a foreign corporation in the Commonwealth of Massachusetts, having filed the requisite application with the Massachusetts Secretary of the Commonwealth. We obtained and reviewed a Certificate of Good Standing (also referred to as a Certificate of Legal Existence) from the Massachusetts Secretary of the Commonwealth, which confirms that Quillen Technologies, Inc. is duly qualified and in good standing as a foreign corporation in the Commonwealth of Massachusetts.
The Company's registered agent in Massachusetts was confirmed through publicly available records maintained by the Massachusetts Secretary of the Commonwealth. The Company's Massachusetts filing records appear to be current and in order, including the timely filing of annual reports.
C. Other Jurisdictions
Based on our review of the diligence materials provided by Fenwick, Quillen Technologies, Inc. does not appear to be qualified to do business as a foreign corporation in any state other than Massachusetts. We did not identify any foreign qualification filings or certificates of authority in any jurisdiction other than Delaware (state of incorporation) and Massachusetts (principal place of business).
Given that the Company currently employs approximately 38 employees — all of whom, based on available information, are believed to be located in the greater Boston metropolitan area — and operates a software-as-a-service (SaaS) business model that is predominantly delivered remotely to customers via the internet, the absence of foreign qualifications in additional states may be appropriate at this time. However, we note several factors that warrant a more detailed review of the Company's foreign qualification obligations:
(i) Employee Locations. If any employees are or become located in states other than Massachusetts (including employees who may work remotely from other states), the Company may be required to qualify as a foreign corporation in those states. The trend toward remote and hybrid work arrangements has increased the frequency with which companies must register in multiple states.
(ii) Customer Contracts and Revenue Nexus. Depending on the nature and terms of the Company's customer contracts, including whether the Company has physical presence, property, or agents in any state, the Company may be required to qualify in additional jurisdictions.
(iii) State Tax Obligations. Even if foreign qualification is not strictly required for corporate purposes, the Company may have state tax obligations (including income tax, franchise tax, and sales tax) in jurisdictions where it has economic nexus. This analysis is outside the scope of this memorandum but should be addressed in the broader tax diligence workstream.
We recommend that the Company, in consultation with Fenwick, conduct a review of its employee locations, customer contract terms, and nexus footprint to determine whether qualification in any additional states is required. This item is identified as a follow-up item in Section IX.A below.
IX. Identified Issues and Observations
Based on our review, we have identified the following items that require follow-up prior to the closing of the Series A Financing (Section IX.A) and additional observations that, while non-material, are noted for the attention of the Pinnacle deal team (Section IX.B).
A. Items Requiring Follow-Up Prior to Closing
1. Stockholder Consent for Series A Financing. A written consent of the stockholders of the Company must be obtained prior to closing approving (a) the filing of the Amended and Restated Certificate of Incorporation (the Series A Restated Certificate), (b) the increase in authorized shares of Common Stock and the creation and authorization of the Series A Preferred Stock, and (c) the expansion of the 2023 Equity Incentive Plan option pool from 2,000,000 shares to 3,000,000 shares. The consent must be signed by holders of a majority of the outstanding Common Stock and a majority of the outstanding Series Seed Preferred Stock (voting as a separate class). Fenwick has confirmed that the form of stockholder consent is being prepared and will be circulated for execution as a closing deliverable. As noted above, based on the existing stockholder composition, we do not anticipate difficulty in obtaining the required consents.
2. Board Consent for Series A Financing. A written consent of the Board of Directors must be executed approving the Series A Financing and all related transaction documents, including but not limited to the Series A Preferred Stock Purchase Agreement, the Amended and Restated Investors' Rights Agreement, the Amended and Restated Right of First Refusal and Co-Sale Agreement, the Amended and Restated Voting Agreement, the Series A Restated Certificate, the expansion of the equity incentive plan, and such other documents and instruments as may be required. The form of board consent is being prepared by Calderwood & Harkness LLP in coordination with Fenwick. The board consent must be signed by all three (3) current directors to be effective as a unanimous written consent under Section 141(f) of the DGCL.
3. Filing of Amended and Restated Certificate of Incorporation. The Series A Restated Certificate must be filed with the Delaware Secretary of State at or immediately prior to the closing of the Series A Financing. The filing of the Series A Restated Certificate is a condition precedent to the issuance of the Series A Preferred Stock. Calderwood & Harkness LLP and Fenwick are coordinating on the form and timing of this filing. It is customary for the Series A Restated Certificate to be filed with the Delaware Secretary of State immediately prior to closing, with confirmation of filing received before the funds are wired.
4. Founder Vesting. The term sheet for the Series A Financing contemplates that the existing founder shares held by Dr. Amara Osei and Julian Voss will be made subject to a four (4)-year vesting schedule with a one (1)-year cliff, with vesting credit granted for time served since the date of incorporation (July 12, 2023). As of the target closing date of June 15, 2026, the founders will have served approximately thirty-five (35) months since incorporation, which would yield approximately eight and three-quarters (8.75) months of vesting credit under the four-year schedule (i.e., approximately 35/48 = 72.9% of their shares would be vested at closing, with the remaining 27.1% continuing to vest monthly thereafter). The precise vesting credit calculation and the terms of the stock restriction agreements implementing the founder vesting must be negotiated and finalized between the parties. The stock restriction agreements will need to be executed at closing as a condition to the Series A Financing.
We note that the imposition of reverse vesting on previously issued and fully owned founder shares may have Section 83(b) election implications under the Internal Revenue Code. Specifically, if the stock restriction agreements are structured as imposing a substantial risk of forfeiture on shares that were previously vested and owned, the founders should consult with their personal tax advisors regarding the advisability and timing of filing Section 83(b) elections with the Internal Revenue Service within thirty (30) days of the imposition of the vesting restrictions. Failure to timely file a Section 83(b) election could result in adverse tax consequences to the founders. Calderwood & Harkness LLP recommends that Fenwick and the Company's tax advisors address this issue directly with the founders.
5. Foreign Qualification Review. As discussed in Section VIII.C above, the Company should confirm whether foreign qualification in any state other than Massachusetts is required based on current employee locations, customer relationships, or other nexus factors. While the absence of additional qualifications does not appear to present an immediate impediment to the closing of the Series A Financing, failure to maintain proper foreign qualifications could result in penalties, inability to maintain actions in the courts of such states, and potential issues in connection with future financings, M&A transactions, or regulatory inquiries. We recommend that the Company undertake this review prior to or promptly following closing.
6. Directors' and Officers' Liability Insurance (D&O Insurance). We have not yet received evidence that the Company maintains a directors' and officers' liability insurance policy providing coverage to the Company's directors and officers. Given the reconstitution of the Board at closing to include investor designees Christine Aldridge and Diana Hershfield, the confirmation of adequate D&O insurance coverage is an important consideration. The Investors' Rights Agreement to be entered into in connection with the Series A Financing is expected to require the Company to maintain D&O insurance in an amount and with terms reasonably satisfactory to the Board. We recommend that evidence of D&O insurance binding coverage (or a bound policy) be made a condition to closing or, at a minimum, that the Company commit to obtaining such coverage within thirty (30) days following closing. The terms and limits of the D&O policy should be reviewed by Calderwood & Harkness LLP prior to finalization.
B. Observations (Non-Material)
The following observations, while non-material, are noted for the attention of the Pinnacle deal team:
1. Concentration of Officer Roles. As noted in Section VI.A above, Dr. Amara Osei currently holds the offices of Chief Executive Officer, Secretary, and Treasurer. While this arrangement is legally permissible under the DGCL and the Company's Bylaws, and is not uncommon for early-stage companies, the concentration of these roles in a single individual may become impractical as the Company scales and takes on the enhanced reporting and governance obligations associated with institutional venture financing. In particular, the Investors' Rights Agreement to be entered into in connection with the Series A Financing is expected to require the delivery of:
(a) monthly unaudited financial statements within thirty (30) days after the end of each calendar month;
(b) annual audited financial statements within one hundred twenty (120) days after the end of each fiscal year; and
(c) an annual operating budget and business plan for the upcoming fiscal year, to be delivered no later than December 15 of each year.
The timely and accurate preparation of such financial reports may necessitate the appointment of a dedicated Chief Financial Officer or Controller. We recommend that the Pinnacle deal team discuss the timing of such a hire with the Company's management.
2. Corporate Actions by Written Consent. All corporate actions of the Board of Directors and stockholders to date have been taken by written consent in lieu of meeting, rather than at formally noticed meetings. As discussed above, this is permissible under the DGCL and the Company's Bylaws. However, as the Board expands to five (5) members post-closing and includes directors who are not officers of the Company, the Board may wish to establish a regular cadence of noticed Board meetings (e.g., quarterly) to facilitate meaningful deliberation and oversight. In addition, the Investors' Rights Agreement is expected to include information rights and board observation rights that are most effectively exercised in the context of regular Board meetings. Proper records of all Board meetings should continue to be maintained.
X. Documents Reviewed
The following documents and records were reviewed by Calderwood & Harkness LLP in connection with the preparation of this memorandum. All documents were provided by Fenwick, Torres & Keane LLP through its secure virtual data room, unless otherwise noted.
1. Certificate of Incorporation of Quillen Technologies, Inc. (filed with the Delaware Secretary of State on July 12, 2023) — certified copy.
2. Amended and Restated Certificate of Incorporation of Quillen Technologies, Inc. (filed in connection with the Series Seed financing, October 2023) — certified copy.
3. Bylaws of Quillen Technologies, Inc. (adopted July 12, 2023).
4. Organizational Consent of Sole Incorporator of Quillen Technologies, Inc. (dated July 12, 2023).
5. Written Consent of the Board of Directors — Series Seed Preferred Stock Financing (October 2023).
6. Written Consent of the Board of Directors — Issuance of Convertible Promissory Notes (March 2024).
7. Written Consent of the Board of Directors — Extension of Convertible Note Maturity Date.
8. Written Consent of the Board of Directors — Adoption of the Quillen Technologies, Inc. 2023 Equity Incentive Plan.
9. Various Written Consents of the Board of Directors — Approval of Option Grants under the 2023 Equity Incentive Plan.
10. Minutes of Quarterly Meetings of the Board of Directors (available through Q1 2026).
11. Written Consent of Stockholders — Approval of Amended and Restated Certificate of Incorporation (October 2023).
12. Written Consent of Stockholders — Approval of the 2023 Equity Incentive Plan and Reservation of Shares.
13. Written Consent of Stockholders — Approval of Convertible Note Maturity Extension.
14. Certificate of Good Standing — Delaware Secretary of State (dated April 25, 2026).
15. Certificate of Good Standing / Certificate of Legal Existence — Massachusetts Secretary of the Commonwealth.
16. Registered Agent Confirmation — Granite State Registered Agents, Inc. (Delaware).
17. Stock ledger and capitalization records of Quillen Technologies, Inc.
18. Convertible Promissory Note — Harborview Angel Syndicate LLC ($750,000 principal amount, dated March 15, 2024), together with amendment extending maturity.
19. Convertible Promissory Note — Caldwell Family Office LLC ($500,000 principal amount, dated March 15, 2024), together with amendment extending maturity.
20. Convertible Promissory Note — Dr. Lawrence Hu ($250,000 principal amount, dated March 15, 2024), together with amendment extending maturity.
21. Quillen Technologies, Inc. 2023 Equity Incentive Plan and form of stock option agreement.
22. Company's Form D filings (reviewed on SEC EDGAR).
XI. Conclusion
Based on our review of the documents, records, filings, and certificates described in this memorandum, the corporate organization of Quillen Technologies, Inc. is in order and is consistent in all material respects with the representations made by the Company and its counsel in connection with the proposed Series A Preferred Stock financing. The Company is duly incorporated and validly existing under the laws of the State of Delaware, is in good standing in both Delaware (its state of incorporation) and Massachusetts (its principal place of business), and all material corporate actions taken to date — including the formation of the Company, the Seed Financing, the issuance of the convertible notes, the adoption of the equity incentive plan, and all related board and stockholder approvals — appear to have been properly authorized and documented.
Subject to the resolution of the follow-up items identified in Section IX.A of this memorandum (including the execution of the requisite stockholder and board consents, the filing of the Amended and Restated Certificate of Incorporation, the execution of the founder stock restriction agreements, the confirmation of foreign qualification requirements, and the confirmation of directors' and officers' liability insurance), no material organizational deficiencies were identified that would impede the closing of the Series A Preferred Stock financing on or about the target closing date of June 15, 2026.
Calderwood & Harkness LLP will continue to coordinate with Fenwick, Torres & Keane LLP (Gregory Navarro and Sophie Marchetti) to ensure that all identified items are satisfactorily resolved in advance of closing. We will provide supplemental updates to the Pinnacle deal team as additional information is received or as issues are resolved. Should any questions arise regarding the matters discussed in this memorandum, please do not hesitate to contact Rachel Bernstein at (415) 782-6112 or Leila Nazari at (415) 782-6248.
This memorandum has been prepared for the exclusive use of Pinnacle Venture Fund II LP and its representatives in connection with the proposed Series A Preferred Stock financing of Quillen Technologies, Inc. This memorandum does not constitute a legal opinion and should not be relied upon as such. The conclusions and observations set forth herein are based solely on the documents and records reviewed and are subject to the assumptions, qualifications, and limitations described herein.
CALDERWOOD & HARKNESS LLP
By: ________
Rachel Bernstein Partner
By: ________
Leila Nazari Associate
DISTRIBUTION:
Christine Aldridge — Partner, Deal Lead, Pinnacle Venture Fund II LP Tomas Medina — Vice President, Due Diligence, Pinnacle Venture Fund II LP Sandeep Rajan — Pinnacle Capital Management LLC
CONFIDENTIAL — Distribution limited to the named recipients above. Do not forward or distribute without the prior written consent of Calderwood & Harkness LLP.
cc:
Robert Jansen — Calderwood & Harkness LLP Miriam Calloway — Calderwood & Harkness LLP
Class | Authorized | Issued & Outstanding | Unissued
Common Stock | 15,000,000 shares | 8,000,000 shares | 7,000,000 shares
Series Seed Preferred Stock | 2,500,000 shares | 2,500,000 shares | 0 shares
Total | 17,500,000 shares | 10,500,000 shares | 7,000,000 shares
Seat | Director | Capacity / Affiliation | Appointment Date
1 | Dr. Amara Osei | Co-Founder & CEO; Chairperson of the Board | July 12, 2023
2 | Julian Voss | Co-Founder & CTO | July 12, 2023
3 | Margaret "Peggy" Dunlap | Managing Member, Harborview Angel Syndicate LLC (Series Seed Preferred designee) | October 2023
Name | Title | Appointment Date
Dr. Amara Osei | Chief Executive Officer (CEO) | July 12, 2023 (at incorporation)
Julian Voss | Chief Technology Officer (CTO) | July 12, 2023 (at incorporation)
Dr. Amara Osei | Secretary | July 12, 2023 (at incorporation)
Dr. Amara Osei | Treasurer | July 12, 2023 (at incorporation)
Stockholder | Shares of Common Stock | Percentage of Outstanding Common Stock
Dr. Amara Osei (Co-Founder & CEO) | 3,200,000 | 40.00%
Julian Voss (Co-Founder & CTO) | 2,800,000 | 35.00%
Priya Chandrasekar (VP of Product) | 400,000 | 5.00%
Other employees and early contributors | 1,600,000 | 20.00%
Total Outstanding Common Stock | 8,000,000 | 100.00%
Stockholder | Shares of Series Seed Preferred Stock | Purchase Price per Share | Aggregate Purchase Price
Harborview Angel Syndicate LLC | 1,500,000 | $1.20 | $1,800,000
Ridgepoint Seed Partners LP | 1,000,000 | $1.20 | $1,200,000
Total Outstanding Series Seed Preferred | 2,500,000 | $3,000,000
Category | Number of Shares
Total authorized pool | 2,000,000
Options granted and outstanding | 1,200,000
Options exercised to date | 0
Shares available for future grants | 800,000
Noteholder | Principal Amount
Harborview Angel Syndicate LLC | $750,000
Caldwell Family Office LLC | $500,000
Dr. Lawrence Hu | $250,000
Total | $1,500,000

MEMORANDUM

CALDERWOOD & HARKNESS LLP

DISTRIBUTION:

Record

Parties

Dates

Amounts