TACHYRA DIAGNOSTICS, INC.

A Delaware Corporation

PRIVATE PLACEMENT MEMORANDUM

Near-Term Seed Raise — Post-Money SAFE, Two-Tier Structure

Up to $6,000,000 | Accredited Investors Only | Minimum Investment: $25,000

Founding Investor Tranche: First $750,000 at $8,000,000 Cap / 20% Discount — Standard Tranche: Remaining up to $5,250,000 at $12,000,000 Cap / 15% Discount

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. ACCREDITED INVESTORS ONLY. SEE RISK FACTORS.

© 2026 All Rights Reserved — Tachyra Diagnostics, Inc.

Confidentiality & Securities Legend

This Private Placement Memorandum (“Memorandum”) contains confidential and proprietary information belonging to Tachyra Diagnostics, Inc. (the “Company”). It is provided solely for the recipient’s evaluation of a potential investment and may not be reproduced, distributed, or shared with any third party without the Company’s prior written consent.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND ARE BEING OFFERED IN RELIANCE ON THE EXEMPTION PROVIDED BY RULE 506(c) OF REGULATION D. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR A VALID EXEMPTION THEREFROM.

NO FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

Welcome to Tachyra Diagnostics

Tachyra Diagnostics, Inc. is developing an AI-powered, physician-supervised clinical decision support (CDS) platform designed to help licensed physicians catch what unassisted clinical workflows miss — particularly the complex, n-way combinatorial medication interactions and diagnostic risk patterns that traditional pairwise interaction checkers and time-constrained visits routinely fail to surface. The platform was founded on a simple observation: most polypharmacy risk tools check drugs two at a time, when the dangerous interactions often emerge only when three, four, or more medications, comorbidities, and patient-specific factors combine.

The Company is founded and led on an interim basis by Barry Michaels, DC, MPA, whose background spans nine years of clinical practice as a licensed chiropractor followed by decades as a serial entrepreneur across nearly one hundred ventures.

The Company

Tachyra Diagnostics, Inc. (the “Company”) is a Delaware corporation. The Company is currently pre-revenue and in the seed stage of development, with a working pilot environment deployed for retrospective clinical validation ahead of a Founding Physician cohort launch.

Key Investment Highlights

• Large, urgent market: diagnostic error contributes to an estimated 795,000 deaths or permanent disabilities annually in the U.S., and medication non-adherence and non-response contribute to over 125,000 deaths and $100–$300 billion in avoidable healthcare costs annually.

• Differentiated technical approach: true n-way combinatorial polypharmacy risk detection, rather than the pairwise checking used by most existing tools.

• Physician-in-the-loop by design: the platform never delivers autonomous diagnosis or treatment decisions; all AI output requires physician review and approval before reaching a patient.

• Structural no-dosage-recommendation boundary, enforced in both code and system architecture — reducing regulatory and liability exposure relative to platforms that recommend doses.

• Asset-light, B2B software licensing model: the Company licenses to physicians and practices, who retain the patient relationship, medical license, and full clinical authority, avoiding Corporate Practice of Medicine complexity.

• Working pilot platform already deployed, including structured clinical intake, persistent patient records, n-way risk analysis, missing-data honesty flags, suggested tests, and SOAP note generation.

The Product

The Company’s platform is built around three core pillars:

• N-way combinatorial polypharmacy risk detection — identifying dangerous interaction patterns across the full medication and comorbidity profile, not just isolated drug pairs.

• Differential diagnosis support — assisting physicians in considering the full range of plausible diagnoses given a patient’s presentation and history.

• Cascade flagging — surfacing downstream risks created when a treatment for one condition creates or worsens another.

All platform output is advisory and subject to mandatory physician review; the platform is structurally prohibited from generating dosage recommendations, and this constraint is enforced in the application’s code and governing system prompt, not merely in marketing language.

Management

Barry Michaels, DC, MPA — Founder & Interim Chief Executive Officer

Barry Michaels is the Founder and Interim CEO of Tachyra Diagnostics. He brings approximately nine years of clinical practice experience as a licensed chiropractor, followed by decades as a serial entrepreneur across nearly one hundred ventures spanning multiple industries.

Additional Leadership

The Company is conducting active searches for a Chief Medical Officer, Chief Technology Officer, Chief Financial Officer, and Chief Legal Officer / General Counsel. All executive agreements are structured with deferred salary (triggering at $6,000,000 in aggregate financing or Board approval), four-year vesting with a one-year cliff, and equity expressed as fixed share counts rather than percentages.

Clinical & Regulatory Advisory Board

Dr. Ashok Srivastava, Co-founder & CMO of AyurDatta Clinical Solutions, has been engaged in discussions to join the Company’s Clinical & Regulatory Advisory Board. A Clinical & Regulatory Advisory Board Agreement has been drafted; as of the date of this Memorandum it has not yet been signed or executed by Dr. Srivastava, and no equity has been issued in connection with it.

Capitalization

A detailed capitalization table is being finalized and will be made available to prospective investors upon request and prior to closing. The table below reflects the Company’s current planning framework and is subject to change:

Use of Proceeds — Full Near-Term Raise: $6,000,000

This near-term raise funds the Company through Phase 1–2 clinical validation and initial pilot cohort acquisition. The Founding Investor tranche (first $750,000) funds the immediate bridge to the October 4, 2026 retrospective validation milestone; the Standard tranche funds the remainder of this near-term plan.

This near-term budget excludes enterprise sales build-out and broader team scaling, which are funded by the future Series A once Phase 1–2 validation and pilot evidence support raising it at a stronger valuation.

Investment Offering

The Company is offering up to $6,000,000 in Post-Money Simple Agreements for Future Equity (SAFEs) to accredited investors under Rule 506(c) of Regulation D, structured in two tranches to reflect the greater difficulty and risk of securing the earliest capital in a raise:

• Founding Investor Tranche — the first $750,000 closed, at a $8,000,000 valuation cap and a 20% discount to the price per share in the Company’s next priced equity financing.

• Standard Tranche — the remaining amount up to $6,000,000 total, at a $12,000,000 valuation cap and a 15% discount.

Both tranches convert on identical mechanical terms (automatic conversion at the future priced round, standard SAFE conversion mechanics) and differ only in valuation cap and discount rate. The tranche boundary is fixed by the dollar amount closed, not by identity of investor or date of investment — the first $750,000 in signed, funded SAFEs receives Founding Investor terms regardless of when within the offering period it closes.

Terms and Conditions — Founding Investor Tranche (First $750,000)

Terms and Conditions — Standard Tranche (Remaining up to $6,000,000)

Terms Common to Both Tranches

Final terms are subject to negotiation with securities counsel and, where applicable, a lead investor, prior to any closing. This Memorandum presents a planning framework and does not constitute a final term sheet.

Accredited Investor

An accredited investor is defined in Rule 501(a) of Regulation D under the Securities Act to include the following categories:

• Any bank, insurance company, registered investment company, or business development company acting in its individual or fiduciary capacity.

• Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

• Any organization described in Section 501(c)(3) of the Internal Revenue Code, or any corporation or trust not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.

• Any director or executive officer of the Company.

• Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of purchase exceeds $1,000,000, excluding the value of the primary residence.

• Any natural person who had individual income more than $200,000 in each of the two most recent years ($300,000 joint with spouse) and has a reasonable expectation of reaching the same income level in the current year.

• Any trust with total assets more than $5,000,000 not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person.

• Any entity in which all equity owners are accredited investors.

Investment Procedure

• Contact the Company to receive the complete SAFE instrument (Founding Investor or Standard terms, as applicable) and Subscription Documents.

• Submit documentary proof of accredited investor status as required under SEC Rule 506(c), consistent with the verification approach confirmed with the Company’s securities counsel.

• Execute the SAFE and all other required subscription documentation.

• Fund the investment. Funding mechanics (direct to Company operating account vs. escrow) to be confirmed with counsel prior to any closing.

• Receive an executed copy of the SAFE and confirmation of closing, including confirmation of which tranche (Founding Investor or Standard) the investment was allocated to.

Risk Factors

Investment in the SAFEs offered involves a high degree of risk. Prospective investors should consider the following factors, among others, prior to investing.

Early-Stage Company Risk

• The Company is a pre-revenue, seed-stage business with a limited operating history.

• The Company’s projections are speculative and subject to material change.

• The Company’s ability to execute its business plan is dependent on the success of this and future financings.

Regulatory Risk

• The Company’s platform operates in a heavily regulated environment spanning HIPAA/PHI handling, state-level AI-disclosure requirements, and potential FDA or other regulatory oversight of clinical decision support software.

• The Company has not yet executed a Business Associate Agreement (BAA) covering live protected health information; until it does, the platform operates on test/synthetic data only.

• Changes in healthcare, AI, or data-privacy regulation could require material changes to the product or business model.

Clinical & Product Risk

• The Company’s clinical validation is in early, retrospective stages as of the date of this Memorandum and has not yet been demonstrated on live patient data.

• Physician adoption of AI-assisted clinical decision support tools is not guaranteed and may be slower than projected.

Competitive Risk

• The clinical decision support and polypharmacy risk-detection space includes existing incumbents and may attract new, well-funded competitors.

Financial & Key-Person Risk

• The Company currently operates with a single primary operator across technical, legal, and strategic workstreams; the departure or unavailability of the Founder before key hires are completed would materially affect operations.

• The Company will require additional capital beyond this near-term raise to execute its full business plan, and there is no assurance that such capital will be available on acceptable terms or at all.

Tranche Structure Risk

• Investors in the Standard Tranche receive a higher valuation cap and lower discount rate than Founding Investor Tranche investors for economically identical instruments, solely as a function of the order in which capital was committed. Investors should understand this structure before investing and may wish to confirm its treatment with their own advisors.

Illiquidity Risk

• There is no public market for these SAFEs or the securities issuable upon their conversion. Investors should be prepared to hold their investment for an indefinite period.

Notice to Prospective Purchasers

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. NO FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS RECOMMENDED THESE SECURITIES.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR A VALID EXEMPTION THEREFROM.

Forward-Looking Statements

This Memorandum contains forward-looking statements within the meaning of Section 27A of the Securities Act, including statements about the Company’s plans and objectives for future operations and growth. These statements are based on current expectations involving numerous risks and uncertainties, and actual results could differ materially from those anticipated. Unless required by law, the Company undertakes no obligation to revise any forward-looking statement to reflect circumstances or events after the date of this Memorandum.

CONFIDENTIAL — FOR ACCREDITED INVESTORS ONLY

This Private Placement Memorandum does not constitute an offer to sell or a solicitation to buy any securities absent completion of counsel review. All potential investors are advised to conduct their own due diligence and consult with their financial, legal, and tax advisors before investing.

© 2026 All Rights Reserved — Tachyra Diagnostics, Inc.

TACHYRA DIAGNOSTICS, INC.

A Delaware Corporation

SUBSCRIPTION AGREEMENT

Post-Money Simple Agreement for Future Equity (SAFE) — Founding Investor / Standard Tranche

This Subscription Agreement (this “Agreement”) is entered into as of the date set forth on the signature page below, by and between Tachyra Diagnostics, Inc., a Delaware corporation (the “Company”), and the undersigned investor (the “Investor”), in connection with the Investor’s purchase of a Post-Money Simple Agreement for Future Equity (the “SAFE”) issued by the Company, substantially in the form attached hereto as Exhibit A.

1. Subscription

1.1 Subject to the terms of this Agreement, the Investor hereby subscribes for and agrees to purchase, and the Company agrees to sell, a SAFE in the principal amount set forth below (the “Purchase Amount”).

1.2 The Founding Investor Tranche is available only for purchases that fall within the first $750,000 accepted by the Company under the near-term SAFE offering described in the Company’s Private Placement Memorandum dated [DATE] (the “Memorandum”). The Company will notify the Investor at closing which tranche the Purchase Amount has been allocated to, based on the Company’s records of aggregate SAFEs accepted at the time of this subscription. If the Founding Investor Tranche is fully subscribed at the time the Company processes this Agreement, the Purchase Amount (or the unfilled portion of it) will automatically be allocated to the Standard Tranche unless the Investor withdraws the subscription in writing prior to closing.

1.3 This Agreement, once countersigned by the Company, together with the SAFE issued in connection herewith, constitutes the entire agreement between the Investor and the Company with respect to the Purchase Amount.

2. Accredited Investor Status

2.1 The Investor represents and warrants that the Investor is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and qualifies under at least one of the following categories (check all that apply):

☐ A natural person whose individual net worth, or joint net worth with spouse, exceeds $1,000,000, excluding the value of the primary residence.

☐ A natural person with individual income exceeding $200,000 (or joint income with spouse exceeding $300,000) in each of the two most recent years, with a reasonable expectation of reaching the same income level in the current year.

☐ A director or executive officer of the Company.

☐ A bank, insurance company, registered investment company, business development company, or private business development company.

☐ An organization described in Section 501(c)(3) of the Internal Revenue Code, or a corporation, trust, or partnership not formed for the specific purpose of acquiring the SAFE, with total assets in excess of $5,000,000.

☐ A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the SAFE, whose purchase is directed by a sophisticated person.

☐ An entity in which all of the equity owners are accredited investors.

☐ Other (describe): _______________________________________________

2.2 Verification (Rule 506(c))

Because this offering is being conducted under Rule 506(c) of Regulation D, which permits general solicitation, the Company is required to take reasonable steps to verify the accredited investor status of each purchaser, rather than relying solely on this self-certification. The Investor agrees to provide one or more of the following, as requested by the Company or its designated verification service:

• Copies of tax returns, W-2s, or Schedule K-1s for the two most recent years, together with a written representation that a reasonable expectation of the same income level exists for the current year; or

• Bank statements, brokerage statements, or other documentation of assets and liabilities dated within the prior three months, together with a credit report from a nationwide consumer reporting agency; or

• A written confirmation from a registered broker-dealer, SEC-registered investment adviser, licensed attorney, or certified public accountant, dated within the prior three months, that such person has taken reasonable steps to verify the Investor’s accredited status; or

• Written confirmation of accredited status from a third-party accredited investor verification service engaged by the Company.

The Company reserves the right to decline this subscription if adequate verification is not provided prior to closing.

3. Investor Representations, Warranties, and Acknowledgments

The Investor represents, warrants, and acknowledges to the Company as follows:

3.1. No Registration. The SAFE has not been registered under the Securities Act or any state securities laws, and is being offered and sold in reliance on the exemption from registration provided by Rule 506(c) of Regulation D and corresponding state exemptions.

3.2. Investment Intent. The Investor is acquiring the SAFE for the Investor’s own account, for investment purposes only, and not with a present view toward resale or distribution.

3.3. Speculative Investment; Risk of Loss. The Investor understands that an investment in the Company is speculative and involves a high degree of risk, and the Investor is able to bear the economic risk of this investment, including the possibility of a complete loss.

3.4. Illiquidity. The Investor understands there is no public market for the SAFE or the securities issuable upon its conversion, and the Investor may be required to hold this investment indefinitely.

3.5. Access to Information. The Investor has received and reviewed the Memorandum, has had the opportunity to ask questions of and receive answers from the Company concerning the terms of this investment, and has had access to such other information as the Investor deems necessary to evaluate the investment.

3.6. No Reliance on Projections. The Investor has not relied on any projections, forecasts, or forward-looking statements provided by the Company in making this investment decision, and understands that actual results may differ materially.

3.7. Independent Tax and Legal Advice. The Investor has consulted with the Investor’s own legal, tax, and financial advisors with respect to this investment and is not relying on the Company or its counsel for such advice.

3.8. No General Solicitation Reliance on Investor’s Part. The Investor’s decision to invest was not the result of any form of general solicitation or general advertising other than through means consistent with Rule 506(c), and, if the Investor became aware of this investment opportunity through a general solicitation, the Investor confirms that the verification procedures in Section 2.2 will be satisfied prior to closing.

3.9. Authority. If the Investor is an entity, the person executing this Agreement on the Investor’s behalf has full power and authority to do so, and this Agreement constitutes a valid and binding obligation of the Investor.

4. Company Representations

The Company represents and warrants that: (a) it is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware; (b) it has the requisite corporate power and authority to enter into this Agreement and to issue the SAFE; and (c) this Agreement and the SAFE, when executed and delivered, will constitute valid and binding obligations of the Company.

5. Closing

5.1 The closing of the purchase and sale of the SAFE (the “Closing”) shall occur upon (a) the Company’s receipt of this Agreement, duly executed by the Investor, (b) the Company’s receipt of the Purchase Amount in immediately available funds, and (c) satisfactory completion of the verification procedures in Section 2.2.

5.2 The Company may conduct multiple Closings with respect to different Investors at different times, and may accept or reject any subscription, in whole or in part, in its sole discretion.

5.3 Funding instructions will be provided separately by the Company. [Escrow arrangement, if any, to be confirmed with counsel prior to use of this Agreement.]

6. Indemnification

The Investor agrees to indemnify and hold harmless the Company, its officers, directors, and affiliates from and against any and all losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any breach of the Investor’s representations, warranties, or agreements contained in this Agreement, including any inaccuracy in the Investor’s accredited investor status.

7. Miscellaneous

7.1. Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to conflicts of law principles.

7.2. Entire Agreement. This Agreement, together with the SAFE, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

7.3. Amendment. This Agreement may be amended only by a written instrument signed by both the Company and the Investor.

7.4. Counterparts; Electronic Signature. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original.

7.5. Notices. All notices under this Agreement shall be in writing and delivered to the addresses set forth on the signature page below, or such other address as either party may designate in writing.

7.6. Confidentiality. The Investor agrees to keep confidential the terms of this Agreement, the Memorandum, and any non-public information provided by the Company, except as required by law.

Signature Page

IN WITNESS WHEREOF, the parties have executed this Subscription Agreement as of the date set forth below.

INVESTOR

Signature: _______________________________________

Print Name: _______________________________________

Entity Name (if applicable): _______________________________________

Title (if applicable): _______________________________________

Address: _______________________________________

Email: _______________________________________

Date: _______________________________________

TACHYRA DIAGNOSTICS, INC.

Signature: _______________________________________

Name: Barry Michaels, DC, MPA

Title: Founder & Interim Chief Executive Officer

Date: _______________________________________

Exhibit A

Form of Post-Money Simple Agreement for Future Equity (SAFE), reflecting the applicable Founding Investor Tranche or Standard Tranche terms as selected by the Investor in Section 1 above. [To be attached — final SAFE form subject to preparation and review by securities counsel.]

Exhibit B

Accredited Investor Verification Documentation Checklist. [To be attached — to be finalized alongside the Company’s chosen verification method or third-party verification service under Section 2.2.]

CONFIDENTIAL

© 2026 All Rights Reserved — Tachyra Diagnostics, Inc.

TACHYRA DIAGNOSTICS, INC.

A Delaware Corporation

SAFE

(Simple Agreement for Future Equity)

THIS CERTIFIES THAT in exchange for the payment by the investor named below (the “Investor”) of the Purchase Amount set forth below to Tachyra Diagnostics, Inc., a Delaware corporation (the “Company”), the Company hereby issues to the Investor the right to certain shares of the Company’s Capital Stock, subject to the terms set forth below.

This SAFE is one of a series of similar instruments issued by the Company pursuant to substantially similar Post-Money Simple Agreements for Future Equity, referred to herein as “SAFEs,” and issued in connection with the Company’s near-term SAFE offering described in its Private Placement Memorandum dated [DATE] (the “Memorandum”), which offering is structured in two tranches: a Founding Investor Tranche (the first $750,000 accepted) and a Standard Tranche (the remaining amount accepted, up to $6,000,000 in aggregate). The specific Valuation Cap and Discount Rate applicable to this SAFE are set forth in the table below, based on the tranche to which the Investor’s Purchase Amount was allocated in the Investor’s Subscription Agreement.

1. Events

(a) Equity Financing

If there is an Equity Financing before the termination of this SAFE, on the initial closing of such Equity Financing, this SAFE will automatically convert into the greater of: (1) the number of shares of Standard Preferred Stock equal to the Purchase Amount divided by the lowest price per share of the Standard Preferred Stock sold in the Equity Financing, or (2) the number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Safe Price (as defined below), subject to the Company’s decision as to whether to issue Shadow Preferred Stock or otherwise, consistent with the terms of a standard post-money SAFE. The Safe Price is the price obtained by dividing the Valuation Cap by the Company Capitalization, each as defined below.

If the Discount Rate applies instead of, or in addition to, the Valuation Cap, the applicable per-share conversion price is the lower of (1) the Safe Price under the Valuation Cap and (2) the Discount Price, being the price per share of the Standard Preferred Stock sold in the Equity Financing multiplied by the Discount Rate set forth above.

(b) Liquidity Event

If there is a Liquidity Event before the termination of this SAFE, the Investor will, at its option, either (1) receive a cash payment equal to the Purchase Amount, or (2) automatically receive from the Company a number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price, in either case subject to the payment priority set forth in Section 1(d) below.

(c) Dissolution Event

If there is a Dissolution Event before the termination of this SAFE, the Investor will automatically be entitled to receive a portion of Proceeds equal to the Purchase Amount, due and payable to the Investor immediately prior to the consummation of the Dissolution Event, subject to the payment priority set forth in Section 1(d) below.

(d) Liquidation Priority

In a Liquidity Event or Dissolution Event, this SAFE is intended to operate like standard non-participating Preferred Stock. The Investor’s right to receive its Purchase Amount is: (i) junior to payment of outstanding indebtedness and creditor claims, including contractual claims for payment and convertible promissory notes; (ii) senior to payments for Common Stock and to other SAFEs and/or Preferred Stock, in each case, that by their terms are junior to this SAFE; (iii) on par with payments for other SAFEs and/or Preferred Stock that, by their terms, are on par with this SAFE; and (iv) junior to payments for other SAFEs and/or Preferred Stock that, by their terms, are senior to this SAFE. As between different tranches of the Company’s SAFEs issued under the Memorandum (Founding Investor and Standard), all such SAFEs rank on par with one another regardless of Valuation Cap or Discount Rate, and differ only in economic conversion terms, not in payment priority.

2. Definitions

“Capital Stock” means the capital stock of the Company, including, without limitation, the Common Stock and the Preferred Stock.

“Change of Control” means (i) a transaction or series of related transactions in which any person or group becomes the owner, directly or indirectly, of more than 50% of the outstanding voting securities of the Company, (ii) a reorganization, merger or consolidation of the Company, or (iii) a sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Company.

“Company Capitalization” means the sum, as of immediately prior to the Equity Financing, of all shares of Capital Stock issued and outstanding, all Converting Securities, and all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan, and/or any equity incentive or similar plan created or expanded in connection with the Equity Financing.

“Converting Securities” means this SAFE, together with any other SAFEs and/or convertible promissory notes issued by the Company.

“Dissolution Event” means (i) a voluntary termination of operations, (ii) a general assignment for the benefit of the Company’s creditors, or (iii) any other liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, excluding a Liquidity Event.

“Equity Financing” means a bona fide transaction or series of transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells Preferred Stock at a fixed valuation, including but not limited to a traditional Series A Preferred Stock financing.

“Initial Public Offering” means the closing of the Company’s first firm commitment underwritten initial public offering of Common Stock pursuant to a registration statement filed under the Securities Act.

“Liquidity Event” means a Change of Control or an Initial Public Offering.

“Liquidity Price” means the price per share equal to the Valuation Cap divided by the Company Capitalization, calculated as of immediately prior to the Liquidity Event.

“Preferred Stock” means, collectively, Standard Preferred Stock and Safe Preferred Stock.

“Safe Preferred Stock” means the shares of a series of Preferred Stock issued to the Investor in an Equity Financing, having the identical rights, privileges, preferences, and restrictions as the Standard Preferred Stock, other than with respect to the per-share purchase price.

“Standard Preferred Stock” means the shares of the series of Preferred Stock issued to investors investing new money in the Company in connection with the initial closing of the Equity Financing.

“Termination” means this SAFE will automatically terminate (without relieving the Company of any obligations arising from a prior breach of or non-compliance with this SAFE) immediately following the earliest to occur of: (i) the issuance of Capital Stock to the Investor pursuant to the automatic conversion of this SAFE under Section 1(a); or (ii) the payment, or setting aside for payment, of amounts due the Investor pursuant to Section 1(b) or Section 1(c).

3. Company Representations

The Company represents and warrants to the Investor that: (a) it is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware; (b) the execution, delivery, and performance of this SAFE by the Company have been duly authorized by all requisite corporate action; and (c) this SAFE constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms.

4. Investor Representations

The Investor represents and warrants that: (a) it has full legal capacity, power, and authority to execute and deliver this SAFE and to perform its obligations hereunder; (b) this SAFE constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms; (c) it is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended, consistent with the representations made in the Investor’s Subscription Agreement; and (d) it has been advised that this SAFE and the underlying securities have not been registered under the Securities Act, or any state securities laws, and, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws or unless an exemption from such registration is available.

5. Miscellaneous

(a) Any provision of this SAFE may be amended, waived, or modified by written consent of the Company and the Investor, except that no such amendment or waiver shall change this SAFE’s tranche allocation (Founding Investor or Standard) or the associated Valuation Cap or Discount Rate without the Investor’s separate written consent to that specific change.

(b) Any notice required or permitted by this SAFE will be deemed sufficient when delivered personally or by overnight courier or sent by email to the relevant address listed on the signature page, or 48 hours after being deposited in the U.S. mail, postage prepaid, addressed to the party to be notified at such party’s address listed on the signature page, as subject to updates from time to time by notice.

(c) The Investor is not entitled, as a holder of this SAFE, to vote or receive dividends or be deemed the holder of Capital Stock for any purpose, nor will anything in this SAFE be construed to confer on the Investor rights as a stockholder of the Company or as imposing any liabilities on the Investor to pay any sums whatsoever, whether as contributions to capital, calls for payments, or otherwise, prior to the issuance to the Investor of Capital Stock pursuant to Section 1.

(d) Neither this SAFE nor the rights contained herein may be assigned, by operation of law or otherwise, by either party without the prior written consent of the other, except that this SAFE and/or its rights may be assigned without the Company’s consent by the Investor to any other entity who directly or indirectly, controls, is controlled by, or is under common control with, the Investor, including without limitation any general partner, managing member, officer, or director of the Investor, or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, the Investor.

(e) In the event any one or more of the provisions of this SAFE is, for any reason, held to be invalid, illegal, or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this SAFE operate, or would prospectively operate, to invalidate this SAFE, then and in any such event, such provisions only will be deemed null and void and will not affect any other provision of this SAFE, and the remaining provisions of this SAFE will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.

(f) All rights and obligations hereunder will be governed by the laws of the State of Delaware, without regard to the conflicts of law provisions of such jurisdiction.

(g) This SAFE, together with the Subscription Agreement and Memorandum, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements and understandings, both oral and written, between the parties on this subject.

IN WITNESS WHEREOF

the undersigned have caused this SAFE to be duly executed and delivered as of the date first set forth above.

COMPANY:

TACHYRA DIAGNOSTICS, INC.

By: _______________________________________

Name: Barry Michaels, DC, MPA

Title: Founder & Interim Chief Executive Officer

INVESTOR:

By: _______________________________________

Name: _______________________________________

Title (if applicable): _______________________________________

Address: _______________________________________

Email: _______________________________________

CONFIDENTIAL

© 2026 All Rights Reserved — Tachyra Diagnostics, Inc.

TACHYRA DIAGNOSTICS, INC.

A Delaware Corporation

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

In Lieu of a Meeting

The undersigned, being all of the members of the Board of Directors (the “Board”) of Tachyra Diagnostics, Inc., a Delaware corporation (the “Company”), acting pursuant to Section 141(f) of the Delaware General Corporation Law and the Company’s bylaws, hereby adopt the following resolutions by unanimous written consent in lieu of a meeting, effective as of the date set forth below:

Near-Term SAFE Offering

WHEREAS, the Board has reviewed the Company’s Private Placement Memorandum dated [DATE] (the “Memorandum”), describing a near-term financing of up to $6,000,000 (the “Offering”) through the issuance of Post-Money Simple Agreements for Future Equity (“SAFEs”) to accredited investors pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933, as amended;

WHEREAS, the Offering is structured in two tranches: (i) a Founding Investor Tranche, consisting of the first $750,000 accepted by the Company, at an $8,000,000 valuation cap and a 20% discount rate, and (ii) a Standard Tranche, consisting of the remaining amount accepted up to $6,000,000 in the aggregate, at a $12,000,000 valuation cap and a 15% discount rate;

WHEREAS, the Board has determined that it is in the best interests of the Company to authorize the Offering on the terms described in the Memorandum and the form of SAFE and Subscription Agreement presented to the Board;

NOW, THEREFORE, BE IT:

RESOLVED, (a) the Offering, on the terms described in the Memorandum, including the two-tranche structure, valuation caps, and discount rates set forth above, is hereby approved and authorized;

RESOLVED, (b) the form of SAFE and the form of Subscription Agreement presented to the Board are hereby approved, and the Company is authorized to issue SAFEs in such forms (or forms substantially similar thereto, subject to such changes as counsel may advise) in exchange for cash consideration, in an aggregate amount not to exceed $6,000,000, to investors reasonably believed by the Company’s officers to be accredited investors;

RESOLVED, (c) the Company’s officers are, and each of them individually is, authorized to take all actions and execute all documents, including the Memorandum, SAFEs, Subscription Agreements, and any related closing documents, as such officer determines necessary or advisable to carry out the Offering, such determination to be conclusively evidenced by the taking of such action or the execution of such documents;

RESOLVED, (d) a number of shares of the Company’s Capital Stock sufficient to satisfy the conversion of all SAFEs issued in the Offering, assuming conversion at the lower of the applicable Valuation Cap or Discount Rate for each tranche, shall be reserved for issuance upon such conversion;

RESOLVED, (e) the Company’s officers are authorized to engage outside securities counsel to review the Memorandum, SAFE, and Subscription Agreement prior to their use with any prospective investor, and no such document shall be distributed to a prospective investor until such review is complete;

RESOLVED, (f) the Company’s officers are authorized to prepare and file a Form D with the U.S. Securities and Exchange Commission within 15 days of the first sale of a SAFE in the Offering, and to make any corresponding state blue sky notice filings as may be required in the jurisdictions where investors are located;

RESOLVED, (g) the Company’s officers are authorized to engage a third-party accredited investor verification service, or otherwise establish a documented process, to satisfy the Company’s verification obligations under Rule 506(c);

RESOLVED, (h) any actions taken by the Company’s officers prior to the date of this Consent that are consistent with, and in furtherance of, the foregoing resolutions are hereby ratified, confirmed, and approved in all respects.

This Consent may be executed in counterparts, including by electronic signature, each of which shall be deemed an original, and all of which together shall constitute one instrument. This Consent shall be filed with the minutes of the proceedings of the Board.

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of the Company, have executed this Unanimous Written Consent as of the date set forth below.

Signature: _______________________________________

Name: Barry Michaels, DC, MPA

Title: Director

Date: _______________________________________

[Additional director signature blocks to be added as additional Board members are appointed.]

CONFIDENTIAL

© 2026 All Rights Reserved — Tachyra Diagnostics, Inc.