Josh Clemente: I remember that moment very vividly, because it just felt so surreal. We’re in this car driving back to the city. We just had a meaningful conversation where we were pairing with an expert in the space of metabolic health and everything we were saying was valid, and he wasn’t attacking the first principles of what we were claiming. He was just simply saying that the resources were, in his opinion, allocated in the wrong places, but the metabolic and physiologic underpinnings of what we were working on, he validated in the conversation. And then we have David, this exceptional product manager with outrageous technical skills and design capabilities, who just joined us. I just remember sitting in that chair and being like, this is really happening and it’s happening fast.
Ben Grynol: I’m Ben Grynol, part of the early startup team here at Levels. We’re building tech that helps people to understand their metabolic health, and this is your front row seat to everything we do. This is a whole new level.
Ben Grynol: It’s cliche to say enjoy the process, enjoy the ride. It’s a common advice that people often give when you’re on some path, some fast journey headed somewhere, but it’s important to reflect back, and it’s easy to lose sight of this, and for Josh, Josh Clemente, founder of Levels, things started moving pretty fast after he and Sam Corcos hooked up and started working on what was frontier biometric and what became Levels in June of 2019. Things were moving really fast. Sam was talking about getting investors on board. Sam was talking about building out the team, getting the right people around, aligning themselves with different talent, different points of entry, different gaps that they had in their own skillset,, and so Sam started reaching out to people in his network, Josh as well. They formed a little assemblage in LA, and so they got a bunch of friends together, people they knew, people who they thought might be a great fit to build out this team for Levels.
Ben Grynol: It was a serendipitous conversation with David Flinner, one of the co-founders of Levels who leads product. David was working at Google at the time and David was exploring CGMs on his own. And so when Sam and David and Josh, when the three of them spoke, it was pretty clear that it was a good fit. It was clear that they were all aligned on mission, on vision on how the future might look with this technology. But it wasn’t until Josh was in the back of an Uber riding through New York, until he really had a chance to reflect on what had happened in such a short period of time. Things had gone from being almost folded in the spring, around the end of April, start of May with frontier biometric, to the end of June when they were having conversations with David, thinking about bringing him on as a co-founder. So, Josh was sitting in the back of a car and it was one of those moments when he reflected and he thought, this is moving faster than I thought
Ben Grynol: So, here is where we left off. So, we know there’s the infamous juice cart moment. That was an interesting one. You went from this point of not really knowing what was happening with frontier biometric to a text message sometime in June where Sam said, “Hey, why don’t we call it Levels?: And in June, you all of a sudden got this company. You thought there wasn’t a company a month before and now you’ve got a company. You’re calling it Levels. You get it registered, you end up having a conversation with David. How did that go down?
Josh Clemente: So, it was actually mid June that that David was fully signed on, and so after I was in New York, Sam went out to California and stayed with his good friends, the Flinners, and David Flinner, who at the time was leading some product efforts on the payment side at Google, he was coming back from, I think, a world trip. So, he and Stacy had gone around the world over the course of many months and had just an unbelievable experience, and then he had gone back to Google and he had for sure, when I had seen him earlier that year, he had a glint in his eye. He wanted to do something exciting. He loved Google, I think, and I would definitely let him speak for his experience there, but he had tenure and it was obvious that he was looking for the next thing.
Josh Clemente: But when Sam got out there and debriefed on the new project that he was diving into, within minutes, David was breaking down the fact that the morning prior he was Googling around trying to find a way to get a CGM, because he’s been finding all of these inflammatory side effects that he thinks he was tracking back to lifestyle, and he’d been hearing about through the tech community CGM and I think he was actively trying to get his hands on to learn more about his own body, and Sam is standing here saying we’re going to make continuous glucose monitoring the next big thing in bringing health to the masses and specifically reversing this massive crisis, which I think David did not quite understand the scope and scale of the problem. So, David was like, I want in right now. Please make space for me immediately.
Josh Clemente: I want to join. I want to be a founder. I want to push with you guys. I want to build this thing. There wasn’t a thing yet. We had a name and an idea. That’s where the David conversations started. Sam texted me, was like David Flinner wants in immediately. I was excited to hear that because I knew David quite well and certainly thought very highly of him. So, we started to just communicate about what we need in a founding team Sam and I, and it was obvious that product obviously was a huge, huge need. We had to have world-class product expertise in order to bring about an elegant, insightful, and actionable user experience. That won’t happen on its own. Sam and I, despite having building things, we hadn’t built a consumer product before that was really elegantly designed and mainstream marketable.
Josh Clemente: So, David had extremely good design chops as well. So, this was instantly exciting to me, and especially just the vote of confidence for him to be like, yeah, all this safety security and success that I’ve got here at Google, I’m going to jump off the ledge with you guys instead. That was just awesome to hear as the second vote of confidence two weeks from people that I hold in such high regard. It was wild. So, Sam and I were working on a bunch of things simultaneously. We were talking to law firms to get the business incorporated. We were talking to all of our networks, everything from potential founding team members, to the business model itself, to trying to get access to doctors and endocrinologists who could help us validate the concept and the groundwork that I had done already.
Josh Clemente: And I remember, I think this is mid June still, we haven’t yet incorporated the Levels health business, we drove up to where I took the train up to meet Sam in New York, and then we went out to Long Island to meet with an endocrinologist and just discuss with him the concept here. That meeting was interesting. It was somewhat representative of the conversations I’d had prior with people who were deep in the diabetes field in the sense that this specific doctor was very interested in working with diabetes, but was not at all interested in anyone who doesn’t yet have a diagnosis. So, he was dismissive of the idea, generally speaking, because it was focusing on the wrong audience, and he felt that we have to focus all of our resources on taking type two diabetes and reducing the number of cases, and so he didn’t quite see the connect between what we were doing and that outcome.
Josh Clemente: That was another one of those conversations. I’d had many of those and I felt fairly okay with it. It was just something I was willing to accept that we have to demonstrate that it is useful and important to maintain a trajectory of metabolic health to avoid metabolic un-health and focusing there is equally as valuable if not more valuable as focusing more resources on reversing cases or controlling them. So anyway, we were leaving that meeting feeling okay about it. Sam and I don’t really get dejected by bad meetings. Sam was like, let’s call David and let’s give them this offer right now, and I was like, okay. We’ve had conversations, but it was just came out of the blue to me. He’s like, I’m calling David in five minutes, so what should the offer be?
Josh Clemente: So I was like, let’s talk about it. Over the next five minutes, we talked about Sam’s conversations with David. He’d been consistently chatting with them. He had a pretty good calibration on what David wanted. Primarily, he just wanted to be there from the beginning. He just wanted to get on board and be a founding member, and that was just exciting to hear, and so Sam and I like quickly synced. We gave David a call from the back of this Uber and we asked him to come and join us, and it was an immediate closure. David was excited. He was entirely on board. I actually don’t know the reality, but it felt like he had been waiting for the call all afternoon or something, because he was very, just audibly excited on the call. I remember that moment very vividly because it just felt so surreal.
Josh Clemente: We’re in this car, we’re driving back to the city. We just had a meaningful conversation where, frankly, we were pairing with an expert in the space of metabolic health and everything we were saying was valid and he wasn’t attacking the first principles of what we were claiming. He was just simply saying that the resources were, in his opinion, allocated in the wrong places, but the metabolic physiologic underpinnings of what we were working on, he validated in the conversation, and then we have David, this exceptional product manager with outrageous technical skills and design capabilities, who just joined us. I just remember sitting in that chair and being like, this is really happening, and it’s happening fast. In the span of 10 minutes, we went from walking out of that meeting to Sam recommending that we call David, to having a third team member. It was just exemplary of how things were moving at that point in time. I recall just pausing for a minute after that call and soaking it in.
Ben Grynol: And how did you get to know David? It sounds like Sam was close to them, but you also had a relationship with David and Stacey as well.
Josh Clemente: Actually it was through Sam. Sam and David knew each other through a leadership network, some professional network, and then I had met David and Stacey because Sam recommended while they were in the DC area, that they meet up with my family and come down to our family house in Virginia, and so they did. They came down. He was like, they’re great people, you guys got to meet. They came down and they spent an afternoon at my family’s house, and from there we just kept in contact and met a few times and spend time together, and it was just one of those examples of, I think, just shared principle, shared mindset, shared worldview, just working into a friendship quite quickly. I won’t say that we were necessarily close friends, David and I, but we were very confident in who the other person was.
Josh Clemente: I had a really good idea of the person that David was and Stacy was. I think they also had that implicit trust in me through the depth of the conversations we had had very quickly. It was not a superficial meeting when we met and hung out. I quickly learned a huge amount about their lives and how they got to where they were and this amazing world trip they had just gone on, and I had told them a lot about where I was and it was actually funny. When I met David, I was actively working on the SWAT truck, but actively thinking about CGM. I just hadn’t mentioned it to him that day. I do wonder if he would have jumped aboard a year or so earlier if I had mentioned it that afternoon.
Ben Grynol: Like 2017, 2018.
Josh Clemente: Yeah, exactly. It was right in that, I think, late 2017 timeframe.
Ben Grynol: Wild. Yeah, that’s so interesting. It’s interesting how it’s all full circle. You have this call, you go through this path. We’ll rewind, because we can keep bringing this up over and over. You were at a point on April 24th, 2019, your 30th birthday, you were at this point where you were like, I am quite comfortable. I’ve come to a place where frontier biometric can be what it was and had a great run with it, and now it’s time to move on to whatever that next chapter of life is. So you had that, this solo founder to all of a sudden having three co-founders month and a half, two months later. I guess it’d be two months later, but you’ve all of a sudden got traction. You’ve got people that want to give checks to you. You’re starting to make inroads with physician networks. You’ve got Sam and David as co-founders and then the next step was bringing Andrew on board. So, you had an assemblage it sounds like, which was sometime later in the summer, early fall. What happened there?
Josh Clemente: So, shortly after Sam and I were in New York, brainstorming 110 miles an hour, this is happening, this is how we need to proceed, a huge portion of it for Sam was we need to get great people together and look to build a team, which was a really good idea, and through that process of validating our idea, they will want to come and join it. That’s just a natural process. If you identify this really interesting problem, and then a great solution is in work by these other people who I respect, I want to go be a part of that. It’s just going to be a natural part of the validation process for anyone in your network who trusts you. So he was like, let’s get together the best people and present them with what we’re doing and then they’re going to want to join us, and that’s key.
Josh Clemente: We got to keep putting the team together. I was like, that’s a great idea. I hadn’t thought of it. I was always like one conversation at a time, but of course, let’s get a group together. So, we started planning this the week that Sam and I met, or maybe it was the week after, but we started putting emails out to people that we thought fit in the problem space that remained to be resolved. David was immediately on the list, but of course we got him closed even before this assemblage, as Sam started calling it. But we scheduled, we booked an Airbnb in LA because that’s where the locus of the conversations was at that time, and then we had I think six or seven, maybe it was upwards of 10 people that were very interested in what we had put into the email and felt like they should spend a weekend hanging out talking about this.
Josh Clemente: We had people who covered everything from marketing, product, engineering. It was marketing, product, and engineering covered. So we felt pretty good. We can focus on those problems. We’ll get a few people to stay in the house and then everyone else can just drop in as they like. So, we scheduled that for the end of June, something like June 26th and 27th. So, I flew out to LA and while we were on that trip, June 24th, I believe, Sam and I were on the phone with the law group getting the company finally incorporated. So, I think June 24th, the incorporation went through and the weekend of the 26th and I believe 27th of 2019 of June we were in that Airbnb. We had a bunch of people. Nick Krasny and Chris Kudelka to throw some names out there. Andrew Connor, David Flinner was there, a couple others, and everyone was just in this room and we did a design sprint.
Josh Clemente: We just talked about the scope of the space. We talked about my experience. I was wearing a CGM at the time. No one else was. We just dove deep, and Andrew very quickly became just a centerpiece of the problem solving conversation. I remember he was deep into some get repositories and finding really fascinating stuff on how these sensors work and people who have done awesome projects on the diabetes side, creating closed loop pancreas. Not pancreas, closed loop insulin pumps, the artificial pancreas idea, getting detailed insight into how the sensor data was de-compiled and calibrated with these libraries of code and then sent over to the software. He had, within hours, just a better idea of how the technology actually worked than I had after years of using it. Of course, that comes down to him being an exceptional engineer and software developer.
Ben Grynol: And mind. You got to say and mind too. His mind is incredible. He’s got this really interesting lens on the world. The way he frames problems, and then the way that he puts insight behind them.
Josh Clemente: Yeah. 100%. So, it was all of that. Was the context within which he was solving the problems while simultaneously being able to frame them effectively. So, quickly things just felt great with Andrew. He and I had actually talked on the phone prior to the assemblage and I had had great calls with him, but just seeing him in action was very exciting. David, Sam and I, we started to just focus our attention on Andrew. While we were there, just setting time aside to have one-on-one chats with him to go on walks and talk about life.
Josh Clemente: Ultimately by the end of the weekend, Sam and I went on a really good long walk with Andrew and tried to sell him on joining as a founder, and those conversations continued for a while, but we left that assemblage feeling very positive about our opportunity to have an exceptional head of engineering come out of this weekend, which was obviously it would be a huge win and also to have a number of really great potential candidates for down the road. Everyone else who was there was at a point in their careers where they were very interested in what we were talking about in the time we had spent together and the potential of the team, but a little bit, they wanted to hang back and see how things came together.
Josh Clemente: This group of knuckleheads had just literally just incorporated the company 24 hours earlier, and they’re trying to convince everyone to leave their jobs and jump aboard. Rightfully so, they were a little more skeptical, but it was a really interesting weekend. I have to say, it felt like we were in full sales mode. We were describing a thing that didn’t exist as though it were inevitable and only a matter of time, and that was fun. It was really fun to get into the future.
Ben Grynol: You were channeling your inner Elon.
Josh Clemente: Yeah. Sam was [inaudible 00:19:07]. It was the battery day of Levels. We were talking about all of the things that we were inevitably going to build and it was on the attendees of that weekend to miss out on the ride.
Ben Grynol: Did you have capital at this point? I think you said there were some checks or some commitments.
Josh Clemente: Yep. We had checks by that point. I don’t have the exact number off the top of my head of who had sent them over, but I recall the incorporation process was very prolonged. It took almost a month and of course Sam, I think, had expected it to be a week. We had commitments and we were waiting on these final… Closing the incorporation process, getting those documents, opening a bank account before we could start accepting funds, but we had it fully committed. People were like, just tell me where to send the wire.
Josh Clemente: So, we were comfortable telling David, Andrew, et cetera, the situation on the race. We were having great conversations. A lot of investors were already committed and then many, many, many others were very interested and were actively talking to Sam and I about the potential for the tech and interested in how the founding group conversations were going. It was almost like a cart and horse intention mode where investors wanted to know there was a team and the team wanted to know there were investors, and so we were just like putting all of this together at one time through the course of June and into July.
Ben Grynol: Yeah. That would have made your job much, much easier, because when it’s really hard as if you’re trying to sell people on the vision for a future, and there is no commitment, you don’t have any cash on hand, you’re bootstrapping everything to the point where no one’s taking any salaries, you’re trying to recruit people to come work for $0 as a co-founder, let’s say, that’s a much harder job. So, anyone that you would have had through the assemblage, the risk aversion, it’s a lot less. Everyone’s risk profile is going to be different, but you’re not trying to sell somebody on quit your job and come work at $0 in the hope that we can raise in three months or six months. You at least have some capital that you say, we might not be able to pay ourselves a ton, but we can pay ourselves $1 above zero.
Josh Clemente: Yes. At the core of it, that’s what I had been doing, and with my dear friend, John, the frontier product, the frontier concept, that’s what we were doing. For a short period of time, he was like spending a lot of his time, we were essentially collaborating on a bootstrap concept and it became pretty clear that it was a long roadmap to get from there to the success criteria. I was willing to put in more time at keeping my burn as close to zero as possible and surviving, but it just didn’t fit with his life stage. He had other responsibilities that I didn’t have at that point. That was an example for me. So then seeing the other side where we had real momentum and we were selling a very comfortable founding proposition, which is that we’re going to raise what it takes to do this right.
Josh Clemente: We’re going to raise not just the capital that the team to do it right, and then simultaneously add to that the fact that I was able to demonstrate a vision for people. Even going back to Sam, the conversation with Sam, the fact that the CGM technology exists and what we’re building is the contextualization layer, the consumerization of that technology is critical. The fact that I could wear CGM and show my blood sugar in real time, that gave people all they needed to know about what we needed to build. It instantly clicks once you show someone the basic principles of the idea. I can’t say enough about the timing being right. There was a few years earlier and that wouldn’t have been possible, the prototype, the concept demonstration wouldn’t have been there.
Josh Clemente: I think a few years later, obviously, someone else would have done it and not as well, by the way. We had the right moment in time to bring all the pieces together. We had background information, we had a great network. We had investment commitment. We had, I think, technical competency between the three founders at the time, and then we had a demonstration. Bringing all that together at the assemblage, it was really powerful. It felt like an inevitable thing, and I think that came across to people like Andrew who were vetting us very closely. It was very much, we were on trial for Andrew, I think, in that he had huge opportunity risk in the sense that he didn’t need to take us up. He had so many opportunities on his plate, not to mention he was actively working at Google as a senior level engineer. He had been acquired from his old startup into Google and was doing exceptionally well. So, he was vetting us more so than we were him, and rightfully so.
Ben Grynol: And so Andrew comes on board and you start working. You start getting to work on product work, on engineering work. When did he officially come on board?
Josh Clemente: He had quite a team at Google. He had to wind that down. I think that he came officially on board about two weeks after the assemblage. This was second week of July, if I’m remembering correctly, and then it was going to be close to a month or potentially even two months until he was able to fully wind down, but he threw himself straight in. He was very quickly helping us strategize about what our needs would be on the team side and what the tech stack could be. He was an asset right away. With the team, as small as we were, just a few pieces of information were ultra valuable for our investor conversations and for just thinking about burn and stuff like that. He was quickly involved.
Ben Grynol: And so you guys got to work, he starts rolling up his sleeves immediately, David’s digging into things on the product side. Fast forward. So, sales started coming in. When you started shipping the first units, I think it was November of ’19, November, or December of ’19.
Josh Clemente: Yep.
Ben Grynol: Something like that.
Josh Clemente: So, the very first paying customer we had was an investor, Brian Topman and that was July of 2019. That’ll give you an idea of how quickly we started building things, and now we could not deliver that product in July, but that was when the payment was received, and we now had a back order, our very first back-order, which happened to be our very first order of any kind.
Ben Grynol: This was you were going to buy a CGM off the shelf or something just to put in a cardboard box and ship it, basically.
Josh Clemente: We had sold the idea, so we were like, we’re going to build an acquisition path for CGM, and this is what you’ll end up getting. You’ll get a consultation with a physician, there’ll be a prescription involved, there’ll be CGM devices, and then you will go through an experience of learning what a CGM does and then helping us understand what the product should look like. We basically wrote up an email that went out to our network, and of course, Brian was an interested investor at the time. He worked with our [inaudible 00:26:12]. They were on board. They had already been sold on the vision. They now wanted to experience an early version of the product. So, we sent this email to everyone who was in our potential and or current investors list and people outside the investor group, but in our network.
Josh Clemente: We had a very basic JotForm, and JotForm is a form provider that is HIPAA secure, and so we were able to collect information early on, collect payment early on, and then set about getting to feasibility. So, we had pre-sold and now we needed to go deliver on this, and I remember David was at my house in Philly when that first payment came through, when that first sign off happened, and we were like, what are we doing? I cannot believe we just took money from somebody. This is insane. Three weeks ago, this didn’t exist, and now we have someone’s money and now we owe them. It just felt like such an impossibly huge obstacle to get across, and now there was not just investor money, but payment, you know what I mean? Payment in exchange for, and we now had deliverables and in retrospect it was just such a great impetus. I know how this goes. That’s always the case. You need to have that driving force, but it felt so surreally fast and so absurdly early, but that’s how you got to do it.
Ben Grynol: There’s no turning back. Not after that point.
Josh Clemente: Yes.
Ben Grynol: You guys start building. You’re starting to ship more units. You’re getting more demand or pent up demand from the investor network, and probably word of mouth is starting to spread at this point. Fast forward to January of ’20, that’s when things really seem to have changed. They started to pick up. What happened there? In the sense that Casey comes on board as a co-founder, Mike D starts helping to fulfill some orders, John had come on board around then to be really the first dev or the first employee, full-time employee. What did that look like?
Josh Clemente: So, the way that progressed is that in the August timeframe, Casey and I first met. So David was talking to his friend, Cali Means, and Cali just cut David off mid sentence, describing what he was working on. It was like, you’ve got to meet my sister. This is what she’s trying to build or wants to build. She’s a Stanford medical doctor, former surgeon. This is her thing. You need to speak with her.
Ben Grynol: And is this because you saw there was a gap?
Josh Clemente: Definitely.
Ben Grynol: You’ve got four co-founders and you’re like, okay, we just had an assemblage full of all these people, but the gap we have is X.
Josh Clemente: Yes. We, at that point, knew we needed engineering technical capability. We needed product and design capability. We, of course, needed capacity across finance and business development and investment, and then we needed, obviously, this massive question of not necessarily medical expertise in the sense that we weren’t going to be practicing medicine, but we needed somebody who understood rigorously the mechanisms at play in the metabolic, the systems and could provide company defensibility, and I think primarily just reputation that we could build on. This is an organization that is challenging the status quo in the system, so to speak, and putting forth or postulating that there’s a better way. It just required strong representation in the medical field, and it was hard to decide exactly what that meant. Is that an advisory board is? That a founder? Is that just simply testimonials? What exactly do we mean there?
Josh Clemente: And it instantly crystallized after a conversation with Casey. It was just spoke with her and it was like, we can get all of the above. We can get someone who has the expertise personally, also understands the business case, also understands the individual, the personal side of this, how it affects the end user, and also has the ability to communicate that effectively because anyone who’s ever spoken with Casey knows that she can articulate better than anyone and is also a journal editor and writer. She communicates across all of the available factors with better than, or as well as anyone else. Just one call with her, I was just so excited because it was one of the first validating conversations with a medical expert I’ve had. She had essentially left surgery because she wanted to make an impact on the root cause, the first principles of metabolic dysfunction, which were causing inflammation, which were leading to the surgery cases she was seeing.
Josh Clemente: So she had started her functional medicine practice, and then ultimately she realized, well, this isn’t a scalable. I need to do more. I need to replicate myself, and so that led her to the conclusion that this needed to be more of a product or service that was tech enabled. Shortly after that conclusion, she and I met and we just had some great conversations and right away we wanted to get her on board as an advisor, which was the easy thing to do. She had a functional medicine practice at the time and it couldn’t just abandon ship there and not to mention she wanted to vet us. Of course, we were the crazy ones in this case with a bunch of tech guys trying to put this thing together.
Josh Clemente: After those early conversations, it was just like, there is a role here that consists of an exceptional profile that we could dream up, but wouldn’t imagine coming across, and that profile is Casey Means. So, we started over the next few months from… She and I first spoke in early August. She started consulting with us in September and we were rapidly building inertia elsewhere. So, getting to the point where we had, and there’s a really interesting story probably for another episode about how we started to put together the pieces to get this product into a deliverable form. We had all the pre-orders, at this point, we probably had 60 or a hundred pre-orders and we now need to deliver on those, and Casey was instrumental in making that happen even before she had joined the team fully. We were vetting and validating each other in real time, and by early 2020, we had made the decision we wanted her to join as that fifth founder to close out the capabilities we needed to be defensible.
Ben Grynol: Are you in a different room?
Speaker 3: I am in a hotel room.
Ben Grynol: Where are you? What were you doing coming? It feels like you’re nervous.
Josh Clemente: I just took the train to New York to meet up with Casey, Trashmore Sam, hopefully David and Stacey for your dinner.
Ben Grynol: Nice. That’s awesome.