Calderwood & Harkness LLP 555 California Street, Suite 3200 San Francisco, CA 94104 Matter Number: 1004-00003
SECRETARY'S CERTIFICATE OF HELIOGRAPH THERAPEUTICS, INC.
Delivered Pursuant to Section 6.2(d) of the Series B Preferred Stock Purchase Agreement dated August 15, 2025
Closing Date: September 5, 2025
The undersigned, Jordan R. Kavanagh, acting as Secretary of Heliograph Therapeutics, Inc., a Delaware corporation (the "Company"), hereby certifies, in connection with the closing (the "Closing") of the transactions contemplated by that certain Series B Preferred Stock Purchase Agreement, dated as of August 15, 2025 (the "Purchase Agreement"), by and between the Company and Cobalt Ventures LP, a Delaware limited partnership (the "Investor"), as follows:
This Secretary's Certificate is delivered pursuant to Section 6.2(d) of the Purchase Agreement as a condition precedent to the Closing. The delivery of this Certificate, together with each of the exhibits and attachments hereto, is a requirement under the Purchase Agreement in order for the obligations of the Investor to consummate the transactions contemplated thereby to become effective.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.
The Company is a corporation duly organized and validly existing under the laws of the State of Delaware, having been incorporated in March 2021 under Delaware File Number 5923417. The Company's principal office is located at 4800 Biopark Drive, Building C, Suite 200, Durham, NC 27709.
The undersigned has access to, has reviewed, and is familiar with the Company's organizational documents, minute books, stock ledger, and other corporate records, and has made such examination and inquiry as the undersigned deems necessary or appropriate to make the certifications set forth herein.
CERTIFICATION 1 — AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of the Company (the "Restated Charter"), as filed with the Secretary of State of the State of Delaware.
The Restated Charter was duly adopted by the Board of Directors of the Company and approved by the requisite vote of the stockholders of the Company in accordance with Sections 228, 242, and 245 of the Delaware General Corporation Law. The Restated Charter was duly filed with the Secretary of State of the State of Delaware on September 4, 2025 and has not been further amended, modified, restated, or supplemented since such filing. No proceedings for the amendment, modification, restatement, or repeal of the Restated Charter have been instituted, commenced, or threatened.
The Restated Charter authorizes, among other things, the designation and issuance of 14,414,414 shares of Series B Preferred Stock, par value $0.0001 per share, with an original issue price of $1.3875 per share, and sets forth the rights, preferences, privileges, and restrictions applicable to such Series B Preferred Stock, including without limitation the liquidation, dividend, conversion, voting, and anti-dilution provisions thereof.
The Restated Charter is in full force and effect as of the date hereof, and the copy attached hereto as Exhibit A is identical in all respects to the version on file with the Secretary of State of the State of Delaware.
CERTIFICATION 2 — BYLAWS
The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of the Company, as currently in effect (the "Bylaws").
The Bylaws were duly adopted by the Board of Directors of the Company in accordance with the Company's Certificate of Incorporation and the Delaware General Corporation Law. The Bylaws have not been amended, modified, restated, or supplemented since their adoption on March 12, 2021 and remain in full force and effect as of the date hereof. No proceedings for the amendment, modification, restatement, or repeal of the Bylaws have been instituted, commenced, or threatened by any person or entity.
The copy of the Bylaws attached hereto as Exhibit B is identical in all respects to the version maintained in the Company's corporate records.
CERTIFICATION 3 — BOARD RESOLUTIONS
The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of the Company.
The Resolutions were adopted by unanimous written consent of the Board of Directors on August 8, 2025, in accordance with Section 141(f) of the Delaware General Corporation Law and the Bylaws of the Company. All members of the Board of Directors as of such date executed and delivered such unanimous written consent. No meeting of the Board of Directors was required in connection therewith, and all applicable notice and quorum requirements were satisfied or duly waived.
The Resolutions authorize and approve, among other things, the following:
(a) The Series B Preferred Stock financing contemplated by the Purchase Agreement, including the issuance and sale of 14,414,414 shares of Series B Preferred Stock to the Investor at a price of $1.3875 per share for an aggregate purchase price of $20,000,000, and the reservation of a sufficient number of shares of Common Stock for issuance upon conversion of the Series B Preferred Stock;
(b) The filing of the Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware, such filing to be effectuated immediately prior to or contemporaneously with the Closing of the transactions contemplated by the Purchase Agreement;
(c) The execution, delivery, and performance by the Company of the Purchase Agreement and each of the ancillary agreements contemplated thereby, including without limitation the Investors' Rights Agreement, the Right of First Refusal and Co-Sale Agreement, the Voting Agreement, and the Escrow Agreement with Granite Trust Company, N.A., as escrow agent, each in substantially the forms presented to and reviewed by the Board of Directors;
(d) The appointment of Dr. Elena Marchetti as the Series B Director designated by the Investor to the Board of Directors of the Company, such appointment to be effective as of the Closing, in accordance with the terms and conditions of the Voting Agreement;
(e) The authorization of the officers of the Company, acting singly or together, to execute and deliver all documents, instruments, and certificates, and to take all actions, as such officers may deem necessary, appropriate, or desirable in order to consummate the transactions contemplated by the Purchase Agreement and the ancillary agreements referenced therein, including without limitation the filing of any required notices or registrations with applicable federal or state regulatory authorities; and
(f) The deposit of $1,000,000 of the aggregate purchase price proceeds into escrow at Granite Trust Company, N.A., as escrow agent, in accordance with the terms and conditions of the Escrow Agreement, such escrowed funds to be held and released as provided therein.
The Resolutions have not been rescinded, revoked, amended, modified, or superseded in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of the Company, whether at a meeting or by written consent, that would conflict with, modify, limit, or supersede the Resolutions or any of the actions authorized or approved thereby.
CERTIFICATION 4 — INCUMBENCY AND SPECIMEN SIGNATURES
The undersigned hereby certifies that the following persons are the duly elected or appointed officers of the Company, holding the offices set forth opposite their respective names below, and that the signatures set forth opposite their respective names are their true and genuine signatures. Such persons are duly authorized to execute and deliver, on behalf of the Company, the Purchase Agreement and each of the ancillary transaction documents contemplated thereby, including without limitation the Investors' Rights Agreement, the Right of First Refusal and Co-Sale Agreement, the Voting Agreement, and the Escrow Agreement.
Each of the above-named officers held such office on August 15, 2025 (the date of execution and delivery of the Purchase Agreement) and continues to hold such office as of the date of this Certificate. No proceedings for the removal, resignation, or replacement of any such officer have been instituted, commenced, or threatened, and no event has occurred that would cause any such office to become vacant.
CERTIFICATION 5 — GOOD STANDING CERTIFICATE
The undersigned hereby certifies that attached hereto as Exhibit D is a true, correct, and complete copy of a Certificate of Good Standing (also referred to as a Certificate of Legal Existence) of the Company issued by the Secretary of State of the State of Delaware, dated not more than five (5) business days prior to the date hereof.
The Company has been in continuous good standing with the Secretary of State of the State of Delaware since its incorporation in March 2021 and remains in good standing as of the date hereof. The Company has timely filed all required annual reports, franchise tax reports, and other filings with the Secretary of State of the State of Delaware, and has paid all franchise taxes and fees due and owing to the State of Delaware as of the date hereof. No proceedings for the dissolution, revocation, forfeiture, or suspension of the Company's certificate of incorporation or good standing have been instituted, commenced, or threatened.
The Company's Delaware File Number is 5923417. The Company's registered agent in the State of Delaware is Capitol Corporate Services, Inc., 1675 South Ashbury Asset Advisors, Suite B, Dover, DE 19901. The Company has maintained a registered agent and registered office in the State of Delaware at all times since its incorporation.
ADDITIONAL CERTIFICATIONS
The undersigned has made due inquiry and investigation and, to the best of the undersigned's knowledge, information, and belief, after reasonable investigation, each of the foregoing certifications is true, correct, and complete in all material respects as of the date hereof. The undersigned has reviewed the originals or certified copies of all documents referenced herein, has compared the copies attached hereto as exhibits with such originals or certified copies, and has confirmed that the attached copies are true, correct, and complete reproductions thereof.
This Certificate is being delivered on behalf of the Company and not in any individual capacity, and the undersigned shall have no personal liability with respect hereto. The undersigned is making the certifications set forth herein solely in his capacity as Secretary of the Company, and the Investor may rely upon this Certificate and the certifications contained herein in connection with the Closing of the transactions contemplated by the Purchase Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of September 5, 2025.
HELIOGRAPH THERAPEUTICS, INC.
By: ________
Name: Jordan R. Kavanagh
Title: Secretary
COUNTER-CERTIFICATION — INCUMBENCY VERIFICATION
I, Dr. Priya Anand, Co-Founder, Chief Executive Officer, and Director of the Company, hereby confirm that Jordan R. Kavanagh is the duly appointed Secretary of Heliograph Therapeutics, Inc. and has served in such capacity since August 2023. I further confirm that the signature set forth above is his true and genuine signature, and that he was duly authorized to execute and deliver this Secretary's Certificate on behalf of the Company in connection with the Closing of the transactions contemplated by the Purchase Agreement.
By: ________
Name: Dr. Priya Anand
Title: Co-Founder, Chief Executive Officer, and Director
Date: ________
EXHIBIT A
Amended and Restated Certificate of Incorporation of Heliograph Therapeutics, Inc.
As filed with the Secretary of State of the State of Delaware on September 4, 2025
[Attached hereto — Amended and Restated Certificate of Incorporation of Heliograph Therapeutics, Inc., as filed with the Secretary of State of the State of Delaware on September 4, 2025]
The Restated Charter authorizes the following classes and series of capital stock: (i) Common Stock, par value $0.0001 per share; (ii) Series A Preferred Stock, par value $0.0001 per share; and (iii) Series B Preferred Stock, par value $0.0001 per share (14,414,414 shares authorized at an original issue price of $1.3875 per share). The Series B Preferred Stock carries a 1x non-participating liquidation preference, an 8% non-cumulative dividend, an initial 1:1 conversion ratio to Common Stock, automatic conversion upon a qualified initial public offering at a price per share of not less than $4.1625 (3x the original issue price) with aggregate gross proceeds of not less than $75,000,000, broad-based weighted average anti-dilution protection, and customary protective provisions requiring the consent of the holders of a majority of the then-outstanding shares of Series B Preferred Stock voting as a separate class.
EXHIBIT B
Bylaws of Heliograph Therapeutics, Inc.
As currently in effect
[Attached hereto — Bylaws of Heliograph Therapeutics, Inc., as adopted on March 12, 2021, and currently in effect]
EXHIBIT C
Resolutions of the Board of Directors of Heliograph Therapeutics, Inc.
Adopted by Unanimous Written Consent on August 8, 2025
[Attached hereto — Resolutions of the Board of Directors of Heliograph Therapeutics, Inc., adopted by Unanimous Written Consent effective August 8, 2025]
The Resolutions include recitals referencing the proposed Series B Preferred Stock financing and the negotiation and preparation of the transaction documents by the Company and the Investor. The operative resolutions authorize and approve: (i) the issuance and sale of 14,414,414 shares of Series B Preferred Stock to the Investor at a price of $1.3875 per share for aggregate gross proceeds of $20,000,000; (ii) the execution, delivery, and performance of the Purchase Agreement, the Investors' Rights Agreement, the Right of First Refusal and Co-Sale Agreement, the Voting Agreement, and the Escrow Agreement with Granite Trust Company, N.A.; (iii) the filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware; (iv) the appointment of Dr. Elena Marchetti as the Series B Director designated by the Investor to the Board of Directors; (v) the authorization of the officers of the Company to take all actions necessary or desirable to consummate the Closing; and (vi) the deposit of $1,000,000 of escrow funds with Granite Trust Company, N.A. in accordance with the Escrow Agreement.
EXHIBIT D
Certificate of Good Standing of Heliograph Therapeutics, Inc.
Issued by the Secretary of State of the State of Delaware
[Attached hereto — Certificate of Good Standing of Heliograph Therapeutics, Inc. issued by the Secretary of State of the State of Delaware, dated September 2, 2025]
Delaware File Number: 5923417 Registered Agent: Capitol Corporate Services, Inc., 1675 South Ashbury Asset Advisors, Suite B, Dover, DE 19901
| Name | Title | Specimen Signature |
| Dr. Priya Anand | Co-Founder, Chief Executive Officer, and Director | _______ |
| Dr. Marcus Ellington | Co-Founder, Chief Scientific Officer, and Director | _______ |