No VC, No Problem: Building a Profitable Exit | Sandra Shpilberg (Part 3/4)

Intro - 00:00:06: Welcome to the Biotech Startups Podcast by Excedr. Join us as we speak with first-time founders, serial entrepreneurs, and experienced investors about the challenges and triumphs of running a biotech startup from pre-seed to IPO with your host, Jon Chee.

In our last episode, Sandra Shpilberg shared how her experience at BioMarin sparked a passion for patient-centered innovation and how the challenges she faced in startup life helped her spot a major gap in clinical trial recruitment. If you missed it, check out part two.

In part three, Sandra tells the founding story of Seeker Health, how she launched it from her living room, landed her first customer on LinkedIn, and bootstrapped her way to a profitable, high-impact business. She also shares what it took to scale without outside funding, how she built a mission-driven team from scratch, and the mindset that carried her through the ups and downs of early-stage entrepreneurship.

Jon Chee - 00:01:16: So talk a little bit about the early days of being a founder. You know, talk about a new environment and a new experience for you. Talk about founding Seeker Health, and what were the early days like?

Sandra Shpilberg - 00:01:27: Yeah. So I became a founder. I started the company, Seeker Health. I went to LegalZoom, got my paperwork done. Yes. And created Seeker Health, set up a website, and then started thinking about what it is that I want to offer. And I knew that long-term, I wanted to offer the end-to-end solution, but I had to start somewhere.

The place that I could start without having much capital, much help from really anyone else, was to start a company that could place Facebook and Google Ads online for clinical trials in a compliant way. Right? That was step one of this process—was conquering that in a compliant way. And so initially, when I started the company, that's what I offered that we would do first.

Jon Chee - 00:02:12: The "we" was "me." Yep.

Sandra Shpilberg - 00:02:15: Yep. Was me.

Jon Chee - 00:02:16: Yeah. Yeah.

Sandra Shpilberg - 00:02:17: So, yeah, as a founder, you get used to saying "we," which is actually "I."

Jon Chee - 00:02:23: Yeah. Totally. I'm right there with you.

Sandra Shpilberg - 00:02:25: So, I named the company Seeker because at that time, my kids and I were reading the Harry Potter books. And in the Harry Potter books, there's a Seeker in the Quidditch game, and this Seeker has to go get the Golden Snitch. And here, it was the same thing where we're after this golden thing that is the patients that enter a clinical trial, and so we're the Seeker. So Seeker Health. The name really resonated for me.

But the first thing I did is I posted on LinkedIn. And I said on LinkedIn, "I started a company. It's called Seeker Health. We seek and find patients for clinical trials. And what we're doing is we're helping companies create compliant Facebook and Google campaigns to promote their clinical trials."

And immediately after I posted, a friend from Wharton, Anne, contacted me and said, "You know, I've been talking to this person that I know from Bain from her previous job who's at this small biotech company, and they're having trouble with their clinical trials. So I think they would be open to talking to you." I said, "Great."

So she connected me to this person, Bernard, at the company called Ignyta, which has since been acquired by Roche, and the product that we worked on has been approved. But Ignyta became my first customer. And initially, what I sold to them was a marketing campaign. They already had a website for the clinical trial, and the website was able to take information from a potential patient. So they had step two figured out. And what I could help them with is direct, targeted, relevant, specific traffic into that website for patients who would be interested in learning about this.

This clinical trial was complex. It was in oncology. It was a basket study with gene mutations. And at that time, it seemed like, this is rare, this is complex, and this is great. This is exactly what the algorithms at Google and Facebook have been trained to do. So let's apply them to this. They became my first customer. They stayed with us for two years, which is a long time in this market because trials usually enroll between one and two years, and they basically proved the entire concept that this was working.

Now at that time, as I got one under my belt, a couple of months into working on setting this up, then I began to market more and more and try to get additional customers. And I think the first year, we had five customers. So five different companies that said yes. Most of them were small companies that were working on their first product to market, and they were willing to try something new. I wasn't pricing things in an exorbitant kind of way, so I was getting paid.

So that's one thing because a lot of founders sometimes say that we need to do things for free. I've never done anything for free. Everything I've done, I've always gotten paid, but I wasn't giving them a huge bill. I was giving them something that was reasonable. And, you know, initially, Jon, when I look back, my initial expectations of the business were really small. Like, initially, I was like, "Well, I just lost my job. So, really, what I want to do is if I could get, like, three or four customers, with whatever I can take home from that, I should be able to replace my salary." So initially, I was like, "I'm just going to replace my salary so that my kids have money."

Jon Chee - 00:05:49: Yeah. "So I could pay my bills to support my kids." Yeah. Totally. By the way, I love that perspective because, also, it reminds me of your mother. Like, "It's all up from here."

Sandra Shpilberg - 00:06:04: Yes.

Jon Chee - 00:06:05: Yes. It is all up from here. That is an important thing; it's a mindset framework that I think is important for entrepreneurs. It's just like, if you can keep that mentality, it enables this growth and you ultimately exceed your expectations, right, when it's only up.

Sandra Shpilberg - 00:06:23: I think that's exactly the point I'm trying to make, that many times a lot of companies start and they're like, "We're going to be a billion-dollar company." And people get really disappointed when they are not a billion-dollar company. I did the opposite, and probably I did it to a fault where initially, my expectations were too low. Like, I should have had higher expectations than just replacing my salary. However, because my expectations were so low that all I wanted was three customers to replace my salary, in the first year, I was delighted because I completely exceeded my expectations and felt like this is going to work. This is going to be great.

Jon Chee - 00:07:02: You get momentum. There's real momentum to that. By the way, the same thing with Excedr. I was like, "I literally need to figure out how to pay myself so I can put food on my table." Like, "I need to have a meal." And then I was like, "Awesome, a paying customer. I can have dinner." Like, this is awesome. And then you just keep going, and you're almost surprising and delighting yourself.

Sandra Shpilberg - 00:07:25: Yes. Which I think is not a bad way to do it. And so here's the thing: my message is not "have super low expectations." That is not my message at all. But there is something that happens when we create expectations that are actually realistic, that we have a chance to delight ourselves. And then that creates this motivation to keep going and be like, "Oh, this is working out much better than I expected."

Jon Chee - 00:07:48: For sure. And I love what you're saying, just like, when you do it the inverse where you're like, "I got to be a billion-dollar company," and then you're not there... It's not to say that's impossible, but that can emotionally set you back and discourage you. You're like, "God darn it. Why am I not a billion-dollar company?" And it's been three months. Like, give it some time. You know, it's kind of like this incremental... you got to roll the first revolution of that snowball. You gotta first push it. Like, the first couple pushes and you expect it to be a giant boulder from the start.

Sandra Shpilberg - 00:08:22: That was the first year. That was 2015. Got five customers. One of the customers was a person who came from Nora Therapeutics, Mark Join. So the people from Nora Therapeutics, we were all out of jobs. So that was something else that actually helped me a lot because everybody ended up in new jobs. And in these new jobs, they would get a fresh opportunity to try what we were doing at Seeker Health. And one of the people that gave me multiple chances was Mark Join, who went to another company that was basically growing up, and we worked on enrolling that clinical trial. And so that's another component where the Nora Therapeutics failure, again, wasn't completely a failure because now you have these eight people that are all doing something new and have an opportunity to show them, and some are willing to give this a try.

So that was year one. Year two became all about, "I need to grow this team."

Jon Chee - 00:09:15: The "we" needs to be a real "we."

Sandra Shpilberg - 00:09:17: The "we" needs to be a "we."

Jon Chee - 00:09:19: Yeah. Yeah.

Sandra Shpilberg - 00:09:19: The "we" needs to be at least two people. More like five people. And we need to become like a real company. Here's what I mean by a real company. One, I need to have other employees that are part of this because I need to delegate these activities. I need to train people that are experts and can repeat what we're doing, not across five customers, but ideally across 30 customers, 40 customers. So that becomes part of the thing. I need to hire people, so I go hire the people. I need to set this up to be a company that people want to join. So I have to offer benefits. I have to offer a 401(k). I have to offer all the things that a person who wants to choose a job would want. Right?

And then finally, I have to grow the product. The product can't just be the Facebook and Google advertising. We have to push and we have to manifest the vision that I had at Nora Therapeutics, which was end-to-end. Right? The patient sees the ad. They go into our pre-screener. They submit data into our portal, and then we connect them to a site—the entire process, end-to-end. So the second year is spent doing this massive growth. It's a lot of work. This is not a cushy job.

Jon Chee - 00:10:34: Yeah.

Sandra Shpilberg - 00:10:35: I'm working Saturdays. I'm working Sundays. I'm working all the time. I'm putting the kids to sleep. I'm going back to my computer. I'm sending proposals. I'm hiring people. I'm setting up benefits. I'm setting up the accounting system. So this is not a cushy job. This is an "everything is my responsibility" job, and then it is also my responsibility to find competent people to take things off my plate. But it is still my responsibility.

Jon Chee - 00:11:00: And I was just going to say, just to highlight that, most entrepreneurship is not cushy. It is not cushy. As much as it might seem in the media that it's just popping champagne most of the time, it is not that. It is quite the opposite, actually. But it's not to say it's not fun, but it is definitely hard work.

Sandra Shpilberg - 00:11:26: It's hard work. It's hands-on, and it's kind of never-ending. You don't ever really feel like, "I'm done." I'm done for today, but tomorrow, we got to keep going.

Jon Chee - 00:11:39: Talk about taking armor off. Like, that's what my wife reminds me. It's like, "You've got to stop at some point in time," and that's a hard thing. I think a lot of entrepreneurs feel like you can't... it's hard to turn it off.

Sandra Shpilberg - 00:11:50: Yes. Very hard to turn it off.

Jon Chee - 00:11:51: Super hard. Super hard. Sorry, just a personal anecdote.

Sandra Shpilberg - 00:11:54: Yeah. And so one of the things I figured out as a working woman was that it was very important that my kids participated in this business because since the business was basically like a third child, they had some intimacy into what was happening here and some contribution to it, and that they felt like they understood why I was doing this and why it was happening. So I had both of my kids deeply involved in the business. I would show them the things that we were doing. And, basically, my kids to this day still recall that our dinner table conversation was basically like an MBA conversation where I'm telling them about, "This is the customer we won. This is the customer we lost. This is how we're changing the product. This is the software developer I hired."

They got to see the whole thing. And I have two children. One is 22 right now, and we'll get to this in a moment. The other one is 17. But they both got a lot out of this experience. It was almost like by osmosis. You know? It was the air that they were breathing that I was building this company. It was just happening in their childhood.

Jon Chee - 00:12:56: I mean, it reminds me of your experience at your dad's store.

Sandra Shpilberg - 00:12:58: Exactly.

Jon Chee - 00:13:00: Trial by fire is kind of osmosis. You just learn by doing.

Sandra Shpilberg - 00:13:03: Yes.

Jon Chee - 00:13:04: Yes. Very cool.

Sandra Shpilberg - 00:13:05: Yes. Okay. So then, at Seeker, there are a couple of important things that happen in that second year. One is that Seeker becomes a vetted supplier for Syneos Health. Syneos Health is one of the largest clinical research organizations in the world. They are responsible for the execution of hundreds of clinical trials a year. They're used by multiple biopharma companies. And Syneos comes to us basically saying, "We need this type of solution, especially for rare diseases, especially for harder-to-enroll clinical trials."

And so that was a massive transformation for the business because all of a sudden, we had found a whale. And a whale, in my description, is a very, very large customer full of fish inside.

Jon Chee - 00:13:57: Yeah. Absolutely.

Sandra Shpilberg - 00:13:59: And so if you find a whale, you no longer have to go find 20 fish because you have a whale.

Jon Chee - 00:14:05: Right? Yep.

Sandra Shpilberg - 00:14:06: And so that was very, very transformative. We continued to work with Syneos, and we continued to work directly with biopharma companies. We also worked with other CROs, but I feel like that was really a defining moment for the company once we became a vetted supplier for them because now we were part of this massive organization with a constant need for clinical trial enrollment.

And as the company kept going, we got more and more experience, and it was very clear that our system was working the best when the condition was serious, and that made perfect intuitive sense to me. Basically, the concept is we're intersecting a patient or a caregiver online. If what they have is something simple like eczema, they're not going to get very motivated to do all of this. There are 40 over-the-counter treatments. There's an equal number of approved treatments. So that's not very motivational. But if who we are intersecting is a patient with colorectal cancer who's already tried two lines of therapy and didn't get anywhere and still needs a new solution, that's the type of patient that can get activated enough to fill out this form, to take the phone call that's going to come after, and to go into this clinical trial.

So Seeker became very focused on rare diseases, on oncology, and specialty conditions. Most of the studies that we enrolled were for very, very serious things like ALS, Parkinson's, all types of cancers from the top of the head to the bottom of the body. Every possible cancer, we basically enrolled for, from brain cancer to breast cancer to prostate to colorectal to gastrointestinal stromal tumor to sarcoma, and then rare diseases like Prader-Willi and Ewing's sarcoma and PKU and all sorts of things of that sort. But it basically became serious and rare, which carved out a really nice position for the company. And it's the position where you have most biotech companies doing development, and therefore, the company was growing very well.

So then around year three, my head's down, I'm executing, and I get our first offer to acquire the company. And, Jon, I wish I could tell you that I planned it. That I had such a vision when I started Seeker, and I was able to plan the exit, that I was going to exit at this point in the company and that it was all going to work out. No. I didn't plan anything. This all came to me. I was operating the company. I was operating a profitable company. So there was revenue coming in. That revenue was paying for the salaries and the software development and all the things that we needed to pay for. And then at the end of the day, I was taking money home, and I was making a very good living operating a profitable company that had been bootstrapped. So no investors. Right? I owned 100% of this company.

So a very different model than we see in VC, where in VC, you're generally operating an unprofitable company, and you're getting as much money as you can to very quickly grow the company. And that is a very valid route. It is not the route that I took. The route that I took was: get customers to pay for what we were doing, use that money to build the company, and there will be some leftover for me to take home to buy clothes for my children.

Jon Chee - 00:17:31: Yep. And people forget, I think being in the Bay Area, that that's how most businesses operate. You know, especially being in Palo Alto, it's like the mecca of that VC business model. Nothing wrong with that business model. But 90% of businesses operate under this model, which is totally possible. And I love hearing that you're able to do a ton of work with the largest organizations a different way, and I love that. But you get this acquisition offer. Was it just a phone call, kind of like the recruiter?

Sandra Shpilberg - 00:18:04: It was a company that we were partnering with. So a medical communications company that didn't have this ability to run a full clinical trial enrollment system, but had customers that were right adjacent to all of this and needed this kind of work. And so we were partnering with them. They were basically like our customer, trying this out until it sort of escalated to someone higher up in the company that contacted us and said, "We're missing this in our offering, and we want to consider acquiring your company."

Jon Chee - 00:18:33: How was that experience? Must have felt out of body.

Sandra Shpilberg - 00:18:36: It was very interesting because at that point, I didn't even know if I wanted to sell the company. So I had a coach during that time, an executive coach, Charles. And I actually really recommend that founders have an executive coach; it's like a therapist but for your business side. And with the coach, we sat down to actually start thinking about whether or not I was ready to sell this company because only about three years had passed. And, you know, for most companies, the first three years, you're just kind of getting things going. You're just proving traction.

But, anyway, we went through this clarity process. And at the end of the day, it came out for me that, yes, if I could sell the company for something that would feel right for me and the company was going into a structure that I could feel comfortable with. Like, if all the stars aligned, I would be open to selling the company. Right? So the first thing was that, was figuring out, "Do I want to do this?" And then the second part was working through, "What does it mean to sell a company? What are the levers that I'm working with? What are the possibilities?" Because I'd never done this before, actually selling an entity.

So the best thing I did with that was reach out to people to ask who else had sold a company and what were the things that I needed to think about that I didn't even know I needed to think about. And there was this woman, Rachel Meyer, who's since been so incredibly successful. She was very generous with her time. She was best friends with my sister-in-law, and she introduced us. I talked to many people, but I think she was the one that helped me the most because she was very transparent and told me about what the process looked like for her. She sold a company. What the process looked like for her. What were the different things that you need to consider? What were the possibilities? You know? You can get cash. You can get stock. You can get employment. Do you want employment? Do you not want employment? How long do you want to be operating this company? The whole concept of earn-outs—that not everything is paid upfront. Some of it has to be earned over time. So, basically, talking to other people who had also gone through this experience of selling a company helped me the most to gather information so that I could begin to think through what it is that I wanted.

Right? Now when I get offer one, I get offer one and I'm very naive at this point, so I'm kind of working through it. I honestly spent way too much time entertaining them given what the offer was. But, anyway, I entertained them. At some point in offer one, they start dragging their feet. I'm kind of like, "Okay. I might do this." And they start dragging their feet, and then they tell me that they think that our revenue is slowing down. I was like, "Our revenue is not slowing down." But it seemed like they wanted to use an excuse to back out. And so I said, "Sure. That's fine. You do whatever you want. I know our revenue is not slowing down. But if you want to back out, you don't need to have any excuse to back out. Just back out."

And as soon as they backed out, like two weeks later, another company comes to try to acquire. They were a communications company as well. They had a lot of clients that could use what we were doing, and then they also put an offer together. And the first thing I don't like about their offer is that it's a 50/50 sale. So I'm only selling 50% of the company, and I'm retaining 50%. And that to me seemed like not a very good execution of governance and control. Like, somebody should own this company.

Jon Chee - 00:21:59: You're at a stalemate.

Sandra Shpilberg - 00:22:01: Yes. Exactly. One person should own this company. Right? And one person should have full control of making the decisions of the company, so that one didn't work. You know, in retrospect, offer one and offer two, they helped me kind of start to tease out what did I like about that offer, what did I not like about that offer.

And so during this time, I was working with Charles, my coach. And what we did after I rejected offer two is that I put together a list of what I wanted. Okay? And I recommend everyone do this for anything you want to do in your life, not just selling a company, anything you want to do, even the partner you want to attract. You got to put out there your order to the universe. Right? Like, this is my order. This is what I'm looking for. And so I wrote it all down.

I wanted an all-cash deal. I didn't want to take stock in another company because all these were private companies that may never transact. So it was going to be all cash. I wanted to sell 100% of the company or none of the company. There was nothing in between. Right? Like, somebody should either take the whole thing or not.

Jon Chee - 00:23:07: Yep.

Sandra Shpilberg - 00:23:08: And then I was only open to a two-year employment agreement, no more than that. The earn-outs could not be more than 20% of the acquisition value because they may never get paid, and companies may come up with reasons why not to pay them. My lawyer had alerted me of that. Now I didn't have that situation; the acquirer paid the earn-outs. Anyway, so I put my list of things. It had about 10 things on it that I was looking for. I wanted to make sure the company remained in Palo Alto, that we could retain the employees that I had nurtured and grown into this very specialized role of running these campaigns.

So I put my list of 10 things, and I said, "Okay. Bye-bye company one." They went. "Bye-bye company two." And then company three showed up. And so by the time they show up, the discussion is totally different. They're not telling me what they're going to give me. I'm telling them.

Jon Chee - 00:24:00: Yep.

Sandra Shpilberg - 00:24:01: Because I had this moment to pause and say, "What do I want?" And I'm going to write down the 10 things that I want. By the time we're having this discussion, the discussion goes along the lines of, "Well, we're interested in acquiring your company. What would it take to do that?" Then I am in a position where I am telling them, "This is what it would take for this deal to happen." And so it's a complete reversal of the situation that I was in before.

Jon Chee - 00:24:26: I love that, by the way, because, one, it's just like, you can't assume people can read your mind. Spoiler alert: people can't read your mind. And I think, even in M&A, I love that. It's kind of a good litmus test. Let's not waste anyone's time here. Let's be respectful of everyone's time. Here's what I'm looking for. And I think there's something about fundraising journeys... I think why there's a lot of frustration during fundraising and even in M&A is because no one knows what the other truly wants.

Sandra Shpilberg - 00:24:57: Yes.

Jon Chee - 00:24:58: There's information asymmetry, and sometimes people just don't want to share and tell you what they want. You never know. It's like they might tell you, "Yeah, yeah, yeah. We're really interested." But behind the scenes, they're actually not so interested for X, Y, Z reasons, but they're not going to actually disclose that. And as an investor, it's also hard to know, what does that founder want? And so there's kind of this dance that you're doing. And it just breeds frustration with the process, and I love how you kind of cut through it. It's like, "Here we go. Here it is. And if you don't like it, it's okay."

Sandra Shpilberg - 00:25:32: Exactly. And, you know, I think there's always a balance as well because, you know, sometimes maybe the acquirer is willing to pay a lot more than you want to ask, and there's a balance to play there. Maybe you're not the one that makes the first offer, but you're the one that is showing up to that negotiation with very good clarity as to where this conversation begins.

Jon Chee - 00:25:53: Yeah. Are we even in the same zip code here?

Sandra Shpilberg - 00:25:55: Yes.

Jon Chee - 00:25:56: Or are we on Mars and Pluto?

Sandra Shpilberg - 00:25:59: Exactly. Yeah. Absolutely. And so, you know, at this point, when I'm talking to this third company, I'm, of course, so glad that company one walked away because what they were offering was nothing compared to what was possible here.

Jon Chee - 00:26:13: Yep.

Sandra Shpilberg - 00:26:13: And, also, I'm very glad that I said no to company two because that wasn't a good structure that I was going to take. So, anyway, company three seems like it's going to be a deal, so we're going to diligence. And diligence is—let me tell you, doing due diligence on an acquisition, where your company is being acquired while running a fully operational startup that needs to continue to grow revenue, is the most challenging thing I have done. Not fun. It's actually having about four to five full-time jobs that all have to be done at the same time.

And with the due diligence, there was a lot that I could not delegate because the information that they need is the very intimate information of the company. Right? It's all of it. It's the formation documents. It's the revenue of the company by client. It's the growth. It's the employment agreements that we have with our employees. It's all of it. The entire build has to now be provided to this acquirer for review. And so I couldn't delegate this to anyone else. I had to do that while still doing the job of the founder. So very, very intense time, very challenging. I remember I was pretty stressed. I think I gained, like, 10 pounds during that time. It was a lot. It was a lot to deal with.

But, thankfully, while deal number three is happening, a fourth company comes on board. And, actually, this company is, from a fit perspective, an interesting one because they are actually a CRO. They're a clinical research organization. And what that means is that they already have the customers that we need. They just need to give them the opportunity to add on this additional program, platform, service that we were offering. But I am way too far along with company three to wait for company four. And so at that point, I decide just not to wait for company four and just keep moving forward with company three. That's a decision I made. Maybe somebody else in my shoes would have said, "You know what? I'm going to pause. I'm going to get company four. I'm going to tell company three company four is here. I'm going to talk to them, and then I'll come back to you in a couple of weeks." I did not do that. I just moved forward with company three, and I closed the deal. And I sold my company.

Jon Chee - 00:28:32: Wow. That is incredible. And I love your description of it because it is truly like four jobs. I haven't gone through that exact experience, but I've gone through similar experiences. And my god. And that's why people talk about a company example, I think it was Plaid and Visa. Like, Visa was thinking about buying Plaid, but it ended up not happening because of regulatory issues. But that period in which Plaid had to do all that... you literally just have to take your head on a swivel and do two things at once. And it will just have you burning the candle at both ends and pulling your hair out. But amazing that you got it done, and congratulations. But how was that for you? You're like, "I got it done. I got it sold." Like, what was the mentality? It was great. It just felt like a great success.

Sandra Shpilberg - 00:29:23: You know, I had started three years prior. I had started a company with nothing but this idea that I could solve this pain point of patient enrollment. And then three years later, when I look back, there were about 11 people that I was employing who were doing well and growing in their careers. There was a software platform that had been developed. And then most importantly, there were 60 clinical trials that had gone through the system and that enrolled the patients that needed to get into these studies so that these drugs could move along to phase two, phase three, and approval.

So I was very happy, honestly. And I knew that there were things I would have done differently, but what I did was okay. And it worked and it felt really good and it felt really complete. So I still remember the day when the deal closed, September 28th. The money gets wired. The papers get signed, and I'm turning the company over. And it was a very happy day. Honestly, it was a very happy day. I was very happy to show my family that I had done this, the first person to do this in my family.

Jon Chee - 00:30:34: I'm sure your parents were ecstatic.

Sandra Shpilberg - 00:30:37: Yeah. So my mom was ecstatic. My father had passed away during the Nora years. But, honestly, that was also even more motivation to do the company because he died shortly before I started Seeker. And as I started Seeker, I could feel his spirit, like he was saying, "I'm doing this with you. Let's do it." You know? "I'm here. I'm not here in a body, but I will be here to support you and do it."

Jon Chee - 00:31:04: Amazing. I love that. And I can imagine all of this coming in and you're feeling ecstatic. Was there a thought that you were just going to ride off into the sunset or maybe drink Mai Tais on a beach?

Sandra Shpilberg - 00:31:14: Well, unfortunately, most of these deals don't work that way, which is that when they acquire you, they want you to stay and work for them. Right? So I had a two-year employment contract, but I also had an earn-out that was defined by revenue. And so when the revenue was reached, the earn-out was paid. Right? And so I went to work for them, basically. So, no, I didn't... I mean, I did celebrate. I did go out to dinner, buy myself something nice, get a financial advisor.

Jon Chee - 00:31:48: Yeah. Totally. Totally.

Sandra Shpilberg - 00:31:50: Make some long-term plans for us and the children and all this stuff. So I did do all of that, but, no, I didn't really get to take a long vacation or retire in any kind of way at that point because I really had to work for that. It was supposed to be two years, and it ended up being a year and a half because revenue was doing well, so I reached the revenue target earlier.

Jon Chee - 00:32:12: Revenue's accelerating. It's not declining; it's accelerating.

Sandra Shpilberg - 00:32:16: And I knew it in my heart.

Jon Chee - 00:32:19: My bone marrow. Yeah.

Sandra Shpilberg - 00:32:22: So I worked for the acquirer for a year and a half and reached these revenue targets, got paid my earn-outs. Now earn-outs are always a question mark in these deals. They're payments that are generally contingent upon some kind of performance-type milestone. And what my lawyer had warned me about was that in his experience, companies don't pay earn-outs. They put them in the contract, but then they'll find a way to not pay them. Right? And so I was warned about that, and that was not my experience at all. I was tracking the revenue. I had an accounting person on the acquirer side tracking the same revenue. We had the same sheet we were looking at. And the minute that the revenue passed the threshold that they were looking for, the next day, the earn-out was in my account.

And so, again, I just want to restore hope there that there are acquirers that do what they say. There are acquirers that pay earn-outs. And I think the more that you go into it thinking it's not going to happen, it's not going to happen. But if you go into it thinking it's going to happen, and I have here the tracking mechanisms to show that, objectively, we reached the milestone, then the earn-out got paid.

So, when the second earn-out got paid, it was March 6, 2020. And so at that point, I tendered my resignation offer, and I thought that at that time would be a good time to do what you suggested.

Jon Chee - 00:33:49: Yeah.

Sandra Shpilberg - 00:33:50: Let me take some time off. Let me take care of myself. Let me be around for my kids a little more. They were doing fine. They were actually really enjoying all the ups and downs and all the dynamic nature of the business. So, you know, I could ask them now, and they say I was a present mother. Their father was a present father. But my plan was I was going to have fun. And so I had signed up for all these different things that I wanted to go do, and I bought tickets to this, and I bought tickets to that. And it's March 6th. And then as you know, March 13, 2020, COVID hit. And so at that point, basically, my entire six- to twelve-month vacation was out the window. Canceled. And instead of going to these things, I am collecting refunds from these things. At least I got refunds. And they issued refunds for tickets and things that I had bought for this incredible plan that I had of personal growth and renewal.

Outro - 00:34:58: That's all for this episode of the Biotech Startups Podcast featuring Sandra Shpilberg. Join us next time for the final part of this four-part series where Sandra reflects on co-founding Adnexi during the pandemic, teaming up with her son to build a new kind of platform, and navigating a long arc of personal and professional reinvention. She also talks about her approach to leadership, how she's scaling her startup, and how setbacks often set the stage for the next chapter.

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