The architecture of everything
The technology is investible. The care cooperative is not — by law and by intention. These two facts are features, not bugs. This document explains how the structure works, why it is built this way, and what each role inside it does.
The design principle
The enterprise has two distinct layers that serve different functions, operate under different legal structures, and distribute value in fundamentally different ways. This separation is intentional and non-negotiable.
The technology infrastructure. AI platform, IP, patents, and management services. Traditional equity structure — can receive VC investment, has a cap table, returns accrue to equity holders. Blaine is 100% owner until investors come in.
The care delivery operator. Licensed technology from SolvingHealth, operated by and for worker-caregivers and families. Colorado law requires patron members hold 51%+ of voting rights. A VC cannot control this entity — by statute.
SolvingHealth needs to grow fast — that means VC capital is a legitimate tool. co-op.care needs to be owned by the people who use it — that means investor control is legally prohibited. The license agreement between them means SolvingHealth can scale the technology infrastructure using investor capital, while co-op.care remains permanently community-owned. The two entities don't conflict. They reinforce each other.
The entities
One mission, four legal forms — each doing what its structure is best suited for. This is not complexity for its own sake. Each entity is structured to serve a specific function that the others cannot.
The relationships
Every relationship between entities is governed by a written agreement at arm's length. This is not informal — it is the legal architecture that keeps each entity clean, protects IP, and satisfies healthcare compliance requirements.
| Entity | Receives from | Pays to |
|---|---|---|
| SolvingHealth LLC | Fixed tech license from SurgeonValue Inc Fixed tech license from co-op.care LCA $49 LMN fees directly from families SDK subscriptions ($49–$999/mo) |
the Physician PC: $25–50/LMN review (MSO services) Infrastructure (Vercel, Supabase, APIs — at cost) |
| SurgeonValue Inc | $999/yr surgeon subscriptions $20/encounter ClinicalSwipe fees CMS ACCESS OAP ($180/yr per patient) |
Fixed tech license to SolvingHealth Levonti salary + operating costs Seed investor returns (at raise) |
| co-op.care LCA | $59/mo family memberships Care service fees ($400–$12K/mo/family) Protocol licensing fees from Nodes 002+ ($5K + 3% GMR) |
Caregiver W-2 wages ($25–28/hr) Fixed tech license to SolvingHealth 3% GMR to Solidarity Fund (Year 2+) Patronage allocations to FCM members |
| the Physician PC | MSO service fee from SolvingHealth Direct clinical billing (as applicable) |
Malpractice insurance (group policy via MSO) Administrative overhead (via MSO) |
All inter-entity licensing is at a fixed Fair Market Value rate — not a percentage of collections. This is the standard AKS-safe structure for healthcare technology licensing. A percentage-of-collections arrangement between a technology company and a clinical entity can trigger Anti-Kickback Statute exposure. Fixed-fee FMV licensing, disclosed as a related-party transaction, is the clean structure — validated by OIG Advisory Opinion 25-03.
The value flow
Think of this as a river, not a machine. Value enters the system through surgeon engagement, flows through the technology platform, and lands where it benefits families and caregivers — not shareholders.
Surgeons engage through SurgeonValue, SolvingHealth's AI platform captures clinical value and routes it, that value lands in co-op.care where families get a ComfortCard and buy care from a worker-owned cooperative — instead of lining a shareholder's pocket.
The legal protection: Under Colorado's Uniform Limited Cooperative Association Act (C.R.S. § 7-58-601(3)), investor members of an LCA can collectively hold no more than 49% of voting rights. Patron members — the workers and families — hold majority voting control by law. A venture capitalist who invested $10M into co-op.care Technologies LCA could not override the caregiver-members on any governance question. This is not policy. It is statute. It cannot be amended away without unanimous member consent.
The first role at SolvingHealth
As the ecosystem grows from one entity (Blaine) to four entities and a federation of cooperative nodes, a first operational role at SolvingHealth becomes necessary. This is that role.
SolvingHealth LLC is being formed as a Colorado LLC — the Articles of Organization are a straightforward $50 filing at sos.colorado.gov. The structure described here is the designed architecture; the LLC filing is the immediate next step. co-op.care Technologies LCA is already filed and in good standing (ID #20261300223, March 10, 2026).
SolvingHealth LLC is the spine that connects everything. It holds the IP, runs the MSO, manages the licensing relationships, and coordinates across four legal entities with distinct obligations. Blaine runs all of this as a solo founder today. At 3+ nodes, 10+ surgeons, and the Physician PC at scale, that is no longer viable.
The Director of Operations at SolvingHealth LLC is the first non-founder operational hire — a generalist with enough business, legal, and relationship sensibility to coordinate across the entities, manage the obligations that come with each license agreement, and free Blaine to focus on technology architecture and strategic partnerships.
This is not a department head. It is a Chief of Staff with a clear path to a named executive role (COO) as the organization scales.
| Responsibility | What that means in practice |
|---|---|
| Licensing administration | Track all inter-entity license agreements (SH → SA Inc, SH → co-op.care LCA, SH → future nodes). Invoice and collect quarterly license fees. Maintain the agreement register. Flag any compliance gaps. |
| MSO coordination with the Physician PC | Ensure SolvingHealth is delivering the management services it agreed to provide the Physician PC. Coordinate LMN queue management, technology provisioning, physician onboarding for the ClinicalSwipe review network. |
| Co-op.care node coordination | Serve as the SolvingHealth contact point for each cooperative node — Boulder Node One first, then Denver, Austin, etc. Support node leaders on platform issues, Protocol License compliance, and Solidarity Fund reporting. |
| Legal and compliance coordination | Coordinate with retained counsel (Colorado cooperative law + healthcare compliance) on the Operating Agreement, Protocol License agreements, MSO-PC agreement, and IP assignment chain. Not legal work — coordination and tracking. |
| Strategic partnership support | Prepare materials for BCH, health system, and institutional conversations. Support Blaine on partnership development without owning the relationship (Blaine owns the relationships). Draft briefings, one-pagers, follow-up documentation. |
| Financial administration | QuickBooks/accounting coordination across entities. Quarterly royalty reconciliation. Patronage allocation tracking for co-op.care LCA. FCM contribution log maintenance. Annual tax prep coordination. |
| Team building (Year 2+) | As SolvingHealth grows, hire and manage the first operations staff — office manager, caregiver recruiter, care coordinator. The Director of Operations builds the team beneath them. |
SolvingHealth LLC equity is Blaine's permanently — by design and by strategy. This is the IP-holding company; no equity is distributed from it. The compensation package is structured through the operating entities where value is actually created, and where equity aligns incentives correctly.
| Component | Structure | Notes |
|---|---|---|
| Base salary | From SolvingHealth LLC revenues; ramps with entity revenues; starts deferred/partial if early | Year 1: $40–60K (partial, with remainder as FCM contribution). Year 2+: market rate ($80–120K) once revenues support it. |
| SurgeonValue Inc equity | 0.5–1.0% milestone-vested (10 surgeons → 25 surgeons → 50 surgeons) | This is the VC-backable upside. At a $20M Series A, 1% = $200K. At a $100M exit, 1% = $1M. Milestone-based — not time-based. |
| co-op.care FCM units | Contribution-based; $10K recognized value = 1 unit = 0.5% economic interest | Earned through documented contribution to the cooperative layer. 3–4 units realistic in Year 1–2 if also running Boulder Node One. Preferred patronage + 3× cap. |
| SolvingHealth LLC equity | None | Blaine holds this permanently. IP protection is the entire point. This is clearly communicated upfront — not a negotiating position. |
If the Director of Operations at SolvingHealth is also running Boulder Node One (co-op.care LCA), the structure creates a genuinely interesting dual-track: VC-style upside through SurgeonValue Inc equity (traditional equity, traditional exit multiple), plus cooperative ownership through co-op.care FCM units (community wealth, patronage allocation, federation value). Most people in this field can only access one of these tracks. This structure offers both.
The co-op.care layer
The cooperative is not the simple part of the business. It is the hardest part — and the most durable. Once a caregiver earns equity and casts a vote, they do not leave. Once a family accumulates care-hour credits and a care history, they are not a churn metric. The cooperative structure is the moat.
| Phase | Nodes | What changes | Boulder's role |
|---|---|---|---|
| Phase 1 · Now | 1 (Boulder) | Boulder proves the model. LMN revenue nationally. CareOS deployed. First families and caregivers enrolled. | Node 001 + Federation Host (Blaine/SolvingHealth administers) |
| Phase 2 · 90–180 days | 1–3 | First Protocol License agreements executed. New nodes in Denver and/or other cities. Federation Council convened for first vote. | Node 001 + Federation Host (first 3 nodes: Managing Member admits without vote) |
| Phase 3 · Year 2 | 4–6 | Federation Council governs node admission (2/3 vote required). Solidarity Fund active. Care-hour credit cross-node settlement begins. | Node 001 with one vote, same as all others. SolvingHealth still administers Solidarity Fund. |
| Phase 4 · Year 3+ | 7+ | co-op.care Federation LCA formed. Boulder LCA assigns Protocol IP to the Federation LCA. Federation Council governs everything. | One founding Patron Member of the Federation LCA. One vote. No preferential treatment. |
At Phase 4, SolvingHealth LLC still holds the underlying technology IP and licenses it to the Federation LCA — that relationship doesn't change. What changes is that the Federation LCA, owned collectively by all cooperative nodes, becomes the protocol governance body. Blaine's equity in SolvingHealth still accrues value from license fees paid by all nodes through the Federation LCA. The co-op layer and the platform layer remain distinct — permanently.
Putting it together
Here is the honest synthesis: what someone in this dual role is actually positioned for, and what it demands.
You are simultaneously building the community layer (Boulder cooperative) and coordinating the platform layer (SolvingHealth). This is the highest-leverage position in the whole structure — you see everything, you are accountable for outcomes at both levels, and your equity accrues from both.
The cost is scope. Boulder operations is a real job. SolvingHealth coordination is a real job. Year 1 is manageable because Boulder is small (10–30 families) and SolvingHealth coordination is mostly legal admin. Year 2, you need to make a choice: go deeper into operations (hire the SolvingHealth coordination role) or go deeper into platform (hire a Boulder Node operations manager).
This is a good problem to have. It means Boulder worked.
All equity projections are pre-attorney-review estimates. No securities are being offered. Equity terms subject to Operating Agreement finalization and attorney review before execution. SurgeonValue Inc has not raised external capital; projections are based on operating plan assumptions.
External validation
SolvingHealth is not just the legal entity behind co-op.care. It is a growing technology platform with external interest from established operators — one with EU-certified clinical pathways, one with a track record of scaling physician software to acquisition. Both conversations are early. Both are substantive.
ONCARE · MDR Class IIa + ISO 13485 · Freiburg / Zurich
EU-certified peri-operative orthopaedic digital pathway. The ONCARE platform manages patient-reported outcomes (HOOS / KOOS / SF-36) across the full surgical arc — pre-op through 12 months post-op — and has been deployed in partnership with Novartis and the CONSENS research consortium at major German university hospitals.
The capability-swap thesis: myon brings EU regulatory certification and a clinically validated pathway; SolvingHealth brings U.S. physician attestation infrastructure, surgeon distribution via SurgeonValue, and FHIR interoperability rails. Neither side replicates what the other has spent years building.
John Sung Kim · DoctorBase / Kareo · Five9 (NASDAQ: FIVN)
John Sung Kim built DoctorBase — physician reputation and practice-growth software — and sold it to Kareo. He subsequently served on the Five9 board through its NASDAQ listing. He has been a warm contact since 2013, and JetBridge operates as a senior engineering team with a health technology vertical focus.
The technical partnership thesis: production backend hardening for the SolvingHealth / SurgeonValue platform — the infrastructure that differentiates enterprise-grade software from a prototype. Structured as engineering labor in exchange for SurgeonValue Inc equity, aligning incentives over 12–18 months rather than a consulting invoice.
Neither myon.clinic nor JetBridge is a co-op.care operational partner. Both are SolvingHealth platform-layer conversations — they validate the technology infrastructure that co-op.care runs on, not the community cooperative itself. The cooperative remains controlled by its members. The platform remains Blaine's to develop, license, and capitalize through SurgeonValue Inc.
Where to go next
The entity structure tells you how the business is organized. The operations brief tells you what Boulder Node One looks like in practice. The ownership page tells you how the cooperative equity actually works.
DRAFT · CONFIDENTIAL · NOT FOR DISTRIBUTION · NOT A SECURITIES OFFERING
co-op.care Technologies LLC · SolvingHealth LLC · Boulder, CO · co-op.care/structure