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Synthetica AI, Inc. is a Delaware corporation operating a cloud-hosted enterprise AI platform [9], most recently closing a Series C financing in February 2025 [7]. This report provides a company-wide review of corporate formation and governance documents [25], capitalization and cap table records [27], financing documents [26], material contracts, intellectual property filings [21], litigation records [20], insurance policies [1], [2], [3], employment records [28], tax filings [33], and audited financial statements [6].

The following findings define the company’s current legal posture:

• Unresolvable capitalization uncertainty. Series A preferred shares appear as 0 [6], 4.5 million [8], or 15 million [7] outstanding across four sources, directly affecting every stockholder approval threshold and the company’s fully-diluted ownership picture.
• Critical documentation gaps. Bylaws, all Stock Purchase Agreements, the equity incentive plan, the stock ledger, the credit agreement, and stockholder consents for the February 2025 Series C financing [26] are among dozens of material documents not produced.
• Expired and at-risk contracts. The AWS enterprise agreement [17] expired December 2025. The JPMorgan Chase technology MSA [13] expired approximately February 2026. Three insurance policies expired February 15, 2026 with no evidence of renewal.
• Change-of-control obligations outstanding. Four material agreements contain change-of-control provisions requiring counterparty consent or notice [7] — relevant to any future financing, sale, or strategic transaction.
• IP ownership gaps and active patent litigation. Two patents were filed before or days after incorporation without documented assignment [21], and NeuralPath Technologies has filed a patent suit in D. Del. [20] asserting a patent bearing the same number the company claims as its own.
• R&D tax credit discrepancies. The $4.8M credit on the filed return [33] is nearly double the $2.5M produced by the supporting Deloitte study [34].

The following table reconstructs key corporate, financing, and operational events. Events in bold present open diligence issues.

Dates reconstructed from [6], [7], [8], [10], [13], [17], [19], [23], [25], [27]

The cadence of issuances and the overlap between the August 2022 SAFE conversion mechanics [22] and the Series B pricing resolution [24] are the items most likely to be raised at the next investor check-in. The 409A re-valuation initiated in April 2025 [15] overlaps the November 2025 option grants at a $14.20 strike [18], and no board consent has been produced reconciling the two valuations — worth resolving before the next financing.

Two material renewal items fall inside the onboarding window and have no corresponding action item on the client’s calendar — the AWS Enterprise Agreement (expired December 2025) [17] and the JPMorgan Chase Technology MSA (expired February 2026) [13]. The board minutes from the February 15, 2026 meeting [10] reference neither renewal nor alternative supplier. Flag these to the CFO on the next check-in.

Good standing. A Good Standing Certificate dated January 31, 2026 confirms good standing in Delaware with all franchise taxes current. [35] The company is qualified as a foreign corporation in California, New York, Texas, Washington, Massachusetts, Colorado, and Illinois. [7]

Delaware file number discrepancy. The Good Standing Certificate references File No. 4524987 [35], while the Disclosure Schedules and CEO Certificate both reference File No. 5412891. [7], [8]

Probable UK subsidiary. The audited financials are styled as “Consolidated” and disclose a London lease [6]. No subsidiary formation documents, intercompany agreements, or entity details appear in the reviewed documents.

Source: [25 (A&R Certificate of Incorporation)]

Anti-dilution conflict. The charter [25] provides broad-based weighted average anti-dilution for Series A and B, but Series B additionally carries full ratchet protection for down-rounds below $5.50/share. The IRA [26] describes only broad-based weighted average for all series. Under Delaware law, the charter controls.

The audited financials [6] disclose a London office lease assumed at the consolidated level, implying an active UK subsidiary. ETTL UK Ltd. was formed in November 2024 [6], but no subsidiary formation documents, intercompany services agreement, or transfer-pricing memorandum have been produced [7]. Before the next financing, the deal team should paper the intercompany agreement and confirm Section 482 posture with tax counsel.

The bylaws [25] authorize a five-seat board composed of three investor-designated directors (Sequoia, Andreessen Horowitz, Tiger Global), the Chief Executive Officer, and one independent director. The independent seat has been vacant since July 2025 following the resignation of Michelle Park [8]; no replacement has been appointed. Section 4.4 of the Stockholders’ Agreement [27] requires the independent director to sit on the audit and compensation committees — the client should identify a candidate ahead of the Series D term-sheet negotiation.

Sources: [7], [27], [6]

Preferred Stock: material inconsistency. Three mutually inconsistent positions exist. The equity statement [6] shows zero preferred shares at the January 1, 2024 opening balance. Yet the funding history in the Disclosure Schedules [7] confirms 15,000,000 Series A shares were issued in November 2021.

Discrepant figures shown in bold. Majority threshold per Section 4.5 of [25].

The board-approved equity incentive plan [8] authorizes an option pool of 5,200,000 shares, of which 3,837,500 are outstanding across 47 grant agreements. Weighted-average strike price is $4.12. The most recent 409A valuation [15], dated October 2025, sets fair market value at $11.40 per share. Three option grants issued in November 2025 reference a $14.20 strike [18], indicating a board re-valuation not reflected in the 409A report on file — counsel should review before the next financing.

Four SAFEs executed during the Series B interim period (September 2022 to April 2023), aggregate purchase price of $8,500,000 [22]. Three use the standard post-money valuation cap format; one (executed with Founders Circle) includes a full-ratchet anti-dilution provision inconsistent with the other three [24]. All four convert automatically upon the next Qualified Financing at the lower of the valuation cap or the next-round price — material dilution overhang for the client to model prior to any subsequent round.

Sources: [13], [17], [19], [7], [30], [6], [11], [12], [14]

Insurance covenant noncompliance. The JPMorgan MSA [13] requires $10M cyber liability, $5M CGL per occurrence, $5M E&O, and $5M D&O. Current cyber coverage is $5M [3] and CGL is $1M per occurrence / $2M aggregate [2], both below contractual requirements.

Credit agreement not produced. The Disclosure Schedules [7] reference a $20M revolving credit facility with Silicon Valley Bank. The credit agreement itself, any amendments, compliance certificates, and current draw amounts were not included in the data room [30].

Based on the FY2025 revenue schedule [6], top-three enterprise customers account for 54% of ARR. The largest customer [16] represents 28% of ARR under a three-year MSA expiring June 2026. The MSA includes a 90-day termination-for-convenience clause available to the counterparty, and no renewal has been documented in the data room [7] — an item for the client to address in the next investor update.

Indemnification caps across enterprise agreements range from 1× to 3× trailing-twelve-month fees, except the Stanford University Exclusive License [11] which carries uncapped indemnification for third-party IP claims. Data Processing Agreements [14] with JPMorgan, Amazon, and three other enterprise customers include unlimited liability carve-outs for data-breach events — a deviation from the company's template MSA terms worth flagging in a side letter.