[sheet: Cover]

Field	Detail
Transaction	Series Seed Preferred Stock Financing of Meridian Diagnostics, Inc.
Lead Investor	Cobalt Ventures Fund III, LP
Total Round Size	$12,000,000
Pre-Money Valuation	$30,000,000
Post-Money Valuation	$42,000,000
Price Per Share	$2.6786 (Series Seed Preferred)
Signing / Closing Date	February 9, 2026 (simultaneous sign-and-close)
Securities Exemption	Regulation D, Rule 506(b)
Governing Law	State of Delaware
C&H Matter Number	1004-00001
Prepared By	Leila Nazari / Garrett Simmons — Calderwood & Harkness LLP
Responsible Partner	Kevin Ostrowski — Calderwood & Harkness LLP
Billing Partner	Rachel Bernstein — Calderwood & Harkness LLP
Company Counsel	Whitfield & Ames LLP (Catherine Devereaux / Thomas Whitaker)
Escrow Agent	Granite Trust Company, N.A. (Denise Fairbanks)
Transfer Agent (Post-Closing)	Ledgermark Transfer Services, Inc.
Company Auditors	Graystone & Pallister CPAs, LLP (Robert Milligan)
Form D Filing Deadline	February 24, 2026

[sheet: Parties]

Party	Full Legal Name	Role	Entity Type	Jurisdiction	EIN	Principal Office Address	Key Contact(s)	Commitment ($)	% of Round	Shares (approx.)
Company	Meridian Diagnostics, Inc.	Issuer	C-Corporation	Delaware	93-4127856	225 Binney Street, Suite 400, Cambridge, MA 02142	Dr. Priya Ramaswamy (CEO); Dr. Julian Ochoa (CTO)
Lead Investor	Cobalt Ventures Fund III, LP	Lead Investor / Purchaser	Limited Partnership	Delaware	85-2093147	2400 Sand Hill Road, Suite 310, Menlo Park, CA 94025 (via Cobalt Ventures LP)	Elaine Cho (Managing Partner); David Hargrove (Partner / Board Designee); Morgan Tsai (VP Legal Affairs)	$7,200,000	60.0%	2,687,989
GP of Lead Investor	Cobalt Ventures GP III, LLC	General Partner of Fund III	LLC	Delaware
Co-Investor	Pinewood Health Ventures, LLC	Purchaser	LLC	Delaware	88-3451209	450 Park Avenue, 18th Floor, New York, NY 10022	Sandra Kessler (Managing Member)	$2,400,000	20.0%	895,996
Co-Investor	Thornfield Capital Partners, LP	Purchaser	Limited Partnership	Delaware	87-6294013	555 Montgomery Street, Suite 1200, San Francisco, CA 94111	Brian Lund (Partner)	$1,800,000	15.0%	671,997
Co-Investor	Atlas Point Angel Syndicate, LLC	Purchaser	LLC	Delaware	92-1578430	1100 Congress Avenue, Suite 750, Austin, TX 78701	Victor Dominguez (Syndicate Manager)	$600,000	5.0%	223,999
Noteholder	Dr. Margaret Liu	Converting Noteholder	Individual	N/A	14 Chestnut Hill Road, Wellesley, MA 02481	Dr. Margaret Liu
Noteholder	Clearwater Bridge Associates, LLC	Converting Noteholder	LLC	Delaware	86-4319752	90 Broad Street, Suite 1400, New York, NY 10004
Lead Investor Counsel	Calderwood & Harkness LLP	Outside counsel to Cobalt	LLP	California	1800 Page Mill Road, Suite 200, Menlo Park, CA 94025	Kevin Ostrowski (Partner); Rachel Bernstein (Partner); Garrett Simmons (Associate); Leila Nazari (Associate)
Company Counsel	Whitfield & Ames LLP	Outside counsel to Meridian	LLP	Massachusetts	100 Federal Street, 30th Floor, Boston, MA 02110	Catherine Devereaux (Partner); Thomas Whitaker (Sr. Associate)
Escrow Agent	Granite Trust Company, N.A.	Escrow Agent	National Banking Assoc.	Pennsylvania	1600 Market Street, 12th Floor, Philadelphia, PA 19103	Denise Fairbanks (Relationship Manager)
Transfer Agent	Ledgermark Transfer Services, Inc.	Transfer Agent (post-closing)	Corporation	Delaware	800 North King Street, Suite 302, Wilmington, DE 19801
Company Auditors	Graystone & Pallister CPAs, LLP	Auditors / Accountants	LLP	Massachusetts	75 Ashbury Asset Advisors, Suite 2200, Boston, MA 02109	Robert Milligan (CPA, Engagement Partner)

[sheet: Checklist]

Item No.	Category	Document / Deliverable	Description	Responsible Party	Drafter	Status	Due Date	Date Completed	Notes
1	Transaction Agreements	Series Seed Preferred Stock Purchase Agreement (SPA) — Execution Version	Sale and issuance of 4,479,981 shares of Series Seed Preferred Stock at $2.6786/share for aggregate proceeds of $12,000,000. Simultaneous sign-and-close.	All Parties	Calderwood & Harkness LLP	Executed	February 9, 2026	February 9, 2026	Governed by laws of the State of Delaware. Includes representations, warranties, covenants, and closing conditions. Legal fee reimbursement cap of $50,000 payable by Company to Cobalt.
2	Transaction Agreements	Schedule of Investors (Exhibit to SPA)	List of investors, commitments, shares, addresses, EINs, and wire instructions. Cobalt Fund III $7,200,000 / 2,687,989 shares; Pinewood $2,400,000 / 895,996 shares; Thornfield $1,800,000 / 671,997 shares; Atlas Point $600,000 / 223,999 shares.	Calderwood & Harkness LLP	Calderwood & Harkness LLP	Executed	February 9, 2026	February 9, 2026	Attached as exhibit to executed SPA.
3	Charter Documents	Amended and Restated Certificate of Incorporation of Meridian Diagnostics, Inc.	Authorizes Series Seed Preferred Stock with 1x non-participating liquidation preference, broad-based weighted average anti-dilution, conversion rights, and protective provisions (majority consent of Series Seed Preferred required for: new senior/pari passu equity, charter amendments, dividend declarations, option pool increases, debt >$250,000 outside ordinary course, acquisitions >$500,000, related-party transactions >$100,000). Reflects option pool expansion to 1,600,000 total shares.	Company / Whitfield & Ames LLP	Calderwood & Harkness LLP / Whitfield & Ames LLP	Filed	February 9, 2026	February 9, 2026	Filed with Delaware Secretary of State on closing date. DE Corp. File No. 7294531.
4	Transaction Agreements	Investors' Rights Agreement	Information rights for Major Investors (≥1,000,000 shares Series Seed Preferred): annual audited financials, quarterly unaudited financials, monthly management reports, annual budget/business plan. Pro rata rights. Registration rights. 180-day lock-up on founder shares post-IPO.	All Parties	Calderwood & Harkness LLP	Executed	February 9, 2026	February 9, 2026	Major Investors: Cobalt Fund III (2,687,989 shares — qualifies). Pinewood, Thornfield, Atlas Point below threshold.
5	Transaction Agreements	Right of First Refusal and Co-Sale Agreement	Standard NVCA ROFR and co-sale binding Key Holders (Dr. Priya Ramaswamy, Dr. Julian Ochoa). Company and investors have ROFR on proposed transfers; co-sale right if ROFR not exercised.	All Parties / Key Holders	Calderwood & Harkness LLP	Executed	February 9, 2026	February 9, 2026	Key Holders: Dr. Ramaswamy and Dr. Ochoa.
6	Transaction Agreements	Voting Agreement	Board composition: 5 seats — 2 Common (founders), 1 Series Seed Preferred (David Hargrove, Cobalt designee), 2 Independent (mutually agreed). Drag-along at $84,000,000 or greater (2x post-money).	All Parties / Key Holders	Calderwood & Harkness LLP	Executed	February 9, 2026	February 9, 2026
7	Side Letters	Cobalt Side Letter (Meridian / Cobalt Ventures Fund III, LP)	(i) MFN clause; (ii) additional info rights — monthly KPI dashboard, cap table access; (iii) board observer right for one additional Cobalt designee; (iv) annual compliance audit of company's data privacy and security practices; (v) consent right over any single expenditure >$200,000.	Company / Cobalt	Calderwood & Harkness LLP	Executed	February 9, 2026	February 9, 2026
8	Side Letters	Pinewood Side Letter (Meridian / Pinewood Health Ventures, LLC)	(i) MFN clause; (ii) co-investment right in next qualified financing up to $1,500,000.	Company / Pinewood	Calderwood & Harkness LLP	Executed	February 9, 2026	February 9, 2026
9	Transaction Agreements	Indemnification Agreement — David Hargrove (Investor Board Designee)	Indemnification, advancement of expenses for David Hargrove as Series Seed Preferred director on Meridian Board.	Company	Calderwood & Harkness LLP	Executed	February 9, 2026	February 9, 2026
10	Transaction Agreements	Escrow Agreement (Meridian / Cobalt Fund III / Granite Trust Company, N.A.)	Deposit and release of $12,000,000 aggregate closing funds upon satisfaction of closing conditions. Escrow at Granite Trust, 1600 Market Street, 12th Floor, Philadelphia, PA 19103. Denise Fairbanks, Relationship Manager.	All Parties / Escrow Agent	Calderwood & Harkness LLP	Executed	February 9, 2026	February 9, 2026	Funds released upon confirmation of all closing conditions satisfied.
11	Founder / IP Documents	Founder Stock Restriction Agreement — Dr. Priya Ramaswamy	Reverse vesting: 5,500,000 shares Common Stock. 4-year vesting, 1-year cliff (25% cliff vest), monthly thereafter. Vesting commencement: June 15, 2023 (company formation). Company repurchase right on unvested shares.	Company / Dr. Ramaswamy	Calderwood & Harkness LLP	Executed	February 9, 2026	February 9, 2026
12	Founder / IP Documents	Founder Stock Restriction Agreement — Dr. Julian Ochoa	Reverse vesting: 3,500,000 shares Common Stock. 4-year vesting, 1-year cliff (25% cliff vest), monthly thereafter. Vesting commencement: June 15, 2023 (company formation). Company repurchase right on unvested shares.	Company / Dr. Ochoa	Calderwood & Harkness LLP	Executed	February 9, 2026	February 9, 2026
13	Founder / IP Documents	Proprietary Information and Inventions Assignment Agreement (PIIA) — Form	Form PIIA for key employees. Covers confidentiality, invention assignment, non-solicitation. Condition to closing under SPA.	Company / Key Employees	Calderwood & Harkness LLP	Final	February 9, 2026	February 9, 2026	Blank form template; to be executed by key employees.
14	Corporate Governance	Amended and Restated Bylaws of Meridian Diagnostics, Inc.	Updated bylaws reflecting 5-director board, committee structure, indemnification provisions. Adopted February 9, 2026.	Company / Whitfield & Ames LLP	Whitfield & Ames LLP	Executed	February 9, 2026	February 9, 2026	Attached as exhibit to Secretary's Certificate.
15	Corporate Governance	Written Consent of Board of Directors of Meridian Diagnostics, Inc.	Board consent in lieu of special meeting authorizing: issuance of Series Seed Preferred, execution of SPA and ancillaries, filing of A&R COI, expansion of 2024 Equity Incentive Plan by 1,200,000 shares (total pool: 1,600,000), conversion of convertible notes, appointment of David Hargrove to Board. Executed by Dr. Ramaswamy and Dr. Ochoa as directors.	Company	Whitfield & Ames LLP	Executed	February 9, 2026	February 9, 2026
16	Corporate Governance	Written Consent of Stockholders of Meridian Diagnostics, Inc.	Stockholder consent in lieu of special meeting approving A&R COI and option pool increase. Signed by Dr. Ramaswamy (5,500,000 shares), Dr. Ochoa (3,500,000 shares), Nadia Chen (600,000 shares) — 9,600,000 of 10,000,000 shares = 96% of outstanding Common Stock.	Company / Stockholders	Whitfield & Ames LLP	Executed	February 9, 2026	February 9, 2026
17	Closing Certificates	Secretary's Certificate of Meridian Diagnostics, Inc.	Certifies incumbency of officers (Dr. Ramaswamy — CEO & President; Dr. Ochoa — CTO; Secretary), adoption of A&R COI and A&R Bylaws, attaches board resolutions and stockholder consents.	Company	Calderwood & Harkness LLP / Whitfield & Ames LLP	Executed	February 9, 2026	February 9, 2026
18	Closing Certificates	Compliance Certificate of the Company	Company certifies representations and warranties in SPA are true and correct in all material respects as of closing; all covenants and conditions satisfied.	Company (Dr. Ramaswamy)	Whitfield & Ames LLP	Executed	February 9, 2026	February 9, 2026
19	Closing Certificates	Officer's Certificate — CEO Certificate	Dr. Priya Ramaswamy as CEO certifies satisfaction of all SPA closing conditions: truth of representations/warranties, performance of covenants, absence of material adverse effect, completion of required filings.	Company (Dr. Ramaswamy)	Whitfield & Ames LLP	Executed	February 9, 2026	February 9, 2026
20	Good Standing / Qualifications	Good Standing Certificate — Meridian Diagnostics, Inc. (Delaware)	Issued by Delaware Secretary of State. DE Corp. File No. 7294531. Confirms good standing in state of incorporation.	Company / Whitfield & Ames LLP	Delaware Secretary of State	Received	February 9, 2026	February 9, 2026	Dated within customary bring-down period prior to closing.
21	Good Standing / Qualifications	Good Standing Certificate — Meridian Diagnostics, Inc. (Massachusetts)	Certificate of Legal Existence issued by Massachusetts Secretary of the Commonwealth. Confirms qualification and good standing where principal office is located (225 Binney Street, Suite 400, Cambridge, MA 02142).	Company / Whitfield & Ames LLP	MA Secretary of the Commonwealth	Received	February 9, 2026	February 9, 2026
22	Legal Opinion	Legal Opinion of Whitfield & Ames LLP (Company Counsel)	Opinion of Catherine Devereaux re: due organization and good standing in Delaware, corporate authority, valid issuance of Series Seed Preferred as fully paid and non-assessable, no conflicts with charter or material agreements, exemption from registration under Reg D Rule 506(b). Draft reviewed and approved by Calderwood & Harkness LLP.	Whitfield & Ames LLP	Whitfield & Ames LLP	Executed	February 9, 2026	February 9, 2026	Delivered at closing.
23	Funds Flow	Closing Funds Flow Memorandum	Wire instructions and flow of $12,000,000 from investors through Granite Trust escrow to Meridian operating account. Cobalt Fund III: $7,200,000; Pinewood: $2,400,000; Thornfield: $1,800,000; Atlas Point: $600,000. Includes legal fee reimbursement of $50,000 from Meridian to Cobalt.	Calderwood & Harkness LLP	Calderwood & Harkness LLP / Leila Nazari	Final	February 9, 2026	February 9, 2026	Wire instructions for Granite Trust and Meridian bank account included.
24	Funds Flow	Wire Transfer Confirmation — Cobalt Ventures Fund III, LP	Confirmation of $7,200,000 wire to Granite Trust escrow account.	Cobalt / Granite Trust	Received	February 9, 2026	February 9, 2026

25	Funds Flow	Wire Transfer Confirmation — Pinewood Health Ventures, LLC	Confirmation of $2,400,000 wire to Granite Trust escrow account.	Pinewood / Granite Trust	Received	February 9, 2026	February 9, 2026
26	Funds Flow	Wire Transfer Confirmation — Thornfield Capital Partners, LP	Confirmation of $1,800,000 wire to Granite Trust escrow account.	Thornfield / Granite Trust	Received	February 9, 2026	February 9, 2026
27	Funds Flow	Wire Transfer Confirmation — Atlas Point Angel Syndicate, LLC	Confirmation of $600,000 wire to Granite Trust escrow account.	Atlas Point / Granite Trust	Received	February 9, 2026	February 9, 2026
28	Funds Flow	Escrow Release Confirmation — Granite Trust Company, N.A.	Confirmation of release of $12,000,000 from escrow to Meridian operating account upon satisfaction of all closing conditions.	Granite Trust (Denise Fairbanks)	Received	February 9, 2026	February 9, 2026
29	Funds Flow	Legal Fee Reimbursement — $50,000	Payment of $50,000 from Meridian to Cobalt for legal fees and expenses of Calderwood & Harkness LLP, per SPA.	Company	Received	February 9, 2026	February 9, 2026	Capped at $50,000 per SPA. C&H total estimated fees of $85,000–$110,000; Cobalt bears excess.
30	Convertible Note Conversion	Conversion of Convertible Notes — Dr. Margaret Liu	Principal: $1,200,000. Accrued interest (pro rata share). Conversion at effective price of $2.1429/share (20% discount; lower than $2.2321 cap price). Notes issued September 12, 2023.	Company / Dr. Liu	Whitfield & Ames LLP / Calderwood & Harkness LLP	Executed	February 9, 2026	February 9, 2026	Total conversion amount for all notes: $2,353,750. Approx. 1,098,362 shares total on conversion.
31	Convertible Note Conversion	Conversion of Convertible Notes — Clearwater Bridge Associates, LLC	Principal: $900,000. Accrued interest (pro rata share). Conversion at effective price of $2.1429/share. Notes issued September 12, 2023.	Company / Clearwater Bridge	Whitfield & Ames LLP / Calderwood & Harkness LLP	Executed	February 9, 2026	February 9, 2026	Aggregate principal $2,100,000; 5% simple interest per annum; 29 months accrued interest = $253,750 total.
32	Stock Issuance	Issuance of Series Seed Preferred Stock Certificates / Book-Entry — New Money Investors	4,479,981 shares of Series Seed Preferred at $2.6786/share issued to four investors per Schedule of Investors.	Company / Ledgermark Transfer Services, Inc.	Whitfield & Ames LLP	Executed	February 9, 2026	February 9, 2026	Transfer agent: Ledgermark Transfer Services, Inc., Wilmington, DE.
33	Stock Issuance	Issuance of Series Seed Preferred Stock Certificates / Book-Entry — Note Conversion	Approx. 1,098,362 shares of Series Seed Preferred issued to Dr. Margaret Liu and Clearwater Bridge Associates, LLC upon note conversion.	Company / Ledgermark Transfer Services, Inc.	Whitfield & Ames LLP	Executed	February 9, 2026	February 9, 2026
34	Regulatory Filings	Form D — SEC Filing (Draft)	Notice of Exempt Offering of Securities. Issuer: Meridian Diagnostics, Inc. (EIN 93-4127856, Delaware). Total offering: $12,000,000. All investors accredited under Rule 501(a). Regulation D, Rule 506(b).	Calderwood & Harkness LLP (Leila Nazari)	Calderwood & Harkness LLP	Draft — Pending Filing	February 24, 2026	Filing deadline: 15 days after first sale (Feb 9, 2026). Deadline: February 24, 2026.
35	Regulatory Filings	Blue Sky Notice Filing — California	State notice filing required under Reg D preemption (NSMIA). All investors accredited.	Calderwood & Harkness LLP (Leila Nazari)	Calderwood & Harkness LLP	In Process	~February 24, 2026	Per Blue Sky Filing Memo.
36	Regulatory Filings	Blue Sky Notice Filing — Massachusetts	State notice filing.	Calderwood & Harkness LLP (Leila Nazari)	Calderwood & Harkness LLP	In Process	~February 24, 2026
37	Regulatory Filings	Blue Sky Notice Filing — New York	State notice filing.	Calderwood & Harkness LLP (Leila Nazari)	Calderwood & Harkness LLP	In Process	~February 24, 2026
38	Regulatory Filings	Blue Sky Notice Filing — Texas	State notice filing.	Calderwood & Harkness LLP (Leila Nazari)	Calderwood & Harkness LLP	In Process	~February 24, 2026
39	Regulatory / Compliance	CFIUS Analysis	No foreign investors in round. No CFIUS filing required.	Calderwood & Harkness LLP	N/A	Confirmed — no filing.
40	Regulatory / Compliance	HSR Act Analysis	Transaction value below HSR threshold. No filing required.	Calderwood & Harkness LLP	N/A	Confirmed — not applicable.
41	Cap Table / Equity	Updated Cap Table — Post-Financing	Pre-money fully-diluted: 11,200,000 shares (10,000,000 Common + 1,200,000 new option pool). Post-money: 11,200,000 + 4,479,981 (new money) + 1,098,362 (note conversion) = 16,778,343 fully-diluted. Option pool total: 1,600,000 shares (400,000 original + 1,200,000 increase); 175,000 granted; 1,425,000 unallocated.	Calderwood & Harkness LLP (Leila Nazari)	Calderwood & Harkness LLP	Final	February 9, 2026	February 9, 2026	Prepared as separate Cap Table Analysis workbook.
42	Equity Plan	2024 Equity Incentive Plan — Amended (Option Pool Expansion)	Option pool increased by 1,200,000 shares (from 400,000 to 1,600,000 total). Approved by Board Consent and Stockholder Consent. Plan originally adopted March 1, 2024.	Company	Whitfield & Ames LLP	Executed	February 9, 2026	February 9, 2026	175,000 shares subject to outstanding grants; 1,425,000 unallocated post-closing.
43	Investor Accreditation	Investor Questionnaires / Accredited Investor Representations	All four new-money investors confirmed as accredited investors under Rule 501(a). Representations contained in SPA.	All Investors	Received	February 9, 2026	February 9, 2026	Cobalt Fund III, Pinewood, Thornfield, Atlas Point.
44	Closing Correspondence	Transmittal Letter — C&H to Whitfield & Ames LLP (Initial Drafts)	Email from Garrett Simmons to Catherine Devereaux / Thomas Whitaker dated January 10, 2026 transmitting initial drafts of SPA, A&R COI, IRA, ROFR/Co-Sale, Voting Agreement, Indemnification Agreement, Founder Stock Restriction Agreements. Comments requested by January 20, 2026.	Calderwood & Harkness LLP	Sent	January 10, 2026	January 10, 2026	CC: Kevin Ostrowski, Morgan Tsai.
45	Closing Correspondence	Closing Confirmation Letter — C&H to Cobalt Ventures LP	Email from Kevin Ostrowski to Elaine Cho, David Hargrove, Morgan Tsai confirming closing completion, receipt of all executed documents, filing of A&R COI with DE SOS, release of escrow funds, and pending Form D / blue sky filings.	Calderwood & Harkness LLP	Sent	February 9, 2026	February 9, 2026
SUMMARY	Total Deliverables: 45	Executed: 27	Received: 8	Final: 3	Filed: 1	In Process: 4	Draft — Pending Filing: 1	N/A: 2	Sent: 2

[sheet: Key Dates]

Milestone	Date	Status	Notes
Meridian Diagnostics, Inc. — incorporation	June 15, 2023	Complete	Delaware C-Corporation
Convertible Note Purchase Agreement executed	September 12, 2023	Complete	$2,100,000 aggregate principal (Dr. Margaret Liu: $1,200,000; Clearwater Bridge Associates, LLC: $900,000)
2024 Equity Incentive Plan adopted	March 1, 2024	Complete	400,000 shares initially authorized
Calderwood & Harkness LLP engagement opened	December 3, 2025	Complete	Matter No. 1004-00001
Term sheet executed	December 18, 2025	Complete	$30M pre-money / $42M post-money
Due diligence commenced	January 6, 2026	Complete
Initial drafts transmitted to Whitfield & Ames LLP	January 10, 2026	Complete	SPA, A&R COI, IRA, ROFR/Co-Sale, Voting Agreement, Indemnification, Founder Stock Restrictions
Privacy & Data Security Diligence Memo delivered	January 28, 2026	Complete	Kevin Ostrowski to Cobalt; HIPAA / MeridianPulse assessment
Due diligence completion target	January 31, 2026	Complete	Preliminary Due Diligence Memo delivered
Escrow instructions transmitted to Granite Trust	February 5, 2026	Complete	Leila Nazari to Denise Fairbanks
SPA signing / Closing / Funding	February 9, 2026	Complete	Simultaneous sign-and-close
A&R Certificate of Incorporation filed (Delaware SOS)	February 9, 2026	Complete	DE Corp. File No. 7294531
Legal Opinion of Whitfield & Ames LLP delivered	February 9, 2026	Complete	Catherine Devereaux
Form D filing deadline (SEC)	February 24, 2026	Pending	15 days after first sale
Blue Sky filings deadline (CA, MA, NY, TX)	~February 24, 2026	Pending	State notice filings in process

[sheet: Cover]
Field | Detail
Transaction | Series Seed Preferred Stock Financing of Meridian Diagnostics, Inc.
Lead Investor | Cobalt Ventures Fund III, LP
Total Round Size | $12,000,000
Pre-Money Valuation | $30,000,000
Post-Money Valuation | $42,000,000
Price Per Share | $2.6786 (Series Seed Preferred)
Signing / Closing Date | February 9, 2026 (simultaneous sign-and-close)
Securities Exemption | Regulation D, Rule 506(b)
Governing Law | State of Delaware
C&H Matter Number | 1004-00001
Prepared By | Leila Nazari / Garrett Simmons — Calderwood & Harkness LLP
Responsible Partner | Kevin Ostrowski — Calderwood & Harkness LLP
Billing Partner | Rachel Bernstein — Calderwood & Harkness LLP
Company Counsel | Whitfield & Ames LLP (Catherine Devereaux / Thomas Whitaker)
Escrow Agent | Granite Trust Company, N.A. (Denise Fairbanks)
Transfer Agent (Post-Closing) | Ledgermark Transfer Services, Inc.
Company Auditors | Graystone & Pallister CPAs, LLP (Robert Milligan)
Form D Filing Deadline | February 24, 2026
[sheet: Parties]
Party | Full Legal Name | Role | Entity Type | Jurisdiction | EIN | Principal Office Address | Key Contact(s) | Commitment ($) | % of Round | Shares (approx.)
Company | Meridian Diagnostics, Inc. | Issuer | C-Corporation | Delaware | 93-4127856 | 225 Binney Street, Suite 400, Cambridge, MA 02142 | Dr. Priya Ramaswamy (CEO); Dr. Julian Ochoa (CTO)
Lead Investor | Cobalt Ventures Fund III, LP | Lead Investor / Purchaser | Limited Partnership | Delaware | 85-2093147 | 2400 Sand Hill Road, Suite 310, Menlo Park, CA 94025 (via Cobalt Ventures LP) | Elaine Cho (Managing Partner); David Hargrove (Partner / Board Designee); Morgan Tsai (VP Legal Affairs) | $7,200,000 | 60.0% | 2,687,989
GP of Lead Investor | Cobalt Ventures GP III, LLC | General Partner of Fund III | LLC | Delaware
Co-Investor | Pinewood Health Ventures, LLC | Purchaser | LLC | Delaware | 88-3451209 | 450 Park Avenue, 18th Floor, New York, NY 10022 | Sandra Kessler (Managing Member) | $2,400,000 | 20.0% | 895,996
Co-Investor | Thornfield Capital Partners, LP | Purchaser | Limited Partnership | Delaware | 87-6294013 | 555 Montgomery Street, Suite 1200, San Francisco, CA 94111 | Brian Lund (Partner) | $1,800,000 | 15.0% | 671,997
Co-Investor | Atlas Point Angel Syndicate, LLC | Purchaser | LLC | Delaware | 92-1578430 | 1100 Congress Avenue, Suite 750, Austin, TX 78701 | Victor Dominguez (Syndicate Manager) | $600,000 | 5.0% | 223,999
Noteholder | Dr. Margaret Liu | Converting Noteholder | Individual | N/A | 14 Chestnut Hill Road, Wellesley, MA 02481 | Dr. Margaret Liu
Noteholder | Clearwater Bridge Associates, LLC | Converting Noteholder | LLC | Delaware | 86-4319752 | 90 Broad Street, Suite 1400, New York, NY 10004
Lead Investor Counsel | Calderwood & Harkness LLP | Outside counsel to Cobalt | LLP | California | 1800 Page Mill Road, Suite 200, Menlo Park, CA 94025 | Kevin Ostrowski (Partner); Rachel Bernstein (Partner); Garrett Simmons (Associate); Leila Nazari (Associate)
Company Counsel | Whitfield & Ames LLP | Outside counsel to Meridian | LLP | Massachusetts | 100 Federal Street, 30th Floor, Boston, MA 02110 | Catherine Devereaux (Partner); Thomas Whitaker (Sr. Associate)
Escrow Agent | Granite Trust Company, N.A. | Escrow Agent | National Banking Assoc. | Pennsylvania | 1600 Market Street, 12th Floor, Philadelphia, PA 19103 | Denise Fairbanks (Relationship Manager)
Transfer Agent | Ledgermark Transfer Services, Inc. | Transfer Agent (post-closing) | Corporation | Delaware | 800 North King Street, Suite 302, Wilmington, DE 19801
Company Auditors | Graystone & Pallister CPAs, LLP | Auditors / Accountants | LLP | Massachusetts | 75 Ashbury Asset Advisors, Suite 2200, Boston, MA 02109 | Robert Milligan (CPA, Engagement Partner)
[sheet: Checklist]
Item No. | Category | Document / Deliverable | Description | Responsible Party | Drafter | Status | Due Date | Date Completed | Notes
1 | Transaction Agreements | Series Seed Preferred Stock Purchase Agreement (SPA) — Execution Version | Sale and issuance of 4,479,981 shares of Series Seed Preferred Stock at $2.6786/share for aggregate proceeds of $12,000,000. Simultaneous sign-and-close. | All Parties | Calderwood & Harkness LLP | Executed | February 9, 2026 | February 9, 2026 | Governed by laws of the State of Delaware. Includes representations, warranties, covenants, and closing conditions. Legal fee reimbursement cap of $50,000 payable by Company to Cobalt.
2 | Transaction Agreements | Schedule of Investors (Exhibit to SPA) | List of investors, commitments, shares, addresses, EINs, and wire instructions. Cobalt Fund III $7,200,000 / 2,687,989 shares; Pinewood $2,400,000 / 895,996 shares; Thornfield $1,800,000 / 671,997 shares; Atlas Point $600,000 / 223,999 shares. | Calderwood & Harkness LLP | Calderwood & Harkness LLP | Executed | February 9, 2026 | February 9, 2026 | Attached as exhibit to executed SPA.
3 | Charter Documents | Amended and Restated Certificate of Incorporation of Meridian Diagnostics, Inc. | Authorizes Series Seed Preferred Stock with 1x non-participating liquidation preference, broad-based weighted average anti-dilution, conversion rights, and protective provisions (majority consent of Series Seed Preferred required for: new senior/pari passu equity, charter amendments, dividend declarations, option pool increases, debt >$250,000 outside ordinary course, acquisitions >$500,000, related-party transactions >$100,000). Reflects option pool expansion to 1,600,000 total shares. | Company / Whitfield & Ames LLP | Calderwood & Harkness LLP / Whitfield & Ames LLP | Filed | February 9, 2026 | February 9, 2026 | Filed with Delaware Secretary of State on closing date. DE Corp. File No. 7294531.
4 | Transaction Agreements | Investors' Rights Agreement | Information rights for Major Investors (≥1,000,000 shares Series Seed Preferred): annual audited financials, quarterly unaudited financials, monthly management reports, annual budget/business plan. Pro rata rights. Registration rights. 180-day lock-up on founder shares post-IPO. | All Parties | Calderwood & Harkness LLP | Executed | February 9, 2026 | February 9, 2026 | Major Investors: Cobalt Fund III (2,687,989 shares — qualifies). Pinewood, Thornfield, Atlas Point below threshold.
5 | Transaction Agreements | Right of First Refusal and Co-Sale Agreement | Standard NVCA ROFR and co-sale binding Key Holders (Dr. Priya Ramaswamy, Dr. Julian Ochoa). Company and investors have ROFR on proposed transfers; co-sale right if ROFR not exercised. | All Parties / Key Holders | Calderwood & Harkness LLP | Executed | February 9, 2026 | February 9, 2026 | Key Holders: Dr. Ramaswamy and Dr. Ochoa.
6 | Transaction Agreements | Voting Agreement | Board composition: 5 seats — 2 Common (founders), 1 Series Seed Preferred (David Hargrove, Cobalt designee), 2 Independent (mutually agreed). Drag-along at $84,000,000 or greater (2x post-money). | All Parties / Key Holders | Calderwood & Harkness LLP | Executed | February 9, 2026 | February 9, 2026
7 | Side Letters | Cobalt Side Letter (Meridian / Cobalt Ventures Fund III, LP) | (i) MFN clause; (ii) additional info rights — monthly KPI dashboard, cap table access; (iii) board observer right for one additional Cobalt designee; (iv) annual compliance audit of company's data privacy and security practices; (v) consent right over any single expenditure >$200,000. | Company / Cobalt | Calderwood & Harkness LLP | Executed | February 9, 2026 | February 9, 2026
8 | Side Letters | Pinewood Side Letter (Meridian / Pinewood Health Ventures, LLC) | (i) MFN clause; (ii) co-investment right in next qualified financing up to $1,500,000. | Company / Pinewood | Calderwood & Harkness LLP | Executed | February 9, 2026 | February 9, 2026
9 | Transaction Agreements | Indemnification Agreement — David Hargrove (Investor Board Designee) | Indemnification, advancement of expenses for David Hargrove as Series Seed Preferred director on Meridian Board. | Company | Calderwood & Harkness LLP | Executed | February 9, 2026 | February 9, 2026
10 | Transaction Agreements | Escrow Agreement (Meridian / Cobalt Fund III / Granite Trust Company, N.A.) | Deposit and release of $12,000,000 aggregate closing funds upon satisfaction of closing conditions. Escrow at Granite Trust, 1600 Market Street, 12th Floor, Philadelphia, PA 19103. Denise Fairbanks, Relationship Manager. | All Parties / Escrow Agent | Calderwood & Harkness LLP | Executed | February 9, 2026 | February 9, 2026 | Funds released upon confirmation of all closing conditions satisfied.
11 | Founder / IP Documents | Founder Stock Restriction Agreement — Dr. Priya Ramaswamy | Reverse vesting: 5,500,000 shares Common Stock. 4-year vesting, 1-year cliff (25% cliff vest), monthly thereafter. Vesting commencement: June 15, 2023 (company formation). Company repurchase right on unvested shares. | Company / Dr. Ramaswamy | Calderwood & Harkness LLP | Executed | February 9, 2026 | February 9, 2026
12 | Founder / IP Documents | Founder Stock Restriction Agreement — Dr. Julian Ochoa | Reverse vesting: 3,500,000 shares Common Stock. 4-year vesting, 1-year cliff (25% cliff vest), monthly thereafter. Vesting commencement: June 15, 2023 (company formation). Company repurchase right on unvested shares. | Company / Dr. Ochoa | Calderwood & Harkness LLP | Executed | February 9, 2026 | February 9, 2026
13 | Founder / IP Documents | Proprietary Information and Inventions Assignment Agreement (PIIA) — Form | Form PIIA for key employees. Covers confidentiality, invention assignment, non-solicitation. Condition to closing under SPA. | Company / Key Employees | Calderwood & Harkness LLP | Final | February 9, 2026 | February 9, 2026 | Blank form template; to be executed by key employees.
14 | Corporate Governance | Amended and Restated Bylaws of Meridian Diagnostics, Inc. | Updated bylaws reflecting 5-director board, committee structure, indemnification provisions. Adopted February 9, 2026. | Company / Whitfield & Ames LLP | Whitfield & Ames LLP | Executed | February 9, 2026 | February 9, 2026 | Attached as exhibit to Secretary's Certificate.
15 | Corporate Governance | Written Consent of Board of Directors of Meridian Diagnostics, Inc. | Board consent in lieu of special meeting authorizing: issuance of Series Seed Preferred, execution of SPA and ancillaries, filing of A&R COI, expansion of 2024 Equity Incentive Plan by 1,200,000 shares (total pool: 1,600,000), conversion of convertible notes, appointment of David Hargrove to Board. Executed by Dr. Ramaswamy and Dr. Ochoa as directors. | Company | Whitfield & Ames LLP | Executed | February 9, 2026 | February 9, 2026
16 | Corporate Governance | Written Consent of Stockholders of Meridian Diagnostics, Inc. | Stockholder consent in lieu of special meeting approving A&R COI and option pool increase. Signed by Dr. Ramaswamy (5,500,000 shares), Dr. Ochoa (3,500,000 shares), Nadia Chen (600,000 shares) — 9,600,000 of 10,000,000 shares = 96% of outstanding Common Stock. | Company / Stockholders | Whitfield & Ames LLP | Executed | February 9, 2026 | February 9, 2026
17 | Closing Certificates | Secretary's Certificate of Meridian Diagnostics, Inc. | Certifies incumbency of officers (Dr. Ramaswamy — CEO & President; Dr. Ochoa — CTO; Secretary), adoption of A&R COI and A&R Bylaws, attaches board resolutions and stockholder consents. | Company | Calderwood & Harkness LLP / Whitfield & Ames LLP | Executed | February 9, 2026 | February 9, 2026
18 | Closing Certificates | Compliance Certificate of the Company | Company certifies representations and warranties in SPA are true and correct in all material respects as of closing; all covenants and conditions satisfied. | Company (Dr. Ramaswamy) | Whitfield & Ames LLP | Executed | February 9, 2026 | February 9, 2026
19 | Closing Certificates | Officer's Certificate — CEO Certificate | Dr. Priya Ramaswamy as CEO certifies satisfaction of all SPA closing conditions: truth of representations/warranties, performance of covenants, absence of material adverse effect, completion of required filings. | Company (Dr. Ramaswamy) | Whitfield & Ames LLP | Executed | February 9, 2026 | February 9, 2026
20 | Good Standing / Qualifications | Good Standing Certificate — Meridian Diagnostics, Inc. (Delaware) | Issued by Delaware Secretary of State. DE Corp. File No. 7294531. Confirms good standing in state of incorporation. | Company / Whitfield & Ames LLP | Delaware Secretary of State | Received | February 9, 2026 | February 9, 2026 | Dated within customary bring-down period prior to closing.
21 | Good Standing / Qualifications | Good Standing Certificate — Meridian Diagnostics, Inc. (Massachusetts) | Certificate of Legal Existence issued by Massachusetts Secretary of the Commonwealth. Confirms qualification and good standing where principal office is located (225 Binney Street, Suite 400, Cambridge, MA 02142). | Company / Whitfield & Ames LLP | MA Secretary of the Commonwealth | Received | February 9, 2026 | February 9, 2026
22 | Legal Opinion | Legal Opinion of Whitfield & Ames LLP (Company Counsel) | Opinion of Catherine Devereaux re: due organization and good standing in Delaware, corporate authority, valid issuance of Series Seed Preferred as fully paid and non-assessable, no conflicts with charter or material agreements, exemption from registration under Reg D Rule 506(b). Draft reviewed and approved by Calderwood & Harkness LLP. | Whitfield & Ames LLP | Whitfield & Ames LLP | Executed | February 9, 2026 | February 9, 2026 | Delivered at closing.
23 | Funds Flow | Closing Funds Flow Memorandum | Wire instructions and flow of $12,000,000 from investors through Granite Trust escrow to Meridian operating account. Cobalt Fund III: $7,200,000; Pinewood: $2,400,000; Thornfield: $1,800,000; Atlas Point: $600,000. Includes legal fee reimbursement of $50,000 from Meridian to Cobalt. | Calderwood & Harkness LLP | Calderwood & Harkness LLP / Leila Nazari | Final | February 9, 2026 | February 9, 2026 | Wire instructions for Granite Trust and Meridian bank account included.
24 | Funds Flow | Wire Transfer Confirmation — Cobalt Ventures Fund III, LP | Confirmation of $7,200,000 wire to Granite Trust escrow account. | Cobalt / Granite Trust | Received | February 9, 2026 | February 9, 2026
25 | Funds Flow | Wire Transfer Confirmation — Pinewood Health Ventures, LLC | Confirmation of $2,400,000 wire to Granite Trust escrow account. | Pinewood / Granite Trust | Received | February 9, 2026 | February 9, 2026
26 | Funds Flow | Wire Transfer Confirmation — Thornfield Capital Partners, LP | Confirmation of $1,800,000 wire to Granite Trust escrow account. | Thornfield / Granite Trust | Received | February 9, 2026 | February 9, 2026
27 | Funds Flow | Wire Transfer Confirmation — Atlas Point Angel Syndicate, LLC | Confirmation of $600,000 wire to Granite Trust escrow account. | Atlas Point / Granite Trust | Received | February 9, 2026 | February 9, 2026
28 | Funds Flow | Escrow Release Confirmation — Granite Trust Company, N.A. | Confirmation of release of $12,000,000 from escrow to Meridian operating account upon satisfaction of all closing conditions. | Granite Trust (Denise Fairbanks) | Received | February 9, 2026 | February 9, 2026
29 | Funds Flow | Legal Fee Reimbursement — $50,000 | Payment of $50,000 from Meridian to Cobalt for legal fees and expenses of Calderwood & Harkness LLP, per SPA. | Company | Received | February 9, 2026 | February 9, 2026 | Capped at $50,000 per SPA. C&H total estimated fees of $85,000–$110,000; Cobalt bears excess.
30 | Convertible Note Conversion | Conversion of Convertible Notes — Dr. Margaret Liu | Principal: $1,200,000. Accrued interest (pro rata share). Conversion at effective price of $2.1429/share (20% discount; lower than $2.2321 cap price). Notes issued September 12, 2023. | Company / Dr. Liu | Whitfield & Ames LLP / Calderwood & Harkness LLP | Executed | February 9, 2026 | February 9, 2026 | Total conversion amount for all notes: $2,353,750. Approx. 1,098,362 shares total on conversion.
31 | Convertible Note Conversion | Conversion of Convertible Notes — Clearwater Bridge Associates, LLC | Principal: $900,000. Accrued interest (pro rata share). Conversion at effective price of $2.1429/share. Notes issued September 12, 2023. | Company / Clearwater Bridge | Whitfield & Ames LLP / Calderwood & Harkness LLP | Executed | February 9, 2026 | February 9, 2026 | Aggregate principal $2,100,000; 5% simple interest per annum; 29 months accrued interest = $253,750 total.
32 | Stock Issuance | Issuance of Series Seed Preferred Stock Certificates / Book-Entry — New Money Investors | 4,479,981 shares of Series Seed Preferred at $2.6786/share issued to four investors per Schedule of Investors. | Company / Ledgermark Transfer Services, Inc. | Whitfield & Ames LLP | Executed | February 9, 2026 | February 9, 2026 | Transfer agent: Ledgermark Transfer Services, Inc., Wilmington, DE.
33 | Stock Issuance | Issuance of Series Seed Preferred Stock Certificates / Book-Entry — Note Conversion | Approx. 1,098,362 shares of Series Seed Preferred issued to Dr. Margaret Liu and Clearwater Bridge Associates, LLC upon note conversion. | Company / Ledgermark Transfer Services, Inc. | Whitfield & Ames LLP | Executed | February 9, 2026 | February 9, 2026
34 | Regulatory Filings | Form D — SEC Filing (Draft) | Notice of Exempt Offering of Securities. Issuer: Meridian Diagnostics, Inc. (EIN 93-4127856, Delaware). Total offering: $12,000,000. All investors accredited under Rule 501(a). Regulation D, Rule 506(b). | Calderwood & Harkness LLP (Leila Nazari) | Calderwood & Harkness LLP | Draft — Pending Filing | February 24, 2026 | Filing deadline: 15 days after first sale (Feb 9, 2026). Deadline: February 24, 2026.
35 | Regulatory Filings | Blue Sky Notice Filing — California | State notice filing required under Reg D preemption (NSMIA). All investors accredited. | Calderwood & Harkness LLP (Leila Nazari) | Calderwood & Harkness LLP | In Process | ~February 24, 2026 | Per Blue Sky Filing Memo.
36 | Regulatory Filings | Blue Sky Notice Filing — Massachusetts | State notice filing. | Calderwood & Harkness LLP (Leila Nazari) | Calderwood & Harkness LLP | In Process | ~February 24, 2026
37 | Regulatory Filings | Blue Sky Notice Filing — New York | State notice filing. | Calderwood & Harkness LLP (Leila Nazari) | Calderwood & Harkness LLP | In Process | ~February 24, 2026
38 | Regulatory Filings | Blue Sky Notice Filing — Texas | State notice filing. | Calderwood & Harkness LLP (Leila Nazari) | Calderwood & Harkness LLP | In Process | ~February 24, 2026
39 | Regulatory / Compliance | CFIUS Analysis | No foreign investors in round. No CFIUS filing required. | Calderwood & Harkness LLP | N/A | Confirmed — no filing.
40 | Regulatory / Compliance | HSR Act Analysis | Transaction value below HSR threshold. No filing required. | Calderwood & Harkness LLP | N/A | Confirmed — not applicable.
41 | Cap Table / Equity | Updated Cap Table — Post-Financing | Pre-money fully-diluted: 11,200,000 shares (10,000,000 Common + 1,200,000 new option pool). Post-money: 11,200,000 + 4,479,981 (new money) + 1,098,362 (note conversion) = 16,778,343 fully-diluted. Option pool total: 1,600,000 shares (400,000 original + 1,200,000 increase); 175,000 granted; 1,425,000 unallocated. | Calderwood & Harkness LLP (Leila Nazari) | Calderwood & Harkness LLP | Final | February 9, 2026 | February 9, 2026 | Prepared as separate Cap Table Analysis workbook.
42 | Equity Plan | 2024 Equity Incentive Plan — Amended (Option Pool Expansion) | Option pool increased by 1,200,000 shares (from 400,000 to 1,600,000 total). Approved by Board Consent and Stockholder Consent. Plan originally adopted March 1, 2024. | Company | Whitfield & Ames LLP | Executed | February 9, 2026 | February 9, 2026 | 175,000 shares subject to outstanding grants; 1,425,000 unallocated post-closing.
43 | Investor Accreditation | Investor Questionnaires / Accredited Investor Representations | All four new-money investors confirmed as accredited investors under Rule 501(a). Representations contained in SPA. | All Investors | Received | February 9, 2026 | February 9, 2026 | Cobalt Fund III, Pinewood, Thornfield, Atlas Point.
44 | Closing Correspondence | Transmittal Letter — C&H to Whitfield & Ames LLP (Initial Drafts) | Email from Garrett Simmons to Catherine Devereaux / Thomas Whitaker dated January 10, 2026 transmitting initial drafts of SPA, A&R COI, IRA, ROFR/Co-Sale, Voting Agreement, Indemnification Agreement, Founder Stock Restriction Agreements. Comments requested by January 20, 2026. | Calderwood & Harkness LLP | Sent | January 10, 2026 | January 10, 2026 | CC: Kevin Ostrowski, Morgan Tsai.
45 | Closing Correspondence | Closing Confirmation Letter — C&H to Cobalt Ventures LP | Email from Kevin Ostrowski to Elaine Cho, David Hargrove, Morgan Tsai confirming closing completion, receipt of all executed documents, filing of A&R COI with DE SOS, release of escrow funds, and pending Form D / blue sky filings. | Calderwood & Harkness LLP | Sent | February 9, 2026 | February 9, 2026
SUMMARY | Total Deliverables: 45 | Executed: 27 | Received: 8 | Final: 3 | Filed: 1 | In Process: 4 | Draft — Pending Filing: 1 | N/A: 2 | Sent: 2
[sheet: Key Dates]
Milestone | Date | Status | Notes
Meridian Diagnostics, Inc. — incorporation | June 15, 2023 | Complete | Delaware C-Corporation
Convertible Note Purchase Agreement executed | September 12, 2023 | Complete | $2,100,000 aggregate principal (Dr. Margaret Liu: $1,200,000; Clearwater Bridge Associates, LLC: $900,000)
2024 Equity Incentive Plan adopted | March 1, 2024 | Complete | 400,000 shares initially authorized
Calderwood & Harkness LLP engagement opened | December 3, 2025 | Complete | Matter No. 1004-00001
Term sheet executed | December 18, 2025 | Complete | $30M pre-money / $42M post-money
Due diligence commenced | January 6, 2026 | Complete
Initial drafts transmitted to Whitfield & Ames LLP | January 10, 2026 | Complete | SPA, A&R COI, IRA, ROFR/Co-Sale, Voting Agreement, Indemnification, Founder Stock Restrictions
Privacy & Data Security Diligence Memo delivered | January 28, 2026 | Complete | Kevin Ostrowski to Cobalt; HIPAA / MeridianPulse assessment
Due diligence completion target | January 31, 2026 | Complete | Preliminary Due Diligence Memo delivered
Escrow instructions transmitted to Granite Trust | February 5, 2026 | Complete | Leila Nazari to Denise Fairbanks
SPA signing / Closing / Funding | February 9, 2026 | Complete | Simultaneous sign-and-close
A&R Certificate of Incorporation filed (Delaware SOS) | February 9, 2026 | Complete | DE Corp. File No. 7294531
Legal Opinion of Whitfield & Ames LLP delivered | February 9, 2026 | Complete | Catherine Devereaux
Form D filing deadline (SEC) | February 24, 2026 | Pending | 15 days after first sale
Blue Sky filings deadline (CA, MA, NY, TX) | ~February 24, 2026 | Pending | State notice filings in process

[sheet: Cover]

Record

Parties

Dates

Amounts