Confidential · Discussion Draft · October 2026
🐾
Culminate H Labs + Waypoint Biomedical

ECP Vet / One Health
Opportunity

A protected, separately financed operating company built to turn veterinary precision-health capabilities into focused commercial proof and an independently measurable strategic asset.

Protected core IPVeterinarian-mediated launchRecurring-revenue pathwayNon-binding exploration
01
The proposition
Executive proposition

Build the asset. Protect the platform.

🧬

CHL licenses a bounded field

Veterinary rights, implementation support and evidence standards—without transferring parent-level IP or non-veterinary rights.

🏥

NewCo creates commercial proof

A dedicated team, budget and operating plan test clinic adoption, recurring revenue and species-specific evidence.

🏛️

Waypoint enables execution

Committed capital, governance, reporting and commercial development—subject to verified capacity and clean closing conditions.

Decision requested now

Authorize reciprocal diligence and a non-binding term-sheet process—not a merger, core-IP transfer, or automatic acquisition.

Source: CHL partnership executive summary, Oct. 12, 2026.
02
Market context
Why veterinary, why now

A large market needs better proof—not more complexity.

$158B
U.S. pet spend
2025 actual
$165B
Projected U.S. spend
2026
87M
U.S. pet dogs
2025 estimate
133K+
U.S. veterinarians
2025 estimate

Commercial tension

Practice revenue increased about 2.5% in 2025 while visits fell roughly 3%, reinforcing the need for measurable, workflow-compatible value.

One Health relevance

Animal health is a practical entry point for integrated data, prevention and cross-sector collaboration—while remaining a distinct commercial vertical.

Sources: APPA 2026 State of the Industry; AVMA veterinarian statistics and Feb. 2026 practice update; WHO One Health.
03
Opportunity
Focused commercial entry

Veterinary first.
One Health expandable.

The initial business is deliberately narrow: veterinarian-mediated software, compatible diagnostics and evidence services. Broader device and One Health opportunities follow only after milestones.

The deck intentionally excludes CHL’s proprietary algorithms, technical methods, source code, trade secrets and detailed implementation intelligence.
☁️

Practice software

Recurring workflow and patient-management services.

🧪

Assessment + labs

Compatible genomic and biomarker services.

🎓

Education

Veterinary training and certification pathways.

📊

Evidence services

Sponsored studies and governed real-world evidence.

Source: CHL partnership executive summary; scope shown at a non-technical, non-proprietary level.
04
Transaction architecture
Separation by design

A NewCo—not a transfer of CHL.

🧬

CHL

  • Field-limited veterinary license
  • Technical and evidence support
  • Retained parent and non-veterinary rights
→
🐾

ECP Veterinary / One Health NewCo

Separate legal entity • dedicated budget • accountable management • ring-fenced contracts and data rights

Core IP remains outside NewCo
←
🏛️

Waypoint

  • Committed NewCo operating capital
  • Governance and reporting support
  • Commercial and investor access
Source: CHL partnership executive summary and Waypoint subsidiary-architecture materials.
05
Commercial pathway
De-risking sequence

Pilot → prove → scale → expand

1

Pilot

Launch with 3–5 qualified practices and defined workflow, safety and support boundaries.

2

Prove

Measure adoption, paid conversion, data completeness, retention and willingness to renew.

3

Scale

Expand recurring software, assessments, labs, education and evidence partnerships.

4

Expand

Add future wearables, broader evidence services and One Health applications after review.

First proof question

Can veterinary teams use the service in real workflows—and will practices and pet owners pay, remain engaged and renew?

Source: CHL partnership executive summary. Stages are gated; commercial, scientific and regulatory proof are evaluated separately.
06
Business model
Diversified monetization

Recurring first; optionality earned.

☁️

Subscription services

Practice and patient-level software revenue anchors recurring economics.

🧬

Assessments

One-time genomic assessment revenue supports onboarding and personalization.

🧪

Lab integrations

Partner laboratory panels create repeat-service and data-integration economics.

🎓

Training

Veterinary education builds adoption, quality and channel capability.

📑

Evidence relationships

Governed studies and data services follow scale and protocol approval.

⌚

Future device layer

Wearables enter after commercial and technical gates—not as a launch dependency.

Source: CHL partnership executive summary and CHL veterinary financial model; excludes proprietary methods and detailed pricing logic.
07
Projected economics
Management base case

Five-year scale curve

Illustrative model output; unaudited and dependent on funding, execution, clinic adoption, retention, partner performance and later expansion.

$1.6M
Y1
$18.5M
Y2
$73.7M
Y3
$222.0M
Y4
$613.4M
Y5
Total revenue5-year cumulative: $929.1M
Source: CHL Veterinary 5-Year Financial Model, active Base scenario, 2026–31. Forecasts are planning assumptions, not guarantees.
08
Projected profitability
Operating leverage

Model turns EBITDA-positive in Year 2.

($1.0M)
Y1 EBITDA
Launch investment year
$4.2M
Y2 EBITDA
22.8% margin
$385.5M
Y5 EBITDA
62.9% margin

Margin progression

Gross margin
79.7→87.1%
EBITDA margin
−62.5→62.9%
Diligence should rebuild the model from agreed NewCo assumptions and test base, downside and funding-delay cases before any valuation discussion.
Source: CHL Veterinary 5-Year Financial Model, active Base scenario. Unaudited management projections; rounded.
09
Economic discipline
What must be validated

Headline upside is not the underwriting case.

Proof drivers

  • Practice recruitment velocity and onboarding time
  • Paid conversion and annual retention
  • Workflow burden and support intensity
  • Partner integration reliability and economics
  • Evidence milestones and claim boundaries

Funding discipline

  • Bottom-up 12–18 month operating plan
  • Committed, milestone-based NewCo tranches
  • Capital wired to NewCo or controlled escrow
  • No commingling with issuer-remediation costs
  • No CHL parent guarantee or core-IP pledge

Underwrite the pilot first

Release expansion capital only when adoption, unit economics, compliance and evidence gates are independently verified.

Source: CHL partnership executive summary. Model assumptions require reciprocal commercial and financial diligence.
10
Mutual value proposition
Value on both sides

Aligned upside. Defined contributions.

CHL gains

  • Funded veterinary vertical expansion
  • Commercial proof without parent dilution
  • License and service economics plus retained equity
  • Species-specific evidence and market learning
  • Optionality without transferring core IP

Waypoint gains

  • A focused operating biomedical business
  • Recurring-revenue and evidence-building potential
  • A differentiated veterinary / One Health narrative
  • Governance participation and commercial accountability
  • Future strategic and public-market optionality
Economics and ownership must reflect actual, verified contributions—not ticker access, aspirational funding or implied control.
Source: CHL partnership executive summary. Ownership percentages remain open for negotiation.
11
Value creation
Value-creation flywheel

Focused proof compounds enterprise value.

Capital funds a measured pilot. Adoption creates revenue. Revenue supports evidence. Evidence expands strategic value—and earns the right to scale.

Discipline preserves the loop

Each cycle requires clean reporting, objective milestones and protected economics.

Focused proof
compounds
value
💰
Capital
🐾
Pilot
📈
Revenue
📑
Evidence
🏛️
Enterprise
value
Conceptual framework based on CHL’s proposed staged commercialization model.
12
Transaction gates
Go / no-go protections

Proceed only when the structure is fundable and clean.

✓

Corporate and capitalization diligence

Fully diluted cap table, liabilities, litigation, transfer-agent reconciliation and market status.

Verify
✓

Committed NewCo funding

Amount, source, timing, escrow, permitted uses and milestone releases documented.

Fund
✓

Balanced ownership and governance

Reserved matters, board rights, dilution protection, deadlock and related-party controls.

Govern
✓

IP, data and reversion protection

Field limits, assignment restrictions, security, audit, termination and transition support.

Protect
✓

Controlled communications

Mutual written approval for names, claims, forecasts, valuations and transaction statements.

Control
GO: Funded, protected veterinary partnership.
NO-GO: Ticker-only transaction, commingled funds or core-IP transfer.
Sources: CHL partnership executive summary; OTC Markets currently displays a Caveat Emptor notice for WYPH, requiring enhanced diligence.
13
Exploratory next steps
Recommended path

Advance to reciprocal diligence + a non-binding term sheet.

Weeks 0–2

Confirm scope, vehicle, diligence list and authorized communications.

Weeks 2–4

Validate capitalization, liabilities, funding sources, IP authority and operating resources.

Weeks 4–6

Build the 12–18 month pilot plan, budget, milestones and downside case.

Weeks 6–8

Negotiate capitalization, governance, license, funding and data frameworks.

No binding obligation before diligenceInitial funding required at closingDefinitive agreements control
Proposed exploratory timetable; subject to party availability, adviser review and satisfactory diligence.
14