company-counsel-legal-opinion-draft.docx

1004-00001 · Client 1004 · Closing

company-counsel-legal-opinion-draft.docx DOCUMENT M&A / Corporate

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WHITFIELD & AMES LLP Attorneys at Law 100 Federal Street, 30th Floor Boston, Massachusetts 02110 Telephone: (617) 555-8200 Facsimile: (617) 555-8201 www.whitfieldames.com

February 9, 2026

DRAFT — FOR REVIEW AND COMMENT BY CALDERWOOD & HARKNESS LLP

Internal Reference: This draft opinion letter is being circulated to Calderwood & Harkness LLP, counsel to Cobalt Ventures Fund III, LP, as lead investor counsel, for review and comment prior to finalization and delivery at the closing of the Series Seed Preferred Stock financing of Meridian Diagnostics, Inc. This draft does not constitute a final opinion of Whitfield & Ames LLP and should not be relied upon by any party.

Meridian Diagnostics, Inc. 225 Binney Street, Suite 400 Cambridge, Massachusetts 02142

Cobalt Ventures Fund III, LP 2400 Sand Hill Road, Suite 310 Menlo Park, California 94025

Pinewood Health Ventures, LLC 450 Park Avenue, 18th Floor New York, New York 10022

Thornfield Capital Partners, LP 555 Montgomery Street, Suite 1200 San Francisco, California 94111

Atlas Point Angel Syndicate, LLC 1100 Congress Avenue, Suite 750 Austin, Texas 78701

Re: Series Seed Preferred Stock Purchase Agreement dated February 9, 2026 — Legal Opinion of Company Counsel

Ladies and Gentlemen:

I. Introduction

We have acted as counsel to Meridian Diagnostics, Inc., a Delaware corporation (the "Company"), in connection with the closing of the transactions contemplated by that certain Series Seed Preferred Stock Purchase Agreement, dated as of February 9, 2026 (the "Purchase Agreement"), by and among the Company and the investors listed on the Schedule of Investors attached thereto (collectively, the "Investors"). This opinion letter (this "Opinion") is being delivered to the Company and to the Investors pursuant to Section 4.1(g) of the Purchase Agreement, which requires, as a condition to the obligation of the Investors to consummate the closing of the transactions contemplated thereby, the delivery of a legal opinion of counsel to the Company in substantially the form set forth in Exhibit E to the Purchase Agreement, addressed to the Company and each of the Investors, and in form and substance reasonably satisfactory to counsel to the lead Investors.

We understand that the closing of the transactions contemplated by the Purchase Agreement is occurring simultaneously with the execution and delivery of the Purchase Agreement and the other Transaction Documents (as defined below) on February 9, 2026 (a simultaneous sign-and-close). This Opinion is being delivered concurrently with such closing.

The opining attorney principally responsible for the preparation of this Opinion is Catherine Devereaux, a partner in the Emerging Companies & Venture Capital practice group of Whitfield & Ames LLP. Ms. Devereaux is admitted to practice law in the Commonwealth of Massachusetts and is a member in good standing of the Massachusetts bar.

II. Defined Terms and Transaction Documents Examined

A. Transaction Documents

In connection with the preparation and delivery of this Opinion, we have examined executed counterparts or copies of the following documents, which are referred to collectively herein as the "Transaction Documents":

1. Series Seed Preferred Stock Purchase Agreement, dated as of February 9, 2026, by and among the Company and the Investors listed on the Schedule of Investors attached thereto (the "Purchase Agreement");

2. Amended and Restated Certificate of Incorporation of Meridian Diagnostics, Inc., filed with the Secretary of State of the State of Delaware on February 9, 2026 (the "Restated Certificate");

3. Investors' Rights Agreement, dated as of February 9, 2026, by and among the Company and the Investors and other parties thereto (the "Investors' Rights Agreement");

4. Right of First Refusal and Co-Sale Agreement, dated as of February 9, 2026, by and among the Company, the Investors, and the Key Holders named therein (the "ROFR Agreement");

5. Voting Agreement, dated as of February 9, 2026, by and among the Company, the Investors, and the Key Holders and other stockholders named therein (the "Voting Agreement");

6. Side Letter Agreement between the Company and Cobalt Ventures Fund III, LP, dated as of February 9, 2026, regarding certain additional rights and obligations of Cobalt Ventures Fund III, LP in connection with the financing (the "Cobalt Side Letter");

7. Side Letter Agreement between the Company and Pinewood Health Ventures, LLC, dated as of February 9, 2026, regarding certain additional rights and obligations of Pinewood Health Ventures, LLC in connection with the financing (the "Pinewood Side Letter");

8. Indemnification Agreement between the Company and David Hargrove, dated as of February 9, 2026, providing for indemnification and advancement of expenses in connection with Mr. Hargrove's service as a director of the Company (the "Indemnification Agreement");

9. Escrow Agreement among the Company, Cobalt Ventures Fund III, LP, and Granite Trust Company, N.A., as escrow agent, dated as of February 9, 2026, regarding the deposit and release of the aggregate purchase price in connection with the closing (the "Escrow Agreement");

10. Founder Stock Restriction Agreement between the Company and Dr. Priya Ramaswamy, dated as of February 9, 2026, regarding vesting and repurchase rights with respect to shares of Common Stock held by Dr. Ramaswamy (the "Ramaswamy Founder Stock Agreement"); and

11. Founder Stock Restriction Agreement between the Company and Dr. Julian Ochoa, dated as of February 9, 2026, regarding vesting and repurchase rights with respect to shares of Common Stock held by Dr. Ochoa (the "Ochoa Founder Stock Agreement").

B. Other Documents and Records Examined

In addition to the Transaction Documents, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents and records:

(a) The original Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on June 15, 2023, together with all amendments thereto filed prior to the filing of the Restated Certificate;

(b) The Amended and Restated Bylaws of the Company, adopted by the Board of Directors of the Company on February 9, 2026, effective as of such date (the "Bylaws");

(c) The Written Consent of the Board of Directors of the Company, dated February 9, 2026, authorizing, among other things, the execution and delivery of the Transaction Documents, the issuance and sale of the shares of Series Seed Preferred Stock to the Investors, the filing of the Restated Certificate, the adoption of the Bylaws, the appointment of David Hargrove as a member of the Board of Directors, and the increase in shares reserved under the 2024 Equity Incentive Plan (the "Board Consent");

(d) The Written Consent of the Stockholders of the Company, dated February 9, 2026, approving, among other things, the Restated Certificate and the increase in the number of shares reserved for issuance under the Company's 2024 Equity Incentive Plan by 1,200,000 shares, bringing the total share reserve to 1,600,000 shares (the "Stockholder Consent");

(e) The Company's 2024 Equity Incentive Plan, as originally adopted on March 1, 2024, as amended to increase the share reserve by 1,200,000 shares (total reserve of 1,600,000 shares), as approved by the Board of Directors and the stockholders of the Company (the "Equity Incentive Plan");

(f) A Certificate of Good Standing for the Company issued by the Secretary of State of the State of Delaware (File No. 7294531), dated as of a recent date;

(g) A Certificate of Legal Existence (Good Standing Certificate) for the Company issued by the Secretary of the Commonwealth of Massachusetts, dated as of a recent date;

(h) That certain Convertible Note Purchase Agreement, dated September 12, 2023, by and among the Company and the noteholders party thereto, together with the convertible promissory notes issued thereunder in the aggregate principal amount of Two Million One Hundred Thousand Dollars ($2,100,000), consisting of a note in the principal amount of One Million Two Hundred Thousand Dollars ($1,200,000) issued to Dr. Margaret Liu and a note in the principal amount of Nine Hundred Thousand Dollars ($900,000) issued to Clearwater Bridge Associates, LLC (the "Convertible Notes");

(i) An Officer's Certificate of the Company executed by Dr. Priya Ramaswamy, Chief Executive Officer of the Company, dated February 9, 2026 (the "Officer's Certificate");

(j) A Secretary's Certificate of the Company executed by Dr. Julian Ochoa, Secretary of the Company, dated February 9, 2026, certifying, among other things, the incumbency of the officers and directors of the Company and attaching copies of the Restated Certificate, the Bylaws, the Board Consent, and the Stockholder Consent (the "Secretary's Certificate");

(k) The Schedule of Investors attached to the Purchase Agreement, setting forth the name, address, and share allocation for each Investor; and

(l) Such other documents, records, certificates, and instruments as we have deemed necessary or appropriate for purposes of the opinions expressed herein.

C. Capitalized Terms

Capitalized terms used but not otherwise defined in this Opinion have the meanings ascribed to them in the Purchase Agreement. As used in this Opinion, the following terms shall have the following meanings:

"Shares" means the 4,479,981 shares of Series Seed Preferred Stock to be issued and sold to the Investors under the Purchase Agreement at a price of $2.6786 per share, for aggregate consideration of Twelve Million Dollars ($12,000,000).

"Conversion Shares" means the approximately 1,098,362 shares of Series Seed Preferred Stock issuable upon conversion of the outstanding Convertible Notes in accordance with their terms, reflecting aggregate principal and accrued interest of approximately Two Million Three Hundred Fifty-Three Thousand Seven Hundred Fifty Dollars ($2,353,750) at an effective conversion price of $2.1429 per share.

III. Assumptions

In rendering the opinions set forth below, we have assumed, without independent investigation or verification, each of the following:

1. The genuineness of all signatures on all documents examined by us in connection with this Opinion, whether originals or copies.

2. The authenticity and completeness of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as copies (whether certified, conformed, photostatic, electronic, or otherwise).

3. The legal capacity of all natural persons who have executed any of the documents reviewed by us, including, without limitation, the capacity of each such person to understand the nature and consequences of the transactions contemplated thereby.

4. That each Investor is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), as represented by each Investor in the Purchase Agreement.

5. That each of the Investors has the requisite power, authority, and legal right under its governing documents and applicable law to enter into and perform its respective obligations under each of the Transaction Documents to which it is a party.

6. That all Transaction Documents constitute the valid, binding, and enforceable obligations of each Investor that is a party thereto, enforceable against such Investor in accordance with their respective terms, subject to the same qualifications and limitations set forth in Section V below with respect to enforceability.

7. That the representations and warranties of the Investors set forth in the Purchase Agreement, including representations regarding investment intent, accredited investor status, and receipt of information concerning the Company, are true, correct, and complete as of the date hereof.

8. That there has been no mutual mistake of fact or misunderstanding, fraud, duress, or undue influence with respect to any of the Transaction Documents, and that all parties have entered into the Transaction Documents voluntarily and in good faith.

9. That the information provided to us by the Company and its officers, directors, employees, and other agents and representatives, whether orally or in writing, is accurate, complete, and not misleading in all material respects, and that no information has been withheld from us that would be material to the opinions expressed herein.

10. That the Company has complied, and will continue to comply, with all representations, warranties, and covenants contained in the Transaction Documents to which it is a party.

11. That Twelve Million Dollars ($12,000,000) in aggregate consideration has been deposited by or on behalf of the Investors with Granite Trust Company, N.A., as escrow agent, in accordance with the Escrow Agreement, and that such funds have been released to the Company upon satisfaction or waiver of all conditions to closing set forth in the Purchase Agreement and the Escrow Agreement.

IV. Opinions

Based upon the foregoing and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that, as of the date hereof:

Opinion 1: Due Organization and Good Standing — Delaware

The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. In rendering this opinion, we have relied upon our review of the original Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on June 15, 2023, and all amendments thereto, including the Restated Certificate filed with the Secretary of State of the State of Delaware on February 9, 2026, and upon the Good Standing Certificate issued by the Secretary of State of the State of Delaware with respect to the Company (File No. 7294531). We note that the Good Standing Certificate speaks only as of the date indicated therein and that the concept of "good standing" under Delaware law relates only to the payment of franchise taxes and the filing of annual reports, and does not encompass compliance with other legal requirements.

Opinion 2: Qualification — Massachusetts

The Company is duly qualified or registered to do business as a foreign corporation and is in good standing in the Commonwealth of Massachusetts, where the character of the properties owned, leased, or operated by the Company or the nature of the business conducted by the Company makes such qualification or registration necessary. In rendering this opinion, we have relied upon the Certificate of Legal Existence (Good Standing Certificate) issued by the Secretary of the Commonwealth of Massachusetts with respect to the Company, which speaks only as of the date indicated therein. The Company's principal executive offices are located at 225 Binney Street, Suite 400, Cambridge, Massachusetts 02142, and the Company conducts its business operations and maintains its primary research and development facilities within the Commonwealth of Massachusetts.

Opinion 3: Corporate Power and Authority

The Company has the requisite corporate power and authority under the Delaware General Corporation Law and its Restated Certificate and Bylaws to:

(a) own, lease, and operate its properties and assets and to carry on its business as currently conducted, including, without limitation, the development, testing, and commercialization of the MeridianPulse point-of-care diagnostic platform and related technologies;

(b) execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party; and

(c) issue, sell, and deliver the Shares to the Investors pursuant to the Purchase Agreement, and to issue and deliver the Conversion Shares upon conversion of the Convertible Notes in accordance with their terms and the terms of the Restated Certificate.

Opinion 4: Authorization; Due Execution and Delivery

All corporate action on the part of the Company, its Board of Directors, its officers, and its stockholders necessary for:

(a) the authorization, execution, and delivery of each of the Transaction Documents to which the Company is a party;

(b) the authorization, issuance, sale, and delivery of the Shares to the Investors pursuant to the Purchase Agreement;

(c) the authorization, issuance, and delivery of the Conversion Shares upon conversion of the Convertible Notes in accordance with their terms;

(d) the filing of the Restated Certificate with the Secretary of State of the State of Delaware;

(e) the adoption of the Amended and Restated Bylaws of the Company;

(f) the increase in the number of shares of Common Stock authorized and reserved for issuance under the Company's 2024 Equity Incentive Plan by 1,200,000 shares, bringing the total share reserve under such plan to 1,600,000 shares; and

(g) the appointment of David Hargrove as a member of the Board of Directors of the Company;

has been duly taken.

With respect to the authorization of the foregoing actions, we note that the Board Consent was duly executed by Dr. Priya Ramaswamy and Dr. Julian Ochoa, the two (2) directors comprising the entire Board of Directors of the Company as of the date of the Board Consent, representing the unanimous written consent of the Board of Directors of the Company in accordance with Section 141(f) of the Delaware General Corporation Law and the Company's Bylaws. The Stockholder Consent was duly executed by Dr. Priya Ramaswamy (holding 5,500,000 shares of Common Stock), Dr. Julian Ochoa (holding 3,500,000 shares of Common Stock), and Nadia Chen (holding 600,000 shares of Common Stock), collectively representing 9,600,000 of the 10,000,000 outstanding shares of Common Stock of the Company, or ninety-six percent (96%) of the total outstanding shares of Common Stock, constituting the requisite stockholder approval under the Delaware General Corporation Law, the Company's then-existing Certificate of Incorporation, and the Company's then-existing Bylaws.

Each of the Transaction Documents to which the Company is a party has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its respective terms, subject to the qualifications and limitations set forth in Section V below.

Opinion 5: Valid Issuance of Shares

The 4,479,981 shares of Series Seed Preferred Stock to be issued and sold to the Investors pursuant to the Purchase Agreement, when issued and delivered against payment of the purchase price of $2.6786 per share (for aggregate consideration of Twelve Million Dollars ($12,000,000)) as set forth in the Purchase Agreement and the Schedule of Investors attached thereto, will be duly authorized, validly issued, fully paid, and non-assessable. The allocation of the Shares among the Investors is as follows:

The issuance and sale of the Shares have been duly authorized by the Board of Directors and the stockholders of the Company, and a sufficient number of shares of Series Seed Preferred Stock have been authorized for issuance under the Restated Certificate to permit the issuance of the Shares. Upon payment of the purchase price for the Shares and the issuance thereof in accordance with the terms of the Purchase Agreement, no further corporate action is required by the Company, its Board of Directors, or its stockholders to effect the valid issuance of the Shares.

Opinion 6: Valid Issuance of Conversion Shares

The approximately 1,098,362 shares of Series Seed Preferred Stock issuable upon conversion of the Convertible Notes (the "Conversion Shares") will, when issued in accordance with the terms of the Convertible Notes and the Restated Certificate, be duly authorized, validly issued, fully paid, and non-assessable. The Conversion Shares are issuable upon conversion of the Convertible Notes in the aggregate principal amount of Two Million One Hundred Thousand Dollars ($2,100,000), together with accrued and unpaid interest thereon in the aggregate amount of approximately Two Hundred Fifty-Three Thousand Seven Hundred Fifty Dollars ($253,750), for a total conversion amount of approximately Two Million Three Hundred Fifty-Three Thousand Seven Hundred Fifty Dollars ($2,353,750).

The effective conversion price applicable to the Convertible Notes is $2.1429 per share, reflecting the twenty percent (20%) discount from the per-share purchase price of $2.6786 set forth in the Purchase Agreement. We note that the conversion price determined by application of the discount ($2.1429) is lower than the conversion price that would result from the application of the $25,000,000 valuation cap set forth in the Convertible Notes (which would yield a cap-derived price of approximately $2.2321 per share), and accordingly, under the terms of the Convertible Notes, the discount-derived conversion price governs. The holders of the Convertible Notes are Dr. Margaret Liu (principal amount of $1,200,000) and Clearwater Bridge Associates, LLC (principal amount of $900,000). A sufficient number of shares of Series Seed Preferred Stock have been authorized for issuance under the Restated Certificate to permit the issuance of the Conversion Shares upon conversion of the Convertible Notes.

Opinion 7: Restated Certificate

The Restated Certificate has been duly adopted by the Board of Directors of the Company (pursuant to the Board Consent) and by the stockholders of the Company (pursuant to the Stockholder Consent), and has been duly filed with the Secretary of State of the State of Delaware on February 9, 2026, in accordance with the applicable provisions of the Delaware General Corporation Law, including Sections 242 and 245 thereof. The Restated Certificate is in full force and effect as of the date hereof.

Opinion 8: Authorized Capital Stock

The authorized capital stock of the Company, as set forth in the Restated Certificate, includes the authorized shares of Series Seed Preferred Stock, and such shares have the rights, preferences, privileges, and restrictions set forth in the Restated Certificate. Without limiting the generality of the foregoing, the Restated Certificate provides, among other things, that the shares of Series Seed Preferred Stock shall have the following material rights, preferences, privileges, and restrictions:

(a) Liquidation Preference. A one times (1×) non-participating liquidation preference, such that in the event of any liquidation, dissolution, or winding up of the Company (including a deemed liquidation event), the holders of the Series Seed Preferred Stock shall be entitled to receive, prior and in preference to any distribution to the holders of Common Stock, an amount per share equal to the greater of (i) the original issue price per share (as adjusted for stock splits, stock dividends, combinations, recapitalizations, and similar events), plus any declared but unpaid dividends, and (ii) the amount such holder would receive if all shares of Series Seed Preferred Stock were converted into Common Stock immediately prior to such event (the "Liquidation Preference"). After payment of the Liquidation Preference, the remaining assets available for distribution shall be distributed to the holders of Common Stock.

(b) Anti-Dilution Protection. Broad-based weighted average anti-dilution protection, which provides for an adjustment to the conversion price of the Series Seed Preferred Stock in the event the Company issues additional shares of Common Stock (or securities convertible into or exercisable for Common Stock) at a price per share less than the then-applicable conversion price of the Series Seed Preferred Stock, subject to customary exclusions for issuances under the Equity Incentive Plan, issuances in connection with strategic transactions, and other specified exclusions.

(c) Conversion Rights. Each share of Series Seed Preferred Stock shall be convertible, at the option of the holder thereof, into shares of Common Stock at an initial conversion ratio of one-to-one (1:1), subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, and anti-dilution adjustments as provided in the Restated Certificate. All outstanding shares of Series Seed Preferred Stock shall automatically convert into shares of Common Stock upon (i) the closing of a firm commitment underwritten initial public offering of the Company's Common Stock pursuant to an effective registration statement under the Securities Act, with aggregate gross proceeds to the Company of not less than the amount specified in the Restated Certificate, or (ii) the written consent of the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock.

(d) Protective Provisions. The Restated Certificate requires the consent of the holders of a majority of the outstanding shares of Series Seed Preferred Stock, voting as a separate class, for certain specified corporate actions, including, without limitation, amendments to the Restated Certificate or Bylaws that adversely affect the rights of the Series Seed Preferred Stock, the authorization or issuance of any equity security senior to or on parity with the Series Seed Preferred Stock, the declaration or payment of dividends, any liquidation, dissolution, or winding up of the Company (or deemed liquidation event), increases or decreases in the authorized number of shares of Series Seed Preferred Stock, and certain other actions specified in the Restated Certificate.

(e) Voting Rights. Each share of Series Seed Preferred Stock shall have voting rights on an as-converted basis, meaning that each holder of Series Seed Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Series Seed Preferred Stock are then convertible, and shall vote together with the holders of Common Stock as a single class on all matters submitted to a vote of the stockholders of the Company, except as otherwise required by law or as provided in the Restated Certificate.

Opinion 9: No Conflicts

The execution, delivery, and performance by the Company of the Transaction Documents to which it is a party, and the issuance and sale of the Shares pursuant to the Purchase Agreement and the issuance of the Conversion Shares upon conversion of the Convertible Notes:

(a) do not violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, the Restated Certificate or the Bylaws of the Company;

(b) do not violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, any material agreement, contract, lease, license, instrument, note, mortgage, indenture, arrangement, commitment, or other binding obligation to which the Company is a party or by which it or any of its properties or assets is bound, to our knowledge after review of the agreements and instruments provided to us by the Company in connection with our due diligence investigation;

(c) do not result in the creation or imposition of any lien, pledge, charge, claim, security interest, or other encumbrance of any kind upon any of the properties, assets, or rights of the Company;

(d) do not violate any order, writ, judgment, injunction, decree, statute, determination, or award entered by or with any court, arbitrator, or governmental authority that is applicable to the Company or any of its properties or assets, to our knowledge; and

(e) do not violate any applicable statute, rule, or regulation of the State of Delaware or the Commonwealth of Massachusetts that is applicable to the Company or the transactions contemplated by the Transaction Documents.

Opinion 10: No Consents Required

No consent, approval, authorization, order, filing, registration, or qualification of or with any federal, state, or local governmental or regulatory authority or agency is required for the execution and delivery by the Company of the Transaction Documents to which it is a party or for the consummation of the transactions contemplated thereby, including the issuance and sale of the Shares pursuant to the Purchase Agreement and the issuance of the Conversion Shares upon conversion of the Convertible Notes, except for:

(a) the filing of the Restated Certificate with the Secretary of State of the State of Delaware, which filing has been completed on February 9, 2026;

(b) the filing of a Notice of Sale of Securities on Form D with the United States Securities and Exchange Commission (the "SEC") pursuant to Rule 503 of Regulation D under the Securities Act, which filing is required to be made within fifteen (15) calendar days after the first sale of the Shares (i.e., on or before February 24, 2026);

(c) any notice filings, applications, or reports required to be made under applicable state securities or "blue sky" laws in connection with the offer and sale of the Shares, including filings required in the States of California, Massachusetts, New York, and Texas; and

(d) any other filings required under applicable federal or state securities laws that have been made or will be made by the Company in a timely manner following the closing.

Opinion 11: Exemption from Registration

Assuming the accuracy of the representations and warranties of the Investors set forth in the Purchase Agreement, including, without limitation, the representation that each Investor is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act:

(a) The offer, sale, and issuance of the Shares to the Investors pursuant to the Purchase Agreement are exempt from the registration requirements of Section 5 of the Securities Act by virtue of Rule 506(b) of Regulation D promulgated under the Securities Act. We note that, based on our review and the representations of the Company, no form of general solicitation or general advertising (as such terms are used in Regulation D) was used by the Company or any person acting on its behalf in connection with the offer or sale of the Shares. We further note that the number of purchasers who are not "accredited investors" (as defined in Rule 501(a) of Regulation D) is zero.

(b) The issuance of the Conversion Shares upon conversion of the Convertible Notes in accordance with their terms is exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) thereof, as an exchange by the Company with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. In the alternative, the issuance of the Conversion Shares would be exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof, as a transaction by an issuer not involving any public offering.

Opinion 12: No Litigation

To our knowledge, after due inquiry of the officers of the Company, including Dr. Priya Ramaswamy, Chief Executive Officer, and Dr. Julian Ochoa, Chief Technology Officer and Secretary, there is no action, suit, claim, proceeding, arbitration, or investigation (whether at law or in equity, before or by any court, arbitrator, governmental body, agency, commission, board, bureau, or instrumentality, domestic or foreign) pending or, to our knowledge, threatened against or affecting the Company that:

(a) seeks to restrain, enjoin, prevent the consummation of, or otherwise challenge the validity of the transactions contemplated by any of the Transaction Documents, including the issuance and sale of the Shares or the conversion of the Convertible Notes; or

(b) could reasonably be expected to result in a material adverse effect on the business, properties, assets, financial condition, or results of operations of the Company, taken as a whole, or on the ability of the Company to perform its obligations under the Transaction Documents.

V. Qualifications and Limitations

A. Enforceability Qualifications

The opinions expressed in Section IV of this Opinion with respect to the enforceability of the Transaction Documents against the Company are subject to and limited by the following qualifications:

1. The effect of applicable bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement, fraudulent conveyance, fraudulent transfer, preference, and other similar laws affecting or relating to the rights and remedies of creditors generally, including, without limitation, the effect of statutory or other laws regarding preferential transfers, fraudulent conveyances, and equitable subordination.

2. The effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies.

3. The effect of applicable law and public policy on the enforceability of provisions of the Transaction Documents relating to indemnification, contribution, exculpation, or limitation of liability, to the extent such provisions may be held unenforceable as contrary to public policy or applicable law, including, without limitation, federal and state securities laws.

B. Scope Limitations

The opinions expressed herein are limited in scope as follows:

The opinions expressed in this Opinion are limited to the General Corporation Law of the State of Delaware (including the statutory provisions thereof, all applicable provisions of the Delaware Constitution, and the reported judicial decisions interpreting the foregoing), the federal laws of the United States of America, and, to the extent specifically referenced herein, the laws of the Commonwealth of Massachusetts. We express no opinion as to the laws of any other jurisdiction, and we express no opinion as to the effect of the laws of any other jurisdiction on the opinions expressed herein.

Without limiting the generality of the foregoing, we have not been engaged to examine, and we express no opinion with respect to, compliance with or the application of:

(i) federal or state tax laws, including, without limitation, questions regarding the tax treatment of the transactions contemplated by the Transaction Documents, the tax-free nature of any conversion of the Convertible Notes, or the availability of any tax benefits or deductions;

(ii) federal or state antitrust or competition laws, including, without limitation, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder;

(iii) federal or state environmental laws and regulations, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, and analogous state laws;

(iv) the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any rules, regulations, or orders promulgated thereunder, or any similar state laws governing employee benefit plans;

(v) federal or state export control laws, sanctions laws, or anti-money laundering laws, including, without limitation, the International Traffic in Arms Regulations, the Export Administration Regulations, and the regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury; or

(vi) any other federal, state, or local laws, rules, or regulations not specifically identified herein.

We express no opinion regarding any intellectual property matters, including, without limitation, the validity, enforceability, scope, or ownership of the Company's patents (which we understand to include five (5) issued United States utility patents and three (3) pending international patent applications filed under the Patent Cooperation Treaty), trademarks, copyrights, trade secrets, or other intellectual property rights, or the freedom of the Company to operate its business without infringing, misappropriating, or otherwise violating the intellectual property rights of third parties.

We express no opinion regarding compliance by the Company with the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act, the Federal Food, Drug, and Cosmetic Act, applicable FDA regulations, or any other federal, state, or local healthcare regulatory requirements applicable to the Company's MeridianPulse point-of-care diagnostic platform or the Company's business operations generally.

C. Knowledge Qualifications

As used in this Opinion, the phrases "our knowledge," "to our knowledge," "known to us," or similar phrases refer to the actual, current, conscious knowledge of Catherine Devereaux, Partner, and Thomas Whitaker, Of Counsel, the attorneys at Whitfield & Ames LLP who have devoted substantive attention to the representation of the Company in connection with the transactions contemplated by the Transaction Documents. Such phrases do not include constructive or imputed knowledge, and no inference should be drawn from the fact of our representation of the Company that we have knowledge of any particular matter. Except as expressly described in this Opinion, we have not conducted any independent investigation or inquiry into any factual matter for purposes of this Opinion, including, without limitation, any review of court dockets, lien search results, judgment records, or regulatory filings, and no inference should be drawn from the absence of any such investigation.

D. Reliance on Certificates and Representations

In rendering the opinions expressed herein, we have relied upon, and our opinions are expressly conditioned upon, the accuracy and completeness of certificates, representations, statements, and assurances of officers, directors, and other representatives of the Company, including, without limitation, the Officer's Certificate and the Secretary's Certificate, each dated February 9, 2026. We have also relied upon the factual representations and warranties of the Company set forth in the Transaction Documents.

We have relied upon the Good Standing Certificate issued by the Secretary of State of the State of Delaware and the Certificate of Legal Existence issued by the Secretary of the Commonwealth of Massachusetts. Each such certificate speaks only as of the date indicated thereon, and we express no opinion as to the continued good standing or legal existence of the Company after such date. We have made no independent inquiry of the records of the Secretary of State of the State of Delaware or the Secretary of the Commonwealth of Massachusetts, and our reliance on such certificates is without independent verification.

VI. Reliance; No Third-Party Beneficiaries

This Opinion is rendered solely for the benefit of the addressees hereof — Meridian Diagnostics, Inc. and the Investors listed above — in connection with the transactions contemplated by the Purchase Agreement, and may not be relied upon, quoted, cited, or referred to by any other person or entity, or for any other purpose, without the prior written consent of Whitfield & Ames LLP. Without limiting the foregoing, this Opinion may not be furnished to, or relied upon by, any prospective purchaser, assignee, transferee, or other successor in interest to any of the Investors without our prior written consent.

This Opinion is limited to the matters expressly stated herein, and no opinion is to be implied, inferred, or extended beyond the matters expressly set forth in the numbered paragraphs of Section IV above. We have not been asked to opine upon, and we express no opinion with respect to, any matter not expressly addressed herein, and the absence of any statement or opinion with respect to any particular matter should not be construed as an implied opinion.

This Opinion speaks only as of the date hereof. We assume no obligation to advise any addressee of this Opinion of any changes in applicable law or in the facts or circumstances described herein that may come to our attention after the date hereof, and we undertake no duty to update, supplement, revise, or reaffirm this Opinion for any reason.

Very truly yours,

WHITFIELD & AMES LLP

By: ________

Catherine Devereaux, Partner Emerging Companies & Venture Capital Practice 100 Federal Street, 30th Floor Boston, Massachusetts 02110

EXHIBIT A

COVER TRANSMITTAL NOTE — INTERNAL DRAFT CIRCULATION

WHITFIELD & AMES LLP Attorneys at Law 100 Federal Street, 30th Floor Boston, Massachusetts 02110

February 9, 2026

Kevin Ostrowski, Esq. Calderwood & Harkness LLP 1800 Page Mill Road, Suite 200 Menlo Park, California 94025

Re: Draft Legal Opinion of Whitfield & Ames LLP — Series Seed Preferred Stock Financing of Meridian Diagnostics, Inc.

Dear Kevin:

Please find enclosed for your review and comment our draft legal opinion to be delivered at the closing of the Series Seed Preferred Stock financing of Meridian Diagnostics, Inc. (the "Company"). As you know, the Purchase Agreement and ancillary Transaction Documents contemplate a simultaneous sign-and-close on February 9, 2026, and delivery of this opinion of Company counsel is a condition to closing under Section 4.1(g) of the Purchase Agreement.

We have endeavored to prepare this draft in a form that is consistent with customary practice for seed-stage venture capital financings and that addresses the matters specified in Exhibit E to the Purchase Agreement. We recognize that, as counsel to the lead investor, Cobalt Ventures Fund III, LP, Calderwood & Harkness LLP will need to review this opinion and confirm that it is in form and substance satisfactory to your client and the other Investors.

We welcome any comments, questions, or suggested revisions at your earliest convenience. Given the anticipated timing of the closing, we would appreciate receiving any markup or written comments by no later than the close of business on the date hereof, so that we may finalize the opinion for delivery concurrently with the execution and delivery of the Transaction Documents.

Please do not hesitate to contact me or Thomas Whitaker at (617) 555-8214 if you wish to discuss any aspect of this draft.

Very truly yours,

Catherine Devereaux Partner Whitfield & Ames LLP Telephone: (617) 555-8210

Email: cdevereaux@whitfieldames.com

cc: Thomas Whitaker, Esq. (Whitfield & Ames LLP) Morgan Tsai (Cobalt Ventures Fund III, LP) Garrett Simmons, Esq. (Calderwood & Harkness LLP)

Enclosure: Draft Legal Opinion of Whitfield & Ames LLP (February 9, 2026)

Investor	Shares of Series Seed Preferred Stock	Aggregate Purchase Price
Cobalt Ventures Fund III, LP	2,687,989	$7,200,000
Pinewood Health Ventures, LLC	895,996	$2,400,000
Thornfield Capital Partners, LP	671,997	$1,800,000
Atlas Point Angel Syndicate, LLC	223,999	$600,000
Total	4,479,981	$12,000,000

WHITFIELD & AMES LLP Attorneys at Law 100 Federal Street, 30th Floor Boston, Massachusetts 02110 Telephone: (617) 555-8200 Facsimile: (617) 555-8201 www.whitfieldames.com
February 9, 2026
DRAFT — FOR REVIEW AND COMMENT BY CALDERWOOD & HARKNESS LLP
Internal Reference: This draft opinion letter is being circulated to Calderwood & Harkness LLP, counsel to Cobalt Ventures Fund III, LP, as lead investor counsel, for review and comment prior to finalization and delivery at the closing of the Series Seed Preferred Stock financing of Meridian Diagnostics, Inc. This draft does not constitute a final opinion of Whitfield & Ames LLP and should not be relied upon by any party.
Meridian Diagnostics, Inc. 225 Binney Street, Suite 400 Cambridge, Massachusetts 02142
Cobalt Ventures Fund III, LP 2400 Sand Hill Road, Suite 310 Menlo Park, California 94025
Pinewood Health Ventures, LLC 450 Park Avenue, 18th Floor New York, New York 10022
Thornfield Capital Partners, LP 555 Montgomery Street, Suite 1200 San Francisco, California 94111
Atlas Point Angel Syndicate, LLC 1100 Congress Avenue, Suite 750 Austin, Texas 78701
Re: Series Seed Preferred Stock Purchase Agreement dated February 9, 2026 — Legal Opinion of Company Counsel
Ladies and Gentlemen:
I. Introduction
We have acted as counsel to Meridian Diagnostics, Inc., a Delaware corporation (the "Company"), in connection with the closing of the transactions contemplated by that certain Series Seed Preferred Stock Purchase Agreement, dated as of February 9, 2026 (the "Purchase Agreement"), by and among the Company and the investors listed on the Schedule of Investors attached thereto (collectively, the "Investors"). This opinion letter (this "Opinion") is being delivered to the Company and to the Investors pursuant to Section 4.1(g) of the Purchase Agreement, which requires, as a condition to the obligation of the Investors to consummate the closing of the transactions contemplated thereby, the delivery of a legal opinion of counsel to the Company in substantially the form set forth in Exhibit E to the Purchase Agreement, addressed to the Company and each of the Investors, and in form and substance reasonably satisfactory to counsel to the lead Investors.
We understand that the closing of the transactions contemplated by the Purchase Agreement is occurring simultaneously with the execution and delivery of the Purchase Agreement and the other Transaction Documents (as defined below) on February 9, 2026 (a simultaneous sign-and-close). This Opinion is being delivered concurrently with such closing.
The opining attorney principally responsible for the preparation of this Opinion is Catherine Devereaux, a partner in the Emerging Companies & Venture Capital practice group of Whitfield & Ames LLP. Ms. Devereaux is admitted to practice law in the Commonwealth of Massachusetts and is a member in good standing of the Massachusetts bar.
II. Defined Terms and Transaction Documents Examined
A. Transaction Documents
In connection with the preparation and delivery of this Opinion, we have examined executed counterparts or copies of the following documents, which are referred to collectively herein as the "Transaction Documents":
1.  Series Seed Preferred Stock Purchase Agreement, dated as of February 9, 2026, by and among the Company and the Investors listed on the Schedule of Investors attached thereto (the "Purchase Agreement");
2.  Amended and Restated Certificate of Incorporation of Meridian Diagnostics, Inc., filed with the Secretary of State of the State of Delaware on February 9, 2026 (the "Restated Certificate");
3.  Investors' Rights Agreement, dated as of February 9, 2026, by and among the Company and the Investors and other parties thereto (the "Investors' Rights Agreement");
4.  Right of First Refusal and Co-Sale Agreement, dated as of February 9, 2026, by and among the Company, the Investors, and the Key Holders named therein (the "ROFR Agreement");
5.  Voting Agreement, dated as of February 9, 2026, by and among the Company, the Investors, and the Key Holders and other stockholders named therein (the "Voting Agreement");
6.  Side Letter Agreement between the Company and Cobalt Ventures Fund III, LP, dated as of February 9, 2026, regarding certain additional rights and obligations of Cobalt Ventures Fund III, LP in connection with the financing (the "Cobalt Side Letter");
7.  Side Letter Agreement between the Company and Pinewood Health Ventures, LLC, dated as of February 9, 2026, regarding certain additional rights and obligations of Pinewood Health Ventures, LLC in connection with the financing (the "Pinewood Side Letter");
8.  Indemnification Agreement between the Company and David Hargrove, dated as of February 9, 2026, providing for indemnification and advancement of expenses in connection with Mr. Hargrove's service as a director of the Company (the "Indemnification Agreement");
9.  Escrow Agreement among the Company, Cobalt Ventures Fund III, LP, and Granite Trust Company, N.A., as escrow agent, dated as of February 9, 2026, regarding the deposit and release of the aggregate purchase price in connection with the closing (the "Escrow Agreement");
10.  Founder Stock Restriction Agreement between the Company and Dr. Priya Ramaswamy, dated as of February 9, 2026, regarding vesting and repurchase rights with respect to shares of Common Stock held by Dr. Ramaswamy (the "Ramaswamy Founder Stock Agreement"); and
11.  Founder Stock Restriction Agreement between the Company and Dr. Julian Ochoa, dated as of February 9, 2026, regarding vesting and repurchase rights with respect to shares of Common Stock held by Dr. Ochoa (the "Ochoa Founder Stock Agreement").
B. Other Documents and Records Examined
In addition to the Transaction Documents, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents and records:
(a) The original Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on June 15, 2023, together with all amendments thereto filed prior to the filing of the Restated Certificate;
(b) The Amended and Restated Bylaws of the Company, adopted by the Board of Directors of the Company on February 9, 2026, effective as of such date (the "Bylaws");
(c) The Written Consent of the Board of Directors of the Company, dated February 9, 2026, authorizing, among other things, the execution and delivery of the Transaction Documents, the issuance and sale of the shares of Series Seed Preferred Stock to the Investors, the filing of the Restated Certificate, the adoption of the Bylaws, the appointment of David Hargrove as a member of the Board of Directors, and the increase in shares reserved under the 2024 Equity Incentive Plan (the "Board Consent");
(d) The Written Consent of the Stockholders of the Company, dated February 9, 2026, approving, among other things, the Restated Certificate and the increase in the number of shares reserved for issuance under the Company's 2024 Equity Incentive Plan by 1,200,000 shares, bringing the total share reserve to 1,600,000 shares (the "Stockholder Consent");
(e) The Company's 2024 Equity Incentive Plan, as originally adopted on March 1, 2024, as amended to increase the share reserve by 1,200,000 shares (total reserve of 1,600,000 shares), as approved by the Board of Directors and the stockholders of the Company (the "Equity Incentive Plan");
(f) A Certificate of Good Standing for the Company issued by the Secretary of State of the State of Delaware (File No. 7294531), dated as of a recent date;
(g) A Certificate of Legal Existence (Good Standing Certificate) for the Company issued by the Secretary of the Commonwealth of Massachusetts, dated as of a recent date;
(h) That certain Convertible Note Purchase Agreement, dated September 12, 2023, by and among the Company and the noteholders party thereto, together with the convertible promissory notes issued thereunder in the aggregate principal amount of Two Million One Hundred Thousand Dollars ($2,100,000), consisting of a note in the principal amount of One Million Two Hundred Thousand Dollars ($1,200,000) issued to Dr. Margaret Liu and a note in the principal amount of Nine Hundred Thousand Dollars ($900,000) issued to Clearwater Bridge Associates, LLC (the "Convertible Notes");
(i) An Officer's Certificate of the Company executed by Dr. Priya Ramaswamy, Chief Executive Officer of the Company, dated February 9, 2026 (the "Officer's Certificate");
(j) A Secretary's Certificate of the Company executed by Dr. Julian Ochoa, Secretary of the Company, dated February 9, 2026, certifying, among other things, the incumbency of the officers and directors of the Company and attaching copies of the Restated Certificate, the Bylaws, the Board Consent, and the Stockholder Consent (the "Secretary's Certificate");
(k) The Schedule of Investors attached to the Purchase Agreement, setting forth the name, address, and share allocation for each Investor; and
(l) Such other documents, records, certificates, and instruments as we have deemed necessary or appropriate for purposes of the opinions expressed herein.
C. Capitalized Terms
Capitalized terms used but not otherwise defined in this Opinion have the meanings ascribed to them in the Purchase Agreement. As used in this Opinion, the following terms shall have the following meanings:
"Shares" means the 4,479,981 shares of Series Seed Preferred Stock to be issued and sold to the Investors under the Purchase Agreement at a price of $2.6786 per share, for aggregate consideration of Twelve Million Dollars ($12,000,000).
"Conversion Shares" means the approximately 1,098,362 shares of Series Seed Preferred Stock issuable upon conversion of the outstanding Convertible Notes in accordance with their terms, reflecting aggregate principal and accrued interest of approximately Two Million Three Hundred Fifty-Three Thousand Seven Hundred Fifty Dollars ($2,353,750) at an effective conversion price of $2.1429 per share.
III. Assumptions
In rendering the opinions set forth below, we have assumed, without independent investigation or verification, each of the following:
1.  The genuineness of all signatures on all documents examined by us in connection with this Opinion, whether originals or copies.
2.  The authenticity and completeness of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as copies (whether certified, conformed, photostatic, electronic, or otherwise).
3.  The legal capacity of all natural persons who have executed any of the documents reviewed by us, including, without limitation, the capacity of each such person to understand the nature and consequences of the transactions contemplated thereby.
4.  That each Investor is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), as represented by each Investor in the Purchase Agreement.
5.  That each of the Investors has the requisite power, authority, and legal right under its governing documents and applicable law to enter into and perform its respective obligations under each of the Transaction Documents to which it is a party.
6.  That all Transaction Documents constitute the valid, binding, and enforceable obligations of each Investor that is a party thereto, enforceable against such Investor in accordance with their respective terms, subject to the same qualifications and limitations set forth in Section V below with respect to enforceability.
7.  That the representations and warranties of the Investors set forth in the Purchase Agreement, including representations regarding investment intent, accredited investor status, and receipt of information concerning the Company, are true, correct, and complete as of the date hereof.
8.  That there has been no mutual mistake of fact or misunderstanding, fraud, duress, or undue influence with respect to any of the Transaction Documents, and that all parties have entered into the Transaction Documents voluntarily and in good faith.
9.  That the information provided to us by the Company and its officers, directors, employees, and other agents and representatives, whether orally or in writing, is accurate, complete, and not misleading in all material respects, and that no information has been withheld from us that would be material to the opinions expressed herein.
10.  That the Company has complied, and will continue to comply, with all representations, warranties, and covenants contained in the Transaction Documents to which it is a party.
11.  That Twelve Million Dollars ($12,000,000) in aggregate consideration has been deposited by or on behalf of the Investors with Granite Trust Company, N.A., as escrow agent, in accordance with the Escrow Agreement, and that such funds have been released to the Company upon satisfaction or waiver of all conditions to closing set forth in the Purchase Agreement and the Escrow Agreement.
IV. Opinions
Based upon the foregoing and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that, as of the date hereof:
Opinion 1: Due Organization and Good Standing — Delaware
The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. In rendering this opinion, we have relied upon our review of the original Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on June 15, 2023, and all amendments thereto, including the Restated Certificate filed with the Secretary of State of the State of Delaware on February 9, 2026, and upon the Good Standing Certificate issued by the Secretary of State of the State of Delaware with respect to the Company (File No. 7294531). We note that the Good Standing Certificate speaks only as of the date indicated therein and that the concept of "good standing" under Delaware law relates only to the payment of franchise taxes and the filing of annual reports, and does not encompass compliance with other legal requirements.
Opinion 2: Qualification — Massachusetts
The Company is duly qualified or registered to do business as a foreign corporation and is in good standing in the Commonwealth of Massachusetts, where the character of the properties owned, leased, or operated by the Company or the nature of the business conducted by the Company makes such qualification or registration necessary. In rendering this opinion, we have relied upon the Certificate of Legal Existence (Good Standing Certificate) issued by the Secretary of the Commonwealth of Massachusetts with respect to the Company, which speaks only as of the date indicated therein. The Company's principal executive offices are located at 225 Binney Street, Suite 400, Cambridge, Massachusetts 02142, and the Company conducts its business operations and maintains its primary research and development facilities within the Commonwealth of Massachusetts.
Opinion 3: Corporate Power and Authority
The Company has the requisite corporate power and authority under the Delaware General Corporation Law and its Restated Certificate and Bylaws to:
(a) own, lease, and operate its properties and assets and to carry on its business as currently conducted, including, without limitation, the development, testing, and commercialization of the MeridianPulse point-of-care diagnostic platform and related technologies;
(b) execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party; and
(c) issue, sell, and deliver the Shares to the Investors pursuant to the Purchase Agreement, and to issue and deliver the Conversion Shares upon conversion of the Convertible Notes in accordance with their terms and the terms of the Restated Certificate.
Opinion 4: Authorization; Due Execution and Delivery
All corporate action on the part of the Company, its Board of Directors, its officers, and its stockholders necessary for:
(a) the authorization, execution, and delivery of each of the Transaction Documents to which the Company is a party;
(b) the authorization, issuance, sale, and delivery of the Shares to the Investors pursuant to the Purchase Agreement;
(c) the authorization, issuance, and delivery of the Conversion Shares upon conversion of the Convertible Notes in accordance with their terms;
(d) the filing of the Restated Certificate with the Secretary of State of the State of Delaware;
(e) the adoption of the Amended and Restated Bylaws of the Company;
(f) the increase in the number of shares of Common Stock authorized and reserved for issuance under the Company's 2024 Equity Incentive Plan by 1,200,000 shares, bringing the total share reserve under such plan to 1,600,000 shares; and
(g) the appointment of David Hargrove as a member of the Board of Directors of the Company;
has been duly taken.
With respect to the authorization of the foregoing actions, we note that the Board Consent was duly executed by Dr. Priya Ramaswamy and Dr. Julian Ochoa, the two (2) directors comprising the entire Board of Directors of the Company as of the date of the Board Consent, representing the unanimous written consent of the Board of Directors of the Company in accordance with Section 141(f) of the Delaware General Corporation Law and the Company's Bylaws. The Stockholder Consent was duly executed by Dr. Priya Ramaswamy (holding 5,500,000 shares of Common Stock), Dr. Julian Ochoa (holding 3,500,000 shares of Common Stock), and Nadia Chen (holding 600,000 shares of Common Stock), collectively representing 9,600,000 of the 10,000,000 outstanding shares of Common Stock of the Company, or ninety-six percent (96%) of the total outstanding shares of Common Stock, constituting the requisite stockholder approval under the Delaware General Corporation Law, the Company's then-existing Certificate of Incorporation, and the Company's then-existing Bylaws.
Each of the Transaction Documents to which the Company is a party has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its respective terms, subject to the qualifications and limitations set forth in Section V below.
Opinion 5: Valid Issuance of Shares
The 4,479,981 shares of Series Seed Preferred Stock to be issued and sold to the Investors pursuant to the Purchase Agreement, when issued and delivered against payment of the purchase price of $2.6786 per share (for aggregate consideration of Twelve Million Dollars ($12,000,000)) as set forth in the Purchase Agreement and the Schedule of Investors attached thereto, will be duly authorized, validly issued, fully paid, and non-assessable. The allocation of the Shares among the Investors is as follows:
The issuance and sale of the Shares have been duly authorized by the Board of Directors and the stockholders of the Company, and a sufficient number of shares of Series Seed Preferred Stock have been authorized for issuance under the Restated Certificate to permit the issuance of the Shares. Upon payment of the purchase price for the Shares and the issuance thereof in accordance with the terms of the Purchase Agreement, no further corporate action is required by the Company, its Board of Directors, or its stockholders to effect the valid issuance of the Shares.
Opinion 6: Valid Issuance of Conversion Shares
The approximately 1,098,362 shares of Series Seed Preferred Stock issuable upon conversion of the Convertible Notes (the "Conversion Shares") will, when issued in accordance with the terms of the Convertible Notes and the Restated Certificate, be duly authorized, validly issued, fully paid, and non-assessable. The Conversion Shares are issuable upon conversion of the Convertible Notes in the aggregate principal amount of Two Million One Hundred Thousand Dollars ($2,100,000), together with accrued and unpaid interest thereon in the aggregate amount of approximately Two Hundred Fifty-Three Thousand Seven Hundred Fifty Dollars ($253,750), for a total conversion amount of approximately Two Million Three Hundred Fifty-Three Thousand Seven Hundred Fifty Dollars ($2,353,750).
The effective conversion price applicable to the Convertible Notes is $2.1429 per share, reflecting the twenty percent (20%) discount from the per-share purchase price of $2.6786 set forth in the Purchase Agreement. We note that the conversion price determined by application of the discount ($2.1429) is lower than the conversion price that would result from the application of the $25,000,000 valuation cap set forth in the Convertible Notes (which would yield a cap-derived price of approximately $2.2321 per share), and accordingly, under the terms of the Convertible Notes, the discount-derived conversion price governs. The holders of the Convertible Notes are Dr. Margaret Liu (principal amount of $1,200,000) and Clearwater Bridge Associates, LLC (principal amount of $900,000). A sufficient number of shares of Series Seed Preferred Stock have been authorized for issuance under the Restated Certificate to permit the issuance of the Conversion Shares upon conversion of the Convertible Notes.
Opinion 7: Restated Certificate
The Restated Certificate has been duly adopted by the Board of Directors of the Company (pursuant to the Board Consent) and by the stockholders of the Company (pursuant to the Stockholder Consent), and has been duly filed with the Secretary of State of the State of Delaware on February 9, 2026, in accordance with the applicable provisions of the Delaware General Corporation Law, including Sections 242 and 245 thereof. The Restated Certificate is in full force and effect as of the date hereof.
Opinion 8: Authorized Capital Stock
The authorized capital stock of the Company, as set forth in the Restated Certificate, includes the authorized shares of Series Seed Preferred Stock, and such shares have the rights, preferences, privileges, and restrictions set forth in the Restated Certificate. Without limiting the generality of the foregoing, the Restated Certificate provides, among other things, that the shares of Series Seed Preferred Stock shall have the following material rights, preferences, privileges, and restrictions:
(a) Liquidation Preference. A one times (1×) non-participating liquidation preference, such that in the event of any liquidation, dissolution, or winding up of the Company (including a deemed liquidation event), the holders of the Series Seed Preferred Stock shall be entitled to receive, prior and in preference to any distribution to the holders of Common Stock, an amount per share equal to the greater of (i) the original issue price per share (as adjusted for stock splits, stock dividends, combinations, recapitalizations, and similar events), plus any declared but unpaid dividends, and (ii) the amount such holder would receive if all shares of Series Seed Preferred Stock were converted into Common Stock immediately prior to such event (the "Liquidation Preference"). After payment of the Liquidation Preference, the remaining assets available for distribution shall be distributed to the holders of Common Stock.
(b) Anti-Dilution Protection. Broad-based weighted average anti-dilution protection, which provides for an adjustment to the conversion price of the Series Seed Preferred Stock in the event the Company issues additional shares of Common Stock (or securities convertible into or exercisable for Common Stock) at a price per share less than the then-applicable conversion price of the Series Seed Preferred Stock, subject to customary exclusions for issuances under the Equity Incentive Plan, issuances in connection with strategic transactions, and other specified exclusions.
(c) Conversion Rights. Each share of Series Seed Preferred Stock shall be convertible, at the option of the holder thereof, into shares of Common Stock at an initial conversion ratio of one-to-one (1:1), subject to adjustment for stock splits, stock dividends, combinations, recapitalizations, and anti-dilution adjustments as provided in the Restated Certificate. All outstanding shares of Series Seed Preferred Stock shall automatically convert into shares of Common Stock upon (i) the closing of a firm commitment underwritten initial public offering of the Company's Common Stock pursuant to an effective registration statement under the Securities Act, with aggregate gross proceeds to the Company of not less than the amount specified in the Restated Certificate, or (ii) the written consent of the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock.
(d) Protective Provisions. The Restated Certificate requires the consent of the holders of a majority of the outstanding shares of Series Seed Preferred Stock, voting as a separate class, for certain specified corporate actions, including, without limitation, amendments to the Restated Certificate or Bylaws that adversely affect the rights of the Series Seed Preferred Stock, the authorization or issuance of any equity security senior to or on parity with the Series Seed Preferred Stock, the declaration or payment of dividends, any liquidation, dissolution, or winding up of the Company (or deemed liquidation event), increases or decreases in the authorized number of shares of Series Seed Preferred Stock, and certain other actions specified in the Restated Certificate.
(e) Voting Rights. Each share of Series Seed Preferred Stock shall have voting rights on an as-converted basis, meaning that each holder of Series Seed Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which such shares of Series Seed Preferred Stock are then convertible, and shall vote together with the holders of Common Stock as a single class on all matters submitted to a vote of the stockholders of the Company, except as otherwise required by law or as provided in the Restated Certificate.
Opinion 9: No Conflicts
The execution, delivery, and performance by the Company of the Transaction Documents to which it is a party, and the issuance and sale of the Shares pursuant to the Purchase Agreement and the issuance of the Conversion Shares upon conversion of the Convertible Notes:
(a) do not violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, the Restated Certificate or the Bylaws of the Company;
(b) do not violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, any material agreement, contract, lease, license, instrument, note, mortgage, indenture, arrangement, commitment, or other binding obligation to which the Company is a party or by which it or any of its properties or assets is bound, to our knowledge after review of the agreements and instruments provided to us by the Company in connection with our due diligence investigation;
(c) do not result in the creation or imposition of any lien, pledge, charge, claim, security interest, or other encumbrance of any kind upon any of the properties, assets, or rights of the Company;
(d) do not violate any order, writ, judgment, injunction, decree, statute, determination, or award entered by or with any court, arbitrator, or governmental authority that is applicable to the Company or any of its properties or assets, to our knowledge; and
(e) do not violate any applicable statute, rule, or regulation of the State of Delaware or the Commonwealth of Massachusetts that is applicable to the Company or the transactions contemplated by the Transaction Documents.
Opinion 10: No Consents Required
No consent, approval, authorization, order, filing, registration, or qualification of or with any federal, state, or local governmental or regulatory authority or agency is required for the execution and delivery by the Company of the Transaction Documents to which it is a party or for the consummation of the transactions contemplated thereby, including the issuance and sale of the Shares pursuant to the Purchase Agreement and the issuance of the Conversion Shares upon conversion of the Convertible Notes, except for:
(a) the filing of the Restated Certificate with the Secretary of State of the State of Delaware, which filing has been completed on February 9, 2026;
(b) the filing of a Notice of Sale of Securities on Form D with the United States Securities and Exchange Commission (the "SEC") pursuant to Rule 503 of Regulation D under the Securities Act, which filing is required to be made within fifteen (15) calendar days after the first sale of the Shares (i.e., on or before February 24, 2026);
(c) any notice filings, applications, or reports required to be made under applicable state securities or "blue sky" laws in connection with the offer and sale of the Shares, including filings required in the States of California, Massachusetts, New York, and Texas; and
(d) any other filings required under applicable federal or state securities laws that have been made or will be made by the Company in a timely manner following the closing.
Opinion 11: Exemption from Registration
Assuming the accuracy of the representations and warranties of the Investors set forth in the Purchase Agreement, including, without limitation, the representation that each Investor is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act:
(a) The offer, sale, and issuance of the Shares to the Investors pursuant to the Purchase Agreement are exempt from the registration requirements of Section 5 of the Securities Act by virtue of Rule 506(b) of Regulation D promulgated under the Securities Act. We note that, based on our review and the representations of the Company, no form of general solicitation or general advertising (as such terms are used in Regulation D) was used by the Company or any person acting on its behalf in connection with the offer or sale of the Shares. We further note that the number of purchasers who are not "accredited investors" (as defined in Rule 501(a) of Regulation D) is zero.
(b) The issuance of the Conversion Shares upon conversion of the Convertible Notes in accordance with their terms is exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) thereof, as an exchange by the Company with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. In the alternative, the issuance of the Conversion Shares would be exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof, as a transaction by an issuer not involving any public offering.
Opinion 12: No Litigation
To our knowledge, after due inquiry of the officers of the Company, including Dr. Priya Ramaswamy, Chief Executive Officer, and Dr. Julian Ochoa, Chief Technology Officer and Secretary, there is no action, suit, claim, proceeding, arbitration, or investigation (whether at law or in equity, before or by any court, arbitrator, governmental body, agency, commission, board, bureau, or instrumentality, domestic or foreign) pending or, to our knowledge, threatened against or affecting the Company that:
(a) seeks to restrain, enjoin, prevent the consummation of, or otherwise challenge the validity of the transactions contemplated by any of the Transaction Documents, including the issuance and sale of the Shares or the conversion of the Convertible Notes; or
(b) could reasonably be expected to result in a material adverse effect on the business, properties, assets, financial condition, or results of operations of the Company, taken as a whole, or on the ability of the Company to perform its obligations under the Transaction Documents.
V. Qualifications and Limitations
A. Enforceability Qualifications
The opinions expressed in Section IV of this Opinion with respect to the enforceability of the Transaction Documents against the Company are subject to and limited by the following qualifications:
1.  The effect of applicable bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement, fraudulent conveyance, fraudulent transfer, preference, and other similar laws affecting or relating to the rights and remedies of creditors generally, including, without limitation, the effect of statutory or other laws regarding preferential transfers, fraudulent conveyances, and equitable subordination.
2.  The effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies.
3.  The effect of applicable law and public policy on the enforceability of provisions of the Transaction Documents relating to indemnification, contribution, exculpation, or limitation of liability, to the extent such provisions may be held unenforceable as contrary to public policy or applicable law, including, without limitation, federal and state securities laws.
B. Scope Limitations
The opinions expressed herein are limited in scope as follows:
The opinions expressed in this Opinion are limited to the General Corporation Law of the State of Delaware (including the statutory provisions thereof, all applicable provisions of the Delaware Constitution, and the reported judicial decisions interpreting the foregoing), the federal laws of the United States of America, and, to the extent specifically referenced herein, the laws of the Commonwealth of Massachusetts. We express no opinion as to the laws of any other jurisdiction, and we express no opinion as to the effect of the laws of any other jurisdiction on the opinions expressed herein.
Without limiting the generality of the foregoing, we have not been engaged to examine, and we express no opinion with respect to, compliance with or the application of:
(i) federal or state tax laws, including, without limitation, questions regarding the tax treatment of the transactions contemplated by the Transaction Documents, the tax-free nature of any conversion of the Convertible Notes, or the availability of any tax benefits or deductions;
(ii) federal or state antitrust or competition laws, including, without limitation, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder;
(iii) federal or state environmental laws and regulations, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, and analogous state laws;
(iv) the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any rules, regulations, or orders promulgated thereunder, or any similar state laws governing employee benefit plans;
(v) federal or state export control laws, sanctions laws, or anti-money laundering laws, including, without limitation, the International Traffic in Arms Regulations, the Export Administration Regulations, and the regulations administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury; or
(vi) any other federal, state, or local laws, rules, or regulations not specifically identified herein.
We express no opinion regarding any intellectual property matters, including, without limitation, the validity, enforceability, scope, or ownership of the Company's patents (which we understand to include five (5) issued United States utility patents and three (3) pending international patent applications filed under the Patent Cooperation Treaty), trademarks, copyrights, trade secrets, or other intellectual property rights, or the freedom of the Company to operate its business without infringing, misappropriating, or otherwise violating the intellectual property rights of third parties.
We express no opinion regarding compliance by the Company with the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), the Health Information Technology for Economic and Clinical Health Act, the Federal Food, Drug, and Cosmetic Act, applicable FDA regulations, or any other federal, state, or local healthcare regulatory requirements applicable to the Company's MeridianPulse point-of-care diagnostic platform or the Company's business operations generally.
C. Knowledge Qualifications
As used in this Opinion, the phrases "our knowledge," "to our knowledge," "known to us," or similar phrases refer to the actual, current, conscious knowledge of Catherine Devereaux, Partner, and Thomas Whitaker, Of Counsel, the attorneys at Whitfield & Ames LLP who have devoted substantive attention to the representation of the Company in connection with the transactions contemplated by the Transaction Documents. Such phrases do not include constructive or imputed knowledge, and no inference should be drawn from the fact of our representation of the Company that we have knowledge of any particular matter. Except as expressly described in this Opinion, we have not conducted any independent investigation or inquiry into any factual matter for purposes of this Opinion, including, without limitation, any review of court dockets, lien search results, judgment records, or regulatory filings, and no inference should be drawn from the absence of any such investigation.
D. Reliance on Certificates and Representations
In rendering the opinions expressed herein, we have relied upon, and our opinions are expressly conditioned upon, the accuracy and completeness of certificates, representations, statements, and assurances of officers, directors, and other representatives of the Company, including, without limitation, the Officer's Certificate and the Secretary's Certificate, each dated February 9, 2026. We have also relied upon the factual representations and warranties of the Company set forth in the Transaction Documents.
We have relied upon the Good Standing Certificate issued by the Secretary of State of the State of Delaware and the Certificate of Legal Existence issued by the Secretary of the Commonwealth of Massachusetts. Each such certificate speaks only as of the date indicated thereon, and we express no opinion as to the continued good standing or legal existence of the Company after such date. We have made no independent inquiry of the records of the Secretary of State of the State of Delaware or the Secretary of the Commonwealth of Massachusetts, and our reliance on such certificates is without independent verification.
VI. Reliance; No Third-Party Beneficiaries
This Opinion is rendered solely for the benefit of the addressees hereof — Meridian Diagnostics, Inc. and the Investors listed above — in connection with the transactions contemplated by the Purchase Agreement, and may not be relied upon, quoted, cited, or referred to by any other person or entity, or for any other purpose, without the prior written consent of Whitfield & Ames LLP. Without limiting the foregoing, this Opinion may not be furnished to, or relied upon by, any prospective purchaser, assignee, transferee, or other successor in interest to any of the Investors without our prior written consent.
This Opinion is limited to the matters expressly stated herein, and no opinion is to be implied, inferred, or extended beyond the matters expressly set forth in the numbered paragraphs of Section IV above. We have not been asked to opine upon, and we express no opinion with respect to, any matter not expressly addressed herein, and the absence of any statement or opinion with respect to any particular matter should not be construed as an implied opinion.
This Opinion speaks only as of the date hereof. We assume no obligation to advise any addressee of this Opinion of any changes in applicable law or in the facts or circumstances described herein that may come to our attention after the date hereof, and we undertake no duty to update, supplement, revise, or reaffirm this Opinion for any reason.
Very truly yours,
WHITFIELD & AMES LLP
By: ________
Catherine Devereaux, Partner Emerging Companies & Venture Capital Practice 100 Federal Street, 30th Floor Boston, Massachusetts 02110
EXHIBIT A
COVER TRANSMITTAL NOTE — INTERNAL DRAFT CIRCULATION
WHITFIELD & AMES LLP Attorneys at Law 100 Federal Street, 30th Floor Boston, Massachusetts 02110
February 9, 2026
Kevin Ostrowski, Esq. Calderwood & Harkness LLP 1800 Page Mill Road, Suite 200 Menlo Park, California 94025
Re: Draft Legal Opinion of Whitfield & Ames LLP — Series Seed Preferred Stock Financing of Meridian Diagnostics, Inc.
Dear Kevin:
Please find enclosed for your review and comment our draft legal opinion to be delivered at the closing of the Series Seed Preferred Stock financing of Meridian Diagnostics, Inc. (the "Company"). As you know, the Purchase Agreement and ancillary Transaction Documents contemplate a simultaneous sign-and-close on February 9, 2026, and delivery of this opinion of Company counsel is a condition to closing under Section 4.1(g) of the Purchase Agreement.
We have endeavored to prepare this draft in a form that is consistent with customary practice for seed-stage venture capital financings and that addresses the matters specified in Exhibit E to the Purchase Agreement. We recognize that, as counsel to the lead investor, Cobalt Ventures Fund III, LP, Calderwood & Harkness LLP will need to review this opinion and confirm that it is in form and substance satisfactory to your client and the other Investors.
We welcome any comments, questions, or suggested revisions at your earliest convenience. Given the anticipated timing of the closing, we would appreciate receiving any markup or written comments by no later than the close of business on the date hereof, so that we may finalize the opinion for delivery concurrently with the execution and delivery of the Transaction Documents.
Please do not hesitate to contact me or Thomas Whitaker at (617) 555-8214 if you wish to discuss any aspect of this draft.
Very truly yours,
Catherine Devereaux Partner Whitfield & Ames LLP Telephone: (617) 555-8210
Email: cdevereaux@whitfieldames.com
cc: Thomas Whitaker, Esq. (Whitfield & Ames LLP) Morgan Tsai (Cobalt Ventures Fund III, LP) Garrett Simmons, Esq. (Calderwood & Harkness LLP)
Enclosure: Draft Legal Opinion of Whitfield & Ames LLP (February 9, 2026)
Investor | Shares of Series Seed Preferred Stock | Aggregate Purchase Price
Cobalt Ventures Fund III, LP | 2,687,989 | $7,200,000
Pinewood Health Ventures, LLC | 895,996 | $2,400,000
Thornfield Capital Partners, LP | 671,997 | $1,800,000
Atlas Point Angel Syndicate, LLC | 223,999 | $600,000
Total | 4,479,981 | $12,000,000

WHITFIELD & AMES LLP

EXHIBIT A

Record

Parties

Dates

Amounts