Catherine and Thomas,
I hope this note finds you well. My name is Garrett Simmons, and I am an associate at Calderwood & Harkness LLP working with Kevin Ostrowski on behalf of our client, Cobalt Ventures Fund III, LP, in connection with the proposed Series Seed Preferred Stock financing of Meridian Diagnostics, Inc. (the "Company") (C&H Matter No. 1004-00001). Following the execution of the term sheet on December 18, 2025, we have prepared initial drafts of the principal transaction documents and are pleased to transmit them herewith for review and comment by Whitfield & Ames LLP as counsel to the Company.
Attached to this email, please find the following seven documents:
1. **Series Seed Preferred Stock Purchase Agreement (SPA)** — Draft dated January 10, 2026. The SPA provides for the sale and issuance of 4,479,981 shares of Series Seed Preferred Stock at a price of $2.6786 per share, for aggregate consideration of $12,000,000, allocated among four investors as follows:
- Cobalt Ventures Fund III, LP — $7,200,000 / 2,687,989 shares - Pinewood Health Ventures, LLC — $2,400,000 / 895,996 shares - Thornfield Capital Partners, LP — $1,800,000 / 671,997 shares - Atlas Point Angel Syndicate, LLC — $600,000 / 223,999 shares
The SPA reflects a pre-money valuation of $30,000,000 and a post-money valuation of $42,000,000. The securities are offered pursuant to Regulation D, Rule 506(b), and all investors are accredited investors under Rule 501(a). The SPA is drafted to contemplate a simultaneous sign-and-close. It also includes a legal fee reimbursement provision under which the Company reimburses Cobalt Ventures for its legal fees and expenses, capped at $50,000. The agreement is governed by the laws of the State of Delaware.
2. **Amended and Restated Certificate of Incorporation** — Draft for filing with the Delaware Secretary of State. The A&R COI authorizes the Series Seed Preferred Stock and sets forth its rights, preferences, and privileges, including a 1x non-participating liquidation preference, broad-based weighted average anti-dilution protection, and protective provisions requiring the consent of a majority of the Series Seed Preferred holders for specified corporate actions. The draft also reflects the expansion of shares reserved under the Company's 2024 Equity Incentive Plan by 1,200,000 shares, increasing the total option pool from 400,000 to 1,600,000 shares.
3. **Investors' Rights Agreement** — Draft. This agreement provides information rights for Major Investors (defined as holders of at least 1,000,000 shares of Series Seed Preferred Stock), including delivery of annual audited financial statements, quarterly unaudited financial statements, monthly management reports, and an annual budget and business plan. Major Investors also receive pro rata participation rights in future equity financings. The agreement includes a 180-day market stand-off / lock-up on founder shares following an IPO.
4. **Right of First Refusal and Co-Sale Agreement** — Draft. This is a standard NVCA-form ROFR and co-sale agreement binding the Key Holders (Dr. Priya Ramaswamy and Dr. Julian Ochoa). The Company and the investors receive a right of first refusal on proposed transfers of Key Holder shares, with a co-sale right if the ROFR is not exercised.
5. **Voting Agreement** — Draft. The Voting Agreement provides for a five-member Board of Directors composed as follows: two Common Stock directors (founder designees), one Series Seed Preferred director (Cobalt Ventures designee, initially David Hargrove), and two independent directors mutually agreed upon by the Common and Preferred holders. The agreement also includes a drag-along provision with a transaction value threshold of $84,000,000 (2x post-money valuation).
6. **Form of Indemnification Agreement** — Draft. This is a standard form indemnification agreement for the investor-designated director (David Hargrove), providing indemnification, advancement of expenses, and related protections for service on the Meridian Board of Directors.
7. **Founder Stock Restriction Agreements** — Two forms: - (a) Dr. Priya Ramaswamy — covering 5,500,000 shares of Common Stock - (b) Dr. Julian Ochoa — covering 3,500,000 shares of Common Stock
Both agreements provide for four-year reverse vesting with a one-year cliff (25% cliff vest), followed by monthly vesting thereafter. The vesting commencement date for each founder is June 15, 2023 (the Company's formation date). The Company retains a repurchase right on unvested shares upon termination of service.
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I wanted to flag several structural and drafting points for your attention:
**Convertible Note Conversion.** The SPA is drafted to reflect the conversion of the Company's outstanding convertible notes ($2,100,000 aggregate principal amount, issued September 12, 2023) into Series Seed Preferred Stock at closing. Our understanding is that the conversion mechanics — including the 20% discount to the price per share and the $25,000,000 valuation cap — will result in the issuance of additional shares of Series Seed Preferred Stock to the noteholders, Dr. Margaret Liu and Clearwater Bridge Associates, LLC. We would appreciate your confirmation of the noteholder allocation schedule and guidance on any required noteholder consents or joinder documents.
**Option Pool Increase.** The increase of 1,200,000 shares to the option pool has been reflected in the pre-money fully-diluted share count (11,200,000 shares) for purposes of calculating the price per share of $2.6786, consistent with the term sheet. Please confirm that the Company's board of directors and stockholder approvals will authorize this increase under the 2024 Equity Incentive Plan prior to or at closing.
**Closing Conditions and Deliverables.** The draft SPA contemplates certain closing conditions, including delivery of a legal opinion from Whitfield & Ames LLP, good standing certificates from Delaware and Massachusetts, a Secretary's Certificate, a Compliance Certificate, an Officer's Certificate, and executed Proprietary Information and Inventions Assignment Agreements (PIIAs) from key employees. We will circulate a full closing checklist separately.
**Side Letters and Escrow Agreement.** Side letters for Cobalt Ventures and Pinewood Health Ventures, as well as the escrow agreement with Granite Trust Company, N.A., are being finalized separately and will be circulated in a subsequent transmission.
**Capitalization Confirmation.** The Company's existing capitalization as reflected in the documents — 10,000,000 shares of Common Stock outstanding (Dr. Ramaswamy: 5,500,000; Dr. Ochoa: 3,500,000; Nadia Chen: 600,000; 400,000 shares reserved under the option pool, of which 175,000 are subject to outstanding grants) — is based on the diligence materials we have received to date. Please confirm or correct this information at your earliest convenience.
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**Comment Deadline and Next Steps.** We would appreciate receiving your consolidated comments on all documents by **Tuesday, January 20, 2026**. As you know, the parties are targeting a simultaneous sign-and-close on **February 9, 2026**, which necessitates an efficient review cycle. Our due diligence review commenced on January 6, 2026, with a target completion date of January 31, 2026; we may have follow-up diligence requests in the coming weeks.
If it would be helpful, we are happy to schedule a call with you and Thomas early next week to discuss any threshold issues before your team dives into the markup. Please let us know your availability.
Thank you in advance for your cooperation on this matter. We look forward to working with you toward an efficient closing. Please do not hesitate to reach out to me directly with any questions.
Best regards,
**Garrett Simmons** Associate Calderwood & Harkness LLP 1800 Page Mill Road, Suite 200 Menlo Park, CA 94025 T: (650) 493-7200 E: gsimmons@calderwoodharkness.com
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**Attachments (7):** 1. Meridian — Series Seed SPA (Draft 1.10.2026).docx 2. Meridian — A&R Certificate of Incorporation (Draft 1.10.2026).docx 3. Meridian — Investors' Rights Agreement (Draft 1.10.2026).docx 4. Meridian — ROFR and Co-Sale Agreement (Draft 1.10.2026).docx 5. Meridian — Voting Agreement (Draft 1.10.2026).docx 6. Meridian — Form of Indemnification Agreement (Draft 1.10.2026).docx 7. Meridian — Founder Stock Restriction Agreements (Ramaswamy; Ochoa) (Draft 1.10.2026).docx
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