Founding Investors · co-op.care Technologies LLC

20 spots. $10,000. 0.5% equity.

co-op.care is building the first worker-owned AI care platform for aging families. Peer-reviewed evidence confirms the model works. Four co-founders with the right skills are assembled. The federal revenue floor starts July 2026.

20 founding investor spots available
Express Interest How the equity works ↓

For accredited investors only. Not a public securities offering. See legal disclosure below.

Executive summary

The opportunity in one page.

Home care is a $350 billion industry with 3 million unfilled positions and a 77% annual caregiver turnover rate. Worker ownership cuts turnover in half — peer-reviewed, published March 2025. Today only 22 cooperatives serve 0.1% of the home care workforce. co-op.care is building the technology infrastructure and the operational model to change that, starting in Boulder and scaling nationally through a federated cooperative network.

The structure
A Colorado Limited Cooperative Association (LCA) with two member classes: Investor Members (capital) and Patron Members (caregivers who earn equity through service hours). Founding investors receive Investor Member Units — direct equity in the operating cooperative, not a SAFe note or synthetic instrument.
The team
Four co-founders: Blaine Warkentine MD (CEO, CareOS architect, 20+ years healthcare technology, 3 M&A exits), Josh Emdur DO (CMO, BCH hospitalist, physician authority for national LMN revenue), Kyle Rhodes (COO, founder Focus Staff — SIA top-63 healthcare staffing firm), and Jess Dion (CCO, first family served, community operations).
The revenue model
Three layers: (1) Letters of Medical Necessity reviewed by Josh to unlock HSA/FSA eligibility for home care costs — $150–300 per letter, no caregivers required, national from Day 1; (2) companion care subscription ($59–$2,400/mo per family, Boulder Phase 1); (3) CMS ACCESS shared savings, starting July 5, 2026 (provisional approval ACCESS00590 in hand).
The ask
20 founding investors at $10,000 each = $200,000 total. Funds: healthcare attorney opinion on LMN/HSA eligibility, Colorado Class B home care license, first three W-2 caregiver hires ($25–28/hr), and CareOS build-out. No institutional capital required before first revenue. The LMN track generates revenue before Boulder operations begin.

Peer-reviewed evidence

The cooperative model doesn't just feel right. It measures right.

Health Affairs Scholar published a peer-reviewed analysis of worker-owned home care cooperatives in March 2025 (Gusoff et al.). The findings are unambiguous — and they are the scientific foundation of this investment thesis.

1/2
Industry turnover rate
Worker-owned co-ops had half the annual caregiver turnover of traditional agencies operating in the same markets.
+$2.01
Wage premium per hour
Co-op caregivers earned $2.01/hr more than industry average — and the business still works because retention savings outweigh the wage premium.
2×
Client retention duration
Families stayed with cooperative agencies twice as long as with traditional agencies. Continuity compounds — for outcomes and for recurring revenue.

Health Affairs Scholar, March 2025 (Gusoff et al.) — analysis of 22 worker-owned home care cooperatives. These 22 co-ops serve 0.1% of the 4.6 million US home care workers. The entire market whitespace is ahead of us.

The National Domestic Workers Alliance (2.2M members) ran a portable benefits platform — Alia — from 2019 to March 2022, then shut it down. Their conclusion: portable benefits can't fix a broken employment structure. W-2 cooperative ownership is the only durable answer. co-op.care is building that structure. NDWA's Alia failure is the best evidence our model is the right next step.

The thesis

Three moats. No one else building all three.

Moat 1 — Technology. CareOS is a 50-file, 9,000-line AI platform that maps clinical need to Omaha System nursing standards and generates FHIR-grade longitudinal care records. The Autonomous LMN Generation System produces physician-reviewed Letters of Medical Necessity at scale. The Omaha-to-FHIR mapping creates hospital-grade clinical data from home care settings — the kind of data infrastructure health systems pay to access. No competitor in our market has this stack.

Moat 2 — Operations. We employ caregivers as W-2 employees with equity stakes. Peer-reviewed data shows this cuts turnover from 77% to under 20%. That caregiver retention data — 90-day, 180-day, 12-month statistics — becomes the metric no traditional agency in our market can show a health system. Co-founder Kyle Rhodes built Focus Staff, one of the top-63 healthcare staffing firms in the US (Staffing Industry Analysts, 2023). He is the operational infrastructure for caregiver recruitment, credentialing, and retention.

Moat 3 — Ownership. Cooperative equity is built-in change management. Caregivers who own a stake in what they're building stay, refer their networks, and advocate for the model. Health AI companies like Ambience and Abridge have only Moat 1. We have all three.

The ICA Group (Florence, MA) has built 26 home care cooperatives and offers a "Home Care Cooperative Launch Box" — structural, regulatory, and governance infrastructure we don't need to invent. CMS ACCESS provides a federal shared-savings mechanism starting July 5, 2026. The ecosystem has never been more aligned.

The co-founding team

Four co-founders who together cover every material risk.

Investor due diligence tends to cluster around four questions: Is the technology real? Is the clinical authority credible? Can you actually recruit caregivers? Is there genuine community demand? Each co-founder directly answers one of those questions.

CEO — Technology & Strategy
Blaine Warkentine, MD
40% — 48-mo vest
Grew BrainLAB orthopedic vertical to $250M. Three healthcare M&A exits (HCA, Anytime Fitness, Paragon 28). Built CareOS (50+ files, 9,000+ lines). Secured CMS ACCESS provisional approval (ACCESS00590). Full-time — co-op.care is his primary venture.
Platform • Regulatory • Partnerships
CMO — Clinical Authority
Josh Emdur, DO
20% — 48-mo vest
BCH hospitalist since 2008. Active medical licenses in Colorado, California, Virginia, Louisiana, and additional states under confirmation. The physician authority that makes national LMN revenue possible from Day 1. Co-CMO, Automate Clinic. Named Medical Director on CMS ACCESS application.
LMN Revenue • Medical Director • Clinical Oversight
COO — Workforce Engine
Kyle Rhodes
25% — 48-mo vest
Founded Focus Staff (2009) — Staffing Industry Analysts top-63 healthcare staffing firm nationally. 20 years recruiting, credentialing, and deploying healthcare workers at scale. 4x Dallas 100 winner. Caregiver recruitment is co-op.care's single hardest operational problem — Kyle has solved it before.
Caregiver Recruitment • Credentialing • W-2 Operations
CCO — Community Operations
Jess Dion
15% — 48-mo vest
Moving her father to Boulder — the first family co-op.care serves. Proof of concept: what it looks like when a real family navigates real care decisions. First Conductor (co-op.care's term for community care coordinators). Lived experience as authentic voice in every partnership conversation and investor meeting.
First Family • Care Documentation • Community

Membership tiers

Four ways to be part of co-op.care.

Founding Investor is the top tier — equity, advisory council seat, and everything in every tier below it included.

Resident Free Community access Member $59/mo Full platform Founding Member $499/yr 3-year lock ★ Founding Investor $10,000 0.5% equity • 20 spots
Sage AI + care platform access – ✓ ✓ ✓
ComfortCard digital health identity – ✓ ✓ ✓
LMN access (HSA/FSA unlock) – ✓ ✓ ✓
Priority caregiver matching (Boulder) – – ✓ ✓
3 years Founding Member access ($1,497 value) – – ✓ Included free
Equity in co-op.care LCA
Investor Member Units
 – – – 0.5%
Founding advisory council seat – – – ✓
First right of refusal on Series A – – – ✓
Quarterly updates — all four co-founders – – – ✓
Annual founding gathering in Boulder, CO – – – ✓

The numbers

What the business looks like at early scale.

These are realistic ranges, not projections. We've deliberately avoided hockey-stick language. If you want a full financial model with scenario analysis, request it — we'll send it.

LMN revenue — Year 1 target
$520K–$1M+
Josh reviews 10–20 letters/hr at $150–300 each, 5 hrs/week. Requires no caregivers, no Colorado license.
Target MRR at steady state
$40K/mo
LMN + companion care subscription + founding member revenue. ICA Group's 26 existing co-ops validate the unit economics.
Companion care — 10 Boulder families
$48K–$144K
$400–$1,200/mo per family. W-2 caregivers recruited by Kyle's staffing model.
Founding investor pool
$200,000
20 investors × $10K = attorney opinion + Class B license + 3 caregiver hires.
Valuation — 50 families + 1,000 LMNs/mo
$5M pre-money
0.5% = $25,000 at this milestone. $15–25M projected at 200 families + health system contract.
CMS ACCESS start date
July 5, 2026
ACCESS Cohort 1 begins. Provisional approval in hand: ACCESS00590. Federal shared-savings floor from Day 1.

The $200K from founding investors does not make us a well-funded startup. It makes us a real company with a real license, real caregivers, and a real track record before we approach institutional capital or a BCH partnership. That sequencing is intentional.

LCA structure

How the cooperative equity actually works.

co-op.care Technologies LLC is organized as a Colorado Limited Cooperative Association (LCA) under CRS Title 7, Article 58. This is not a standard LLC or a startup with a standard cap table. The LCA form is what makes worker ownership legally binding — and it has specific terms every investor should understand.

Investor Member Units
What founding investors receive
Investor Member Units are granted for capital contributions. They carry economic rights — proportional distributions and a share of any exit proceeds — subject to Colorado LCA statute. Annual dividends are limited to 15% of the unit face value per year by law, not by negotiation. Units are non-public and transferable only with Board approval.
  • 0.5% per founding investor (20 spots maximum)
  • 10% total reserved for founding investor pool
  • Co-founders hold remaining investor units, subject to vesting below
  • First right of refusal on Series A at same price and terms
  • Founding advisory council seat — quarterly video + annual Boulder gathering
  • Dilute proportionally as patron units are issued to caregivers
Patron Member Units
How caregivers earn ownership
Patron Member Units are earned by caregiver-members through service hours. Caregivers don't buy in — they work in. As patron units are issued, the total ownership base expands, and all investor members (co-founders and founding investors) dilute proportionally. This dilution is by design: it is the mechanism that makes the turnover thesis real and the cooperative model credible to health systems and regulators.
  • Earned through caregiver service hours (formula finalized with counsel)
  • One member, one vote in cooperative governance — patron and investor members equal
  • No fixed cap on patron unit issuance — the cooperative grows as caregivers join
  • Patron units have economic rights equal to investor units on a per-unit basis
Co-Founder Vesting
4-year schedule — all four co-founders
All four co-founders vest on an identical schedule to align long-term incentives. There are no founder carve-outs or special classes among the co-founder team.
  • 1-year cliff: 25% of units vest at Month 12 from agreement execution
  • Monthly vesting: Remaining 75% vests monthly over Months 13–48
  • Full vest: 48 months from execution date
  • 100% acceleration: on acquisition, co-founder death or disability, or termination without Cause
  • Unvested units return to the cooperative on departure for cause
Governance
Democratic by statute, not just by intent
Colorado LCA statute (CRS Title 7, Art. 58) requires democratic governance across all member classes. This is not a governance provision that can be amended away by a majority investor — it is the legal form itself.
  • One member, one vote on major cooperative decisions
  • Major decisions — entity restructuring, acquisition, new investor classes — require member vote
  • Founding advisory council: substantive input on product, partnerships, and cooperative governance
  • Founding Investor Agreement governs ROFR, transfer restrictions, and advisory rights in writing
  • Equity terms require attorney review before execution — described here as intent, not final documentation
The cooperative difference on dilution

In a traditional startup, dilution is a zero-sum negotiation. In a cooperative, patron unit issuance to caregivers is a design feature: it is the mechanism that makes the turnover thesis real. When caregivers have genuine ownership, they stay. When they stay, families get continuity. When families get continuity, the business has 90-day, 180-day, and 12-month retention statistics no traditional agency can show a health system. The dilution is the moat. All investor members — co-founders and founding investors — accept this structure equally. There is no investor class that is protected from cooperative dilution, including the co-founders.

Honest risk assessment

What could go wrong. Our thinking on each.

Investors who respect honesty more than pitch polish are the ones we want. Here is a direct account of the risks we've identified and how we're thinking about them.

Known risks — as of May 2026
  • HSA/FSA eligibility via LMN is a legal gray area. We are pursuing a formal healthcare attorney opinion before scaling LMN revenue. Truemed raised $34M (a16z) validating the same market thesis — but the legal framework is still developing. We will not represent LMN savings as guaranteed until we have a written opinion in hand.
  • Physician license scope under confirmation. Josh Emdur DO is verified in Colorado, California, Virginia, and Louisiana. Additional states are under confirmation by Josh. We are limiting LMN delivery to verified states until the complete picture is confirmed.
  • Caregiver recruitment is operationally hard — and we have built the team to address it. Kyle Rhodes joined as COO specifically because he has solved this problem at scale. Focus Staff is a top-63 SIA healthcare staffing firm. Kyle's credentialing infrastructure reduces this risk materially. Without Kyle, this would be the highest-risk item on the list. With Kyle, it is the most credibly de-risked.
  • Cooperative governance adds real overhead. Democratic governance requirements in the Colorado LCA form slow certain decisions compared to a standard LLC. This is a feature of the model, not a bug — but it is real friction, especially in Year 1 before governance processes mature.
  • Service margins are thin without the full revenue stack. At $25–28/hr caregiver wages plus W-2 overhead, companion care gross margin is approximately $3/hr. The business requires LMN revenue, membership subscriptions, and CMS shared savings to generate real returns — companion care alone does not justify the capital structure.
  • BCH partnership is in early conversation, not under contract. Our go-to-market references Boulder Community Health. We have warm relationships and a credible referral proposition, but no signed agreement. LMN revenue is the independent track that makes BCH timing non-critical to reaching first revenue.
  • Co-founder bandwidth. All four co-founders have existing commitments. The LMN track was specifically designed to generate revenue before full-time operations hires are required. Kyle's consulting fee ($2,500–5,000/mo) is triggered at $10K/mo LMN revenue — a realistic early gate, not a stretch target.

Timeline

What has happened and what comes next.

Express Interest

Ready to talk. No commitment required to start the conversation.

Submitting your interest is not a commitment to invest. Blaine will reach out personally to complete accredited investor verification and walk through the full financial model before any funds are accepted.

Interest received
Blaine will be in touch within 48 hours.
You'll receive an email from blaine@co-op.care with a link to the full investor data room, financial model, and a calendar link to schedule a call. We'll complete accredited investor verification before discussing any investment terms.
The co-op.care founding team — May 2026 Blaine Warkentine, MD — CEO & Architect
Josh Emdur, DO — CMO & Clinical Authority (CO / CA / VA / LA + additional states under confirmation)
Kyle Rhodes — COO & Workforce Engine (Focus Staff, SIA top-63)
Jess Dion — CCO & Community Operations (First Conductor)
co-op.care Technologies LLC — Boulder, Colorado

Legal notice: This is not a registered securities offering. co-op.care LCA equity interests may only be offered to accredited investors under Regulation D exemptions (17 C.F.R. §230.506). Submitting your interest through this page does not constitute an offer to sell or a solicitation of an offer to buy any security, and does not create any obligation on either party. No money or consideration is being solicited or accepted at this stage. All equity terms, vesting schedules, LCA membership rights, and LMN revenue projections described on this page are subject to attorney review and formal documentation — they represent current intent, not executed agreements. Blaine Warkentine will contact you personally to complete accredited investor verification in accordance with SEC Rule 506(b). co-op.care Technologies LLC has not registered this offering with the SEC or any state securities authority. Patron member unit issuance to caregivers will dilute all investor members proportionally — this is a design feature of the cooperative structure and is disclosed here in full. Investing in early-stage companies involves substantial risk, including the risk of total loss of investment.