The Exit Readiness Check with Eran Galperin (Founder of Gymdesk)

Selling your company is one of the biggest decisions you'll make as a founder. Whether you're actively preparing to exit or just want to make sure your ducks are in a row, understanding what acquirers actually look for can change how you build.

In this session, Eran Galperin will share his journey bootstrapping Gymdesk over 8 years as a solo technical founder, growing it to mid seven-figures in ARR and selling for $32.5 million in 2024. Now on the other side of the table acquiring SaaS companies through Indiemand Ventures, Eran brings a rare dual perspective.

What we'll cover:

• What acquirers are actually looking for when they evaluate a business
• What Eran wishes he'd done differently preparing for his exit
• How he thinks about business attractiveness now that he's the buyer
• What the process actually feels like and how to prepare for it

Come ready with your questions for Eran!

Eran bootstrapped Gymdesk — a gym and martial arts school management platform — from a nights-and-weekends side project starting in 2016 to a $45M enterprise value exit in May 2024 (the publicly quoted $32.5M reflects the cash component plus rolled equity). He joined TinySeed in Fall 2021 at around $40K MRR, already thinking about an eventual exit, and grew to $3M ARR by end of 2023 before running a sale process with Einar at Discretion Capital.

The 40 calls that changed everything

One of the most interesting parts of Eran's story is what he did in the two years before he was ready to sell. Between 2021 and 2023, he took around 40 exploratory calls with PE firms and potential acquirers — not because he was ready to sell, but to understand the landscape. Early on, the inbound emails looked like VC solicitations ("are you interested in growth funding?") and he ignored most of them. Eventually he started engaging, and those conversations became one of his most valuable preparation tools.

What he learned: not all inbound is worth your time. Junior associates with no authority to move a deal forward, firms looking for distressed assets, and those who clearly don't understand your market are all easy to filter out. The valuable calls were with people who really understood his vertical — because their questions immediately revealed weaknesses he needed to address. If a sophisticated acquirer asks about something you're struggling with, you can bet the next one will too. He used those conversations to sharpen his pitch, identify gaps in his business, and build a shortlist of firms he actually wanted to work with. By the time he engaged Discretion Capital, he already had about 20 firms on his radar and 3 he was genuinely excited about.

He also told each firm he spoke with a rough timeline for when he'd be ready to go to market — which meant the most proactive ones reached out just before he was ready. The firm that ultimately acquired him (Five Elms Capital) was one he had spoken with a couple of times but hadn't ranked as a top pick. They reached out about a month before he was set to launch a full process, and Einar was able to negotiate a number high enough — $45M vs. the $30M Eran had modeled as a ceiling — that going to market wasn't necessary.

What made Gymdesk attractive

Eran was clear that several factors came together that he hadn't necessarily planned for, but which turned out to be exactly what acquirers wanted:

Low churn. Gymdesk consistently held monthly revenue churn at or below 1%, which is impressive for an SMB product. Sophisticated acquirers care deeply about churn because it determines the ceiling of what a company can become. Even in a segment where enterprise churn benchmarks are typically lower, Gymdesk's numbers were competitive.

Consistent, predictable growth. Gymdesk grew roughly 100% year-over-year for three consecutive years, and crucially, the growth was highly predictable — Eran modeled the trajectory from 2021 all the way to end of 2023 and landed within $50K of his forecast. Acquirers love predictability because it de-risks their financial projections. He noted that inconsistent growth, while potentially explainable, creates a narrative challenge you have to overcome.

Strong profit margins. At the time of sale, Gymdesk was running at over 50% profit margins with a lean team of 16. Being a technical founder meant he didn't need as many engineers, which kept payroll low. This also signaled to acquirers that there was significant operational upside — they could layer on their own sales playbook and grow revenue without destroying the margin structure.

Organic acquisition. The vast majority of Gymdesk's growth came from SEO and organic traffic — not paid ads. Acquirers viewed this favorably both because it's a durable, compounding channel and because the lack of a formal sales motion represented untapped potential they could bring. Eran framed the absence of a sales team as a feature, not a bug: "They have their own playbook for sales, and they love that I haven't touched it."

A clean cap table. As a solo founder, Eran only gave out 1% equity to his CTO about a year before the exit. A clean cap table with minimal stakeholders makes deal mechanics much simpler and was explicitly cited as a positive during the process.

Growth narratives. Beyond the current state of the business, Eran spent time building what he called "small narratives" — things the company could do with more resources that it hadn't yet had the capacity to pursue. Localization for the Japanese market, building an enterprise muscle, expanding into adjacent verticals like yoga and pilates. These gave acquirers specific stories about how they could unlock additional value. He found that testing these narratives in earlier PE calls helped him figure out which ones resonated.

The sale process itself

The formal process took about four months, split roughly equally between due diligence and purchase agreements.

Due diligence was intense and included financial, legal, technical, and operational reviews. Eran had a good operations manager who helped manage document requests — without someone in that role, he said it would have been even more overwhelming. A few things caught him off guard:

An S-Corp/C-Corp classification issue nearly derailed the deal. When Gymdesk joined TinySeed, they had to revoke an S-Corp election, but the timing meant the company may have technically been a C-Corp for about two months. The acquirer's legal team flagged this and it consumed two full weeks of due diligence with no resolution in sight. They eventually solved it by adding structural complexity to the deal to protect the acquirer, but it was a stressful and expensive lesson: consult a lawyer before making any corporate structure changes.

Technical due diligence was "unpleasant." The acquirer's technical reviewer essentially tried to poke holes in every architectural decision Eran had made, and it quickly turned into a developer ego battle. ANR had warned him this would happen, but it still felt awful in the moment — he was convinced it was going to sink the deal. It didn't. His advice: don't take it personally and don't get too caught up in it.

Purchase agreements surprised him the most. After due diligence, he assumed the hard part was over — price had been agreed, the buyer was committed. He was wrong. The purchase agreement was 50-60 pages of dense legal language where individual words can have implications that last years or even decades. He read through the initial draft in a couple of hours and thought it looked fine. His lawyer came back with a list of changes that took two months to work through. Some of those points included:

• Representations and warranties — legally binding statements about the state of the business that the acquirer can pursue you over, potentially beyond the acquisition amount. Eran is still under reps and warranties that run 7 years from the sale date.
• Seller's note — a mechanism acquirers can use to defer a portion of the cash payout.
• NDA terms — the initial draft prohibited Eran from even disclosing the sale price. He negotiated that out.
• Distribution structures and holdbacks — how and when proceeds actually flow to the seller.

His emphatic advice: do not DIY the purchase agreement process. Get a great M&A lawyer early, ideally before you even start the sale process so they know your company structure. He found his lawyer, Kaiser Wahhab at Wahhab Rivers in New York, through a recommendation on the TinySeed Slack — and credited him with being one of the most important parts of the whole process.

The psychological side

Eran was honest about how hard the process was emotionally. He went in telling himself not to get too attached because deals fall apart all the time — between 50-80% of deals don't close after an LOI is signed. But once you're halfway through, you've invested months of work and the finish line feels close. The psychological weight builds.

He developed insomnia near the end, partly exacerbated by being based in Tokyo with opposite time zones from his lawyers and the acquirer's team. Missing an email on a Friday evening could mean waiting until Wednesday the following week to get an answer. Every unanswered email felt like the deal might be unraveling. His only suggestion: consider apps that lock you out of email before bed, and accept that you probably won't be able to fully disconnect regardless of what you tell yourself beforehand.

On the current market and AI

Someone asked whether Gymdesk's outcome would be achievable today given AI uncertainty. Eran's honest answer: he doesn't know. PE exits are harder right now because uncertainty makes investors cautious. But he doesn't believe SaaS is dead — public SaaS valuations overcorrected, the underlying businesses are still performing well, and the "vibe-coding everything" narrative applies far more to horizontal products than to deep vertical SaaS where years of domain knowledge are baked into the product. He thinks the AI craze will settle into something like what happened with crypto — certain things will stick, others will fade — but right now, some founders may be in a waiting game before conditions are ideal for an exit.

On regrets

None. He had a prior offer of $12M at $800K ARR that he passed on — a risk that paid off. His framework: once a number is genuinely life-changing and past a threshold you never imagined hitting, trying to squeeze out more isn't worth the additional risk or time. He sold at what he felt was the right point on his growth curve — before things started getting materially harder — and with AI changing the landscape now, he's glad he didn't wait.

After the exit, he stayed on as CEO for about 8 months while helping recruit an executive team, then transitioned to CPO until October of last year. He's now building a new B2B SaaS company in the vision AI/real estate space — back in full founder mode, 10-14 hour days, and by his own admission, regretting it slightly.