Elaine, David, and Morgan,
I am pleased to confirm that the closing of the $12,000,000 Series Seed Preferred Stock financing of Meridian Diagnostics, Inc. ("Meridian" or the "Company") was completed today, February 9, 2026, on a simultaneous sign-and-close basis. Congratulations to the entire Cobalt team on this investment.
As you know, Cobalt Ventures Fund III, LP led the round with a $7,200,000 investment, representing 60% of the total financing and acquiring approximately 2,687,989 shares of Series Seed Preferred Stock at a price per share of $2.6786. The round reflects a pre-money valuation of $30,000,000 and a post-money valuation of $42,000,000.
Set forth below is a summary of the key closing items and confirmations.
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**1. Executed Transaction Documents**
We have received fully executed copies of all transaction documents, each governed by the laws of the State of Delaware:
- Series Seed Preferred Stock Purchase Agreement (the "SPA"), including Schedule of Investors - Investors' Rights Agreement - Right of First Refusal and Co-Sale Agreement - Voting Agreement - Cobalt Side Letter (between Meridian and Cobalt Ventures Fund III, LP) - Pinewood Side Letter (between Meridian and Pinewood Health Ventures, LLC) - Indemnification Agreement for David Hargrove (Series Seed Preferred director designee) - Founder Stock Restriction Agreements for Dr. Priya Ramaswamy and Dr. Julian Ochoa - Escrow Agreement with Granite Trust Company, N.A.
All documents are in order.
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**2. Corporate Filings and Certificates**
- The Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary of State today, February 9, 2026. The filing authorizes the Series Seed Preferred Stock, incorporates the applicable protective provisions, and reflects the expansion of the option pool to 1,600,000 total shares reserved under the 2024 Equity Incentive Plan (an increase of 1,200,000 shares). - Good Standing Certificates have been received from both the Delaware Secretary of State (File No. 7294531) and the Massachusetts Secretary of the Commonwealth. - The Secretary's Certificate, Compliance Certificate, and Officer's Certificate (each signed by Dr. Priya Ramaswamy, CEO) have been received and are in order. - A legal opinion was delivered by Whitfield & Ames LLP (Catherine Devereaux), counsel to the Company, opining on due organization, corporate authority, valid issuance of the Series Seed Preferred Stock, absence of conflicts, and compliance with the Regulation D, Rule 506(b) exemption.
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**3. Funding and Escrow Release**
All investor funds totaling $12,000,000 were deposited into the escrow account at Granite Trust Company, N.A. (Denise Fairbanks, Relationship Manager). Upon confirmation that all closing conditions had been satisfied, the escrow funds were released and wired to Meridian's operating account. The investor contributions are as follows:
| Investor
In addition, the $50,000 legal fee reimbursement payable by the Company to Cobalt has been processed at closing in accordance with the terms of the SPA.
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**4. Convertible Note Conversion**
The outstanding convertible promissory notes ($2,100,000 in aggregate principal, originally issued September 12, 2023) have been converted into approximately 1,098,362 shares of Series Seed Preferred Stock. Key conversion details are as follows:
- **Conversion price:** $2.1429 per share, reflecting the 20% discount to the $2.6786 round price. We note this discount price was lower than the price implied by the $25,000,000 valuation cap ($2.2321 per share), and therefore the discount-based price governed. - **Total conversion amount:** $2,353,750, comprising $2,100,000 in principal and $253,750 in accrued interest at 5.0% simple per annum through the closing date. - **Noteholders:** - Dr. Margaret Liu — $1,200,000 principal - Clearwater Bridge Associates, LLC — $900,000 principal
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**5. Board Composition**
David Hargrove has been appointed as the Series Seed Preferred Stock director designee. The Board of Directors of Meridian now consists of five (5) seats, composed as follows:
- **Common Stock Directors (2):** Dr. Priya Ramaswamy and Dr. Julian Ochoa - **Series Seed Preferred Director (1):** David Hargrove - **Independent Directors (2):** To be mutually agreed upon by Common and Preferred holders
The Indemnification Agreement with David Hargrove has been fully executed. Additionally, Cobalt's board observer right, as set forth in the Cobalt Side Letter, entitling Cobalt to designate one additional observer to attend Board meetings, is now in effect.
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**6. Cobalt Side Letter — Provisions Now in Effect**
As a reminder, the following provisions under the Cobalt Side Letter are now operative:
- Most favored nation (MFN) clause - Additional information rights, including monthly KPI dashboard delivery and cap table access - Board observer right (noted above) - Annual data privacy and security compliance audit right - Consent right over any single Company expenditure exceeding $200,000
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**7. Post-Closing Items and Regulatory Filings**
- **Form D:** A draft has been prepared and will be filed with the SEC within the 15-day statutory deadline (i.e., by February 24, 2026). The securities were sold pursuant to Regulation D, Rule 506(b); all investors are accredited investors under Rule 501(a). - **Blue Sky Filings:** State notice filings are in process in California, Massachusetts, New York, and Texas, and will be completed within applicable deadlines. - **Transfer Agent:** Coordination with Ledgermark Transfer Services, Inc. regarding share certificates and/or book-entry issuance will be completed post-closing.
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**8. Closing Binder**
A complete closing binder containing all executed documents, certificates, and filings will be compiled and delivered to Cobalt within the coming days. Calderwood & Harkness will retain copies in accordance with our engagement letter and the firm's records retention policy.
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Please do not hesitate to reach out if you have any questions or if there are any follow-up items you would like to discuss. It has been a genuine pleasure working with the Cobalt team on this transaction, and we look forward to continuing to support you as the relationship with Meridian develops.
Best regards,
Kevin Ostrowski Partner, Privacy & Data Security Calderwood & Harkness LLP 1800 Page Mill Road, Suite 200 Menlo Park, CA 94025 T: (650) 555-0184 E: kostrowski@calderwoodharkness.com