Prior Rounds, Capital History & Debt Summary

Class A carries double voting rights for Luke Jensen & Nicholas Courchesne. 53.10% combined founding stake (26.55% each). Vesting schedules apply per individual grant agreements. IP assignment agreements executed at formation. Delaware C-Corp — no par value.

Establishes founding equity pool. See Cap Table — Founders section.

Class C Founding Shares issued to co-founding team members (Andreas Demou, Erin Schirack, George Georgiou, Jonathan Ofori-Amoah). Standard vesting schedule: 50% quarterly over 3 years + 50% upon company milestones. All grants under the Equity Incentive Plan approved by the Board.

Co-founding team equity. See Cap Table — Class C Founding Shares section.

First external equity round. Class B Preferred Stock with standard voting rights. 18.90% fully diluted ownership. No board seats. Reconciles to corporate legal documents maintained by General Counsel Owen McGrann.

1,200,000 shares issued. See Cap Table — Pre-Seed Investors section.

Restricted Demand Promissory Note dated November 19, 2025. 180-day Restricted Period expired May 17, 2026 — now demandable. Upon demand, payable within 15 days. Interest: 8% per annum simple, non-compounding. Governing Law: Delaware. Unsecured, unconditional, unsubordinated obligation. Repayment: ~$50K USD principal + accrued 8% interest. Prepayment allowed at any time without penalty. Non-convertible — no equity kickers, no warrants, no options.

No equity impact — pure debt obligation. Principal (~$50K USD / CAD $71,086 equivalent) outstanding. Accruing interest at 8% per annum (simple). No conversion rights, no dilution.

$120K due at Equity Financing close ($50K principal + $10K fee per investor). NOT convertible — pure debt with attached warrant kickers. Each investor receives 300K options at $0.37/share. Options vest 100% upon repayment, expire 3 years from vesting. Non-voting when issued. Exercise is cash only. Joinder to Stockholders Agreement required. Unsecured, unsubordinated to equity, subordinate to secured indebtedness. No covenants.

Bridge loans tracked as debt (no equity dilution until options vest/exercise). 600K warrants reflected in pro forma cap table pending repayment. Options vest upon repayment and are non-voting.

NOT convertible — pure debt with personal guarantee and a separate share purchase option. Luke Jensen personally guarantees repayment of any unpaid balance. If not repaid earlier, repayment begins June 5, 2028 via 36 equal monthly installments of $1,000, ending May 5, 2031. Early repayment permitted anytime without penalty from revenue, financing proceeds, or other Company funds. Option: up to 100,000 Class B Preferred shares, exercisable within 36 months of execution (by June 5, 2029), voluntary, cash-only, priced at the Company's initial $3.7M valuation. Governing Law: Delaware.

No equity impact today — pure debt with personal guarantee. 100,000-share option outstanding pending exercise (not in base cap table). Brings Marc Dussault's cumulative bridge lending to $80,000 ($50K Jan 2026 + $30K June 2026).

Pre-Seed C structured as Class B Preferred Stock at $7.4M post-money valuation (28% discount to $10.3M Acephalt) — $7.16M pre-money. 3.31% equity dilution. Non-participating liquidation preference. No voting rights (Class B). Pro-rata participation rights in future rounds. Provides runway through Q1 2027 public launch and triggers Scale Round ($3M–$8M) at Q4 2028. See Round Terms page for full summary.

~342,418 new Class B Preferred shares issued at $0.72/share. Post-money: $7.4M. 3.31% dilution to existing holders. See Cap Table Pro Forma view.