💼 Deal
MedTech · Series A
🚨 Exit in Motion
Pacific Diabetes Technologies, Inc.
Pre-commercialization diabetes medical device startup · HTC-SPV1 investment · Sinocare acquisition offer active · Code: Project Prism
Investment
$1,000,000
Shares (Series A)
1,201,554
HTC Stake
3.67%
Status
Exit in Motion
Deal Sections
Company Overview›
| Full Name | Pacific Diabetes Technologies, Inc. (PDT) |
| Code Name | Project Prism |
| Address | 12172 SW Garden Place, Portland, OR 97223 |
| Website | pacificdt.com |
| Type | Medical device / diabetes technology — pre-commercialization |
| Stage | Series A closed · $5.5M convertible note bridge (Apr 2026) · Series B in process |
| Entity | C-Corp ✅ (confirmed May 11, 2026) — QSBS §1202 eligible |
| Series A Valuation | $24M pre-money · $30M post-money · $2.06M raised (March 2025) |
| Investment Banker | Oppenheimer & Co. (Solomon Mindlin, Eric Tansky) — contacted 250+ investors |
| Anchor tenant | PDT is primary tenant of 808 Alder building — the two investments are structurally linked |
HTC Investment›
| Amount | $1,000,000 for 1,201,554 Series A Preferred shares |
| Ownership | 3.67% of PDT via HTC-SPV1 |
| Investment date | ~H1 2025 (acquired July 7, 2025) |
| Vehicle | HTC-SPV1 LLC (Wyoming) — 81.60% owned by HTC; Tranche 2 waterfall |
| Structure | Series A Preferred equity + now bridging via $5.5M convertible note (Apr 2026) |
| QSBS | C-corp confirmed ✅ · §1202 5-year clock expires end of 2030 · Exit 2028-2030 is TIGHT |
| Cap table | Unknown — "PDT Investor Rights calculation - Final 10312025.xlsx" not yet read |
⚠️ QSBS timing risk: Series A closed end of 2025 → §1202 5-year clock expires end of 2030. If Sinocare acquisition closes 2026-2027, hold period may not satisfy 5-year requirement. Consult CPA before any sale agreement is signed.
Exit Activity — Active Suitors›
| Suitor | Status | Type | Notes |
|---|---|---|---|
| Sinocare | Active — Apr 2026 | Acquisition offer | Major Chinese BGM company. "Coming in with an offer" per Chris Marsh Apr 21, 2026. No dollar amount disclosed. Most time-sensitive deal. |
| Convatec | LoI Signed | Strategic partner / acquirer | LoI signed Dec 17, 2025. Side letter updated Apr 2026 to allow Tandem participation. Global medical device company (wound care + advanced wound management). |
| Tandem Diabetes | Re-engaged | Co-investor / partner | Being re-engaged post updated Convatec side letter. Could participate alongside Convatec in financing or acquisition. |
Warren's take: Exit is in motion. Multiple suitors active simultaneously under Oppenheimer's process. Sinocare (Chinese acquirer) buying PDT gets US regulatory beachhead — this is worth more than standalone PDT valuation. Robert holds 808 Alder building separately — building is leverage in any acquisition negotiation. Include non-negotiable reverse termination fee in any LOI.
Fundraising›
| Series B equity | Active — challenging. 250+ investors contacted by Oppenheimer; limited equity commitments. M&A interest may render equity raise moot. |
| Convertible note bridge | $5.5M launched Apr 8-9, 2026. Promissory note + Joinder Agreement to existing Security Agreements. Converts at Series B. |
| JPMorgan Private Bank | Mustafa Bhola (LA) introduced Feb 2026 — potential banking relationship |
| HTC participation in bridge? | Unknown — not stated in emails |
Key People›
| Name | Role | Contact |
|---|---|---|
| Chris Marsh | Executive Chairman, PDT Board (also CEO of Facteus — conflict noted) | [email protected] · 503-708-9983 |
| Peter Eckenberg, PhD | CEO, Director, Secretary — replaced Thomas Seidl Nov 2025 | [email protected] · 914-787-9751 |
| Thomas Seidl, PhD | Former CEO/CSO — pushed out Nov 2025 | [email protected] · 971-340-5601 |
| Solomon Mindlin | Oppenheimer — lead banker on Project Prism | [email protected] |
| Eric Tansky | Oppenheimer — co-banker on Project Prism | [email protected] |
| Karen Thomas | EA to Chris Marsh (Facteus) | [email protected] |
Key Timeline›
| Dec 2024 | Aaron + Robert commit to PDT alongside 808 Alder deal |
| Mar 2025 | Series A: HTC commits. PDT valuation $24M pre / $30M post. $2.06M raised. |
| Jun–Jul 2025 | 808 Alder closes. PDT lease negotiated (Dunn Carney LLP). SPV1 investor packages sent. |
| Jul 7, 2025 | HTC investment acquired (1,201,554 shares, 3.67%) |
| Nov 14, 2025 | PDT TI construction commences at 808 Alder ($880K TI reserve) |
| Nov 16, 2025 | Chris Marsh proposes removing Thomas Seidl as CEO |
| Dec 17, 2025 | LoI with Convatec signed |
| Apr 9, 2026 | PDT launches $5.5M convertible note bridge |
| Apr 20–21, 2026 | Sinocare acquisition offer arrives via Oppenheimer → Chris Marsh → Aaron/Robert |
| May 11, 2026 | Warren confirms: C-corp status ✅, QSBS eligible, $1M investment confirmed |
Exit Waterfall (Warren's Model)›
| PDT Exit Price | SPV1 value (3.67%) | HTC take (81.60%) | Robert after-tax (est.) |
|---|---|---|---|
| $100M | $3.67M | ~$3.0M | ~$2.5M |
| $500M | $18.35M | ~$15M | ~$5.2M |
| $1B | $36.7M | ~$30M | ~$10.5M |
Estimates account for Tranche 2 waterfall, HTC 50/50 split with Aaron, and approximate capital gains taxes. QSBS exclusion (§1202) could eliminate tax on up to $10M of gain — verify with CPA before any sale closes.
Real exit target (Robert): $500M–$1B within 24–36 months of Series B close. Series B alone is NOT the exit — it's a financing milestone.
Open Items›
| Priority | Item | Action |
|---|---|---|
| HIGH | Sinocare offer terms — no dollar amount disclosed | Get term sheet. Insist on reverse termination fee. Independent counsel — do NOT use Chris Marsh's contacts. |
| HIGH | QSBS §1202 timing — 5-year clock expires end of 2030 | If Sinocare closes 2026-2027, need CPA analysis on whether §1202 applies. Could save $800K+ in taxes. Act before signing. |
| HIGH | Cap table unknown | Get "PDT Investor Rights calculation - Final 10312025.xlsx" from Peter or Chris. Everything else depends on this. |
| MED | Chris Marsh conflict of interest | Marsh is PDT Chairman AND 808 Alder operator. If PDT gets acquired and moves out of 808 Alder, he has competing interests. Get independent counsel before any deal closes. |
| MED | 808 Alder vacancy risk | If PDT is acquired by Sinocare and relocates, 808 Alder loses its anchor tenant. Both investments move together. Model this scenario before agreeing to any sale. |
| MED | PDT lease change-of-control terms | Get the lease from Dunn Carney LLP. Change-of-control clause could affect both the PDT sale AND the building value. |
| LOW | HTC participation in $5.5M bridge note? | Not stated. If convertible, participating now could increase basis and §1202 eligible amount. |
Updates›
April 20–21, 2026 · Sinocare
Acquisition offer received. Sinocare (major Chinese BGM company) came in with an offer via Oppenheimer. Chris Marsh: "This is good news." No dollar amount disclosed. Oppenheimer managing under Project Prism. This is the most time-sensitive wealth event.
May 11, 2026 · Warren 🏦
Full advisory team review completed. C-corp status confirmed (QSBS eligible). $1M investment / 1,201,554 shares / 3.67% stake confirmed. SPV1 OA reviewed. 13-item CPA action list built. QSBS timing risk identified as top priority — §1202 5-year clock is tight vs Sinocare timeline.
May 13, 2026 · Sol ☀️
Deal profile populated from Warren's Gmail sweep, SPV1 OA analysis, and advisory team review.