Cap Table
Cap table & SAFEs
Engineered Nutrition, Inc. is a Delaware C corporation, converted from the Connecticut single-member LLC on July 1, 2026. The charter authorizes 10,000,000 shares at $0.00001 par, 8,000,000 Class A voting and 2,000,000 Class B non-voting. The founder holds 99% of issued equity; the balance is a signed advisor grant. The pre-seed round is raised on pre-money SAFEs that convert to equity at the next priced round.
Ownership today
Pre-financing
| Holder | Class | Shares | Ownership |
|---|---|---|---|
| Nino Polletta · Founder | Class A common (voting) | 1,000,000 | 99.00% |
| Dr. Sam Sterling · Advisor | Class A common (voting) | 10,101 | 1.00% |
| Issued & outstanding | 1,010,101 | 100% | |
| Authorized | 8,000,000 Class A / 2,000,000 Class B | 10,000,000 | — |
| Option pool | Reserved | 0 | 0% |
No co-founders. Dr. Sterling's shares are a restricted-stock advisor grant under an agreement signed August 3, 2026. All 10,101 shares are outstanding at issuance and vest under that agreement, so the share count does not change as vesting occurs. Issuance completes on the corresponding stockholder consent, which is pending. SAFEs below are convertible securities, not shares.
The round
Pre-seed SAFE
21% committed · $145K of $700K · $555K open
InstrumentPre-money SAFE
Target raise$700,000
Committed to date$145,000
Minimum check$15,000
Discount20%
Valuation cap$5.25M
New-money dilution~11.8%
EligibilityAccredited · Reg D
SAFE ledger
Committed to date
Rinaldi · $50K
DiTullio · $50K
The Puricellis · $10K
The Langes · $25K
Dr. Sam Sterling · $10K
Open · $555K
$50,000
John Rinaldi
Pre-money SAFE
$50,000
Robert DiTullio
Pre-money SAFE
$10,000
The Puricellis
Pre-money SAFE
$25,000
The Langes
Pre-money SAFE
$10,000
Dr. Sam Sterling
Pre-money SAFE
$145,000
Total committed
of $700K · 21%
New SAFEs in this round are issued on the same terms: 20% discount, $5.25M cap. Earlier SAFEs carry their own terms and are shown here at face value. All convert at the next priced round. Executed copies available on request.
Notes
How conversion works
These are pre-money SAFEs with a 20% discount and a $5.25M valuation cap. Investors convert at the next priced round at whichever is better for them — the $5.25M cap or a 20% discount to the round price. New-money dilution is ~11.8% on the $700K raise; Nino retains majority control. A detailed pro-forma is available on request.
Outstanding SBA loans (~$140K) are debt, not equity, and do not appear on the cap table. Full balance sheet is in the Financials folder.
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