Nodesian — Pre-Seed Alignment & Trial Run Summary

Date: Jan 5, 2026
Participants: Luis Cisneros, Spencer Wozniak

1. What Spencer Is Looking For (Pre-Seed)

Equity

• Target: 20% equity
  • Soft commitment to 20% until Jan 15
  • Open to renegotiation if circumstances materially change

Monthly Support (Living Expenses)

• $3,000 / month
  • Plus any grants or hackathon winnings
  • First month paid up-front
    • If paid up-front → Spencer starts full-time immediately
    • If not paid up-front → start date delayed or scope reduced (not full-time)
  • Renegotiation window: 60–90 days

Post-Funding Salary Expectation

• $125,000 – $150,000 base salary after funding

2. Trial Run / Immediate Execution Plan

Revenue & Validation Search

• Luis is actively pursuing ~400 leads
• Goal: identify 3 parallel opportunities across 3 different sectors
  • Hackathon
    • Now feasible due to having a clinical lead
    • Mid-size hackathons: ~$15k
    • Large hackathons: ~$100k–$150k
  • Client
  • Grant
• Any winnings or revenue to be split based on contribution

Product Entry Point

• Browser extension identified as a strong initial product
• Plan to publish early to establish utility and momentum

3. CTO / Team Performance Checkpoint (Critical)

10-Day Sprint (Now → Jan 15, 2026)

• David (CTO) must deliver:
  • Front-end
  • Dashboard
• Jan 15, 2026 = hard deadline
  • Failure to deliver constitutes a breach of contract
  • If unmet:
    • Willingness from Luis to restructure the team
    • Potential to offer Spencer 20% equity
    • David may transition to advisory role with reduced equity

Team Capabilities (As Discussed)

• JT
  • Can build Neo4j
  • Target equity ~10%
• David
  • Can bridge API ↔ front-end
  • Has corporate/PE experience, but execution concerns remain
• Spencer
  • Can cover:
    • Front-end deployment
    • Testing
    • Research components (e.g., Jaccard analysis)
    • Browser extension
    • Publishing
  • Can effectively cover end-to-end technical gaps

4. Cap Table & Equity Context

• Current CTO equity (~35%) is viewed by others (Rincon, Wixon) as possibly too high
  • But, they think his knowledge may justify it
• David is not opposed to redistribution, but does not want to go below a certain threshold
• Luis is actively thinking about cap table reorganization
• Preference expressed to have doctors as advisors, not heavy operators

5. Legal / Structural Notes

• Company moving toward a Delaware entity (LLC / C-Corp discussed)
• Intent is to de-risk for VCs before deep engagement

6. VC & Market Context (Luis's Perspective)

• Current market pressure due to high interest rates
  • VCs demanding higher ARR and larger equity stakes
  • Example discussed: $750k for 20% + board seat (Glasswing)
• Strategic bet:
  • Interest rates will decline
  • This will unlock capital and favor companies with strong infrastructure
• Long-term vision:
  • 5-year roadmap to build a foundational, action-oriented data layer
  • Focus on agentic workflows, not just query-based AI

7. Near-Term Next Steps

• By Jan 15
  • David's deliverables evaluated
  • Final clarity on:
    • Spencer's equity (15% vs 20%)
    • Team restructuring if needed
• Next 10 days
  • Luis to pursue customers, grants, and hackathons
  • Follow-up conversations with David and JT
• By February
  • Target to begin working together in earnest
  • Luis traveling to Texas for client work; needs tangible deliverables

8. Key Open Questions / Decision Points

• Does David deliver by Jan 15?
• Is Spencer's equity finalized at 20%?
• Can monthly support be paid up-front to enable immediate full-time work?
• Which revenue path hits first: hackathon, client, or grant?

This is a trial-run phase with explicit checkpoints (Jan 15, 60–90 days) where equity, scope, and commitment will be adjusted based on actual delivery and revenue traction, not promises.