Who owns what — clean and disclosed.

A simple, seed-stage cap table with one 1× non-participating preference for cash actually invested: Founder Common (the upside + control), two junior Class B Preferred holders (legacy cash), a small goodwill layer, and this round's SAFE converting into senior Class A Preferred. The phantom-equity pool is shown as an overhang, not buried — and there are no options.

1 · At formation (10,000,000 shares, to be issued on completion of the charter amendment)

Formation allocation · pre-SAFE
Holder / group	Shares	%	Class
Harry Massey (founder)	8,932,444	89.32%	Founder Common
Massey Developments Ltd — legacy cash ($3.2M, priced at the $73M cap; preference pegged to cost)	438,356	4.38%	Class B Preferred
Kitty Stoneburner / Healing Frequencies — legacy cash (~$1.6M, restricted)	218,000	2.18%	Class B Preferred
Legacy goodwill grants (investors & employees)	411,200	4.11%	Common
Total issued	10,000,000	100.00%

Class B Preferred is the legacy cash actually invested — Massey Developments' $3.2M (the founder's holding company; shares priced at the $73M cap — $7.30/share, the same price as every other investor — with the preference pegged to the $3.2M cost) and Kitty Stoneburner's ~$1.6M restricted preferred (2.18% ≈ $1.6M at the $73M merge price) — 1× non-participating and junior to the new money. The goodwill Common grants are discretionary: former cash investors mirror their prior percentage; former employees receive a goodwill grant. These grants are gratuitous and confer no rights over the restructuring.

2 · After the SAFE converts ($5.0M at the $73M cap — the floor)

Post-conversion at the $73M cap (the floor) · SAFE ($73M cap + 15% discount), $5.0M raised · no option pool
Holder / group	Class	Shares	% post-conv.
Harry Massey (founder)	Founder Common	8,932,444	83.21%
Massey Developments Ltd	Class B Preferred (junior)	438,356	4.08%
Kitty Stoneburner / Healing Frequencies	Class B Preferred (junior)	218,000	2.03%
Legacy goodwill	Common	411,200	3.83%
SAFE investors (as-converted)	Class A Preferred (senior)	735,294	6.85%
Total		10,735,294	100.00%

The SAFE carries a $73M post-money valuation cap plus a 15% discount, converting at the lower of the two, so the exact percentage is set at the Series A. The table shows conversion at the $73M cap — this round's floor: $5.0M ÷ $73M = 6.85% (new shares = 10,000,000 × (0.0685 ÷ 0.9315) = 735,294). The 15% discount only ever gives SAFE holders more: it governs for any Series A below ~$86M (≈8.1% at a $73M round, ≈10% at ≈$59M). Context on value: E4L is a new company that starts with acquired products, ~650 practitioners and recurring revenue from day one — not a concept waiting for its first customer. There is no option/ESOP pool; incentives run through the phantom-equity pool below.

The founder block — how to read it

The founder's economics sit in ordinary Founder Common held personally by Harry Massey — the same per-share economics as every other common share, carrying the enterprise upside (capital-gains / QSBS-friendly). His holding company, Massey Developments Ltd, contributed the acquired assets but deliberately took only $3.2M of Class B Preferred — its acquisition cost, ranking junior to the new money — with no repayable note or royalty. That $3.2M reflects roughly $15–20M of real invested capital built over 20+ years (reinvested funding, $3.2M+ of loans, two decades of IP development, the customer base and the operating subsidiaries) — context for the founder's commitment, not the value of Massey's stock. Those subsidiaries include NES Health LLC, which owns the FIELD diagnostic platform; the Company therefore owns FIELD and the products outright, with no licence caveat.

One preference — 1× non-participating

There is a single liquidation preference — 1× non-participating — and it exists only for cash actually invested. Two classes carry it. Class A Preferred (new money, via SAFE conversion) is senior: repaid first on an exit (6.85% at the cap — 735,294 shares). Class B Preferred (Massey Developments $3.2M + Kitty Stoneburner ~$1.6M) is junior to Class A, the two Class B holders ranking equally. Non-participating means each preferred takes the greater of its 1× preference or its as-converted value — never both — so on a large exit everyone converts to Common and shares the upside by ownership; nobody double-dips. Founder Common carries the founder's economics with the same one vote per share as ordinary common and no economic preference; the founder's control comes from his majority ownership (83.21% post-SAFE at the cap) together with the right to designate all three seats of the three-member board (currently Harry Massey, Susan Kichuk and one open seat) — control by ownership and board designation, not a super-voting multiple (the designation right sunsets on transfer, death or conversion). SAFE investors carry no voting rights until conversion (standard). See the full cap structure & exit waterfall.

Phantom-equity pool (14%)

Incentives run entirely through a 14% phantom-equity pool — contractual, cash-settled value rights measured against company value on defined events. These are not shares and not options: no votes, no cap-table entry. The pool is shown here as an overhang, and in the Disclosure Memorandum, because its economic effect is dilution-equivalent. There are no stock options.

Off the share cap table · contractual rights
Holder	Phantom %	Terms
Prof. Hemal Patel	1.0%	Advisor value right, fully vested (IRC §409A review)
Susan Kichuk	5.0%	Board Advisor value right; continuing a 4-year vest begun late 2025, over the remaining ~3 years
Steve McCardell	1.5%	Contributor value right, approximately half vested; $35M company-value hurdle
Tony Watson	4.0%	Team value right
Named awards	11.5%	of the 14% pool, in the four awards above
Reserved for future team	2.5%	Headroom, unallocated within the pool
Total pool	14.0%	of company value on a payout event

The Stoneburner arrangement — two mutually exclusive outcomes

One legacy investor has two outcomes — one or the other, never both. Healing Frequencies LLC (Kay "Kitty" Stoneburner) either stays — in which case her 218,000 shares are restricted Class B Preferred with a 1× non-participating ~$1.6M preference (a downside floor that makes staying more attractive than the put) — or exercises a contractual Put in the window 1–15 September 2026 to have the Company buy back her shares for $1,729,111.34 over 24 monthly installments at 6%, in which case she forfeits the restricted preferred. The Put is contingent and sits outside the base plan; if exercised, it is funded by a separate ~$2M raise and/or Harry Massey's personal backstop loan — not from the SAFE investors' capital — and the base-case cash absorbs the installments and stays positive throughout. Full terms are in the Disclosure Memorandum.

Confidential. For accredited investors only. Securities offered under Rule 506(c) of Regulation D; accredited status is verified before any subscription is accepted. Share counts and percentages are illustrative; the Disclosure Memorandum governs. Company name to be conformed to the name on the Company’s filed Nevada charter. Post-conversion figures rounded for illustration.