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Affirmology: Co-Founder Structure & Investor Disclosure Brief

Archived version Updated May 11, 2026 · Affirmology_Brief_v1.md

Affirmology: Co-Founder Structure & Investor Disclosure Brief

For: Jeff Parker Date: May 11, 2026 Subject: How to bring Sol on as a co-founder with meaningful equity and a real operational role, while protecting both of you and the company if the relationship ends. Tuned to the actual round you are raising ($30K for 10%, pre-revenue, Miami, FL LLC stage).

The Picture as It Stands

What the existing materials actually look like, so the advice below sits on real ground rather than generic startup framing.

• The deck: $30,000 for 10% ($300K post). Slide 9 "Why This Founder" is currently 100% you. Sol is not mentioned on any slide. The deck is positioned as a solo-founder angel/friends-and-family raise.
• The stage: Pre-revenue, pre-demo. Sprint 1 (Gene Keys demo) is the next 4 to 6 weeks. The product is bootstrappable at $53 to $73 per month overhead. You are raising for acceleration, not survival, which is rare leverage at this stage.
• Your credentials in the room: EE degree, 13 years patent attorney, prior raised capital, sold-out 3-day conferences, Miami wellness community standing. You are not a first-time pitch.
• The September 2026 anchor: You and Sol are co-hosting the Ultimate Wellness Conference at the Fianna. This is the single most useful traction event on your calendar. The whole structuring decision can be framed around making sure that event is leveraged correctly for Affirmology.
• Your prior partnership lesson: No operating agreement, no decision maker, burned. Carry the lesson forward, do not repeat it.

The Reframe Most Founders in Your Spot Miss

This is not a VC pitch where couple-founder pattern-matching is going to torpedo you in 5 seconds. This is a $30K angel check at a $300K cap. The investor risks are:

• Whether the demo will be magical enough that people pay for it
• Whether you can actually execute the marketing and audience build
• Whether the founder team is durable

That last one is where Sol comes in. Adding Sol as a credible co-founder with the right operational story actually strengthens the founder-team durability argument, because right now you are pitching as one person doing the technical build, the brand, the community, and the speaking circuit. Investors at this stage worry about solo founder burnout more than they worry about couple-founder dynamics. A well-presented two-founder team with clear lanes and an unequal split usually pitches better than a solo founder at this scale.

The trick is to do it right, not to avoid doing it.

Three Viable Equity Paths

All numbers below assume a Florida LLC at first (appropriate for a $30K round). If you later raise a larger round that requires Delaware C-Corp conversion, the same proportions translate to shares.

Path A: Lead Founder + Co-Founder (Recommended)

• Jeff: 70 to 75%
• Sol: 20 to 25%
• Unallocated for future option pool / advisor grants: 5 to 10%
• Titles: Jeff CEO and CTO, Sol Co-Founder and Chief Brand Officer (or Chief Community Officer)
• Investor 10% comes out of pre-money proportionally, not exclusively from one of you

Why this is the recommendation: clear single decision maker, real co-founder dignity for Sol, room to bring in the future "CMO who turns anything to gold" via the unallocated bucket without re-cutting founder equity. Your future CMO can vest into 8 to 15% from the unallocated pool when she joins. At a $50M exit Sol nets around $10 to 12M pre-tax assuming no further dilution. That hits the "set up for life" outcome you described.

Path B: Senior Founder + Performance Earn-In

• Jeff: 65%
• Sol: 15% upfront, with up to 10% earnable via milestones (followers grown, paid signups attributable to her channels, conference enrollments closed, affiliate revenue)
• Unallocated: 10%
• Same titles as Path A

Why this is interesting for Affirmology specifically: a meaningful portion of Sol's value is in measurable audience and revenue activity she will personally drive. Milestone vesting aligns the equity to the outputs only she can deliver. The downside is contractual complexity, and milestone disputes are real if things go sideways.

Path C: Strategic Co-Founder, Senior Employee + Founder Title

• Jeff: 82 to 88%
• Sol: 8 to 12% (4-year vest with 1-year cliff, performance triggers)
• Unallocated: 5 to 7%
• Sol's title still Co-Founder and CBO, but functionally she is Employee #1 with founder-level brand

Why this might be right: cleanest investor story, simplest unwind. Closest comparable is how many influencer-founded brands structure their non-influencer operators. Downside is that 8 to 12% probably feels low to both of you given the "shared legacy" framing you described, and Sol's network (her sister, sister's boyfriend, the benefactor) would likely expect her to be a real owner before they write checks she influences.

Path D: 50/50 or 51/49 (Drop)

You already learned this. Do not revisit.

Recommendation: Path A. Path B is a smart variant if you want Sol's full 25% gated specifically on the things only she can deliver. The Sept 2026 conference is itself a natural milestone for one slug of the earn-in.

Non-Negotiable Operating Agreement Provisions

These apply regardless of which path. Treat as a checklist for whatever Florida startup attorney you engage.

Vesting (both founders, no exceptions)

• 4-year vest with 1-year cliff, starting from operating agreement signing date.
• Acceleration only on: involuntary termination without cause, death, disability, or company sale (single or double trigger).
• Critical: dissolution of the romantic relationship by itself does NOT trigger acceleration or termination. This is the unique clause for your situation, and it protects both of you from one party weaponizing a breakup.

Good Leaver / Bad Leaver

• Good Leaver (death, disability, terminated without cause, mutual agreement): keeps vested units, unvested forfeited.
• Bad Leaver (voluntary resignation without good reason, terminated for cause, material breach of covenants): company has right to repurchase even vested units. Fair-market-value with a discount factor is more enforceable than original cost.
• "Cause" defined narrowly and procedurally: fraud, criminal conviction relating to the company, willful misconduct, material breach uncured after 30 days written notice. Avoid vague "loss of trust" language.

Behavioral Covenants (Your "We Won't Disparage or Harm" Terms)

You raised these specifically. Honest read on what is enforceable in Florida:

• Mutual non-disparagement: straightforward to draft, enforceable in FL, often paired with liquidated damages.
• Mutual confidentiality: covering both company info and personal information learned during the partnership.
• Non-solicitation: company employees, customers, and investors for 24 months post-departure.
• Non-compete: in the affirmation app, spiritual SaaS, and manifestation-coaching category, narrowly defined, 12 to 18 months. Florida is one of the friendlier states for senior-executive non-competes under Florida Statutes Chapter 542, so this can have real teeth.
• Brand ambassador conduct covenant: the "no public romantic conduct that damages the brand" piece you mentioned. Honest assessment: hard to enforce as a financial penalty. Better mechanic is to attach continued vesting on a small slug of Sol's equity to active brand ambassador duties (appearances, content, conferences). If she chooses to step out of that role, vesting on that slug stops, but already-vested units are protected. This makes the covenant a role not a cage.

Liquidity and Protective Mechanics

• Company right of first refusal on any unit sale by either founder.
• Drag-along: majority holder (Jeff) can compel sale of all units in a qualified exit.
• Tag-along: minority holder (Sol) can join any sale on the same terms (her protection).
• Buy-sell mechanism: defined valuation formula or third-party appraisal if either party wants to fully exit before an acquisition.

Control and Tiebreaker

• Manager-managed LLC with Jeff as Manager.
• Defined list of "Major Decisions" requiring both founder approval: sale of the company, debt above a threshold, issuing new equity above a threshold, hiring or firing C-suite, materially changing the business model. Everything else runs through Jeff as Manager.
• Mandatory mediation, then binding arbitration, for any founder dispute. Keeps it out of court and out of the press.

IP and Tax

• Confirmatory IP assignment from both of you to the company. Anything either of you has built or will build that touches Affirmology becomes company property.
• For LLCs, file the operating agreement so it explicitly handles capital accounts and 83(b)-equivalent timing on profits interests if applicable.
• If/when you convert to a Delaware C-Corp for a later priced round, file 83(b) elections within 30 days of any restricted stock issuance. This is irreversible if missed and is the single most expensive mistake unrepresented founders make.

Sol's Network as Asset, Done Cleanly

Sol bringing her sister, her sister's boyfriend, and the benefactor as potential checks is real value. It is also a specific risk vector: if those investors view themselves as backing Sol personally and the relationship ends, they may feel betrayed, push for liquidity, or align against you in a dispute.

How to thread this:

• Sequence: close at least one anchor investor from YOUR network first, on standard terms, before Sol's network commits. This establishes Affirmology's market valuation independent of her relationships, so when her network invests they are taking the validated price, not a favor price.
• Documentation: their checks go to the company via a clean SAFE or priced round. No side deals tied to Sol's continued involvement.
• Disclosure: the operating agreement, including the leaver provisions and the romantic-dissolution clause, is shared with them in writing before they sign. One honest conversation now beats three furious ones later.
• Sol's sister as future CEO: she may want this seat down the road, per your note. Treat that conversation separately. Path: advisor first, board observer next, larger conversations after Affirmology has 12+ months of operating history. Keep it out of the operating agreement at this stage.

Today's Meeting: Specific Play

The current deck has no Sol on it. That gives you flexibility today.

What I would do today

1. Pitch the deck as it sits. Solo-founder framing.
2. If the conversation reaches team / co-founder territory: "I am finalizing co-founder terms with Sol, who will lead brand and community. She is the audience archetype, has built audiences before, and we are co-hosting the Ultimate Wellness Conference at the Fianna in September. We are working through the operating agreement now and will have it locked before any investor signs paper."
3. Do NOT volunteer the equity percentage until terms are finalized with Sol and the operating agreement is drafted. "We're finalizing co-founder terms" is a complete answer.
4. If this person is an advisor type and not a check-writer, lean in: "How would you want to see a co-founder partnership structured at our stage? What would make you cautious, and what would make you confident?" Free intelligence from a sophisticated person.
5. If this person is a check-writer and pushes for clarity: "Happy to walk you through it in diligence once it is signed. Until then I am being careful not to misrepresent it." Confidence here is what wins; defensiveness loses.

What I would not do today

• Do not put Sol on the team slide yet. The deck stays as-is for this meeting.
• Do not preemptively disclose a 25% grant to Sol without an operating agreement to back it up. That creates expectations on both sides.
• Do not bring up the relationship-end protections proactively. If asked: "Standard founder vesting, leaver provisions, and continuity protections, all in the operating agreement."

The Deck Update You Will Want After This Meeting

Whenever Sol comes on the deck publicly, Slide 9 (Why This Founder) becomes a Why This Team slide. Sketch:

Jeff Parker, CEO and CTO EE degree. 13 years patent attorney. IP moat fluency. Ran sold-out conferences. Miami wellness community. AI architecture from agents to ElevenLabs to FFmpeg pipelines.

Sol [Last Name], Co-Founder and Chief Brand Officer Built an audience from scratch in the spiritual community. Exact target customer archetype: spiritual women, 20 to 25, Miami beachhead. Brand and content engine. Direct line into the wellness community on the ground.

Together Co-hosting the Ultimate Wellness Conference at the Fianna, September 2026. Live demos onstage. Affiliate enrollment in the booth. The strongest traction event in the company's first year, on the calendar already.

This actually pitches better than the current solo slide for this audience. Hold this in your back pocket; do not deploy it until the operating agreement is signed.

Action Items

1. Pick a path (A, B, or C). Bring this brief to the conversation with Sol and the AI tool you mentioned. Path A is my recommendation.
2. Get an FL LLC operating agreement drafted before any investor signs anything. Budget $2 to $5K for a Florida startup attorney to do this properly. Miami options: Carlton Fields, Akerman, Bowman and Brooke, or a sole practitioner who specializes in LLC formation and shareholder/operator agreements. Your patent attorney background means you can read the draft critically yourself, but you still want a real attorney on the file.
3. Get the operating agreement signed BEFORE you put Sol on the deck publicly or accept a check from her network.
4. After signing, update Slide 9 to the two-founder version above.
5. Sequence investors: anchor from your network first, then Sol's network on identical terms.
6. Sit down with Sol specifically and walk through the romantic-dissolution clause, the behavioral covenants, and the vesting math. Have that conversation once, write the answers, then let your attorney memorialize them.

Caveats

I am not a lawyer or financial advisor. Florida LLC law, founder agreements, and securities regulation are nuanced and your specific facts will change the right answer. This brief is a researched framework, not legal advice. Engage real counsel before anyone signs anything binding.

Sources

• Why Investors are Wary of Husband and Wife Startup Founders, Pitching Angels
• Married to your job: What do investors make of couple founders?, Skalata Ventures
• Couple Founders: The Double-Edged Sword of Love in Business
• How Founders (Should) Break Up, Silicon Hills Lawyer
• How to Split Equity Between Co-Founders (and Stay Friends), Pillsbury Propel
• Founders' Agreement Overview, Penn Carey Law School
• Co-Founder Breakup Playbook, David Fryman P.C.
• Leaver Provisions, Bird & Bird
• Good Leaver / Bad Leaver Provisions for Startups Explained, Ledgy
• Non-compete Clauses: What Startup Founders Should Know, Westaway
• In Love, With Business: Lessons From Co-Founder Couples, Inc.
• 20 Startups Co-founded by Couples, Leta Capital