DRAFT — FORM D
NOTICE OF EXEMPT OFFERING OF SECURITIES
U.S. Securities and Exchange Commission Washington, D.C. 20549
OMB Number: 3235-0076 Estimated Average Burden Hours Per Response: 4.00
PREPARER'S NOTATION: This draft has been prepared by Leila Nazari, Associate, Calderwood & Harkness LLP, for filing on behalf of Meridian Diagnostics, Inc., in connection with the closing of the Series Seed Preferred Stock financing. Matter No. 1004-00001. Filing Deadline: February 24, 2026 (15 calendar days from first sale on February 9, 2026). This draft is circulated for review by Kevin Ostrowski (Responsible Partner, Calderwood & Harkness LLP) and Morgan Tsai (VP of Legal Affairs, Cobalt Ventures LP) prior to submission via the SEC's EDGAR electronic filing system. Company-side confirmation to be coordinated through Whitfield & Ames LLP (Catherine Devereaux / Thomas Whitaker). All bracketed items and reviewer notes must be resolved prior to filing.
Filing Type: New Filing (Initial Notice) Amendment
ITEM 1. ISSUER'S IDENTITY
1.A. Name of Issuer
Exact Legal Name of Issuer: Meridian Diagnostics, Inc.
The name set forth above is the exact legal name of the issuer as it appears on the issuer's certificate of incorporation, as amended and restated, on file with the Secretary of State of the State of Delaware. No "doing business as" (d/b/a) names or trade names are used by the issuer for purposes of this filing.
1.B. Jurisdiction of Incorporation/Organization
Jurisdiction: Delaware
Meridian Diagnostics, Inc. is a corporation organized and existing under the General Corporation Law of the State of Delaware.
1.C. IRS Employer Identification Number (EIN)
EIN: 93-4127856
1.D. Type of Legal Entity
Entity Type: Corporation
Meridian Diagnostics, Inc. is a C-Corporation formed under the Delaware General Corporation Law. The issuer is not a limited partnership, limited liability company, general partnership, business trust, or other form of entity.
1.E. Year of Incorporation/Organization
Year of Incorporation: 2023
Meridian Diagnostics, Inc. was incorporated in the State of Delaware on June 15, 2023.
1.F. Issuer Address
1.G. Issuer's Website
[To be confirmed — Leila to verify with company counsel whether the issuer maintains a public-facing website for inclusion in this filing. If no website is currently active, this field will be marked "None."]
ITEM 2. PRINCIPAL PLACE OF BUSINESS AND CONTACT INFORMATION
2.A. Address of Principal Place of Business
The issuer's principal place of business is the same as the address set forth in Item 1.F above:
225 Binney Street, Suite 400 Cambridge, Massachusetts 02142
The issuer does not maintain any additional offices or places of business at this time.
2.B. Name and Address of Person to Contact at the Issuer
ITEM 3. RELATED PERSONS
3.A. Executive Officers, Directors, and Persons Performing Similar Functions
The following persons are executive officers and/or directors of the issuer, or perform functions similar to such persons, as of the date of this filing:
Person 1
Dr. Priya Ramaswamy serves as the Chief Executive Officer, President, and a member of the Board of Directors of Meridian Diagnostics, Inc. Dr. Ramaswamy is a co-founder of the Company.
Person 2
Dr. Julian Ochoa serves as the Chief Technology Officer and a member of the Board of Directors of Meridian Diagnostics, Inc. Dr. Ochoa is a co-founder of the Company.
Person 3
Mr. David Hargrove was designated to the Board of Directors of Meridian Diagnostics, Inc. by Cobalt Ventures Fund III, LP as the Series Seed Preferred Stock director designee pursuant to the terms of the Investors' Rights Agreement and the Amended and Restated Certificate of Incorporation, each dated as of February 9, 2026.
3.B. Promoters. Dr. Priya Ramaswamy and Dr. Julian Ochoa may be deemed "promoters" of the issuer within the meaning of Rule 405 under the Securities Act of 1933, as amended, in their capacities as co-founders of the Company. [Note for reviewer: The SEC definition of "promoter" under Rule 405 includes any person who, acting alone or in conjunction with others, directly or indirectly takes initiative in founding and organizing the business of an issuer. Both Dr. Ramaswamy and Dr. Ochoa satisfy this definition. To be confirmed with Kevin Ostrowski whether to check the "Promoter" box for each founder or to omit the designation. Current practice at the firm has varied — please advise.]
ITEM 4. INDUSTRY GROUP
Industry Group: Health Care
Subgroup: Biotechnology
Description of Business: Meridian Diagnostics, Inc. is a health care and biotechnology company focused on the development of advanced point-of-care diagnostic devices. The Company's lead product, the MeridianPulse platform, is a proprietary microfluidic-based diagnostic system designed to perform a 14-marker blood panel with a sub-8-minute turnaround time. The MeridianPulse platform is intended for use in primary care clinics, urgent care settings, and decentralized clinical environments. The Company is currently in the pre-commercial development stage and has not yet generated revenue.
ITEM 5. ISSUER SIZE
5.A. Revenue Range
Revenue Range: Decline to Disclose / Not Applicable
Note for reviewer: Meridian Diagnostics, Inc. is a pre-revenue, early-stage company. The Company has not generated any revenue since its incorporation in June 2023. As of the date of the first sale in this offering (February 9, 2026), the Company's approximate monthly cash burn rate is $185,000, and its remaining cash on hand prior to the closing of this offering was approximately $1,400,000. The "Decline to Disclose" selection is appropriate for pre-revenue issuers that have not yet commenced commercial operations. This approach is consistent with prior Calderwood & Harkness filings for similarly situated portfolio companies.
5.B. Aggregate Net Asset Value Range
Selection: Not Applicable
Meridian Diagnostics, Inc. is an operating company and is not a pooled investment fund. Accordingly, this item is not applicable.
ITEM 6. FEDERAL EXEMPTION(S) AND EXCLUSION(S) CLAIMED
6.A. Rule or Regulation Relied Upon
The issuer claims the following federal exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"):
The offering described in this notice is being conducted in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The issuer has complied with the conditions of Rule 506(b), including the limitation on the manner of offering, the restriction on the number and type of non-accredited investors (none participated in this offering), and the provision of applicable information to investors.
6.B. Type of Filing Under Rule 506
General Solicitation or General Advertising Used? No
The issuer did not engage in any form of general solicitation or general advertising in connection with this offering. All investors were identified and contacted through pre-existing, substantive relationships maintained by the Company and/or by Cobalt Ventures LP, the lead investor. This offering was conducted in a manner consistent with the requirements of Rule 506(b), which prohibits general solicitation and general advertising.
ITEM 7. TYPE OF FILING
This is the initial Form D notice filing for this offering of securities. The first sale in this offering occurred on February 9, 2026, which was the date on which the Series Seed Preferred Stock Purchase Agreement was executed and the closing of the offering took place simultaneously (simultaneous sign-and-close). This Form D is being filed within the 15-calendar-day period following the date of first sale, as required by Rule 503 of Regulation D.
ITEM 8. DURATION OF OFFERING
Does the issuer intend this offering to last more than one year? No
The offering described in this notice was completed in a single closing on February 9, 2026. All shares of Series Seed Preferred Stock were issued and all purchase price consideration was received on that date. There are no additional closings anticipated, and the offering is fully subscribed and closed. The anticipated completion date of the offering is February 9, 2026.
ITEM 9. TYPE(S) OF SECURITIES OFFERED
Type of Security: Equity
Description of Security: Series Seed Preferred Stock
The securities offered and sold in this offering consist of shares of Series Seed Preferred Stock of Meridian Diagnostics, Inc. The rights, preferences, privileges, and restrictions of the Series Seed Preferred Stock are set forth in the Company's Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on February 9, 2026.
The principal terms of the Series Seed Preferred Stock include the following:
• Liquidation Preference: 1x non-participating liquidation preference, meaning that upon any liquidation, dissolution, or winding up of the Company (including any deemed liquidation event), holders of Series Seed Preferred Stock are entitled to receive, prior to and in preference to any distribution to holders of Common Stock, an amount equal to the greater of (i) the original issue price per share of Series Seed Preferred Stock, plus any declared but unpaid dividends, or (ii) the amount such holders would have received had the Series Seed Preferred Stock been converted to Common Stock immediately prior to such event.
• Anti-Dilution Protection: Broad-based weighted average anti-dilution adjustment in the event the Company issues additional shares of equity securities at a price per share less than the applicable conversion price then in effect, subject to customary carve-outs and exceptions.
• Conversion: Each share of Series Seed Preferred Stock is convertible into shares of Common Stock at the option of the holder at any time, initially on a 1:1 basis, subject to adjustment for stock splits, stock dividends, and anti-dilution adjustments. Automatic conversion of all outstanding shares of Series Seed Preferred Stock occurs upon (a) the closing of a firm-commitment underwritten public offering yielding gross proceeds of not less than $50,000,000 (a "Qualified IPO"), or (b) the written consent of the holders of a majority of the then-outstanding shares of Series Seed Preferred Stock.
• Voting Rights: Each share of Series Seed Preferred Stock is entitled to a number of votes equal to the number of shares of Common Stock into which such share of Series Seed Preferred Stock is convertible, and votes together with the Common Stock as a single class on all matters submitted to a vote of stockholders, except as otherwise required by law or by the terms of the Amended and Restated Certificate of Incorporation.
• Dividends: Non-cumulative dividends at a rate of 8% per annum of the original issue price, payable when, as, and if declared by the Board of Directors, in preference to dividends on Common Stock.
ITEM 10. BUSINESS COMBINATION TRANSACTION
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition, or exchange offer? No
This offering is not being made in connection with a business combination transaction of any kind. The offering consists solely of the issuance and sale of newly authorized shares of Series Seed Preferred Stock for cash consideration and the conversion of previously issued convertible promissory notes.
ITEM 11. MINIMUM INVESTMENT
Minimum Investment Accepted from Any Outside Investor: $600,000
Note for reviewer: The smallest individual investor allocation in this offering was the investment by Atlas Point Angel Syndicate, LLC, which invested $600,000 in exchange for 223,999 shares of Series Seed Preferred Stock. No separate minimum investment amount was specified in the Series Seed Preferred Stock Purchase Agreement. The $600,000 figure reported here represents the smallest actual investment allocation in the round, consistent with SEC instructions to report the minimum investment accepted from any outside investor. This approach has been confirmed as appropriate in prior Calderwood & Harkness filings; see Matter No. 1004-00001 (NovaStar Therapeutics) for precedent.
ITEM 12. SALES COMPENSATION
12.A. Recipient(s) of Sales Compensation
Were any persons paid (directly or indirectly) any commission or other remuneration for solicitation of purchasers in connection with sales of securities in the offering? No
No placement agents, broker-dealers, finders, or other intermediaries were engaged by the issuer or any other person in connection with the offer and sale of the securities described in this notice. No commissions, fees, or other remuneration of any kind were paid to any person for the solicitation of purchasers.
All investors in this offering were directly sourced by the Company's management team and by Cobalt Ventures LP, in its capacity as lead investor, through pre-existing, substantive relationships. Cobalt Ventures LP did not receive any sales compensation, placement fees, or finder's fees in connection with the identification or solicitation of any investors in this offering.
12.B. Broker-Dealer Information
Associated Broker-Dealer(s): Not Applicable
No broker-dealer, whether registered or unregistered, was involved in the offer, sale, or placement of the securities described in this notice.
ITEM 13. OFFERING AND SALES AMOUNTS
13.A. Total Offering Amount
Total Offering Amount: $12,000,000
Is the offering amount indefinite? No
The total offering amount represents the aggregate new cash consideration raised through the sale of 4,479,981 shares of Series Seed Preferred Stock at a price per share of $2.6786.
13.B. Total Amount Sold
Total Amount Sold as of the Date of Filing: $12,000,000
The entire offering amount has been sold. All shares were issued and all consideration was received at the closing on February 9, 2026.
13.C. Total Remaining to Be Sold
Total Remaining to Be Sold: $0
The offering is fully subscribed and closed. No additional shares remain available for sale, and no additional closings are anticipated.
13.D. Clarification of Response
In addition to the $12,000,000 in new cash consideration raised through the issuance of 4,479,981 shares of Series Seed Preferred Stock at a price of $2.6786 per share, the following note conversions occurred simultaneously at the closing on February 9, 2026:
Approximately 1,098,362 additional shares of Series Seed Preferred Stock were issued upon the automatic conversion of convertible promissory notes in an aggregate original principal amount of $2,100,000, plus $253,750 in accrued and unpaid interest thereon. The convertible promissory notes were originally issued by the Company on September 12, 2023.
The notes converted at an effective price per share of $2.1429, reflecting the application of a 20% discount to the Series Seed Preferred Stock price per share of $2.6786, as provided in the terms of the convertible promissory notes. The total amount converted (principal plus accrued interest) was $2,353,750. The note conversion did not involve any new cash consideration to the Company but resulted in the issuance of additional shares of Series Seed Preferred Stock to the noteholders.
Summary of Total Series Seed Preferred Stock Issuance:
ITEM 14. INVESTORS
14.A. Number of Accredited Investors Who Have Already Invested
Number of Accredited Investors: 6
All six investors in this offering are "accredited investors" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended. The accredited investor status of each investor was verified through investor questionnaires and representations contained in the Series Seed Preferred Stock Purchase Agreement and, with respect to the noteholders, the applicable convertible promissory note purchase agreements.
The following is a breakdown of the investors and their respective investments for internal reference:
[Internal Reference Only — Not Included in EDGAR Filing]
14.B. Number of Non-Accredited Investors Who Have Already Invested
Number of Non-Accredited Investors: 0
No non-accredited investors participated in this offering. The offering was limited exclusively to accredited investors, consistent with the requirements of Rule 506(b) of Regulation D.
14.C. Total Number of Investors Who Have Already Invested
Total Number of Investors: 6
ITEM 15. SALES COMMISSIONS AND FINDERS' FEES EXPENSES
15.A. Sales Commissions
Provide the aggregate amount of all sales commissions paid or to be paid in connection with the offering: $0
No sales commissions of any kind were paid or are payable in connection with this offering.
15.B. Finders' Fees
Provide the aggregate amount of all finders' fees paid or to be paid in connection with the offering: $0
No finders' fees of any kind were paid or are payable in connection with this offering.
15.C. Clarification of Response
Not applicable. No intermediaries, placement agents, broker-dealers, or finders of any kind were engaged in connection with this offering. Accordingly, no sales commissions, finders' fees, or other transaction-based compensation was paid or is payable to any person in connection with the solicitation or sale of the securities described in this notice.
ITEM 16. USE OF PROCEEDS
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors, or promoters in response to Item 3 above:
$0
Note for reviewer: Dr. Ramaswamy and Dr. Ochoa receive ongoing compensation (salary) as employees and executive officers of the Company. However, these salary payments constitute ordinary operating expenses of the Company and are not reportable as a "use of offering proceeds" for purposes of this item. No bonuses, transaction-related payments, or other compensation directly tied to the closing of this offering are payable to any executive officer, director, or promoter. This treatment is consistent with SEC guidance and prior Calderwood & Harkness filings.
Gross Proceeds to Issuer: $12,000,000
Net Offering Proceeds (after deduction of offering expenses): Approximately $11,950,000
The issuer's offering expenses consist of the following:
Reimbursement of legal fees and expenses of Cobalt Ventures Fund III, LP incurred in connection with the financing, in an amount not to exceed $50,000, payable from offering proceeds pursuant to Section 6.3 of the Series Seed Preferred Stock Purchase Agreement. Calderwood & Harkness LLP serves as outside counsel to Cobalt Ventures Fund III, LP and Cobalt Ventures LP in connection with this transaction.
Intended Use of Proceeds:
The net proceeds of this offering are intended to be used for general corporate purposes, including without limitation:
• Continued research and development of the MeridianPulse point-of-care diagnostic platform, including hardware engineering, microfluidic chip design, assay development and validation, and software development;
• Expansion of the Company's research and development team, including hiring of additional scientists, engineers, and product development personnel;
• Procurement of laboratory equipment, supplies, and materials necessary for product development and pre-clinical testing;
• General working capital and operating expenses, including rent, utilities, insurance, and administrative costs; and
• Other general corporate purposes as determined by the Company's Board of Directors from time to time.
No material portion of the net proceeds of this offering is expected to be used for the acquisition of any business or assets, the repayment of indebtedness (other than the conversion of the convertible promissory notes described in Item 13.D above, which did not involve any cash payment), or the payment of any dividend or distribution to stockholders.
SIGNATURE BLOCK AND CERTIFICATION
The issuer certifies that this notice of exempt offering of securities on Form D is true, correct, and complete, and that the undersigned has been duly authorized by the issuer to sign this Form D on its behalf.
The issuer acknowledges that any person who makes or causes to be made any false or misleading statement or omission in any document filed with the Securities and Exchange Commission may be subject to civil liability under Section 17(a) of the Securities Act of 1933, as amended, and Section 10(b) of the Securities Exchange Act of 1934, as amended, and criminal liability under 18 U.S.C. § 1001.
The undersigned, in signing this Form D on behalf of the issuer, represents and certifies that the information contained herein is true, correct, and complete to the best of the undersigned's knowledge and belief.
ISSUER:
MERIDIAN DIAGNOSTICS, INC.
By: ________
Name: Dr. Priya Ramaswamy
Title: Chief Executive Officer & President
Date: ________
[To be dated upon filing — the Form D must be filed on or before February 24, 2026, which is the 15th calendar day following the date of first sale (February 9, 2026).]
FILING NOTES AND INSTRUCTIONS
Internal Calderwood & Harkness LLP Working Notes
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
The following notes are internal to Calderwood & Harkness LLP and are included with this draft for the convenience of the review team. These notes will not be included in the filed version of the Form D and must be removed prior to submission via EDGAR.
A. EDGAR Filing Instructions
1. Filing Method: This Form D is required to be filed electronically via the SEC's EDGAR (Electronic Data Gathering, Analysis, and Retrieval) system. The Form D filing is completed through the EDGAR Online Forms/EDGAR Filing website and does not require the submission of a PDF or paper filing.
2. Issuer CIK Number: [To be obtained and confirmed. Leila Nazari to verify whether Meridian Diagnostics, Inc. has been registered on EDGAR and has received a Central Index Key (CIK) number. If the Company has not yet registered on EDGAR, a CIK application must be submitted in advance of the Form D filing. The EDGAR registration process typically requires 24–48 hours for processing. Given the filing deadline of February 24, 2026, the EDGAR registration should be initiated no later than February 20, 2026, to allow sufficient processing time. Coordinate with Catherine Devereaux at Whitfield & Ames LLP to confirm whether the Company has previously filed any documents on EDGAR or has an existing CIK number.]
3. Filing Deadline: February 24, 2026. Rule 503 of Regulation D requires that a notice on Form D be filed with the SEC no later than 15 calendar days after the date of first sale of securities in the offering. The date of first sale was February 9, 2026. Accordingly, the filing deadline is February 24, 2026 (15 calendar days from and after February 9, 2026).
4. EDGAR Filing Credentials: The EDGAR filing will require the Company's EDGAR access codes, including the CIK number, CCC (CIK Confirmation Code), and EDGAR filing password. These credentials are issued to the Company upon EDGAR registration and must be provided by the Company or company counsel.
5. Filing Confirmation: Upon successful submission, EDGAR will generate an electronic filing confirmation and an accession number. A copy of the filed Form D and the accession number should be included in the closing binder and provided to all parties.
B. State Blue Sky Notice Filing Cross-Reference
Concurrent state notice filings under applicable state securities laws ("Blue Sky" laws) are required in connection with this offering. Based on the locations of the investors and the principal place of business of the issuer, state notice filings are anticipated to be required in the following jurisdictions:
A separate Blue Sky Filing Memorandum has been prepared by Calderwood & Harkness LLP and circulated to the deal team, setting forth the state-specific forms, filing fees, and deadlines applicable to each required jurisdiction. The Blue Sky notice filings are being handled separately from this federal Form D filing. This Form D is the federal filing only and does not satisfy or substitute for any state notice filing requirements.
C. Review and Approval Workflow
Matter Number: 1004-00001
Open Items for Resolution Prior to Filing:
1. Confirm Company phone number for Items 1.F and 2.B (coordinate with Whitfield & Ames).
2. Confirm whether the Company maintains a public-facing website for Item 1.G.
3. Confirm whether Dr. Ramaswamy and Dr. Ochoa should be designated as "Promoters" in Item 3 (Kevin Ostrowski to advise).
4. Obtain or confirm the Company's EDGAR CIK number; if not yet registered, initiate EDGAR registration immediately.
5. Obtain EDGAR filing credentials from Company or company counsel.
6. Obtain executed signature page from Dr. Priya Ramaswamy.
7. Confirm investor jurisdictions for Blue Sky filing purposes (cross-reference with Blue Sky memo).
D. Attachments and Exhibits
No attachments or exhibits are required to be filed with the Form D. The Form D is a standalone notice filing. However, the following documents are maintained in the transaction closing binder for reference and should be available in the event of any SEC inquiry:
• Executed Series Seed Preferred Stock Purchase Agreement, dated February 9, 2026
• Amended and Restated Certificate of Incorporation of Meridian Diagnostics, Inc., as filed with the Delaware Secretary of State on February 9, 2026
• Investors' Rights Agreement, dated February 9, 2026
• Right of First Refusal and Co-Sale Agreement, dated February 9, 2026
• Voting Agreement, dated February 9, 2026
• Schedule of Investors (including share allocations and purchase price amounts)
• Convertible Promissory Notes, dated September 12, 2023 (Dr. Margaret Liu; Clearwater Bridge Associates, LLC)
• Board Resolutions approving the issuance of Series Seed Preferred Stock
• Secretary's Certificate and Officers' Certificates delivered at closing
• Legal opinions delivered at closing
• Accredited investor questionnaires and representations
E. Amendment Filing Obligations
Following the filing of this initial Form D, the issuer should be advised of the following ongoing obligations:
1. Material Changes. If any material change occurs in the information set forth in this Form D after the date of filing — including, without limitation, any additional sales of securities, any change in the officers or directors of the issuer, any change in the total offering amount, or any change in the use of proceeds — an amendment to the Form D must be filed with the SEC promptly.
2. Annual Amendment. If the offering were to continue for more than one year after the date of the initial filing, Rule 503(a) of Regulation D would require the filing of an annual amendment to the Form D on or before the first anniversary of the initial filing. However, because this offering is fully closed as of February 9, 2026, and no additional sales are anticipated, an annual amendment filing is not expected to be required.
3. State Amendment Filings. Any amendment to the federal Form D may also trigger corresponding amendment filing obligations at the state level. The Blue Sky Filing Memorandum should be consulted for state-specific requirements.
END OF DRAFT
Calderwood & Harkness LLP — Matter No. 1004-00001 Prepared by Leila Nazari, Associate Draft Date: February 2026
| Field | Entry |
| Street Address 1 | 225 Binney Street, Suite 400 |
| Street Address 2 | — |
| City | Cambridge |
| State/Province | Massachusetts |
| Zip/Postal Code | 02142 |
| Phone Number | [To be confirmed by company counsel at Whitfield & Ames LLP — Leila to follow up with Catherine Devereaux] |
| Field | Entry |
| Last Name | Ramaswamy |
| First Name | Priya |
| Middle Name | — |
| Title | Chief Executive Officer & President |
| Street Address 1 | 225 Binney Street, Suite 400 |
| Street Address 2 | — |
| City | Cambridge |
| State/Province | Massachusetts |
| Zip/Postal Code | 02142 |
| Phone Number | [To be confirmed] |
| Field | Entry |
| Last Name | Ramaswamy |
| First Name | Priya |
| Middle Name | — |
| Title | Co-Founder, Chief Executive Officer & President, Director |
| Street Address 1 | 225 Binney Street, Suite 400 |
| City | Cambridge |
| State/Province | Massachusetts |
| Zip/Postal Code | 02142 |
| Relationship to Issuer | Executive Officer Director Promoter |
| Field | Entry |
| Last Name | Ochoa |
| First Name | Julian |
| Middle Name | — |
| Title | Co-Founder, Chief Technology Officer, Director |
| Street Address 1 | 225 Binney Street, Suite 400 |
| City | Cambridge |
| State/Province | Massachusetts |
| Zip/Postal Code | 02142 |
| Relationship to Issuer | Executive Officer Director Promoter |
| Field | Entry |
| Last Name | Hargrove |
| First Name | David |
| Middle Name | — |
| Title | Director (Series Seed Preferred Stock designee of Cobalt Ventures Fund III, LP) |
| Street Address 1 | 2400 Sand Hill Road, Suite 310 (c/o Cobalt Ventures LP) |
| City | Menlo Park |
| State/Province | California |
| Zip/Postal Code | 94025 |
| Relationship to Issuer | Executive Officer Director Promoter |
| Exemption | Claimed? |
| Rule 504 of Regulation D | No |
| Rule 506(b) of Regulation D | Yes | |||
| Rule 506(c) of Regulation D | No | |||
| Securities Act Section 4(a)(5) | No | |||
| Investment Company Act Section 3(c) | No | |||
| Other | No | |||
| Field | Entry | |||
| Type of Filing | New Notice | |||
| Date of First Sale in This Offering | February 9, 2026 | |||
| First Form D for This Offering? | Yes | |||
| Field | Entry | |||
| Name of Broker-Dealer | N/A | |||
| CRD Number | N/A | |||
| Street Address | N/A | |||
| State(s) of Solicitation | N/A | |||
| Source | Shares Issued | Price Per Share | Consideration | |
| New money investors | 4,479,981 | $2.6786 | $12,000,000 (cash) | |
| Note conversion (principal + interest) | 1,098,362 | $2.1429 (effective) | $2,353,750 (conversion of debt) | |
| Total | 5,578,343 | — | $14,353,750 | |
| No. | Investor Name | Type | Investment Amount | Shares Issued |
| 1 | Cobalt Ventures Fund III, LP | New money | $7,200,000 | 2,687,989 |
| 2 | Pinewood Health Ventures, LLC | New money | $2,400,000 | 895,996 |
| 3 | Thornfield Capital Partners, LP | New money | $1,800,000 | 671,997 |
| 4 | Atlas Point Angel Syndicate, LLC | New money | $600,000 | 223,999 |
| 5 | Dr. Margaret Liu | Note conversion | $1,200,000 principal + pro rata accrued interest | Pro rata portion of 1,098,362 conversion shares |
| 6 | Clearwater Bridge Associates, LLC | Note conversion | $900,000 principal + pro rata accrued interest | Pro rata portion of 1,098,362 conversion shares |
| State | Basis for Filing | Filing Deadline |
| California | Investor location (Cobalt Ventures Fund III, LP — Menlo Park, CA) | Per state requirements |
| Massachusetts | Issuer principal place of business; potential investor locations | Per state requirements |
| New York | Investor location(s) — to be confirmed | Per state requirements |
| Texas | Investor location(s) — to be confirmed | Per state requirements |
| Step | Responsible Person | Status |
| Initial Drafting | Leila Nazari, Associate, Calderwood & Harkness LLP | Complete |
| First Review | Garrett Simmons, Lead Associate, Calderwood & Harkness LLP | Pending |
| Partner Review | Kevin Ostrowski, Responsible Partner, Calderwood & Harkness LLP | Pending |
| Client Approval (Investor Side) | Morgan Tsai, VP of Legal Affairs, Cobalt Ventures LP | Pending |
| Issuer Sign-Off Coordination | Catherine Devereaux / Thomas Whitaker, Whitfield & Ames LLP | Pending |
| Issuer Execution | Dr. Priya Ramaswamy, CEO, Meridian Diagnostics, Inc. | Pending |
| EDGAR Filing | Leila Nazari / Calderwood & Harkness filing team | Pending |