The juice cart

Josh Clemente: So we’re on our way to this meeting, and I was dead tired, I’d slept very poorly the night before, just kind of prepping whatever I could and just generally was working late anyway, and taking the train up to New York. And this is the sort of infamous juice cart moment where this is the first time that I’m going to pitch someone. I kind of pitched Sam, but not intentionally. He was a buddy of mine. It was like an informal conversation. But this is the first time that there was an opportunity to show what this technology does.

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. So it was April 24th, 2019. Josh was celebrating his 30th birthday, is a surprise birthday that his friends and family put on for him in Philadelphia. And he’d started to come to terms that he’d done everything he could, everything under his control, within his reach, everything that he could do to make this Frontier Biometric come to life. He’d been working diligently at it trying to build a physician network, trying to connect with people in the ecosystem, and it just wasn’t coming together.

Ben Grynol: And so a couple days after his birthday, he ended up getting a call from Sam, Sam Corcos, CEO and co-founder Levels. And Sam was asking for some advice for one of his friends. And through their conversation, one thing led to another. It had been months, many months. I mean, it was August of 2018 when they first connected and chatted about Frontier Biometrics back in New Mexico on a serendipitous detour that Josh had taken on a road trip when he was heading to Philly.

Ben Grynol: So once had gone by, it’s almost May of 2019, and Sam calls out of the blue. And they started talking about this Frontier Biometric. Sam was curious to learn how it was going, hear more about it, even though that wasn’t the purpose of the call. And after digging deeper into the conversation, both Josh and Sam agreed that it was probably best to meet up in New York to dig in further to learn more about what this is, what it was, what it could be. And Josh was days away from giving up. He’d come to terms of this. And from the serendipitous conversation, he ended up going out to New York, and he and Sam started working on it pretty diligently. One thing led to another and within a month, Frontier Biometric had gone from being folded to a company called Levels.

Ben Grynol: So this is what we know. We know that you took a detour. You were on your way to Philly to go meet Kate. And you took a detour, you met Sam, the course of things completely changed. Because you’re at this point where you’re basically about to go back to doing something else. It was Sisyphean in every endeavor. And you’re like, I can’t make this thing work. And then you connected with Sam. And you said that was where things completely changed.

Josh Clemente: Yeah. So I was back in Philly at the time. I had been working on the Frontier Biometric concept for about, at least in completion, from the beginning, it was a year and a half. But it was Frontier Biometric and it was like full time focus for nine months, nine months to a year. And I had been working actually with a good friend and mentor and former boss of mine, actually, John Adam. I got to give him a shout out because he’s one of those people from SpaceX, who like formative in the way that I think about thinking and the way that I approach problem solving. He was very intrigued by the idea initially, and was like a major part of like, just forming my thoughts and being a sounding board.

Josh Clemente: I tried to get him actually to be part of this. Initially, he was interested, but life took him in a different direction. He had other responsibilities he had to focus on. But that process of like working with him and getting his insights was so valuable. And then when he moved on, I was back in like the solo mode. And that’s kind of where that low point came in. It was just before my 30th birthday. I was just like, man, this has failed. I got to go back to engineering. I’m out here on the East Coast. I was browsing job boards, basically, and preparing to get my resume back out there. And remote work, obviously, especially for hardware engineers, it’s not promising, we’ll put it that way.

Josh Clemente: So it was feeling bleak. And I was still like, certainly pushing every single day on this concept because it’s still what I wanted. But I was coming to terms. I was kind of like mentally preparing for just letting this go and moving on and getting back into engineering. And then yeah, so Sam, he reached out about a friend of his, just a funny connection. Like, a friend of his was interested in learning more about homeschooling, and how homeschooling works and meeting people who were homeschooled. And Sam thought of me and connected us. And then, he wanted to catch up. And so we just scheduled a call. And I gave him the rundown. And basically just told him what I was working on, and the impact that it had on my life.

Josh Clemente: I kind of heard Sam’s tone change in real time. It went from like, hey, man, how’s it going type update conversation to, huh, that’s really interesting. And he got very … [crosstalk 00:06:09]. Yeah. So the tone shifted very, very quickly. I mean, it was like a half hour long conversation, I think. But the first 10 minutes were pleasantries. And the middle 10 minutes was me talking about my experience. And the last 10 minutes was, when do you want to come to New York and talk about this more deeply? This is really interesting. And I was like, huh. I had run into Sam over the summer, I knew that he was interested in a number of potential opportunities in the future. It was like just kind of keeping his radar on for what to do next.

Josh Clemente: But I had kind of given him a little bit of a rundown over the summer at that meeting. And I think I had probably honed my pitch by the time we talked on the phone because it was a very different resonance. And I was like, that’s a cool response. So we followed up like, immediately. He said, “Hey, come up to New York. It sounds like you need to raise some money. It sounds like you need to kind of get some fuel on this fire. Let me see what I can do to help out.” And just instantly started in Sam fashion, making connections via email within minutes. I’m talking about like, my inbox was kind of blowing up with Sam Corcos follow-ups.

Josh Clemente: My plan had been to have the business plan complete, have all of the pieces in place such that I knew that general wellness, continuous glucose monitoring was going to be available to the potential customers with this business. Meaning, there was a physician network who had kind of signed on, and was interested in taking prescription consultations to get the CGMs to increase accessibility. That was going to be kind of step one. And then you can get CGMs out there. And then step two would be start building the software framework. And I had not been able to achieve step one. It was dead ends left and right. And so that’s kind of what I was facing. I hadn’t wanted to raise money until I knew that there was viability.

Ben Grynol: And like you’re bootstrapping at this point?

Josh Clemente: Exactly. That’s another angle here is that, although my expenses were fairly low, it was still a situation where I had been without a salary because I had been working on the SWAT truck system the year prior without a salary. I was working towards royalties on sales for that. I actually invested in that. It was going on two and a half years without a monthly income. And I was scraping the bottom of the barrel. It was definitely a situation where had I not had savings, obviously, I wouldn’t have done it in the first place. But it was like, okay, this is kind of approaching worst case scenario.

Ben Grynol: Kate’s like, what are you doing?

Josh Clemente: Yeah. And I mean, again, she’s always just like, he’ll figure it out type of mode. So there wasn’t added stress from her. But it was added stress from me about her type of thing. It’s like, I don’t want to fail at this and be reliant on somebody else. I just have this independent mindset. So that was definitely background pressure. So yeah, I hadn’t wanted to raise money until I knew there was viability. And so Sam, that was instantly where he was pushing me is like, you got to raise money. I think that he intuited the struggle was due to a lack of resources. He picked up on the concept being strong right away.

Josh Clemente: So anyway, he wanted to like figure out the complete picture and connect me with potential early angel type friends of his. So yeah, we scheduled a meeting in New York. I think it was about two weeks after we had talked on the phone. I put some time into a one pager and just like formulating my thoughts, or summarizing my thoughts, rather. Still didn’t have like a real concise elevator pitch, but I was ready. I was ready to just go all in and see what happened. Yeah, so I went up to New York. And Sam and I kind of grabbed a WeWork office and I debriefed him entirely, showed in the CGM. We went through the one pager and he was just like, he was already very interested, but it continued to intensify in real time.

Josh Clemente: We were doing forward progress work in the WeWork a few hours before the first kind of meeting that he had set up. And that was really exciting because it was great to have someone just like dive in and grasp it and be pushing for probing the boundaries. Like, asking the questions that I knew the answers to, but no one else had built as deep with me before. Do you know what I mean? So it was like the first real engage session where someone was like, I get it and I need to know more. And I was able to provide that information and just like, really paint the picture. It was a really engaging conversation with Sam immediately.

Ben Grynol: What was the gap between? Like, you guys hooked up in New Mexico, but it was like this brief parking lot. We’ll call it the parking lot conversation, because that’s where you were sleeping.

Josh Clemente: I was actually sleeping like in a parking lot, but next to the Rio Grande River. It was very beautiful, but also a trailer park.

Ben Grynol: So good. So you talked to him there. And it was this like in passing conversation where you didn’t really have the chance to like go deep on it. And then if it weren’t for this call about, hey, I’ve got a friend who’s interested in like learning more about your schooling, who knows where it would have gone. But what was the gap between that time?

Josh Clemente: So it was August that we linked up over the summer, and he called in the first week of May. So I had just had my 30th birthday end of April. And then it was like, all right, back to reality. And then it was that first week. And then we had a follow-up in New York. I went up to New York to meet up with him two weeks later. So this was like mid-May at this point.

Ben Grynol: Yeah, a long time. I pictured [crosstalk 00:11:45]. Yeah, that’s wild. I pictured that this thing happened, where you’re going back to Philly, you made this detour, and then it was like, hey, let’s catch up again. And it was two weeks or a month, or it was something. It was like a long period of time where, like you’re still working on it and sort of hitting the same things over and over that you couldn’t get to that step one, as you called it, to just get that traction and viability.

Josh Clemente: Right. When I ran into him in August, it was an idea. It was something that I had learned a ton about. Personally, I dove into the research, I felt strongly about this having some potential. But I knew nothing about the regulatory environment, or the legal implications, or what the business model might look like. And by the time we spoke again in May, I had spent that six months essentially just immersed. I had written a white paper. I actually think it’s fairly well researched and written in the sense that it’s probably the defining resource if you want understand the implications of using continuous glucose monitors for the general population. If you’re in the medical industry, you want to know like, what are the regulations involved.

Josh Clemente: And so I had fully researched everything from the State Medical Board, all the way to FDA regulations, and pharmacy and durable medical equipment rules. And now I understood the web of complications and what it would take to go live. And then I had used that source material to engage with physician networks to talk about this as a potential wellness product. And I had kind of run into dead ends left and right. But that was about the timeframe. So it took me, yeah, good, solid six months to go from really excited and enthusiastic about my own experiences with CGM and the technology and the physiologic benefits of metabolic fitness. And then kind of pairing that with the real practical implications of trying to build a business model on it.

Josh Clemente: That was kind of like how the full year plus of background research came together. It was like, first get excited about and learn about all the potential ways that metabolic fitness matters, and then figure out how to build that business. So yeah, a lot of time between first conversation and follow-up, which is good, because had Sam called me two weeks later, it would have been too early, I think. I think the timing was truly right, where I had the answers to the questions that were inevitable.

Ben Grynol: And it’s hard too because the counterintuitive thing is, you’re doing the necessary homework for something that’s really technical. Like, there’s this balance between being really scrappy, and trying to get one paying customer in one day to pay you $1. Like, that’s sort of the rule of thumb. Is just like, get somebody as quick as possible, hand over some money for what you’re doing no matter what it looks like, and then refine it from there. But when you’re talking about technical things, you need a little bit more of a foundation to make it a reality. And so it’s this balance between like getting traction, getting a customer and having done the homework to be able to actually do the thing.

Josh Clemente: Yeah. I think just the uniqueness of the space. The fact that these are class II at the time, they were class III regulated medical devices with prescription requirements. The most onerous classification in the United States for a medical device. And so that was a really significant obstacle, I think, to being able to launch a scrappy concept. I had trouble for six plus months just trying to get a CGM for myself. And now trying to scale that while scaling that above board and not, frankly, bending the rules in a way that they shouldn’t be bent was what I was focusing on. I wanted to do this the right way.

Ben Grynol: So digress for a second. Class III, class I, II, II medical devices, according to the FDA, class I is the most basic. So like, compression socks are technically a class I medical device. Class II is usually something that’s non-invasive, but more technical. And then class III is like an invasive device, something that is going in your body. And these are like devices that usually you’ll find them in hospitals. But it’s wild to think that a CGM, I mean, sure it does penetrate the skin on the surface level, but it’s not invasive in the same way that like large, large medical equipment is. So now that’s been relegated to I guess, class II, right?

Josh Clemente: Yeah. So when I first used a CGM, it was 2017. And the devices, like the one I used was a FreeStyle Libre 10 Day because the 14 day didn’t exist yet. And it communicated only with a reader device, kind of like a little monochromatic display, it looked like a glucometer, a finger stick reader. But that’s what you used to wave over the Libre sensor to measure it. And it didn’t communicate with a smartphone. And it was a very, very clunky process. But again, the data was so powerful. I was just obsessed. And that device was a class III. And then in 2018, the Dexcom G6 was approved as the first iCGM, which is like the standard for continuous glucose monitors that could be used for potential closed loop insulin pump systems. It’s kind of like the gold standard. And that came with a class II approval.

Josh Clemente: So class II opens up a ton of different opportunity for innovation. So basically, it’s the regulator saying, this device, it has its risks, it’s a prescription product. But we are opening up less onerous regulatory pathways for future devices that want to do the same thing. Like, we’ve explored this to our satisfaction and believe that it poses low enough risk that we can expand this space further. So it was a really big moment for CGM in 2018. And that has since been followed by, well, a lot of applications, a few approvals for additional class II devices.

Josh Clemente: So yeah, when I was starting, it was still class III, still super onerous. And it was quite frustrating for me, because I had this like scrappy concept in my mind. It’s like, I just want to test this idea and see if it has legs. And yet, you’re dealing with the most heavily regulated classification of medical device. How do you just prototype that? You kind of need the business model in order to try it. That’s what was so frustrating. It felt like I built a website front end around Shopify, and was like kind of building a storefront and a way to like get access and order and request a prescription, all this stuff. And then I needed to plug in some sort of prescription process that would get this across the finish line.

Josh Clemente: I was trying to build a proof of concept to the degree that I could show it to someone who is in a physician network, or had at least context for what I was trying to do. I wanted to get a concept that far so that someone could understand, okay, I can see how this would potentially fuel a business model. But I couldn’t go so far as getting CGMs to people and having them try them. Because that required, again, prescriptions and method of distribution. It was very frustrating, frankly, a couple months or I guess close to a year, in that I wanted to move faster than I could. And I was bootstrapping, and I was on my own. Anyway, it all came to a head at that weekend when I was up in New York and talking to Sam. And that’s where … Yeah.

Ben Grynol: So you guys hook up here in WeWork. And he’s set up a bunch of meetings, like he went there I’m guessing to jam on things with him and talk more about vision. But it sounds like he also had set up some meetings to meet with some different angels. And so what happened there?

Josh Clemente: So I was under the impression that this was going to just be kind of jam sessions. And I still haven’t confirmed this with Sam, but my understanding is that he set it up as pitches. So he had a couple buddies, one of which is Moshe, he’s an awesome supporter of ours, and generally, all around great guy. I think he was at US investments at the time. And Moshe and a few others on their team, they kind of ran an incubator. Generally were doing a number of investment vehicles. Anyway, Sam had set up just conversation as far as he framed it to me. So we’re on our way to this meeting, and I was dead tired. I mean, I had slept very poorly the night before, just kind of prepping whatever I could and just generally was working late anyway, and taking the train up to New York.

Josh Clemente: This is the sort of infamous juice cart moment where this is the first time that I’m going to pitch someone. I kind of pitched Sam, but not intentionally. He was a buddy of mine. It was like an informal conversation. But this is the first time that there was an opportunity to show what this technology does. And so we’re walking into an office building and right out front is this organic juice cart. And on the side is the whole menu. And so I go up there and a drink stands out. It just says health drink. It’s got apple, carrot, celery, and that’s it. So I ordered a 16 ounce health drink. And I watched the lady prepare it right there. I pay close attention to the ingredients. It was just literally that, two vegetables and fruit, no additives.

Josh Clemente: I go into this meeting. And Sam starts introducing me. It was very casual. Moshe, meet Dan, meet a couple others, and then we jump into it. And I’m sipping on this juice drink. And I kind of framed myself as I’m a CrossFit trainer, I’m an engineer, this and that. They’re like, CrossFit guy, look at him drinking his juice. I was very casual. It’s kind of funny. The assumption was that I’m doing some super healthy thing. I’m drinking pressed juice. And so I go through the whole concept, start to finish in this first pitch, and just describe what the idea is and show them the CGM I’m wearing. And then I finished my drink towards the end …

Josh Clemente: They’re engaged. They’re curious about it. This guy’s like wearing this weird device. He certainly seems to understand what it does. He seems to believe that it has changed his own life. Interesting. They’re asking questions about the way that I use it in my life. And then it was like the big reveal where I showed them my blood sugar in that moment. And it was about 30 minutes after I’d finished the drink. I actually wasn’t quite sure what would have happened. I don’t drink pressed juice. So I didn’t know if it would be a big hit or not. And my blood sugar was like 217 and climbing.

Ben Grynol: What?

Josh Clemente: I scan it. I had already kind of talked about ranges, what’s normal, what a postprandial peak should look like. You should stay below 140. If your body is processing the meal, you’ve consumed effectively. And so I show this to them. In my mind, everyone’s jaw hit the ground. I don’t know how hard it hit in the moment, but I’d have to ask Sam. But definitely, the point was made. People instantly were like, I remember one of the guys was like, I need this and my wife needs this. And I want my kids to have this all now. And it definitely resonated.

Josh Clemente: And so we were just milling around the office after the meeting and talking about potential other connections, who I should meet, who we should talk to, the potential customer profiles that would be interested in this. Basically, painting the picture beyond the Josh Clementes of the world who are worried, well, maybe some would think, but who else? Who else is on the list? And so we’re instantly diving into the TAM, the market that’s out there. And I had a lot of background on this. I had already thought deeply about it. So I was able to kind of parry with them. And it was really engaging, exciting, interesting meeting from the first moment. And we left that meeting.

Josh Clemente: And Sam said, “You got to write up the customer profiles. Write all of those down, just put, how would you sell this to each of those people? And do that right away.” And so we had one other meeting that afternoon with another investor, Sal, from trust ventures. And that also went super well. I remember Sal saying … We were kind of eating some food. I ordered it without rice, because I had already smashed my system with the pressed juice. So I didn’t demonstrate the power of the CGM to Sal. But I remember, we’re having the conversation and walking around after lunch. And he’s intrigued, but he tells me, “I’ll tell you what, man, you figure out how to get Sam on board and I’ll invest, because I’ve been trying to invest in Sam Corcos for a long time.”

Josh Clemente: That was really funny to me because I don’t know if Sam was already considering but, essentially, I went home from that New York trip. And within 24 hours, I had about 20 emails from Sam saying, “Hey, those meetings went really well. You need to come back to New York. We need to talk.” I think the impression had been made and the wheels had been set in motion, whether by Sal or by the health drink. I don’t quite know. Sam will have to tell us that.

Ben Grynol: So he was helping you. Like, he was just, hey, we’re buddies. I’m going to help you out. I like what you’re doing. Come down to New York, we’ll hang out, I’ll help you out. And then there wasn’t really this discussion like, let’s jam on this thing. It was just sort of this informal process. And then the outcome of it was, the meetings went pretty well. I’m getting more invested in this thing, intrinsically invested in and being a part of it. What does that look like?

Josh Clemente: Yeah, sort of. I think Sam was interested from the first conversation we had on the phone. And he was able to vet very effectively, not only the concept, but my grasp of it and the way to execute on it through these sort of informal/pitches. So he had friends who are used to doing this, it would allow a good forum for him to get more information. Even though he wasn’t a potential investor in the idea, he wanted to learn more from me in a way that was not friend to friend, I think. My opinion is that it was a very practical move on Sam’s part to get the real technical details on me and in my approach to the business model that far in.

Josh Clemente: And then when I left, the meetings had gone very well, a few of the guys who were in there were like, yeah, I want to invest right away. Yeah, I would invest in this concept immediately. And so Sam texted me, it was just like, it went super well. When can you be back in New York? We need to talk. He would tell me over the phone if somebody wanted to invest or just make the intro via email. I could tell that he had, obviously, personal interest by this point. I think it was Memorial Day weekend at this point, and so I was down … I was at the beach somewhere, Jersey Shore, I think. I’d shared a ton of material with Sam during our jam sessions.

Josh Clemente: Like, for the next 48 hours, Sam was just nonstop action. My inbox was blowing up, spreadsheets are being created, documents are being created, business model concepts are being thrown around, new names for the venture, because Frontier Biometric wasn’t going to cut it. He was in there. And it was like he was doing forward work. We had just had those meetings with the third parties. And so I was like totally blown away. I was like, this guy, he’s doing work. He’s in there. He needs to get on board. I mean, this is great stuff. I wonder whether is this pro bono? Like, what’s going on? I didn’t really know what to think.

Josh Clemente: So I get back up to New York as soon as I can. And we just go back to the same WeWork and Sam is just like, “I want to be a part of this. This is what I want to do. I want to be in and I want to be CEO.” That was the moment. I mean, just like straight to the point. And we went deep on that conversation, just talking about like the mechanics of this going from a single person venture to a partnership. And we covered everything. It was that one conversation, we touched on what each of our personal strengths are, and how they can be complimentary to you taking this idea from something that’s being bootstrapped in a bedroom to something that can be, I don’t want to make it about financial outcomes, but be a billion dollar company. But more importantly, do the concept justice.

Josh Clemente: Sam had significantly more experience at the early scrappy stage startup level than I had in terms of the business and fundraising fundamentals. I had plenty of startup experience for how things get done, and how you got to be scrappy, and iterate and all that stuff. But I hadn’t gone zero to one with a business model before. And that’s why Sam made it very clear like, I can do this and I will do this. But this is how I want it to be structured and I think we should switch roles in the sense. And I’m all in. Like, I’ll drop everything.

Ben Grynol: Was that easy or hard?

Josh Clemente: It was definitely hard. I mean, first of all, I respect the fact that Sam just came straightforward and just said it. It’s like there can be so much hemming and hawing and like working your way around the reality of the situation. But Sam is just direct, this is what he does. And so him just coming out and saying that was like, you want to be what? I mean, that’s my role. And then it was just kind of a to the point discussion about why it makes sense. I have to say, I didn’t leave that conversation completely. It happened so quickly and I hadn’t put really any thought into that being a potential outcome, that I left that conversation still unsure what I should do.

Josh Clemente: But after like, essentially a single night of dwelling on it, thinking about it, talking to my family about it, it became obvious what the right answer was. And the right answer was to increase the likelihood of success by bringing on people who are better than me at the things that we need to do. And that’s exactly what this was, it was just that it was an opportunity. It wasn’t a detrimental moment for me are the opportunities with businesses, it was quite the opposite. One way Sam framed it, which I think was really clairvoyant was, you can be CEO, I’m not going to tell you can’t be, but I just don’t think you’re going to like it.

Josh Clemente: That was a really interesting thing, because I was like, why not? I mean, it’s kind of what I’ve been doing. And he just kind of described the way that there’s so much communication overhead, and there’s just this process of bringing in and retaining networking, and network opportunities that the CEO has to do. It’s certainly different than a hardware CEO in many ways. And it was all a core competency for Sam Corcos. He was like, I am doing this, and he kind of walked me through his networking approach, and all of that was extremely eye-opening to me. There was so many things that I had been doing zero of throughout my career.

Josh Clemente: So that’s kind of what started to make me realize that just because concept development came through me doesn’t mean that the sort of the CEO role is the right fit. That may be, in fact, an entirely poor fit for someone like me and the way I operate. Looking backward on that moment, I’m very grateful that we just went forward with the partnership as Sam sort of architected there because it freed me up to do the things that I am good at, and it freed him up to do the things he’s good at. I think we avoided a lot of potential complication by just having that candid conversation on day one. It was not day 3, not day 30, it was day 1. And that was like, it gave me a really good taste for how Sam does business and how it communicates.

Ben Grynol: It’s so funny, because like, being honest with oneself is something that it’s really hard to do. And when you find like great teams, let’s just use sports teams, when you find great teams, I don’t need to wear the C, I don’t need the captain’s logo, I don’t need to be like the goal scorer. Everyone knows their role. And people are very comfortable saying that person is better at whatever it is, putting the puck in the net from this like certain position on the ice. I’m going to be the person who serves up the passes to that person if you can be comfortable with that.

Ben Grynol: You’re just like, we’re actually getting way more points. We’re scoring so much more and we’re winning games. It’s hard when people are like, no, I want to score and other people say, I want to score as well. And then you just get this like ineffective workflow as a team. It’s just like so much better when you just sort of stick in the lane and everyone works together to make it happen.

Josh Clemente: Yeah. I mean, just the complimentary way that we were approaching problems from the beginning also stood out to me as just identifying where the areas I would automatically focus were. And many of those were on logistics and on hardware and acquisition paths to get this technology out there, future roadmap and that type of stuff. And Sam was immediately into the, how can we set up a system such that we can build a world-class team to execute on this? Who in my network can I tap immediately? And he was already starting with the connections and making the calls he needed to make to set those pieces in place?

Josh Clemente: I think, yeah, we had like the spectrum of needs covered. Sam wasn’t needing to get me to think, hey, who should we reach out to for a potential early pre-seed raise? And I wasn’t having to push them to think about roadmap. It was like, we just automatically moved into our respective comfort zones. Certainly, we push each other. Looking back, I think, I’ve learned a huge amount from Sam, and I hope I’ve been able to teach him a thing or two. But overall, it was so effortless the way that the responsibilities just kind of like fell into place. And we do a lot of collaborative thinking. But we have complimentary areas of expertise. And we can kind of defer to each other on those.

Josh Clemente: And not to mention, like the areas that we don’t have experience in like design and product. We instantly knew this is where we need to bring someone else in. So those conversations, those early conversations with Sam moved so quickly that we had a great understanding of where to look next to continue to fill out the team and build. And that was like, it very rapidly built my confidence that the right decision had been made, and that … It had gone in the span of two weeks or maybe three weeks from something I was coming to grips with losing to something that felt like it had infinite potential. I mean, it was bizarre how different that headspace was in that very short timeframe.

Josh Clemente: It really goes to what I believe is the most powerful lesson I’ve learned, which is something I learned previously at SpaceX, but I hope not to ever lose again. It’s just that it all comes down to the team. I mean, 100% of any business success comes down to the team. I truly believe that. I mean, I think the degree of success is variable depending on what you’re working on. But the fact that there is success is dependent on the team.

Ben Grynol: Right now it’s like the end of May, like Memorial Day just happened. Your inbox just got flooded. When did the first check come in?

Josh Clemente: So we incorporated on, I think, June 24th. Let’s see, so-

Ben Grynol: Actually, let’s rewind. Sam’s throwing names at you. Like he’s doing all these docs. I do want to know like, what is the first memo he wrote? That’s probably an interesting one. But like he’s throwing all these names around. When did it go from, like it went from Maple Biometrics. What did you call it?

Josh Clemente: We had Maple Biometrics, I keep calling it maple syrup. And then it became Frontline Biometric. That was when John Adam and I were going after my former boss at SpaceX, and then it-

Ben Grynol: And that’s like New York, like in New York when you’re pitching still?

Josh Clemente: Yep.

Ben Grynol: The health juice incident, it’s still Frontier. And then when did it become Levels? And how did that go down?

Josh Clemente: So right after Sam and I kind of came to an agreement there in New York, we started considering what needed to be updated right away. Because we were going to incorporate a new business, we’re going to like keep working on the Frontier, LLC that I had. And we put together a form that we sent out to, I think about 50 people with a bunch of names. Some of the names that I remember off the top of my head were Delve Metabolic, Symmetry Health. Let’s see. There was another. Frontier was on there. None of them really, I think resonated. The one that one was Delve, Delve Metabolic. And it just didn’t feel right. Is like, yeah, people voted for this, but they don’t actually like it.

Josh Clemente: Sam actually just texted me. And he was like, what about Levels? We’re measuring levels. Why don’t we just do that? I was like, “Yeah, that sounds about right.” It wasn’t instantly closed, like a done deal there. But once we started like turning it over in our minds after that, it started to fit. Then it just became the working name. Like we didn’t say, yeah, Levels is the name. It was just the working name as we started to refer to the project. And it started to like feel more and more natural. And then by the time we had the pieces in place to start incorporating, it had, by default become the name. We didn’t question it. So it’s kind of interesting. It’s sort of like an asthmatic. Just reinforcement.

Ben Grynol: Yeah. And it’s like such a strong name too. Like, it’s so easy in hindsight to be like, yeah, killer name. But like now, I mean, the name resonates with people, the way they talk about it, the way they feel about it, the way they reference it, the way we talk about it as a team, it feels like this really strong brand. And it has this association with it, where you can extrapolate the meaning, if you want to. Like, if you want to post-rationalize it, it’s like Levels, well, when we talk about measuring all these other analytes down the road, Levels. It’s the levels of those. And so it’s just funny how that all comes together.

Josh Clemente: Absolutely.

Ben Grynol: But it’s like June now, June 24th, and you’ve got this, you’ve incorporated Levels Health Inc. When did the first check come in? Like, how did that go down?

Josh Clemente: We had checks committed prior to the incorporation, that incorporation. Essentially, we were held for funding by the incorporation process. Looking back at my text messages between Sam and I at that time, it was something along the lines of Moshe and Joe have been talking since you left and they want to invest immediately. It was basically, that inertia from those earliest, literally the very first meeting we had with investors carried over and Moshe did invest. As Did Mark Gerson who was also in that office. And so that momentum that we built that first weekend, where Sam himself, I think, became convinced of the potential and personally invested in the idea, carried through and did not slow down.

Josh Clemente: I mean, that month from, say, the third week of May, through the third week of June, where we incorporated was just absolute like nonstop action. Just getting customer profiles built, getting the name nailed down, having conversations with not just potential investors, but also starting team conversations. We were both reaching deep in our networks to talk to anyone who might be intrigued by the business concept, because now we had sort of shifted gears from what I was doing, which was bootstrapping through to concept demonstration, and instead deciding like, we’re going to raise and we’re going to hit this with a bigger hammer. That’s kind of, I think, the main approach that … I needed team to help me see that, if that makes sense.

Josh Clemente: I had gotten so tunnel visioned in my approach, which was that I have to demonstrate this, I have to have the business fundamentals in place before I go race. For some reason, that was just ground truth. And so Sam’s saying, no, no, no. We need to get more resources and then we can solve this problem more effectively. And we can do it without as fast a timer, a ticking time bomb on our ability to execute as you currently have. And that was, in hindsight, totally the right move. And so we were able to just shift focus from having a pharmacy or physician network, like turning out access to CGM, and instead focus on building the team and having investor conversations with these early angels, which was highly educational.

Josh Clemente: He was telling us what the questions were that we hadn’t predicted yet and where the soft spots in our plan for execution were. And so that’s what that month consisted of, was just immediately diving in. We did a little assemblage, I think it was like two days. Trying to remember the exact date. It was sometime in June, potentially right before we incorporated or potentially right after, where we just met up with everyone in LA that we knew that might be interested. A couple of people like Nick Krasny, who have ended up being major supporters for us and have helped us out with internal strategy. And Andrew Connor, he had not yet joined yet, but that’s where he and I met was this little assemblage in LA. And so we just churn the crank and getting team and fundraising conversations from even before Sam and I had signed agreements in place between us.

Ben Grynol: And so you raised the first round was, nothing was institutional, it was just angels, independent angels. And it was 500, was that first round, I think. Right?

Josh Clemente: It was a kind of an ongoing rounds. It was a safe node that we continued. It didn’t really end.

Ben Grynol: It hasn’t ended to this day. It’s a stacked safe and still keeps it going.

Josh Clemente: That’s right.

Ben Grynol: Was Moshe the first check in.

Josh Clemente: I don’t think so. You know what, he was one of the first. But man, I really should know who the first check was. I didn’t have access to the bank account when it first opened. It took me a little while. So I didn’t see the first checks come in. So my memory bank lacks that milestone. But yeah, definitely got to figure out who the first was. We had a few people who just like … One person sent a wire before they even got the safe documents to sign. It was like we refined our pitching capability so quickly. I think we had about 500,000 in the bank certainly within a month of incorporating. So it was like, mid late July, we had about 500K in the bank and things were continuing to improve.

Josh Clemente: The assemblage, I’m remembering now was … So we incorporated on the 24th of June and the assemblage where we got a bunch of people into a house for two days to just brainstorm on it, on the concept was June 25th and 26th. We had actually already gotten David on board as a co-founder by this point. So I think David joined the week prior. So this was like June 18th timeframe when David, he and I knew each other, but we hadn’t seen each other in a long time. And Sam had stayed with them for a weekend and kind of was telling him about the new venture he was joining. And David was like, “This is crazy. I was just researching CGM. This is what I want to do. I will leave Google immediately. I want to join.” And we needed product. We knew that that was the weak spot on the founding team.

Josh Clemente: So that conversation just organically fell in place so quickly. And so now we had three co-founders and then going into the assemblage where Andrew Connor and I met, David and Andrew met, that continued the inertia. And then by one or two weeks later, we had a team of four. It was like, when you go from one person, one stressed out person to four, three of whom are much more capable in the areas of interest, software, et cetera, it’s just mind-blowing how fast things pick up.

Ben Grynol: We’re at 157 all time listens. The first episode has 39 listens.

Josh Clemente: How’s that happening?

Ben Grynol: Because of the forum.

Josh Clemente: Interesting.

Ben Grynol: A bunch of people just to watch forum have reached out and said they’re enjoying the podcast and I was like, you guys aren’t supposed to find this.

Josh Clemente: That’s funny.