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SmileDirectClub files to go public amidst concerns from dental associations

SmileDirectClub, the at-home teeth-straightening service, is on its way to becoming a public company. SmileDirectClub is seeking to raise up to $100 million in its IPO, according to its S-1 filed today. The number of shares and price range for the offering have yet to be determined.

Prior to this, SmileDirectClub reached a $3.2 billion valuation following a $380 million funding round last October. Investors from Clayton, Dubilier & Rice led the round, which featured participation from Kleiner Perkins and Spark Capital. This funding came on top of Invisalign maker Align Technology’s $46.7 million investment in SmileDirectClub in 2016, and another $12.8 million investment in 2017 to own a total of 19% of the company.

In 2018, SmileDirectClub’s revenues came in at $432.2 million, a significant uptick from just $147 million the year prior.

The company ships invisible aligners directly to customers, and licensed dental professionals (either orthodontists or general dentists) remotely monitor the progress of the patient. Before shipping the aligners, patients either take their dental impressions at home and send them to SmileDirectClub or visit one of the company’s “SmileShops” to be scanned in person. SmileDirectClub says it costs 60% less than other types of teeth-straightening treatments, with the length of treatments ranging from four to 14 months. The average treatment lasts six months.

Though, members of the American Association of Orthodontists have taken issue with SmileDirectClub, previously asserting that SmileDirectClub violates the law because its methods of allowing people to skip in-person visits and X-rays is “illegal and creates medical risks.” The organization has also filed complaints against SmileDirectClub in 36 states, alleging violations of statutes and regulations governing the practice of dentistry. Those complaints were filed with the regulatory boards that oversee dentistry practices and with the attorneys general of each state.

SmileDirectClub explicitly calls out those issues in its S-1 as potential risk factors. Here’s a key nugget:

A number of dental and orthodontic professionals believe that clear aligners are appropriate for only a limited percentage of their patients. National and state dental associations have issued statements discouraging use of orthodontics using a teledentistry platform. Increased market acceptance of our remote clear aligner treatment may depend, in part, upon the recommendations of dental and orthodontic professionals and associations, as well as other factors including effectiveness, safety, ease of use, reliability, aesthetics, and price compared to competing products.

Furthermore, our ability to conduct business in each state is dependent, in part, upon that particular state’s treatment of remote healthcare and that state dental board’s regulation of the practice of dentistry, each which are subject to changing political, regulatory, and other influences. There is a risk that state authorities may find that our contractual relationships with our doctors violate laws and regulations prohibiting the corporate practice of dentistry, which generally bar the practice of dentistry by entities. Two state dental boards have established new rules or interpreted existing rules in a manner that purports to limit or restrict our ability to conduct our business as currently conducted.

Additionally, as the S-1 notes, a national dental association recently filed a petition with the U.S. Food and Drug Administration claiming that SmileDirectClub’s manufacturing violates “prescription only” requirements. While no regulations or laws have been passed that would affect SmileDirectClub to date, it’s a possible scenario that would greatly impact the company’s core business.

Cloudflare, in its IPO filing, thanks a third co-founder: Lee Holloway

Not every co-founder is acknowledged at the companies that they help to launch. Sometimes, they quit or they’re elbowed out. Often, they’re conveniently written out of the company’s history.

In the case of Cloudflare, a third co-founder who began the company with its higher-profile CEO, Matthew Prince, and its COO, Michelle Zatlyn, is little known outside the company for a very different reason. As Cloudflare states in an S-1 IPO filing that it made public today, “Tragically, Lee stepped down from Cloudflare in 2015, suffering the debilitating effects of Frontotemporal Dementia, a rare neurological disease.”

Frontotemporal dementia impacts between 50,000 and 60,000 Americans, according to a rough estimate cited by the Alzheimer’s Association, and it tends to impact younger people, often beginning in their 40s.

Though the cause isn’t known, a person’s risk for developing frontotemporal dementia — wherein the frontal and temporal lobes of the brain shrink — is higher if there’s a family history of dementia, according to the Mayo Clinic.

Cloudflare did not respond today to questions about Holloway, but Prince and Zatlyn, in a section of the filing addressed to potential shareholders, credit Holloway as the “genius who architected our platform and recruited and led our early technical team.” In fact, they write, when picking a code name for the company’s IPO, they chose “Project Holloway” to honor his contribution, because the “technical decisions Lee made, and the engineering team he built, are fundamental to the business we have become.”

Holloway’s beneficiaries will be rewarded for that work. According to the S-1, trusts affiliated with him own 18% of the company’s Series A shares (or common shares) and 3.2% of the company’s total outstanding shares. Prince meanwhile owns 20.2% of the company’s class B shares and 16.6% of all outstanding shares, and Zatlyn has 6.8% of the company’s class B shares and 5.6% of the overall shares outstanding.

If Cloudflare goes public at the $3.2 billion valuation that it was last assigned by its private investors, Holloway’s family and other trust recipients could see upwards of $100 million.

That’s none too shabby for a computer geek who attended Monte Vista High School in Danville, Calif., before working as an engineer at the bubble-era home improvement site HomeWarehouse.com. Its assets were sold in 2000 to Walmart.com in an apparent fire sale; at the time, then-CEO Jeanne Jackson told the San Francisco Chronicle that Walmart was “very impressed with the commerce platform developed by the Homewarehouse.com team.”

After that experience, Holloway headed to UC Santa Cruz, where he studied computer science and, in a meeting that would change his life, was introduced through a professor to Prince with whom he began building an anti-spam startup called Unspam Technologies. Holloway was its chief software architect; Prince continues to serve as chairman.

The two also co-created Project Honey Pot, an open-source community that still tracks online fraud and abuse.

Zatlyn would enter the picture soon after.

According to Cloudflare itself, in 2009, Prince had taken a sabbatical from work to get his MBA from Harvard Business School. It was when he began telling Zatlyn, a classmate, about Project Honey Pot and its community of users that she helped him recognize a related opportunity in not just tracking internet threats but also stopping them.

While they worked on the business plan as part of their studies, Holloway built the first working prototype. It worked well enough that by 2010, they were pitching investors at a TechCrunch Disrupt as one of the event’s “battlefield” participants.

Holloway wasn’t onstage for that demonstration. He might have preferred to operate in the background given the nature of his work.

Indeed, in the first of just three tweets he has ever published, he wrote simply, “Pondering the nature of web exploits.”

Pictured above: Cloudflare co-founders Zatlyn, Holloway and Prince.

Cloudflare says cutting off customers like 8chan is an IPO ‘risk factor’

Networking and web security giant Cloudflare says the recent 8chan controversy may be an ongoing “risk factor” for its business on the back of its upcoming initial public offering.

The San Francisco-based company and former Battlefield finalist, which filed its IPO paperwork with the U.S. Securities and Exchange Commission on Thursday, earlier this month took the rare step of pulling the plug on one of its customers, 8chan, an anonymous message board linked to recent domestic terrorist attacks in El Paso, Texas and Dayton, Ohio, which killed 31 people. The site is also linked to the shootings in New Zealand, which killed 50 people.

8chan became the second customer to have its service cut off by Cloudflare in the aftermath of the attacks. The first and other time Cloudflare booted one of its customers was neo-Nazi website The Daily Stormer in 2017, after it claimed the networking giant was secretly supportive of the website.

Cloudflare, which provides web security and denial-of-service protection for websites, recognizes those customer cut-offs as a risk factor for investors buying shares in the company’s common stock.

“Activities of our paying and free customers or the content of their websites and other Internet properties could cause us to experience significant adverse political, business, and reputational consequences with customers, employees, suppliers, government entities, and other third parties,” the filing said. “Even if we comply with legal obligations to remove or disable customer content, we may maintain relationships with customers that others find hostile, offensive, or inappropriate.”

Cloudflare had long taken a stance of not policing who it provides service to, citing freedom of speech. In a 2015 interview with ZDNet, chief executive Matthew Prince said he didn’t ever want to be in a position where he was making “moral judgments on what’s good and bad,” and would instead defer to the courts.

“If a final court order comes down and says we can’t do something… governments have tanks and guns,” he said.

But since Prince changed his stance on both The Daily Stormer and 8chan, the company recognized it “experienced significant negative publicity” in the aftermath.

“We are aware of some potential customers that have indicated their decision to not subscribe to our products was impacted, at least in part, by the actions of certain of our paying and free customers,” said the filing. “We may also experience other adverse political, business and reputational consequences with prospective and current customers, employees, suppliers, and others related to the activities of our paying and free customers, especially if such hostile, offensive, or inappropriate use is high profile.”

Cloudflare has also come under fire in recent months for allegedly supplying web protection services to sites that promote and support terrorism, including al-Shabaab and the Taliban, both of which are covered under U.S. Treasury sanctions.

In response, the company said it tries “to be neutral,” but wouldn’t comment specifically on the matter.

Cloudflare files for initial public offering

After much speculation and no small amount of controversy, Cloudflare, one of the companies that ensures that websites run smoothly on the internet, has filed for its initial public offering.

The company, which made its debut on TechCrunch’s Battlefield stage back in 2010, has put a placeholder value of the offering at $100 million, but it will likely be worth billions when it finally trades on the market.

Cloudflare is one of a clutch of businesses whose job it is to make web sites run better, faster and with little to no downtime.

Recently the company has been at the center of political debates around some of the customers and company it keeps, including social media networks like 8chan and racist media companies like the Daily Stormer.

Indeed, the company went so far as to cite 8chan as a risk factor in its public offering documents.

As far as money goes, Cloudflare is — like other early-stage technology companies — losing money. But it’s not losing that much money, and its growth is impressive.

As the company notes in its filing with the Securities and Exchange Commission:

We have experienced significant growth, with our revenue increasing from $84.8 million in 2016 to $134.9 million in 2017 and to $192.7 million in 2018, increases of 59% and 43%, respectively. As we continue to invest in our business, we have incurred net losses of $17.3 million, $10.7 million, and $87.2 million for 2016, 2017, and 2018, respectively. For the six months ended June 30, 2018 and 2019, our revenue increased from $87.1 million to $129.2 million, an increase of 48%, and we incurred net losses of $32.5 million and $36.8 million, respectively.

Cloudflare sits at the intersection of government policy and private company operations and its potential risk factors include a discussion about what that could mean for its business.

The company isn’t the first network infrastructure service provider to hit the market. That distinction belongs to Fastly, whose shares likely have not performed as well as investors would have liked.

Screen Shot 2019 08 15 at 10.10.17 AM

Cloudflare has raised roughly $332 million to date from investors, including Franklin Templeton Investments, Fidelity, Union Square Ventures, New Enterprise Associates, Pelion Venture Partners and Venrock. Business Insider reported that the company’s last investment gave Cloudflare a valuation of $3.2 billion.

The company will trade on the New York Stock Exchange under the ticker symbol “NET.” Underwriters on the company’s public offering include Goldman Sachs, Morgan Stanley, JP Morgan, Jefferies, Wells Fargo Securities and RBC Capital Markets.

Africa’s top mobile phone seller Transsion to list in Chinese IPO

Chinese mobile-phone and device maker Transsion will list in an IPO on Shanghai’s STAR Market, Transsion confirmed to TechCrunch.

The company — which has a robust Africa sales network — could raise up to 3 billion yuan (or $426 million).

“The company’s listing-related work is running smoothly. The registration application and issuance process is still underway, with the specific timetable yet to be confirmed by the CSRC and Shanghai Stock Exchange,” a spokesperson for Transsion’s Office of the Secretary to the Chairman told TechCrunch via email.

Transsion’s IPO prospectus is downloadable (in Chinese) and its STAR Market listing application available on the Shanghai Stock Exchange’s website.

STAR is the Shanghai Stock Exchange’s new Nasdaq-style board for tech stocks that also went live in July with some 25 companies going public. 

Headquartered in Shenzhen — where African e-commerce unicorn Jumia also has a logistics supply-chain facility — Transsion is a top-seller of smartphones in Africa under its Tecno brand.

The company has a manufacturing facility in Ethiopia and recently expanded its presence in India.

Transsion plans to spend the bulk of its STAR Market raise (1.6 billion yuan or $227 million) on building more phone assembly hubs and around 430 million yuan ($62 million) on research and development, including a mobile phone R&D center in Shanghai, a company spokesperson said. 

Transsion recently announced a larger commitment to capturing market share in India, including building an industrial park in the country for manufacture of phones to Africa.

The IPO comes after Transsion announced its intent to go public and filed its first docs with the Shanghai Stock Exchange in April. 

Listing on the STAR Market will put Transsion on the freshly minted exchange seen as an extension of Beijing’s ambition to become a hub for high-potential tech startups to raise public capital. Chinese regulators lowered profitability requirements for the exchange, which means pre-profit ventures can list.

Transsion’s IPO process comes when the company is actually in the black. The firm generated 22.6 billion yuan ($3.29 billion) in revenue in 2018, up from 20 billion yuan a year earlier. Net profit for the year slid to 654 million yuan, down from 677 million yuan in 2017, according to the firm’s prospectus.

Transsion sold 124 million phones globally in 2018, per company data. In Africa, Transsion holds 54% of the feature phone market — through its brands Tecno, Infinix and Itel — and in smartphone sales is second to Samsung and before Huawei, according to International Data Corporation stats.

Transsion has R&D centers in Nigeria and Kenya and its sales network in Africa includes retail shops in Nigeria, Kenya, Tanzania, Ethiopia and Egypt. The company also attracted attention for being one of the first known device makers to optimize its camera phones for African complexions.

On a recent research trip to Addis Ababa, TechCrunch learned the top entry-level Tecno smartphone was the W3, which lists for 3,600 Ethiopian Birr, or roughly $125.

In Africa, Transsion’s ability to build market share and find a sweet spot with consumers on price and features gives it prominence in the continent’s booming tech scene.

Africa already has strong mobile-phone penetration, but continues to undergo a conversion from basic USSD phones, to feature phones, to smartphones.

Smartphone adoption on the continent is low, at 34%, but expected to grow to 67% by 2025, according to GSMA.

This, added to an improving internet profile, is key to Africa’s tech scene. In top markets for VC and startup origination — such as Nigeria, Kenya, and South Africa — thousands of ventures are building business models around mobile-based products and digital applications.

If Transsion’s IPO enables higher smartphone conversion on the continent, that could enable more startups and startup opportunities — from fintech to VOD apps.

Another interesting facet to Transsion’s IPO is its potential to create greater influence from China in African tech, in particular if the Shenzhen company moves strongly toward venture investing.

China’s engagement with African startups has been light compared to China’s deal-making on infrastructure and commodities — further boosted in recent years as Beijing pushes its Belt and Road plan.

Transsion’s IPO move is the second recent event — after Chinese owned Opera’s big venture spending in Nigeria — to reflect greater Chinese influence and investment in the continent’s digital scene.

So in coming years, China could be less known for building roads and bridges in Africa and more for selling smartphones and providing VC for African startups.