PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT This memorandum has been prepared by Calderwood & Harkness LLP at the direction of Cobalt Ventures LP and its affiliates in connection with legal due diligence related to a proposed investment. This memorandum is protected by the attorney-client privilege and the attorney work product doctrine. Any disclosure, distribution, or copying of this memorandum or its contents without the prior written consent of Calderwood & Harkness LLP is strictly prohibited.
MEMORANDUM
From: Kevin Ostrowski, Partner, and Garrett Simmons, Associate Calderwood & Harkness LLP 1800 Page Mill Road, Suite 200 Menlo Park, CA 94025
To: Elaine Cho, Managing Partner David Hargrove, Partner Morgan Tsai, VP of Legal Affairs Cobalt Ventures LP 2400 Sand Hill Road, Suite 310 Menlo Park, CA 94025
Date: January 31, 2026
Re: Preliminary Legal Due Diligence Summary — Meridian Diagnostics, Inc. (Series Seed Preferred Stock Financing)
Matter No.: 1004-00001
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I. Executive Summary
Calderwood & Harkness LLP ("C&H" or "we") has conducted preliminary legal due diligence on Meridian Diagnostics, Inc. ("Meridian" or the "Company") in connection with the proposed $12,000,000 Series Seed Preferred Stock financing (the "Financing") led by Cobalt Ventures Fund III, LP ("Fund III"). Fund III is committing $7,200,000 to the Financing, representing 60.0% of the total round size. The remaining $4,800,000 is expected to be contributed by other institutional and individual investors who are parties to the Series Seed Preferred Stock Purchase Agreement.
Our due diligence engagement commenced on January 6, 2026, and was substantially completed as of the date of this memorandum, January 31, 2026. During the course of our review, we examined over 200 documents and records made available through the Company's virtual data room (hosted on Pemberton Systems), which was organized into customary categories including corporate documents, capitalization records, intellectual property filings, material contracts, employment records, tax filings, insurance policies, and regulatory matters.
Our diligence was supplemented by written and oral responses from the Company's outside legal counsel, Whitfield & Ames LLP (Catherine Devereaux, Partner; Thomas Whitaker, Senior Associate), located at 100 Federal Street, 30th Floor, Boston, MA 02110, and from the Company's auditors, Graystone & Pallister CPAs, LLP (Robert Milligan, CPA, Engagement Partner), located at 75 Ashbury Asset Advisors, Suite 2200, Boston, MA 02109. In addition, members of the Company's management team, including Dr. Priya Ramaswamy (CEO & President) and Dr. Julian Ochoa (CTO), participated in management interviews conducted on January 14 and January 21, 2026.
This memorandum summarizes our findings across the following principal diligence areas: corporate organization and good standing; capitalization; intellectual property; material contracts; outstanding indebtedness; employment matters; litigation and disputes; regulatory compliance; tax matters; insurance; and other ancillary matters. For certain topics requiring more detailed analysis, separate memoranda have been prepared and are referenced herein.
Overall Assessment: Based on the documents and information reviewed to date, we have not identified any material legal impediments to the closing of the proposed Financing. Certain items have been flagged for follow-up action or as conditions to closing, as described in Section XIV of this memorandum. These flagged items are customary for a transaction of this nature and stage and are expected to be resolved prior to or contemporaneously with the anticipated closing date of February 9, 2026.
This memorandum is intended solely for the use of the addressees in evaluating the proposed Financing and should not be relied upon by any other party or for any other purpose.
II. Corporate Organization and Good Standing
A. Formation and Jurisdiction
Meridian Diagnostics, Inc. is a C-corporation incorporated under the General Corporation Law of the State of Delaware. The Company was incorporated by the filing of its original Certificate of Incorporation with the Delaware Secretary of State on June 15, 2023. The Company's file number with the Delaware Secretary of State is 7294531. The Company's Federal Employer Identification Number (EIN), as assigned by the Internal Revenue Service, is 93-4127856.
We have reviewed a certified copy of the original Certificate of Incorporation as filed with the Delaware Secretary of State, and we have confirmed that it was duly filed and accepted. The selection of Delaware as the state of incorporation is consistent with customary practice for venture-backed technology and life sciences companies, and provides the Company and its investors with the benefits of Delaware's well-developed body of corporate law and the specialized expertise of the Delaware Court of Chancery.
B. Principal Office
The Company's principal place of business is located at 225 Binney Street, Suite 400, Cambridge, MA 02142. This location serves as the Company's headquarters and houses its administrative, research and development, and laboratory operations. The Company does not maintain any additional office locations or facilities at this time.
C. Registered Agent
The Company's registered agent for service of process in the State of Delaware is Incorporations Ltd., located at 3500 South DuPont Highway, Dover, DE 19901. We have confirmed that the registered agent designation is current and in effect. The registered agent's records are consistent with the Company's filings with the Delaware Secretary of State.
D. Good Standing
We have obtained and reviewed a Certificate of Good Standing issued by the Delaware Secretary of State, which confirms that Meridian Diagnostics, Inc. is in good standing in its state of incorporation as of the date of our diligence review. The good standing certificate confirms that the Company has filed all required annual reports and paid all applicable franchise taxes through the current reporting period.
We have also obtained and reviewed a Certificate of Good Standing (Certificate of Legal Existence) from the Commonwealth of Massachusetts, Secretary of the Commonwealth, confirming that the Company is duly qualified to transact business and is in good standing in the Commonwealth of Massachusetts, which is the jurisdiction in which its principal office is located.
Based on our review of the Company's current operations, employee locations, and business activities, we have not identified any other states in which the Company is required to qualify to do business as a foreign corporation. The Company does not currently maintain offices, employees, or tangible property in any jurisdiction other than Massachusetts and Delaware. Should the Company's operations expand to other states, additional foreign qualification filings may be required.
As a condition to closing, we recommend that updated good standing certificates from both Delaware and Massachusetts be obtained and delivered, dated within a reasonable period (typically five to ten business days) prior to the closing date of February 9, 2026.
E. Officers and Directors
The Company's current Board of Directors consists of two members:
1. Dr. Priya Ramaswamy — Co-Founder, Chief Executive Officer, and President. Dr. Ramaswamy serves as a director and has served in such capacity since the Company's formation on June 15, 2023.
2. Dr. Julian Ochoa — Co-Founder and Chief Technology Officer. Dr. Ochoa serves as a director and has served in such capacity since the Company's formation on June 15, 2023.
The Company's current officers are as follows:
• Dr. Priya Ramaswamy — Chief Executive Officer and President
• Dr. Julian Ochoa — Chief Technology Officer
We note that no separate Secretary or Chief Financial Officer has been formally appointed. Based on our review of the Company's minute book and corporate records, Dr. Ramaswamy appears to have acted in the capacity of Secretary with respect to certain corporate record-keeping functions, including the execution of stock certificates and the maintenance of the stock ledger. While this is not uncommon for early-stage companies, we would recommend that the Company formalize the appointment of a Secretary and consider engaging a part-time or fractional Chief Financial Officer, particularly in light of the increased governance and reporting obligations that typically accompany an institutional financing round.
In connection with the Financing, the Board of Directors will be reconstituted to include investor-designated representatives in accordance with the terms of the Investors' Rights Agreement and the Voting Agreement. We understand that Fund III will have the right to designate one board seat, and the resulting board composition will be set forth in the final transaction documents.
F. Organizational Documents
We have reviewed the following organizational documents of the Company:
Certificate of Incorporation. The original Certificate of Incorporation, filed on June 15, 2023, authorizes the issuance of shares of Common Stock only. No preferred stock is currently authorized under the existing Certificate of Incorporation. In connection with the Financing, the Company will file an Amended and Restated Certificate of Incorporation with the Delaware Secretary of State that will, among other things, (i) authorize the issuance of the Series Seed Preferred Stock, (ii) establish the rights, preferences, privileges, and restrictions of the Series Seed Preferred Stock, (iii) reflect the increase in authorized shares of Common Stock to accommodate the expanded option pool, and (iv) include customary protective provisions for the benefit of the holders of the Series Seed Preferred Stock.
Bylaws. The Company's current bylaws were adopted by the incorporator on June 15, 2023. We have reviewed the bylaws and confirmed that they contain standard provisions for a Delaware corporation, including provisions governing the conduct of meetings of stockholders and directors, the appointment and removal of officers, indemnification of directors and officers, and related corporate governance matters. The bylaws will be amended and restated in connection with the Financing to reflect certain governance changes contemplated by the transaction documents.
Minute Book. We have reviewed the Company's minute book, which includes minutes of meetings and written consents of the Board of Directors and stockholders. The minute book reflects the following material corporate actions:
(a) Organizational actions taken upon formation, including the appointment of initial directors, the adoption of bylaws, the authorization and issuance of founder shares, and the designation of the Company's fiscal year;
(b) Adoption of the 2024 Equity Incentive Plan by the Board of Directors and approval by the stockholders on March 1, 2024;
(c) Authorization of the Convertible Note Purchase Agreement and the issuance of convertible promissory notes in the aggregate principal amount of $2,100,000, dated September 12, 2023; and
(d) Miscellaneous administrative actions, including the appointment of the Company's registered agent and the authorization of banking relationships.
The minute book appears to be generally complete and well-maintained for a company at this stage of development. We note that certain routine board actions (such as the approval of officer compensation and annual ratification of equity grants) could be more thoroughly documented, and we would recommend that the Company adopt more formal corporate governance practices going forward.
G. Subsidiaries and Affiliates
Based on our review of the Company's representations in the diligence questionnaire and our examination of the organizational documents and corporate records, we have confirmed that the Company has no subsidiaries, joint ventures, partnerships, or affiliated entities. The Company has not formed or acquired any other entity, and it does not hold any equity interest in any other person or entity. All of the Company's operations are conducted directly through Meridian Diagnostics, Inc.
III. Capitalization
A. Authorized Capital Stock
The Company's current Certificate of Incorporation authorizes the issuance of shares of Common Stock, par value $0.0001 per share. No shares of preferred stock are currently authorized under the existing Certificate of Incorporation.
In connection with the Financing, the Company will file an Amended and Restated Certificate of Incorporation that will authorize the issuance of shares of Series Seed Preferred Stock, par value $0.0001 per share, in addition to shares of Common Stock. The Amended and Restated Certificate of Incorporation will set forth the rights, preferences, privileges, and restrictions of the Series Seed Preferred Stock, including liquidation preferences, dividend rights, conversion rights, anti-dilution protections, and protective provisions, all of which will be negotiated and documented in the transaction documents.
B. Outstanding Common Stock
As of the date of this memorandum, there are 10,000,000 shares of Common Stock issued and outstanding, held by the following stockholders of record:
We have reviewed the Company's stock ledger, stock certificates (or evidence of book-entry issuance), board resolutions authorizing the issuance of shares, and related documentation. Based on our review, all outstanding shares of Common Stock have been validly issued, are fully paid, and are non-assessable. Each issuance was duly authorized by the Board of Directors and, where required, approved by the stockholders.
With respect to Nadia Chen's shares, we have reviewed the restricted stock purchase agreement between Ms. Chen and the Company, which provides for a four-year vesting schedule with a one-year cliff. Under this arrangement, 25% of Ms. Chen's shares (150,000 shares) vested on the first anniversary of her vesting commencement date, and the remaining shares vest in equal monthly installments over the following 36 months. As of the date of this memorandum, Ms. Chen has been employed by the Company for approximately 18 months, and accordingly, approximately 56.25% of her shares (337,500 shares) are vested, with the remaining 262,500 shares subject to the Company's repurchase right upon termination of employment.
C. 2024 Equity Incentive Plan
The Company's 2024 Equity Incentive Plan (the "Plan") was adopted by the Board of Directors and approved by the stockholders of the Company on March 1, 2024. We have reviewed the Plan document and the forms of award agreements used thereunder.
The Plan currently authorizes the issuance of up to 400,000 shares of Common Stock pursuant to awards granted under the Plan. As of the date of this memorandum, the status of the Plan is as follows:
• Shares subject to outstanding option grants: 175,000 shares, granted to employees of the Company other than the founders. We have reviewed a schedule of outstanding option grants provided by the Company, which includes the grant date, exercise price, vesting schedule, and expiration date for each outstanding grant. All outstanding options were granted at exercise prices that the Company represents were equal to or greater than the fair market value of the Common Stock on the respective grant dates, as determined by the Board of Directors, with reference to a contemporaneous 409A valuation report prepared by an independent valuation firm.
• Shares remaining unallocated in the pool: 225,000 shares are available for future grants under the Plan.
In connection with the Financing, the Plan will be amended to increase the total number of shares authorized for issuance under the Plan by 1,200,000 shares, bringing the total authorized share reserve to 1,600,000 shares. Following the increase and taking into account the 175,000 shares subject to outstanding grants, there will be 1,425,000 shares available for future grants. This increase in the option pool is a term of the Financing and is reflected in the pre-money valuation calculation.
We have reviewed the forms of stock option agreements and exercise notices used under the Plan and have confirmed that they contain standard terms and conditions, including provisions addressing vesting schedules, exercise procedures, early exercise rights (where applicable), treatment upon termination of service, and restrictions on transfer.
D. Founder Vesting
As noted in the table above, Dr. Ramaswamy and Dr. Ochoa currently hold their respective shares of Common Stock without any reverse vesting restrictions, repurchase rights, or similar encumbrances. Their shares were issued at the time of the Company's formation in June 2023 and are fully vested as of the date of this memorandum.
As a condition to the closing of the Financing, and consistent with customary market practice for institutional seed-stage investments, both Dr. Ramaswamy and Dr. Ochoa will be required to enter into Founder Stock Restriction Agreements (the "Restriction Agreements") that will subject their respective shares to four-year reverse vesting with a one-year cliff. The key terms of the Restriction Agreements are as follows:
(a) Vesting Period: Four years from the vesting commencement date.
(b) Cliff Vesting: 25% of each founder's shares will vest on the first anniversary of the vesting commencement date.
(c) Monthly Vesting: Following the cliff date, the remaining 75% of each founder's shares will vest in equal monthly installments over the succeeding 36 months.
(d) Vesting Commencement Date: The vesting commencement date will be retroactively set to June 15, 2023, which is the date of the Company's formation and the date on which the founders' shares were originally issued. This retroactive vesting commencement date means that, as of the anticipated closing date of February 9, 2026, both founders will have completed approximately 32 months of vesting (out of 48 months total), and the one-year cliff will have already been satisfied.
(e) Repurchase Right: Upon termination of a founder's service to the Company, the Company (or its assignee) will have the right to repurchase any unvested shares at the lower of the original issuance price or the then-current fair market value, as determined by the Board of Directors.
(f) Acceleration: The specific terms of any single-trigger or double-trigger acceleration provisions will be negotiated as part of the final transaction documents.
The forms of Founder Stock Restriction Agreements are currently being drafted by Company counsel at Whitfield & Ames LLP and are expected to be circulated to C&H for review in advance of closing.
E. Convertible Notes Outstanding
The Company has outstanding convertible promissory notes in the aggregate principal amount of $2,100,000, issued pursuant to a Convertible Note Purchase Agreement dated September 12, 2023 (the "Note Purchase Agreement"). The notes were issued to two investors:
We have reviewed the Note Purchase Agreement and the forms of convertible promissory notes (the "Notes") issued thereunder. The material terms of the Notes are as follows:
Interest Rate. The Notes bear simple interest at a rate of 5.0% per annum. Interest is not compounded and is not payable currently; rather, accrued interest converts along with principal upon a qualifying financing event.
Accrued Interest. As of the anticipated closing date of February 9, 2026, approximately 29 months will have elapsed since the issuance of the Notes on September 12, 2023. Based on our calculations, accrued interest through the closing date is approximately $253,750 in the aggregate ($145,000 attributable to Dr. Liu's note and $108,750 attributable to Clearwater Bridge Associates' note). These figures have been confirmed by the Company's auditors.
Total Conversion Amount. The total amount to be converted at closing (principal plus accrued interest) is approximately $2,353,750.
Conversion Mechanics. The Notes provide for automatic conversion into the equity securities sold in the Company's next qualifying financing, which the Financing will constitute. Upon such conversion, the Notes convert at the lower of:
(a) A price per share equal to a 20% discount to the price per share paid by new money investors in the Financing; or
(b) A price per share determined by dividing a $25,000,000 valuation cap by the Company's fully-diluted capitalization immediately prior to the Financing.
Conversion Price Calculation. The price per share to be paid by new money investors in the Financing is $2.6786 (calculated as the $30,000,000 pre-money valuation divided by 11,200,000 pre-money fully-diluted shares). Applying the two conversion alternatives:
(a) discount Price: $2.6786 × 0.80 = $2.1429 per share.
(b) Cap Price: $25,000,000 ÷ 11,200,000 fully-diluted shares = $2.2321 per share.
Because the discount price of $2.1429 per share is lower than the cap price of $2.2321 per share, the discount price will apply, and the Notes will convert at $2.1429 per share.
Shares Issuable Upon Conversion. At a conversion price of $2.1429 per share, the total conversion amount of $2,353,750 will result in the issuance of approximately 1,098,362 shares of Series Seed Preferred Stock to the noteholders upon conversion. A detailed breakdown of the conversion by noteholder, including the allocation between principal and interest, has been prepared in a separate Convertible Note Conversion Analysis Memorandum, which is being provided under separate cover.
Other Terms. The Notes contain customary terms for convertible notes issued to angel investors and seed-stage funds, including provisions regarding maturity (24 months from issuance, which would have been September 12, 2025, but the notes have been extended by mutual agreement pending the Financing), events of default, prepayment restrictions, and subordination. The Notes are unsecured obligations of the Company.
We note that the maturity date of the Notes was September 12, 2025, and that the Notes are currently past their original maturity. We have reviewed a letter agreement dated August 28, 2025, executed by the Company and both noteholders, extending the maturity date to March 31, 2026, and confirming that no event of default has occurred or is continuing. This extension was granted in anticipation of the Financing.
F. Other Securities; Liens
Based on our review of the Company's records and representations, we have confirmed the following:
• No warrants are outstanding.
• No Simple Agreements for Future Equity (SAFEs) are outstanding.
• No other convertible instruments or securities are outstanding other than the convertible notes described in Section III.E above and the stock options described in Section III.C above.
• No liens, pledges, security interests, encumbrances, or other third-party rights exist with respect to any outstanding equity securities of the Company, other than standard transfer restrictions imposed by applicable securities laws and the Company's bylaws.
• No stockholder agreements, voting agreements, right of first refusal and co-sale agreements, or registration rights agreements are currently in effect. All such agreements will be entered into at the closing of the Financing as part of the standard suite of transaction documents.
• No preemptive rights, rights of first refusal (other than those arising under the Company's bylaws), or anti-dilution rights currently exist with respect to the Common Stock.
G. Pre-Money and Post-Money Capitalization Summary
The following table summarizes the Company's capitalization on a pre-money and post-money basis in connection with the Financing:
Valuation. The pre-money valuation of the Company is $30,000,000 on a fully-diluted basis (including the expanded option pool). The price per share for the Series Seed Preferred Stock is $2.6786 ($30,000,000 ÷ 11,200,000 shares). The post-money valuation is $42,000,000, calculated as the pre-money valuation of $30,000,000 plus $12,000,000 in new money invested in the Financing. Note that the shares issued upon conversion of the convertible notes do not increase the post-money valuation, as the conversion represents the exchange of existing debt for equity rather than the investment of new capital.
A detailed cap table analysis showing the holdings of each stockholder and optionholder on both a pre-money and post-money basis, including the allocation of Series Seed Preferred Stock among the new money investors and the converting noteholders, has been prepared and is being provided under separate cover.
IV. Intellectual Property
A. Patent Portfolio
The Company's intellectual property portfolio is centered on the MeridianPulse platform, a proprietary point-of-care diagnostics technology that utilizes microfluidic chip architecture to perform multi-analyte blood panel testing. We have reviewed the Company's patent portfolio, which consists of the following:
Issued U.S. Utility Patents. The Company holds five (5) issued U.S. utility patents covering core aspects of the MeridianPulse platform technology. These patents address the following subject matter areas:
(i) Microfluidic chip architecture and channel geometry for multi-analyte sample processing;
(ii) Reagent delivery mechanisms and automated mixing systems for point-of-care diagnostic cartridges;
(iii) Optical sensing methods and photonic detection arrays for real-time analyte quantification;
(iv) Integrated sample preparation and filtration systems for whole-blood analysis; and
(v) Data processing algorithms and calibration methods for multi-marker diagnostic panels.
We have reviewed the file histories and prosecution records for each of the issued patents and have confirmed that all maintenance fees are current and that no post-grant challenges (including inter partes review, post-grant review, or ex parte reexamination) have been filed with respect to any of the patents.
Pending PCT Applications. The Company has three (3) pending Patent Cooperation Treaty (PCT) applications directed to next-generation features of the MeridianPulse platform. These PCT applications provide the Company with the ability to pursue patent protection in multiple international jurisdictions during the national phase entry period. The PCT applications cover advanced microfluidic architectures, novel biomarker detection modalities, and machine-learning-based diagnostic interpretation methods. National phase entry deadlines for these applications fall within the next 12 to 18 months, and the Company should develop a strategy for selecting target jurisdictions based on its anticipated commercial markets.
Ownership and Assignment. All patents and pending patent applications are held in the name of Meridian Diagnostics, Inc. as the assignee. We have reviewed the invention assignment agreements executed by Dr. Priya Ramaswamy and Dr. Julian Ochoa, who are the named inventors on the issued patents and pending applications. These agreements contain standard provisions assigning all rights, title, and interest in inventions conceived during the course of employment to the Company. The assignments have been properly recorded with the United States Patent and Trademark Office (USPTO). We have not identified any gaps in the chain of title or any competing claims of inventorship.
B. Trademarks and Trade Names
The Company uses the names "Meridian Diagnostics" and "MeridianPulse" in commerce in connection with its diagnostic platform technology. We have conducted searches of the USPTO's Trademark Electronic Search System (TESS) and have confirmed that no federal trademark registrations or pending applications have been filed by the Company for either mark.
Our preliminary trademark clearance search did not identify any identical or confusingly similar registered marks in the relevant International Classes (Class 10 for medical devices and Class 42 for scientific and technological services). However, we note that a comprehensive trademark clearance search, including common-law usage searches, was not within the scope of this engagement.
Recommendation: We recommend that the Company file federal trademark applications with the USPTO for the "Meridian Diagnostics" word mark and the "MeridianPulse" word mark as soon as practicable. Securing federal trademark registrations will provide the Company with nationwide constructive notice of its claim of ownership, the ability to bring federal infringement actions, and enhanced brand protection as the Company moves toward commercialization of the MeridianPulse platform. We have flagged this as an item for follow-up in Section XIV.
C. Trade Secrets and Know-How
In addition to its patent portfolio, the Company relies significantly on proprietary trade secrets and confidential know-how related to the MeridianPulse platform. This includes, without limitation, assay formulations for the Company's proprietary 14-marker blood panel, manufacturing processes and protocols for microfluidic cartridge production, and calibration data and performance benchmarks. These trade secrets represent a substantial portion of the Company's competitive advantage and are not fully captured by the Company's patent filings.
We have reviewed the Company's policies and procedures for protecting trade secrets and confidential information. The Company maintains standard confidentiality obligations in its employment agreements and Proprietary Information and Inventions Assignment Agreements (PIIAs), as discussed in greater detail in Section VII.C below. The Company also maintains physical access controls at its Cambridge facility and digital access controls for its proprietary data systems.
While the Company's trade secret protection measures appear generally adequate for its current stage of development, we note that as the Company scales its operations and engages additional employees, contractors, and collaborators, it will be important to maintain and enhance these protections. We recommend that the Company develop a formal trade secret management program, including an inventory of key trade secrets, access logs, and periodic training for personnel with access to sensitive information.
D. Third-Party IP Rights
Based on our review of the Company's records and representations, we have not identified any inbound licenses of material third-party intellectual property. The Company's core technology was developed internally by the founding team and subsequent employees, and the Company does not rely on any licensed patents, copyrighted works, or proprietary technology from third parties in connection with the MeridianPulse platform.
We have also confirmed that no outbound licenses or assignments of the Company's intellectual property have been granted to any third party. The Company retains full ownership and control of its entire IP portfolio.
We have not identified any intellectual property-related disputes, claims, cease-and-desist letters, demand letters, or threats of infringement actions involving the Company, whether as plaintiff or defendant. The Company has represented that it is not aware of any third-party patents or other intellectual property rights that would be infringed by the manufacture, use, or sale of the MeridianPulse platform. While we have not conducted an independent freedom-to-operate analysis, which was not within the scope of this engagement, the Company's representations on this point are consistent with the information available to us.
E. Open Source Software
The MeridianPulse platform incorporates certain software components, including embedded firmware that controls the microfluidic chip operations and data processing functions. We have conducted a preliminary review of the Company's use of open-source software in these components.
Based on our review, the Company's use of open-source software is limited to certain non-core firmware modules, including standard communication protocol libraries and basic utility functions. The open-source components used by the Company are licensed primarily under permissive licenses (such as the MIT License and the BSD 2-Clause License), which impose minimal obligations on the licensee and do not require the disclosure or licensing of proprietary source code.
We have not identified any use of open-source software licensed under copyleft licenses (such as the GNU General Public License, Version 2 or 3) in any manner that would trigger "strong copyleft" obligations requiring the Company to disclose or distribute the source code of its proprietary software. The Company has represented that its software development practices include policies to prevent the inadvertent incorporation of copyleft-licensed code into proprietary components.
We recommend that the Company implement a formal open-source software compliance program, including the use of automated code-scanning tools, to ensure ongoing compliance with open-source license obligations as the software codebase grows and evolves.
V. Material Contracts
A. Summary of Reviewed Contracts
We have reviewed the material contracts of the Company as identified by management and included in the virtual data room. The following is a summary of the principal categories of contracts reviewed:
Office Lease. The Company is party to a lease agreement for its principal office space at 225 Binney Street, Suite 400, Cambridge, MA 02142. The lease is a standard commercial office lease with a term of three years, commencing in August 2023. The monthly base rent is approximately $18,500, with customary escalations, and the lease includes standard provisions regarding maintenance, insurance, and tenant improvements. The landlord is Binney Street Holdings LLC. The lease does not contain any change-of-control provisions or consent requirements that would be triggered by the Financing. The lease is in good standing, and no defaults or notices of default have been issued by either party.
Equipment Supplier Agreements. The Company has entered into purchase agreements and supply contracts with several vendors for laboratory and manufacturing equipment used in the development and prototyping of the MeridianPulse platform. We have reviewed the principal equipment agreements and have confirmed that they are standard commercial purchase and supply agreements. No exclusivity provisions, requirements contracts, or change-of-control provisions were identified in any of these agreements that would be triggered by the Financing or that would impose material restrictions on the Company's operations.
Service Agreements with CROs and Testing Laboratories. The Company has entered into service agreements with contract research organizations (CROs) and independent testing laboratories in connection with the development and validation of the MeridianPulse platform. These agreements provide for the performance of analytical testing, assay development support, and related services. The agreements contain standard terms regarding scope of work, pricing, intellectual property ownership (with all IP developed under the agreements assigned to the Company), confidentiality, and termination rights. We did not identify any material issues in these agreements.
Engagement Letter with Auditors. The Company is party to an engagement letter with Graystone & Pallister CPAs, LLP (Robert Milligan, CPA, Engagement Partner), located at 75 Ashbury Asset Advisors, Suite 2200, Boston, MA 02109, for the provision of audit and tax compliance services. The engagement letter is on standard terms and provides for customary scope of services, fee arrangements, and mutual obligations.
B. Change-of-Control Provisions
We have reviewed all material contracts of the Company for the presence of change-of-control provisions, termination rights, acceleration clauses, or consent requirements that could be triggered by the proposed Financing or by a subsequent change-of-control transaction. Based on our review, no material contracts contain any such provisions that would be triggered by the Financing. Accordingly, no consents or waivers from contract counterparties are required in connection with the closing of the Financing.
C. Related-Party Transactions
We have reviewed the Company's records for related-party transactions, including any transactions between the Company and its founders, officers, directors, or their respective affiliates. Based on our review, no related-party transactions in excess of $100,000 have been identified.
We have reviewed the compensation arrangements for the founders, Dr. Ramaswamy and Dr. Ochoa, and have confirmed that their respective salaries are at or below market rates for comparable positions at similarly-situated companies. No unusual perquisites, signing bonuses, guaranteed compensation arrangements, or side agreements with the founders were identified. The convertible note investment by Dr. Margaret Liu, while a personal acquaintance of Dr. Ramaswamy, was made on arm's-length terms and at the same price and on the same terms as the investment by Clearwater Bridge Associates, LLC, an institutional investor.
D. Government Contracts and Grants
The Company does not currently have any government contracts or grants in effect. The Company has applied for certain Small Business Innovation Research (SBIR) grants from the National Institutes of Health (NIH), but no awards have been received to date. We note that if the Company does receive government funding in the future, such funding may impose certain obligations and restrictions on the Company's operations, intellectual property, and financial reporting, including march-in rights under the Bayh-Dole Act with respect to inventions made with government support. These considerations would need to be evaluated at the time any award is received.
VI. Outstanding Indebtedness
A. Convertible Notes
As described in Section III.E above, the Company has outstanding convertible promissory notes in the aggregate principal amount of $2,100,000, issued pursuant to the Convertible Note Purchase Agreement dated September 12, 2023. These notes, together with accrued interest of approximately $253,750, will convert into shares of Series Seed Preferred Stock at the closing of the Financing in accordance with their terms. Following such conversion, the Company will have no outstanding convertible debt.
B. Other Debt
Based on our review of the Company's financial records, representations by management, and confirmation from the Company's auditors at Graystone & Pallister CPAs, LLP, we have confirmed that, other than the convertible notes described above, the Company has no outstanding bank loans, lines of credit, term loans, equipment financing arrangements, capital leases, or other material indebtedness. The Company has not entered into any guarantees, suretyship arrangements, or indemnification obligations that would give rise to contingent liabilities.
Cash Position and Burn Rate. The Company's monthly cash burn rate is approximately $185,000, which reflects current personnel costs, facility expenses, equipment and supplies expenditures, and professional fees. As of the date of this memorandum, the Company has approximately $1,400,000 in cash on hand, representing approximately 7.5 months of runway at the current burn rate. The Financing is expected to close on February 9, 2026, at which time the Company will receive approximately $12,000,000 in gross proceeds from the new money investors, providing the Company with substantial additional runway to fund its operations and development activities.
VII. Employment Matters
A. Headcount and Structure
As of the date of this memorandum, the Company has 18 full-time employees. The Company's workforce is organized into the following functional areas: executive management, research and development (including assay development, engineering, and software), operations, and general and administrative. The majority of the Company's employees are based at the Company's principal office in Cambridge, Massachusetts, with a small number of employees working remotely from other locations within the United States.
Key management personnel include:
• Dr. Priya Ramaswamy — Co-Founder, Chief Executive Officer, and President
• Dr. Julian Ochoa — Co-Founder and Chief Technology Officer
• Nadia Chen — Vice President of Operations
The Company does not engage any independent contractors or consultants on a full-time or near-full-time basis. The Company has from time to time engaged independent contractors for discrete projects, and we have reviewed the classification of such engagements and have not identified any material worker classification issues.
B. Employment Agreements
We have reviewed the employment agreements and/or offer letters in place for all key employees of the Company, including the founders and Ms. Chen. All employees of the Company are employed on an at-will basis, and no fixed-term employment contracts have been identified. The offer letters reviewed contain standard provisions regarding position, compensation, benefits eligibility, at-will status, and references to the Company's standard confidentiality and invention assignment obligations.
No employment agreements contain provisions for guaranteed bonuses, severance payments, or change-of-control payments that would be triggered by the Financing. We note that as the Company grows and recruits additional senior management, it may be appropriate to implement more formal executive employment agreements that include provisions addressing severance, change-of-control benefits, and restrictive covenants, in each case subject to Board approval and consistent with the governance provisions of the transaction documents.
C. Proprietary Information and Inventions Assignment Agreements (PIIAs)
We have reviewed the Company's standard form of Proprietary Information and Inventions Assignment Agreement (PIIA), as well as the executed PIIAs on file for the Company's employees. The PIIAs contain customary provisions, including:
(a) Invention Assignment: Assignment to the Company of all inventions, works of authorship, developments, and improvements conceived, created, or reduced to practice during the employee's employment and related to the Company's business or resulting from the use of Company resources;
(b) Confidentiality: Obligations to maintain the confidentiality of the Company's proprietary information during and after employment;
(c) Non-Solicitation: Restrictions on the solicitation of the Company's employees and customers for a period of twelve months following termination of employment; and
(d) Return of Materials: Obligations to return all Company materials, documents, and property upon termination of employment.
We have confirmed that executed PIIAs are on file for Dr. Ramaswamy, Dr. Ochoa, and Nadia Chen, and that these agreements have been properly executed and contain the standard provisions described above. Executed PIIAs are also on file for substantially all other current employees of the Company.
However, we have identified a small number of employees — specifically, three individuals who were recently hired in the fourth quarter of 2025 — for whom executed PIIAs have been circulated but have not yet been returned in fully executed form. The Company has represented that these employees have been provided with the standard form of PIIA and that collection of the executed agreements is in process.
As a condition to closing of the Financing, the Company will be required to confirm that all employees have executed PIIAs in a form satisfactory to the investors. This is a standard closing condition for venture financings and is intended to ensure that the Company has clear ownership of all intellectual property created by its employees.
D. Non-Competition Agreements
The Company does not maintain standalone non-competition agreements with any of its employees. We note that the Commonwealth of Massachusetts, where the Company's principal office is located and where the majority of its employees are based, enacted the Massachusetts Noncompetition Agreement Act (M.G.L. c. 149, § 24L), effective October 1, 2018, which imposes significant restrictions on the enforceability of post-employment non-competition agreements, including requirements for garden leave pay, limitations on duration, and exclusions for certain categories of employees. Given these restrictions, the Company's decision not to impose post-employment non-competition obligations is consistent with current market practice for Massachusetts-based companies.
The PIIAs used by the Company do contain non-solicitation covenants, as described above, which are generally enforceable in Massachusetts and which provide the Company with some degree of protection against the loss of key employees and business relationships.
E. Employee Benefits
The Company maintains a standard employee benefits package, which includes group health insurance coverage and a 401(k) retirement savings plan. The Company does not sponsor a defined benefit pension plan, a deferred compensation arrangement, or any other post-retirement benefit program.
No unusual compensation arrangements, retention bonuses, stay bonuses, or guaranteed severance obligations have been identified. The Company's 401(k) plan does not currently include an employer matching contribution, though management has indicated that a matching contribution may be considered in the future as the Company's financial resources permit.
F. Labor Relations
The Company is not a party to any collective bargaining agreement, and none of its employees are represented by a labor union or other organized labor group. No union organizing activity has been reported or identified. There are no pending or threatened employment-related claims, grievances, disputes, charges of discrimination or harassment, wage-and-hour claims, or other employment-related legal proceedings involving the Company. The Company has represented that it has not received any demand letters, EEOC charges, or state agency complaints related to employment matters.
VIII. Litigation and Disputes
Based on our review of the Company's records, representations by management, a litigation search conducted in applicable federal and state court databases, and confirmation from Company counsel at Whitfield & Ames LLP, we have confirmed the following:
• There is no pending litigation, arbitration, mediation, administrative proceeding, or governmental investigation involving the Company, whether as plaintiff, defendant, respondent, or otherwise.
• There are no threatened claims, pre-litigation demands, cease-and-desist letters, or other communications from third parties that could reasonably be expected to give rise to a legal proceeding against the Company.
• There are no outstanding judgments, orders, injunctions, decrees, or consent agreements against the Company or any of its officers or directors in their capacity as such.
• The Company has not been the subject of any investigation by any federal, state, or local governmental authority, regulatory body, or self-regulatory organization.
The absence of litigation history is consistent with the Company's early stage of development and limited commercial operations to date. As the Company moves toward commercialization of the MeridianPulse platform and engages with a broader range of customers, suppliers, and regulatory bodies, the litigation risk profile may evolve, and the Company should ensure that it maintains adequate insurance coverage and legal support to address potential claims.
IX. Regulatory Compliance
A. Securities Law
The proposed offering and sale of Series Seed Preferred Stock in the Financing is intended to be exempt from registration under Section 5 of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to the exemption provided by Regulation D, Rule 506(b), promulgated thereunder. Rule 506(b) permits the sale of securities to an unlimited number of accredited investors and up to 35 non-accredited but sophisticated investors, without general solicitation or advertising.
All investors participating in the Financing are accredited investors as defined in Rule 501(a) of Regulation D. The Company has confirmed that no general solicitation or general advertising has been conducted in connection with the offering. Each investor will be required to complete an accredited investor questionnaire and make customary investment representations in the Series Seed Preferred Stock Purchase Agreement.
In accordance with Rule 503 of Regulation D, the Company is required to file a Form D (Notice of Exempt Offering of Securities) with the Securities and Exchange Commission within 15 calendar days after the first sale of securities in the offering. Based on the anticipated closing date of February 9, 2026, the Form D filing deadline is February 24, 2026.
In addition to the federal Form D filing, the Company will be required to make blue sky notice filings in the states in which investors are located, to the extent required by applicable state securities laws. Based on the current investor list, we have identified the following states in which notice filings will be required: California, Massachusetts, New York, and Texas. We will coordinate with Company counsel at Whitfield & Ames LLP to ensure timely completion of all required federal and state filings.
B. Healthcare / Diagnostics Regulatory
The MeridianPulse platform is currently in the pre-commercial development stage. The Company has not yet submitted any applications to the U.S. Food and Drug Administration (FDA) for 510(k) clearance, premarket approval (PMA), or de novo classification of the MeridianPulse device. The Company has not received any communications from the FDA, and no FDA inspections of the Company's facilities have been conducted.
The Company's current activities are limited to research and development, including internal assay development, prototype fabrication, and bench-top testing. The Company is not currently conducting any clinical studies involving human subjects or processing patient samples, and accordingly, the Company's current activities do not trigger the requirements of the Clinical Laboratory Improvement Amendments of 1988 (CLIA) or any state laboratory licensure requirements.
We note that the regulatory pathway for the MeridianPulse platform will be a significant consideration for the Company's development strategy and for subsequent financing rounds. Based on preliminary discussions with management, the Company anticipates that the MeridianPulse platform may be eligible for the FDA's 510(k) pathway (if a suitable predicate device can be identified) or, alternatively, the de novo classification pathway for novel devices that do not have an existing predicate. The regulatory strategy, timeline, and associated costs should be carefully evaluated as part of the Company's business planning process.
C. Data Privacy and HIPAA
A comprehensive assessment of the Company's data privacy and security practices has been addressed in a separate Privacy & Data Security Diligence Memorandum dated January 28, 2026, prepared by Kevin Ostrowski and provided to Cobalt Ventures under separate cover.
At the current stage of the Company's operations, the Company does not collect, process, store, or transmit protected health information (PHI) from patients, as the MeridianPulse platform is in the pre-commercial development stage and has not been deployed in any clinical or patient-care setting. Accordingly, the Company is not currently subject to the Health Insurance Portability and Accountability Act of 1996 (HIPAA) or the HIPAA Privacy Rule, Security Rule, or Breach Notification Rule.
However, we note that as the Company progresses toward clinical studies and eventual commercialization, it will need to establish a comprehensive data governance framework that addresses HIPAA compliance, state data privacy laws, and applicable international data protection regulations (including, to the extent applicable, the EU General Data Protection Regulation). We recommend that the Company begin developing its data privacy and security infrastructure in advance of any clinical studies that involve the collection or processing of patient data.