Pacific Diabetes Technologies, Inc.
Pre-commercialization diabetes medical device startup. HTC invested $1M via SPV1 for 3.67%. Company funded through EOY 2026 via $12.5M convertible note pool (DCF-led). Series B pushed to 2028 — target $35M round. Exit thesis: post-Stage 1 US clinical trials, either Series B at $500M+ valuation or strategic sale (both speculative). Code: Project Prism.
HTC investment
$1,000,000
Shares
1,201,554 Series A Pref
Stake
3.67%
Runway
Funded through EOY 2026
Company overview
| Full name | Pacific Diabetes Technologies, Inc. (PDT) |
| Code name | Project Prism |
| Address | 12172 SW Garden Place, Portland, OR 97223 |
| Type | Medical device — diabetes technology — pre-commercialization |
| Entity | C-Corp (confirmed 5/11/26) — QSBS §1202 eligible |
| Series A post-money | $30,000,000 ($24M pre) |
| Anchor location | 808 SE Alder St, Portland — move-in Oct 2027 |
| Investment banker | Oppenheimer & Co. (Solomon Mindlin, Eric Tansky) |
HTC investment
| Amount | $1,000,000 for 1,201,554 Series A Preferred |
| Ownership | 3.67% of PDT via HTC-SPV1 |
| Investment date | Wire 5/5/2025 from Selco · acquired Jul 7, 2025 |
| Vehicle | HTC-SPV1 LLC (WY) — HTC owns 81.60% |
| QSBS §1202 | 5-year clock from ~Jul 2025 → expires ~Jul 2030 |
QSBS timing: §1202 requires 5-year hold. Clock expires ~Jul 2030. Any exit before that date forfeits the exclusion (up to $10M of gain). This is THE constraint on exit timing.
Funding status — corrected Sep 7, 2026
Key correction: There is no single "$8M convertible note funded July 2026." Two separate instruments were conflated. The facts:
Convertible note pool ($12.5M cap)
| Opened | October 6, 2025 |
| Initial DCF commitment | $2,000,000 (Diabetes Care Foundation) |
| Additional (DCF-led) | $3,440,000 (raised alongside Series A close) |
| Total pool cap | $12,500,000 |
| Interest rate | 15% per annum (360-day basis) |
| Maturity | October 6, 2030 |
| Conversion | Automatic at Series B initial close → Series A-1 Preferred @ $0.9789/share |
| Status (as of Jul 20, 2026) | Still soliciting shareholders — deadline Aug 31, 2026. Not confirmed closed. |
| HTC participation | Not stated in any email — HTC is NOT in the bridge but stake will be diluted somewhat by conversion. |
Series B equity — pushed to 2028
| Target round size | $35,000,000 |
| DCF commitment | $8,000,000 (reported "committed" 6/26/26 — NOT the note, this is equity) |
| Convatec commitment | $17,500,000 (LoI signed 12/17/25, updated Apr 2026) |
| Other strategics | ~$5M each from additional partners (speculative) |
| Timeline | Pushed to 2028 — pending Stage 1 US clinical trials |
| Target valuation | $500M+ post-money (speculative) |
| Status | Not closed. Company is funded through EOY 2026 via the note pool. |
Convertible note dilution impact on HTC
When the $12.5M note pool converts at Series B close, new Series A-1 Preferred shares will be issued at $0.9789/share. If the full $12.5M + accrued interest (~$5.6M at 15% over 5 years) converts, that's roughly 18.5M new shares. HTC's 3.67% could dilute to somewhere in the 2.5–3.0% range depending on final note pool fill and Series B size. Exact calculation requires the full cap table — pull "PDT Investor Rights calculation - Final 10312025.xlsx" from Peter.
Exit thesis
| Scenario | Valuation | HTC 3.67% (pre-dilution) | Robert 50% after-tax (est.) |
|---|---|---|---|
| Downside | $100M | $3.67M | ~$1.5M |
| Base case | $500M | $18.35M | ~$5.2M (QSBS) / ~$3.8M (no QSBS) |
| Upside | $1B | $36.7M | ~$10.5M (QSBS) / ~$7.5M (no QSBS) |
Post-dilution numbers will be lower (2.5–3.0% range). QSBS exclusion (§1202) could eliminate tax on up to $10M of gain — requires hold through ~Jul 2030. Both exit scenarios (Series B → later sale, or direct strategic sale) are speculative until clinical data.
Key people
| Name | Role | Contact |
|---|---|---|
| Peter Eckenberg, PhD | CEO, Director, Secretary | [email protected] · 914-787-9751 |
| Chris Marsh | Executive Chairman · also 808 operator · CEO of Facteus | [email protected] · 503-708-9983 |
| Solomon Mindlin | Oppenheimer — lead banker | [email protected] |
| Eric Tansky | Oppenheimer — co-banker | [email protected] |
| Karen Thomas | EA to Chris Marsh (Facteus) | [email protected] |
Timeline
| Oct 2024 | PDT IP Strategy document created |
| Dec 2024 | Aaron + Robert commit to PDT alongside 808 Alder |
| Mar 2025 | Series A: $30M post-money. $3.5M raised. |
| May 5, 2025 | $1M wire from Selco to PDT |
| Jul 7, 2025 | HTC investment acquired — 1,201,554 shares / 3.67% |
| Oct 6, 2025 | $12.5M convertible note pool opens; DCF puts in $2M |
| Nov 2025 | Series A closes at $3.5M + $3.44M note add-on (DCF-led) |
| Nov 16, 2025 | Chris Marsh proposes removing Thomas Seidl as CEO |
| Dec 17, 2025 | LoI with Convatec signed (strategic) |
| Apr 9, 2026 | Follow-up promissory note sent to shareholders |
| Jun 3, 2026 | Shareholder update: Convatec/Tandem structure negotiations |
| Jun 26, 2026 | Chris Marsh: DCF commits $8M to Series B equity; Convatec $17.5M |
| Jul 20, 2026 | Updated note ($12.5M cap) sent to shareholders; fill deadline Aug 31 |
| 2028 (est.) | Series B close — post Stage 1 US clinical trials |
| Post-clinical | Either Series B at $500M+ or strategic sale (speculative) |
Open items
| Priority | Item | Action |
|---|---|---|
| HIGH | QSBS §1202 — 5-year clock tight vs any pre-2030 exit | CPA must model before any sale agreement. Could save $800K+. |
| HIGH | Cap table unknown | Get "PDT Investor Rights calculation - Final 10312025.xlsx" from Peter |
| HIGH | Dilution from $12.5M note conversion | Model HTC % after conversion at $0.9789/share + Series B dilution |
| MED | Chris Marsh conflict of interest | PDT Chairman + 808 operator. Independent counsel before any deal. |
| MED | 808 Alder vacancy risk if PDT acquired + relocates | Model downside. Building and PDT investments are linked. |
| MED | Note pool fill status | Confirm how much of $12.5M was actually funded by Aug 31 deadline |
Drive document links
| Document | Link |
|---|---|
| PDT folder | HTC SPV1 / PDT |
| Series A shareholder documents folder | Shareholder Documents |
| Executed HTC Series A signature pages | PDT-Series-A-Executed-Signature-Pages-HTC-2025.pdf |
| Stock Purchase Agreement (Series A) | Stock Purchase Agreement - PDT Inc. - 20250313 |
| Investors' Rights Agreement | Investors' Rights Agreement - PDT Inc. - 20250313 |
| Voting Agreement | Voting Agreement - PDT Inc. - 20250313 |
| Compliance Certificate | Compliance Certificate - Series A |
| Secretary Certificate | Secretary Certificate - PDT Inc. |
| Pro Forma | Pro Forma - Series A |
| Deal summary PDF | PDT_Deal_Summary.pdf |
Updates
Sep 7, 2026 · Warren 🏦
Complete rewrite. Corrected funding picture: $12.5M convertible note pool (not $8M), DCF $8M is Series B equity commitment. Series B pushed to 2028 (post-clinical). Removed all Sinocare references per Robert. Added dilution analysis. Company funded through EOY 2026.
May 13, 2026 · Warren 🏦
Initial deal profile from Gmail sweep and advisory team review.