#269 – How Levels got its start as a company setting out to solve the metabolic health crisis via CGM access | Josh Clemente & Ben Grynol

Levels, aiming to fix the metabolic health crisis with the use of continuous glucose monitoring (CGM) paired with an intuitive and educational app, was founded in 2019 by Josh Clemente, who eventually brought on several co-founders to help steer the startup’s ship. Josh Clemente and Ben Grynol discuss Clemente’s lightbulb moment for the concept, the networking process for gaining investor buy-in and taking the company to the next level, and the hiccups and triumphs along the way.

1:51 — The Levels origin story

Levels began because Founder Josh Clemente saw a healthcare access issue.

He wasn’t feeling his best and couldn’t really figure out what was causing this energy deficit that he had from day to day. Some days he’d feel okay, others he’d feel pretty low. He’d feel a lull. and so he started tracking his glucose through fingerpricks and taking that data and putting it into a spreadsheet. Eventually he heard about these things, continuous glucose monitors, and he tried to get one from a doctor, only to realize that there was a ton of friction in the process. Even though he wanted this tool, he wanted access to a tool that would help him understand his own health, he was prevented from getting it. And so that is where the mission came from. That is where the idea that he thought, “Hey, I have to be the one that provides access to these things on a larger scale.” It’s integral for more people to understand that they are in control of their health. They can get insight into the way food affects their body in the way that they consume things and the energy that it gives them.

41:27 — Clemente realizes that altering nutrition can provide a “superpower”

While working at SpaceX, Clemente came across research by Dominic D’Agostino, PhD, on the ketogenic diet, specifically in rodents. The research helped him better understand that not all calories are the same; the quality matters.

I had never believed that nutrition or that dietary factors had really made any difference in organism. My understanding was that every calorie is the same. A calorie is a unit of energy and the food you eat has some number of units of energy in it. And no matter where that energy comes from, it’s all the same. And this was the first time that I’d seen something that said just a simple change in where those units of energy are coming from completely changes the physiologic nature of this creature. Like it is no longer responding to its environment the same way. And in fact, it has these superpowers now. And of course the study wasn’t in humans, but it got my wheels turning. I started thinking,  “That’s pretty unbelievable. I would like to make sure that I’m optimizing myself for superpowers, if that’s possible, just by eating the right foods.

46:46 — The mainstream medical system doesn’t treat type 2 diabetes until it’s advanced

Clemente tried to get a continuous glucose monitor (CGM) from his doctor, but he was denied.

I called like the next day, called my doctor, set up an appointment and asked if I could get a prescription for a CGM. And I was totally shocked when he flat out denied me . . . [saying] “It’s for people who have an advanced condition of diabetes. You’re concerned about something that does not even need to be measured until you’re sick, until you have this condition. And not only until you have it, but until it’s really bad until it’s poorly managed.” I left that appointment very surprised and frustrated for two reasons. Firstly, it made no sense to wait until a system is totally broken to start tracking the metric that defines the illness. And that just did not make any sense to me. And then second,  why was I being prevented from getting access to my own body’s data?  Now, I understand the patient-physician relationship. I understand and embrace the healthcare system and healthcare workers and doctors. I think it’s really important that the expertise exists and helps people navigate sickness. But it is confusing to me that something along the lines of a CGM, which is just telling me what’s happening in my body would have this gatekeeper situation.

50:30 — Even seemingly healthy foods can spike glucose and lead to an energy crash

Clemente describes his experiences of high glucose after meals followed by crashes, a response known as reactive hypoglycemia, which can lead to fatigue and other symptoms.

I was actually trying a vegan diet at the time and as a total noob to the vegan diet, I assumed that what I was eating was very healthy. So it was brown rice, it was vegetables, it was sweet potatoes, bananas—you know, a lot of very healthy foods, avocado, quinoa. It hadn’t made a difference in my feeling of fatigue. And I put this device on, and I saw that every single meal I was eating, I was spending several hours—in some cases, upwards of three hours—in the prediabetic blood sugar zone, oftentimes in the diabetic blood sugar zone. And there was not a single meal decision I made for the first two weeks that was different. So every single thing I was eating was causing just total blood sugar destruction. And I’d be able to connect these like crazy highs and then this reactive crash that would come multiple hours later. I would get this flushness in my face. My hands would get tingly. Then a few hours later, I’d be crashing. That’s when I would want that nap. I’d be getting more coffee and I’m seeing this pattern like almost instantly. And so within that first two weeks, you I had enough, preexisting knowledge of the ranges, the concerns and the statistics around prediabetes, the ranges that are associated with them.  I knew pretty quickly this is a problem. I ended up talking to my doctor about it. He was pretty surprised, but essentially was skeptical was saying like, “Yeah, you might be borderline prediabetic, but you just need to eat better and work out more.”

59:40 — The next step in the Levels story was creating the product

At first Clemente set out to build the “Garmin of CGM.” But he quickly learned that he didn’t need to reinvent the CGM wheel, but instead create a user interface that would empower people to change their lifestyle.

Once the idea clicked that we can just use the hardware that exists, but build the interfacing layer with the end user, like build the operating system on top of it, it felt really freeing. It was like, “Wow, like more than half the work is done. The technology is out there. The wheel has been invented. Now we just need to build the horse-drawn carriage.” That’s kind of how it felt.

1:25:27 — Clemente uses pressed juice to illustrate a glucose rise

Right before a pitch meeting that he and Levels Co-Founder and CEO Sam Corcos were holding, Clemente grabbed a pressed juice from a juice cart. He used the glucose spike to show the benefits of CGM to a group of potential investors.

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 and 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. And I scan it, and 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. in my mind, everyone’s like jaw hit the ground. And I, I don’t know how hard it hit in, in the moment—I’d have to ask Sam—but it definitely, the point was made . . . 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.

1:41:30 — How the Levels name was born

In the concept’s infancy, the company didn’t have an official name. But Sam Corcos had a simple idea.

Sam actually just texted me and he was like, “What about levels? You know, we’re measuring levels. Why don’t we just do that?” And I was like, “Yeah, that sounds about right.” And it wasn’t instantly closed, like a done deal there. But once we started turning it over in our minds after that, it started to fit. And then it just became the working name. Like we didn’t say, “Oh yeah, Levels is the name.” It was just the working name as we started to refer to the project and it started to 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.

2:03:35 — Levels needed representation in the medical field

Levels Co-Founder Casey Means, MD, fit the bill to provide metabolic health expertise and more.

We weren’t going to be practicing medicine, but we needed somebody who understood rigorously the mechanisms at play in the metabolic systems and could provide the company defensibility and I think primarily just reputation that we could build on. You know, 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. And that 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? Like what exactly do we mean there? And it instantly crystallized after a conversation with Casey, I spoke with her and it was like, “Oh, we can get all of the above.”

2:43:33 — Levels co-founders get the opportunity to try CGM

They connect the dots between nutrition and their own health issues or symptoms.

And also along the way, like the experiences. Of the other co-founders initially experiencing CGM and then being able to walk them through the experience that I had had—that was a very rapid, I think, de-risking process for, for me mentally. You know, seeing little breakthroughs happen, little magic moments happen for them, whether it’s Sam with his morning oatmeal and like intense headache that he would get that he would blame on caffeine or lack thereof, or David eating KitKats in his first week while he’s moving cross country and seeing just this massive blood sugar response and the qualitative mental fog that he experienced—they were connecting dots so quickly and in such a similar fashion to what I had experienced that I was like breathing a sigh of relief.

Josh Clemente (00:00:07):

Why was I being prevented from getting access to my own body’s data? Now I understand the patient-physician relationship. I understand that it embraced the healthcare system and healthcare workers and doctors. I think it’s really important that the expertise exists and helps people navigate sickness.

(00:00:22):

But it is confusing to me that something along the lines of a CGM, which is just telling me what’s happening in my body, a, would have this gatekeeper situation where I have to ask for it and B, where I’m not the one giving access to the data. It seemed to me that I should be the one saying, “You can look at my blood sugar data,” as opposed to this person saying, “I cannot look at my blood sugar data.”

Ben Grynol (00:00:52):

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 along the way we have conversations with thought leaders about research-backed information so you can take your health into your own hands. This is a whole new Level.

(00:01:21):

Back in January of 2021, Josh Clemente, founder of Levels, he and I sat down and one day we just hit record. We thought, “Hey, why don’t we capture some of the backstory of Levels?” At the time, the company was just over a year old and a lot had happened. There had been a lot of momentum in the market. We had raised our seed round from Andreessen Horowitz and there was a lot of buzz in the media around this idea of metabolic health and access to continuous glucose monitors.

(00:01:51):

And so we thought, “Why don’t we retell the story of Levels?” Although the company was pretty young at that point and we’re still quite young, being roughly five and a half years in, there was a lot that had happened before Levels was officially formed on June of 2019. Josh had spent many years at SpaceX and that was where the insight really took off for him. He wasn’t feeling his best and couldn’t really figure out what was causing this energy deficit that he had from day to day.

(00:02:19):

Some days he’d feel okay, others, he’d feel pretty low. He’d feel a lull. And so he started tracking his glucose through finger pricks and taking that data and putting it into a spreadsheet. Eventually, he heard about these things, continuous glucose monitors, and he tried to get one from a doctor only to realize that there was a ton of friction in the process. Even though he wanted this tool, he wanted access to a tool that would help him understand his own health, he was prevented from getting it.

(00:02:46):

And so that is where the mission came from. That is where the idea that he thought, “Hey, I have to be the one that provides access to these things on a larger scale.” It’s integral for more people to understand they are in control of their health. They can get insight into the way food affects their body and the way that they consume things and the energy that it gives them. And so Josh went on this mission to start this company and eventually he met Sam Corcos.

(00:03:13):

And so that is when June of 2019, they formed this company, Levels. Casey Means, Andrew Connor and David Flinner then followed as co-founders. The five of them started this company with the mission of bringing metabolic health to the masses. The idea was that they wanted to make a major impact in the world in what is now one of the largest epidemics that we all face, the increasing concern in the world around people having poor metabolic health.

(00:03:39):

And so when Josh and I sat down, we thought, “Why don’t we retell this story? Why don’t we capture it? And why don’t we talk about our mission?” And so a lot has happened since we first recorded the podcast. Casey has come out with a book, “Good Energy.” If you haven’t read it, it’s a New York Times number one best-selling book, and it has made a huge impact in the world. Our team has grown, different members have gotten married, had kids, and we continue to evolve. But this has not changed our position on the mission we’re on.

(00:04:07):

Every day, we wake up hungry to make an impact in the world, hungry to bring metabolic health to the masses and make meaningful change with those that are along this journey with us. And so a lot of people have told us that they love listening to those first episodes. They love hearing the story of levels and how it evolved even though it was early on.

(00:04:26):

And so we decided to compile the episodes, the first episodes that we recorded into one long-form episode. Because people still reference that podcast. They go back to the beginning, they say, “How was Levels formed?” We thought no better way to do it than to retell the story in one long-form pod. Anyway, no need to wait. Here is the backstory of Levels.

(00:04:50):

We’re still just getting started. Might sound cliche, but we’ve got a long and steep mountain to climb to continue educating the world about metabolic health, and it’s something that we are driven to do every single day. So hope you enjoy. Appreciate you being along on this mission with us. Here’s Josh Clemente. So let’s dive into this, man. We’re going to go way, way back. You’re in grade 12 right now, so you’re in high school. Take me there. What’s going on?

Josh Clemente (00:05:26):

So it’s funny, I was actually homeschooled all the way through grade 12. So my mom was my teacher. I didn’t step foot into a classroom meaningfully until college, which… Well, actually given that this is grade 12, I started to do some community college classes that year. So I was driving up to Northern Virginia and taking just a couple core style classes to get familiar with what it’s going to be like when I go to college. These classes were mostly math.

(00:06:07):

I was on the track to start an engineering degree in my freshman year of college. And so I wanted to make sure that I had the college level intro math work out of the way, and that was, yeah, that was my initial introduction to the college world and classwork and having somebody teach me that was not my mom. As funny as that sounds. The reality of it is I actually did not really have a teacher for most of my coursework growing up because my mom, I’m actually one of nine kids.

(00:06:41):

And so my mom, she homeschooled all of us all the way through grade 12. And so by the time you’ve got multiple kids that are at different grade levels, you got to focus on the youngest ones so that they’re grokking the most important stuff. And you got to teach the older ones to teach themselves. And so that was kind of how I did things. I just used the textbook and dug in, read what I could, skimmed it. And then I would usually start at the problem set.

(00:07:08):

And so I’d go to the problems at the end of the chapter and start reverse engineering them, try to figure out based on right answers, what the concepts were. And I would just do that a bunch of times. And that was kind of my approach to learning all the way through college, was using the textbook. Not so much relying on in-class lectures, more so on the principles that I can kind of do on my own time.

Ben Grynol (00:07:32):

Where do you fall in the pack of your siblings?

Josh Clemente (00:07:36):

I am the second oldest. So I have six sisters, two brothers. I’m the oldest boy and the second overall.

Ben Grynol (00:07:45):

And so you, you’re doing this, you are being schooled, but you’re… I’m assuming you’re almost like the teacher too in a way?

Josh Clemente (00:07:53):

Yeah. I mean, in a sense. My mom definitely relied on us to help out here and there, but she did a pretty unbelievable job just keeping people moving. So I really didn’t spend too much time. I mean, I was definitely babysitting and holding down the fort pretty often given that I’m home anyway. But beyond that, most of us were taught to kind of do things independently when it came to coursework.

(00:08:15):

And then my mom would, she’d have grading sessions with each of us. So she’d go through everything that we had done that week, make sure we’re on track, make sure we kind of understand the concepts. Some of us did better than others. There was definitely a fair bit of exploitation of the rules. but-

Ben Grynol (00:08:30):

And siblings. And sibling.

Josh Clemente (00:08:33):

Oh yeah. And siblings, no doubt.

Ben Grynol (00:08:35):

And so then you finished. You’re 17, 18 at the time. Well, I guess you went to university a little bit earlier, community college, but you decided to go into engineering. And how did that come about?

Josh Clemente (00:08:51):

So when I was in high school, I had not really ever given thought to a career. My dad, he’s the type of guy, he’s done several different things, and he started out as a master home builder. So he had a construction company. He built houses and apartment complexes in California. He was a carpenter. And then he became a police officer. When I was kind of in high school, he was at that point in the FBI and became a SWAT team leader and was doing a lot of international travel for narcotics and weapons of mass destruction.

(00:09:24):

And obviously the early 2000s were fairly crazy for a variety of reasons. But he spent a good chunk of that decade traveling and in the Middle East. I kind of learned from him that careers are not something you necessarily have to commit to forever. It’s something that he showed that you can basically do anything you want as long as you’re willing to put in the work.

(00:09:51):

And so I hadn’t really given much thought to it. I was just like, “I’ll figure it out. And the one thing that was consistent was I loved machines.” I was utterly obsessed with cars and motorcycles and four-wheelers throughout my teenage years and had them wallpapered all over the place and spent tons of hours just researching both projects that I could do and then the pinnacle of automotive engineering. And I actually became pretty obsessed with Tesla in the pre-college days.

(00:10:27):

I thought that electric cars were the coolest thing ever. And so it became clear to me that the only thing I actually care about is these machines, and if I ever wanted to work with those, I would have to be an engineer. So it was basically, that was the transition was just I like building stuff. I particularly like cars and motorcycles and automotive engineering is the way to get into that.

(00:10:53):

So it was kind of a no-brainer. I mean, I don’t even remember the moment when I decided that engineering is what I was going to pursue. It was just at some point it became obvious that I had to submit an application and I just obviously applied for engineering because there was no second choice. So yeah, it’s kind of funny to think back on it. I really don’t remember even talking to my parents about it. It was just like, “Yeah, that’s what I got to do.”

Ben Grynol (00:11:17):

You decided in your own mind, you’re like, “Well, if I want to be a builder, if I actually want to be able to build things officially, that where people don’t think I’m some crazy person that’s not credible, I need the degree, I need the ticket.”

Dr. Casey Means (00:11:42):

This is Dr. Casey Means, co-founder of Levels. If you’ve heard me talk on other podcasts before, you know that I believe that tracking your glucose and optimizing your metabolic health is really the ultimate life hack. We know that cravings, mood instability, and energy levels and weight are all tied to our blood sugar levels. And of course, all the downstream chronic diseases that are related to blood sugar are things that we can really greatly improve our chances of avoiding if we keep our blood sugar in a healthy and stable level throughout our lifetime.

(00:12:17):

So I’ve been using CGM now on and off for the past four years since we started Levels, and I have learned so much about my diet and my health. I’ve learned the simple swaps that keep my blood sugar stable, like flax crackers instead of wheat-based crackers. I’ve learned which fruits work best for my blood sugar. I do really well with pears and apples and oranges and berries, but grapes seem to spike my blood sugar off the chart.

(00:12:41):

I’m also a notorious night owl, and I’ve really learned with using Levels, if I get to bed at a reasonable hour and get good quality sleep, my blood sugar levels are so much better. And that has been so motivating for me on my health journey. It’s also been helpful for me in terms of keeping my weight at a stable level much more effortlessly than it has been in the past. So you can sign up for levels at levels.link/podcast. Now, let’s get back to this episode.

Ben Grynol (00:13:11):

You go to university, you go through engineering, and then what happened after that?

Josh Clemente (00:13:24):

So my engineering program was not one of the better ones, and I was very aware of that. It was a small school. I got a decent scholarship there, which is one of the main reasons I went. But I was pretty aware that the job market was going to be intense and I needed to do something before graduation to set myself apart if I ever wanted to get into a place like Tesla. And so senior year, for most engineering schools, you have to do a large sort of milestone project.

(00:13:59):

Kind of varies depending on the program, but it’s typically called a senior design program or a thesis. And for mine, it was only supposed to be analytical. So you had to kind of come up with a concept, design it out with your team, perform all the analysis, essentially do anything necessary to prove out the concept on paper.

(00:14:20):

And I just decided that that wasn’t interesting or impressive enough to, this was my masterpiece, this is what I was going to rely on to get me a job. And I just did not feel that a piece of paper or a slideshow was going to get that across the finish line. So I actually decided to build the concept that we had specked out, which was basically this four wheel steering tube frame dune buggy type thing.

(00:14:51):

And the concept was that Hurricane Katrina had recently happened and there was all this debris and rubble and ambulances were having a hard time getting through these tight and fairly debris stream roads to get to people who needed to be evac’d. And so the idea was that this all-terrain vehicle with four-wheel steering would be able to navigate very tight spaces and would be able to crawl over all this stuff and get in there and get a few stretchers out.

(00:15:19):

So we checked it out, we designed it. The school wouldn’t give us any money to build it. And so my roommate and I basically financed and spent 40 extra hours a week every week in the shop building it. And initially our teachers told us, “This is crazy. You don’t need to be doing this. We’re not even going to grade it. We don’t care what you build. Ultimately what matters is whether or not you finished the project.”

(00:15:42):

And so we did it anyway. And it ended up winning the overall project award for the engineering school that year, and I was able to take that same presentation and apply to all of my dream jobs. So I applied to Tesla, I applied to several defense contractors like Lockheed Martin, Boeing, kind of the big names that I knew at the time. And I was applying for basically roles on cars and fighter jets.

(00:16:16):

I never thought I had anything in me beyond that. And I actually got a job offer at Tesla, and it was basically an internship, but it was at the design studio, which was at the time in Michigan. And so I was super stoked about this. I was getting ready to go, finishing up my summer job, and I was going to go take this internship. Actually, I need to back up. I hadn’t yet graduated. So I got this internship, it was going to be over the summer between my senior year semesters.

(00:16:53):

And so I was really amped up for this. And what actually ended up happening is that Tesla got a big loan and… or they got some financing, and they ended up shutting down that design office in Michigan and moving it out to Fremont, California. And what they said, I think what happened is because the design offices had no location, they didn’t have a job for me.

(00:17:19):

And so that was totally devastating. But the recruiter said, “You should just apply to SpaceX, and they’re our sister company. They’re looking for engineers. Maybe you can go there and then pop over here when we have a job again.” And I had never considered aerospace because I honestly didn’t think I had what it took. I assumed that aerospace was for people who had gone to space camp and graduated MIT and were top 1%. So I took him on his suggestion, I applied, and ultimately I got the call back.

(00:17:54):

It’s funny, in the interim, I was turning down jobs, other engineering jobs because I was like, ” I only really want to work at an Elon company at this point.” And I remember I got a call back from Lockheed Martin to go work on the F-22 program, and I was just like, “I’m not doing it. I can’t go take a government job when this opportunity is still out there potentially.” And so I turned down that job and instead I sold cars at CarMax for the summer.

(00:18:22):

And I remember eventually the call came through from SpaceX. And I used that same project that we had built senior year as my presentation. And that was what it took. It demonstrated that I can take theory and actually build something. That’s what SpaceX needed. They didn’t need the MIT crowd necessarily. They just needed people who could come in and knew how to weld, knew how to actually not just design, but also build and test. So yeah, ultimately I got the job on the spot and started, I think that same week. I fled to California, interviewed and was working four days later.

Ben Grynol (00:19:07):

What year is this when this is happening?

Josh Clemente (00:19:10):

That was August 2010 is when I started at SpaceX.

Ben Grynol (00:19:13):

Yeah, that’s what I was thinking. So you’re at this time, you finish up college, you’re in Virginia at this time.

Josh Clemente (00:19:20):

That’s right.

Ben Grynol (00:19:21):

And you’re sort of the, you’re like the small town guy in your mind. Right? You are just some person from Virginia that’s like, I’m dreaming of taking the leap. Going to…” Well, at that time it was, “I’m going to go to Michigan.” And so when Tesla moved to Fremont, it’s because they bought NUMMI, which was that old GM factory. I think that’s where they are right now. Right?

Josh Clemente (00:19:44):

That’s right. That’s right.

Ben Grynol (00:19:46):

So yeah, that was the 2010 era. And when the Michigan factory closed, what were you feeling? Were you sort of thinking, right? Because it’s like everything you dreamed of and then next thing you know, it’s like go build a rocket.

Josh Clemente (00:20:05):

I’m trying to think of the timeline here. I think I was supposed to start at Tesla. I was supposed to do an internship in my senior year, and then I was going to hopefully get the full-time job. And I remember there was a lot of murmuring that Tesla was actually going to go under, that they were bankrupt. It wasn’t going to happen. And so it was kind of bittersweet because what happened is they got this massive loan from the Department of Energy, I think it was the winter of 2009, so it was December 2009, the company was going to shut down.

(00:20:40):

I had this internship, but I’m reading all this devastating news that they weren’t even going to be around. And then the loan came through and I was super stoked. I’m like, “This is amazing. Everything’s going to be great. I’m going to go walk into an even better situation than I had imagined.” But and then they say, “Oh, because of this loan, we have this…” I think they were relocating to NUMMI. And so they had this new opportunity. They were going to, it’s going to be great, “But unfortunately you can’t come and work with us.”

(00:21:07):

And that was, “Or at least not now. Hopefully you can reapply when we have another slot.” And so that was just crushing. I can remember that pretty vividly, finding that out. And then the recommendation to go to SpaceX, I didn’t really know much about SpaceX because I had this obsession with cars. And even though I knew Elon was doing the side project, it was much more under the radar. Again, like I said, I just didn’t consider myself to be aerospace material at the time. The idea was sort of a reach in my mind.

(00:21:39):

And so when I did apply, I started to just obsessively catch up on what SpaceX had accomplished. They were doing some amazing stuff out in Kwajalein. So they’re on these islands in the Pacific Ocean launching small rockets, and they had actually not made it to orbit at this time, so they were not a successful space flight company yet.

(00:21:59):

And so they’re basically bootstrapping an orbital rocket on this tiny little island where people are essentially commuting to it by boat or by helicopter, airplane, and it’s outrageously corrosive. They’re failing to get to orbit. Three rockets had blown up. It sounded like just this insane novel. And it was really exciting. The more I read about it, the more obsessed I became with this team and the underdog mentality they were taking.

(00:22:29):

So just before I got the job, they made it to orbit and then they made it to orbit with their larger rocket, the Falcon 9, shortly thereafter. And so I was, at that point, I was so convinced that this company was going to be just like none other, that I had decided to just pass up on all opportunities and either get into Tesla or get into SpaceX, that there was no alternative. I was going to make it happen, so.

Ben Grynol (00:22:58):

You were burning, what’s that saying? Burning the boats, pulling up on shore and burning boats.

Josh Clemente (00:23:05):

That’s right, burning the boats. And I was raving about it to all my friends. And it sounded kind of crazy because I was actually working at CarMax making something like $12 an hour selling minivans. But I learned a lot at CarMax too, just about, it was a sales job. And I spent the summer after graduating, I had this engineering degree. My parents wanted me to get out of the house and go start my life, and I was just like, “Just give me a few months.

(00:23:28):

I got to get the job I want, otherwise I’m going to go crazy.” And so it was a good opportunity to learn something new. I mean, I had to sell used cars. And that’s actually pretty tough, I think, to just get in the mindset to do so. I loved it actually because I got to drive the cars too, and it was fairly short-lived. It got me my three months of income while I waited for the call that did come.

Ben Grynol (00:23:57):

Yeah. Plus, I mean, doing something like that, you have no choice but to build a lot of trust and empathy. Right? You’re selling a product that is already inherently hard to sell when it’s new because of the stigma that comes with car salespeople, but then take the used approach. It’s like that alone, I can imagine has its own its own endeavor. But it’s funny, so to go back for a sec, the funny thing about SpaceX is you said it was a side project, which it was, that’s how it started out. And you were looking at SpaceX before anyone even really was thinking about it.

(00:24:39):

Right? It was sort of like you were either in that world or you weren’t, but it wasn’t a household name the way it is now because of exactly what you said. Right now, it’s this mecca that people aim to go be a part of because of what it is, what it stands for, and really the impact. Right? It seemed like some wild dream of a project, and now it’s come to fruition where it’s like, “No, this is happening.” There are rockets that are going into the sky and landing back on this earth. That is really hard to wrap one’s mind around.

Josh Clemente (00:25:18):

Yeah. I mean, it was nothing like that at the time, that’s for sure. So the goal was just to catch up to mainstream aerospace, to be able to build a rocket that puts something in orbit and falls back and disintegrates in the atmosphere and you build another one. So that was the dream at the time, was just to be a part of that underdog story. And looking back on it now, or looking at SpaceX now, I mean, it’s a very different beast. It’s like you’re saying, I mean, it’s paradigm shifting.

(00:25:48):

The technology that’s being developed there, both the reusable rockets, but also the Starship like heavy lift capability, and then Starlink, which is going to, I think provide broadband-like connectivity for potentially the entire globe. So just a lot of secondary effects I think from, or just outcomes that couldn’t have been predicted from my vantage point back then. I had no idea that it was going to go that direction. I don’t think anyone really did. So I’m just obviously very grateful to have had that recommendation from that recruiter, Aaron.

Ben Grynol (00:26:28):

Thank you, Aaron. So then you worked at SpaceX for, what was it, six years I think?

Josh Clemente (00:26:32):

Yeah. So I was there until 2016. I started in 2010 and it was, yeah, I was employee 678 I think. And by the time I left, it was over 7,000. And I started out doing manufacturing work. So I was a manufacturing engineer. Basically, I would take a design and get it scaled for production, get it integrated into the spacecraft or the rocket. So the spacecraft was Dragon and the rocket was Falcon 9.

(00:27:03):

So I was just working on a variety of projects. There would be some mechanism. The exterior structure that supports the fuel tanks for the spacecraft was one of my projects. This composite carbon fiber cap that sits on the top of the spacecraft and prevents it from, well, it eliminates aerodynamic forces and heating or protects the rocket or the vehicle from them during ascent, a whole number of similar sort of scattered projects that I was responsible for getting up to production scale.

(00:27:34):

And so I did that for several years. And then I moved into a role called a responsible engineer, which is basically the design side, design analysis, and all the way through to flight. So you can kind of think of them as project managers or product managers maybe. So you take a blank sheet idea and make sure that ultimately that that idea solves the design objectives and flies.

(00:28:03):

And so I did that for basically the rest of my time at SpaceX, but moved from sort of structural systems into thermodynamic systems. So pneumatics, pressurized gases, pressurized fluids, systems that are mechanized and typically move, detach at some stage of flight. And then ultimately I spent the last two or three years doing life support systems design.

(00:28:31):

So similar pneumatics and thermodynamics, but breathing apparatus primarily. So developing really the first life supporting systems at SpaceX. I think I was the fourth person to go into the life support team. We first developed a platform that would send mice up. And so that project, I think we sent 60 something, 60 mice on the first flight.

(00:28:56):

And it was basically a test bed to see if our carbon dioxide scrubbers, our oxygen injection systems, our fire suppression if necessary, all of these systems, see if they function, see if they kept the mice in the livable regime inside the vehicle. And then from there, ultimately was promoted up to run the pressurized life support systems team. So that was the group that was developing all of those same apparati. So everything from the breathing apparatus to the system that controls the cabin pressure.

(00:29:28):

So when you’re in the vacuum of space, there’s no air pressure outside the vehicle, but the inside has to be at 14.8 psi, the same that it is at sea level. And so there’s a whole kind of complex valve mechanism and pressurization system associated with that. Fire suppression, the systems that connect to the space suits to continually purge air through them to keep the astronauts cool, kind of all of that stuff. And that’s what I did up until my final days there.

Ben Grynol (00:29:59):

You talk about your final days. What was the catalyst for moving on?

Josh Clemente (00:30:05):

Well, the environment was extremely stressful all the time. And in some ways you really get addicted to it. Everyone’s in it together. Everyone’s about the same point in their career or at that time, we were all similarly along our trajectory. We kind of all got into this almost race to the bottom in terms of the way we were living our lives. We were spending every hour at work. We were eating all of our meals there, we were sleeping there.

(00:30:39):

I think the environment was extremely entrepreneurial. So there were two factors involved at once. One was this draining, very stressful experience where you’re not entirely sure how long you can physically maintain the rate that you’re trying to execute at. And then the other is you’ve been exposed to a really amazing success story. You’ve been a part of it. And some of us just have this entrepreneurial thing inside of us that you just want to go and do it yourself.

(00:31:10):

You want to try to do something similar somewhere else. And so I spent just a huge number of hours with my friends. We’d be working and just talking about what else we could do, what could we build, what could we start? And I finally got to the point where I felt I got through the critical design reviews, or my team did.

(00:31:32):

They were doing all the hard work at that point, but we finished up the design package for that life support program and had gotten through a ton of acceptance tests and qualification tests for all of the components that were being designed and developed. And it was just a big moment. And that was the final approval by NASA to proceed and essentially build these systems and start to integrate them into the vehicle for flight.

(00:31:58):

And that was a huge moment. It was like design was locked down, it was done. Now you build it and fly it. And I kind of decided, “You know what? It’s going to be a few more years until this system flies and I can stay here. I can keep kind of hacking it and I think I’ll do really well, or I can go out and see if I can really cut it as an entrepreneur and do this thing that’s just been in the back of my mind forever.” I didn’t really have any startup idea.

(00:32:27):

I kind of felt that if I don’t separate myself from the essentially all encompassing SpaceX environment, I won’t ever give myself the time to come up with the idea, to seize on what I want to do. And I just wanted to be sure that I gave it a shot. I wanted to take some time off, try something different, different work-life balance experience, just see what it’s like. See if I come up with something that I wanted to pursue. And honestly, in the back of my mind, it was always, “If I don’t, if this fails, I’m just coming back here because I know.”

PART 1 OF 7 ENDS [00:33:04]

Josh Clemente (00:33:03):

I’m just coming back here because I know that I love this and I could definitely do it for longer. So, it was interesting. It was just a very bittersweet moment where my responsibility set could be handed off at that point, and it was just a good inflection time. I had to either leave then or stay several more years.

Ben Grynol (00:33:20):

And so then you decided to leave, but you didn’t go do something right away, I don’t think, right?

Josh Clemente (00:33:27):

Well, I took three months off and I traveled all over the place. So, I went actually around the world. I went west to east and headed out to Indonesia, Singapore, spent some time in Europe and then came back. And during that trip, I started brainstorming this concept that my dad had. He was in the FBI, he was on the SWAT teams. He’s a very mechanical guy, and he designed a concept that could help essentially people, rescue teams or SWAT teams, get into second, third, fourth story windows, into airplanes that are on the ground, into elevated situations quickly and effectively without exposing themselves to danger. And this design, it’s called an Elevated Tactics System. He patented it in the nineties. It was a pretty basic design, but it was really successful. And he wanted to revisit this project and essentially produce the evolutionary design for it.

(00:34:28):

So, I spent some time right after SpaceX, essentially I was going to go straight into this and start a company and try and get some funding, but there was no real design, and in order to get some traction, it was clear that there needed to be a little more groundwork. So, I spent some time designing just in CAD, starting to put together an idea for what this design could be. But I decided that I was going to, rather than just do this full time, which could take up to a year, I was going to take this other opportunity, which promised much better work-life balance, but would help pay the bills, which was Hyperloop. And my good friend was over there. He and I had worked together at SpaceX, and Hyperloop was essentially a space vehicle inside of a tube, which is actually a train. So, you take a tube, connect two points, hundreds of miles apart, pull all the air out of it, and you put this little levitating pod in there, and it uses magnetic levitation similar to the trains in Asia.

(00:35:31):

And because there’s no air in the tube, it has very little aerodynamic resistance and it’s extremely power efficient, energy efficient. And so, I decided to go kind of take my spacecraft development expertise and use it at Hyperloop, and on the side I was going to moonlight and do this Elevated Tactics System design. And that is ultimately what I did. I spent a year there and it was a really interesting experience. I got some more kind of exposure to the world of business and startups, and it was a very well-capitalized company. Definitely had some unique experiences there. It was not like SpaceX, but we did some cool stuff. And at the same time, I was able to get a design cranked out, which I then left Hyperloop to go pursue full-time after that.

Ben Grynol (00:36:20):

So, this is like you did it independently, but your pops was the one who had conceptualized this thing and you’re like, “Hey, I’m going to go build this.”

Josh Clemente (00:36:31):

Yeah. So my dad, he was involved. He started a company with one of his old business partners, and like I said, he patented one way back, but it was like the garage version of it. I mean, it was really an awesome design. When you look at it now, it’s really well-conceived of, but it wasn’t optimized. And som what he wanted was to achieve a much better set of capabilities and it needed professional engineering to get there. And so, yeah, so I designed that system. There’s a patent pending on it, which maybe at some point will come through, but it’s a very weight-optimized design. So, you can get 10 people with body armor into and out of a 28-foot elevation point of interest in seconds, and it can mount on top of an armored vehicle.

(00:37:25):

And so, this allows you to very quickly and without exposing yourself by, say, climbing a ladder, get a whole team up to a point. And whether it’s for hostage rescue or anything similar, it can be done in a much more tactically efficient and effective way. And so, yeah, that was a really cool project. It’s actually still ongoing. There are some international contracts for it, and my dad is doing that as one of his many careers.

Ben Grynol (00:37:55):

So, you did this, and then was the goal to raise money around it? How are you thinking about the actual go-to-market for it?

Josh Clemente (00:38:04):

Well, because there was already a bit of awareness that these types of things are out there, the design that my dad produced back in the nineties was bought by the French Special Forces. And so, he felt, based on his contacts, his Rolodex, that he could easily find customers, but it was more a matter of just building a prototype. So, his business partner ended up actually bankrolling that prototype, which we used pretty effectively. We shipped it to a few conventions, one’s called Milipol, it’s like the largest defense convention probably in the world, but certainly in Europe.

(00:38:43):

And so, we unveiled this project in 2017 in Milipol in Paris, and ended up getting quite a few bites that ultimately started to, I think several of those have turned into pending contracts. And so, it was really cool because rather than having to raise a large sum of money, you can demonstrate a prototype that meets certain requirements and then get a letter of intent, and then get essentially advance payment for the contract terms and proceed into production. So, that was the kind of business plan there.

Ben Grynol (00:39:15):

And so, you do this and things start going forward. And then, what were you thinking as far as your next move? You stayed at Hyperloop for a little bit, and what were those next steps? You’re trickling along in this journey to what we’ll get to in a bit, which is where we are now, current days, Levels. So, what did that look like?

Josh Clemente (00:39:38):

Yeah. So, by the time I was working on that Elevated Tactics project, I already had my idea sort of percolating. And it was due to-

Ben Grynol (00:39:48):

[inaudible 00:39:48] Levels, you’re saying?

Josh Clemente (00:39:49):

That’s right. The Levels’ idea was percolating. And the way it kind of played out was, while I was at SpaceX, I read a pretty fascinating paper. Actually, there were several of them from Dominic D’Agostino, and he’s a researcher, ketogenic researcher in the University of South Florida. And so, I was designing an oxygen breathing system, and this would never happen on the SpaceX vehicle. But I was thinking about worst case scenarios where you have a high pressure, high oxygen environment, which is dangerous because it’s flammable, but it’s also dangerous because it can cause a central nervous system toxicity where basically the reactivity of having all that oxygen present causes seizures and potentially death. And so, I was just thinking about this failure mode, and I read this paper from Dom, which talks about this scenario.

(00:40:41):

It was, I think, specifically being targeted towards divers who could also see this happen. But the paper touches on how, when in a ketogenic state, these rodents, these were mice or rats I think the study was done on, but when in a ketogenic state, meaning their bodies are primarily running on ketones which are a form of fat, they can live five times longer in these high oxygen, high pressure environments without central nervous system toxicity or without seizure. That study totally stunned me because it seemed impossible, and there were a few follow-ons that were done to show that effect as replicable. And the reason it stunned me was because I had never believed that nutrition or that dietary factors had really made any difference in organisms. My understanding was that every calorie is the same. Calorie is a unit of energy, and the food you eat has some number of units of energy in it.

(00:41:48):

And no matter where that energy comes from, it’s all the same. And this was the first time that I’d seen something that said, actually, just a simple change in where those units of energy are coming from completely changes the physiologic nature of this creature. It is no longer responding to its environment the same way. And in fact, it has these superpowers now. And of course, the study wasn’t in humans, but it got my wheels turning. I started thinking, that’s pretty unbelievable. I would like to make sure that I’m optimizing myself for superpowers if that’s possible, just by eating the right foods.

(00:42:25):

And so, I was at SpaceX at the time. I have many pictures of me sleeping under my desk because I’m pulling 50, 60 hour stints at the office. And I was very much burning the candle at all ends at the time, eating whenever I could, sleeping whenever I could, working out as often as possible and as hard as possible. And so, I was just in this really, really elevated state of stress and I was not feeling healthy. This really played into my decision, I think ultimately to leave SpaceX was just, I felt so overwhelmingly fatigued all the time, mentally and physically. My family kind of refers back to that time.

(00:43:13):

And apparently, I was just a different person. Just my mental faculties were so focused on my work and I was just not, my personality had changed. I was not, I didn’t have my sense of humor. I just was very, very, I think, mood affected by what I was going through. And I also just felt horribly unhealthy despite being physically fit. So, all of this stuff is happening. I’m reading this paper, which blows me away, and that got the wheels turning. Maybe I’m doing something totally wrong. I had at the time asked my doctor, I basically walked into the office and said, “I have a terminal illness. Please help me find out what it is because something’s totally off.”

Ben Grynol (00:43:56):

Cognitively, you felt off. Physically, you’re trying your hardest to work out, and-

Josh Clemente (00:44:01):

Yeah.

Ben Grynol (00:44:02):

… you’ve convinced yourself at this point that something is not right.

Josh Clemente (00:44:05):

That’s right. Yeah. And so, I basically told my doctor, “Something’s got to be wrong. Can you help me figure this out?” And so, around that same time, I read the study, and my doctor had taken a bunch of blood work and everything came back. I think the one recommendation was, “Your vitamin D levels are low, so you should get more sunlight if possible,” which wasn’t surprising because I was indoors literally 23 hours of every day. And the one hour I was outside, it was dark.

Ben Grynol (00:44:32):

And sleeping under your desk.

Josh Clemente (00:44:33):

Exactly. And so, that experience got me thinking a lot about the other elements of health besides physical fitness. And so, anyway, I moved on to Hyperloop and the entire time I was at Hyperloop, I was designing that system, that side project, but I was actually more interested in reading papers on human physiology, metabolism, and it became just sort of this side thing. And I just started to get fascinated by it, which was very interesting because I loved chemistry growing up, but I wasn’t much of a biology person. And I think the reason was it was very detached.

(00:45:14):

I was reading about single-celled organisms and stuff, but reading about how the human body works was this really fascinating thing. And so, I kind of threw myself into it. And I started experimenting, while I was at Hyperloop with, I mean, I actually started this at SpaceX, but it continued through Hyperloop. It was about a year that I was pricking my finger to measure blood sugar, and I was getting continuous blood work from my doctor, and I didn’t really have much figured out. I wanted to try the ketogenic diet, I wanted to try a vegan diet. I wanted to try basically every diet out there and find the right one for me and make sure that I was basing that decision in objective data.

(00:45:55):

So, that was happening while I was at Hyperloop. And then, sometime late 2017, around the time that we brought the truck, the tactic system out to Milipol, I read a book called Wired to Eat that had just come out from Robb Wolf, and that book talked about eating for a balanced blood sugar. And so, I’d already been pricking my finger with a blood glucometer based on just reading something or a friend recommending it, but I hadn’t figured, nothing had come to light. It was just a bunch of points of data that were scattered. They were not informative. But I read this Wired to Eat book, and the idea is that you design a diet based on your blood sugar. And in the back of the book, there’s this mention of a continuous glucose monitor that you wear all the time and it gives you a full-time data stream.

(00:46:46):

And I was like, oh man, that would be awesome. My fingers are black and blue from this pricking thing I’m doing. And so, I think I called, the next day, called my doctor, set up an appointment and asked if I could get a prescription for a CGM. And I was totally shocked when he flat out denied me. Was just like, “Definitely not. That’s kind of ridiculous to even ask for it. It’s for people who have an advanced condition of diabetes. Honestly, you’re concerned about something that does not even need to be measured until you’re sick, until you have this condition. And not only until you have it, but until it’s really bad, until it’s poorly managed.” I left that appointment very surprised and frustrated that, for two reasons, firstly, it made no sense to wait until a system is totally broken to start tracking the metric that defines it, that defines the illness.

(00:47:44):

And that just did not make any sense to me. And then second, why was I being prevented from getting access to my own body’s data? Now, I understand the patient-physician relationship. I understand that, I understand and embrace the healthcare system and healthcare workers and doctors. I think it’s really important that the expertise exists and helps people navigate sickness. But it is confusing to me that something along the lines of a CGM, which is just telling me what’s happening in my body would be, A, would have this gatekeeper situation where I have to ask for it, and B, where I’m not the one giving access to the data. It seemed to me that I should be the one saying, “You can look at my blood sugar data,” as opposed to this person saying, “I cannot look at my blood sugar data.” So, that appointment experience kind of triggered something in me, and I started to look into the healthcare side of things, like how rampant is blood sugar dysfunction?

(00:48:45):

Is this something that more people should be worried about? And that unearthed this huge can of worms where I started to realize that this is actually a really huge problem, and diabetes is nowhere near as rare as I would have believed based on the appointment with my doctor. And so, I became increasingly interested in getting my hands on the CGM. And ultimately, I did get one from a friend of mine who had, he had gone to Australia and brought some back in his backpack because they’re over the counter there.

Ben Grynol (00:49:19):

Gray market.

Josh Clemente (00:49:20):

Gray market situation, yeah. I mean, I had tried everything. I was looking on eBay. Every once in a while, they’d be listed on eBay. I would try and buy them and then it would not come with a reader or something and it wouldn’t be useful. I was trying for several months, a better part of a year, really, to get a CGM. And so, it was early, I think it was early 2018 January or something, I got a CGM. I put it on, and at this time, I was still struggling with a bunch of fatigue issues. I was working a much lower stress job. I was definitely doing multiple things at once, so I was spending my extra hours designing the side project. But I expected that I would’ve felt better I was not. I basically needed to take a nap every day.

(00:50:07):

I had at least, and this is no joke, like 10 cups of coffee per day. This is on a Mr. Coffee. So, I was drinking, I was drinking a full pot of coffee every single day essentially. I was just not feeling good at all. And I got the CGM, and all of a sudden, a light bulb clicked week one. So, I had been experimenting with diets because I was actually trying a vegan diet at the time, and as a total noob to the vegan diet, I assumed that what I was eating was very healthy. So, it was brown rice, it was vegetables, it was sweet potatoes, bananas, a lot of very healthy foods, avocado, quinoa.

(00:50:48):

It hadn’t made a difference in my feeling of fatigue. And I put this device on and I saw that every single meal I was eating, I was spending several hours, in some cases upwards of three hours in the pre-diabetic blood sugar zone, oftentimes in the diabetic blood sugar zone. And there was not a single meal decision I made for the first two weeks that was different. So, every single thing I was eating was causing just total blood sugar destruction. And I’d be able to connect these crazy highs and then this reactive crash that would come multiple hours later to my feelings of facial, I would get this flushness in my face, my hands would get tingly, and then a few hours later I’d be crashing.

(00:51:36):

That’s when I would want that nap, I’d be getting more coffee, and I’m seeing this pattern almost instantly. And so, within that first two weeks, I had enough pre-existing knowledge of the ranges, the concerns and the statistics around pre-diabetes, the ranges that are associated with them. I knew pretty quickly this is a problem. I ended up talking to my doctor about it. He was pretty surprised, but essentially was skeptical. He was saying, “Yeah, you might be borderline pre-diabetic, but honestly, you just need to,” something along the lines of you need to just eat better and work out more. And at the time, I’m a CrossFit trainer, I’m working out every day. I’m eating a vegan diet of all home cooked meals. That was clearly not cutting it.

(00:52:22):

And so, it was that early January, February timeframe. I had just used the CGM, and the moment that it all came together, this is going to sound lame, but I was actually in the shower and I was just sort of envisioned what the ultimate experience would be for me, what I needed to make better decisions. And it was this system, the CGM, but the form factor was terrible. I had to use this third party device that I carried around in my pocket. It didn’t connect to my phone at the time. The device was monochromatic, I couldn’t zoom in on the data. I was tracking what I was eating in this separate Excel spreadsheet. Everything was a mess.

(00:53:02):

But what I needed was just one central place where I could track my blood sugar, how it is affected by these decisions, and make iterative improvements, close the loop between everything I was doing and the way it was causing me to respond. And so, I’m in the shower and I’m just like, this is it. I just have to provide that system better accessibility to these devices to people like myself who may not know but want to try to do things better.And I’ll just start doing this. This could be a game changer. It’s exactly what I need. I am an example of all of these people that I’m reading about that are out there, they have no idea what to do. This could be a really interesting project.

(00:53:46):

And I was like, I’ll call it Maple Biometrics. And that was kind of a play on words because it was like, maple being maple syrup, it’s this sweet substance in the tree. I was like, this is tracking the sweet substance in our blood. So, it was this kind of silly idea. But I got out of the shower, told my girlfriend, “I’m starting this company, it’s called Maple Biometrics. I’m incorporating it right now.” I actually sat down and filed an LLC 10 minutes later and started putting pen to paper on what a business plan could look like, putting a slide deck together to just get my thoughts down.

(00:54:24):

And a friend of mine convinced me Maple Biometrics is a terrible name. Call it something like Frontier Biometric. So, I was like, “All right, fine, I’ll do that.” So, I then switched the name to Frontier Biometric because it’s like cutting edge, it’s talking about the future. It’s like the beginning of a very new era where people have access to their own data, they have access to the information they need to be healthy. So, it felt like a good name. And, yeah, that was it. I basically, it was right around the time that I had finished up the design for the other system, and I was not super interested in pushing the government sales cycle for that tactics’ vehicle. So, it was kind of a clean break. I was able to step away from that project and throw myself into this one.

(00:55:09):

Yeah. That was early 2018. Just had kind of had that light bulb moment of Maple Biometrics, this is the thing, it’s going to be, it’s what I need. And because of the scope of the problem, it’s what actually a lot of people need, but I’m not going to be able to convince people that they need it for this underlying problem that they don’t know about, right? It was like, there’s this complex situation where I didn’t know I had any problem going on. 90 million adults don’t know they have a problem going on. 84% of that 90 million don’t know they have a problem going on. So, it’s sort of like, how do you sell to someone who doesn’t know they have a thing that they need to worry about? And then, it became clear, well, if you just make it a really compelling product in and of itself, better information is typically better. And I kind of initially got into this because I just wanted better information about myself.

(00:56:05):

I was trying to figure out what was going on, to find an edge and geek out a little performance and work. And so, that felt like, if you can build a compelling offering that solves that problem of accessibility of the new technology, actionability of the data it produces making it super insightful and immediately value-additive rather than needing to go down some rabbit hole of research, this is the thing I want, and it could be super compelling as a consumer product to many people. And as a result, if you can maximize distribution of this thing, you’ll end up getting to those 90 million people or some fraction of them who don’t know they have a metabolic concern just as a byproduct of having a really successful mainstream product. So, anyway, all that sort of clicked at one time when I was deep in the research, but then I was kind of finishing up my other project, the SWAT vehicle project.

(00:57:08):

It came together at the prime moment. I was considering going back into another engineering gig, and it just hit me, like this is what I actually want to do and it’s such a prime opportunity because I’m so into it. And also, it’s such a huge opportunity in terms of the market space and the potential to have all of these interesting components at once. Hardware, software, research, breakthroughs in bioscience. It just felt like a once in a lifetime opportunity. It kind of all came together in one moment. So, we touched on how I immediately started an LLC. Just wanted to sort of put a stake in the ground and basically just to start charging my time to a self-employment project, cover my bases, and have something that I could print some business cards out for and start going to conventions to talk to people who knew more about this stuff than me.

Ben Grynol (00:58:01):

Is that the first step to a good business is printing business cards?

Josh Clemente (00:58:09):

Well, yeah, I think it is. People won’t answer your questions if they don’t know who you are or what you’re doing. So, no, there were many steps before that. But that was one of the first things, I want to make this legit. I want to make this official. And it felt, one of the cool things about this project is that it felt so tractable from the very beginning because the hardware problem is not the problem that needs solving. I definitely spent a huge amount of time when I was doing this whole research thing thinking about, all right, I’m going to have to design the Garmin of CGMs. That is what needs to happen because it will remove the stigmatization of the medical device, it will be approved for a general wellness rather than for medical indications.

(00:58:50):

It can have exceptional software that does all the things I want to do. And then, as I got deeper and deeper into that sort of vector, it became obvious that, well, that comes with five years minimum of development. And if you’re lucky, development and you’ll get through clinical trials. Whether or not you want this for medical indications, the science is just not ready for a non-invasive CGM. And as long as it’s invasive, you’re going to need to get FDA approval it seems.

(00:59:19):

So, I was like, well, maybe I can take on a non-invasive CGM hardware project. And then, you’re thinking about essentially solving the hardware miracle that no one else has solved yet. And that just doesn’t seem, it’s basically a hope and a prayer to ever get to the point where you could start to commercialize what you ultimately want, which is a behavior change product. Once the idea clicked that we can just use the hardware that exists, but build the interfacing layer with the end user, build the operating system on top of it, it felt really freeing. It was like, wow, half the work, more than half the work is done. The technology’s out there, the wheel has been invented, now we just need to build the horse-drawn carriage.

Ben Grynol (01:00:02):

Yeah.

Josh Clemente (01:00:03):

That’s kind of how it felt.

Ben Grynol (01:00:05):

And so, you said Kate was relentlessly supportive of maple syrup, which she called it. And so, you took these steps, you started experimenting, you started researching, and when was it that you were like, “Okay, I can’t go at this solo.”

Josh Clemente (01:00:22):

Well, it went on for some time. So, 2018 was a tricky year. I had that initial moment of realization in, I think it was March. I had already put together a ton of background research, but I started to compile it into essentially a business plan, bringing together all of these disparate ideas into a single like, here’s the area of focus. Increase accessibility and increase action ability through software. So, there needs to be, and I was very familiar by now with [inaudible 01:00:56] and some of the others that were doing sort of a direct to consumer telehealth play. So, that business model fit right on top here. It was like, that’s the access pathway for CGM, and then the actionability means software. But, I was thinking, we can punt that. The software part, if I can just focus on getting access to the CGM technology, that’s kind of the first step in my mind.

(01:01:18):

So, that was early March. I was winding down my other project. Kate was starting her nursing program in Philadelphia. And so, I’m out in LA at the time, still doing engineering work, still traveling a little bit for the SWAT project. And by summer of 2018, Kate was already in Philly. And essentially, I wanted to move to the East coast and just make things easy on us. I had no real reason to be in LA anymore, and I wanted to work on this project, and it felt like this project is going to be a solo operation for now. I can be anywhere, don’t really need to stay in LA, even though I love my friends out there, I love the area. So, I was kind of doing a lot of research, a lot of reading, digging into telehealth regulations, trying to understand the implications of this business model, and it was just a very protracted process.

(01:02:10):

So, I decided to move to Philadelphia. Had a lease set up in the beginning of August, and I think I left August 1st. I was driving cross country and I had an opportunity to stop at this little event of, it was a couple people that I knew mutually with Sam, and Sam was at this event, and it’s just a weekend getaway type thing. And I was able to get an invite to pop in. So, I’m driving cross country, and this is in, it’s outside Albuquerque, I think New Mexico. So, I’m on my way across country with all my stuff. Sam and I had spoken, I don’t know, somewhat recently, a few months prior. But he and I met up at this little getaway retreat thing, and we caught up real quick. And I hadn’t seen him in a, I hadn’t seen him in probably a year we’d been in touch. But I ran this idea past him.

(01:03:06):

I was actually wearing a CGM at the time. I was telling a couple people, and I was just like, “Yeah, man, I’m moving cross country and I’m going to do this CGM startup.” And I remember he was like, he was still in the Car Dash mode and was very preoccupied, I think, and I just recall him being interested, but we only had a few minutes to chat and I wanted to pick his brain deeper, and I just remember not having enough time to dive deep. And I saw his eyes light up momentarily and then he got distracted by something else, and I was like, all right, I definitely got to chat with him more because it seems like he’s interested in other stuff besides Car Dash. It was just that recognition that he’s looking for other projects. I can’t describe it, but…

Ben Grynol (01:03:46):

You got the nod.

Josh Clemente (01:03:46):

Yeah. I got the nod.

Ben Grynol (01:03:49):

Yeah. How did you get to know Sam before that? You knew him before this, this Albuquerque stop off?

Josh Clemente (01:03:55):

Yeah. So, Sam and I have known each other for I think five years now, and he and my dad actually met first. My dad was speaking or was attending a conference where they were both speaking. My dad’s former FBI. Sam was doing some presentation on cybersecurity. And anyway, they mutually kind of started chatting because I was working at SpaceX at the time, and Sam’s brother Chet, I believe, had an internship at SpaceX at the time. So. They just kind of connected about that. My dad was like, “Oh, you definitely got to meet my son.” Put us in touch, and Sam and I hung out in LA a couple times and just kind of hit it off. He invited me to his salon dinner program and I think he added me to his spreadsheet of 1,000 people that he wants to stay in touch with, which I guess is not that big of an honor given that there’s 1,000 people.

(01:04:46):

But, yeah. So, we were in touch for a few years and just, we’d always keep each other in the loop on what we were doing. He was working on Car Dash while I was at Hyperloop, and actually I think he extended an offer for me to come and work at Car Dash while I was at Hyperloop looking for other stuff. So, we just kind of were always in the loop about what we were up to. I got some fundraising ideas from him for the SWAT vehicle. Anyway, we were, yeah, pretty well aware of each others’ whereabouts and projects kind of at all times over the past five years.

(01:05:17):

And I quickly updated him in person as I’ve got my trailer load of stuff and my motorcycle’s in the bed of my truck. And I’m literally camping, by the way, in the backseat of my truck because I wasn’t planning on making this stopover and I just slept in the parking lot in the back of the truck. It was not luxurious. I just ran that by him and then continued out to Philly, and got there late August. And then, started the process of really meaningfully trying to, by that time I understood the regulatory requirements pretty well for distributing CGM hardware, and I needed to establish a partnership with a physician organization. And so, that process was very onerous. It took me, I had to write a very lengthy white paper as part of it, which I didn’t anticipate, but generally just-

PART 2 OF 7 ENDS [01:06:04]

Josh Clemente (01:06:03):

… Very lengthy white paper as part of it, which I didn’t anticipate, but generally just started the ground game of getting in touch with physician organizations and telehealth networks to just see if they were interested in partnering with me on this idea.

(01:06:14):

And Kate was in school and I was still solo at the time on this project. I just focused 100% on this one piece, like I need a physician network, and if I can’t establish that engagement, this idea doesn’t have legs because there’s no way to build out from there. And I felt like it was a prerequisite to growing the concept and bringing on more team.

(01:06:43):

That process continued well into 2019, March or April of 2019. And I remember I was about to turn 30. I felt like I had spent a lot of time… It was now a year from the moment that I had that maple syrup idea and I felt very convinced that this idea was what I wanted to make a reality. But I felt very dejected because I had been turned down again by literally every network I could get in touch with. And it just did not seem like for whether you want to call them, regulatory reasons, or compliance reasons, or just business fundamentals reasons, I could not make that arrangement happen.

(01:07:25):

I had my 30th birthday, which my family surprised me in Philadelphia, got a lot of my friends together. It was an awesome weekend. And two weeks later Sam calls me out of the blue just to reconnect, and that’s where I caught him up and things changed. He reached out about a friend of his, it’s just a funny connection. A friend of his was interested in learning more about homeschooling, and how homeschooling works, and meeting people who were homeschooled. Sam thought of me and connected us, and then he wanted to catch up.

(01:07:58):

And so we just scheduled a call. I gave him the rundown, and basically just told him what I was working on, and the impact that it had on my life. And I kind of heard Sam’s tone change in real time. It went from like a, “Hey man, how’s it going,” type update conversation to, “Huh, that’s really interesting.” And he got very-

Ben Grynol (01:08:22):

I can picture him.

Josh Clemente (01:08:23):

Yeah, you know how it goes.

Ben Grynol (01:08:25):

Oh, yeah.

Josh Clemente (01:08:26):

Yeah. So the tone shifted very quickly. I mean, it was like a half hour long conversation, I think. But the first 10 minutes were pleasantries and the last 20 minutes was, or 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, oh, huh. I knew that I had run into Sam over the summer, I knew that he was interested in a number of potential opportunities in the future and was just keeping his radar on for what to do next. But I had 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, oh, that’s a cool response.

(01:09:22):

So we followed up immediately. He said, “Hey, come up to New York. It sounds like you need to raise some money. It sounds like you need to 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. And I’m talking about my inbox was blowing up with Sam Corcos followups.

(01:09:43):

I had not really come to… 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 of this business, meaning there was a physician network who had signed on and was interested in taking prescription consultations to get these CGMs to increase accessibility. And that was going to be step one. And then you can get CGMs out there. And then step two would be start building the software framework.

(01:10:17):

And I had not been able to achieve step one. It was dead ends left and right. And so that’s what I was facing. I hadn’t wanted to raise money until I knew that there was viability, so-

Ben Grynol (01:10:29):

And you’re bootstrapping at this point?

Josh Clemente (01:10:31):

Exactly. Yeah. And 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’m 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 (01:11:07):

And Kate’s like, “What are you doing?”.

Josh Clemente (01:11:10):

And I mean, again, she’s always just like, “Nah, 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.

(01:11:31):

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 that the struggle was due to a lack of resources, that he picked up on the concept being strong right away. And so anyway, he wanted to figure out the complete picture and connect me with potential early angel type friends of his.

(01:12:03):

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 formulating my thoughts, or summarizing my thoughts rather. I still didn’t have a real concise elevator pitch, but I was ready. I was ready to just go all in and see what happened.

(01:12:23):

Yeah. So I went up to New York and Sam and I grabbed a WeWork office and I debriefed him entirely, showed him the CGM. We went through the one-pager. And he was already very interested, but it continued to intensify in real time. So started to, we were doing forward progress work in the WeWork a few hours before the first meeting that he had set up. And that was really exciting because it was great to have someone just dive in and grasp it, and be probing the boundaries, asking the questions that I knew the answers to, but no one else had dove as deep with me before. Do you know what I mean?

Ben Grynol (01:13:08):

Yeah.

Josh Clemente (01:13:08):

So it was the first real engaged session where someone was like, “I get it and I need to know more.” And I was able to provide that information and just really paint the picture. It was a really engaging conversation with Sam immediately.

Ben Grynol (01:13:23):

What was the gap between, like you guys hooked up in New Mexico, but it was this brief parking lot, we’ll call it the parking lot conversation because that’s where you’re sleeping?

Josh Clemente (01:13:37):

Well, it’s funny, just to jump in there. I was actually sleeping along, in a parking lot, but next to the Rio Grande river. It was very beautiful, but also a trailer park [inaudible 01:13:49].

Ben Grynol (01:13:49):

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

Josh Clemente (01:14:13):

So it was August that we linked up over the summer, and then 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 [inaudible 01:14:38]-

Ben Grynol (01:14:37):

So you’re talking.

Josh Clemente (01:14:38):

… Quite a bit.

Ben Grynol (01:14:39):

You talked, yeah, a long time. I pictured-

Josh Clemente (01:14:42):

Six months.

Ben Grynol (01:14:43):

Yeah. That’s wild. I pictured this thing happened where you were going back to Philly, you made this detour, and then it was like, “Oh, hey, let’s catch up again.” And it was two weeks or a month, or it was something. It was a long period of time where you were 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 (01:15:10):

Right. Yeah. So when I ran into him in August, it was an idea. It was something that I had learned a ton about personally. I had 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 a business model might look like. And by the time we spoke again in May, I had spent that six months essentially just immersed.

(01:15:33):

I had written a white paper about the… And I actually think it’s fairly well researched and written in the sense that it’s probably the defining resource if you want to understand the implications of using continuous glucose monitors for the general population, if you are in the medical industry and you want to know what are the regulations involved. 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 run into dead ends left and right. But that was about the timeframe.

(01:16:22):

So it took me, yeah, a 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 pairing that with the real practical implications of trying to build a business model on it. That was 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.

(01:16:58):

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’ve been too early I think. The timing was truly right where I had the answers to the questions that were inevitable.

Ben Grynol (01:17:14):

And it’s hard too, because the counterintuitive thing is you’re doing the necessary homework for something that’s really technical. There’s this balance between being really scrappy and trying to get one paying customer in one day to pay you $1. That’s sort of the rule of thumb. It’s just like get somebody as quick as possible to 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 getting traction, getting a customer, and having done the homework to be able to actually do the thing.

Josh Clemente (01:17:54):

Yeah, and 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-

Ben Grynol (01:18:08):

That’s insane.

Josh Clemente (01:18:09):

… 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. It was like, I certainly did not… 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, is I wanted to do this the right way.

Ben Grynol (01:18:39):

So to digress for a second. Class III, class, 1, 2, 3 medical devices according to FDA. Class I is the most basic. So compression socks are technically a Class I medical device. Class II is usually something but more technical. And then Class III is an invasive device, something that is going in your body. And these are devices that usually you’ll find them in hospitals.

(01:19:10):

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 large large medical equipment is. And so now that’s been relegated to I guess, Class II, right?

Josh Clemente (01:19:29):

Yeah. So when I first used a CGM it was, let’s see, 2017. And the devices, the one I used was a FreeStyle Libre 10 Day. So the 14 day didn’t exist yet. And it communicated only with a third… Not a third. It was a reader device, like a little monochromatic display. It looked like a glucometer, a finger stick reader, but that’s what you use 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.

(01:20:11):

And then in 2018, the Dexcom G6 was approved as the first ICGM, which is this standard for continuous glucose monitors that could be used for potential closed loop insulin pump systems. And it’s like the gold standard. And that came with a Class II approval.

(01:20:33):

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. 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 a lot of approvals… Well, a lot of applications, a few approvals for additional Class II devices.

(01:21:17):

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 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 need the business model in order to try it. And that’s what was so frustrating.

(01:21:44):

And it felt like… I built a website front end on Shopify, and it was building a storefront, and a way to 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. And 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.

(01:22:23):

But I couldn’t go so far as getting CGMs to people and having them try them because that required, again, prescriptions and a method of distribution. And so it was a 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.

(01:22:44):

And anyway, it all came to a head at that weekend when I was up in New York and talking to Sam.

Ben Grynol (01:22:52):

What happened there?

Josh Clemente (01:22:53):

I was under the impression that this was going to just be jam sessions. And I think, 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, who he’s an awesome supporter of ours and general all around great guy. I think he was at US Investments at the time. And Moshe and a few others on their team, they ran an incubator and generally we’re doing a number of investment vehicles.

(01:23:26):

And anyway, Sam had set up just a conversation as far as he framed it to me. And 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 prepping whatever I could and just generally was working late anyway. And taking the train up 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. Like, 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.

(01:24:07):

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. And so I ordered a 16 ounce health drink and I watched the lady prepare it right there. And I paid close attention to the ingredients. It was just literally that, two vegetables and a fruit, no additives.

(01:24:35):

And I go into this meeting. And Sam starts introducing me. It was very casual, meet Moshe, meet Dan, meet a couple others. And then we jump into it. And I’m sipping on this juice drink. And I frame myself as, yeah, I’m a CrossFit trainer, I’m an engineer, this and that. And they’re like, oh yeah, CrossFit guy. Look at him drinking his juice. It was very casual. It’s funny. The assumption was that I’m doing some super healthy thing. I’m drinking pressed juice.

(01:25:01):

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. Then I finished my drink towards the end. I mean, they’re engaged, they’re curious about it. This guy’s 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.

(01:25:27):

And then it was 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, and I actually wasn’t quite what would’ve 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. And I scan it, and I had already 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 that you’ve consumed effectively.

(01:26:01):

In my mind, everyone’s jaw hit the ground. And I don’t know how hard it hit in the moment, but I’d have to ask Sam, but it 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.

(01:26:20):

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 the worried well, maybe some would think, but who else? Who is on the list? And so we were 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 parry with them. And so it was a really engaging, exciting, interesting meeting from the first moment. And we left that meeting. 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.

(01:27:11):

And so we had one other meeting that afternoon with another investor, Sal from Trust Ventures, and that also went super well. And I remember Sal saying, we were 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 sell. 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.”

(01:27:51):

And that was really funny to me because it was a… 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.” And 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 (01:28:22):

So he was helping you. It 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 any of this discussion, like, “Let’s jam on this thing.” It was just sort of this informal process. And then the outcome of it was, “Hey, the meetings went pretty well. I’m getting more invested in this thing, intrinsically invested in being a part of it. What does that look like?”

Josh Clemente (01:28:55):

Yeah, sort of. It was, 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 my approach to the business model that far in.

(01:29:49):

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 and was just like, “It went super well. When can you be back in New York? We need to talk.” And so I instantly knew that there was, okay, there’s probably something… 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.

(01:30:19):

And then over the, so 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. And I had shared a ton of material with Sam during our jam sessions. And 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. And we hadn’t discussed… We had just had those meetings with the third parties. And so I was totally blown away. I was like, this guy, he’s doing work. He’s in there. He needs to get on board. This is great stuff. I wonder whether he’s, is this pro bono, what’s going on? I didn’t really know what to think.

(01:31:22):

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

(01:32:15):

And 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 a sense, “And I’m all in. I’ll drop everything.”

Ben Grynol (01:32:54):

Was that easy or hard?

Josh Clemente (01:32:59):

It was definitely hard. I mean, first of all, I respect the fact that Sam just came straight forward and just said it. It’s like there can be so much hemming and hawing, working your way around the reality of the situation, but Sam’s just direct. That’s just what he does. And so him just coming out and saying that was like, whoa, you want to be what? I mean, that’s my role. And it was just to the point discussion about why it makes sense.

(01:33:28):

And 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. But after 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.

(01:33:54):

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 an opportunity. It was not a… Yeah, it was just that. It was an opportunity. It wasn’t a detrimental moment for me or the opportunities for the business. It was quite the opposite.

(01:34:16):

And one way Sam framed it, which I think was really clairvoyant, was, “You can be CEO. I’m not going to tell you you can’t be, but I just don’t think you’re going to like it.” And that was a really interesting thing, because I was like, “Well, why not? I mean, it’s what I’ve been doing.” And he just 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. And it’s certainly different than a hardware CEO in many ways. And it was all core competency for Sam Corcos. It was like, “I am doing this.” And he walked me through his networking approach. And all of that was extremely eye-opening to me. It was so many things that I had been doing zero of throughout my career.

(01:35:09):

And so that’s what started to make me realize that, yeah, just because concept development came through me, it doesn’t mean that 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. And 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’m good at, and it freed him up to do the things he’s good at.

(01:35:48):

And I think we avoided a lot of potential complication by just having that candid conversation on day one. It was not day three, not day 30, it was day one. And it gave me a really good taste for how Sam does business and how he communicates.

Ben Grynol (01:36:08):

It’s so funny because being honest with oneself is something that it’s really hard to do. And when you find great teams, let’s just use sports teams. When you find great teams who are like, “Yeah, I don’t need to wear the C. I don’t need the captain’s logo. I don’t need to be the goalscorer. 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 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, you’re just like, oh, 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 ineffective workflow as a team. It’s just so much better when you just sort of stick in the lane and everyone works together to make it happen.

Josh Clemente (01:37:14):

Yeah, and 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.

(01:37:38):

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.

(01:37:55):

And I think, yeah, we had the spectrum of needs covered and we weren’t trying… 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 Sam to think about roadmap. It was like we just automatically moved into our respective comfort zones.

(01:38:16):

And 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 responsibility set just fell into place. And we do a lot of collaborative thinking, but we have complementary areas of expertise and we can defer to each other on those. And not to mention 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.

(01:38:52):

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-

PART 3 OF 7 ENDS [01:39:04]

Josh Clemente (01:39:03):

To continue to fill out the team and build and it very rapidly built my confidence that the right decision had been made and that this had gone from… 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 the headspace was in that very short timeframe. And it really goes to what I believe is the most powerful lesson I’ve learned, which is something I had learned previously at SpaceX, but hope not to ever lose again, is 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 (01:40:06):

When did it go from Maple Biometrics or Maple, what did you call it? No, Kate called it maple syrup. We have-

Josh Clemente (01:40:12):

Maple biometrics. Kate called it maple syrup, and then it became Frontier Biometric. Yeah, that was when John Adam and I were going after it, my former boss at SpaceX and then-

Ben Grynol (01:40:24):

And that’s like New York, in New York when you’re pitching still the health juice incident, it’s still Frontier. And then when did it become Levels and how did that go down?

Josh Clemente (01:40:38):

So I mean, right after Sam and I came to an agreement there in New York, we started considering the next, what needed to be updated right away, because we were going to incorporate a new business. We weren’t going to 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. And 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 and none of them really, I think resonated. We got some, the one that won was Delve, Delve Metabolic, and it just didn’t feel right. It was like, “Yeah, people voted for this, but they don’t actually like it.” And Sam actually just texted me and he was just like, “What about Levels? We’re measuring levels. Why don’t we just do that?”

(01:41:36):

And I was like, “Yeah, that sounds about right.” And it wasn’t instantly closed like a done deal there, but once we started turning it over in our minds after that, it started to fit and then it just became the working name. We didn’t say, “Oh yeah, Levels is the name.” It was just the working name as we started to refer to the project and it started to 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 sort of like an osmotic, just reinforcement.

Ben Grynol (01:42:12):

Yeah, and it’s such a strong name too. It’s so easy in hindsight to be like, “Oh yeah, killer name.” But 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, 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. When did the first check come in? How did that go down?

Josh Clemente (01:42:55):

We had checks before the company was… No, it was incorporated. We had checks committed prior to the incorporation and that incorporation, essentially we were held for funding by the incorporation process. And looking back at my text messages between Sam and I in 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. And so 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. I mean that month from say the third week of May through the third week of June where we incorporated was just absolute nonstop action.

(01:44:04):

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, we’re going to raise and we’re going to hit this with a bigger hammer. And that’s kind of I think the main approach that I needed. I need a team to help me see that, if that makes sense. 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.”

(01:45:13):

And that was in hindsight, totally the right move. And so we were able to just shift focus from having a pharmacy or a 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. It 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 two days. I’m 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.

(01:46:03):

And 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 just some… 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 turned the crank on getting team and boundaries and conversations from even before Sam and I had signed agreements in place between us.

Ben Grynol (01:46:30):

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 (01:46:42):

Yeah. So it was kind of an ongoing round. So it was a safe note that we continued.

Ben Grynol (01:46:49):

It’s never ended.

Josh Clemente (01:46:49):

It didn’t really end.

Ben Grynol (01:46:50):

It hasn’t ended to this day. It’s this stacked, so it still keeps going.

Josh Clemente (01:46:56):

That’s right.

Ben Grynol (01:46:57):

Was Moshe the first check in?

Josh Clemente (01:47:00):

I don’t think so. You know what, we need to get… 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, I definitely got to figure out who the first was. We had a few people who just they, one person sent a wire before they even got the safe documents to sign. It was like we refined our pitching capability so quickly, and I think we had about 500,000 in the bank certainly within a month of incorporating. It was mid late July we had about 500 K in the bank and things were continuing to improve. And 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.

(01:48:12):

And 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 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 and 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 a weak spot on the founding team. And 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 and David and Andrew met that continued the inertia. And then by one or two weeks later we had a team of four.

(01:49:10):

It’s crazy how fast things… 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 (01:49:26):

It sounds like Sam was close to them, but you also had a relationship with David and Stacey as well.

Josh Clemente (01:49:33):

So I had met, actually it was kind of through Sam. So 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 D.C area that they meet up with my family and come down to our family house in Virginia, and so they did. So they came down, he was just like, “They’re great people. You guys got to meet.” They came down, they spent an afternoon at my family’s house, and from there we kind of just kept in contact and met a few times and spent 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 that I won’t say that we were necessarily close friends, David and I, but we were very confident in who the other person was. I had a really good idea of the person that David was and Stacey was, and I think they also had that sort of 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 that when I met David, I was actively working on the slot truck, but actively thinking about CGM. I just hadn’t mentioned it to him that day. And I do wonder if he would’ve jumped aboard a year or so earlier if I had mentioned it that afternoon.

Ben Grynol (01:51:14):

Like 2017, 2018?

Josh Clemente (01:51:16):

Yeah, exactly. It was right in that I think late 2017 timeframe.

Ben Grynol (01:51:21):

Wild. You had an assemblage, it sounds like, which was sometime in the later in the summer or early fall. What happened there?

Josh Clemente (01:51:30):

Shortly after Sam and I were in New York brainstorming at 110 miles an hour, just like 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 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.

(01:52:15):

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 one conversation at a time, but of course, yeah, 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. So 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 an Airbnb in LA because that’s where the locus of the conversations was at that time. And then we had just, 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.

(01:53:18):

And so we had some people who ultimately… Well, let’s see. We had people who covered everything from marketing, product, engineering, and I’m trying to think who else. 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’d like. And so we scheduled that for the end of June while we were on that trip. 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 and we had a bunch of great people. So Nick Krasny and Chris Koudelka to throw some names out there, Andrew Connor, David Flinner was there, a couple others.

(01:54:16):

And everyone was just in this room. And we did a design sprint. 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. So we just dove deep. And Andrew very quickly became just a centerpiece of the problem solving conversation. I remember he was deep into some Git repositories and finding really fascinating stuff on how these sensors work and people who have done awesome projects like on the diabetes side, creating 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. So 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 (01:55:23):

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 (01:55:39):

Yeah, a hundred percent. So it was all of that. It was the context within which he was solving the problems while simultaneously being able to frame them effectively. And so quickly, things just felt great with Andrew, and 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. And so 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. And 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 obviously would be a huge win.

(01:56:41):

And also to have a number of really great potential candidates for down the road. Everyone else who was there was kind of at a point in their careers where they were very interested in what we were talking about and 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. I mean, this group of knuckleheads had just literally just incorporated the company 24 hours earlier and they were trying to convince everyone to leave their jobs and jump aboard, so rightfully so they were a little more skeptical. But yeah, it was a really interesting weekend and it felt, I have to say it felt like so… 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 (01:57:35):

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 (01:57:47):

So he had quite a team at Google, so he had to wind that down. And I’m thinking back, I believe that he came officially on board about two weeks after the assemblage. So 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. And he was an asset right away. And 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. So he was quickly involved.

Ben Grynol (01:58:42):

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 (01:58:59):

So the very first paying customer we had was an investor, Brian Tachman, and that was July of 2019. So 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 (01:59:26):

And this was like 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 (01:59:32):

Well, we had sold the ideas. 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 will be a prescription involved, there will 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. So 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 other investor, Sal. And so 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.

(02:00:26):

And we add 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 up 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… Oh man. Now we owe them.” And 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 mean, I know how this goes, that’s always the case. You need to have that driving force, but it felt so really fast and so absurdly early, but that’s how you got to do it.

Ben Grynol (02:01:39):

There’s no turning back, not after that point.

Josh Clemente (02:01:43):

Yes.

Ben Grynol (02:01:45):

So 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 seemed 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 (02:02:32):

Well, the way that progressed is that in the August timeframe, Casey and I first met, so David was talking to his friend Callie Means, and Callie just kind of cut David off mid-sentence describing what he was working on and 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.” And so-

Ben Grynol (02:02:59):

Is this because you saw there was a gap, you’ve got-

Josh Clemente (02:03:00):

Definitely.

Ben Grynol (02:03:01):

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 (02:03:11):

Yes. So 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 medical, 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 the 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. And that required, 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?

(02:04:27):

And it instantly crystallized after a conversation with Casey. I mean, it was just spoke with her and it was like, “Oh, 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. And she communicates across all of the available factors better than or as well as anyone else. And so just one call with her, I was just so excited because it was one of the first validating conversations with a medical expert had she had essentially left surgery, 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.

(02:05:26):

So she had started her functional medicine practice and then ultimately she realized, “Well, this isn’t 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. And 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 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. So after those early conversations, it was just like, okay, 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.

(02:06:32):

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. So 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. And so 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.

(02:07:26):

Things moved quickly with David. Things moved quickly with Andrew. Things moved quickly with Casey. But Casey started out because she had a full-time practice as a physician, she started out as a contractor basically wanting to contribute to the vision of Levels. And one of the core philosophies that we have is that education is key to accomplishing our priority of solving the metabolic crisis because people need to know that this exists and right now most don’t. And so she started out very much focused on the content side and wrote some of the initial foundational pieces on what optimal glucose levels should be based on a compendium of research that exists today, looking at the background research on CGM use in the non-therapeutic case, and breaking out all of these exceptional topics for exploration to help just get our first steps behind us and the content effort.

(02:08:35):

And that was immediately just such a beneficial addition to our team. She brought clinical experience, obviously she brought awareness of outcomes, not just as a physician but as a surgeon, having seen the very long-term effects of metabolic dysfunction and inflammation. And then she also, as an editor of numerous journals and papers in her past had a killer sense for good writing. And so she quickly had some really exciting stuff ready for publishing. And so we threw together a blog and started posting her stuff. And she and I were working pretty closely together on some of the initial fundamental articles. And pretty quickly initially I think she had wanted to stay fairly focused on her practice, but she was letting us know that part of why she was searching for something like Levels is that she actually wanted to build it herself. She had had this idea to scale the benefits of a functional medicine practice beyond her own sort of individual contributor capability.

(02:09:58):

One doctor can only achieve so much with their direct first degree patients. And so that’s what she was looking for, and we knew that she had that desire to make a meaningful impact to go well beyond just her practice. And so on the team, we were just so blown away by her execution and her as a person, we were like, “We got to get her full-time.” And so we started those conversations as early as we could in the contract. And then by early 2020, she was ready to make that move. I think she had had enough time to explore Levels as an organization, the team spend time with us and understand how we were looking at the space and build the confidence in the execution plan. And I think that set her mind to joining. And so that became a very easy transition. It’s funny, thinking back to when we were really first talking to Casey I had had a few calls with her and then this was really funny. There was a time when David had wrapped up his Google work and he was getting ready to move cross country to New York. And this was, I think early July, maybe late July. And we had started talking to Casey. She was very new to the group and very new to Levels. And I flew out to San Francisco to hang out with David and try to get a conversation with Trupill which is an organization, mail order pharmacy, and kind of a telehealth company now. And Andrew also, who is in Sunnyvale, he came up to meet us as well. And so then we, I was talking to Casey, I was thinking maybe she can come and meet David, Andrew, and I in person-

PART 4 OF 7 ENDS [02:12:04]

Josh Clemente (02:12:03):

I was thinking maybe she can come and meet David, Andrew and I in person and this’ll be great, and it ended up that Sam joined us. So we kind of had this impromptu meeting in San Francisco and Casey decided to fly down from Oregon and join us. And the way this played out is that we’re at David’s completely empty house in NSF and Casey, who none of us have met yet, I’ve just had a few calls with her, is coming there to just hang out. And we were like, all right, I guess we’ll just talk and just hang out here and kick it while David finishes up some house tasks.

(02:12:39):

An hour before Casey shows up, I am still working all angles to try to get a meeting with Truepill. We’re a company that barely exists. It’s kind of hard to track down a way to get in front of the executive team there. And I just ended up calling the pharmacy line of Truepill and asking for a specific name and the person at the pharmacy was like, “Sure,” and she just gave me the cell phone number. And so I call this guy and I say, “Hey, my name’s Josh, I’ve been trying to get in touch with you all. Would love to meet ASAP, like I’m in the area.” And he was like, “Great, let’s do 3:00.” And so I was like, “Oh, awesome.” So I hang up and Casey walks in the door and it was basically, “Hey Casey, great to meet you in person. This is David, this is Andrew. Do you want to come and join us at a meeting with True Hill? This is kind of an existential conversation for us. We were working on getting access to basically building out an above board access pathway for a CGM and this is a core piece.”

(02:13:45):

And she was like, “Sure.” So we jump in an Uber like 20 minutes later, go to this meeting. Casey is literally, this is, I don’t know, her third conversation with me or anyone at the team. And we’re in this meeting essentially pitching Truepill on our vision and she just jumped straight in. I mean, understood, based on our conversations, what we were trying to accomplish. She was, I think, a few times was able to offer some really significant pieces of just vetted perspective as a physician about why this is important and interesting. And so I mean literally an hour and a half after meeting us in person, she’s in there rubber hitting the road. And we left that meeting and it was extremely positive and we had a contact, an account manager who was basically verbally committed to our account and ready to just start moving on the logistics and sourcing of these devices, the primary product that we need to build the Levels program.

(02:14:55):

And that experience was so awesome. We went to dinner later. Sam joined us and it was just really fun. And I think that is kind of an example of Casey just jumped straight into the fire with us, no questions asked, was happy to do it, saw the inner workings, saw how startup world works, and the fact that this meeting did not exist until it did and we were in the room an hour later. And I think she just really enjoyed that and we obviously appreciated her willingness to be so flexible and so versatile. It was awesome.

Ben Grynol (02:15:33):

And so you said that she was instrumental in getting the first few orders out the door.

Josh Clemente (02:15:41):

Yeah, I mean that conversation, that meeting, that was the beginning of our finding an edge to fulfill orders, that was crucial. So her first in-person meeting or conversation with the team was essentially that meeting and was fundamental to us being able to get the first customer orders filled. Yeah.

Ben Grynol (02:16:05):

Let’s break it down. So Levels is the tech platform. There’s the performance cover which goes over the CGM. There’s the box that as of today, which is a nice Levels branded box, and there’s two CGMs that come in the package with the performance covers and the insert card, but it didn’t start out that way. Rewind to January of 2020 or even December, December of ’19. Walk me through what you were thinking when you’re sitting, there’s one photo, it’s the notorious photo of you and Mike DiDonato, who is technically the first full-time employee of Levels outside of the co-founding group. You’re sitting on a carpet, you’re cutting out performance covers. What did that look like? As soon as you had that Truepill meeting and as soon as you had that locked in, it was now like, okay, we actually have to get these items to people.

Josh Clemente (02:17:02):

So the process of getting the sensors out, being able to fulfill these prescription devices was multiple months in the making. And that conversation with Truepill was a piece of the puzzle, but there was also a lot of regulatory and legal considerations to make to know how to structure that arrangement and who we needed to talk to and how it needed to happen. So getting that Truepill piece in place was crucial. And by, I think, about October of ’19, we had the fulfillment side ready to go and so we fired off a few initial orders towards the end of it was like October timeframe. And the way those orders were fulfilled is you get a brown box and well, there’s a prescription process on the background and all of that is done to secure the regulatory concerns. These are prescription devices and so there’s a prescription process which we had built, and then once an individual is approved for a prescription, then this box arrives and it’s just a brown cardboard box with a random… It doesn’t say Levels anywhere on it.

(02:18:07):

It’s like it has a pharmacy sticker on it and then inside are these two sensors and then just a bunch of pharmacy paperwork. And it’s actually, you don’t even know where this came from unless you remember what you ordered. And so that’s how the first, I got to say, 60, 75, maybe a hundred orders went out. And so people got this sensor system and then we would send them an email. We would try to time this email so that we kind of knew when their order was going to leave the facility and so that it would jog their memory so they would know where this box came from. And then through the email, they would start the process of onboarding, which was very manual. And this is where Mike DiDonato, he joined us in November, but prior to that it was David and I doing onboarding calls.

(02:18:57):

And so they would grab a time on our calendar, we would walk through an onboarding call and we would get them sort of cued into how this process was going to go. And this was before we had a Levels product. There was no app. This was like, “You’re going to use the CGM and you’re going to text back and forth with us about, A, what you’re finding, insights, questions, considerations, and then we would use that as feedback about what structure needs to fit here to fix this person’s experience. What is missing such that this experience would be by default insightful for this person?” These questions would be answered on their own by the solution that yet has yet to exist and so that’s how this prototype beta experience was going to go. And so that’s how it started off. And then we were like, all right, we have to solve this problem of inanimate object showing up at your door with no source information.

(02:19:59):

We need to get Levels as a brand and we’ve got to get ahead of this. So one of the key pieces was the sensors themselves don’t retain very effectively. It’s pretty easy, especially if you’re not familiar with using one to take your shirt off and peel the sensor off or when you’re toweling off, you accidentally knock it off. Or walking through a doorway is a classic one. People are… You never know how close you come to your door jams until you’re wearing a quarter inch sensor on the back of your arm and suddenly it’s impossible to keep it attached because you come within a quarter inch of your door jam every time you walk through it. So that was happening consistently so we were like, “All right, there’s an opportunity here to improve the product by improving retention of the sensor and also add a branded component that would sit over the Levels sensor and give it Levels brand and also improve the adhesive footprint.”

(02:20:57):

And then we also, obviously, wanted to improve the packaging experience, which was a separate project. But that picture of Mike and I is… That is a very early prototype of the performance cover, the Levels performance cover, and that specific version was, and I think we’ll resurrect something like this in the future, but that was a flexible 3D printed, I would describe it as silicone like cover, which we were applying medical grade adhesive to the underside of. So basically, we had a large order of these soft 3D printed covers, which would conform to the arm, and they had a larger footprint. They had a branded sort of cutout shape that looked like the Levels logo. And then the larger footprint, we would apply a multi-stage medical adhesive to the underside, which basically had the same adhesive properties of the CGM sensor itself and that would sit over the sensor device and help to adhere it, or that was the idea.

(02:22:05):

So we had just sheets and sheets of this medical adhesive and we were punching giant holes in them with this huge hammer and hole punch and then cutting, like applying the two-stage adhesive to the underside of the printed cover and then trimming with scissors like the profile. And we did hundreds of these and it was just quiet back-breaking work because sitting on the ground. I didn’t have any good workstation set up in my living room. And I think in that specific instance, it looks like we’re working by candlelight. It’s such a dim picture, but that kind of tells you the situation there and we just did. I mean we did hundreds of them, my hands were completely calloused from that project, which ultimately, the covers performed terribly. The material that is 3D printed has really bad thermal properties and water absorption problems.

(02:22:52):

We did it three-D printed because it was a fast turnaround to get a complex shape, otherwise you have to do an injection molding iteration, which is quite expensive and takes time. So yeah, we did this 3D printed thing and that just completely undermined the adhesive because the adhesive wouldn’t stick to this material. And anyway, that project ultimately ended up in our fabric performance covers, which I think worked very well. But I do still like the tactility, the robustness of that rubberized cover. We should bring it back at some point.

Ben Grynol (02:23:25):

That would not be MVP to go spend 20 grand on a mold and they get an MOQ of a hundred thousand units or something.

Josh Clemente (02:23:35):

Exactly, especially if you have to apply the adhesive manually.

Ben Grynol (02:23:38):

That would never be good. But that cover, the way that it looked, that looked very much like this. It looked like the epitome of the biohacker. It was like this little, when you look at it back in these photos, it looks like this… It looks very different than the cover does now. The cover now is maybe more fitness oriented or it’s maybe more generic where anyone can wear it across different segments and it feels like it’s accessible to them, whereas the other one felt very, very much like a biohacker or very sporty.

Josh Clemente (02:24:13):

Yeah.

Ben Grynol (02:24:14):

Maybe it’s the way that it’s being perceived, but it was very cool, but it’s very different than what we have now. And when you were doing it, was it because there weren’t performance covers on the market? Because it seems now if you go on Amazon, every brand you can imagine has some CGM cover.

Josh Clemente (02:24:34):

Yeah, there weren’t that many. There’s an increasing supply now and the materials are improving, but really what we wanted was to… We wanted to give this thing a hyper-futuristic look so that people would instantly have questions like what is that thing? And part of that was transforming the visuals of the sensor itself, which it looks very clinical, it looks very medical, and so there’s this opportunity to improve it while also again, improving the resilience, the adherence to the skin. And so the idea was that while this soft molded piece that changes the profile, but also has kind of a tapered edge and while still being soft and comfortable in a fairly small footprint will be the best of all worlds, and it will be this interesting product that is supplementary to the device.

(02:25:34):

And I think the current performance cover, it does the job. It has retained many of my sensors that I’ve run into door jams myself, etc. and in pool swimming and such. But like you said, I think it has a much more mainstream visual feel than that previous sort of prototype version. It was certainly iterating through that process. Helped us understand people’s perception of that shape and of that concept overall, having something that is molded and shaped and looks like kind of a future cyborg component.

Ben Grynol (02:26:15):

Things have come a long way. One of the things that’s interesting is back to what you’re saying about texting. So when things started out, people would text, they were paying for Levels, they were paying $399 for two CGM’s. And the idea was that in their mind, they weren’t buying CGM’s like they were accessing Levels and so they had probably this expectation around some experience, which was text messaging at that time. So how did that happen where you evolved it from actual texting to the David chatbot to the first iteration of the product, which was the app?

Josh Clemente (02:27:01):

Yeah, I mean, so the very, very first part of this was just the team like Sam and David, and Andrew, and Casey all getting their first sensors. And so it was like the Josh bot initially, because I was the only one that had used CGM on the team until they kind of joined. And interestingly, although they were totally bought into the concept and they understood it and they had been reading about CGM, there were plenty of magic moments for each of them. And so that’s where it started is I was just texting them as they were going through their very first CGM experience, and that became the clear archetype for what an initial customer could experience because it was so enlightening, so much more enlightening I think for them than just CGM on its own. Otherwise, you’re spending hours on Google trying to dig up in some dark forum, something that is relevant to you that is not necessarily diabetes related.

(02:28:02):

Almost all of the information on the internet, of course, because CGM is designed for diabetes management specifically, is related to the management of diabetes with CGM so it doesn’t explain for the person without that condition what they’re seeing. So just having that resource in me I think was useful enough and then me watching their experience, I was able to compare that to my own initial experience with CGM and was like, “Man, I really wish I had this, just somebody to bounce these questions off,” because I realized how much I had kind of picked up through intuition and experience with using it for a long time. And so we were like, “Yeah, this is fine. We can answer a lot of the low-hanging fruit questions and then those will be easily compiled into feature requests.” And so that process was handed off to the David bot.

(02:28:54):

So as David got more familiar through his own experience with CGM, he very quickly grasped the key, the underlying major mechanisms. And so I was kind of pushing the logistics side of getting CGM’s accessibility through Truepill. So I was pushing that project and we were finally able to get the first orders out, and those customers began their communications with David. And David had a product he really needed to understand the customer experience, which is exactly what he did. So managing onboarding, managing just a huge number of daily SMS communications, he was able to just quickly get a feel for the problem space and start architecting app number one.

(02:29:44):

So yeah, that process actually went on for several months and David had a huge amount of just product work on his plate and not to mention a whole host of other things. And so as you can imagine, synchronous onboardings, synchronous midpoint calls, synchronous SMS communications, it’s like it’s such a huge volume and even with just a few people in the pipeline, we were quickly overwhelmed by the requirements for this David bot. And so that’s when the Mike bot started. So we recruited Mike, who was one of our early customers and a friend of mine and just asked him to come aboard and help out with this onslaught of inbound and take over the day-to-day communications associated with the experience and that was huge. Being able to alleviate the others, myself to focus on logistics stuff, packaging, et cetera. David to focus on starting the real product process was crucial and Mike was able to just slot right in.

Ben Grynol (02:30:57):

So you were the first bot, there’s the David bot, there was the Mike bot, and there was a time in, I guess it was early 2020, when the product started evolving into an app. And it was really interesting because when you build an app, you think like, “Okay, we’re going to make it perfect and polished,” but that wasn’t the case. There was a lot of scrappiness still in that initial product.

Josh Clemente (02:31:20):

Yeah, absolutely. Yeah. I mean, when Mike started, we didn’t have an app, and I think January timeframe 2020 is when the very first app iteration rolled out in test flight. And it’s funny, that was essentially a static image of your CGM data with a single meal tag. So really the goal for the first iteration of the app was like, we need to import glucose data and we need to present it in a visually appealing way, and we need to indicate that this is not just a random trace like a curve with no context, but it’s relevant to something I did. So we decided that the meal response was the first visual that we wanted to get out into the world and so we just put together an app. And I say we, I was not at all involved in anything other than those types of words.

(02:32:25):

I did not write a single line of code. But an app that could take in a meal tag, so a description, and then show the CGM data that is relevant to that timeframe. So 30 minutes before and two hours after. And if we could just get a levels branded visual for that, we could then start to share it on social media, we could post on Twitter, talk about get people interested in what we were doing, and that felt like a visually appealing way to do so. That is essentially what the very first app version was. And what’s hilarious is that when it actually shipped out to our phones, the meal tag did not… It was read only. It did not allow editing. And so every meal that you entered into the text box just popped up as tacos. It was overridden by something in the code base.

(02:33:25):

And so we were in a situation where I just remember being so overjoyed when I downloaded it and had my CGM data importing into the app and saw the tacos tag and just saw, even though I had eaten, I don’t know, blueberries or something, I saw tacos with two hours of CGM data after it. And it was like that was the first technological hurdle that came. It was really the first technological hurdle separate from device accessibility, which was a huge hurdle. But the first step towards the end goal was just to build an insightful behavior change platform on top of hardware. So it felt to me like the first step after a long period of preparation in the right direction. And the funny… There’s a ton of backstory to getting to that version. We even had… So before we had access to the data coming off the Libre device, we were thinking of ways to quickly reverse engineer the data coming off the Libre app.

(02:34:27):

And so one way we were doing it is people were texting us these screenshots of their LibreView software that comes with the CGM. We used like a… It’s kind of crazy. We used this computer vision program or a visual interpretation software that just a friend a contractor wrote for us, which essentially took a raw image, like a raster image of this app screenshot, and then parsed out where the curve was and turned it into data points. So it actually read the x and Y axes of the screenshot and sort of plotted out data points like interpolated the data points from the dark line on the screenshot and turned it into live data. And that allowed us to actually interpret the screenshots people were sending us with more precision for the David bot, for the Mike bot.

(02:35:22):

I don’t know if that makes sense. But it was a way of us not just taking this static image and trying to interpret it visually, but actually be able to run the cursor over the data points and see where the peak was, where the change in glucose started and be able to better engage with our users about it. That image recognition or image interpretation software was I guess even earlier than the tacos version of the Levels app. But, luckily, we did not ever have to ship that to users as an implementation.

Ben Grynol (02:35:55):

Were Andrew and Sam both writing all the backend stuff or who is doing all the dev work?

Josh Clemente (02:36:01):

So it was really primarily… Andrew was doing a ton, but he was also setting up the systems behind the entire company like the website and the database and all types of stuff. And I remember Sam just jumped into the code base and would crank out… The tacos version of the Levels app was largely Sam’s code as far as I recall it. And David was also super instrumental in figuring out ways to get access to the Libre data stream and essentially just working all angles to find the best path forward with our first software, if that makes sense. So Andrew was working on a holistic view of what systems we need to build, how we need to structure our data management systems, how we need to set up payment and order processing, and just really looking at the full spectrum. And then Sam, David, and I, we’re thinking more about like, “Okay, we have customers who have paid once we have access to the devices, what are they going to use?”

(02:37:07):

And then once they were in the system and we were David botting them with SMS Exchange, it was like, “All right, how can we improve this experience in one incremental step?” And so Sam, yeah, Sam blitzed through the very first food logging, the very first, like I said, visual of a meal score, or not even a meal score, a meal response. And then David was really instrumental in getting the initial features like what are the core features of the Levels app architect did. And then we brought in John, who was our first full-time developer, and that’s when the pace just like… It was wild to see how fast things accelerated when we had someone who was dedicated to mobile dev, not thinking about fundraising, not thinking about product architecture, just was strictly transforming ideas into execution.

Ben Grynol (02:37:57):

And so how did you connect with John? Because John lives in Colombia. I mean, John is the epitome of being a remote company.

Josh Clemente (02:38:06):

So if I’m recalling correctly, the way we first got in touch with John specifically was through a posting that Andrew put up. I don’t remember the website that he posted that to. I think he put a few up, but we were looking for a developer. We knew we needed to improve our capacity, so we put a quick post up. It was nothing fancy. We were like a nobody company, but we were remote and we were working in an interesting space. I think the post was fairly… It caught your attention, I think. And since we were remote, we were just looking for U.S. time zones, but had no geographic considerations in there. It is like wherever you are, as long as you can work on U.S. time zones, great. And John had worked on a number of mobile development solutions that were in the health and wellness space. He had a ton of experience specifically with the tech stack that we were working on.

(02:39:03):

So this was late 2019, fall 2019, right around the time really that Mike was coming on board as well. So once we had the few calls with him, did a technical with him, and it was obvious that he was awesome. And I just remember that ramp up from the posting going up to having somebody in the code base working was so fast. And it was amazing because yeah, like you said, he’s in Columbia, South America, and hadn’t met any of us. It was all phone screens, and that was the first team expansion beyond personal having met in person. You know what I mean? So that was a truly remote team acquisition, which was pretty awesome and really a milestone for the company.

Ben Grynol (02:39:52):

It must’ve felt exciting but overwhelming. I don’t know. What were the feelings around when you’re in the trenches and you’re founding something, you’ve got co-founders, you’re responsible for yourself, right, but then you go to this point where you have one employee, you have a team of 10, you have a team of a hundred or a thousand. All of a sudden like… Did you ever think about, “Oh, now we are responsible for the livelihood of somebody else. We actually have somebody who is a team member that is not a founding team member.” What were you sort of thinking and feeling? Was it excitement? Was it… Yeah, what was going through your head when you were experiencing this?

Josh Clemente (02:40:39):

Well, I definitely felt that way. I actually felt more strongly that way when the early co-founders were joining, because I had a lot of insecurity about the concept. I was like, I’m putting a huge amount of emphasis on the value this is going to bring to people’s lives, and it’s benefited me tremendously, but it’s hard not to second guess that. I had learned more about my body and my lifestyle than any other educational vector. The internet textbooks, my education, all of it. And yet when people were talking about leaving massive opportunity on the table at their current jobs, whether it’s Andrew leaving Google, or David leaving Google, or Sam giving up his multitude of entrepreneurial options, or Casey spending less time on her practice, her private practice. I felt a tremendous amount of personal stress about those decisions because we hadn’t even really formed the company for the most part in these cases and I was just thinking, “I really hope that this is what I feel that it is.”

(02:41:45):

And I was able to always work through that mentally. But once we got to the point where we had honestly some demonstrated demand. By the time John and Mike had joined as full-time employees, we had sold on the order of a hundred or a hundred plus customers who had paid the full price and we had been able to raise money from legitimate strategic investors who were amazing at vetting business opportunities. And so that had really helped to increase my conviction, and I felt much more secure I think, by that point than I did six months prior, if that makes sense.

Ben Grynol (02:42:26):

Yeah, I could see that now, because you went through this journey, call it 2017. You went through this really long journey that just felt like you were always pushing uphill. And you get to this point where mentally you… I don’t want to say that you have checked out mentally, you came to terms, in April. And then all of a sudden Sam is interested and invested and says, “Let’s do this.” You’re like, “Okay, well, it’s just Sam and I. That’s fine. We’ll see where this goes.” And then it’s David, and then it’s Andrew, and then it’s Casey and I could see that where you feel this immense sense of responsibility that you’re like, “Man, I did this thing for years and it didn’t work. And now there are all these people that somehow, I don’t know if it’s me or if it’s Sam, but somehow we’ve convinced these people that this thing’s going to work, and I’m just not sure that that’s true.” I would imagine that’s sort of what goes through the head until you start selling n=1, at least.

Josh Clemente (02:43:33):

Definitely. Yeah. And also, along the way, the experiences of the other co-founders initially experiencing CGM and then being able to walk them through the experience that I had had, that was a very rapid, I think de-risking process for me mentally was just seeing little breakthroughs happen, little magic moments happen for them, whether it’s Sam with his morning oatmeal and intense headache that he would get, that he would blame on caffeine or lack thereof, or David eating Kit Kats in his first week while he’s moving cross-country and seeing just this massive blood sugar response and the qualitative, the mental fog that he experienced. They were connecting dots so quickly in such a similar fashion to what I had experienced, that I was breathing a sigh of relief. And I think, it’s funny, actually, when David first started, I don’t want to project, but I think he was a little bit skeptical because the first few days he had great glucose.

(02:44:31):

Nothing really was pushing him off his baseline. I certainly was feeling some jealousy of his metabolic privilege he was displaying. But it took a few days and I think when he was most stressed out and he was actually moving from his place where he started to see some real connections and like I said, started to see the effect of a few meal decisions. And that was when the light went off for him that this tool was profoundly illuminating. And it’s like these things would’ve happened behind the scenes, he would’ve blamed them on who knows what? Stress.

PART 5 OF 7 ENDS [02:45:04]

Josh Clemente (02:45:03):

… the scenes, he would’ve blamed them on who knows what, stress, the all-encompassing stress term that we use without really identifying what’s causing it. And so as these were happening and I was getting to play the Josh bot, yeah, it increased my conviction again, like, “Okay, yeah, this is working. It’s doing the same thing for them that it did for me.” I’m able to accelerate the process for them. They’re not having to dive into research. I can just send them the article that I read or I can send them the primary literature that I already have in my data set. And so it was helpful I think to just quickly get through that process with everyone else. And even Casey who, although she had prescribed CGM to her patient, she had never used it herself. And so by the time she was coming aboard, it was causing so many breakthroughs with her already exceptional diet, her entirely plant-based, home-cooked diet. She was able to also come to some real quick conclusions about how to optimize. And so I guess that de-risking process was just huge and invaluable for me.

Ben Grynol (02:46:03):

Yeah, it’s really interesting because even doctors don’t necessarily have, and I’m generalizing, doctors in the past for sure didn’t address metabolic health as a concern. Casey would’ve been different in the sense of that was the foundation of her practice was looking at first principles. Like let’s go upstream as far as we can and see where we can find some insight. But I think in general, I remember dating back, so this would’ve been 2008, 2007, something like that. There was this point where every single day my head would want to hit the keyboard. I was so drastically tired and I couldn’t figure it out. And I thought, it reminds me of when you talk about like you thought that you had some terminal illness. And so actually finally I was like, “Man, I’m going to go talk to my doctor.”

(02:47:07):

And I was like, “Hey doc, I’m falling asleep at the wheel pretty hard every afternoon. I can’t keep my eyes open.” And he’s like, “Are you getting enough sleep?” And I’m like, “Well, probably not.” But he’s like, “Well, go get more sleep.” And I never realized it. I thought at the time I was like, “I wonder if this has to do with something I’m eating.” But there was just no way of exploring it. And it seemed like such a silly thing to even consider. But what it was was two problems. One, I was overeating what I would have for lunch. And two, it was a terrible lunch to have, period, but it was just probably something I should avoid. And so Pam’s mom would pack me these lunches all the time like if we went to their place for dinner. And she would make these massive plates of white pasta spaghetti and potatoes, like lemon potatoes, Greek potatoes. And so I would eat a ridiculous portion for lunch.

(02:48:07):

And I think I was crashing so hard that I was getting this massive spike. And then I was all of a sudden hypoglycemic and I would be shaky and all these things, but I couldn’t keep my eyes open. And in retrospect, you’re like, “If the doctor would’ve known,” and he happens to be one of my friends too, so it’s pretty funny. But if he would’ve been like, “Hey man, what are you eating? Let’s start there.” And it wasn’t even being measured. If he had insight about metabolic health, that would’ve changed the entire outlook of the way that you go about your day. And so it’s really interesting to hear that everyone has these, as you call it, these magic moments that reinforces like, “Okay, we have a lot of work to do and I can see the benefit of this.”

Josh Clemente (02:48:57):

Yeah, absolutely. And I mean one of the interesting things is Casey left surgery to become a functional medicine doctor, and that’s a specific label or really they offer certifications, but the goal is to identify the root cause of an illness rather than just treat symptoms. And we hear that exact line I feel like over and over again in society especially when talking about what’s the ideal healthcare system and all that. We repeat that mantra like “Treat root cause not symptoms,” but only a few are actually doing that. And what’s sad is that throughout this process, this project, I’ve come across many people who are experts and well renowned and very good undoubtedly at what they do specifically in medicine who really dismiss the concept of functional medicine. And what’s unfortunate about that is that functional medicine doctors are the only doctors I’ve ever met, Casey included, who take data into account when evaluating a patient.

(02:50:01):

They run a blood panel that goes well beyond the standard cholesterol, lipids, a few liver markers, kidney health markers, those types of things. And they look at things like insulin, they look at uric acid, they look at all of these markers that are metabolites. They’re basically byproducts of the lifestyle factors that we’re playing with all day every day. And it’s so obvious to me that that is where the juice is to squeeze, no pun intended. And yet they’re largely dismissed today in the standard medicine or standard medical system as it exists. And I think that is going to change dramatically, especially as access to real-time data becomes more available, we’re going to start to see these improved outcomes and they will be a function of focusing on real-time biomarkers that functional medicine doctors have been ringing the bell for a long time about, and have been largely ignored by the main system. So I think that’s going to transform. Functional medicine is going to be standard of care. It’s not going to be a special term, but it is unfortunate to think about where things are today and how backwards it seems.

Ben Grynol (02:51:13):

So why are they like that though? What has caused that to happen?

Josh Clemente (02:51:19):

That’s a great question. I mean, I think what could be involved here a little bit is that a few doctors who they really get jaded or in some way, they get disillusioned with the medical system they were trained into. They look at it as exactly kind of what it is, which is focused on symptoms only focused on diagnostic codes for insurance to reimburse, focused on all the wrong things, and they kind of reject it and maybe overcompensate in other ways. I think what that turns into is certain doctors will incorporate things that are not evidence-based into their practice. A few examples of that can end up souring the entire movement. I’m not going to name any names or anything like that, but there are specific people who really weave in very fringe and largely unsupported examples of, and this can be EMF like 5G concerns or there’s just a whole bunch of stuff that is, it’s hard to decipher from an individual what is an individual’s opinion about a technology and what is the practice of medicine?

(02:52:34):

And when that starts happening, very rigorous scientists and physicians will reject the whole thing. They’ll just be like, that is fringe. It’s not medicine. We need to ignore that. Randomly controlled trials, that’s the gold standard. Anything without it is to be rejected. And so anyway, that’s my perception is just that a few examples have sort of colored the entire movement in maybe a negative light here and there. And it’s ridiculous because when I look at the bulk of the functional medicine doctors that I’ve interacted with or read about, they’re doing great things. I mean, they’re the ones who are pushing forward movements around better activity, better sleep, stress management in our day-to-day lives and biomarker tracking as the first thing to look at to discover the root cause. And it’s just so obvious, and it’s exactly the way I think medicine would’ve been practiced decades ago if they had access to the technology we have.

Ben Grynol (02:53:32):

There’s got to be a sense of macro factors involved too. If we talk about macroeconomic factors, political factors, policy, there are all these things that tie into it as well where the incentive structures have been so skewed that that can just bias people. Even if they try to be open-minded, it can bias them from not being willing to think about things from a different perspective.

Josh Clemente (02:54:04):

The incentives in healthcare are really complex. We’ll put it that way.

Ben Grynol (02:54:09):

Have you read that book Upstream by Dan Heath? Anyways, the Heath brothers did made this stick and ton of different books, really good books, but this book, Upstream, they talk about this study that was done where there were some doctors that were given x-rays, and the x-rays had an outline, a very clear outline of a little plastic gorilla figure like a kid’s toy. And that should be something that if you’re looking at these scans, you should be able to identify because the x-ray, they’re looking at everything’s black, and then there’s this big white object that does not belong there. But the people in the study were told that they were looking for something, let’s just call it, they were looking for some type of cancer. And so all they were doing was looking for that one thing. And because this gorilla shape didn’t look like that one thing, they just glazed over it and nobody looked for it. And so the problem was no one was using this Upstream thinking of like, “Hey, what else are we seeing in this picture right now?”

Josh Clemente (02:55:21):

Yeah, the 50,000-foot view or 35,000-foot view of just like…

Ben Grynol (02:55:25):

Yeah, but it’s very understandable how it happens where back to the conversation about, I asked my doctor why am I tired? And he is like, “Are you getting enough sleep?” Instead of asking the classic Toyota questions, like ask why five times? Like let’s really figure this out. And it’s interesting to hear you say that you see healthcare moving towards it because there will be massive shifts when that happens.

Josh Clemente (02:55:52):

Undoubtedly. I mean, I’m optimistic that, well, first of all, the technology that we’re working on can alleviate a bunch of that sort of gorilla example background. If you don’t as a doctor have to personally review charts to look for patterns that are well established in literature and that software can do for you, then great. You can engage with the patient and ask the five questions, the five whys to figure out what’s going on in their lifestyle that could be contributing to the pattern that the software can detect. So I think that’s going to be just transformational to improve the patient-physician relationship. And then I don’t want to say that things are moving this way now. I think that the patient population is showing signs that this is what they want.

(02:56:43):

I think the push towards personalization, towards telehealth, all of the factors that we’re seeing in the digital transformation of healthcare and all these new companies servicing it are the signs that tell me that the system will have to adapt. And not to mention just the unbelievable rate of expense, at least here in the US, versus outcomes. I mean, it’s like we spend twice as much as the number two country on the list for our healthcare here in the US and we have, I think we’re like 26th in terms of health outcomes and our lifespan has declined for the past three consecutive years. So it’s like we cannot continue to deal with status quo.

Ben Grynol (02:57:30):

People almost have this ongoing expectation of continuous gratification, continuous feedback loops where you can get insight about anything or you can search the internet for anything you want at any time. So people have that same outlook on things like data or things like technology. And I mean, it’s a necessary evil to say technology has to start in a certain place. But thinking back of things like… So Pam’s dad would check his sugar because he’s type two, but he would just randomly check his sugars, he’d check his glucose levels and he’d be like, “Oh, I’m good.”

(02:58:09):

It’s exactly what you were talking about on the acquired episode where well, I would check in the morning and I would check at night, and there was this big in-between period and you don’t know what’s happening. And if those two periods where you do those spot tests are like, “I’m doing great,” that’s not telling you anything. It’s giving you no insight at all as to what’s actually happening. And so giving people insight continuously into, this is what your body is doing and this is how you feel, and here are the implications of the data you’re seeing, that’s what’s going to drastically change healthcare.

Josh Clemente (02:58:47):

Yeah, absolutely. I mean really that in-between morning and evening is where all the magic’s happening. That’s where the body is doing its thing. I’ve always been confused by the fasting plasma glucose check where you have to fast 12 hours before you go into the doctor and that’s when they’ll check your glucose. To me, it’s like, “Why aren’t we doing the immediately after you visit the buffet check where you go into the doctor within 30 minutes of eating an outrageously large meal, and that’s when they check your glucose?” Obviously higher resolution, more data points will always be better, but if you’re going to do one data point, why not look when the body’s being stressed, not when it’s in an unrealistic sort of fasted mode that most of us are not in.

(02:59:35):

So always fascinated by that and then just like you know as well as I, but if you tried to sell a car that didn’t have an oil gauge on it, people would reject that, but you could just, “Well, if it breaks, you just bring it in and we’ll figure out that it’s the oil and then you can replace the engine or whatever at that point, why bother with the oil until then?” It would just be laughed at as an absurd concept. But that’s exactly what we’re doing across all of our critical body systems every day.

Ben Grynol (03:00:02):

I’ll push back on one thing is, is it during the day that everything magical is happening or are there other points? So one thing that I did, I mean I did it until probably the fall until recently, is I always loved to eat pistachios and dried mango at night. It would be my thing that I would crush while working. So kids would go to bed and I would knock out, I mean, we have these massive bags of dried mango and they’re not the sugar-coated ones just straight up dried mango.

(03:00:37):

But I would crush a big bowl of that, but I had no idea. And so I think, I can’t remember when it started, but I would notice some nights I was so sweaty. Sleeping, I’d be so hot feeling and I was like, “Gosh, maybe I shouldn’t wear a blanket,” but now I understand what was happening is like I was eating so much of this and it would be at probably 11:00 PM let’s say I’d go to bed at 1:00, and I think I was so hypoglycemic when I was going to bed that I was just sweating. But you don’t know that until you start getting data about what’s happening. And I haven’t done it since wearing a sensor, but intuitively I think I almost want to test it, but intuitively I know probably shouldn’t eat stuff that late period, probably shouldn’t eat dried mango that late, and shouldn’t eat a massive four-liter bucket of it then.

Josh Clemente (03:01:46):

You’re totally right. There is obviously a ton of fascinating findings for night and sleep as well. And I never really thought about this, I don’t know why, but it wasn’t until CGM that I started to think critically about eating late and not just because of glucose. I mean eating anything, even a perfectly formulated low-glycemic meal at 10:00 PM when I’m going to go to bed at 10:30, well, I’m full. My stomach has to, I have to digest that food. And I started to think through the process of two things. One, all of that food is going to break down into energy, into fuel. And if my body is not using energy actively that’s, A, just going to be strictly stored, and B, the energy to break down that food, the digestive process itself requires energy. And so that means that my body can’t go into a fully turned off, maximally powered down recovery mode if I’m requesting of it to digest all of this food.

(03:02:51):

And then you’ve got the third component of just the sort of fast acting fuel. So if you eat a bunch of carbs, you eat a whole basket of dried mango just before bed, I mean that’s just like rocket fuel. If you’re on the bike and you’re spinning, it’s going to be great for your muscles, you’ll be able to use it right away, but otherwise your blood is just full of this highly reactive supercharged fuel. And I think that for many people, especially if you are not past the point of insulin resistance, your cells are going to try and use that for energy. And one way that it’ll do that is by upregulating your body temperature and burning it off as heat. And so it could be you’re hypoglycemic, it could be as an insulin crash response to that huge blood sugar spike, it can also be that blood sugar is just coursing through your veins and your body’s trying to literally burn it off the way that alcohol does this to us, alcohol is also thermogenic.

(03:03:50):

It increases body temperature as your body’s trying to metabolize it away. And so that’s why a lot of people have restless nights of sleep. And I didn’t start thinking about these things until I saw those late night fluctuations and I was like, “Huh, what’s actually happening? Let me picture what’s going on here.” And it transformed my entire approach to late night meals.

Ben Grynol (03:04:09):

It’s so funny, intuitively, I think this was probably 20 years ago, I had this thing where I was like, I’m going to start… And I didn’t read anything. I just thought, I was like, “Yeah, I’m not going to eat past 9:00 PM.” And I remember telling my brother and my best friend and a bunch of people, I’m like, “Yeah, no, I’m good. I’m not having, I don’t know, nachos,” or something people would be eating. I’m like, “No, I think it’s probably better to just not eat.” And it was like people were perplexed. They’re like, “You are insane. What are you talking about? You’ve gone overboard.” You get that lecture of, “Okay, now you’re just being totally-“

Josh Clemente (03:04:47):

This is too far.

Ben Grynol (03:04:48):

Yeah, yeah, you’re totally unreasonable. And so then you go, “Yeah, it must be,” even though you try to keep it up for however long a month or two months, and then eventually you’re like, “Well, the rest of the world doesn’t do this, so it must be wrong.” And then you go back to the thing like you go out with friends or something and everybody orders nachos or fries and drinks, and you’re having this at 11:30 PM you have a couple drinks and you have some fries or something, and then you go to bed like, what is going on?

Josh Clemente (03:05:22):

Oh, man. I just remember back, I don’t go out as often as I used to. COVID notwithstanding, I used to go out a lot when I was in LA and we would be at the bar until it closed, having some drinks until 2:00 AM and then there’s a food truck outside and we’d have, I don’t know, some massive grilled cheese with mac and cheese inside it and bacon and a side of tater tots. It’s just like a meal that I don’t know if I could choke down now, but I’d be having this at 2:30 in the morning and then I’d take an Uber home and get into bed and wake up for work sometimes the next day. And yeah, I did it probably because I just kind of ignored all of the negative sensations associated, but I can only really imagine if I had had this data earlier, how quickly I would’ve changed my behavior because I was really… I like that you touched on, “Well, everyone else is doing this, so it must be fine.”

(03:06:18):

That is the approach I was taking. It’s just kind of following the lead of other people in my friend group like, “Oh, we’re all going to do this. This is what people do our age.” And that happens so prolifically in our society is just that we don’t have any historical context for how our society functions. Big Macs have not existed for all of human society or all of human history, and actually for the most part, fasting, daily cardio and essentially a low carbohydrate diet were mandated by our conditions for most of human evolution, but we don’t have that perspective. Our perspective is that you go to the movie and you get the giant bucket of popcorn and the soda and the candy because that’s what everyone at the movie is doing, and we don’t want to question those behaviors because it seems like turning everyone into a bad guy or something like that.

(03:07:13):

You sound like the chicken little when you’re saying, “Hey, maybe we shouldn’t do this,” but the evidence is finally arriving. I think we’re finally going to get to the point where many of these self-destructive behaviors just won’t be defensible because it will be very clear like what happened with cigarettes and lung cancer. We’ll be able to connect the dots when we have a rich enough data stream.

Ben Grynol (03:07:36):

Yeah, Seth Godin is notorious for saying, “People like us do things like this.” That’s sort of this mantra and we just subscribe to all these social norms that we’re like, “Well, I guess that’s just what you do.” You go to the bar and you’re like, well, you don’t drink beer at the bar. That’s sort of something you do at home like you’re barbecuing, you drink beer. We’re drinking rum and coke. That’s what you do is you drink some soda and alcohol. You have three or four of those at the bar, and then you go and you have the food truck and that’s what you do. And then you wake up the next morning and you feel terrible, but you’re like, “Well that’s because I drank.” And you’re like, “That is a very significant factor in it.” But all the other things that you did, including being sleep-deprived and eating french fries and the grilled cheese with bacon, that is very much a reason that you feel terrible.

Josh Clemente (03:08:36):

Exactly, yes. It’s really interesting. I like to think about just the hijacking of the metabolic system that has happened over the past, call it 200 years, but just our ability to shunt in more fast acting carbohydrates than a prehistoric person would’ve come across in probably their lifetime in a single meal or a single day. It’s pretty wild. And sometimes I have seen the argument that there is no, again, this is the calorie as a calorie argument, but just that there is nothing inherently wrong with any one macronutrient. It’s about portion control and such. I think it’s obviously not that way. I think there are clearly good foods and bad foods, and actually, I heard this put really nicely once, and I’m trying to remember who this quote came from, but basically it was like food is mostly water, and if the food you’re eating is not primarily water, it’s not food.

(03:09:41):

And basically that helps to identify what is processed food and what is not, is that processed food always has the water removed from it in order to make it shelf stable. But anyway, thinking about how quickly we went from scarcity at all times and every calorie was life-saving calorie to where we are now where we are literally drowning in calories. Our bodies did not develop an advisory system for this. We don’t have sensory feedback for the quality of our nutrition because every calorie was life-saving. And that fact I think is just entirely missed today, just we don’t have that machinery, that warning light about what we’re eating because until very recently, we were going to die if we didn’t eat everything we came across.

Ben Grynol (03:10:30):

I guess you haven’t seen those cave paintings then the ones of-

Josh Clemente (03:10:32):

With the food pyramid on?

Ben Grynol (03:10:36):

With the Big Macs all over it.

Josh Clemente (03:10:39):

Yeah, yeah, that’s right. I totally missed that.

Ben Grynol (03:10:44):

Then there was this period of continuous traction between January and July where things were happening, but July was really this turning point for traction.

Josh Clemente (03:10:56):

It was a fast moving six months, but at the same time, it felt very long because the whole world was kind of changing simultaneously. We actually started up a raise process in, we were considering what we needed to put together in February, and by March, Sam had had many conversations via email with investors, and we were queued up for a few meetings. We did have one or two, actually only one in-person meeting with partners with the whole founding team in place, and that’s actually one of the few times that the whole founding team has been in one location, but then obviously early March COVID hits and everything changes, and it was in real time, we started to have to raise our eyebrows and think like, “What is happening in the world? This is getting a little bit crazy.”

(03:11:51):

Obviously the fundraise process kind of dried up almost immediately. The investors just stopped responding to emails, obviously understandable, given the uncertainty in what was going on. But I just remember March was a very uncertain month, and yet at the same time, we saw no deceleration in interest in our products. In fact, things were accelerating March, April, May were very strong months for us. I think May was a huge record looking back in terms of revenue wasn’t significant, but a huge record at the time. We had, I think, tripled month over month, and people were starting to engage with us on Instagram and Twitter, and we were getting these really cool signals that there’s something cool about what we’re doing. There’s resonance here, there’s a brand, and people are using the first version of the app, so all good signs and exciting, but then simultaneously the world is upside down.

(03:12:48):

And so we had kind of pulled back on the raise process and decided we’re just going to tighten the belt a little bit and extend our current cash for as long as possible, keep burn low and focus on product and then just see what’s happening. And if we need to, we can try and raise around from existing investors or an angels or whatever we have to do. So we were just in this mode where it was like, all right, for the foreseeable future through the summer, we’re in product mode. We’re not really going to grow, but we are going to keep burn as low as possible and stay very flexible.

Ben Grynol (03:13:27):

Have you thought about like July was this interesting period because if you look back, so you look back April, May, June, from a revenue standpoint, it was pretty clear growth, and even with the wait list, you can see this, I mean, it was good growth, but it was pretty incremental. In July, there was a ton of pickup on the wait list. That is one of the inflection points of it becoming exponential, and you start to see the hockey stick growth. But July is really, really interesting because it is relatively a year to the date of the juice cart incident where you went from, not to dwell on it too much, but you went from end of May, started June thinking that it was game over to a year later, there’s this exponential wait list and all this growth happening. Have you thought about that?

Josh Clemente (03:14:23):

Not a whole lot, actually. I remember blowing past my first year with the year from Levels Incorporation date, which was the end of June, and actually forgetting, and it just went by, and then I think it was David was saying, “I think the one year of the company is around now,” and that was a total shock to me. It was like, “How is that possible? That doesn’t make any sense.” And then January of 2021 hit New Year’s Eve, I was thinking, “Wow, this is the third calendar year that Levels is in existence and that I’ve been working on it.” I mean, obviously not chronological years, but it’s kind of a significant realization and definitely made me pause for a minute and just absorb how fast things are moving.

(03:15:14):

The fact that Sam and I really only had that serious conversation, that first conversation about what I was up to in late May 2019s, and so it is a totally mind-blowing paradigm shift. The conversations that we get to have every day with investors and members and potential partners, and the biggest brands in our space or any adjacent one is those conversations are just, it’s otherworldly to, I don’t know how else to describe it. It feels like a Twilight zone type of thing where we’re we are, it’s status quo. This is the business operating conditions today, and the rate of change to get here from there in such a short period of time, it’s like, “How did this not feel even crazier than it does?”

Ben Grynol (03:16:09):

Yeah, it’s wild to think, oh, Joe Rogan or Oprah could use this product. That is mind-boggling, but at the same time, it’s not unrealistic where you’re like, well, I try to think of it almost like the iPhone, where in the early days of the iPhone, if you’re on that team, maybe a person would nerd out and be like, “Man, Oprah just got an iPhone. Can you believe it?” And now it seems ridiculous, right? You’re like, “Of course this is an iPhone. Why would she not, everyone has an iPhone. It’s not that cool,” but that’s what it feels like. It feels very early where some of these figureheads or these thought leaders or people that we just look up to in the world, you start to have conversations with them or in notion, we’ve got our aggregation of meeting notes, and you can see any meeting notes that you or Sam or Casey, anybody has talked to somebody in a day and you’re just like, “What?”

Josh Clemente (03:17:10):

Right.

Ben Grynol (03:17:11):

“Lance Armstrong?” You’re like, “I guess.” You don’t question it, but it’s somebody that you look up to and it’s really meaningful. It’s really interesting.

Josh Clemente (03:17:23):

Yeah, I mean, just July for sure was, yeah, I think hitting that one year milestone and having the acceleration happening simultaneously, we were definitely in the thick of it right there. July, the conversations actually had to pick back up with investors, but we had so much more, I think, firepower on our side for those conversations that by the time we hit August, we were back deep in the raise process, and that year went by quickly. But it was actually really important that we had that pause, that sort of spring-summer timeframe to continue, I think, finding-

PART 6 OF 7 ENDS [03:18:04]

Josh Clemente (03:18:03):

… Timeframe to continue, I think finding our footing. We made so much progress over those few months and I think the conversations with the same people, the same investors that we were talking to in March had to have been staggered by the change in all of the numbers and the product between when we were talking to them, they shut down for COVID and then when we reconvened when they decided to start writing checks again towards the end of the summer.

(03:18:30):

I mean, things were so different on paper for Levels and that exponential curve was starting and generally we were getting just so much traction organically in tech Twitter and such. So yeah, it was a very cool time, very strange time. We were having so many troubles on the backside, like getting orders out the door to keep up and processing revenue effectively, and we were using all of these janky tools to do things still, and yet it was accelerating. So it was painful, but it was painful in that good way that you always hear about for startups, good problems to have type painful. And we were always testing our assumptions. Is this just a fluke? Is it going to flicker out? And it hasn’t yet.

Ben Grynol (03:19:15):

That must have been interesting though because end of July, into August, things are ramping up and the team is starting to think more about a raise. And anytime you go to raise money, you’re like, are we going to be able to raise? Like, even if you think things are good, I think it’s natural to be like, well, I hope we can raise, or are we going to be able to get the right people on our cap table and raise the amount of money that we feel we need at the right dilution to make sure that everything is good? The reason that I ask is the round was significant. The round is not anything to sort of like turn away from. It was objectively one of the largest seed rounds in 2020. It just was. There were a couple other companies and they happen to be in recent portfolio companies, but like Clubhouse levels and Trove or was called Trove, those were the largest rounds done for seed rounds by a 16Z in 2020.

Josh Clemente (03:20:30):

Yeah. That summer, well, again, in the spring when we had started the process initially. We were not looking to raise nearly that much. Quite a bit earlier in the product evolution, quite a bit earlier in the team size. And so that summer and spring of being able to continue to gather Intel and get feedback and build features out and grow the wait list was really huge for demonstrating to ourselves and then also demonstrating for investors just how successful this venture could be or at least what the early indications were. So I think that combined with some non-traditional, some non-traditional fundraise techniques that we employed, specifically radical transparency and very, very high volumes of communication and update, I think gave an extraordinary amount of confidence to the investors we ended up raising from. They just were able to feel confidence in the team. I think first and foremost, which is always… It’s obviously always the biggest component of an early stage raise, but I believe that we leaned in, obviously a ton of credit to Sam, but leaned in very hard on the new, very new paradigm of remote fundraising.

(03:22:02):

We just were like, all right, this is going to be new. There’s going to be a lot of confusion. It’s going to be hard to close deals in this environment when we have never met many of these partners. And so we have to just be as transparent and as upfront and as proactively communicative as possible during this process, which is what we did. And we felt a lot of confidence, I think, because all the indicators were very good. People were saying, “this is the most information we’ve gotten from anyone trying to raise lately” or “that was the best data dump I’ve ever seen.” So those indicators were like, all right, good, we’re doing the right things.

Ben Grynol (03:22:41):

How were you thinking about it? How did you feel when… 12 million bucks is a big round and that’s… Let’s call it a year, it was just over a year. But again, we got to keep reverting back to the 30th birthday. At that point you were 31, but you revert back to that and it’s like that is not that long a period of time to go from, all right, it’s time to move on to I guess we’re raising 12 million bucks.

Josh Clemente (03:23:16):

Yeah, very short period of time, all things considered. I mean it was a really fun experience. I’ll just… Such an educational process and I’m lucky to have been able to just experience at all, let alone raising from some of the best in the business and on great terms. But throughout, there were so many… It was really funny because there’s just so many priorities and tension with one another. We were migrating. During the race process, we were migrating all of our order records and really our customer management, our member management from a series of disparate tools into our own database and trying to transition the order process and the physician consultation network into a new EMR and just a ton of massive tool changes necessary to continue to keep up with pace. And there was one particular stretch, which was in July and August, where we were spinning up podcast efforts.

(03:24:28):

We were migrating all of these operations requirements. This is before Miz had joined and we were in the throes of the investor conversations and it was just every day was, I don’t know, at least 10 hours of back-to-back, zero gaps calls and conversations. And in the meantime, in any… At the front and end of that marathon, we’re trying to get customer orders migrated and work out bugs and missed orders and communicate with customers and it was just mayhem. But the funny thing was just I would get this profound sense of efficiency where every conversation was oriented around getting as much information transmitted as quickly as possible with the attempt or the goal of ending the conversation early with all parties fully satisfied and having all the information they need so that I could gain five minutes back to jump into the database and fix a problem.

(03:25:25):

And it was just, I remember it kind of being a surreal moment because I was talking to some really important, very, very successful people and it was all business. It was just like jump in, get it done, jump out, get to work. That transition as well, which is a very… It’s a nuance, but the very first time I took an important VC call, I was just so stressed out and sweating bullets and trying to memorize lines and all that stuff. And then from there to late in the process, it felt like a veteran already. And I don’t know, hard to say, I’m obviously not a veteran, but it was just such a… Your priorities, your psychology adapts to your priorities. And I think in the back of my mind, the most important thing was getting those orders out and making sure that that process was still moving.

(03:26:15):

And maybe in some way that also came across in the conversations where to the investors where they could tell that things were tense in a good way. We were operationally overloaded in a very good way. And I certainly… I actually remember, so just to jump forward a little bit, the process was a good one, fairly quick, all things considered, we had decided to move forward. We really wanted to close terms with a16. And I remember the night that it happened, Sam and I were on a call, we talked to VJ and closed the terms.

(03:26:54):

And I just got up out of my desk after that closed and it was late at night, I don’t even remember what time, stumbled into the bathroom and just saw myself in the mirror. And I had this, I think I took a selfie actually because I was like, this is what it looked like to close that round. And I just looked haggard. I mean, it looked like I hadn’t slept in three days. I was wearing clothes that… I mean just a big baggy shirt and bags under my eyes. And I was just like, not that glamorous, not going to pop champagne, just going to try and get some sleep. And it was just such a good feeling, but also it was very rewarding but also felt different than what you probably expect it to feel like.

Ben Grynol (03:27:34):

Or maybe exactly the same, right? You know it shouldn’t be easy. I think that maybe you’re framing it as you close around and everybody gives the cheers and you’re celebrating and instead you’re just like, no, I just ran a marathon. Of course, I looked this way.

Josh Clemente (03:27:54):

Yeah. I think in my mind it was like when you raise from the biggest and the best, it’s going to be a polished conference room and handshaking congratulations and all these things. And in fact, it was me in my bedroom with 10 empty cans of liqueur I piled up and having not shaved.

Ben Grynol (03:28:18):

So then from the raise, the raise was super interesting because that was this other inflection point. There was July and then the raise was October, but it was announced in November. So we’ll just say in that period, late fall period, there was a ton more momentum on tech Twitter, on Instagram, with publications. So a lot of media coming out talking about the raise. And then that’s when Haney, so Mike Haney, who’s head of content, he started around that time as well. And there were all of these factors that started compounding and it really brought a lot of momentum into present day.

Josh Clemente (03:29:03):

I mentioned Miz as well. He started up in September, Haney in October. Exactly, we had… Well, we unlocked a lot of operational capacity over the summer just migrating off very poorly clued together tools into a uniform order and customer records database. And that process was huge for unlocking spare capacity, but we still didn’t have the team resources to make the best of it and scale effectively and have a really strong member communications system in place. And so Miz came in as head of ops to take that on. That was a huge, huge improvement for the team. I mean, so organized, so effective. And so that was big. Haney, like you said. Casey had been handling a huge number, the clinical side, she’d been handling the press and PR and outreach for podcasts and podcasts themselves and just all of this stuff was certainly stretching her thin as well.

(03:30:12):

And so Haney coming in and being able to take off the sort of strategy and more like the execution, I guess, is just getting executional cadence in place and being able to provide her with a really strong counterpart and backstop for all of the press and content. It came together at just the right moment because that was when we did announce the raise, it was a really big deal. We got absolutely, I had no idea how much attention that moment was going to get, and I certainly spent a few weeks just drowning in an email and I still haven’t, I had never recovered on LinkedIn from that raise announcement. I’m still hundreds or maybe thousands of DMs behind on LinkedIn. Every once in a while I go in there and try and catch up and it’s just a hopeless case. So yeah, we got a deluge and I think a number of things came together at once.

(03:31:06):

Obviously, a16 in and of themselves making a deal is really important. But then the fact that it was done in a remote environment post-COVID, the space itself, the indication, I think the vote of confidence in the future of bio-wearables was a really, really big one. To have a16 invest in something like this takes it from fringe and bio-hackery and gives it such mainstream cachet. And so I think that just resonated throughout healthcare and throughout the wearable industry and the tech general tech scene. It was really impressive. And we had luckily the team capacity to keep up and to, I think, make an announcement and a social response or social media response that it merited.

Ben Grynol (03:32:04):

Yeah, you could feel like there was a lot of signaling with, I mean, there always is with investments when you have certain funds that a company is aligned with, it’s a big market signal, especially within the tech world. So TechCrunch will pick up and say, “oh, this fund is backing this company.” And that becomes a signal to perspective talent, to other investors, to other companies. And I think Sam and I had connected, or maybe you and I had connected before this as well. I think we had, but before, we’ll call it before times, like before times as in before the raise was announced, we had chatted for maybe, I don’t know if it was a week or a few weeks or whatever it was, but you could feel, just based on Friday forums alone, you could feel the difference. You could see it in numbers, you could feel it in what was being said, where it was like, wow, there’s a lot of attention to what’s going on.

(03:33:12):

And even you saying now, yeah. I remember you saying on a forum, I was watching as a viewer, I remember you saying the number of emails I’ve gotten from people, whether it was friends congratulating me or other people inquiring about are you guys growing your team? It was just one of those things that was exponential and you’re like, I can’t keep up. I remember you saying some comment like that.

Josh Clemente (03:33:36):

Yeah.

Ben Grynol (03:33:38):

But that was a major, major inflection point. And then take it into January, January ’21, you did a nice recap at the beginning of the year saying like, wow, look at all this stuff that happened. And between January and now, it’s just been this continuous momentum and we’re trying to keep the pace up. We’re trying to keep the velocity up and get launched. So it’s interesting what’s happening in the space. It’s interesting what’s happening from a company perspective and from a team perspective how we’re all trying to push it as hard as we can to make sure that things can get launched.

Josh Clemente (03:34:18):

Yeah, the social or the signaling power of that raise still blows my mind. And it really was way beyond our expectations in terms of validating the company, validating the mission statement. And I think just generally bringing attention, just the pure impressions power was amazing. And so now looking, fast-forwarding through that, obviously we had high hopes and when we were closing the deal, we were just optimistic that this was going to be a turning point. We were seeing so much progress on all the important stuff, all the business fundamentals of having a wait list with willingness to pay and members who were giving us great NPS responses and all those sort of pieces. But having that big validation moment we hoped would obviously boost the signal and it totally beat my expectations many times over. And we’re certainly riding that wave. I mean that will continue to be a part of obviously the Levels story going forward.

(03:35:26):

And it’s kind of hard to tease out where that signal boost ends. I don’t think it does. It’s like a permanent part of our brand now. So when we have conversations, it’s in the context of this is a validated organization raising from a16, and not to mention the sort of litany of investors who came on to the cap table as part of our safe round and pre-seed and the seed round we’ve now really landed. And so looking at how that carried through to press coverage, we’re now sitting here and Levels have been covered in the New York Times and had a full spread in Men’s Health and has been discussed in Washington Post, Wall Street Journal.

(03:36:08):

It’s bizarre to say those words. And I don’t think those words happen without that raise going as it did, the scale of it, specifically from [inaudible 03:36:21] timing, all of that. And so it’s brought knock-on effects that we’re going to continue to benefit from. And whether it’s just from exposure for members, finding us, future members finding us or team, just the team growth has been phenomenal where you and I were just before recording this conversation, talking about some of our recent team additions and just how out of the ballpark amazing they are and how the team continues to get better. And I think all of this is, it’s all one thread, it’s all connected. None of these happens without the other end, I don’t think.

Ben Grynol (03:36:57):

Were your expectations different? In the way that you framed the signaling of a16z, were they different because of maybe the lens through which you looked at fundraising previously or it was almost a matter of… Did it exceed your expectations because of not being as immersed in the fundraising environment or what was sort of the outlook on it? The reason I ask is in the world of the VC nerd world, there are certain funds that if a company raises from, I think anybody who follows the VC nerd world is like, oh, XYZ is part of that round. That is a strong signal and the implications of it are this. And the reason I think that is because I’ve seen this happen 10 times before. Do you kind of know what I’m getting at where it’s like?

Josh Clemente (03:38:00):

Yeah, you’re nailing it. I mean, for me, my background is, it’s not really, it’s in VC startup world, but it’s in a very, I think different corner of it where, I don’t know how to put this, but SpaceX and Tesla and all of these big hardware companies, they raise VC money, but the signal that I as a mechanical engineer look for is did they make it to orbit or who is running their technical team? You know what I mean?

Ben Grynol (03:38:32):

Yeah.

Josh Clemente (03:38:33):

And I just never… This is my own industry change and education experience to come up to speed on how things work here. And of course I know a16z and I know companies that they’ve been investing in, and I know all about their thesis and how successful they’ve been, but for some reason, I underestimated the degree to which that would be an accelerant for a company like ours, which is we’re not moving atoms, we’re moving bits and bytes. And how quickly, I think it’s ultimately what it’s about is the difference between an idea spreading and an immobile milestone having to happen, something like getting to orbit for SpaceX.

(03:39:17):

It doesn’t matter how excited people get, it doesn’t improve the likelihood that you get to orbit, really or at least didn’t feel that way. Whereas with Levels, it’s like if we need to grow the team effectively and build a product that’s going to change the future of metabolic health, and you can very rapidly change the likelihood of that happening by making an announcement that you raise from a company like a16z and getting the attention of the individual who will enter the organization and be instrumental in making that happen.

(03:39:53):

And because it is software and data science and member experience and these types of components that our iteration time can be so much better than hardware. I think I just underestimated how fast that shift can happen and how much of it is the spread of ideas. Does that make sense?

Ben Grynol (03:40:14):

Yeah. I think it probably… You can sort of take it in any direction and apply it to all these categorical things, right? So you saying, “oh, as a mechanical engineer, I care about who’s leading the team.” That’s a signal. And take this, if Don Valentine, if Don Valentine gave you the nod in VC, that was a big signal. I mean in perpetuity it always was. If Bob Rock, if you’re in music and Bob Rock is like, “hey, I’m producing your record.” Well, Bob Rock is ACDC, is Bon Jovi, is Shania Twain, is keep naming people.

Josh Clemente (03:40:59):

Yeah

Ben Grynol (03:40:59):

That’s the signal. And I think you take this if Neil deGrasse Tyson, right? Like just name some category, that’s the nod. And that’s the interesting thing. And it’s kind of like one would know if Neil deGrasse Tyson gave you a nod on something related to astrophysics, you’d be like, well, I know that’s good. But then if you have a limited lens of that world, you might look at it and be like, oh, I didn’t expect. I knew it was going to be good, I did not know it was going to be that.

Josh Clemente (03:41:33):

Exactly. I think that’s what it comes down to is. Sam and I talk a lot about the signaling component of the raise and how important it would be, and I totally agreed that it’s important that we excel in this raise process and that we close a really top-name fund. But looking back on it, I did not have the context for how important it was actually. I knew that it was important and raising the money and having the runway was top of mind. But what I didn’t quite grasp was how much we could have left on the table. You know what I mean? If we hadn’t been able to close a16, it’s really challenging to tell where would we be right now. And so all of this stuff again is squishy and blends together and it’s tough to be able to tease it apart. But all I can say is that it was certainly rocket fuel for the trajectory we were on.

Ben Grynol (03:42:39):

It’s easy to understand why people could say, well, raising’s raising. It doesn’t mean anything, comes down to execution, right? That is very much a reality. And there is nothing guaranteed about startups. I mean the failure rate is extremely high. And you always have to ask yourself why would you even do that? The probability of success is so low. And when you actually get down to, not just… You start to define what is success, not just like we are alive or we are not alive. It is like do you get to a meaningful place where you’re able to actually solve the problem you’re trying to solve? Did you set out and were you able to achieve the thing that you’re trying to do? And for us, it’s solving the metabolic health crisis, and that’s this massive global endeavor that just seems like it’s Sisyphean in every… In every endeavor, every approach we take, it’s very, very hard, right? But when it comes down to execution, where are we headed?

Josh Clemente (03:43:48):

Well, just to wrap up the VC conversation though real quick, I think that to some extent it’s absolutely true that it all comes down to execution, but along the way, a very important way point, and not all teams need to raise from a top name fund in order to be successful. We’ve seen that a thousand times. But a really strong way point validation and I think unlock is that moment we were able to achieve that.

(03:44:19):

And I think that provides morale, support for the existing team, validation of the existing concept, but also as we touched on it, it provides intangible and tangible resources that you can tap again and again and again. And that’s where we are right now is that we’re still riding that wave of credibility and validation other than the zero to one of just starting the company and getting our first customer and all of that extremely first moments sort of process. This year is going to be the most important for the company. The words mainstream I think are going to be thrown around because there’s so much raw pent-up demand and need for this, and we are approaching the operational and team environment necessary to really open the floodgates and start growing.