Private Influencer Dinner - SmartMatrix LTD - Impact Investing

DEAL HIGHLIGHTS

Offering Size:
Issuer Name:
Placement Agent Commission: Offering Type:
Price Per Unit:
Minimum Purchase Size: Company Name:
Equity Invested to Date:

Pre-Money Valuation:

Industry: Headquartered:

MANAGEMENT

Up to $14,000,000 in Equity
USCIM FUND XLVI SMART MATRIX LLC 8% in cash
Membership Unit
$50,000
2 Units ($100,000)
Smart Matrix Ltd.
$12,041,900 (converted at a $1.30 to £1 rate; £9,263,000)
$33,221,000 (converted at a $1.30 to £1 rate; £25,555,000)
Medical Device
United Kingdom

Francis Gugen, FCA (UK), FEI (UK) – Executive Chairman
Dr Lilian Hook, BA, MA (Cantab), MSc (UCL), PhD (Edinburgh) – Chief Scientific Officer
Dr. Natalie Hayes, BSc (Hons), MBChB (Hons), MD, FFLM, GDL, LPC – Chief Medical Officer William (Bill) Allan, BDS (Edinburgh), MBA (Cape Town), AMP (Insead) – Non-Executive Director Jeremy Curnock Cook, BA Hons (Trinity Dublin), MA (Trinity Dublin) – Non-Executive Director

RISKS

Below mentioned Risk Factors are not exhaustive and the list is only indicative of most significant risks. All other risks are cited in the Private Placement Memorandum.

• Insufficiency of funding
• Risk of securing and the qualities of supplies

and services
• Material changes in budgeting
• Speculative nature of investment
• Clinical trial and regulatory approvals
• Reliance on key personnel
• Dependence on service providers
• Patent rights & trade secrets
• Infringement of third-party IP
• Currency risk
• Competition
• Market adoptability
• Product liability
• Market for shares
• Some vendors are also on the management

team or board of directors
• Change of control of SML without prior

consent of SMIP (such consent not to be unreasonably withheld or delayed) will trigger an exit fee of £75,000 per license with SMIP

CONFLICT OF INTEREST & DISCLOSURES

The Manager and USCGS are affiliated entities. Charles Towle is Co-Managing Partner of the Manager, the Division Head and licensed principal of USCGS, and an indirect stockholder of the Manager and USCGS. Jeffrey Sweeney is Co-Managing Partner of the Manager and is also Chairman, CEO, and the indirect controlling stockholder of the Manager and USCGS. Conflicts of interest may arise in connection with Mr. Towle’s and Mr. Sweeney’s control of both the Manager and USCGS. Investors should be aware that these conflicts of interest, and a number of other conflicts of interest relating to the Manager and its affiliates, are permitted under the terms of the Fund’s offering documents. You should not invest in the Fund unless you are willing to accept these conflicts of interest and the associated risk.

This Investment Overview does not constitute an offer to sell or a solicitation of an offer to buy any security and may not be relied upon in connection with the purchase or sale of any security. Any offer would only be made by means of a formal offering memorandum. No offer or solicitation will be made prior to delivery of a confidential information memorandum, private placement memorandum, or similar offering documents (“Offering Documents”). Offer and sales will be made only in accordance with applicable security laws and pursuant to the Offering Documents, operating agreement, subscription agreement, and other definitive documentation.

This Investment Overview does not purport to be all-inclusive or to contain all the information that the Recipient may require and is qualified in its entirety by reference to the Offering Documents. This Investment Overview is not a part of or supplemental to the Offering Documents or such definitive documentation. The Offering Documents and any supplements will supersede this Investment Overview in its entirety. Projections and other forward-looking information as to events that may occur in the future (including projections of revenue, expense, net income and stock performance) are based on information provided by the Issuer and other publicly available information as of the date of this Investment Overview. There is no guarantee that any of these estimates or projections will be achieved. The Recipient should not rely on any information contained herein. No investment, divestment or other financial decisions or actions should be based solely on the information in this Investment Overview. Actual results will vary from the projections and such variations may be material, including the possibility that an investor may lose some or all or its invested capital.

This Investment Overview is confidential. By acceptance hereof, you agree that (i) the information must not be used, reproduced, distributed to others without the prior written consent; (ii) you will maintain the confidentiality of this information, not already in the public domain; and (iii) you will only use the information contained herein for informational purposes.