amplifyand
Confidential · No. DD-2026-09-21 Due Diligence · Phase 2 · Deep Dive · Revised
line i · diligence · investor memorandum

Tarrowin Medical, Inc.

Pre-seed assessment of a connected incentive spirometer intended to replace the disposable plastic standard of care, assessed against the Thornquist Ridge Partners pre-seed rubric. This report revises and supersedes the report of April 30, 2026.

Prepared for
Thornquist Ridge Partners
Subject
Tarrowin Medical, Inc.
Stage
Pre-seed · $800K SAFE
Issued
September 21, 2026
amplify and · dd-2026-09-21 · tarrowin Confidential, Limited Distribution
amplifyand Tarrowin Medical · DD Report · Thornquist Ridge

/ 00 Contents

Table of Contents


amplifyand I · Scope & Process

/ 01 Engagement

Scope & Process

What was reviewed, what was not, and where the evidence came from. The diligence gaps on p.30 and p.31 continue from here.


Engagement

Amplify& was engaged by Thornquist Ridge Partners to perform Phase 2 due diligence on Tarrowin Medical, Inc. against Thornquist Ridge's calibrated investment rubric, generated from a recorded interview with Daniel R. Whitlock (Managing Partner) on 2026-04-30.

Revision

This report revises and supersedes the report dated 2026-04-30. It applies the September 2026 method: every claim the investment depends on is verified separately and carries a source class; the gating claim is analyzed on its own; every cited precedent is status-checked as of the issue date; acquirers are organized by the category they buy in; and risks carry a tier. The data room is unchanged. Scores changed because the method changed; Appendix B states each change.

Period of work

Data room review 2026-04-15 through 2026-04-30; revision 2026-09-15 through 2026-09-21. Apollo enrichments dated 2026-04-30 (Tarrowin, Vyaire, Medline, ICU Medical, MIR, ndd, patientMpower) and 2026-09-21 (AirLife, Baxter, Zoll, ResMed). Apollo figures trail real time by 30 to 60 days.

Source coverage

Data roomFull · 12 folders
Pitch deck32 slides · Company-reported
Financial model7 sheets · Company-reported
ClinicalNCT07481236 listing; two company posters (June, Sept 2025)
RegulatoryCompany-engaged consultant letter, Feb 2025
Payor feedbackECRI and a pediatric Medicaid plan, meeting summaries and one written response
IPPCT as filed, ISA search report and written opinion, provisional, university waiver · read in full
LiteratureIndependent RCT, Cochrane reviews, field record
Precedent statusEvery cited transaction checked 2026-09-21
Apollo (paid)11 enrichments across both dates
Clinician interviewsNone, see gaps p.30
Founder background checksNone, see gaps p.31
Independent legal reviewNone, recommended

Limitation of scope

This report is based on documents made available in the data room, public data sources, published literature, and Apollo enrichment as of the dates above. It is not a legal opinion, a financial audit, or a clinical evaluation. Pilot-study raw data were not re-analyzed. The inactive co-founder cap-table disclosure and the university waiver scope should be confirmed in writing by Thornquist Ridge's counsel before close.

Prepared by Matt Kowalczyk · CEO, Amplify&. Distribution limited to Thornquist Ridge Partners and named affiliates.

amplifyand I · Investment Memo

/ 02 The deal at a glance

Investment Memo

Verdict Below threshold · $250K, conditional
Company
Tarrowin Medical, Inc. · Mid-Atlantic · incorporated Dec 2023 · full-time June 2024
Sector / Stage
Medical device · connected incentive spirometer · pre-seed, pre-510(k)
Round
$800K · YC post-money SAFE · $5M cap · 20% discount · 1× liquidation · pro rata rights included
Recommendation
$250K, conditional on written disclosure of the inactive co-founders' vesting before wire and a pre-specified multi-site trial protocol. $500K is not supported until the protocol exists.
Calibrated Score
3.24 / 5.0 · threshold 3.50 · April 30 report: 3.63 under the prior method
Weights
Team 0.286 · Technical 0.238 · Market 0.190 · Financial 0.143 · Commercial 0.095 · Deal 0.048 · calibration interview 2026-04-30
Technology precedent
Reminder-equipped spirometers: one independent randomized trial (Eltorai 2019), no hospital adoption. Incentive spirometry itself: no demonstrated effect on complications (Cochrane 2012, 2014).

Investment Thesis

Two bioengineering founders from the Ashbury engineering school propose a connected incentive spirometer that prompts the patient, records volume and use, and reports both to the care team. Their position: adherence rises, stay falls, and hospitals pay about $100 per patient from the margin a shorter stay creates under bundled payment. The return: a respiratory-care consolidator buys a cleared product with evidence and early sales.

The device exists and was used by 30 patients in a company-run, single-arm pilot at one health system. The pilot reports an association between more sessions and shorter stays; it has no control arm and no complication endpoint. The independent evidence is one 160-patient randomized trial that doubled adherence and reduced atelectasis severity, with stay and mortality effects confined to a subgroup, and two Cochrane reviews that find no complication benefit from the therapy. The IP is sound, the regulatory path short, and the incumbent line belongs to a growing, PE-backed consolidator. The clinical claim, and the price it must support, set the score.

The gating claim

Device-driven adherence shortens length of stay and reduces pulmonary complications in a controlled, multi-site study. Status: Company-reported. Probability a controlled study shows a stay effect a value-analysis committee would buy on: 30 to 45%; a pneumonia effect: below 20%. Conclusion: acceptable with conditions at $250K. Six claims on p.08: two Verified, one Documented, two Company-reported, one Contradicted in part.

012345
Threshold 3.50Score 3.24 · margin −0.26  ·  bear 2.64 / bull 3.82
Pilot
N = 30
Single arm, company-run
Independent RCT
N = 160
Eltorai 2019
Patent priority
2023
PCT favorable · ~2044
Capital need
$4 to 6M
510(k) + RCT · p.20
amplifyand I · Investment Memo

/ Memo Company · Market

Company Overview

Tarrowin Medical is a Mid-Atlantic pre-seed company incorporated in Delaware in December 2023. Its founders, Ethan Marlowe (CEO) and Priya Raghavan (CTO), hold bioengineering degrees from the Ashbury engineering school and went full-time in June 2024 after a period of student research and customer discovery. The product is a handheld incentive spirometer with onboard sensing and display that prompts the patient at intervals, records inspiratory volume, flow, and session count, and reports them to a companion application and a clinician view. Apollo lists 5 employees and no institutional funding event. Company age against milestones is typical for the stage: a built device, a 30-patient pilot, a PCT with a favorable opinion, and an SBIR Phase I in about two years of full-time work.

Market

TAM$1.7B
SAM$500M
SOM$20M

Company figures: about 17M US inpatients per year receive an incentive spirometer (a figure consistent with public utilization data), at a company-assumed $100 per patient; 5M higher-risk surgeries; 200K cases at 25 large surgical centers. The unit count is Verified in order of magnitude; the $100 price is Company-reported and has not been paid by any hospital.

The economic argument depends on bundled payment: a day of stay avoided and a hospital-acquired pneumonia avoided are hospital margin, since neither is separately reimbursed. Nineteen procurement conversations run by the company (three summarized in the data room) say the same thing: value-analysis committees will pay a premium for a device that demonstrably shortens stays. The April report also cited remote-therapeutic-monitoring CPT codes as a reimbursement layer. Those codes apply to outpatient monitoring of a discharged patient; inpatient use of an incentive spirometer is inside the DRG, and no separate payment exists for it. The revision removes that claim.

What the company says distinguishes it

The company's differentiation is that no existing product measures adherence, so no hospital can act on it, and that its device does so in a standalone form factor without a phone. That is true as far as it goes. The question the rest of this report asks is whether adherence, once measured and prompted, changes an outcome a hospital pays for, and the evidence on that is the subject of p.11.

amplifyand I · Investment Memo

/ Memo Product · Team

Product / Technology

A Class II incentive spirometer (21 CFR 868.5690, product code BWF) with a display, flow and volume sensing, haptic and audible prompts, and a cloud data layer serving patient, user, and provider views. The company's regulatory consultant (company-engaged; letter of February 2025) identified a predicate, judged the 510(k) route sound, and recommended against a pre-submission; the device is eligible for third-party review. No design-history file, risk file, or verification report is in the data room; the company states volume accuracy was checked against an ISO-certified calibration syringe. The PCT (filed September 2024, priority September 2023) received a written opinion from the International Searching Authority finding novelty, inventive step, and industrial applicability on all 20 claims; the company reports national-phase prosecution in seven jurisdictions. The university's waiver of any claim to the IP is in the data room.

Team

PersonRole · equityBackground, and prior history in this category and with this technology
Ethan MarloweCEO · ~32% FD (est.)Ashbury engineering BS and MS. First-time founder, about 27 months full-time. Prior work at a life-sciences venture fund and in startup business development. Runs customer discovery (200+ stakeholder interviews), the clinical program, and all selling. No prior device commercialization.
Priya RaghavanCTO · ~28% FD (est.)Ashbury engineering BS and MS. First-time founder. Prior analyst work at a healthcare growth fund and clinical research coordination. Owns device engineering and the data architecture. No prior 510(k) submission.
Thomas Beckett, CFAFractional CFOFormer CFO of Tessamere, a device company acquired by Orvane Medical; part-time. Runs the model and round mechanics. The one principal who has taken a device company through a strategic sale.
Advisors7 named · company-engagedTwo pulmonology and anesthesiology physicians and a critical-care nurse practitioner at the Ashbury health system and a regional academic center; an entrepreneurship faculty member; two health-technology PhDs; the founder of a device design firm. Advisors are company-engaged; equity positions not disclosed.
Richard Alder, MDEndorserExecutive physician leader at a major academic health system. A personal endorsement letter (February 2026) is a credentialing signal from a company-solicited source; it is not a purchase commitment.
Amir Haddad, MDPilot PIThoracic surgeon at the Ashbury health system and site investigator for the pilot. Co-author of the company's posters.
Cap table

18.3% of fully diluted equity is held by three inactive co-founders (Halloran 3.3%, Petrakis 5.8%, Nair 9.2%) with no vesting or repurchase documents in the data room. This is the gating item before any wire, unchanged from April. The active founders' split is estimated from the company table and is a pre-wire verification item.

amplifyand I · Investment Memo

/ Memo Financials · Round · Suggested Structure

Financials and company age

Pre-revenue. 2025 total burn was $137K against $130K of grant and competition income (income statement in the data room, Company-reported; the 2023 and 2024 federal returns are Documented). In that period the company built the device, ran the 30-patient pilot, and prosecuted the PCT. The non-dilutive record is one NIH SBIR Phase I award of $300K (award letter, Documented), a $300K state grant pending, and a $2M SBIR Phase II the company planned to submit in April 2026; its status is unknown. Cash buffer on the $800K raise is 17% by the company's own use-of-proceeds, against Thornquist Ridge's 20% reserve threshold.

The five-year model runs $238K (2026) to $10.9M (2030) and contains an apparent error in the 2029 to 2030 expense line. The revenue ramp from $1.6M (2028) to $10.9M (2030) assumes 510(k) clearance on time and adoption faster than the company's own procurement notes describe (two- to three-week trials, multi-month committee review, three-year contracts, 80% GPO compliance). The model is a planning document; a corrected version is a request on p.32.

Round Mechanics

Standard YC post-money SAFE, $800K target, $5M post-money cap, 20% discount, 1× non-participating, pro rata rights included. The no_pro_rata_rights_offered deal-breaker clears. Pre-seed device pricing runs $3M to $10M pre-money; $5M post is at the low end of that band. No lead investor is named in the data room.

Suggested Deal Structure

Check size$250K. A further $250K only after the company delivers a pre-specified, multi-site randomized protocol with blinded outcome assessment and a costed budget for it. A $1M check would be 20% of the post-money and is not supported by the evidence.
Pro rataIncluded in the SAFE; confirm it is papered in the executed instrument or a side letter at signing.
Information rightsMonthly financials; board observer optional; trial protocol and interim results as they exist.
Use of proceedsWritten breakdown of the $800K (the deck's "scale prototype to pivotal trials" is one line) with a 20% reserve, before signing.
amplifyand I · Claims

/ 03 Claims

What you have to believe

The company's value proposition, reduced to the claims an investor has to accept, and how far each has been verified. The company's statement of the product: "a digital incentive spirometer that improves adherence, shortens length of stay, and replaces the $5 plastic standard of care."

# Claim · what the company says Evidence for Evidence against Status What would settle it
01 The device measures and records spirometry use and volume accurately, and patients use it as intended
Company: "validated against ISO-certified calibration syringe"; 30 patients "completed per protocol" (deck, poster)
Thirty patients completed the pilot on the device across two hospitals; volumes and flows were recorded for every patient; mean 14.7 sessions per day (poster, September 2025). Bench accuracy statement in the deck. No verification report, design-history file, or accuracy data in the data room. Pilot patients were prompted every 15 minutes; usage outside a study, without research staff, is unmeasured. Company-reported Bench verification report against the calibration syringe; a usability study without study staff present. Both are inside a 510(k) submission.
02 Prompting raises adherence
Company: "3× adherence" (June 2025 poster, deck)
Eltorai 2019, JAMA Surgery: 160 CABG patients randomized to a reminder-bell spirometer or the same device with the bell off; daily breaths 35 versus 17 (p < .001). Independent, single center. Company pilot: 14.7 sessions per day with prompting. The "3×" figure compares the pilot to a baseline the company has not defined in the data room; the pilot had no concurrent control. The independent trial used a different device. Verified
concept · other device
A controlled arm in the next study; the June poster's baseline definition. Low cost.
03 Higher adherence shortens length of stay and reduces pulmonary complications
Gating claim · p.11. Company: "statistically significant length-of-stay correlation"; pneumonia avoidance as the economic lever (deck)
Company pilot: within-cohort association between sessions per day and shorter stay (p < 0.05) in 30 robotic lung resections. Eltorai 2019: atelectasis severity lower (1.5 vs 1.8, p = .04); in the non-elective subgroup, ICU stay one day shorter and six-month mortality lower. The pilot association is confounded: patients who recover faster do more sessions and leave sooner. No control, no complication endpoint. Eltorai: no overall length-of-stay effect reported; pneumonia not significantly different. Cochrane 2012 (CABG, 7 trials) and 2014 (abdominal surgery, 12 trials, 1,834 patients): no evidence incentive spirometry prevents pulmonary complications. Company-reported A multi-site randomized study with blinded outcome assessment and a pre-specified length-of-stay endpoint. Our estimate $1.5M to $2.5M, 24 to 30 months; the company's use of proceeds does not cost it.

Continued on the next page.

amplifyand I · Claims

/ 03 Claims, continued

What you have to believe

Claims 04 to 06, and the count.

# Claim · what the company says Evidence for Evidence against Status What would settle it
04 Hospitals will pay about $100 per patient, from bundled-payment margin
Company: "$100 per patient vs $3K per day of stay"; "existing CPT codes 98975, 98976, 98980" (deck)
Nineteen procurement conversations (three summarized in the data room): committees fund cost avoidance on length of stay and pneumonia; one system said it would adopt on single-site evidence. Twenty-one letters of support and 20+ requests to host trials. No hospital has paid anything. The RTM CPT codes cited apply to outpatient remote monitoring; inpatient use is inside the DRG, so the reimbursement layer the deck describes does not exist for this use. Letters of support carry no commitment. ECRI, in writing, called single-center evidence insufficient for a purchase decision. Contradicted
in part (reimbursement)
One paid pilot or a value-analysis-committee approval with a price on it. The company's 20+ trial requests are the place to start; cost is staff time.
05 The regulatory path is a 510(k) with an identified predicate, 6 to 12 months and $100K to $500K
Company: consultant "recommended against presubmission, calling the strategy sound" (deck)
Consultant letter of February 2025 in the data room; Class II, 21 CFR 868.5690, product code BWF; predicate named; third-party review eligible. Consistent with the classification regulation. The consultant is company-engaged. No pre-submission, no FDA correspondence, no software documentation level determined. The connected features (prompting, cloud reporting) add software and cybersecurity content a plastic predicate does not carry. Documented
company-engaged source
An independent regulatory review of the predicate and software level ($10K to $20K), or a pre-submission meeting. Either is cheap relative to the round.
06 The IP protects the product and the company owns it
Company: "PCT returned novelty and inventive step on all claims across seven jurisdictions" (deck)
PCT/US2024/046166, filed 11 September 2024, priority 11 September 2023: ISA written opinion, novelty, inventive step, and industrial applicability on claims 1 to 20 (read in full). University waiver letter in the data room. Registered trademark. Expiry about 2044. A search-authority opinion is not a grant; national examination in seven jurisdictions has not concluded. No freedom-to-operate opinion. The company's own deck describes the opinion as coming from the "International Preliminary Examining Authority"; it is the searching authority's written opinion, which becomes the IPEA's only if examination is demanded. Verified
opinion · grants pending
National-phase status report from counsel; freedom-to-operate opinion ($15K to $25K, four weeks).

Two of six claims are Verified (the reminder concept, by an independent trial on another device; the IP opinion, pending grants). One is Documented from a company-engaged source. Two rest on company-produced evidence. One is Contradicted in part: the reimbursement layer described in the deck does not apply to inpatient use. Claim 03 gates the thesis and is analyzed on p.11 and p.12.

amplifyand I · Claims

/ 03b Target product profile

Target Product Profile

The company has not written one. This profile is assembled from the deck, the pilot poster, the consultant letter, and the procurement notes; each line carries the status of its evidence.

TPP lineCompany position (source)Evidence in the data roomStatus
Intended useIncentive spirometry with adherence prompting and monitoring for post-surgical inpatients (deck)Consistent with the predicate's indication plus connected features; no draft indications-for-use statement.Company-reported
PopulationAll 17M inpatients issued a spirometer; near-term focus on surgical patients (deck)Pilot population was robotic lung resection; procurement contacts named cardiothoracic surgery and rib-fracture patients as priority segments.Company-reported
Mechanism of benefitPrompting raises adherence; adherence reduces atelectasis, pneumonia, and stay (deck)First step Verified (Eltorai 2019); second step Company-reported and contradicted by Cochrane reviews of the underlying therapy.Company-reported
Form factorStandalone handheld with display; optional app; no phone required (deck)Device used as such in the pilot.Verified
AccuracyVolume validated against an ISO calibration syringe (deck)No report in the data room.Company-reported
Efficacy targetShorter length of stay; fewer pneumonias (deck)No controlled data on either endpoint for this device.Unverified
SafetyClass II, low risk (consultant letter)Consistent with the device class; no adverse events reported in the pilot.Documented
Manufacturing and cost of goodsHardware plus disposable; "$100 per patient" price (deck)No bill of materials, supplier quote, or cost model. The model's gross margin assumption is unsupported.Unverified
Regulatory path510(k), predicate identified, 6 to 12 months (consultant letter)Letter from a company-engaged consultant; no FDA interaction.Documented
ReimbursementRTM CPT codes 98975, 98976, 98980 (deck)Those codes cover outpatient remote monitoring. Inpatient use is bundled. A pediatric Medicaid plan told the company it could not reimburse remote monitoring at present.Contradicted
for inpatient use
Exclusivity at launch"All claims novel and inventive" (deck)Priority 2023; a launch in 2028 would carry about 16 years of patent life if claims grant as filed.Verified
grants pending

Of eleven lines, three are Verified, two Documented, four Company-reported, one Unverified, and one Contradicted for the inpatient use case. The profile of a device company at this stage is normally this shape; the lines that decide the investment are efficacy target and reimbursement, and both need work the current round does not fund.

amplifyand I · The gating claim

/ 04 The gating claim

Device-driven adherence shortens stay and reduces pulmonary complications in a controlled, multi-site study

A value-analysis committee will pay a premium for a shorter stay or an avoided pneumonia it can attribute to the device. Without that attribution the product competes on price with a $5 disposable.

Evidence inventory

Study · run byN and settingDesignEndpointResultStatus
Tarrowin pilot, NCT07481236, Dec 2024 to Mar 2025 · company with Ashbury thoracic surgeons; a co-founder is a co-author30 robotic lung resections, two hospitals of one systemSingle arm; device prompts every 15 minutes; usual-care instructionAssociation of IS metrics with stayMean 14.7 sessions per day (SD 8.4); more sessions and higher pre-operative lung function each associated with shorter stay (p < 0.05). No control, no complication endpoint. Posters 2025, unpublished.Company-reported
Eltorai et al. 2019, JAMA Surgery · independent (Brown)160 randomized, 145 per protocol; CABG; one centerRandomized; hourly bell on vs. off on a use-tracking spirometerAdherence; atelectasis; stay; complicationsDaily breaths 35 vs 17 (p < .001); atelectasis score 1.5 vs 1.8 (p = .04); shorter fever; in non-elective patients, ICU stay 3 vs 4 days (p = .02) and six-month mortality 0% vs 9% (p = .048). No overall stay effect; pneumonia not significantly different.Verified
Cochrane 2012 (CABG); Cochrane 2014 (upper abdominal) · independent7 trials, 592 patients; 12 trials, 1,834 patientsSystematic reviews of randomized trials of incentive spirometryPulmonary complications; stayNo evidence that incentive spirometry prevents pulmonary complications or shortens stay; low-quality evidence.Verified
ECRI written response, January 2025 · independent (FDA Early Payor Feedback Program)Review of Eltorai 2019 as a purchase-decision comparatorExpert opinionAdequacy for hospital purchasingDesign adequate for the clinical question; single center limits generalizability; capture readmissions, cost, and function; blinded assessors needed.Verified

One company pilot with no control arm, one independent randomized trial of the concept on another device with mixed outcomes, two systematic reviews that find no benefit from the underlying therapy, and a payor-side opinion on what a purchasing committee would need. The critique follows.

amplifyand I · The gating claim

/ 04b The gating claim, continued

Critique, literature, and conclusion

Is the model the right model?

The pilot studied robotic lung resection, a population with the highest stakes for lung recovery and the most motivated patients. It is a reasonable place to look for an effect and a poor place to generalize from to 17 million inpatients, most of whom are not thoracic surgery patients.

Is the sample adequate?

Thirty patients in a single arm cannot estimate a treatment effect at all; they can only describe the cohort. The independent trial's 160 patients found effects on adherence and atelectasis and did not find an overall stay effect.

Are the controls adequate?

The pilot has none. The association it reports, more sessions and a shorter stay, is what one expects when healthier patients both do more and leave earlier; the poster itself notes that higher pre-operative lung function predicted shorter stay. The company's "3×" adherence claim is against an undefined baseline.

Is the effect the claimed effect?

Adherence is the measured effect and is real (Eltorai). Length of stay and pneumonia are the claimed effects and are inferred. In the independent trial the clinical effects appeared in the sicker, non-elective subgroup, which suggests where a confirmatory trial should enroll and also that the general-inpatient market claim is ahead of the evidence.

Has anyone else seen it?

The reminder effect on adherence has been seen independently. An effect of incentive spirometry on complications has been looked for repeatedly over four decades and not found (Cochrane 2012, 2014; Eltorai 2018 review). The company's thesis requires that better adherence produces a benefit those trials could not detect because adherence was poor. That is a coherent hypothesis and an untested one.

Who produced it?

The pilot was run by the company with a thoracic-surgery group at the founders' university; a co-founder is an author. The independent trial has no tie to the company. ECRI's written response was to the company's own question and is the most useful document in the data room.

Prior attempts and the field

Incentive spirometry has been standard post-operative practice since the 1970s on physiological reasoning; outcome evidence was never produced, and guideline bodies have repeatedly noted the lack of proof. Reminder and tracking devices have been built before, including the use-tracking spirometer in the independent trial, and none has reached routine hospital adoption. Digital respiratory adherence has one commercial precedent, Propeller Health's inhaler sensor, which sold to ResMed in 2019 on the strength of published adherence studies and payer and pharmaceutical contracts, in an outpatient setting with a reimbursement path. The nearest hospital-side analogy, connected hand-hygiene monitoring, sold on compliance data without outcome trials. Tarrowin's route may be the same: prove adherence, sell the data, and let the outcome question be answered over time. That is a smaller product than the deck describes and it is the one the evidence currently supports.

Conclusion · Acceptable with conditions at $250K

We put the probability that a multi-site randomized study shows a length-of-stay reduction a purchasing committee would act on at 30 to 45%, and a pneumonia reduction below 20%. The reasoning: the adherence step is proven, the outcome step has failed in every prior test of the therapy, the one supportive independent signal is a subgroup finding, and the company's own pilot cannot speak to it. If the study fails, the company can still sell an adherence-monitoring device on a price-and-data basis; that is the fallback, and it is a smaller company. A $250K position, conditional on the co-founder disclosure and a pre-specified protocol, matches that profile. A $500K position waits for the protocol; a $1M position is not supported.

amplifyand I · Investment Memo

Risks & Mitigants

The five that decide the investment, with their tier. The full register with tiers, severity, and likelihood is on p.29.

#RiskTierWhy we believe itMitigant
01Adherence does not translate into a stay or complication effect in a controlled trialExistentialSingle-arm pilot with a confounded association; independent trial found subgroup effects only; Cochrane reviews find no benefit from the therapy (p.11).Multi-site randomized protocol with blinded assessment, enrolling the higher-risk surgical population where the independent signal appeared. Size the position to the 30 to 45% probability. The fallback product (adherence data at a price) is real and smaller.
0218.3% inactive co-founder equity, vesting undocumentedStructuralCap table dated March 2026 lists three departed co-founders; no vesting, repurchase, or separation documents in the data room. A future acquirer will ask the same question.Gating. Written disclosure of vesting status, repurchase rights, and any disputes before wire.
03The incumbent adds sensing to its own spirometerStructuralThe market-leading incentive spirometer line sits at AirLife (formerly SunMed), a PE-backed consolidator that bought it from Vyaire in 2023, added Avanos' respiratory line the same year, and grew headcount 16% in 24 months (Apollo, 9/21). The April report's "gutted incumbent" described the Vyaire shell; the product line had already been sold to AirLife.Speed to clearance and to a published outcome study; the PCT claims, if granted, on the sensing and reporting method. An acquisition by the incumbent is also an exit.
04No inpatient reimbursement; price rests on cost avoidance a committee must believeStructuralThe RTM CPT codes in the deck are outpatient codes; inpatient use is bundled. Procurement contacts say they will pay for proven stay reduction, which returns to risk 01.Remove the reimbursement claim from investor materials; price against a demonstrated stay effect or, failing that, against the disposable plus a data subscription.
05Manufacturing, cost of goods, and 510(k) content are undefinedStructuralNo bill of materials, supplier quote, design-history file, or software documentation level in the data room; the connected features carry software and cybersecurity content a plastic predicate does not.Independent regulatory review ($10K to $20K); a costed BOM at pilot volume; both inside the round's use of proceeds.

First-time founders, a two-person executive team, an 18-month path to revenue, and hospital procurement cycles are real and are stage-normal for a pre-seed device; they appear in the register and are not counted against the deal beyond what the rubric anchors already price. The model's 2029 to 2030 error and the missing use-of-proceeds breakdown are housekeeping and appear as requests on p.32.

amplifyand II · The Health Report, Four Pillars

/ 05 Part Two

The Health Report ·
Four Pillars

Four prose reads of the evidence. The scored rubric follows in Section III.


Pillar 01

Financial · is the capital position sound for the stage?

Score 3.4 · Confidence Medium · p.15

Pillar 02

Team · can this team execute the plan?

Score 3.2 · Confidence High · p.16

Pillar 03

Technical · does the technology work, and is it protected?

Score 3.4 · Confidence Medium · p.17

Pillar 04

Competitive · where does the company win, and against whom?

Score 3.1 · Confidence Medium · p.18


Pillar scores are the analyst's composite read and are informed by the six dimension scores without being averages of them. Every pillar sits below the 3.5 threshold in this revision; none is far below it.

amplifyand II.1 · Financial Health

Pillar 01 / Four

Financial · is the capital position sound for the stage?

3.4Confidence · Medium

Small burn, real grant income, and a built product; a round sized just under the client's reserve rule and a model that cannot yet carry an IC vote.

Capital consumed against milestones

2025 burn of $137K against $130K of grant and prize income (Company-reported income statement; federal returns for 2023 and 2024 Documented). In that year the company completed a 30-patient pilot, filed and prosecuted a PCT, and built the device. Monthly net cash flow stayed within about $10K of zero. For a pre-seed device this is efficient use of very little money.

Non-dilutive pipeline

SBIR Phase I, $300K, awarded (Documented). State grant of $300K pending and SBIR Phase II of $2M planned for April 2026 submission; neither is cash and the Phase II status is unknown at revision. The company should say whether it was submitted.

The round and the buffer

$800K against a use of proceeds the deck states in one line, "scale prototype to pivotal trials." Cash buffer is 17% by the company's own arithmetic against Thornquist Ridge's 20% threshold. The multi-site study the thesis depends on is not costed in the round; our estimate of $1.5M to $2.5M for it means the round funds the 510(k) and a protocol, and a seed round or the Phase II grant funds the study.

Projection credibility

$238K (2026) to $10.9M (2030), with an apparent error in the 2029 to 2030 expense line and an adoption ramp faster than the company's own procurement notes describe. The pricing assumption ($100 per patient) has no transaction behind it and the gross margin has no bill of materials behind it.


Bottom line · Pillar 01

Efficient and grant-supported, with the next milestone unfunded and a model that needs correction and a bill of materials before it is evidence of anything. Above the 3.0 anchor on discipline; below 3.5 on buffer, on projection credibility, and on the unfunded study. 3.4, Medium confidence.

amplifyand II.2 · Team

Pillar 02 / Four

Team · can this team execute the plan?

3.2Confidence · High

Two first-time founders who have executed well for two years, with one exit-experienced part-time officer, and an equity question that a buyer will ask before Thornquist Ridge has finished asking it.

Prior history in the category and with the technology

Neither founder has commercialized a device or filed a 510(k). Thomas Beckett, the fractional CFO, took Tessamere through a strategic sale to Orvane Medical; that is the only prior category exit on the team and it is part-time. The clinical advisors are physicians at the founders' university and a regional center; the design-firm founder among the advisors is the closest thing to device-manufacturing experience on the bench. Advisors are company-engaged.

Execution to date

In 27 months full-time: 200+ stakeholder interviews (company count), a 30-patient pilot run through a university IRB, a PCT with a favorable written opinion, an SBIR Phase I award, and a national pitch-competition win at a thoracic society meeting. That is above the rubric's execution anchor for first-time founders at this tenure.

Company age

Incorporated December 2023; the milestones above in under three years. No flag.

Equity and incentives

Three departed co-founders hold 18.3% fully diluted with nothing in the data room on vesting, repurchase, or the terms of their departure. The active founders hold an estimated 60%. Thornquist Ridge's deal-breakers clear: not married, no outsized salaries (about $14K per month across the team in 2025), no bad-actor flags found, founders in their field.

Marlowe · 32% Raghavan · 28% Inactive · 18.3% Pool · 12% Res. · 9.7%

Fully diluted, per the company's table dated March 2026 (Company-reported). Inactive co-founders: Halloran 3.3%, Petrakis 5.8%, Nair 9.2%. Active founder split estimated; counsel verification is a pre-wire item.

Bottom line · Pillar 02

Demonstrated execution and no deal-breaker triggered, held below the 3.5 anchor by first-time-founder status, no full-time device commercialization experience, and an undocumented 18.3%. 3.2, High confidence.

amplifyand II.3 · Technical

Pillar 03 / Four

Technical · does the technology work, and is it protected?

3.4Confidence · Medium

The device works as a device and the IP is early and favorable; the clinical claim that gives the device its price is untested, and the manufacturing and software content of the 510(k) is undocumented.

Layer scores · medical device weights

LayerWeightScoreBasis
Evidence0.353.0Company single-arm pilot (3.0 anchor); independent randomized support for the adherence step on another device; the underlying therapy has no demonstrated outcome benefit.
Intellectual property0.204.0PCT with a searching-authority opinion of novelty and inventive step on all 20 claims, seven national phases, university waiver, trademark, priority 2023 (4.0 anchor; grants pending).
Regulatory pathway0.253.8510(k) with predicate identified, reviewed by a company-engaged consultant, third-party review eligible (4.0 anchor); no pre-submission and no software documentation level yet.
Manufacturability0.202.8Working prototypes used in a 30-patient study; no design-history file, bill of materials, supplier quotes, or cost model in the data room (between the 2.0 and 3.0 anchors).
Composite · D31.003.40.35 × 3.0 + 0.20 × 4.0 + 0.25 × 3.8 + 0.20 × 2.8 = 3.36, reported 3.4. No layer below 2.0.

Evidence, IP clock, regulatory, manufacturing

The evidence layer is analyzed on p.11. On IP, the written opinion (Verified, read in full) is the best outcome available before national examination; it is not a grant, and the deck's description of it as an examining-authority opinion overstates it. Priority of September 2023 gives about 16 years of life at a 2028 launch, which is ample. The claims cover the sensing device and the cloud reporting method; a freedom-to-operate opinion has not been obtained.

The classification and predicate are consistent with the regulation, and the consultant's judgment that a pre-submission is unnecessary is defensible for the hardware. The connected features add a software documentation level, cybersecurity content, and possibly a wireless coexistence review that a plastic predicate does not carry, and none of that is in the data room. The company estimate of $100K to $500K and 6 to 12 months is plausible if the software content is modest. Manufacturing is the thinnest layer: a device with a disposable mouthpiece at a $100 per-patient price needs a bill of materials and a supplier quote before the price means anything, and the data room has neither. The design-firm founder on the advisory bench is the resource for this.

'23priority, inc. '24PCT filed '25 Q1pilot N=30 '25 Q2ISA opinion '26SBIR II '27510(k) '28 to '29multi-site readout

Bottom line · Pillar 03

A real device, early and sound IP, a short regulatory path, and an untested clinical claim with an undocumented manufacturing plan behind it. 3.4, Medium confidence. The April report scored 4.0 by treating the pilot and the opinion as a completed package.

amplifyand II.4 · Competitive Position

Pillar 04 / Four

Competitive · where does the company win, and against whom?

3.1Confidence · Medium

The category is consolidating in the hands of two well-capitalized consumables companies, the digital adjacents are small and shrinking, and the product's opening is a clinical claim nobody has proven.

Field base rate · what happened to prior attempts

Incentive spirometry has been standard of care for fifty years without outcome evidence; two Cochrane reviews and a 2018 clinical review find no demonstrated effect on complications. Devices that track or prompt use have been built and trialed (the use-tracking spirometer in Eltorai 2019) without reaching adoption. The digital-spirometry companies that exist sell diagnostic spirometers to pulmonology clinics, a different product and buyer. The one commercial success in connected respiratory adherence, Propeller Health (sold to ResMed, 2019), was an outpatient product with published adherence data and payer contracts. The company's stated reason to differ is that a standalone device with reminders and clinician reporting can be adopted inside the inpatient workflow; that claim has a 30-patient pilot behind it.

Competitive set · incumbents and adjacents

PlayerPositionPostureHeadcount Δ 24mo
AirLife
formerly SunMed · PE-owned
Incumbent; owns the leading incentive spirometer lineBought Vyaire's respiratory and anesthesia consumables (June 2023) and Avanos' respiratory line (October 2023). Apollo: 9,000 employees, revenue about $526M. The consumable the company wants to replace is this company's product. The April report described the incumbent as "gutted"; that was the Vyaire shell, which sold its ventilators to Zoll in 2024 in Chapter 11.+16%
MedlineIncumbent; privateAcquired Teleflex's Hudson RCI respiratory consumables, including incentive spirometers, in 2021. Distribution and GPO position in every US hospital.+16%
Hillrom / BaxterRespiratory therapy devicesAirway-clearance and lung-expansion devices; Baxter has been divesting units and its headcount is down 6% over 24 months (Apollo, 9/21).−6%
MIR · ndd · patientMpowerDigital spirometry adjacentsDiagnostic spirometers and remote monitoring for pulmonology; $15M to $18M revenue each, all contracting over 24 months (Apollo, 4/30). Different product and buyer.−12%

Headcount change over 24 months per Apollo, shown as the one independently sourced measure of organizational trajectory available for private and public companies alike. Medline's April figure is for the whole company.

Bottom line · Pillar 04

An unaddressed measurement gap in a fifty-year-old standard of care, owned by two consolidators who could add sensing to their own products and who are also the most likely buyers. The company's opening lasts as long as it holds an evidence lead and the PCT claims hold. 3.1, Medium confidence. The exit analysis on the next page is scored under D6.

amplifyand II.4 · Exit path

/ II.4b Exit path

Who buys this, and what they need to see first

Acquirers are listed by the category they buy in: hospital respiratory-care consumables and devices, and connected respiratory adherence. Category precedent means a named acquisition in that category in the last five years. BD (no respiratory-care business since its 2018 Vyaire divestiture) and Teleflex (a seller: its acute-care, urology, and OEM units were sold for $2.03B in December 2025) appeared in the April table and are removed.

AcquirerCategory presenceCategory precedentMeansHealth · headcount Δ 24moFit
MedlineRespiratory consumables; hospital distributionHudson RCI respiratory consumables from Teleflex, 2021, including incentive spirometers; undisclosed.Private; revenue about $28B (Apollo, 4/30)~ 43,000 · +16%Highest. Owns a spirometer line and the channel; buys product lines with revenue.
AirLifeRespiratory and anesthesia consumables; owns the leading IS lineVyaire consumables, June 2023; Avanos respiratory, October 2023; both undisclosed.PE-owned; revenue about $526M (Apollo, 9/21)9,000 · +16%High. The incumbent and an active consolidator; buys lines it can run through its plants.
ICU MedicalVital care and infusion; hospital consumablesSmiths Medical, 2022, $2.35B.$3.1B mkt cap (Apollo, 4/30)~ 15,000 · +8%Medium. Buys at scale; a pre-revenue spirometer is small for it.
ResMedRespiratory care and digital health, out-of-hospitalPropeller Health, 2019, connected inhaler adherence, about $225M.$32.9B mkt cap (Apollo, 9/21)12,000 · +20%Medium. The one buyer with a connected-adherence precedent; hospital consumables are outside its channel.
Baxter (Hillrom)Respiratory therapy devicesHillrom, 2021, $12.5B, including respiratory care.$12.3B mkt cap (Apollo, 9/21)38,000 · −6%Low-medium. Divesting, not buying, since 2024.
Zoll (Asahi Kasei)Hospital respiratory and critical careVyaire ventilator business, 2024, $37M, in Chapter 11.Revenue $2.5B (Apollo, 9/21)7,500 · +2%Low-medium. Devices rather than consumables.

Headcount change per Apollo as above. Six acquirers with means and category precedent, against a reference-class median of two or three for a pre-revenue hospital consumable (our judgment from Appendix A2). Every precedent was a product line with revenue or, in ResMed's case, a company with published studies and payer contracts. None bought a pre-clearance device.

amplifyand II.4 · Exit path

/ II.4c Exit path, continued

Minimum evidence package, and what it costs

ItemCompany estimateOur estimateBasis for the difference
What an acquirer needs to see510(k) clearance and either a multi-site randomized study with a length-of-stay endpoint or paid adoption at roughly 20 hospitals with utilization data. Medline and AirLife buy lines with revenue; ResMed bought Propeller with published adherence studies and contracts.
Time and money to get there$800K "to scale prototype to pivotal trials"; 510(k) $100K to $500K, 6 to 12 months.510(k): $300K to $500K, 9 to 12 months. Multi-site RCT (3 sites, about 300 patients): $1.5M to $2.5M, 24 to 30 months. Pilot sales and support: $1M. Total $4M to $6M, package in hand 2029 to 2030.The round does not cost the study; site activation and IRB timelines at three hospitals; a small sales and support function to reach 20 paying hospitals.
Who funds itThis round; SBIR Phase II ($2M planned).This round for clearance and protocol; SBIR Phase II if awarded; a $3M to $5M seed for the study and first sales, at roughly 20 to 25% dilution.Phase II status unknown; the study cannot start on the current round.
Probability and timingCompany gives none.Conditional on a positive multi-site readout: acquisition within Thornquist Ridge's 4- to 7-year horizon, 40 to 55%. Unconditional: 20 to 30%. If the readout fails, a smaller sale on adherence data and a cleared device is possible at a lower value.Product of the readout probability (30 to 45%), clearance, and the consolidators' pattern of buying lines they can run through their channel.

Return arithmetic on a $250K SAFE

$250K at a $5M post-money cap is about 5% before dilution. After a seed round and pool top-up, perhaps 3 to 3.5%. A $60M to $150M acquisition of a cleared device with a published outcome study and early revenue returns roughly 7 to 20× on the SAFE; a $20M to $40M sale of a cleared adherence device without an outcome study returns 2 to 5×. Thornquist Ridge's stated target for pre-seed is 10×; the upper outcome reaches it and the fallback does not.

Where this feeds the score

D6 (p.28) takes the terms and this path; the package can be estimated, so the cap for an unestablished exit path does not apply, and the score reflects a real but conditional path with a modest fallback. D2 takes the field base rate and the competitive set (p.18).

amplifyand III · Calibrated Scoring

Investment Thesis Alignment

Every criterion in Thornquist Ridge's calibrated profile, mapped to the evidence. The hard-pass rows decide whether the deal can be considered; the rows above them describe fit.

Rubric elementMatch against the dealStatus
Stage · pre-seed$800K SAFE. In band.✓
Sector · HealthTechMedical device with a software layer. In band. The client's stated caution about device economics applies to PMA-path devices; this is a 510(k).✓
Geography · Mid-Atlantic 2026 allocationHome market.✓
Founder pedigree · AshburyBoth founders.✓
Industry-fit foundersBioengineers building a bioengineering product; no prior commercialization.✓
First-time founders acceptablePer the rubric.✓
Pre-revenue acceptableExpected for the stage.✓
Exit · strategic acquisition, 3 to 5× in 4 to 7 years (10× target at pre-seed)Six category acquirers with precedent; none bought pre-clearance; package 2029 to 2030 on our estimate, inside the horizon.△
20% reserve buffer to milestone17% by the company's arithmetic; the milestone that matters is not funded by the round.△
Liquidation preference 1×YC SAFE.✓
Hard-pass deal-breakers
No pro rata rightsIncluded in the SAFE.Clear
Husband-and-wife founder teamCo-founders; unmarried.Clear
Outsized founder salaryAbout $14K per month across the team in 2025.Clear
Bad actor or regulatory issueNone found; background checks not performed.Clear, pending checks
Founder-industry mismatchNone.Clear
No IP (fintech only)Not applicable.Clear

Read · No hard-pass fires; two fit criteria are partial

Every deal-breaker clears as papered. The deal fits the client's stage, sector, geography, and founder profile. The exit horizon and the reserve buffer are partial. The score below the threshold comes from the evidence on the clinical claim and the price that depends on it.

amplifyand III · Calibrated Scoring

Thornquist Ridge Rubric · Weighted Overall

Six dimensions scored 0 to 5, weighted by the client's calibrated profile (Team and Technical carry 52% of the weight), summed against the 3.50 pre-seed threshold.

#DimensionScore · 0 to 5ScoreWeightWeightedConf.
D4Team & Leadership
3.20.2860.915High
D3Technical / Scientific Merit
3.40.2380.809Medium
D2Market & Competitive Position
3.00.1900.570Medium
D1Financial Health & Trajectory
3.40.1430.486Medium
D5Commercial & GTM Execution
3.00.0950.285Medium
D6Deal Terms & Exit Potential
3.60.0480.173Medium
OVERALL · weighted
3.241.0003.24Medium

Threshold 3.50 · Result Below threshold · margin −0.26 · three-lens range Bear 2.64 / Base 3.24 / Bull 3.82. The bull case clears the threshold; the base and bear cases do not.

D1 · FINANCIAL D2 · MARKET D3 · TECHNICAL D4 · TEAM D5 · COMMERCIAL D6 · DEAL TERMS

Dashed ring = 3.50 threshold. Only D6 reaches the ring. The April report's polygon cleared the ring on D3 and D6; the changes are explained in Appendix B.

amplifyand III · Dimension Detail · D1

Dimension D1 · weight 0.143

Financial Health & Trajectory

3.4Confidence · Medium

Efficient use of very little capital, one grant in hand, a buffer just under the client's rule, and the decisive study unfunded.

Findings

2025 burn $137K against $130K income (Company-reported statement; returns Documented). SBIR Phase I $300K awarded (Documented). State grant and SBIR Phase II pending or planned; status unknown. Five-year model with an expense-line error and an unsupported price.

Risk flags

Structural · The multi-site study is not in the use of proceeds. Stage-normal · 18+ months to first revenue; a seed round before the readout.

Opportunities

SBIR Phase II, if awarded, funds most of the study without dilution. A hospital-sponsored study at one of the 20+ sites requesting trials would cut the cost further.

What would move the score

A corrected model with a bill of materials and a written use of proceeds with a 20% reserve (to 3.6). A Phase II award (to 3.8).

Three-lens spread · Bear 2.8 (Phase II declined; bridge before any study) · Base 3.4 · Bull 3.9 (Phase II awarded; model corrected). The April report scored 3.5; the revision counts the unfunded study.

amplifyand III · Dimension Detail · D2

Dimension D2 · weight 0.190

Market & Competitive Position

3.0Confidence · Medium

A large installed base, a bottom-up unit count, an unpaid price, an adverse evidence base for the underlying therapy, and two consolidators who own the category.

Findings

About 17M US inpatients per year receive an incentive spirometer (Verified in order of magnitude). $100 per patient is Company-reported and unpaid. Procurement notes from three of 19 systems describe a cost-avoidance buying logic (Company-reported). No inpatient reimbursement exists; the deck's RTM codes are outpatient codes (Contradicted).

Field base rate

Fifty years of incentive spirometry without outcome evidence; reminder devices trialed without adoption; one connected-adherence exit in an outpatient setting (p.18).

Risk flags

Existential · The clinical claim that supports the price. Structural · AirLife or Medline adds sensing to its own line. Stage-normal · Hospital procurement cycles.

What would move the score

A paid pilot at any price (to 3.3). A positive multi-site readout (to 3.8 or above).

Three-lens spread · Bear 2.4 (incumbent adds sensing; price falls to the disposable) · Base 3.0 · Bull 3.6 (readout positive; committee adoption at the company's price). The April report scored 3.6 on the incumbent's collapse, which did not happen to the product line.

amplifyand III · Dimension Detail · D3

Dimension D3 · weight 0.238

Technical / Scientific Merit

3.4Confidence · Medium

Thornquist Ridge's second-highest weight. The composite of four layers scored on p.17: evidence 3.0, IP 4.0, regulatory 3.8, manufacturability 2.8.

LayerWeightScoreContributionOne-line basis
Evidence0.353.01.05Single-arm company pilot; independent RCT supports adherence only; therapy base negative
Intellectual property0.204.00.80ISA opinion favorable on all claims; seven national phases; waiver; priority 2023
Regulatory pathway0.253.80.95510(k), predicate, company-engaged consultant; software content undocumented
Manufacturability0.202.80.56Prototypes work; no DHF, BOM, or cost model
Composite1.003.43.36Reported to one decimal

Findings

Pilot posters (Company-reported). ISA written opinion, PCT as filed, provisional, waiver (Verified and Documented, read in full). Consultant letter (Documented, company-engaged). No verification, design-history, software, or manufacturing documents (Unverified).

Risk flags

Existential · The outcome claim (p.11). Structural · Software and cybersecurity content of the 510(k). Structural · Cost of goods against a $100 price.

What would move the score

A pre-specified multi-site protocol and a positive readout move the evidence layer to 4.0 and the composite to about 3.8. A bill of materials with supplier quotes moves manufacturability to 3.3. National-phase grants move IP to 4.5.

Three-lens spread · Bear 2.8 (readout negative; 510(k) delayed on software content) · Base 3.4 · Bull 4.0 (readout positive; grants issue). The April report scored 4.0 by treating the pilot and the opinion as a completed evidence package; the revision scores the layers separately.

amplifyand III · Dimension Detail · D4

Dimension D4 · weight 0.286 (highest)

Team & Leadership

3.2Confidence · High

Thornquist Ridge's heaviest dimension. Two-year execution by first-time founders, one part-time exit-experienced officer, and an 18.3% question.

Findings

Bios, NIH biosketches, and resumes in the data room (Documented). Category history: none among the founders; Beckett (fractional CFO) sold a device company. Advisors company-engaged; one design-firm founder among them. Incorporated December 2023; milestones as listed on p.16.

Deal-breaker check

Not married; about $14K per month across the team; no proceedings found, background checks not run; founders in their field.

Risk flags

Structural · 18.3% inactive equity, undocumented (gating). Stage-normal · Two-person executive team; the CEO is the only seller and the only clinical-program lead.

What would move the score

Written disclosure and, ideally, a repurchase or reverse-vesting arrangement on the inactive shares (to 3.4). A full-time commercial or regulatory hire with device experience after the round (to 3.6).

Three-lens spread · Bear 2.6 (an inactive co-founder disputes the shares; the CEO's bandwidth breaks) · Base 3.2 · Bull 3.8 (disclosure complete; a device operator joins). The April report scored 3.4; the revision scores category and technology history explicitly.

amplifyand III · Dimension Detail · D5

Dimension D5 · weight 0.095

Commercial & GTM Execution

3.0Confidence · Medium

Unusual depth of clinician interest for the stage, no money changing hands, and a reimbursement story that has to be rewritten.

Findings

21 letters of support and 20+ trial-hosting requests from named institutions (Company-reported; letters solicited). 19 procurement conversations with three written summaries. No paid pilot, LOI with price, or design-partner agreement. The CEO handles all customer contact.

The reimbursement correction

The deck's RTM CPT codes apply to outpatient monitoring of a discharged patient. Inpatient incentive spirometry is inside the DRG. The commercial case is therefore cost avoidance alone, which is what the procurement contacts described and what the gating claim has to support.

Risk flags

Structural · No inpatient reimbursement. Stage-normal · Procurement cycles; GPO compliance; key-person dependence on the CEO.

What would move the score

A paid pilot or a value-analysis approval with a price (to 3.4). A distributor or GPO conversation with a written outcome (to 3.6).

Three-lens spread · Bear 2.4 (committees decline without an RCT) · Base 3.0 · Bull 3.6 (two paid pilots in the trial-requesting sites). The April report scored 3.5 partly on the reimbursement layer; the revision removes it.

amplifyand III · Dimension Detail · D6

Dimension D6 · weight 0.048 (lowest)

Deal Terms & Exit Potential

3.6Confidence · Medium

Standard YC terms at a low cap, six category acquirers with precedent, and a package that is estimable, fundable, and two to three years away.

Terms

YC post-money SAFE, $5M cap, 20% discount, 1× non-participating, pro rata included (Documented, blank SAFE in the data room; executed instrument to be confirmed). At-market or better for a pre-seed device.

Exit path

Six respiratory-care acquirers with category precedent (p.19); every precedent had revenue or published studies with contracts. Package: clearance plus a multi-site readout or 20 paying hospitals; $4M to $6M and 2029 to 2030 on our estimate; fundable through SBIR Phase II and a seed round.

Return arithmetic

About 5% for $250K before dilution. $60M to $150M on the upper path returns 7 to 20×; the fallback sale of a cleared adherence device returns 2 to 5×. The client's 10× pre-seed target is reached only on the upper path.

What would move the score

A named strategic conversation or a distributor agreement (to 3.9). Holder-side information rights and a confirmed pro rata in the executed SAFE (confidence to High).

Three-lens spread · Bear 3.0 (fallback sale only) · Base 3.6 · Bull 4.2 (readout positive; two consolidators compete). The April report scored 4.0 with BD and Teleflex as buyers; the revision removes both and prices the distance to the package.

amplifyand IV · Risk Register

/ 06 Risk & Process

Risk Register

Nine active risks: one Existential, five Structural, three Stage-normal. Six independent existential or structural risks against a norm of two or three for a pre-seed device. Housekeeping items are on p.32.

Likelihood · LowLikelihood · MediumLikelihood · High / Certain
Severity · High-0102
Severity · Medium-03 0504 06
Severity · Low-Med---

Existential and Structural items only.

#RiskTierSevLikelyMitigation
01Adherence does not produce a stay or complication effect in a controlled trial
Gating claim · p.11
ExistentialHighMedMulti-site randomized protocol, blinded assessment, higher-risk surgical population; the fallback adherence-data product limits the downside. Position sized to 30 to 45%.
0218.3% inactive co-founder equity, vesting undocumentedStructuralHighCertainGating. Written disclosure of vesting, repurchase rights, and departures before wire; reverse vesting if absent.
03Incumbent adds sensing to its own spirometer lineStructuralMedMedSpeed to clearance and a published study; PCT claims on the method; the incumbent is also a buyer.
04No inpatient reimbursement; price rests on cost avoidanceStructuralMedCertainRemove the RTM claim; price against a demonstrated stay effect or the disposable plus data.
05510(k) software and cybersecurity content; manufacturing and cost of goods undefinedStructuralMedMedIndependent regulatory review; bill of materials with supplier quotes; both inside the round.
06Single-system evidence and institutional concentrationStructuralMedHighMulti-site study with sites outside the founders' university; ECRI collaboration on protocol.
07First-time founders; CEO as sole seller and clinical leadStage-normalMedMedPriced in the D4 anchor; a device-experienced hire after the round.
08Hospital procurement cycleStage-normalLowHighPriced in the D5 anchor; clinician-driven entry through the sites requesting trials.
0918+ months to revenue; buffer 17%Stage-normalLowCertainPriced in the D1 anchor; Phase II and a seed round.
amplifyand IV · Diligence Gaps · Pre-IC

/ 07a What was not done, before IC

Diligence Gaps · Pre-IC

Analyst-time items Thornquist Ridge should weigh before an IC vote. The "what would settle it" column on p.08 feeds this list.

Reference calls, not completed

Evidence verification, not completed

amplifyand IV · Diligence Gaps · Pre-Wire

/ 07b What was not done, before wire

Diligence Gaps · Pre-Wire

Counsel and operational items to resolve in writing before any funds move, whatever the IC decides on size.

Corporate and legal, not completed

Deal documents, flagged

Sequencing

Pre-IC items are analyst time and can be completed inside two weeks. Pre-wire items are counsel time and follow the IC decision. Amplify& can scope a follow-up engagement covering the pre-IC items on request.

amplifyand IV · Recommendation

/ 08 Detailed recommendation

Recommendation ·
Detailed

Amplify& Verdict · Thornquist Ridge Pre-Seed Threshold 3.50Below threshold · $250K, conditional

3.24 / 5.0

The deal scores 3.24 against Thornquist Ridge's 3.50 pre-seed threshold, in the band the rubric labels "proceed with caution; significant risks need resolution." The gating-claim analysis agrees with the score: the adherence effect is proven, the outcome effect is not, and the price depends on the outcome effect. The device is real, the IP is early and favorable, the regulatory path is short, and the fallback product is a smaller company that can still be sold. A $250K SAFE, at the low end of the client's range, conditional on the co-founder disclosure and a pre-specified multi-site protocol, matches that profile. A second $250K should wait for the protocol. The April report's $250K to $500K stands at its lower bound.

Conditions precedent before wire

  1. Inactive co-founder disclosure in writing: vesting, repurchase rights, departures, disputes.
  2. Multi-site trial protocol pre-specified: randomized, blinded outcome assessment, length-of-stay primary endpoint, higher-risk surgical population, sites outside the founders' university, costed.
  3. Written use of proceeds for the $800K with a 20% reserve.
  4. Counsel-verified cap table and executed SAFE with pro rata.

Strongly recommended before IC vote

  1. Three independent clinician and committee calls.
  2. Independent regulatory review of predicate and software level.
  3. Pilot patient-level data and the June poster's adherence baseline.
  4. SBIR Phase II submission status.
  5. Bill of materials with supplier quotes.

Relative to the alternatives

Thornquist Ridge's typical pre-seed position is $250K to $1M in a Mid-Atlantic health-technology company with a strategic exit in four to seven years. Within that mandate, a cleared 510(k) device with a published outcome study would carry two or three independent risks; Tarrowin carries six, of which one is existential. The $5M cap and standard terms compensate for the stage; they do not compensate for a 30 to 45% probability on the claim that sets the price. The fallback product keeps the downside bounded, which justifies a small position. This is our judgment; the client's calibration sets no check-size ceiling.

Requests to the company

amplifyand V · Appendices

/ A Data Sources

Appendix A · Data Sources

Materials reviewed. Each is labeled with its source class where that is not obvious from the item.

  1. Pitch deck (32 slides) and a five-minute pitch video. Company-reported.
  2. Financial model (7 sheets) and a milestone timeline. Company-reported.
  3. Clinical: ClinicalTrials.gov NCT07481236 listing; adherence poster (June 2025) and length-of-stay poster (September 2025). Company-reported.
  4. Regulatory: consultant letter, February 2025. Documented; company-engaged source.
  5. Payor feedback: written response from ECRI's clinical evidence assessment group (January 2025) and meeting summaries with ECRI and a pediatric Medicaid plan. The written response is Verified; the summaries are Company-reported.
  6. Letters of support (21) from named clinicians and institutional leaders at seven health systems, a device design firm, and a regional science center. Company-solicited.
  7. IP: PCT/US2024/046166 as filed; ISA search report and written opinion (December 2024); provisional as filed; university waiver letter; trademark registration. Verified and Documented; read in full.
  8. Customer discovery: procurement notes from three of 19 hospital systems; customer discovery workbook. Company-reported.
  9. Team: bios, resumes, NIH biosketches; cap table dated March 2026. Company-reported.
  10. Tax and insurance: 2023 and 2024 federal returns; business owner's policy; workers' compensation; insurance application. Documented.
  11. Corporate: articles of incorporation (Delaware, December 2023); clinical trial research agreement with the university health system; intern offer letter template. Documented.
  12. Round: blank YC post-money SAFE. Template only.
  13. Literature located independently: Eltorai et al., JAMA Surgery 2019 (reminder spirometer RCT); Cochrane reviews of incentive spirometry after CABG (2012) and upper abdominal surgery (2014); Eltorai et al., Respiratory Care 2018 (clinical effectiveness review); AHA and CMS utilization statistics for the inpatient unit count. Verified.
  14. Apollo enrichment, 2026-04-30: Tarrowin, Vyaire, Medline, ICU Medical, MIR, ndd, patientMpower (7 credits). Apollo enrichment, 2026-09-21: AirLife, Baxter, Zoll, ResMed (4 credits). Apollo figures trail real time by 30 to 60 days.
  15. Public disclosures: SunMed/AirLife, Vyaire, Zoll, Medline, Teleflex, ICU Medical, ResMed, and Baxter transaction releases and trade press.
  16. Thornquist Ridge Partners calibrated client profile, from the interview of 2026-04-30.
  17. Amplify& report of 2026-04-30 on the same data room, superseded by this document.
amplifyand V · Appendices

/ A2 Precedent status

Appendix A2 · Precedent Status

Every transaction, company, and study cited in this report, with its status as of the check date. Companies cited in the April report that do not belong in the acquirer set are listed with the reason.

  1. SunMed acquisition of Vyaire Medical's respiratory and anesthesia consumables (completed June 2023): the incentive spirometer line moved with it; SunMed rebranded as AirLife in 2024. Status checked 2026-09-21.
  2. AirLife acquisition of Avanos Medical's respiratory business (October 2023): completed. Checked 2026-09-21.
  3. Vyaire Medical: filed Chapter 11 in June 2024; ventilator business sold to Zoll (August 2024, $37M). The April report's "−87% headcount" described this remainder, not the product line the company competes with. Checked 2026-09-21.
  4. Medline acquisition of Teleflex's Hudson RCI respiratory consumables (completed June 2021): included incentive spirometers; line active. Checked 2026-09-21.
  5. ICU Medical acquisition of Smiths Medical (January 2022, $2.35B): completed; integration ongoing. Checked 2026-09-21.
  6. ResMed acquisition of Propeller Health (announced December 2018, about $225M): completed 2019; product line active. Connected-adherence precedent, outpatient. Checked 2026-09-21.
  7. Baxter acquisition of Hillrom (December 2021, $12.5B): completed; Baxter has since divested other units and its market capitalization is about $12B. Checked 2026-09-21.
  8. Teleflex: agreed in December 2025 to sell its acute-care, interventional urology, and OEM businesses for $2.03B. A seller in this category; removed from the acquirer set. Checked 2026-09-21.
  9. BD: no respiratory-care business since the 2018 Vyaire divestiture; the April report named it "most likely strategic." Removed. Checked 2026-09-21.
  10. Danaher acquisition of Masimo (February 2026, $9.9B): patient monitoring; not a respiratory consumables buyer; noted for completeness. Checked 2026-09-21.
  11. Eltorai et al. 2019, JAMA Surgery: published; no correction found; no multi-site replication found. Checked 2026-09-21.
  12. Cochrane reviews, 2012 and 2014: current versions unchanged in conclusion at check. Checked 2026-09-21.
  13. NCT07481236: listed; single-arm; results unpublished beyond posters. Checked 2026-09-21.
  14. MIR, ndd, patientMpower: active; no transactions found since April. Checked 2026-09-21.
amplifyand V · Appendices

/ B Methodology

Appendix B · Methodology

The Four Pillars are the prose read of the evidence; the six dimensions are the scored read of the same evidence, weighted to the client's priorities; the score comes from the six dimensions only. Weights are from the Thornquist Ridge calibration interview of 2026-04-30: Team 0.286, Technical 0.238, Market 0.190, Financial 0.143, Commercial 0.095, Deal Terms 0.048. Pre-seed proceed threshold 3.50. Weighted score 3.24.

Every material fact carries a source class. Verified: confirmed by an independent source (registry, regulator, peer-reviewed publication, our own interview). Documented: a third-party document in the data room. Company-reported: a document the company produced or solicited. Unverified: an assertion without a document. Company-reported and Unverified facts are attributed in the sentence wherever they appear; advisors, consultants, and endorsers engaged by the company are described as company-engaged.

The value proposition was reduced to six claims and each was verified separately. The gating claim was analyzed on its merits and its conclusion governs where it and the weighted score diverge. Risks carry a tier; housekeeping is excluded from the register. Acquirers are organized by the category they buy in, with a named precedent. Every precedent was status-checked on 2026-09-21. Technical merit was scored as four layers with medical-device weights (evidence 0.35, IP 0.20, regulatory 0.25, manufacturability 0.20).

Three-lens scoring

Each dimension was scored three times: skeptic (the flagged risks materialize), optimistic (the company's plan executes), and pragmatic (the base rate for a pre-seed 510(k) device from a university spinout). The pragmatic case is reported; the other two bound the range. Scenario weights from the client profile are 0.30 / 0.50 / 0.20.

DimensionBearBase · reportedBullApril 30 report
Financial2.83.43.93.5
Market & Competitive2.43.03.63.6
Technical / Scientific2.83.44.04.0
Team & Leadership2.63.23.83.4
Commercial & GTM2.43.03.63.5
Deal Terms & Exit3.03.64.24.0
Weighted overall2.643.243.823.63

Probability-weighted value (0.30 / 0.50 / 0.20) 3.18; PERT 3.24. The bull case clears the threshold and depends on one event, the multi-site readout.

Why the score changed from April

The data room is the same. D3 fell from 4.0 to 3.4 because the single-arm pilot and the search-authority opinion had been treated as a completed evidence package; the layers are now scored separately and manufacturing is counted. D2 fell from 3.6 to 3.0 because the incumbent product line was found to be owned by a growing consolidator (the April report described a collapsed company), the underlying therapy's evidence base is counted, and the inpatient reimbursement claim was removed. D5 fell from 3.5 to 3.0 on the same reimbursement correction. D6 fell from 4.0 to 3.6 because BD and Teleflex were removed from the acquirer set and the distance to the evidence package is priced. D4 fell from 3.4 to 3.2 on explicit scoring of category history. D1 fell from 3.5 to 3.4 because the decisive study is unfunded by the round. The April recommendation of $250K to $500K stands at its lower bound.

Limitation of scope

This report has not been legally reviewed. The inactive co-founder disclosure, the cap table, and the university waiver scope should be confirmed in writing by Thornquist Ridge's counsel before close. No founder background checks, independent regulatory review, freedom-to-operate opinion, clinician interviews, or re-analysis of pilot data were performed under this engagement.

amplifyand
End of ReportColophon
prepared by
amplifyand

amplify, and let the evidence follow.

Amplify& is an intelligence platform for institutional evaluation: due diligence, investor readiness, and acquisition intelligence, delivered as analyst-reviewed reports for the firms that make the decision. This report was prepared for Thornquist Ridge Partners and supersedes the report of April 30, 2026.

Prepared by
Matt Kowalczyk · CEO
Engagement
Thornquist Ridge Partners
Issued
September 21, 2026
amplify and · dd-2026-09-21 · tarrowin Confidential, Limited Distribution