Legal team briefing · counsel coordination

Better Athlete — Legal Team Master Briefing V1.0

Prepared by: Tomas Anthony (Founder & CEO) Date: 2026-07-14 Audience: Jonathan Savar · Nathan Gallus · Courtney Thornton

This is a single briefing document for Better Athlete's three-counsel legal team. It gives each of you the whole picture of the company, delineates individual roles, names the specific cross-counsel workflows where two or three of you will need to coordinate, and closes with a per-counsel action digest so each of you can see your docket. Companion docs — the V2.0 structure plan and the V3.0 founder-strategy brief — remain in _HANDOFF/ for deeper reference; this V1.0 is the shared canonical briefing for the team.

00How to use this brief

Audience. This document is written for three attorneys reading it in parallel:

• SAVAR Jonathan Savar — acting counsel for corporate, capital, franchise, Foundation, and partnership instruments.
• GALLUS Nathan J. Gallus — patent counsel for the omnibus provisional and downstream patent prosecution.
• THORNTON Courtney Thornton — trademark and DMCA counsel; long-standing IP counsel of record.

Purpose. One shared context so no counsel is operating in the dark on the other two's workstreams. Sections 03–15 present the company; sections 16–17 present the coordination overlay.

Coordination principles.

1. One founder, three counsel. Tomas is the client. All three of you are engaged directly. Fees and scopes are separate; the workstreams are coupled.
2. Route by scope, not by history. If the work is entity, capital, franchise, Foundation, or partnership: it's Savar's. Patent (provisional through prosecution): Gallus. TM (prosecution + assignment execution) + DMCA: Thornton. Cross-counsel handoffs are named explicitly in §16 below.
3. C-Corp formation is the pacing item. QSBS §1202's five-year clock starts at C-Corp stock issuance. Every downstream instrument (IP assignment, provisional filing routing, TM assignment, Meredith equity, SAFE) is sequenced against that formation date.
4. Client-privileged coordination. Communications between Tomas and any of you are privileged. Cross-counsel communications are common-interest privileged provided all three are working on the same matter for the same client. Founder is comfortable with any of you copying the others when helpful; ask before copying if unsure.
5. AI-assisted work. All three engagements permit AI-assisted drafting under professional-quality standards. Tomas builds with AI internally; if any counsel wants to signal AI use in a specific deliverable, that's welcome.

01The legal team

02Counsel coordination matrix

Legend: P = primary owner · S = support / concurrent / advises · – = not involved.

Workstream	Savar	Gallus	Thornton	Notes
Delaware C-Corp incorporation + bylaws + first written consent	P	–	–	QSBS clock starts here
Founder common stock issuance (10M @ $0.0001)	P	–	–	§83(b) if any vesting
Founder IP-assignment agreement (all pre-formation IP into C-Corp)	P	S	S	Gallus + Thornton confirm scope of "prior invention" schedule
Omnibus provisional patent application — drafting + filing	S	P	–	Filed personally then assigned to C-Corp
Provisional-to-non-provisional conversion (12-month clock)	S	P	–	Foreign filings TBD by Gallus
Trademark assignment (5 marks: Tomas → C-Corp)	S	–	P	Savar coordinates timing with formation
Everyday Athlete trademark renewal (Aug 1 deadline)	–	–	P	File personally; assign to C-Corp after formation
Copyright batch registration (source, docs, assets)	P	S	S	Coordinated with founder IP-assignment
DMCA agent registration (DMCA-1074271) — maintenance	–	–	P	Existing registration; update on C-Corp formation
SAFE angel-round template + first closings	P	–	–	YC post-money SAFE; valuation cap TBD by Savar
Series A priced-round documents (mid-2028)	P	–	–	SAFEs convert here
Meredith Speck Founding Athlete Partner instrument	P	–	–	Restricted common with milestone vesting
Advisor agreements (Allison, Frank, others)	P	–	–	Standard advisor equity + confidentiality
DTSA "reasonable measures" NDA template	P	S	S	§1833(b) notice required
VueMotion API + data-rights commercial + data agreement	P	S	–	Data-flow interacts with trade-secret perimeter
Franchise agreement + FDD state-by-state registration	P	S	S	Two-tier confidentiality; TM sub-license to franchisees
Seen. Strong. Foundation 501(c)(3) formation Q4-2026	P	–	–	Or referred nonprofit counsel
NY LLC dispositions (RHPL LLC · BA App LLC · EA Ops LLC)	P	–	–	Halt in-process; decide RHPL fate
ToS §6 revision (derived outputs, license terms)	P	S	S	Coordinated with IP-assignment scope

03Company snapshot & positioning

Public positioning (canonical, 2026-07-14):

Better Athlete is training intelligence for youth sports. The coach sees effort. The parent sees mood. The trainer sees the body. Better Athlete composes those fragments — movement, biometrics, load, and feel — into one clinically standardized daily readiness call, so the right call is clear long before anything breaks. Over time, that record becomes the athlete's transcript.

Revenue model — internal, do not use in public materials:

Revenue stacks six connected flywheels — family subscriptions ($49–149/mo), parent-funded school and club assessment programs, facility combines and events, per-lead gym referrals, provider-network memberships, and a $75K franchise that licenses the full operating stack. BA runs no facilities; franchisees do — HQ operates as tenant #1 on the exact stack it licenses, and every operator makes the intelligence corpus smarter.

Stage. BASIS Independent school pilot confirmed 2026-05-22, going live August 2026. Meredith Speck (NWSL/NC Courage) in Founding Athlete Partner conversation. July–August is the runway before pilot data collection begins. C-Corp formation is the top-priority workstream this quarter.

04IP portfolio (with cross-counsel flows)

Four-layer classification. Every layer assigns into the Delaware C-Corp at formation. Two counsel touch this table concurrently — Gallus on the patent row, Thornton on the trademark row, Savar on the assignment mechanic for all four.

Layer	Contents	Instrument path	Owner
Trade secret	LESRI formula (thresholds, floor, σ-scale, exponent); 8-multiplier stack; 1,800 AU/wk anchor; contraindication substitution mapping; source code (SaaS-isolated); aggregate anonymized dataset.	DTSA "reasonable measures": NDAs with §1833(b) whistleblower notice · MFA + audit logs · branch protection · bulk-export alerting. Contributed to C-Corp via founder IP-assignment.	SAVAR P
Patent — omnibus provisional in drafting	Dual-State Protocol (10 claims drafted). Candidates for same omnibus filing: LESRI composition + multiplier stack · Fibonacci-as-state-machine · Master Library selection workflow. Final claim set at Nathan's discretion.	Nathan drafts + files personally as Tomas; assigns to C-Corp at incorporation via Savar's IP-assignment agreement. Post-Recentive (Fed Cir 2025) analysis: method-of-training patents remain §101-eligible; ML/math applied to a business domain likely is not.	GALLUS P · SAVAR S
Copyright	Source code · SharedPicture assets · documentation.	Batch register with US Copyright Office. Assigned to C-Corp at formation.	SAVAR P
Trademark (5 registered)	Better Athlete · Seen. Strong. · Everyday Athlete · plus two others.	Assign from Tomas to C-Corp at formation via TM assignment agreement. Everyday Athlete Aug 1 renewal — file personally, assign post-formation. DMCA agent (DMCA-1074271) already registered.	THORNTON P · SAVAR S

ToS §6 revision (Savar-owned, coordinated with all three). Revised terms should read: user owns raw personal data; BA owns derivative outputs (LESRI scores, tiers, prescriptions); BA holds perpetual license on anonymized aggregate for methodology + research; reverse engineering + scraping prohibited.

Master Library canon (Physiopedia integration, 2026-07-12). 2,076-exercise library, tagged along 7 primary axes — body_region · movement_pattern · movement_family · training_qualities · tier_lanes · difficulty · equipment. Every draft flagged pending_clinical_review=TRUE until Allison Gibbons PhD PT + Frank Ennis MD sign off. This is the corpus the prescription engine reads from and a key trade-secret asset.

05Corporate architecture

Locked with Savar 2026-07-14. Two entities replace the prior three-entity architecture.

1. Better Athlete, Inc. — Delaware C-Corporation. Operating entity + IP holder. Tomas 100% common at formation as sole founder; CEO + President + Sole Director. Standard 10M authorized shares at $0.0001 par. QSBS §1202-eligible. Founder IP-assignment agreement contributes all pre-formation IP at incorporation.
2. Seen. Strong. Foundation, Inc. — Delaware 501(c)(3) public charity, Q4-2026 formation. Runs the 100,000 Girls campaign. Independent board; Tomas may chair but not control per private-benefit doctrine. Contracts with the C-Corp at arm's-length for assessment services.

Existing NY LLCs. Red Hook Performance Lab LLC (formed, NY, EIN 41-5345361) — disposition pending Savar review. Better Athlete App LLC + EA Operations LLC — halt in-process filings.

06Technical architecture

Multi-tenant from day one. HQ runs as tenant #1 on the exact stack every franchisee will run on.

• Compute: Cloudflare Workers. Two engines shipped — LESRI (readiness scoring) and AUTO-RX1 (prescription generation).
• Data: Supabase, row-level security per tenant. 145 tables · 309 indexes. Passkey/WebAuthn auth.
• Frontend: Ten role-based apps (Athlete, Parent, Coach, Care, Clinical, Leadership, Comms, Operator, Franchisee, Marketing). Shared @ba/components library. Cloudflare Pages hosting; custom domains per app.
• Mobile: Four native iOS shells via Capacitor. Apple Developer team CC2E52QG22.
• SmartSuite: HQ editing UI for trade-secret content (master playbook, methodology KB). One-way nightly sync to Supabase.
• Hosting: Cloudflare Pages (10 apps + marketing). Netlify hosts marketing sub-brand sites.

Module map (a franchisee's operating stack)

15 modules total, each is a Worker route + Supabase schema + HTML shell that can deploy independently:

1. Ops Center / Playbook Engine — LIVE v1.0.0 (Phase 1 close 2026-06-04)
2. Assessment Engine (LESRI) — LIVE on Worker + Supabase
3. Rx Engine (AUTO-RX1) — LIVE on Worker
4. CRM (Athletes / Schools / Clubs) — SmartSuite today; Supabase port at franchise scale
5. Scheduling / Calendar — not yet built
6. Coach Console — not yet built
7. Athlete / Parent Portal — not yet built (10 role apps in flight)
8. Financials / Billing — SmartSuite + V16.6; Supabase port at scale
9. Marketing Engine — SmartSuite Marketing Ops
10. Sales Engine — SmartSuite CRM
11. Compliance / Risk — partial (Master Algorithm Design doc)
12. Reporting / KPI Dashboard — not yet built
13. Methodology Knowledge Base — LIVE v1.0.0 (78 docs · kb_principles + kb_tiers + kb_docs)
14. Branding / Tenant Config — LIVE v1.0.0 (tenants table + tenant config JSON)
15. Provisioning / Onboarding CLI — LIVE v0.1.0 (idempotent provision_tenant.py)

Foundation modules (1, 14, 15) plus Assessment (2) and Rx (3) engines are LIVE — HQ already runs as tenant #1 on the exact stack a franchisee will run on. Remaining modules migrate to Supabase at franchise scale (Year 2+); staying in SmartSuite until scale demands.

The 5-tier readiness canon

Push (Go · #16A34A · circle) · Hold (Steady · #FACC15 · hexagon) · Shift (Adjust · #F97316 · square) · Ease (Back off · #DC2626 · triangle) · Heal (Recover · #1E293B · diamond). Shape + color double-coded for accessibility.

07AI in methodology & business model

Where AI shows up in the engine

Composition (the daily readiness call). A proprietary model reads the crossings between four signals — Move, Load, Bio, Feel — not just the reads. Deterministic math against a curated corpus. Normalizes each signal 0–100 against the athlete's own baseline; resolves crossings into one tier with confidence + named driver.

Prescription (AUTO-RX1). Every tier + driver + phase combination selects from the 2,076-exercise Master Library tagged along 7 axes. Contraindications + dose ceilings respected.

Communication (four audiences, one truth). The same structured record renders in each stakeholder's language — athlete, coach, parent, clinician. Language-model inference; source is one addressable object per athlete per day.

Clinical safety loop. Every AI-generated protocol flagged pending_clinical_review until Allison + Frank sign off. Corpus is human-curated before it ships.

Continuous learning. Every completion, re-assessment, and clinician sign-off tightens the priors on the next athlete's read.

Where AI creates business leverage

• Near-zero marginal cost per athlete — generated protocol is compute, not labor.
• Franchise licenses the intelligence — the engine + corpus + record architecture are what the $75K + 20% licenses.
• Corpus compounding = the moat. Longitudinal youth-female movement data at consented scale is uncopyable.
• Phone-screen assessment is the low-friction top-of-funnel; the athlete's transcript compounds over years.

08Business model — six flywheels

Revenue stacks across six connected flywheels. Each engine is a revenue line AND a signal source — every completion feeds the shared corpus. See "Cross-engine synergy" below.

#	Engine	Pricing	Per-unit economics (Pro Forma V16.6)
1	Family subscriptions	$49 / $79 / $99 / $149 per month · weighted $78 blended	Tier mix: Aware 40% / Guided 30% / Coached 20% / Elite 10%. ~85% GM. DTC entry via phone-screen assessment (250/wk → 4,000/wk funnel, VueMotion-driven).
2	School + club programs	Parent-funded; institution loss-leader ($15/$25/athlete + $3K license); 25/45/60% opt-in Y1/Y2/Y3; cost-neutral to school by Y3	~$51K GP / 64% GM per school (100 athletes, 45% opt-in Y2, VALD shared across 3 schools). Y2 rev mix: Assessment 12.2% · Subs 54.1% · Rx 8.5% · Events 19.3% · Follow-up 2.7% · Summer 3.3%.
3	Facility combines + events	Combines 1/mo × 40 athletes × $300 net of 25% venue share · camps 4/yr × 30 × $495 · training-plan share	~$220K/facility-yr. ~40% event COGS (matures to 25%). Volunteer labor $800/day first cycle → $450/day lead-only after. Feeds Engine 1 + 6.
4	Per-lead gym referrals	Flat fee per pre-assessed, pre-prescribed walk-in	Conversion-only revenue. Gyms pay $0 subscription; only on walk-in. Ends churn via visible progress; standardizes floor.
5	Provider-network memberships	Continuum-OS $2K / $3K / $4K per month per system · patient-paid $99/mo continuum subs · PT-clinic $1K/mo + 5 activations/mo	PT-clinic network 1/mo M13 → 2/mo Y3. 10% card-handed on continuum (CONFIRM). 10% COGS. 5-mo cohort stack. Stark-clean structure.
6	Franchise fee + rev share	$75K one-time + 20% rev share on BA-referred clients only. Facility event delivery hands off to franchisees at M31: 20% royalty, 5% COGS.	Licenses the full operating stack. BA runs no facilities. HQ = tenant #1 on the exact stack franchisees run.

Cost of goods: per-athlete Rx generation is compute-only (near-zero marginal). Human cost is clinical review (batch, amortized) + trainer delivery (paid by franchisee). VALD lease $2,312/mo per 3 institutions.

Cross-engine synergy — why the six flywheels compound

The six engines are not parallel revenue lines. They share one addressable record architecture and one AI engine. Every completion on any engine tightens the priors on the next athlete's read across all engines. Five feedback loops close what would otherwise be a DAG (per reference_self_reinforcing_framework):

• Loop A · completion → LESRI confidence adjustment (Nordic completed → MRS domain gets tighter σ)
• Loop B · tier stability → adaptive cadence (stable green extends 30→120 days; bouncing tightens 30→14)
• Loop C · cohort observation → threshold recalibration (quarterly per position × age × sex × sport)
• Loop D · individual response → personal anchor drift (weekly recompute, bounded ±10%/month)
• Loop E · assessment retest → baseline update (quarterly biometric battery → prescription intensity band shift)

Compounding thesis: LESRI formula is the month-1 moat (trade secret). The data corpus is the month-12+ moat. Cohort norms across position × age × sex require 500+ athletes × 12 months to build. Cannot be forged, cannot be shortcut. O(n × t), not O(n) — every operator deepens the moat for every other operator.

Foundation as CAC lever (not a 7th flywheel)

Seen. Strong. Foundation (Q4-2026) sits underneath the six flywheels, not alongside them. Philanthropic dollars (RWJF, Knight, Doris Duke, Women's Sports Foundation, NIH/NIBIB, corporate CSR, DAFs) underwrite the 100,000 Girls campaign — which (a) drops CAC across every family + school + club engine (assessments already funded when they enter the funnel), and (b) generates consented baseline youth-female corpus data at scale — the exact demographic that becomes the moat. Foundation contracts with the C-Corp arm's-length for assessment services.

Milestone-gated hire triggers (V16.6 lean staffing)

• Platform engineer · triggered at 500 screens/wk (Engine 1 + 3 capacity)
• CS-Enterprise #2 · triggered at 15 institutions (Engine 2 scale-out)
• Event Ops · triggered at facility #1 signed (Engine 3 delivery)
• Clinical Network Mgr · triggered at clinic #5 signed (Engine 5 scale)
• Franchise Dev Lead · triggered at anchor density (Engine 6 scale-out)

Slip milestone → slip hire. Headcount never precedes the revenue engine that unlocks it.

Concentration + watch items

HSS ~14% concentration — Hospital for Special Surgery, if it signs, would represent ~14% of Y3 revenue. Diligence watch item. Diversify enterprise base as Engine 2 scales.

Strategy document cross-reference

The six-flywheel model is grounded in and cross-refers to:

• _HANDOFF/2026-07-09-BA-Pro-Forma-V16.6-Lean-Milestone-Gated.xlsx — current master pro forma (Base: EBITDA −$338K / +$14K / +$2.81M · Y3 GM ~70% · recurring mix ~70%)
• _HANDOFF/2026-07-09-BA-Pro-Forma-V16.6-Review.html — HTML review edition
• _HANDOFF/2026-07-09-BA-Franchise-OS-V1.0-Spec.md — 8-module franchise operating system spec
• _HANDOFF/2026-07-09-BA-Unit-Census-By-Category-V1.0.md — Y3 unit targets
• _HANDOFF/2026-07-09-BA-North-Star-Operating-Plan-V1.0.md — 4 invariants + KPI tree + M0–M60
• _HANDOFF/2026-07-09-BA-Cadence-Engine-Playbook-V1.0.md — 4 closes/rep/qtr close-rate machine
• _HANDOFF/2026-07-09-BA-Investor-Lens-Founder-Liquidity-V1.0.md — $11M net via QSBS §1202
• _HANDOFF/2026-07-01-Self-Reinforcing-Framework-V0.html — 5 feedback loops · schema additions

Deeper competitor + strategic-partner analysis in _HANDOFF/2026-07-14-BA-Strategic-Landscape-V1.0.html.

09Partnerships in flight

Meredith Speck — Founding Athlete Partner

NWSL midfielder, NC Courage. 10 seasons, 3 championships. Yale alum. ACL recovery story. Equity ceiling 1.0–2.5% staged vesting tied to external milestones. Not operating cofounder. SAVAR Instrument: restricted C-Corp common with milestone-cliff vesting; §83(b) election on athlete's side.

Samir Goel — Foundation advisor → investor

Co-CEO Esusu Financial ($1.2B unicorn). Sequence: Foundation advisor seat first, Bay/Gotham warm intros T+30–60d, LAFC-style playbook T+90+, Founding Investor conversation T+180d (SAFE per V2.0 pivot). SAVAR Advisor agreement first; SAFE later.

VueMotion — Stage 1 API partnership

Smartphone-based AI movement intelligence (Ryan Talbot CEO, Austin TX). Stage 1 = export/API only. Named pilot "Seen. Strong. × VueMotion Youth Female Movement Intelligence Pilot." Data rights: VueMotion aggregated de-identified benchmark rights for youth female sport; BA owns relationship + program layer + applied risk/education workflow. SAVAR P · GALLUS S (data-flow touches trade-secret perimeter).

Allison Gibbons, PhD, PT + Frank Ennis, MD — clinical Tier 1

Signed off on the readiness model 2026-06-24. Clinical review for every Master Library draft. Candidates for peer-reviewable case series by Y2. SAVAR Advisor/consulting agreements needed.

BASIS Independent — first school pilot

Confirmed 2026-05-22. Live August 2026. First real-world data source for the corpus. SAVAR Pilot MSA / data-use agreement; DPA if applicable to student data.

Franchise agreement template

Not yet drafted. Structure: $75K one-time + 20% rev share on BA-referred only. Two-tier confidentiality (during-term + post-term perpetual for trade secrets). No source/multiplier/cross-tenant access to franchisees. SAVAR P · THORNTON S (TM sub-license terms) · GALLUS S (patent-license scope in franchise).

10Competitor analysis

The market has established players in each of the four input categories but no one integrates all four into a single daily call + prescription + communication + franchise-scalable stack. That gap is BA's category.

Player	What they do	Where BA wins
Hudl (Signal · WIMU · Titan · ADI · Statsbomb · Volleymetrics · Sportscode)	Elite-team performance data + video review + wearable performance tracking. 13+ products via acquisition — WIMU + Titan for GPS, Signal for cloud-based athlete monitoring, ADI for movement analysis.	Siloed products, elite-team price point, no prescription engine, no family/parent audience, no franchise. BA integrates all four inputs in one daily call at youth-athlete price points.
Catapult (Vector S7 · ClearSky · ThunderVR)	Nasdaq-listed. Elite wearable athlete tracking hardware + analytics. Pro teams globally — NFL, NBA, NHL, EPL, La Liga, NCAA D1.	Elite/pro pricing, no youth channel. Natural upstream layer partner at the college/pro end of BA's continuum — pipeline handoff opportunity rather than head-to-head competition.
VALD (ForceDecks · DynaMo · SmartSpeed · NordBord · HumanTrak)	Gold-standard force-plate + strength + isometric testing. Elite/clinical assessment hardware.	Assessment-only. No protocol, no communication, no cross-input integration. BA layers on top — VALD becomes an input source, not a competitor. Quote EDATBA26 $2,312/mo Y1 pilot units.
VueMotion	Smartphone-based AI movement intelligence. Australian-founded, US-expanding (Ryan Talbot CEO).	Partner track, not competitor. See §09 — Stage 1 API export in play. Named pilot to 100K athletes by 2027 WWC.
Sway Medical (Sway Balance)	Concussion + balance assessment via smartphone. Clinical-focused.	Single-input. Complementary — BA's concussion module (SCAT5 canon already shipped) can route out to Sway for specialized follow-up.
Bound	School athletics ops — ticketing, registration, scheduling, facilities. "20 solutions, 1 platform."	Ops/logistics, not readiness. Bound is the plumbing; BA is the intelligence above it. Complementary channel partner at ADs — different sale, layered offering more valuable than either alone.
Movella / Xsens	Motion capture hardware for biomechanics research.	Research-grade, not deployment-grade. Too expensive per unit. Optional input source for peer-reviewable case series (Allison + Frank Ennis + Kirk Campbell collaborations).
Whoop · Oura · Garmin	Bio-only wearables — HRV, sleep, resting HR. Consumer subscription.	Single-input. BA consumes Bio-signal via HealthKit (3,970 Apple Watch samples already pulled). Input source, not competitor.
Sparta Science · Kitman Labs	Enterprise team performance / injury-risk analytics. Pro clubs + colleges + national teams.	Enterprise-only pricing, no youth/family channel, no franchise model. BA's youth-first + parent-facing UX + $49–149/mo consumer tier does not exist in this category.

Positioning summary: BA is the only player integrating four-signal readiness + AI prescription + stakeholder communication + longitudinal transcript + franchise-scalable operating stack, targeting youth (12–18) + families as the primary buyer. No direct competitor spans all five surfaces. Deeper landscape in _HANDOFF/2026-07-14-BA-Strategic-Landscape-V1.0.html.

11Business plan & unit economics

Pilot & go-live timeline

• Q3-2026 (now): C-Corp formation. Omnibus provisional patent drafted + filed. Angel round on SAFE opens.
• Aug 2026: BASIS Independent pilot live.
• Q4-2026: Foundation formation prep. First franchisee LOI target.
• Y2 (2027): Baseline revenue ~$400K–$1M. Meredith activation. 100K Girls spin-up. Series A prep.
• Mid-2028: Series A $4–6M @ $20–30M pre.

Y3 unit census target (per Pro Forma V16.6)

10 schools · 49 clubs · 4 facilities · 4 systems · 36 PT clinics · 4,438 family subs · 4,000 screens/wk · 20 VALD sets · ~530 event-days/yr.

Y5 targets (N2 case per liquidity plan)

~70 clubs · 6–7 systems · 85 PT clinics · 10–12 territories · 9,000 subs · Revenue $20–35M · EBITDA 25–30% · Recurring mix >60%. Growth/PE event at 4–5× revenue → $100–160M EV.

Pro Forma V16.6 highlights

Raise $1.5M @ $6M pre-equivalent via SAFE tranches through seed close · Y2 breakeven · Y3 EBITDA +$2.81M (29%) · Y3 GM ~70% · recurring mix ~70% · Y2–Y3 milestone-gated lean hiring.

12Advisor roster (broader — not just legal)

Advisor	Role	Status
Jonathan Savar, Savar Law Firm PLLC	Acting counsel (see §01)	Engaged 2026-07-14
Nathan J. Gallus, Billion & Armitage	Patent counsel (see §01)	Engaged 2026-07-13
Courtney Thornton	TM + DMCA (see §01)	Active; Aug 1 renewal
Allison Gibbons, PhD, PT	Clinical Tier 1 signoff · Master Library pending-review queue	Confirmed 2026-06-24
Frank Ennis, MD	Sports medicine · clinical Tier 1 signoff · peer-review co-author path Y2 · advisor side-letter drafted 2026-06-13	In conversation → signing
Kirk Campbell, MD	Added to Clinical Advisory 2026-07-14 · specialty + affiliation TBC · advisor side-letter to be drafted by Savar	Added 2026-07-14
Meredith Speck	Founding Athlete Partner candidate (NWSL, NC Courage)	Call one scheduled
Samir Goel	Foundation advisor → investor track (co-CEO Esusu)	Sequencing locked
Raphael team (4-role advisors)	Product / growth / finance / ops sounding board	Active

1324-month KPIs

Revenue KPIs

• Y1 pilot revenue: BASIS + first 20 family subs + 2 clubs · target ~$50K–$100K ARR ceiling
• Y2 baseline: ~$400K–$1M ARR · Series A gate
• Y1 CAC by channel: establish CAC per channel (family / school / club / clinic)
• Y2 NRR: instrument >110% NRR (currently biggest diligence gap)

Corpus KPIs (the moat)

• Y1 assessments logged: 500+ athletes on baseline · 100% consent + provenance from record #1
• Y2 assessments: 10,000+ · youth-female concentration >60%
• Y1 clinical sign-offs: 2,076 Master Library items reviewed → shipped-ready count
• Y2 peer-reviewable case series: 2 co-authored publications with Allison + Frank

Network KPIs

• Y1 schools: 1 (BASIS) → 3 signed
• Y1 clubs: 2 → 10 signed (Club 100 list is this-month sourcing task)
• Y1 franchisees: 1 signed LOI · pilot territory identified
• Y2 territories: 3–5 · 20+ clubs · 5+ facilities

Diligence-readiness KPIs (Series A bar)

• Recurring mix >60% (V16.6 tracks ~70%)
• Gross margin ~70% by Y3
• Cohort close-rate captured from 2027 actuals
• Franchisee-side P&L published as diligence artifact

14Strategy & tactics

Five pillars

1. Concentric-arc rollout. HQ (tenant #1) → BASIS pilot → first franchisee → cluster expansion.
2. Foundation as capital lever. Seen. Strong. Foundation Q4-2026 taps philanthropic dollars priced equity cannot reach.
3. Corpus compounding as moat. Every completion tightens the priors on the next athlete's read.
4. Clinical partnership as credibility multiplier. Allison + Frank Tier 1 signoff + 2 case series by Y2.
5. Franchise as scaling mechanism. BA does not run facilities; low CapEx, high leverage.

Tactics — highlights

• Cadence engine: 4 closes/rep/qtr · 6 touches + 2 discovery + 1 proposal per week · 3× coverage rule.
• Club 100 list this quarter (NYC-metro women's-soccer priority; Gotham Youth network — 10 clubs identified).
• VueMotion Stage 1 API → 2027 Women's World Cup narrative.
• Meredith activation → Bay/Gotham warm intros T+30–60d via Samir sequence.
• Instrumentation now, not later — NRR + cohort retention + outcomes registry into Supabase from the first BASIS athlete.
• Cost-neutral design for schools — parent-funded model designed to make the school pay nothing by Y3.

15The $11M goal & valuation strategy

Target: $11M free-and-clear net to the founder at a Y4–Y5 growth/PE event ($100–160M EV; revenue $20–35M; 25–30% EBITDA; 4–5× revenue multiple). Preserves ~45–50% founder equity + board/exec-chair role to retirement.

The staged path

Stage	Trigger	Founder %	Note
Q3-2026 · C-Corp formation	Stock issuance	100%	QSBS §1202 clock starts. SAVAR
Angel round on SAFE	~$100K–$1.5M @ ~$6M cap	100% common; SAFE converts at Series A	Pre-conversion; no equity dilution yet. SAVAR
Mid-2028 · Series A	$4–6M @ $20–30M pre + optional $500K–1M secondary	~55–58%	SAFE converts. Later founder tranches also QSBS-eligible if 5-yr held. SAVAR
Y4–Y5 · growth/PE event	$100–160M EV · founder secondary 8–10%	~45–50%	$12–14M gross ≈ $11M+ net. §1202 5-yr clock cleared Q3-2031.

Moat ranking (what an acquirer pays a premium for)

1. Longitudinal youth-female movement dataset — consented, multi-modal, one standard. Uncopyable at scale.
2. Outcome-proof bank — 2 peer-reviewable case series by Y2.
3. Franchise royalty system — proven unit economics + FDD-registered network by Series A.
4. Trade-secret engine + IP perimeter — LESRI + multiplier stack + Master Library + omnibus provisional. Assigned to C-Corp, DTSA-hardened.
5. Foundation-subsidized CAC — 100K Girls program pulls assessment volume that would otherwise cost acquisition dollars.

16Cross-counsel workflows

Five workflows where two or three of you need to coordinate explicitly. Handoffs, not sequential silos.

17Per-counsel action digest

Savar's docket

Nathan Gallus's docket

Courtney Thornton's docket