Private Influencer Dinner - SmartMatrix LTD - Impact Investing

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The Pall Mall Club

67 Pall Mall

London

United Kingdom

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Please join the US Capital Global for an informative dinner at the 67 Pall Mall Club. We are looking forward to presenting SmartMatrix, please see the information below.


INVESTMENT OVERVIEW

SMART MATRIX LTD

Healing without a skin graft


INVESTMENT OPPORTUNITY

USCIM Fund XLVI Smart Matrix LLC

MEMBERSHIP UNITS $14,000,000


COMPANY AND PRODUCT DESCRIPTION

Smart Matrix (SML) is focused on the commercialization of Smart Matrix®, which is designed to treat full thickness skin wounds by encouraging the growth of skin cells and new blood vessels, critical to healthy healing, all without a skin graft.

SML was spun out of the Restoration of Appearance and Function Trust (“RAFT”) a medical research charity based at Mount Vernon hospital, Middlesex, UK and has an exclusive, world-wide license to Smart Matrix® and first right of refusal to license other products developed by RAFT that are based on the underlying technology and owned by Smart Matrix® Intellectual Property Limited (“SMIP”), a member of the RAFT group.

MARKET SIZE

The initial target market for Smart Matrix® is acute surgical wounds, primarily those associated with surgery for skin cancers; more specifically the healing of excision wounds post-surgery for the treatment of non-melanoma skin cancer (NMSC). These wounds are common, frequently hard to close and are often in areas of the body where achieving a functionally and cosmetically acceptable result is paramount.

SML has estimated, based on published data and 20 structured interviews with clinicians in the EU and US (conducted by Apex Healthcare Consulting ), that up to 95% of NMSC tumours involve a surgical procedure; with over 20% resulting in the use of a skin graft.

Under assumptions that SML regards as conservative, peak sales of Smart Matrix® for NMSCs have the potential to reach 1.3 million units per year in 2033. The Company estimates that this would see Smart Matrix® being used in the treatment of 4% of tumours or less than 15% of then estimated addressable market, which would result in a projected annual turnover of over $1B.

The primary competition for Smart Matrix® in its target market of NMSC excision is a skin graft.

THE OPPORTUNITY

PRODUCT

Smart Matrix® is a sponge-like biological scaffold designed to achieve healing of full thickness wounds without a skin graft. It is a matrix composed principally of fibrin (made from fibrinogen and thrombin), a natural product of the healing process, and alginate, a product derived from seaweed which is widely used in wound care products.

The technology encourages the growth of skin cells and blood vessels into a wound to aid skin regeneration. This process helps the body close skin-loss injuries, where the deepest layer of the skin (the dermis) is lost.

Transaction Description: Seeking to raise ~$14.0 Million in Equity to deliver a commercially viable device to heal without a skin graft.


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.


INVESTMENT SUMMARY

**All securities are offered through US Capital Global Securities, LLC., Member FINRA/SIPC. See all offerings at our Private Placement Marketplace.


Date and Time

Location

The Pall Mall Club

67 Pall Mall

London

United Kingdom

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