Nodesian Strategy & Equity Discussion — Meeting Summary (Revised for Accuracy)

Date: December 29, 2025
Participants: Luis Cisneros, Spencer Wozniak
Context: Pre-seed company evaluating technical direction, enterprise readiness, and Spencer's potential equity-based role.

I. Technical Vision

1. Core Architectural Thesis

• Nodesian is not positioning itself as a full EHR, nor as a traditional EHR integrator.
• Instead, Nodesian is building a Patient Knowledge Graph (PKG) as the authoritative source of truth, while delivering value to clinicians through extensions / co-pilots embedded in existing EHRs.
• Rationale:
  • Avoids regulatory, security, and certification burdens of being an EHR.
  • Avoids brittle, one-off integrations with thousands of EHR vendors.
  • Aligns with enterprise IT reality and VC feedback: integration at the interface, independence at the data layer.

2. Proprietary Knowledge Graph (PKG)

• The PKG is the core asset, implemented in Neo4j as a temporal, multi-layered graph.
• Represents:
  • Clinical events
  • Medications and their clinical intent
  • Financial transactions and coverage
  • Source documents with provenance
• Serves as a longitudinal, causally ordered record rather than a static chart.
• Key clarification:
  • Neo4j is the system of record for relationships and temporal structure.
  • ML models (e.g., MRFs, DAG-based inference) operate on the graph, but are not the graph itself.
• Central claim (unchanged but sharpened):
  Whoever controls the patient-level longitudinal graph controls the supply chain for downstream reasoning.

3. Strategic Partner Roles (Clear Separation of Concerns)

Input / Processing

• Arimedes Medical (Dr. Christopher Wixon):
  Clinical NLP / NER for extracting structured entities from notes and documents. Strong influence on avoiding EHR positioning.

• Actton Group:
  Risk stratification models operating on structured clinical features.

Output / Reasoning

• EvidenceMD:
  LLM-based clinical and financial reasoning layer, consuming context supplied by the PKG.

Financial Layer

• GoodBill:
  Billing transparency, cash receipt tracing, and cost optimization inputs linked back to clinical events.

Nodesian's role:

• Own the PKG and orchestrate partner tools against it.
• Maintain provenance, temporal causality, and cross-domain linkage (clinical ↔ financial).

4. Action Graphs (Key Differentiator)

• Current AI systems are largely linear: one prompt → one response.
• Nodesian is building toward action graphs:
  • When an answer is incomplete or uncertain, the system triggers a task.
  • Tasks may include eligibility checks, risk stratification, billing analysis, or document parsing.
• This enables:
  • Self-correcting workflows
  • Explicit next steps for clinicians
  • Transition from "answering" to "acting"
• Longer-term R&D (acknowledged, not required for MVP):
  • DAG-based causal reasoning
  • Markov Random Fields for probabilistic inference across the graph
  • Graph-based population analysis

5. Product Direction (Near-Term)

• Dashboard is explicitly not the product.
  • It exists only as a vision demo and pilot scaffold.
• MVP focus:
  • EHR extensions / integrations that surface PKG-powered reasoning inside existing workflows.
  • Core features demanded by buyers:
    • Cross-system querying (labs, coverage, billing)
    • Risk stratification
    • Cash payment and cost visibility
• Goal:
  • Enterprise installability
  • Clear path to network effects for VCs

6. Spencer's Technical Role

• Own the extension / integration layer, not the entire system.
• Translate PKG outputs and partner APIs into:
  • EHR-embedded workflows
  • Action-triggering interfaces
• This role directly unlocks:
  • Enterprise contracts
  • Network effects
  • VC re-engagement

II. Practical Business & Equity Considerations

1. Current Company Status

• Stage: Pre-seed.
• Annual revenue: ~$10k/year.
• Lost contract: $71k (conflict of interest).
• Existing traction:
  • 4 pilots / LOIs.
  • Paying small-practice users (dashboard-based).
  • Enterprise interest currently blocked by lack of integration.

2. Client & Pipeline Signals

• Texas: DPC clinic with ~$10k–$50k contract potential.
• Michigan: ~10-office group exploring AI query tools.
• Alaska: Grant-funded engagement.
• California: Polyclinics targeted next (large EHR environments).
• VC feedback (Glasswing):
  • Strong vision and tech depth.
  • Missing network effect → must be demonstrated via integrations.

3. Why Spencer Is Critical

• Buyers do not want new dashboards.
• They want:
  • Installable extensions
  • Minimal workflow disruption
  • Clinical + financial reasoning embedded where they already work
• Spencer's work directly:
  • Converts pilots into enterprise contracts
  • Makes the PKG visible and valuable
  • Creates the missing VC narrative

4. Compensation Reality (Near-Term)

• No guaranteed salary pre-funding.
• Luis can:
  • Cover tooling and infrastructure (AWS, Neo4j, Gemini, Health Universe).
  • Pay contract fees once partial client payments land.
  • Support basic living expenses.
• Interim structure discussed:
  • 10–15% of contracted revenue tied to Spencer-built features.
  • Royalty-style upside vs. one-off contracting.

5. Equity Structure (Current Cap Table)

• CTO: 35%
• Luis (CEO): ~50%
• Dr. Rincón (Investor): 10%
• JT (Early): 5%

Key clarification:

• CTO equity is acknowledged internally as historical/political rather than proportional to current technical contribution.
• Cap table is not treated as immutable.
• Spencer was explicitly invited to:
  • Propose his percentage.
  • Help restructure if necessary.

6. Equity Options for Spencer

• Initial suggestion: 10%.
• Stock classes:
  • Class A: Economic upside.
  • Class B: Enhanced voting power.
• Strategic tradeoff:
  • Influence vs. dilution protection vs. upside.

7. Timeline Commitments

• Next 2 weeks:
  • Spencer sends cost-of-operations quote.
  • Proposes equity / royalty structure.
• By Feb 15:
  • 2–3 enterprise leads ready.
  • Integration MVP development begins.
• Feb–March:
  • Re-engage VCs with enterprise + network-effect story.

III. Key Decision Factors for Spencer

In favor of a higher equity ask:

• PKG value is unlocked only through integration.
• Revenue is currently low → equity is inexpensive now.
• Integration layer is the bottleneck.
• Spencer's contribution will directly affect fundability.

Risks to price in:

• Pre-seed volatility.
• Delayed cash flow.
• Execution risk on sales (mitigated by Luis retaining sales focus).

IV. Immediate Next Steps

• Spencer
  • Define integration scope.
  • Quote ops + labor.
  • Propose equity / royalty structure.
• Luis
  • Close near-term clients.
  • Prepare enterprise introductions (TX, CA).
  • Share technical papers on agentic and graph-based systems.

V. Companies, Businesses, and Tools to Look Into

This list captures explicitly named companies and critical platforms referenced in the meeting and clarified by the company's stated vision.

A. Current Strategic Partners

• Arimedes Medical: Clinical NLP / NER provider. Key influence in steering Nodesian away from being positioned as a full EHR and toward an extension / co-pilot model.
• Actton Group: Provides risk stratification models. One of the core enterprise features requested by clinics.
• EvidenceMD: LLM-based clinical and financial reasoning engine (similar to Open Evidence). Primary output layer for structured queries.
• GoodBill: Billing and cost-transparency platform. Enables cash receipt tracing and financial reasoning, which clinics value alongside clinical insight.

B. Infrastructure & Platform Dependencies

• Neo4j: Graph database used for the Proprietary Knowledge Graph (PKG). Credits already secured; core to Nodesian's moat.
• AWS: Primary cloud infrastructure (preferred over Azure). Credits expected; aligns with current technical roadmap.
• Health Universe: Healthcare integration platform that may be needed for EHR connectivity and faster enterprise integrations.

C. Reference & Comparable Products

• ContrastAI: Lightweight UI wrapper on top of EHRs (~$300/month). Validates demand for extensions rather than full dashboards.
• Open Evidence: Mentioned as a large incumbent comparison point for EvidenceMD-style reasoning tools.
• HINT Health: Referenced as an example of PBM / billing API integration relevant to financial workflows.

D. Customers, Pilots, and Early Adopters

• Plum Health DPC: Provided clear feedback that DPCs want integrations/extensions, not standalone dashboards.
• Texas DPC Clinics (Dr. Goyle): Active interest with potential contracts ranging from ~$10k–$50k+. Near-term revenue validation.
• Michigan Multi-Office Clinics: Exploring AI-based clinical and financial querying across ~10 offices.
• California Polyclinics: Target segment for enterprise rollout; heavy EHR usage makes integration quality critical.

E. Venture, Validation, and Media

• Glasswing Ventures: Gave soft interest but flagged lack of network effect—explicitly tied to need for integrations.
• Horetto Health Podcast: Distribution and thought-leadership channel for reaching providers.
• Hackathons: Mayo Clinic Hackathons, American Heart Association (AHA) Hackathons, University of Illinois Chicago (UIC) Hackathons

Why This Matters

• Nodesian's technical moat is the PKG, not the UI.
• Nodesian's commercial bottleneck is integration, not modeling.
• Equity discussions should reflect ownership of the layer that turns the PKG into revenue.

For which of you, intending to build a tower, does not first sit down and count the cost, whether he has enough to complete it? — Luke 14:28

This meeting clarified both the tower (a patient-centric knowledge graph surfaced through integrations) and the cost (equity, time, and risk).