1004-00001 · Client 1004 · Regulatory Filings

blue-sky-filing-memo.docx DOCUMENT M&A / Corporate

21 / 38 ← → ✕

PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP INTEROFFICE MEMORANDUM

TO: Kevin Ostrowski, Partner, Calderwood & Harkness LLP Morgan Tsai, Vice President of Legal Affairs, Cobalt Ventures LP

FROM: Leila Nazari, Associate, Calderwood & Harkness LLP

DATE: February 9, 2026

RE: State Blue Sky Notice Filing Requirements — Series Seed Preferred Stock Financing of Meridian Diagnostics, Inc.

MATTER NO.: 1004-00001

This memorandum is a privileged and confidential attorney work product prepared in connection with the legal representation of Cobalt Ventures LP and its affiliates. It is intended solely for the use of the addressees and should not be disclosed to third parties without the prior written consent of Calderwood & Harkness LLP.

I. Executive Summary

The purpose of this memorandum is to summarize the state-level "blue sky" notice filing requirements applicable in connection with the sale of Series Seed Preferred Stock of Meridian Diagnostics, Inc. (the "Company"), a Delaware C-corporation headquartered at 225 Binney Street, Suite 400, Cambridge, Massachusetts 02142. This memorandum identifies each state in which a notice filing is required, describes the applicable forms, fees, and deadlines, and sets forth recommended action items to ensure full and timely compliance with all applicable state securities laws.

Transaction Overview. The Company has completed a $12,000,000 Series Seed Preferred Stock financing (the "Offering"), with simultaneous signing and closing occurring on February 9, 2026. In connection with the Offering, the Company has sold 4,479,981 shares of Series Seed Preferred Stock at a price of $2.6786 per share to four institutional and syndicate investors. In addition, the Company has issued approximately 1,098,362 shares of Series Seed Preferred Stock upon the automatic conversion of outstanding convertible promissory notes in an aggregate principal amount of $2,100,000 (plus $253,750 in accrued interest, for a total conversion amount of approximately $2,353,750), held by two noteholders: Dr. Margaret Liu and Clearwater Bridge Associates, LLC. The total number of shares of Series Seed Preferred Stock outstanding following the closing of the Offering, inclusive of conversion shares, is approximately 5,578,343 shares.

Exemption from Federal Registration. All purchasers in the Offering are "accredited investors" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Offering is exempt from federal registration under Regulation D, Rule 506(b) of the Securities Act. No general solicitation or general advertising was conducted in connection with the Offering.

Federal Preemption under NSMIA. Under the National Securities Markets Improvement Act of 1996 ("NSMIA"), codified in Section 18 of the Securities Act, securities sold in transactions exempt under Rule 506 are designated "covered securities." As covered securities, such shares are preempted from state-level substantive registration and qualification requirements. States may not impose merit review or other conditions on the sale of covered securities. However, NSMIA expressly preserves the authority of individual states to require notice filings and to collect filing fees for offerings of covered securities conducted within their respective borders. Section 18(c)(2) of the Securities Act authorizes states to require the filing of (a) a copy of the Form D filed with the Securities and Exchange Commission (the "SEC"), (b) a consent to service of process, and (c) a filing fee, in each case not exceeding the amounts and conditions set forth in applicable state law.

Jurisdictions Requiring Notice Filings. Based on the locations of the investors participating in the Offering, the locations of the convertible noteholders whose notes have converted into equity, and the location of the Company's principal office, we have identified four states that require notice filings in connection with the Offering: California, Massachusetts, New York, and Texas. The basis for each state's jurisdictional nexus is described in detail in Section II below, and the specific filing requirements for each state are set forth in Section IV.

Filing Deadline. Each of the four identified states requires that its respective notice filing be completed within fifteen (15) calendar days after the first sale of securities in that state. Because the first sale date for the Offering is February 9, 2026, the general filing deadline across all four states is February 24, 2026.

SEC Form D. Separately, a Form D must be filed electronically with the SEC via the EDGAR system within fifteen (15) days of the first sale of securities in the Offering. The deadline for the federal Form D filing is also February 24, 2026. A draft of the Form D has been separately prepared by this office and is available for review (refer to form-d-draft.docx). The SEC Form D filing is discussed in further detail in Section VI of this memorandum.

II. Investors and Jurisdictional Nexus

The following table identifies each investor in the Offering (including converting noteholders), the investor's state of principal office or residence, the amount of such investor's capital commitment or conversion amount, the approximate number of shares of Series Seed Preferred Stock issued to such investor, and the state or states in which a notice filing is required as a result of such investor's participation.

A. Primary Investors (New Money)

B. Converting Noteholders

Total shares issued: Approximately 5,578,343 shares of Series Seed Preferred Stock.

C. Jurisdictional Nexus Analysis

The basis for each state's notice filing requirement is as follows:

California. Two investors participating in the Offering maintain their principal offices in the State of California: Cobalt Ventures Fund III, LP, which is managed by Cobalt Ventures LP and maintains its principal office at 2400 Sand Hill Road, Suite 310, Menlo Park, California 94025; and Thornfield Capital Partners, LP, which maintains its principal office at 555 Montgomery Street, Suite 1200, San Francisco, California 94111. The aggregate amount of securities sold to California-based investors is $9,000,000 (representing 3,359,986 shares). California's notice filing requirement is triggered by the sale of securities to investors located within the state.

Massachusetts. The Company's principal office is located at 225 Binney Street, Suite 400, Cambridge, Massachusetts 02142. In addition, Dr. Margaret Liu, a convertible noteholder whose notes are converting into Series Seed Preferred Stock in connection with the Offering, resides at 14 Chestnut Hill Road, Wellesley, Massachusetts 02481. Massachusetts requires notice filings for offerings in which the issuer maintains its principal office in the state and for offerings in which securities are sold to residents of Massachusetts. The conversion of Dr. Liu's convertible notes into equity is treated as a "sale" of securities in Massachusetts for blue sky purposes, which provides an independent basis for the Massachusetts filing in addition to the Company's headquarters nexus.

New York. One primary investor, Pinewood Health Ventures, LLC, maintains its principal office at 450 Park Avenue, 18th Floor, New York, New York 10022. In addition, Clearwater Bridge Associates, LLC, a converting noteholder, maintains its principal office at 90 Broad Street, Suite 1400, New York, New York 10004. The aggregate amount of securities sold or issued to New York-based parties is approximately $3,410,179 (including both the primary investment by Pinewood and the conversion amount attributable to Clearwater Bridge). New York's notice filing requirement is triggered by the sale or issuance of securities to investors or noteholders located within the state.

Texas. One investor, Atlas Point Angel Syndicate, LLC, maintains its principal office at 1100 Congress Avenue, Suite 750, Austin, Texas 78701. The aggregate amount of securities sold to Texas-based investors is $600,000 (representing 223,999 shares). The Texas notice filing requirement is triggered by the sale of securities to investors located within the state.

Delaware. Although the Company is incorporated in Delaware and several of the investor entities are organized under Delaware law, Delaware does not require a separate blue sky notice filing for Rule 506 offerings. No action is required in Delaware.

Other States. Based on the current investor list and the Company's operations, no other states have been identified as requiring notice filings in connection with the Offering. If additional investors are subsequently added or if the Offering is extended, additional state notice filing requirements should be reassessed at that time.

III. Federal Preemption Framework — NSMIA and Rule 506(b)

This Section provides an overview of the federal preemption framework governing the interaction between federal and state securities laws as applicable to the Offering.

A. NSMIA and "Covered Securities"

The National Securities Markets Improvement Act of 1996 ("NSMIA") was enacted to create a uniform national securities regulatory framework and to eliminate the burden of duplicative state-by-state registration for certain categories of securities offerings. NSMIA added Section 18 to the Securities Act, which designates certain securities as "covered securities" and preempts state-level substantive registration and qualification requirements for such securities.

Under Section 18(b)(4)(D) of the Securities Act (as renumbered by the Dodd-Frank Wall Street Reform and Consumer Protection Act), a security is a "covered security" with respect to a transaction if the transaction is exempt from federal registration under Rule 506 of Regulation D. Because the Offering is conducted in reliance on the exemption from registration provided by Rule 506(b) of Regulation D, the shares of Series Seed Preferred Stock sold in the Offering are "covered securities" under Section 18 of the Securities Act.

B. Preemption of State Registration Requirements

Section 18(a) of the Securities Act provides that, with respect to covered securities, no law, rule, regulation, or order of any state requiring the registration or qualification of securities, or the registration or qualification of securities transactions, shall directly or indirectly apply to a covered security. This preemption applies broadly to all state substantive merit review requirements, conditions, or qualifications that might otherwise be imposed on the sale of securities within a state's jurisdiction.

As a result, none of the four identified states (California, Massachusetts, New York, or Texas) may require the Company to register or qualify the Series Seed Preferred Stock, or to satisfy any substantive merit-based review process, as a condition to the sale of such shares within their borders.

C. Preservation of State Notice Filing Authority

Notwithstanding the broad preemption described above, Section 18(c)(2) of the Securities Act expressly preserves the authority of states to require notice filings in connection with the sale of covered securities within their borders. Specifically, Section 18(c)(2) authorizes states to require:

(a) the filing of a copy of the Form D filed with the SEC in connection with the offering;

(b) the filing of a consent to service of process, designating the appropriate state official as the issuer's agent for service of process in connection with any action arising under the securities laws of that state; and

Importantly, states may not impose any requirements beyond the foregoing in connection with offerings of covered securities. States may not, for example, require the issuer to submit offering documents for substantive review, impose conditions on the terms of the offering, or require investor suitability determinations beyond those established under federal law.

D. Issuer Responsibility

The Company, as the issuer of the securities, bears primary responsibility for making all required state notice filings. While investor counsel may assist in identifying filing requirements and deadlines, the obligation to prepare, submit, and pay the associated fees for state notice filings rests with the Company. In the case of the Offering, the Company is represented by Whitfield & Ames LLP (Catherine Devereaux and Thomas Whitaker), and we will coordinate with Company counsel to ensure that all filings are made on a timely basis.

All four identified states — California, Massachusetts, New York, and Texas — have adopted notice filing regimes consistent with NSMIA. The specific requirements for each state are set forth in detail in Section IV below.

IV. State-by-State Filing Requirements

This Section describes, on a state-by-state basis, the governing law, filing authority, required forms, filing fees, deadlines, required attachments, and special considerations applicable to each of the four identified jurisdictions.

A. California

Governing Law. California Corporations Code § 25102.1; California Code of Regulations, Title 10, § 260.102.14.

Filing Authority. California Department of Financial Protection and Innovation ("DFPI"), formerly known as the Department of Business Oversight. The DFPI is the primary state regulatory authority responsible for administering California's securities laws and processing notice filings for offerings of covered securities under Rule 506.

Filing Form. The Company must file a California Form D-Notice, which is the state's own supplemental form required in addition to the federal Form D. The California Form D-Notice must be accompanied by a copy of the SEC Form D as filed with the SEC (or, if the SEC Form D has not yet been filed at the time of the state filing, a copy of the Form D as proposed to be filed). The California Form D-Notice requires basic information about the issuer, the offering, the exemption relied upon, and the amount of securities sold to California-based investors.

Filing Fee. The filing fee is $300 for offerings in which the aggregate amount sold to California-based investors does not exceed $500,000. For offerings in which the aggregate California sales exceed $500,000, the fee is $300 plus a graduated amount based on the total dollar value of securities sold in California. Given that the aggregate amount of securities sold to California-based investors in the Offering is $9,000,000 (consisting of $7,200,000 to Cobalt Ventures Fund III, LP and $1,800,000 to Thornfield Capital Partners, LP), the estimated filing fee is approximately $300 to $600. The current DFPI fee schedule should be confirmed prior to submission to ensure accuracy of the fee calculation.

Filing Deadline. The California notice filing must be completed within fifteen (15) calendar days after the first sale of securities in California. Because the first sale in California occurred on February 9, 2026, the filing deadline is February 24, 2026.

Required Exhibits and Attachments. The following items must be submitted with the California notice filing:

(i) A completed California Form D-Notice;

(ii) A copy of the SEC Form D (as filed or as proposed to be filed with the SEC);

(iii) A Consent to Service of Process, in the form of Form U-2 or its equivalent, designating the California Commissioner of Financial Protection and Innovation as the Company's agent for service of process in connection with any action arising under the California Corporate Securities Law of 1968; and

(iv) Payment of the applicable filing fee.

Special Notes. California requires the issuer, not the investors, to file the notice. There is no separate investor filing requirement under California law for offerings of covered securities under Rule 506. If the SEC Form D has not yet been filed with the SEC at the time the California notice filing is submitted, the Company should submit a copy of the Form D as proposed to be filed; the state filing may also be made simultaneously with the SEC filing. Two investors are California-based: Cobalt Ventures Fund III, LP, with its principal office in Menlo Park, and Thornfield Capital Partners, LP, with its principal office in San Francisco. Both investors are accredited investors under Rule 501(a).

Action Items. Prepare the California Form D-Notice and coordinate with Whitfield & Ames LLP (Catherine Devereaux and Thomas Whitaker) as Company counsel to ensure that the Company makes the filing on a timely basis. Confirm the applicable fee amount under the current DFPI fee schedule. Provide a copy of the filed or proposed SEC Form D and a completed Form U-2 to Company counsel for inclusion with the California filing.

B. Massachusetts

Governing Law. Massachusetts General Laws ch. 110A, § 402(b)(10); 950 CMR 14.402.

Filing Authority. Massachusetts Securities Division, Office of the Secretary of the Commonwealth. The Securities Division administers the Massachusetts Uniform Securities Act and processes notice filings for offerings of covered securities conducted within the Commonwealth.

Filing Form. The Company must file a copy of the Uniform Form D (i.e., a copy of the SEC Form D filing) together with a state-specific cover page required by the Massachusetts Securities Division. Massachusetts accepts the federal Form D as the primary filing document and does not require a separate, state-specific supplemental form beyond the cover page.

Filing Fee. The filing fee for Regulation D, Rule 506 notice filings in Massachusetts is a flat fee of $300, regardless of the aggregate amount of securities sold within the Commonwealth.

Filing Deadline. The Massachusetts notice filing must be completed within fifteen (15) calendar days after the first sale of securities in Massachusetts. Because the first sale in Massachusetts occurred on February 9, 2026 (the date of the convertible note conversion by Dr. Margaret Liu, a Massachusetts resident), the filing deadline is February 24, 2026.

Required Exhibits and Attachments. The following items must be submitted with the Massachusetts notice filing:

(i) A copy of the SEC Form D (as filed with the SEC);

(ii) A state-specific cover page as required by the Massachusetts Securities Division;

(iii) A Consent to Service of Process (Form U-2), designating the Secretary of the Commonwealth of Massachusetts as the Company's agent for service of process in connection with any action arising under the Massachusetts Uniform Securities Act; and

(iv) Payment of the filing fee of $300.

Special Notes. The Massachusetts notice filing is triggered by two independent bases of jurisdictional nexus. First, the Company's principal office is located at 225 Binney Street, Suite 400, Cambridge, Massachusetts 02142. Massachusetts requires notice filings for offerings by issuers that maintain their principal office within the Commonwealth, regardless of whether securities are sold to Massachusetts residents. Second, Dr. Margaret Liu, a convertible noteholder residing at 14 Chestnut Hill Road, Wellesley, Massachusetts 02481, has converted her outstanding convertible promissory notes (with a principal amount of $1,200,000 plus pro rata accrued interest) into approximately 627,408 shares of Series Seed Preferred Stock in connection with the Offering. Under most state interpretations, including the prevailing view under Massachusetts securities law, the conversion of a convertible promissory note into equity constitutes a "sale" of the conversion shares for blue sky purposes. This conversion therefore triggers an independent obligation to file a notice in Massachusetts based on the sale of securities to a Massachusetts resident.

The Company should confirm with Massachusetts counsel, if any doubt exists, that the note conversion is treated as a sale for purposes of the state's notice filing requirements. In our view, the better practice is to include the conversion shares in the Massachusetts notice filing to ensure full compliance.

Action Items. File the Massachusetts notice with the Securities Division of the Office of the Secretary of the Commonwealth. Coordinate with Whitfield & Ames LLP (Company counsel) to ensure timely filing. Provide a copy of the SEC Form D and a completed Form U-2 for inclusion with the Massachusetts filing.

C. New York

Governing Law. New York General Business Law ("Martin Act") § 359-ff(2); 13 NYCRR § 11.4.

Filing Authority. New York State Department of Law, Investor Protection Bureau, Office of the Attorney General. New York is notable in that the notice filing authority for securities offerings resides with the Attorney General's office rather than a dedicated securities commission, reflecting the historical role of the Martin Act in New York securities regulation.

Filing Form. The Company must file a copy of the SEC Form D together with New York State Form 99 (the "Supplemental Filing Form"). Form 99 is the state's supplemental disclosure form that requires additional information about the issuer, the offering, and the investors. The Company must complete Form 99 and submit it together with the SEC Form D and accompanying attachments.

Filing Fee. The filing fee in New York is based on the aggregate amount of securities sold to New York-based investors. The fee schedule is as follows:

• For offerings in which the aggregate amount sold to New York investors is up to $500,000: $300;

• For offerings in which the aggregate amount sold to New York investors is between $500,001 and $5,000,000: $1,200;

• For offerings in which the aggregate amount sold to New York investors exceeds $5,000,000: $1,200 (the current fee schedule should be confirmed to determine whether additional fees apply for larger offerings).

In the present Offering, the aggregate amount of securities sold or issued to New York-based parties is approximately $3,410,179, consisting of the $2,400,000 investment by Pinewood Health Ventures, LLC and the approximately $1,010,179 conversion amount attributable to Clearwater Bridge Associates, LLC (consisting of $900,000 in principal plus pro rata accrued interest). Based on the foregoing, the estimated New York filing fee is $1,200. The current fee schedule should be confirmed with the Investor Protection Bureau prior to submission.

Filing Deadline. The New York notice filing must be completed within fifteen (15) calendar days after the first sale of securities in New York. Because the first sale in New York occurred on February 9, 2026, the filing deadline is February 24, 2026.

Required Exhibits and Attachments. The following items must be submitted with the New York notice filing:

(i) A copy of the SEC Form D (as filed with the SEC);

(ii) A completed New York State Form 99 (Supplemental Filing Form);

(iii) A Consent to Service of Process (Form U-2), designating the New York Secretary of State as the Company's agent for service of process in connection with any action arising under the Martin Act;

(iv) Payment of the applicable filing fee; and

(v) Any amendments to the Form D, if applicable.

Special Notes. Two parties with a New York nexus are participating in the Offering. Pinewood Health Ventures, LLC, a primary investor, maintains its principal office at 450 Park Avenue, 18th Floor, New York, New York 10022, and has committed $2,400,000 to the Offering. Clearwater Bridge Associates, LLC, a convertible noteholder, maintains its principal office at 90 Broad Street, Suite 1400, New York, New York 10004, and its convertible promissory notes (with a principal amount of $900,000 plus pro rata accrued interest) are converting into approximately 470,954 shares of Series Seed Preferred Stock. As noted above in the Massachusetts discussion, the conversion of convertible notes into equity is generally treated as a "sale" for state blue sky purposes, and the New York notice filing should include the conversion shares issued to Clearwater Bridge.

Action Items. Prepare New York State Form 99 and file the notice with the New York State Department of Law, Investor Protection Bureau. Coordinate with Whitfield & Ames LLP (Company counsel) to ensure timely filing. Confirm the applicable fee amount under the current New York fee schedule. Provide a copy of the SEC Form D and a completed Form U-2 for inclusion with the New York filing.

D. Texas

Governing Law. Texas Securities Act § 5.H (Tex. Gov't Code Ann. § 4007.056); Texas Administrative Code, Title 7, Part 8, Chapter 139.

Filing Authority. Texas State Securities Board. The Texas State Securities Board is the primary regulatory authority responsible for administering the Texas Securities Act and processing notice filings for offerings of covered securities within the State of Texas.

Filing Form. The Company must file a copy of the SEC Form D together with the Texas Notice Filing form (Form 133.28 or its equivalent). The Texas Notice Filing form requires basic information about the issuer, the offering, the exemption relied upon, and the amount of securities sold to Texas-based investors. The form is submitted to the Texas State Securities Board along with the required attachments.

Filing Fee. The filing fee in Texas is calculated as one-tenth of one percent (1/10 of 1%, or 0.001) of the aggregate amount of securities sold in Texas, subject to a minimum fee of $500. In the present Offering, the only Texas-based investor is Atlas Point Angel Syndicate, LLC, which has committed $600,000 to the Offering. The Texas filing fee is therefore calculated as follows:

$600,000 × 0.001 = $600

Because the calculated fee of $600 exceeds the $500 minimum, the filing fee for the Texas notice filing is $600.

Filing Deadline. The Texas notice filing must be completed within fifteen (15) calendar days after the first sale of securities in Texas. Because the first sale in Texas occurred on February 9, 2026, the filing deadline is February 24, 2026.

Required Exhibits and Attachments. The following items must be submitted with the Texas notice filing:

(i) A copy of the SEC Form D (as filed with the SEC);

(ii) A completed Texas Notice Filing form (Form 133.28 or equivalent);

(iii) A Consent to Service of Process, designating the Texas Securities Commissioner as the Company's agent for service of process in connection with any action arising under the Texas Securities Act; and

(iv) Payment of the filing fee of $600.

Special Notes. Atlas Point Angel Syndicate, LLC is the sole Texas-based investor in the Offering. The syndicate is managed by Victor Dominguez and maintains its principal office at 1100 Congress Avenue, Suite 750, Austin, Texas 78701. The syndicate's commitment to the Offering is $600,000, representing 223,999 shares of Series Seed Preferred Stock. No other investors or noteholders are located in Texas.

Action Items. Prepare the Texas Notice Filing form and file the notice with the Texas State Securities Board. Coordinate with Whitfield & Ames LLP (Company counsel) to ensure timely filing. Confirm the applicable fee amount and arrange for payment. Provide a copy of the SEC Form D and a completed Consent to Service of Process for inclusion with the Texas filing.

V. Summary Filing Schedule and Fee Estimate

The following table provides a consolidated summary of the notice filing requirements across all four identified jurisdictions, including the required forms, estimated filing fees, filing deadlines, responsible parties, and the jurisdictional nexus for each filing.

All filing deadlines fall on February 24, 2026, which is fifteen (15) calendar days after the first sale date of February 9, 2026. The total estimated filing fees across all four states are approximately $2,400 to $2,700, depending on the final determination of the California fee under the DFPI's current graduated fee schedule. These fees are an expense of the Company and should be included in the Company's transaction cost budget for the Offering.

VI. Coordination with SEC Form D Filing

A. Federal Form D Requirements

Under Rule 503 of Regulation D, the Company is required to file a Form D with the SEC electronically via the EDGAR filing system within fifteen (15) days after the first sale of securities in the Offering. Because the first sale date is February 9, 2026, the deadline for the federal Form D filing is February 24, 2026. The Form D is a brief notice filing that provides basic information about the issuer, the offering, the exemption relied upon, and the investors participating in the offering.

The key information to be reported on the Form D includes the following:

• Issuer: Meridian Diagnostics, Inc., EIN 93-4127856, a Delaware corporation with its principal office at 225 Binney Street, Suite 400, Cambridge, Massachusetts 02142.

• Total Offering Amount: $12,000,000 in new capital, plus conversion shares issued upon the conversion of approximately $2,353,750 in outstanding convertible notes (approximately 1,098,362 additional shares of Series Seed Preferred Stock). The Company should confirm with counsel whether the note conversion shares should be separately reported on the Form D or included in the total offering amount. In our view, the conversion shares should be included on the Form D to ensure completeness and consistency with state filings, though reasonable practitioners may differ on this point.

• Exemption Claimed: Rule 506(b) of Regulation D under the Securities Act.

• Investor Status: All investors in the Offering are accredited investors under Rule 501(a) of Regulation D. No non-accredited investors participated in the Offering.

• First Sale Date: February 9, 2026.

B. Form D Draft

A draft of the Form D has been separately prepared by this office and is available for review. Please refer to the file titled form-d-draft.docx for the current draft. The Form D draft should be reviewed and finalized by the Company and its counsel prior to filing.

C. Coordination of Federal and State Filings

The state notice filings described in this memorandum should be made simultaneously with or promptly following the SEC Form D filing. There are several reasons for this coordination:

• Consistency of Information. Each state notice filing requires the submission of a copy of the SEC Form D. To ensure consistency in the information reported to state regulators, the state filings should reference and attach the same Form D that is filed with the SEC.

• Filing Receipt Requirements. Some states accept or require the SEC's EDGAR filing receipt or confirmation as an attachment to the state notice filing. If the SEC Form D is filed before the state filings are submitted, the EDGAR filing receipt can be included with each state filing as proof of the federal filing.

• Timing. The deadline for both the federal Form D filing and the state notice filings is February 24, 2026. To ensure that all filings are completed by this deadline, the Company should plan to file the SEC Form D no later than February 20, 2026 to allow sufficient time for the state filings to be prepared and submitted with a copy of the filed Form D attached.

We will coordinate with Whitfield & Ames LLP to ensure that the timing of the federal and state filings is aligned and that all filings are completed by the applicable deadlines.

VII. Additional Considerations

A. Late Filing Penalties

Failure to timely file state notice filings may result in significant adverse consequences. While NSMIA preempts state substantive registration requirements, the failure to comply with state notice filing obligations — which are expressly preserved under NSMIA — can result in state enforcement actions, civil penalties, and fines. In certain states, late or missing notice filings may give rise to rescission rights for investors, meaning that investors may have the right to demand the return of their investment. Additionally, some states impose late filing penalties, surcharges, or interest on overdue fees.

To avoid these potential consequences, all state notice filings should be completed by the February 24, 2026 deadline. If, for any reason, a filing cannot be completed by the deadline, Company counsel should promptly contact the applicable state filing authority to determine the consequences of a late filing and the availability of any grace period or cure mechanism.

B. Ongoing Amendments

If any amendment to the Form D is filed with the SEC — for example, to report additional sales of securities in the Offering, to correct information previously reported, or to file the required annual update under Rule 503(a) — corresponding amendments should be filed with each state in which a notice filing has been made. The Company should calendar these amendment obligations and ensure that state filing authorities receive updated information on a timely basis. Failure to file required amendments may result in the same adverse consequences described above for late filings.

C. Delaware

As the Company's state of incorporation and the jurisdiction of organization for most of the investor entities participating in the Offering, Delaware is a potentially relevant jurisdiction. However, Delaware does not require a separate blue sky notice filing for offerings of covered securities under Rule 506. Accordingly, no action is required in Delaware in connection with the Offering.

D. Other States

No states other than California, Massachusetts, New York, and Texas have been identified as requiring notice filings based on the current investor list and the Company's operations. This analysis is based on the addresses and states of residence or principal office of the investors and converting noteholders as set forth in Section II above. If additional investors are added to the Offering, if the Offering is extended to include additional closings, or if the Company's operations expand into other states, the blue sky filing analysis should be reassessed to determine whether additional state filings are required.

E. Convertible Note Conversion

As discussed in Sections II and IV above, the conversion of the $2,100,000 in outstanding convertible promissory notes (plus $253,750 in accrued interest, for a total conversion amount of approximately $2,353,750) into approximately 1,098,362 shares of Series Seed Preferred Stock should be evaluated as a "sale" for state blue sky purposes. The two converting noteholders are:

• Dr. Margaret Liu — 14 Chestnut Hill Road, Wellesley, Massachusetts 02481 (individual noteholder; principal amount of $1,200,000 plus pro rata accrued interest; approximately 627,408 conversion shares); and

• Clearwater Bridge Associates, LLC — 90 Broad Street, Suite 1400, New York, New York 10004 (entity noteholder; principal amount of $900,000 plus pro rata accrued interest; approximately 470,954 conversion shares).

Under the prevailing interpretation in most states, the automatic conversion of a convertible promissory note into equity securities constitutes a "sale" of the conversion shares for purposes of state securities laws, including state blue sky notice filing requirements. This interpretation is based on the principle that the issuance of equity securities in exchange for the cancellation of indebtedness represents a new transaction involving the offer and sale of securities, even though no new cash consideration is exchanged at the time of conversion.

Accordingly, the Massachusetts notice filing should include the conversion shares issued to Dr. Liu, and the New York notice filing should include the conversion shares issued to Clearwater Bridge Associates, LLC. Both filings have been structured to capture these conversion transactions, as reflected in the filing descriptions set forth in Sections IV.B and IV.C above.

F. Filing Responsibility

The Company, Meridian Diagnostics, Inc., is responsible for making all state notice filings in connection with the Offering. The Company is represented by Whitfield & Ames LLP, with Catherine Devereaux and Thomas Whitaker serving as the primary contacts for securities compliance matters. We will coordinate with Whitfield & Ames LLP to confirm that all filings are made on a timely basis and will provide copies of the SEC Form D and any supporting documentation as needed.

As investor counsel, our role is to identify the applicable filing requirements, advise on deadlines and compliance matters, and coordinate with Company counsel to ensure that filings are completed. We do not bear direct responsibility for making the filings but will assist in the preparation of filing materials and will monitor compliance with the February 24, 2026 deadline.

VIII. Recommended Action Items

Based on the foregoing analysis, we recommend the following action items to ensure full and timely compliance with all applicable federal and state securities filing requirements:

1. Finalize and File SEC Form D. Finalize the SEC Form D and file it electronically via EDGAR no later than February 24, 2026. We recommend filing no later than February 20, 2026 to allow sufficient time for the state filings to incorporate the filed Form D.

2. Transmit SEC Form D to Company Counsel. Transmit copies of the filed SEC Form D (including the EDGAR filing receipt and confirmation) to Whitfield & Ames LLP for use in the state notice filings.

3. Prepare State-Specific Forms. Prepare the following state-specific forms for submission by the Company:

(a) California Form D-Notice;

(b) New York State Form 99 (Supplemental Filing Form);

(d) Massachusetts state-specific cover page.

4. Prepare Consents to Service of Process. Prepare a Consent to Service of Process (Form U-2 or equivalent) for each of the four filing states (California, Massachusetts, New York, and Texas), designating the appropriate state official as the Company's agent for service of process.

5. Confirm Fee Amounts and Arrange Payment. Confirm the applicable filing fee amounts with each state filing authority and arrange for payment by the Company. Total estimated fees are approximately $2,400 to $2,700, broken down as follows: California ($300–$600); Massachusetts ($300); New York ($1,200); Texas ($600).

6. Coordinate Filing Timeline with Company Counsel. Coordinate with Whitfield & Ames LLP to confirm that the Company will make all state notice filings by the February 24, 2026 deadline. Establish a clear division of responsibilities for the preparation and submission of each filing.

7. Confirm Treatment of Conversion Shares. Confirm with Company counsel the proper treatment of the convertible note conversion shares in the state notice filings for Massachusetts (Dr. Margaret Liu) and New York (Clearwater Bridge Associates, LLC). Ensure that the conversion shares are included in the applicable state filings and that the aggregate amounts sold or issued in each state are accurately reported.

8. Maintain Filing Records. Maintain copies of all filed forms, fee receipts, filing confirmations, and related correspondence for inclusion in the closing binder and transaction records. These records will serve as evidence of compliance with state notice filing requirements and should be retained for the Company's ongoing compliance files.

9. Calendar Amendment Filing Obligations. Calendar the obligation to file amendments with each state filing authority in the event that any amendment to the SEC Form D is filed in the future. Set appropriate reminders for annual Form D update filings as required under Rule 503(a) of Regulation D and for corresponding state amendment filings.

IX. Conclusion

Based on our analysis of the investor locations, the Company's principal office, and the conversion of outstanding convertible notes, four states require notice filings in connection with the Series Seed Preferred Stock financing of Meridian Diagnostics, Inc.: California, Massachusetts, New York, and Texas. Each state requires the filing of a copy of the SEC Form D (together with any applicable state-specific supplemental forms), a Consent to Service of Process, and the payment of a filing fee.

All four state notice filings should be completed by the February 24, 2026 deadline, which is fifteen (15) calendar days after the first sale date of February 9, 2026. The total estimated filing fees across all four states are approximately $2,400 to $2,700, which are an expense of the Company.

We are available to discuss any questions regarding the foregoing analysis or to coordinate directly with Whitfield & Ames LLP on the logistics of the state notice filings. Please do not hesitate to contact me with any questions or if additional information is needed.

Leila Nazari Associate, Calderwood & Harkness LLP 1800 Page Mill Road, Suite 200 Menlo Park, CA 94025 Telephone: (650) 473-2200

Email: lnazari@calderwoodharkness.com

Appendix A — Filing Authority Contact Information

The following is the contact information for the state filing authorities in each of the four jurisdictions requiring notice filings in connection with the Offering:

1. California Department of Financial Protection and Innovation (DFPI)

California Department of Financial Protection and Innovation

Attn: Securities Regulation Division

320 West 4th Street, Suite 750 Los Angeles, CA 90013

Telephone: (866) 275-2677 Website: www.dfpi.ca.gov

2. Massachusetts Securities Division, Office of the Secretary of the Commonwealth

Massachusetts Securities Division Office of the Secretary of the Commonwealth One Ashburton Place, Room 1701 Boston, MA 02108

Telephone: (617) 727-3548 Website: www.sec.state.ma.us/sct

3. New York State Department of Law, Investor Protection Bureau

New York State Department of Law Investor Protection Bureau Office of the Attorney General 28 Liberty Street New York, NY 10005

Telephone: (212) 416-8222 Website: ag.ny.gov/investor-protection

4. Texas State Securities Board

Texas State Securities Board 208 East 10th Street, 5th Floor Austin, TX 78701

Telephone: (512) 305-8300 Website: www.ssb.texas.gov

Appendix B — Investor Address Reference

The following is a reference list of the addresses, and where available, the EIN or identifying information for each investor and converting noteholder participating in the Offering:

1. Cobalt Ventures Fund III, LP

2400 Sand Hill Road, Suite 310 Menlo Park, CA 94025

Registered Agent: c/o Cascade Systems, 1209 Orange Street, Wilmington, DE 19801 EIN: 85-2093147

2. Pinewood Health Ventures, LLC

450 Park Avenue, 18th Floor New York, NY 10022

EIN: 88-3451209

3. Thornfield Capital Partners, LP

555 Montgomery Street, Suite 1200 San Francisco, CA 94111

EIN: 87-6294013

4. Atlas Point Angel Syndicate, LLC

1100 Congress Avenue, Suite 750 Austin, TX 78701

EIN: 92-1578430 Syndicate Manager: Victor Dominguez

5. Dr. Margaret Liu (Converting Noteholder)

14 Chestnut Hill Road Wellesley, MA 02481

PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP INTEROFFICE MEMORANDUM
TO: Kevin Ostrowski, Partner, Calderwood & Harkness LLP Morgan Tsai, Vice President of Legal Affairs, Cobalt Ventures LP
FROM: Leila Nazari, Associate, Calderwood & Harkness LLP
DATE: February 9, 2026
RE: State Blue Sky Notice Filing Requirements — Series Seed Preferred Stock Financing of Meridian Diagnostics, Inc.
MATTER NO.: 1004-00001
This memorandum is a privileged and confidential attorney work product prepared in connection with the legal representation of Cobalt Ventures LP and its affiliates. It is intended solely for the use of the addressees and should not be disclosed to third parties without the prior written consent of Calderwood & Harkness LLP.
I. Executive Summary
The purpose of this memorandum is to summarize the state-level "blue sky" notice filing requirements applicable in connection with the sale of Series Seed Preferred Stock of Meridian Diagnostics, Inc. (the "Company"), a Delaware C-corporation headquartered at 225 Binney Street, Suite 400, Cambridge, Massachusetts 02142. This memorandum identifies each state in which a notice filing is required, describes the applicable forms, fees, and deadlines, and sets forth recommended action items to ensure full and timely compliance with all applicable state securities laws.
Transaction Overview. The Company has completed a $12,000,000 Series Seed Preferred Stock financing (the "Offering"), with simultaneous signing and closing occurring on February 9, 2026. In connection with the Offering, the Company has sold 4,479,981 shares of Series Seed Preferred Stock at a price of $2.6786 per share to four institutional and syndicate investors. In addition, the Company has issued approximately 1,098,362 shares of Series Seed Preferred Stock upon the automatic conversion of outstanding convertible promissory notes in an aggregate principal amount of $2,100,000 (plus $253,750 in accrued interest, for a total conversion amount of approximately $2,353,750), held by two noteholders: Dr. Margaret Liu and Clearwater Bridge Associates, LLC. The total number of shares of Series Seed Preferred Stock outstanding following the closing of the Offering, inclusive of conversion shares, is approximately 5,578,343 shares.
Exemption from Federal Registration. All purchasers in the Offering are "accredited investors" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Offering is exempt from federal registration under Regulation D, Rule 506(b) of the Securities Act. No general solicitation or general advertising was conducted in connection with the Offering.
Federal Preemption under NSMIA. Under the National Securities Markets Improvement Act of 1996 ("NSMIA"), codified in Section 18 of the Securities Act, securities sold in transactions exempt under Rule 506 are designated "covered securities." As covered securities, such shares are preempted from state-level substantive registration and qualification requirements. States may not impose merit review or other conditions on the sale of covered securities. However, NSMIA expressly preserves the authority of individual states to require notice filings and to collect filing fees for offerings of covered securities conducted within their respective borders. Section 18(c)(2) of the Securities Act authorizes states to require the filing of (a) a copy of the Form D filed with the Securities and Exchange Commission (the "SEC"), (b) a consent to service of process, and (c) a filing fee, in each case not exceeding the amounts and conditions set forth in applicable state law.
Jurisdictions Requiring Notice Filings. Based on the locations of the investors participating in the Offering, the locations of the convertible noteholders whose notes have converted into equity, and the location of the Company's principal office, we have identified four states that require notice filings in connection with the Offering: California, Massachusetts, New York, and Texas. The basis for each state's jurisdictional nexus is described in detail in Section II below, and the specific filing requirements for each state are set forth in Section IV.
Filing Deadline. Each of the four identified states requires that its respective notice filing be completed within fifteen (15) calendar days after the first sale of securities in that state. Because the first sale date for the Offering is February 9, 2026, the general filing deadline across all four states is February 24, 2026.
SEC Form D. Separately, a Form D must be filed electronically with the SEC via the EDGAR system within fifteen (15) days of the first sale of securities in the Offering. The deadline for the federal Form D filing is also February 24, 2026. A draft of the Form D has been separately prepared by this office and is available for review (refer to form-d-draft.docx). The SEC Form D filing is discussed in further detail in Section VI of this memorandum.
II. Investors and Jurisdictional Nexus
The following table identifies each investor in the Offering (including converting noteholders), the investor's state of principal office or residence, the amount of such investor's capital commitment or conversion amount, the approximate number of shares of Series Seed Preferred Stock issued to such investor, and the state or states in which a notice filing is required as a result of such investor's participation.
A. Primary Investors (New Money)
B. Converting Noteholders
Total shares issued: Approximately 5,578,343 shares of Series Seed Preferred Stock.
C. Jurisdictional Nexus Analysis
The basis for each state's notice filing requirement is as follows:
California. Two investors participating in the Offering maintain their principal offices in the State of California: Cobalt Ventures Fund III, LP, which is managed by Cobalt Ventures LP and maintains its principal office at 2400 Sand Hill Road, Suite 310, Menlo Park, California 94025; and Thornfield Capital Partners, LP, which maintains its principal office at 555 Montgomery Street, Suite 1200, San Francisco, California 94111. The aggregate amount of securities sold to California-based investors is $9,000,000 (representing 3,359,986 shares). California's notice filing requirement is triggered by the sale of securities to investors located within the state.
Massachusetts. The Company's principal office is located at 225 Binney Street, Suite 400, Cambridge, Massachusetts 02142. In addition, Dr. Margaret Liu, a convertible noteholder whose notes are converting into Series Seed Preferred Stock in connection with the Offering, resides at 14 Chestnut Hill Road, Wellesley, Massachusetts 02481. Massachusetts requires notice filings for offerings in which the issuer maintains its principal office in the state and for offerings in which securities are sold to residents of Massachusetts. The conversion of Dr. Liu's convertible notes into equity is treated as a "sale" of securities in Massachusetts for blue sky purposes, which provides an independent basis for the Massachusetts filing in addition to the Company's headquarters nexus.
New York. One primary investor, Pinewood Health Ventures, LLC, maintains its principal office at 450 Park Avenue, 18th Floor, New York, New York 10022. In addition, Clearwater Bridge Associates, LLC, a converting noteholder, maintains its principal office at 90 Broad Street, Suite 1400, New York, New York 10004. The aggregate amount of securities sold or issued to New York-based parties is approximately $3,410,179 (including both the primary investment by Pinewood and the conversion amount attributable to Clearwater Bridge). New York's notice filing requirement is triggered by the sale or issuance of securities to investors or noteholders located within the state.
Texas. One investor, Atlas Point Angel Syndicate, LLC, maintains its principal office at 1100 Congress Avenue, Suite 750, Austin, Texas 78701. The aggregate amount of securities sold to Texas-based investors is $600,000 (representing 223,999 shares). The Texas notice filing requirement is triggered by the sale of securities to investors located within the state.
Delaware. Although the Company is incorporated in Delaware and several of the investor entities are organized under Delaware law, Delaware does not require a separate blue sky notice filing for Rule 506 offerings. No action is required in Delaware.
Other States. Based on the current investor list and the Company's operations, no other states have been identified as requiring notice filings in connection with the Offering. If additional investors are subsequently added or if the Offering is extended, additional state notice filing requirements should be reassessed at that time.
III. Federal Preemption Framework — NSMIA and Rule 506(b)
This Section provides an overview of the federal preemption framework governing the interaction between federal and state securities laws as applicable to the Offering.
A. NSMIA and "Covered Securities"
The National Securities Markets Improvement Act of 1996 ("NSMIA") was enacted to create a uniform national securities regulatory framework and to eliminate the burden of duplicative state-by-state registration for certain categories of securities offerings. NSMIA added Section 18 to the Securities Act, which designates certain securities as "covered securities" and preempts state-level substantive registration and qualification requirements for such securities.
Under Section 18(b)(4)(D) of the Securities Act (as renumbered by the Dodd-Frank Wall Street Reform and Consumer Protection Act), a security is a "covered security" with respect to a transaction if the transaction is exempt from federal registration under Rule 506 of Regulation D. Because the Offering is conducted in reliance on the exemption from registration provided by Rule 506(b) of Regulation D, the shares of Series Seed Preferred Stock sold in the Offering are "covered securities" under Section 18 of the Securities Act.
B. Preemption of State Registration Requirements
Section 18(a) of the Securities Act provides that, with respect to covered securities, no law, rule, regulation, or order of any state requiring the registration or qualification of securities, or the registration or qualification of securities transactions, shall directly or indirectly apply to a covered security. This preemption applies broadly to all state substantive merit review requirements, conditions, or qualifications that might otherwise be imposed on the sale of securities within a state's jurisdiction.
As a result, none of the four identified states (California, Massachusetts, New York, or Texas) may require the Company to register or qualify the Series Seed Preferred Stock, or to satisfy any substantive merit-based review process, as a condition to the sale of such shares within their borders.
C. Preservation of State Notice Filing Authority
Notwithstanding the broad preemption described above, Section 18(c)(2) of the Securities Act expressly preserves the authority of states to require notice filings in connection with the sale of covered securities within their borders. Specifically, Section 18(c)(2) authorizes states to require:
(a) the filing of a copy of the Form D filed with the SEC in connection with the offering;
(b) the filing of a consent to service of process, designating the appropriate state official as the issuer's agent for service of process in connection with any action arising under the securities laws of that state; and
(c) the payment of a filing fee, in an amount established by the applicable state.
Importantly, states may not impose any requirements beyond the foregoing in connection with offerings of covered securities. States may not, for example, require the issuer to submit offering documents for substantive review, impose conditions on the terms of the offering, or require investor suitability determinations beyond those established under federal law.
D. Issuer Responsibility
The Company, as the issuer of the securities, bears primary responsibility for making all required state notice filings. While investor counsel may assist in identifying filing requirements and deadlines, the obligation to prepare, submit, and pay the associated fees for state notice filings rests with the Company. In the case of the Offering, the Company is represented by Whitfield & Ames LLP (Catherine Devereaux and Thomas Whitaker), and we will coordinate with Company counsel to ensure that all filings are made on a timely basis.
All four identified states — California, Massachusetts, New York, and Texas — have adopted notice filing regimes consistent with NSMIA. The specific requirements for each state are set forth in detail in Section IV below.
IV. State-by-State Filing Requirements
This Section describes, on a state-by-state basis, the governing law, filing authority, required forms, filing fees, deadlines, required attachments, and special considerations applicable to each of the four identified jurisdictions.
A. California
Governing Law. California Corporations Code § 25102.1; California Code of Regulations, Title 10, § 260.102.14.
Filing Authority. California Department of Financial Protection and Innovation ("DFPI"), formerly known as the Department of Business Oversight. The DFPI is the primary state regulatory authority responsible for administering California's securities laws and processing notice filings for offerings of covered securities under Rule 506.
Filing Form. The Company must file a California Form D-Notice, which is the state's own supplemental form required in addition to the federal Form D. The California Form D-Notice must be accompanied by a copy of the SEC Form D as filed with the SEC (or, if the SEC Form D has not yet been filed at the time of the state filing, a copy of the Form D as proposed to be filed). The California Form D-Notice requires basic information about the issuer, the offering, the exemption relied upon, and the amount of securities sold to California-based investors.
Filing Fee. The filing fee is $300 for offerings in which the aggregate amount sold to California-based investors does not exceed $500,000. For offerings in which the aggregate California sales exceed $500,000, the fee is $300 plus a graduated amount based on the total dollar value of securities sold in California. Given that the aggregate amount of securities sold to California-based investors in the Offering is $9,000,000 (consisting of $7,200,000 to Cobalt Ventures Fund III, LP and $1,800,000 to Thornfield Capital Partners, LP), the estimated filing fee is approximately $300 to $600. The current DFPI fee schedule should be confirmed prior to submission to ensure accuracy of the fee calculation.
Filing Deadline. The California notice filing must be completed within fifteen (15) calendar days after the first sale of securities in California. Because the first sale in California occurred on February 9, 2026, the filing deadline is February 24, 2026.
Required Exhibits and Attachments. The following items must be submitted with the California notice filing:
(i) A completed California Form D-Notice;
(ii) A copy of the SEC Form D (as filed or as proposed to be filed with the SEC);
(iii) A Consent to Service of Process, in the form of Form U-2 or its equivalent, designating the California Commissioner of Financial Protection and Innovation as the Company's agent for service of process in connection with any action arising under the California Corporate Securities Law of 1968; and
(iv) Payment of the applicable filing fee.
Special Notes. California requires the issuer, not the investors, to file the notice. There is no separate investor filing requirement under California law for offerings of covered securities under Rule 506. If the SEC Form D has not yet been filed with the SEC at the time the California notice filing is submitted, the Company should submit a copy of the Form D as proposed to be filed; the state filing may also be made simultaneously with the SEC filing. Two investors are California-based: Cobalt Ventures Fund III, LP, with its principal office in Menlo Park, and Thornfield Capital Partners, LP, with its principal office in San Francisco. Both investors are accredited investors under Rule 501(a).
Action Items. Prepare the California Form D-Notice and coordinate with Whitfield & Ames LLP (Catherine Devereaux and Thomas Whitaker) as Company counsel to ensure that the Company makes the filing on a timely basis. Confirm the applicable fee amount under the current DFPI fee schedule. Provide a copy of the filed or proposed SEC Form D and a completed Form U-2 to Company counsel for inclusion with the California filing.
B. Massachusetts
Governing Law. Massachusetts General Laws ch. 110A, § 402(b)(10); 950 CMR 14.402.
Filing Authority. Massachusetts Securities Division, Office of the Secretary of the Commonwealth. The Securities Division administers the Massachusetts Uniform Securities Act and processes notice filings for offerings of covered securities conducted within the Commonwealth.
Filing Form. The Company must file a copy of the Uniform Form D (i.e., a copy of the SEC Form D filing) together with a state-specific cover page required by the Massachusetts Securities Division. Massachusetts accepts the federal Form D as the primary filing document and does not require a separate, state-specific supplemental form beyond the cover page.
Filing Fee. The filing fee for Regulation D, Rule 506 notice filings in Massachusetts is a flat fee of $300, regardless of the aggregate amount of securities sold within the Commonwealth.
Filing Deadline. The Massachusetts notice filing must be completed within fifteen (15) calendar days after the first sale of securities in Massachusetts. Because the first sale in Massachusetts occurred on February 9, 2026 (the date of the convertible note conversion by Dr. Margaret Liu, a Massachusetts resident), the filing deadline is February 24, 2026.
Required Exhibits and Attachments. The following items must be submitted with the Massachusetts notice filing:
(i) A copy of the SEC Form D (as filed with the SEC);
(ii) A state-specific cover page as required by the Massachusetts Securities Division;
(iii) A Consent to Service of Process (Form U-2), designating the Secretary of the Commonwealth of Massachusetts as the Company's agent for service of process in connection with any action arising under the Massachusetts Uniform Securities Act; and
(iv) Payment of the filing fee of $300.
Special Notes. The Massachusetts notice filing is triggered by two independent bases of jurisdictional nexus. First, the Company's principal office is located at 225 Binney Street, Suite 400, Cambridge, Massachusetts 02142. Massachusetts requires notice filings for offerings by issuers that maintain their principal office within the Commonwealth, regardless of whether securities are sold to Massachusetts residents. Second, Dr. Margaret Liu, a convertible noteholder residing at 14 Chestnut Hill Road, Wellesley, Massachusetts 02481, has converted her outstanding convertible promissory notes (with a principal amount of $1,200,000 plus pro rata accrued interest) into approximately 627,408 shares of Series Seed Preferred Stock in connection with the Offering. Under most state interpretations, including the prevailing view under Massachusetts securities law, the conversion of a convertible promissory note into equity constitutes a "sale" of the conversion shares for blue sky purposes. This conversion therefore triggers an independent obligation to file a notice in Massachusetts based on the sale of securities to a Massachusetts resident.
The Company should confirm with Massachusetts counsel, if any doubt exists, that the note conversion is treated as a sale for purposes of the state's notice filing requirements. In our view, the better practice is to include the conversion shares in the Massachusetts notice filing to ensure full compliance.
Action Items. File the Massachusetts notice with the Securities Division of the Office of the Secretary of the Commonwealth. Coordinate with Whitfield & Ames LLP (Company counsel) to ensure timely filing. Provide a copy of the SEC Form D and a completed Form U-2 for inclusion with the Massachusetts filing.
C. New York
Governing Law. New York General Business Law ("Martin Act") § 359-ff(2); 13 NYCRR § 11.4.
Filing Authority. New York State Department of Law, Investor Protection Bureau, Office of the Attorney General. New York is notable in that the notice filing authority for securities offerings resides with the Attorney General's office rather than a dedicated securities commission, reflecting the historical role of the Martin Act in New York securities regulation.
Filing Form. The Company must file a copy of the SEC Form D together with New York State Form 99 (the "Supplemental Filing Form"). Form 99 is the state's supplemental disclosure form that requires additional information about the issuer, the offering, and the investors. The Company must complete Form 99 and submit it together with the SEC Form D and accompanying attachments.
Filing Fee. The filing fee in New York is based on the aggregate amount of securities sold to New York-based investors. The fee schedule is as follows:
• For offerings in which the aggregate amount sold to New York investors is up to $500,000: $300;
• For offerings in which the aggregate amount sold to New York investors is between $500,001 and $5,000,000: $1,200;
• For offerings in which the aggregate amount sold to New York investors exceeds $5,000,000: $1,200 (the current fee schedule should be confirmed to determine whether additional fees apply for larger offerings).
In the present Offering, the aggregate amount of securities sold or issued to New York-based parties is approximately $3,410,179, consisting of the $2,400,000 investment by Pinewood Health Ventures, LLC and the approximately $1,010,179 conversion amount attributable to Clearwater Bridge Associates, LLC (consisting of $900,000 in principal plus pro rata accrued interest). Based on the foregoing, the estimated New York filing fee is $1,200. The current fee schedule should be confirmed with the Investor Protection Bureau prior to submission.
Filing Deadline. The New York notice filing must be completed within fifteen (15) calendar days after the first sale of securities in New York. Because the first sale in New York occurred on February 9, 2026, the filing deadline is February 24, 2026.
Required Exhibits and Attachments. The following items must be submitted with the New York notice filing:
(i) A copy of the SEC Form D (as filed with the SEC);
(ii) A completed New York State Form 99 (Supplemental Filing Form);
(iii) A Consent to Service of Process (Form U-2), designating the New York Secretary of State as the Company's agent for service of process in connection with any action arising under the Martin Act;
(iv) Payment of the applicable filing fee; and
(v) Any amendments to the Form D, if applicable.
Special Notes. Two parties with a New York nexus are participating in the Offering. Pinewood Health Ventures, LLC, a primary investor, maintains its principal office at 450 Park Avenue, 18th Floor, New York, New York 10022, and has committed $2,400,000 to the Offering. Clearwater Bridge Associates, LLC, a convertible noteholder, maintains its principal office at 90 Broad Street, Suite 1400, New York, New York 10004, and its convertible promissory notes (with a principal amount of $900,000 plus pro rata accrued interest) are converting into approximately 470,954 shares of Series Seed Preferred Stock. As noted above in the Massachusetts discussion, the conversion of convertible notes into equity is generally treated as a "sale" for state blue sky purposes, and the New York notice filing should include the conversion shares issued to Clearwater Bridge.
Action Items. Prepare New York State Form 99 and file the notice with the New York State Department of Law, Investor Protection Bureau. Coordinate with Whitfield & Ames LLP (Company counsel) to ensure timely filing. Confirm the applicable fee amount under the current New York fee schedule. Provide a copy of the SEC Form D and a completed Form U-2 for inclusion with the New York filing.
D. Texas
Governing Law. Texas Securities Act § 5.H (Tex. Gov't Code Ann. § 4007.056); Texas Administrative Code, Title 7, Part 8, Chapter 139.
Filing Authority. Texas State Securities Board. The Texas State Securities Board is the primary regulatory authority responsible for administering the Texas Securities Act and processing notice filings for offerings of covered securities within the State of Texas.
Filing Form. The Company must file a copy of the SEC Form D together with the Texas Notice Filing form (Form 133.28 or its equivalent). The Texas Notice Filing form requires basic information about the issuer, the offering, the exemption relied upon, and the amount of securities sold to Texas-based investors. The form is submitted to the Texas State Securities Board along with the required attachments.
Filing Fee. The filing fee in Texas is calculated as one-tenth of one percent (1/10 of 1%, or 0.001) of the aggregate amount of securities sold in Texas, subject to a minimum fee of $500. In the present Offering, the only Texas-based investor is Atlas Point Angel Syndicate, LLC, which has committed $600,000 to the Offering. The Texas filing fee is therefore calculated as follows:
$600,000 × 0.001 = $600
Because the calculated fee of $600 exceeds the $500 minimum, the filing fee for the Texas notice filing is $600.
Filing Deadline. The Texas notice filing must be completed within fifteen (15) calendar days after the first sale of securities in Texas. Because the first sale in Texas occurred on February 9, 2026, the filing deadline is February 24, 2026.
Required Exhibits and Attachments. The following items must be submitted with the Texas notice filing:
(i) A copy of the SEC Form D (as filed with the SEC);
(ii) A completed Texas Notice Filing form (Form 133.28 or equivalent);
(iii) A Consent to Service of Process, designating the Texas Securities Commissioner as the Company's agent for service of process in connection with any action arising under the Texas Securities Act; and
(iv) Payment of the filing fee of $600.
Special Notes. Atlas Point Angel Syndicate, LLC is the sole Texas-based investor in the Offering. The syndicate is managed by Victor Dominguez and maintains its principal office at 1100 Congress Avenue, Suite 750, Austin, Texas 78701. The syndicate's commitment to the Offering is $600,000, representing 223,999 shares of Series Seed Preferred Stock. No other investors or noteholders are located in Texas.
Action Items. Prepare the Texas Notice Filing form and file the notice with the Texas State Securities Board. Coordinate with Whitfield & Ames LLP (Company counsel) to ensure timely filing. Confirm the applicable fee amount and arrange for payment. Provide a copy of the SEC Form D and a completed Consent to Service of Process for inclusion with the Texas filing.
V. Summary Filing Schedule and Fee Estimate
The following table provides a consolidated summary of the notice filing requirements across all four identified jurisdictions, including the required forms, estimated filing fees, filing deadlines, responsible parties, and the jurisdictional nexus for each filing.
All filing deadlines fall on February 24, 2026, which is fifteen (15) calendar days after the first sale date of February 9, 2026. The total estimated filing fees across all four states are approximately $2,400 to $2,700, depending on the final determination of the California fee under the DFPI's current graduated fee schedule. These fees are an expense of the Company and should be included in the Company's transaction cost budget for the Offering.
VI. Coordination with SEC Form D Filing
A. Federal Form D Requirements
Under Rule 503 of Regulation D, the Company is required to file a Form D with the SEC electronically via the EDGAR filing system within fifteen (15) days after the first sale of securities in the Offering. Because the first sale date is February 9, 2026, the deadline for the federal Form D filing is February 24, 2026. The Form D is a brief notice filing that provides basic information about the issuer, the offering, the exemption relied upon, and the investors participating in the offering.
The key information to be reported on the Form D includes the following:
• Issuer: Meridian Diagnostics, Inc., EIN 93-4127856, a Delaware corporation with its principal office at 225 Binney Street, Suite 400, Cambridge, Massachusetts 02142.
• Total Offering Amount: $12,000,000 in new capital, plus conversion shares issued upon the conversion of approximately $2,353,750 in outstanding convertible notes (approximately 1,098,362 additional shares of Series Seed Preferred Stock). The Company should confirm with counsel whether the note conversion shares should be separately reported on the Form D or included in the total offering amount. In our view, the conversion shares should be included on the Form D to ensure completeness and consistency with state filings, though reasonable practitioners may differ on this point.
• Exemption Claimed: Rule 506(b) of Regulation D under the Securities Act.
• Investor Status: All investors in the Offering are accredited investors under Rule 501(a) of Regulation D. No non-accredited investors participated in the Offering.
• First Sale Date: February 9, 2026.
B. Form D Draft
A draft of the Form D has been separately prepared by this office and is available for review. Please refer to the file titled form-d-draft.docx for the current draft. The Form D draft should be reviewed and finalized by the Company and its counsel prior to filing.
C. Coordination of Federal and State Filings
The state notice filings described in this memorandum should be made simultaneously with or promptly following the SEC Form D filing. There are several reasons for this coordination:
• Consistency of Information. Each state notice filing requires the submission of a copy of the SEC Form D. To ensure consistency in the information reported to state regulators, the state filings should reference and attach the same Form D that is filed with the SEC.
• Filing Receipt Requirements. Some states accept or require the SEC's EDGAR filing receipt or confirmation as an attachment to the state notice filing. If the SEC Form D is filed before the state filings are submitted, the EDGAR filing receipt can be included with each state filing as proof of the federal filing.
• Timing. The deadline for both the federal Form D filing and the state notice filings is February 24, 2026. To ensure that all filings are completed by this deadline, the Company should plan to file the SEC Form D no later than February 20, 2026 to allow sufficient time for the state filings to be prepared and submitted with a copy of the filed Form D attached.
We will coordinate with Whitfield & Ames LLP to ensure that the timing of the federal and state filings is aligned and that all filings are completed by the applicable deadlines.
VII. Additional Considerations
A. Late Filing Penalties
Failure to timely file state notice filings may result in significant adverse consequences. While NSMIA preempts state substantive registration requirements, the failure to comply with state notice filing obligations — which are expressly preserved under NSMIA — can result in state enforcement actions, civil penalties, and fines. In certain states, late or missing notice filings may give rise to rescission rights for investors, meaning that investors may have the right to demand the return of their investment. Additionally, some states impose late filing penalties, surcharges, or interest on overdue fees.
To avoid these potential consequences, all state notice filings should be completed by the February 24, 2026 deadline. If, for any reason, a filing cannot be completed by the deadline, Company counsel should promptly contact the applicable state filing authority to determine the consequences of a late filing and the availability of any grace period or cure mechanism.
B. Ongoing Amendments
If any amendment to the Form D is filed with the SEC — for example, to report additional sales of securities in the Offering, to correct information previously reported, or to file the required annual update under Rule 503(a) — corresponding amendments should be filed with each state in which a notice filing has been made. The Company should calendar these amendment obligations and ensure that state filing authorities receive updated information on a timely basis. Failure to file required amendments may result in the same adverse consequences described above for late filings.
C. Delaware
As the Company's state of incorporation and the jurisdiction of organization for most of the investor entities participating in the Offering, Delaware is a potentially relevant jurisdiction. However, Delaware does not require a separate blue sky notice filing for offerings of covered securities under Rule 506. Accordingly, no action is required in Delaware in connection with the Offering.
D. Other States
No states other than California, Massachusetts, New York, and Texas have been identified as requiring notice filings based on the current investor list and the Company's operations. This analysis is based on the addresses and states of residence or principal office of the investors and converting noteholders as set forth in Section II above. If additional investors are added to the Offering, if the Offering is extended to include additional closings, or if the Company's operations expand into other states, the blue sky filing analysis should be reassessed to determine whether additional state filings are required.
E. Convertible Note Conversion
As discussed in Sections II and IV above, the conversion of the $2,100,000 in outstanding convertible promissory notes (plus $253,750 in accrued interest, for a total conversion amount of approximately $2,353,750) into approximately 1,098,362 shares of Series Seed Preferred Stock should be evaluated as a "sale" for state blue sky purposes. The two converting noteholders are:
• Dr. Margaret Liu — 14 Chestnut Hill Road, Wellesley, Massachusetts 02481 (individual noteholder; principal amount of $1,200,000 plus pro rata accrued interest; approximately 627,408 conversion shares); and
• Clearwater Bridge Associates, LLC — 90 Broad Street, Suite 1400, New York, New York 10004 (entity noteholder; principal amount of $900,000 plus pro rata accrued interest; approximately 470,954 conversion shares).
Under the prevailing interpretation in most states, the automatic conversion of a convertible promissory note into equity securities constitutes a "sale" of the conversion shares for purposes of state securities laws, including state blue sky notice filing requirements. This interpretation is based on the principle that the issuance of equity securities in exchange for the cancellation of indebtedness represents a new transaction involving the offer and sale of securities, even though no new cash consideration is exchanged at the time of conversion.
Accordingly, the Massachusetts notice filing should include the conversion shares issued to Dr. Liu, and the New York notice filing should include the conversion shares issued to Clearwater Bridge Associates, LLC. Both filings have been structured to capture these conversion transactions, as reflected in the filing descriptions set forth in Sections IV.B and IV.C above.
F. Filing Responsibility
The Company, Meridian Diagnostics, Inc., is responsible for making all state notice filings in connection with the Offering. The Company is represented by Whitfield & Ames LLP, with Catherine Devereaux and Thomas Whitaker serving as the primary contacts for securities compliance matters. We will coordinate with Whitfield & Ames LLP to confirm that all filings are made on a timely basis and will provide copies of the SEC Form D and any supporting documentation as needed.
As investor counsel, our role is to identify the applicable filing requirements, advise on deadlines and compliance matters, and coordinate with Company counsel to ensure that filings are completed. We do not bear direct responsibility for making the filings but will assist in the preparation of filing materials and will monitor compliance with the February 24, 2026 deadline.
VIII. Recommended Action Items
Based on the foregoing analysis, we recommend the following action items to ensure full and timely compliance with all applicable federal and state securities filing requirements:
1. Finalize and File SEC Form D. Finalize the SEC Form D and file it electronically via EDGAR no later than February 24, 2026. We recommend filing no later than February 20, 2026 to allow sufficient time for the state filings to incorporate the filed Form D.
2. Transmit SEC Form D to Company Counsel. Transmit copies of the filed SEC Form D (including the EDGAR filing receipt and confirmation) to Whitfield & Ames LLP for use in the state notice filings.
3. Prepare State-Specific Forms. Prepare the following state-specific forms for submission by the Company:
(a) California Form D-Notice;
(b) New York State Form 99 (Supplemental Filing Form);
(c) Texas Notice Filing Form (Form 133.28 or equivalent); and
(d) Massachusetts state-specific cover page.
4. Prepare Consents to Service of Process. Prepare a Consent to Service of Process (Form U-2 or equivalent) for each of the four filing states (California, Massachusetts, New York, and Texas), designating the appropriate state official as the Company's agent for service of process.
5. Confirm Fee Amounts and Arrange Payment. Confirm the applicable filing fee amounts with each state filing authority and arrange for payment by the Company. Total estimated fees are approximately $2,400 to $2,700, broken down as follows: California ($300–$600); Massachusetts ($300); New York ($1,200); Texas ($600).
6. Coordinate Filing Timeline with Company Counsel. Coordinate with Whitfield & Ames LLP to confirm that the Company will make all state notice filings by the February 24, 2026 deadline. Establish a clear division of responsibilities for the preparation and submission of each filing.
7. Confirm Treatment of Conversion Shares. Confirm with Company counsel the proper treatment of the convertible note conversion shares in the state notice filings for Massachusetts (Dr. Margaret Liu) and New York (Clearwater Bridge Associates, LLC). Ensure that the conversion shares are included in the applicable state filings and that the aggregate amounts sold or issued in each state are accurately reported.
8. Maintain Filing Records. Maintain copies of all filed forms, fee receipts, filing confirmations, and related correspondence for inclusion in the closing binder and transaction records. These records will serve as evidence of compliance with state notice filing requirements and should be retained for the Company's ongoing compliance files.
9. Calendar Amendment Filing Obligations. Calendar the obligation to file amendments with each state filing authority in the event that any amendment to the SEC Form D is filed in the future. Set appropriate reminders for annual Form D update filings as required under Rule 503(a) of Regulation D and for corresponding state amendment filings.
IX. Conclusion
Based on our analysis of the investor locations, the Company's principal office, and the conversion of outstanding convertible notes, four states require notice filings in connection with the Series Seed Preferred Stock financing of Meridian Diagnostics, Inc.: California, Massachusetts, New York, and Texas. Each state requires the filing of a copy of the SEC Form D (together with any applicable state-specific supplemental forms), a Consent to Service of Process, and the payment of a filing fee.
All four state notice filings should be completed by the February 24, 2026 deadline, which is fifteen (15) calendar days after the first sale date of February 9, 2026. The total estimated filing fees across all four states are approximately $2,400 to $2,700, which are an expense of the Company.
We are available to discuss any questions regarding the foregoing analysis or to coordinate directly with Whitfield & Ames LLP on the logistics of the state notice filings. Please do not hesitate to contact me with any questions or if additional information is needed.
Leila Nazari Associate, Calderwood & Harkness LLP 1800 Page Mill Road, Suite 200 Menlo Park, CA 94025 Telephone: (650) 473-2200
Email: lnazari@calderwoodharkness.com
Appendix A — Filing Authority Contact Information
The following is the contact information for the state filing authorities in each of the four jurisdictions requiring notice filings in connection with the Offering:
1. California Department of Financial Protection and Innovation (DFPI)
California Department of Financial Protection and Innovation
Attn: Securities Regulation Division
320 West 4th Street, Suite 750 Los Angeles, CA 90013
Telephone: (866) 275-2677 Website: www.dfpi.ca.gov
2. Massachusetts Securities Division, Office of the Secretary of the Commonwealth
Massachusetts Securities Division Office of the Secretary of the Commonwealth One Ashburton Place, Room 1701 Boston, MA 02108
Telephone: (617) 727-3548 Website: www.sec.state.ma.us/sct
3. New York State Department of Law, Investor Protection Bureau
New York State Department of Law Investor Protection Bureau Office of the Attorney General 28 Liberty Street New York, NY 10005
Telephone: (212) 416-8222 Website: ag.ny.gov/investor-protection
4. Texas State Securities Board
Texas State Securities Board 208 East 10th Street, 5th Floor Austin, TX 78701
Telephone: (512) 305-8300 Website: www.ssb.texas.gov
Appendix B — Investor Address Reference
The following is a reference list of the addresses, and where available, the EIN or identifying information for each investor and converting noteholder participating in the Offering:
1. Cobalt Ventures Fund III, LP
2400 Sand Hill Road, Suite 310 Menlo Park, CA 94025
Registered Agent: c/o Cascade Systems, 1209 Orange Street, Wilmington, DE 19801 EIN: 85-2093147
2. Pinewood Health Ventures, LLC
450 Park Avenue, 18th Floor New York, NY 10022
EIN: 88-3451209
3. Thornfield Capital Partners, LP
555 Montgomery Street, Suite 1200 San Francisco, CA 94111
EIN: 87-6294013
4. Atlas Point Angel Syndicate, LLC
1100 Congress Avenue, Suite 750 Austin, TX 78701
EIN: 92-1578430 Syndicate Manager: Victor Dominguez
5. Dr. Margaret Liu (Converting Noteholder)
14 Chestnut Hill Road Wellesley, MA 02481
Individual noteholder; no EIN applicable.
6. Clearwater Bridge Associates, LLC (Converting Noteholder)
90 Broad Street, Suite 1400 New York, NY 10004
EIN: 86-4319752
This memorandum is intended for the sole use of the addressees and is protected by the attorney-client privilege and the work product doctrine. Any unauthorized review, use, disclosure, or distribution is strictly prohibited. If you have received this memorandum in error, please notify the sender immediately and destroy all copies.
Investor | Principal Office | Commitment | Shares (Approx.) | Applicable State(s)
Cobalt Ventures Fund III, LP | 2400 Sand Hill Road, Suite 310, Menlo Park, CA 94025 | $7,200,000 | 2,687,989 | California
Pinewood Health Ventures, LLC | 450 Park Avenue, 18th Floor, New York, NY 10022 | $2,400,000 | 895,996 | New York
Thornfield Capital Partners, LP | 555 Montgomery Street, Suite 1200, San Francisco, CA 94111 | $1,800,000 | 671,997 | California
Atlas Point Angel Syndicate, LLC | 1100 Congress Avenue, Suite 750, Austin, TX 78701 | $600,000 | 223,999 | Texas
Subtotal — New Money | $12,000,000 | 4,479,981
Noteholder | Address / Residence | Conversion Amount (Principal + Accrued Interest) | Shares (Approx.) | Applicable State(s)
Dr. Margaret Liu | 14 Chestnut Hill Road, Wellesley, MA 02481 | ~$1,343,571 ($1,200,000 principal + pro rata accrued interest) | ~627,408 | Massachusetts
Clearwater Bridge Associates, LLC | 90 Broad Street, Suite 1400, New York, NY 10004 | ~$1,010,179 ($900,000 principal + pro rata accrued interest) | ~470,954 | New York
Subtotal — Note Conversions | ~$2,353,750 | ~1,098,362
State | Required Form(s) | Estimated Fee | Filing Deadline | Responsible Party | Nexus / Basis
California | CA Form D-Notice + SEC Form D + Consent to Service (Form U-2) | $300–$600 | February 24, 2026 | Company (Whitfield & Ames LLP) | Cobalt Ventures Fund III, LP (Menlo Park, CA); Thornfield Capital Partners, LP (San Francisco, CA)
Massachusetts | SEC Form D + State Cover Page + Consent to Service (Form U-2) | $300 | February 24, 2026 | Company (Whitfield & Ames LLP) | Company HQ (Cambridge, MA); Dr. Margaret Liu (Wellesley, MA — converting noteholder)
New York | SEC Form D + NY Form 99 + Consent to Service (Form U-2) | $1,200 | February 24, 2026 | Company (Whitfield & Ames LLP) | Pinewood Health Ventures, LLC (New York, NY); Clearwater Bridge Associates, LLC (New York, NY — converting noteholder)
Texas | SEC Form D + TX Notice Filing Form (Form 133.28) + Consent to Service | $600 | February 24, 2026 | Company (Whitfield & Ames LLP) | Atlas Point Angel Syndicate, LLC (Austin, TX)
Total Estimated Fees | $2,400–$2,700

PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP INTEROFFICE MEMORANDUM

MATTER NO.: 1004-00001

EIN: 88-3451209

EIN: 87-6294013

Record

Parties

Dates

Amounts