accessibilityaccreditedactiveactivityaimalarmalign-bottomalign-center-horizontalalign-center-verticalalign-leftalign-rightalign-topanchorangelannoyedapplearchivearrow-downarrow-leftarrow-rightarrow-uparticleat-signawardbalanceballoonbandaidbarcodebellbicyclebinocularsblindboatbook-closedbookbookmarkbookmarkedbooksbottlebriefcasebrushbugbullhornbuscabinetcakecalendarcameracarcashcertificatechalkchart-barschart-linechart-piechatcheckmarkchevron-downchevron-leftchevron-rightchevron-upcircle-arrow-downcircle-arrow-leftcircle-arrow-rightcircle-arrow-upcircle-backwardcircle-checkmarkcircle-chevron-downcircle-chevron-leftcircle-chevron-rightcircle-chevron-upcircle-crosscircle-ejectcircle-exclamationcircle-facebookcircle-firstcircle-forwardcircle-googlepluscircle-gustcircle-lastcircle-linkedincircle-minuscircle-nextcircle-pausecircle-play-thincircle-playcircle-pluscircle-previouscircle-questioncircle-stopcircle-twittercircleclipboard-checkclipboardclockcloud-databasecloud-downloadcloud-fogcloud-gearcloud-lightningcloud-lockcloud-raincloud-snowcloud-synccloud-uploadcloudcocktail-glasscodecombinecomment-fillcommentcommentscompassconfusedconnectconstruction-coneconstructioncontactscoolcopycredit-cardcropcrosscrowncubedatabasedeletedesigndesktopdiamonddicedinnerdisconnectdocumentdownloaddrawerdreamdropletdumbbellearthediteggellipsisenter-downenter-leftenter-rightenter-upenterenvelopeevilexcludeexit-downexit-leftexit-rightexit-upexitexpandeye-droppereyefacebookfactoryfeatherfile-audiofile-codefile-imagefile-videofile-zipfilefilm-playfindfirefirst-aidflagflip-horizontalflip-verticalfloppy-diskfolderfootprintframefunnelgamepadgasgeargiftglassglassesgoogleplusgraduationgrin-evilgringroupgungusthamburgerhammerhappy-grinhappyheadsetheart-fillhearthistoryhomeiconsinboxintersectipadiphonekeykeyboardkeyholeknifelablamplaptopleafleave-downleave-leftleave-rightleave-uplibrarylifebuoylighterlightning-boltlinklinkedinlistlocationlocklotusmadmagicmagnetmalletmanmapmedalmeet-downmeet-leftmeet-rightmeet-upmic-mutemicminusmoonmousemovemusic-notemusicmustachemutenavigationneutralnewsoptionsoutletpaint-rollerpaintbrushpairpaper-planepaperclippaperspastepatchpawpenpencilphonephotopicturepinpine-treeplaneplayplaylistplug-cordpluspodiumpowerpresentationprinterprofilepulsepuzzlequestionquote-closequote-openradiorank1rank2rank3receptionrecycleredorefreshregisterreply-allreplyroad-signrocketrulersadscissorsscreensearchshareshieldshipshirtshockedshrinkshufflesignalsitemapskullsmartphonesmilespeed-fastspeed-mediumspeed-slowspell-checksquaresubtractsunsyncsyringetabtablettagtagstargetteacupterminalthumbs-downthumbs-uptickettilestimertoilet-papertonguetoolstrailertraintransmissiontrashtreetrophytrucktvtwitterumbrellaundounlinkunlockuploaduserusersvolume-highvolume-lowvolume-mediumvolumewarningwheelchairwifiwinkwomanwonderingwrenchzoom-inzoom-out

SmartGurlz

Coding robots and digital learning for girls

SmartGurlz is offering securities under both Regulation D and Regulation CF through SI Securities, LLC ("SI Securities"). SI Securities is an affiliate of SeedInvest Technology, LLC, a registered broker-dealer, and member FINRA/SIPC. SI Securities will receive cash compensation equal to 7.50% of the value of the securities sold and equity compensation equal to 5.00% of the number of securities sold. Investments made under both Regulation D and Regulation CF involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest. Furthermore, the contents of the Highlights, Term Sheet sections have been prepared by SI Securities and shall be deemed broker-dealer communications subject to FINRA Rule 2210 (the “Excluded Sections”). With the exception of the Excluded Sections noted above, this profile contains offering materials prepared solely by SmartGurlz without the assistance of SI Securities, and not subject to FINRA Rule 2210 (the “Issuer Profile”). The Issuer Profile may contain forward-looking statements and information relating to, among other things, the company, its business plan and strategy, and its industry. Investors should review the risks and disclosures in the offering's draft. The contents of this profile are meant to be a summary of the information found in the company’s Form C. Before making an investment decision, investors should review the company’s Form C for a complete description of its business and offering information, a copy of which may be found both here and below.


Company Highlights

  • Aired on ABC's Shark Tank and received offer from Daymond John
  • Distribution channels include Amazon, Walmart, and Learning Express
  • Partnered with Girl Scouts, BlackGirlsCode, Google, and more
  • 620% 2016 - 2017 revenue growth
  • Filed U.S. and international patents on design

Fundraise Highlights

  • Total Amount Raised: US $635,035
  • Total Round Size: US $2,000,000
  • Raise Description:  Seed
  • Minimum Investment:  US $1,000 per investor
  • Security Type:  Crowd Note
  • Valuation Cap:  US $7,000,000
  • Offering Type:   Side by Side Offering

Disrupting the $40 billion EdTech market with educational tech products and reaching girls through a unique verbal-emotive curriculum, robots and apps in math, coding and technology. Zero to coding in 60 seconds!


The Problem

World-wide, there is a shortage of STEM (Science, Technology, Engineering, Math) professionals and women are not taking STEM educations. The gender gap begins early with girls beginning to self-select away by age 11 due to a lack of confidence and interest. 

The Solution

The time is right for SmartGurlz. SmartGurlz is backed by research to show that in order to engage more young girls, we need to address their preferred learning styles and brain function. SmartGurlz is more than just a fast-growing company, we are a movement of loyal customers who believe that girls need more than just exposure – they want tailored products that excite, ignite and engage.

The company was launched under the premise that a one-size-fits-all educational industry was failing our young girls in math and science. Research backed by brain studies support that play patterns including stories, art, music, creativity as well cooperation (instead of competition) are better suited for engaging girls and young women.

SmartGurlz is a bridge between the two worlds – of story-based play and technology.

The Media

ABC's Shark Tank (Daymond John):  "SmartGurlz will change the Future, I am in."

CNN: "SmartGurlz is a cool gadget that teases the future."

Forbes:  "SmartGurlz....gives a verbal lesson in brain development in girls and boys, with the later first developing grey matter that thrives on spatial reasoning, and the later, excelling in verbal and social skills."

Fox and Friends: "Technology that makes children smarter. SmartGurlz is a line of self-balancing action dolls that encourage young women to become tomorrow's programmers."

Huffington Post:  "SmartGurlz is part.... of the ‘maker movement’ to inspire kids to create, instead of just consume technology. I think if we give them the tools to use – kids will be coming home with ‘apps’ they made in school, along with the drawings we post on the refrigerator door."

Wired: "Whatever gets a child interested, it's on parents and educators to make sure the spark stays alive. And maybe it’s the increasingly sophisticated, increasingly awesome, and increasingly inexpensive robots that can begin to transform the way America gets girls into science and tech. Short of becoming self-aware and taking over the world, the machines certainly couldn’t hurt."

BBC:  "Via the SmartGurlz SugarCoded app, girls learn how to code their Siggy Robots to carry out missions and adventures. They have to read maps and find imaginary items on the floor to help their characters complete their missions."

Fox Business News: "...a cool tech toy that encourages girls to learn code."

AdWeek: '37 Women Who Are Disrupting the Status Quo and Championing Gender Diversity in Advertising and Tech: Sharmi Albrechtsen'

The above individuals were not compensated in exchange for their testimonials. In addition, their testimonials should not be construed as and/or considered investment advice.

Pitch Deck

Product & Service

The Product

A software and hardware platform that connects verbal-emotive thinking with coding robots.  Zero to coding in 60 seconds.

  • App Control | SugarCoded e-learning platform is available in iOS, Android and Kindle. Translated into 6 languages including French, Spanish and German.
  • Games & Missions | Verbal-emotive learning exercises and games that engage girls via preferred learning techniques
  • Coding | Step-by-step block coding exercises similar to Scratch and Google Blockly
  • Stories |  Engaging illustrated e-books on all SmartGurlz characters

The Target Customer: Girls between the age of 5 and 12 years old. 

The Business Model

The first product is an app-controlled, self-balancing scooter with action character as well as learning app, SugarCoded that has self-paced tutorials, ebooks, games and missions. The company will also launch a subscription model with additional apps, AR games and physical toys that is tailored to this audience and builds on the first robotic purchase.

The company also has original content in character books and its brand strategy will be building a licensing revenue based on its mission of girl empowerment.

In addition, SmartGurlz has been approached by Nickelodeon, Walmart and Warner Bros. to support existing content or brand franchises with coding products and apps.

The Market

The U.S. education market is estimated to be about $1.3 trillion dollars with K-12: ~$670 billion. Edtech companies have a total worth of more than $8 billion of this space and the spend is growing by parents each year.

Recent changes in federal and state educational standards will require that children are proficient in computer science and other STEM-related curriculum and both parents and schools will be pressed to find engaging solutions for young learners. Major companies such as Microsoft, Ford, Apple, Adobe and Uber are investing heavily in programs to encourage more girls and women into STEM. While girls are natural born scientists, statistics show that most girls lean away from STEM by age 11 and less than 7% of women graduate with STEM degrees. We believe this is due to teaching methods.

The Competition

MGA Entertainment has a DIY STEM brand addressing pre-teen girls however offers no coding curriculum. Specifically on the coding robot category – Wonder Workshop, Sphero, Little Bits and Root Robotics are competitors but offer no products aimed at girls.

These products are either masculine or gender neutral, target a higher income audience with prices at $150+ and are currently not adequately addressing our target audience.

Strategic Barriers to Entry

SmartGurlz has unique creative competencies in curriculum, growing influencer base and profitable niche market that many larger players have not entered. Patent, design patents, trademarks, IP security measures (trade secrets) and copyright applications have been filed to protect core technology.

The Success

SmartGurlz’s curriculum approach is evidence-based and has generated returns: we have been able to efficiently allocate resources from our first Angel raise ($.6M) toward marketing and bring our sales up from $106,000 in 2016 to $765,000 in 2017, calculating a compounded annual growth rate of 620%. Additionally, SmartGurlz continues to acquire customers, recently adding the Girl Scouts of America as new wholesale customer. 

Media Mentions

Team Story

SmartGurlz™, like all successful inventions, was born of necessity, by a mother who became frustrated when trying to find educational coding toys for her daughter, Nina. Meet Sharmi: she saw a gap in the market to create a robot for doll-loving girls, while at the same time inspiring their interest in STEM-related subjects. In creating SmartGurlz™, Sharmi with her husband senior engineer, Jesper Nissen created the world’s first self- balancing coding robot for girls. What started as a labor of love for her daughter, has evolved into a company that empowers girls everywhere with skills to become confident, inspiring women.

The company has grown significantly since its airing on ABC's Shark Tank, where they made an on-air deal with Daymond John. The company has agreed to work with Daymond on future licensing projects. SmartGurlz now has a winning team of senior people with experience from Hasbro, LeapFrog , Adobe and Nintendo.  

SmartGurlz has grown from being a family-founded company to a small international company with offices in Copenhagen, New York, and Silicon Valley. We believe that all our partners, investors, employees and most importantly customers are treated with kindness, respect, and honesty.

Our mission is to be the leader in STEM-related products tailored to young girls ages 5-12. Our vision is to increase the number of young girls who choose STEM-related education and careers.

Founders and Officers

Sharmi has more than 20 years of experience as a director of learning, communication and marketing. In addition, she is a charismatic author who introduced her life story about happiness to Oprah Winfrey in 2011 during a live televised version of Oprah's  Life Class.

As a STEM executive, she has been leading communication and marketing departments of major pharmaceutical companies and medical devices. 

Since 2016, she has worked tirelessly for SmartGurlz and was able to battle her way through 40,000 company contestants to be chosen to appear on ABC's Shark Tank in November 2017 with guest investor Richard Branson. Sharmi won the respect of all Shark's but decided on Daymond John as the right partner on air.

Sharmi was recently nominated to AdWeek's top 37 women 'Who Are Disrupting the Status Quo and Championing Gender Diversity in Advertising and Tech.'

Sharmi Albrechtsen

CEO

Sharmi has more than 20 years of experience as a director of learning, communication and marketing. In addition, she is a charismatic author who introduced her life story about happiness to Oprah Winfrey in 2011 during a live televised version of Oprah's  Life Class.

As a STEM executive, she has been leading communication and marketing departments of major pharmaceutical companies and medical devices. 

Since 2016, she has worked tirelessly for SmartGurlz and was able to battle her way through 40,000 company contestants to be chosen to appear on ABC's Shark Tank in November 2017 with guest investor Richard Branson. Sharmi won the respect of all Shark's but decided on Daymond John as the right partner on air.

Sharmi was recently nominated to AdWeek's top 37 women 'Who Are Disrupting the Status Quo and Championing Gender Diversity in Advertising and Tech.'

Martin brings over 20 years of toy industry experience to Smartgurlz.

As Vice President of Global Brand at Hasbro and Executive Vice President of International at LeapFrog, he has led some the industry’s most iconic brands including Star Wars and Sesame Street. Martin has spearheaded the introduction of brands with top retailers around the world, brokered licensing deals with industry leading studios, and brought hundreds of toys to the market, including many award winners such as Big Hugs Elmo, voted pre-school toy of the year 2014.

Martin is passionate about the SmartGurlz mission. In addition to his decade long involvement in educational toys, most recently he partnered with developers on a startup application for students to make informed education choices based on life and career goals. Introducing girls to coding with a fun and engaging toy will help many realize a passion for technology early on in their education putting them on a path for the leadership positions of tomorrow.

Martin Pidel

CMO

Martin brings over 20 years of toy industry experience to Smartgurlz.

As Vice President of Global Brand at Hasbro and Executive Vice President of International at LeapFrog, he has led some the industry’s most iconic brands including Star Wars and Sesame Street. Martin has spearheaded the introduction of brands with top retailers around the world, brokered licensing deals with industry leading studios, and brought hundreds of toys to the market, including many award winners such as Big Hugs Elmo, voted pre-school toy of the year 2014.

Martin is passionate about the SmartGurlz mission. In addition to his decade long involvement in educational toys, most recently he partnered with developers on a startup application for students to make informed education choices based on life and career goals. Introducing girls to coding with a fun and engaging toy will help many realize a passion for technology early on in their education putting them on a path for the leadership positions of tomorrow.

Jesper is an experienced innovator with great experiences from 3 successful startups during more than 30 years in the high tech production and development industry.

Jesper holds a degree in Mechanical engineering as well as a MBA.

Jesper managed the development team of Phase One, the world’s first and best digital camera for professional photographers.

 Jesper also worked on high tech production methods for manufacturing of camera lenses for mobile phones, as Company that was later sold to ADC in China. He also worked at Reson AS as part of the management team - Reson was sold to American Teledyne.

Lately Jesper has worked intensively with Sharmi for SmartGurlz, with the overall responsibility for Operations, including production in China, and Research and Development at the Danish Technical University in Denmark.

Jesper Nissen

COO

Jesper is an experienced innovator with great experiences from 3 successful startups during more than 30 years in the high tech production and development industry.

Jesper holds a degree in Mechanical engineering as well as a MBA.

Jesper managed the development team of Phase One, the world’s first and best digital camera for professional photographers.

 Jesper also worked on high tech production methods for manufacturing of camera lenses for mobile phones, as Company that was later sold to ADC in China. He also worked at Reson AS as part of the management team - Reson was sold to American Teledyne.

Lately Jesper has worked intensively with Sharmi for SmartGurlz, with the overall responsibility for Operations, including production in China, and Research and Development at the Danish Technical University in Denmark.

Key Team Members

Rob Perry

VP of Online Sales

Ewerton Ruiz

Software Specialist

Notable Advisors & Investors

Matthew Eager

Investor, President of Otra Capital

Reyne Rice

Advisor, CEO, ToyTrends: Global Toy Trend Expert, Industry Analyst, VP of Sales Mattel

Siri Lackovic

Advisor, Former CMO, Former Adobe Brand Strategist

Martin Nichols

Advisor, Partner DLA Piper

Daymond John

Advisor, Chairman of the Shark Group

Julie Aigner Clark

Advisor, Former CEO and Founder of Baby Einstein. Exited to Disney

Q&A with the Founder

  • Please detail your manufacturing and distribution strategy,

    All products and IP are developed by SG and SG has signed a manufacturing agreement with LongShore in China, where production and quality approval system has been set up. Production capacity is more than 500,000 products a year. Products are purchased, MOQ 25.000 products, and shipped by sea to The Choon's Design (Rainbow Loom) warehouse in Detroit, from where distribution takes place to direct customers or larger online outlets such as Amazon and Walmart.com.

  • Please detail your strategy to scale post-raise and product roadmap.

    Our major activities will be focused on increasing market share with awareness marketing. We have a contest, a viral video, several educational/marketing videos for social media planned. This year, we will launch a new male character as well as accessories. In addition, we are really excited about a new subscription model we are planning that includes a monthly SmartGurlz pouch with new activities, maps and learning exercises. In addition, Walmart has requested 2 new custom-made retail products for 2019.

  • What do you view as your exit opportunity?
    We will probably be acquired by either a toy, robotics, or education company. Several have already shown interest.
  • The Q&A with the Founder is based on due diligence activities conducted by SI Securities, LLC. The verbal and/or written responses transcribed above may have been modified to address grammatical, typographical, or factual errors, or by special request of the company to protect confidential information.

    Term Sheet

    A Side by Side offering refers to a deal that is raising capital under two offering types. If you plan on investing less than US $20,000.00, you will automatically invest under the Regulation CF offering type. If you invest more than US $20,000.00, you must be an accredited investor and invest under the Regulation D offering type.

    Fundraising Description

  • Round type:
    Seed

  • Round size:
    US $2,000,000

  • Raised to date:
    US $635,035
    US $465,335 (under Reg CF only)

  • Minimum investment:
    US $1,000

  • Target Minimum:
    US $500,000

  • Maximum Raise Amount:
    US $2,000,000
  • Key Terms

  • Security Type:
    Crowd Note

  • Conversion discount:
    20.0%

  • Valuation Cap:
    US $7,000,000

  • Interest rate:
    5.0%

  • Note term:
    18 months
  • Additional Terms

  • Investor Proxy Agreement

    All non-Major Purchasers will be subject to an Investor Proxy Agreement (“IPA”). The IPA will authorize an investment Manager to act as representative for each non-Major Purchaser and take certain actions for their benefit and on their behalf. Please see a copy of the IPA included with Company's offering materials for additional details.


  • Closing conditions:
    While SmartGurlz has set an overall target minimum of US $500,000 for the round, SmartGurlz must raise at least US $25,000 of that amount through the Regulation CF portion of their raise before being able to conduct a close on any investments below $20,000. For further information please refer to SmartGurlz's Form C.

  • Regulation CF cap:
    While SmartGurlz is offering up to US $2,000,000 worth of securities in its Seed, only up to US $1,070,000 of that amount may be raised through Regulation CF.

  • Transfer restrictions:
    Securities issued through Regulation CF have a one year restriction on transfer from the date of purchase (except to certain qualified parties as specified under Section 4(a)(6) of the Securities Act of 1933), after which they become freely transferable. While securities issued through Regulation D are similarly considered "restricted securities" and investors must hold their securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available.

  • Use of Proceeds

    Investor Perks

    We love and appreciate our investors - so check out our great perks!
    •  All investors who invest $1,000 or higher | free SmartGurlz product with Siggy Power with 1-year newsletter subscription and expert report from Dr. Abigail James on Teaching the Female Brain. Plus a personal signed letter and picture from the founders saying 'Thank You' and your name in our Hall of Fame page on www.smartgurlz.com.
    • Investments of $2,500 or higher | SmartGurlz 2-Pack with Siggy Power and subscription and report.  Plus:  We will tape a short interview of you that will be included on one or more of these: our website, Facebook, Twitter, presentations, interviews,  blog posts, etc.
    • Investments of $10,000 or higher| SmartGurlz 4-Pack with a subscription and report. Plus: We will add your name to our national media list, so next time when a local journalist wants to interview a product fan, we will provide your contact details. Plus a 10-minute personal SKYPE call with the founders.
    • Investment of $25,000 or higher |  For the kids: SmartGurlz Super Slumber Party Pack – 8 products with Siggy Power and subscriptions, matching SmartGurlz jammies, slumber bags and balloons. For the adults: Visit our NYC office and lunch for 2  with the CEO Sharmi Albrechtsen in NYC
    • Investment of $50,000 or higher 

      |  SugarCoded Special.  

      For the kids: Donate a SmartGurlz Class Pack your local school – 24 products with Siggy Power and subscriptions. For the adults:  Design an educational mission including art-work with our games developer in our new app, SugarCoded 2.0 and be named as a contributor in the app. 
    • Investment of $75,000 or higher | name, design and add a storyline to our next SmartGurlz character (boy or girl) that will go into production, includes exclusive packaging and sold online and at retail Q4 2018. Work with our design team and have your child (son or daughter/husband or wife) named as our next character! WOW! a gift that is priceless.  For the adults: a seat on our parents advisory board. Only 2 available. 
    • All the investors above will receive the following: Investor-only V.I.P offers throughout the year, including events, receptions, launch parties, sales, and product launches as well as a Subscription  to the SmartGurlz Quarterly Investor Newsletter

    It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.

    Prior Rounds

    The graph below illustrates the valuation cap or the pre-money valuation of SmartGurlz's prior rounds by year.


    This chart does not represent guarantees of future valuation growth and/or declines.

    Pre-Seed

  • Round Size
    US $700,000
  • Closed Date
    Jun 12, 2016
  • Security Type
    Preferred Equity
  • Financial Discussion

    Please see the financial information listed on the cover page of the Form C and attached to this profile in addition to the following information. Financial statements are attached to the Form C as Exhibit B.

    Operations

    SmartGurlz US Inc. (“SG Inc.”) is a Delaware corporation incorporated on May 3, 2017. The Company provides a line of friendly self-balancing robots and action dolls that engage and encourage girls to learn to code, allowing girls six and up to immerse themselves in Science, Technology, Engineering, and Math (“STEM”).

    Liquidity and Capital Resources

    The proceeds from the Offering are essential to our operations. We plan to use the proceeds as set forth above under "Use of Proceeds", which is an indispensable element of our business strategy. The Offering proceeds will have a beneficial effect on our liquidity, as we have approximately $80,000  in cash as of March 2018, which will be augmented by the Offering proceeds and used to execute our business strategy.

    The Company currently does not have any additional outside sources of capital other than the proceeds from the Combined Offerings.

    Capital Expenditures and Other Obligations

    The Company does not intend to make any material capital expenditures in the future.

    Trends and Uncertainties

    After reviewing the above discussion of the steps the Company intends to take, potential Purchasers should consider whether achievement of each step within the estimated time frame is realistic in their judgment. Potential Purchasers should also assess the consequences to the Company of any delays in taking these steps and whether the Company will need additional financing to accomplish them.

    The financial statements are an important part of this Form C and should be reviewed in their entirety. The financial statements of the Company are attached hereto as Exhibit B.

    Valuation

    Before making an investment decision, you should carefully consider this valuation and the factors used to reach such valuation. Such valuation may not be accurate and you are encouraged to determine your own independent value of the Company prior to investing.

    As discussed in "Dilution" below, the valuation will determine the amount by which the investor’s stake is diluted immediately upon investment. An early-stage company typically sells its units (or grants options over its units) to its founders and early employees at a very low cash cost, because they are, in effect, putting their "sweat equity" into the Company. When the Company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their units than the founders or earlier investors, which means that the cash value of your stake is immediately diluted because each unit of the same type is worth the same amount, and you paid more for your units (or the notes convertible into units) than earlier investors did for theirs.

    There are several ways to value a company. None of them is perfect and all of them involve a certain amount of guesswork. The same method can produce a different valuation if used by a different person.

    Liquidation Value - The amount for which the assets of the Company can be sold, minus the liabilities owed, e.g., the assets of a bakery include the cake mixers, ingredients, baking tins, etc. The liabilities of a bakery include the cost of rent or mortgage on the bakery. However, this value does not reflect the potential value of a business, e.g. the value of the secret recipe. The value for most startups lies in their potential, as many early stage companies do not have many assets (they probably need to raise funds through a securities offering in order to purchase some equipment).

    Book Value - This is based on analysis of the Company’s financial statements, usually looking at the Company’s balance sheet as prepared by its accountants. However, the balance sheet only looks at costs (i.e. what was paid for the asset), and does not consider whether the asset has increased in value over time. In addition, some intangible assets, such as patents, trademarks or trade names, are very valuable but are not usually represented at their market value on the balance sheet.

    Earnings Approach - This is based on what the investor will pay (the present value) for what the investor expects to obtain in the future (the future return), taking into account inflation, the lost opportunity to participate in other investments, the risk of not receiving the return. However, predictions of the future are uncertain and valuation of future returns is a best guess.

    Different methods of valuation produce a different answer as to what your investment is worth. Typically liquidation value and book value will produce a lower valuation than the earnings approach. However, the earnings approach is also most likely to be risky as it is based on many assumptions about the future, while the liquidation value and book value are much more conservative.

    Future investors (including people seeking to acquire the Company) may value the Company differently. They may use a different valuation method, or different assumptions about the Company’s business and its market. Different valuations may mean that the value assigned to your investment changes. It frequently happens that when a large institutional investor such as a venture capitalist makes an investment in a company, it values the Company at a lower price than the initial investors did. If this happens, the value of the investment will go down.

    Market Landscape

    The U.S. education market is estimated to be about $1.3 trillion dollars with K-12: ~$670 billion. Edtech companies have a total worth of more than $8 billion of this space and the spend is growing by parents each year.

    Risks and Disclosures

    The reviewing CPA has included a “going concern” note in the reviewed financials. The Company has incurred losses from inception of $853,964 which, among other factors, raises substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon management's plans to raise additional capital from the issuance of debt or the sale of stock, its ability to commence profitable sales of its flagship product, and its ability to generate positive operational cash flow. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.

    We have not prepared any audited financial statements. Therefore, you have no audited financial information regarding the Company’s capitalization or assets or liabilities on which to make your investment decision. If you feel the information provided is insufficient, you should not invest in the Company.

    The Company was originally formed as a foreign company, operating overseas and headquartered in Denmark, which may pose unknown risks. To the extent the Company continues operations overseas, it is subject to foreign laws and regulations regarding privacy, data protection, and other matters. Foreign data protection, privacy, and other laws and regulations are often more restrictive than those in the United States. These foreign laws and regulations are evolving and can be subject to significant change. In addition, the application and interpretation of these laws and regulations are often uncertain.

    Cyclical and seasonal fluctuations in the economy and in traditional retail shopping may have an effect on our business. Both cyclical and seasonal fluctuations in traditional retail seasonality may affect our business. These seasonal trends may cause fluctuations in our quarterly results, including fluctuations in revenues.

    The Company’s cash position is relatively weak. The Company currently has only $33,127 in cash balances as of December 31, 2017. The Company could be harmed if it is unable to meet its cash demands, and the Company may not be able to continue operations if they are not able to raise additional funds.

    The Company may be unable to maintain, promote, and grow its brand through marketing and communications strategies. It may prove difficult for the Company to dramatically increase the number of customers that it serves or to establish itself as a well-known brand in the competitive recruitment space. Additionally, the product may be in a market where customers will not have brand loyalty.

    The Company has indicated that it has engaged in certain transactions with related persons. Please see the section of this Memorandum entitled "Transactions with Related Persons and Conflicts of Interest" for further details.

    The Company has a manufacturing contract with a company that manufactures the product in China. There is the potential that the company could experience manufacturing difficulties and have trouble shipping on time as a result. If the Company uses a single or limited number of suppliers, they may be at risk of shortage, price increases, changes, delay, or discontinuation of key components, which could disrupt and adversely affect its business.

    The development and commercialization of our products and services are highly competitive. We face competition with respect to any products and services that we may seek to develop or commercialize in the future. Our competitors include major companies worldwide. Many of our competitors have significantly greater financial, technical and human resources than we have and superior expertise in research and development and marketing approved services and thus may be better equipped than us to develop and commercialize services. These competitors also compete with us in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, our competitors may commercialize products more rapidly or effectively than we are able to, which would adversely affect our competitive position, the likelihood that our services will achieve initial market acceptance and our ability to generate meaningful additional revenues from our products and services.

    The Company’s success depends on the experience and skill of the board of directors, its executive officers and key employees. In particular, the Company is dependent on Sharmi Albrechtsen and Jesper Nissen. There can be no assurance that they will continue to be employed by the Company for a particular period of time. The loss of our key employees or any member of the board of directors or executive officer could harm the Company’s business, financial condition, cash flow and results of operations.

    General Risks and Disclosures

    Start-up investing is risky. Investing in startups is very risky, highly speculative, and should not be made by anyone who cannot afford to lose their entire investment. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a startup or early-stage venture often relies on the development of a new product or service that may or may not find a market. Before investing, you should carefully consider the specific risks and disclosures related to both this offering type and the company which can be found in this company profile and the documents in the data room below.

    Your shares are not easily transferable. You should not plan on being able to readily transfer and/or resell your security. Currently there is no market or liquidity for these shares and the company does not have any plans to list these shares on an exchange or other secondary market. At some point the company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs. A “liquidation event” is when the company either lists their shares on an exchange, is acquired, or goes bankrupt.

    The Company may not pay dividends for the foreseeable future. Unless otherwise specified in the offering documents and subject to state law, you are not entitled to receive any dividends on your interest in the Company. Accordingly, any potential investor who anticipates the need for current dividends or income from an investment should not purchase any of the securities offered on the Site.

    Valuation and capitalization. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold.

    You may only receive limited disclosure. While the company must disclose certain information, since the company is at an early-stage they may only be able to provide limited information about its business plan and operations because it does not have fully developed operations or a long history. The company may also only obligated to file information periodically regarding its business, including financial statements. A publicly listed company, in contrast, is required to file annual and quarterly reports and promptly disclose certain events — through continuing disclosure that you can use to evaluate the status of your investment.

    Investment in personnel. An early-stage investment is also an investment in the entrepreneur or management of the company. Being able to execute on the business plan is often an important factor in whether the business is viable and successful. You should be aware that a portion of your investment may fund the compensation of the company’s employees, including its management. You should carefully review any disclosure regarding the company’s use of proceeds.

    Possibility of fraud. In light of the relative ease with which early-stage companies can raise funds, it may be the case that certain opportunities turn out to be money-losing fraudulent schemes. As with other investments, there is no guarantee that investments will be immune from fraud.

    Lack of professional guidance. Many successful companies partially attribute their early success to the guidance of professional early-stage investors (e.g., angel investors and venture capital firms). These investors often negotiate for seats on the company’s board of directors and play an important role through their resources, contacts and experience in assisting early-stage companies in executing on their business plans. An early-stage company may not have the benefit of such professional investors.

    SmartGurlz's Form C

    The Form C is a document the company must file with the Securities and Exchange Commission, which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.

    Download SmartGurlz's  Form C

    Frequently Asked Questions

    About Side by Side Offerings
    What is Side by Side?

    A Side by Side offering refers to a deal that is raising capital under two offering types. This Side by Side offering is raising under Regulation CF and Rule 506(c) of Regulation D.


    What is a Form C?

    The Form C is a document the company must file with the Securities and Exchange Commission (“SEC”) which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.

    Before making any investment decision, it is highly recommended that prospective investors review the Form C filed with the SEC (included in the company's profile) before making any investment decision.


    What is Rule 506(c) under Regulation D?

    Rule 506(c) under Regulation D is a type of offering with no limits on how much a company may raise. The company may generally solicit their offering, but the company must verify each investor’s status as an accredited investor prior to closing and accepting funds. To learn more about Rule 506(c) under Regulation D and other offering types check out our blog and academy.


    What is Reg CF?

    Title III of the JOBS Act outlines Reg CF, a type of offering allowing private companies to raise up to $1 million from all Americans. Prior capital raising options limited private companies to raising money only from accredited investors, historically the wealthiest ~2% of Americans. Like a Kickstarter campaign, Reg CF allows companies to raise funds online from their early adopters and the crowd. However, instead of providing investors a reward such as a t-shirt or a card, investors receive securities, typically equity, in the startups they back. To learn more about Reg CF and other offering types check out our blog and academy.


    Making an Investment in SmartGurlz
    How does investing work?

    When you complete your investment on SeedInvest, your money will be transferred to an escrow account where an independent escrow agent will watch over your investment until it is accepted by SmartGurlz. Once SmartGurlz accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to SmartGurlz in exchange for your securities. At that point, you will be a proud owner in SmartGurlz.


    What will I need to complete my investment?

    To make an investment, you will need the following information readily available:

    1. Personal information such as your current address and phone number
    2. Employment and employer information
    3. Net worth and income information
    4. Social Security Number or government-issued identification
    5. ABA bank routing number and checking account number (typically found on a personal check or bank statement)

    If you are investing under Rule 506(c) of Regulation D, your status as an Accredited Investor will also need to be verified and you will be asked to provide documentation supporting your income, net worth, revenue, or net assets or a letter from a qualified advisor such as a Registered Investment Advisor, Registered Broker Dealer, Lawyer, or CPA.


    How much can I invest?

    An investor is limited in the amount that he or she may invest in a Reg CF offering during any 12-month period:

    • If either the annual income or the net worth of the investor is less than $100,000, the investor is limited to the greater of $2,000 or 5% of the lesser of his or her annual income or net worth.
    • If the annual income and net worth of the investor are both greater than $100,000, the investor is limited to 10% of the lesser of his or her annual income or net worth, to a maximum of $100,000.

    Separately, SmartGurlz has set a minimum investment amount of US $1,000.

    Accredited investors investing $20,000 or over do not have investment limits.


    After My Investment
    What is my ongoing relationship with the Issuer?

    You are a partial owner of the company, you do own securities after all! But more importantly, companies which have raised money via Regulation CF must file information with the SEC and post it on their websites on an annual basis. Receiving regular company updates is important to keep shareholders educated and informed about the progress of the company and their investment. This annual report includes information similar to a company’s initial Reg CF filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship.

    In certain circumstances a company may terminate its ongoing reporting requirement if:

    1. The company becomes a fully-reporting registrant with the SEC
    2. The company has filed at least one annual report, but has no more than 300 shareholders of record
    3. The company has filed at least three annual reports, and has no more than $10 million in assets
    4. The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
    5. The company ceases to do business

    However, regardless of whether a company has terminated its ongoing reporting requirement per SEC rules, SeedInvest works with all companies on its platform to ensure that investors are provided quarterly updates. These quarterly reports will include information such as: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) any notable press and news.


    How can I sell my securities in the future?

    Currently there is no market or liquidity for these securities. Right now SmartGurlz does not plan to list these securities on a national exchange or another secondary market. At some point SmartGurlz may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs. A “liquidation event” is when SmartGurlz either lists their securities on an exchange, is acquired, or goes bankrupt.


    How do I keep track of this investment?

    You can return to SeedInvest at any time to view your portfolio of investments and obtain a summary statement. If invested under Regulation CF you may also receive periodic updates from the company about their business, in addition to monthly account statements.


    Other General Questions
    What is this page about?

    This is SmartGurlz's fundraising profile page, where you can find information that may be helpful for you to make an investment decision in their company. The information on this page includes the company overview, team bios, and the risks and disclosures related to this investment opportunity. If the company runs a side by side offering that includes an offering under Regulation CF, you may also find a copy of the SmartGurlz's Form C. The Form C includes important details about SmartGurlz's fundraise that you should review before investing.


    How can I (or the company) cancel my investment under Regulation CF?

    For offerings made under Regulation CF, you may cancel your investment at any time up to 48 hours before a closing occurs or an earlier date set by the company. You will be sent a reminder notification approximately five days before the closing or set date giving you an opportunity to cancel your investment if you had not already done so. Once a closing occurs, and if you have not canceled your investment, you will receive an email notifying you that your securities have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, you may go to your portfolio page


    What if I change my mind about investing?

    If you invest under any other offering type, you may cancel your investment at any time, for any reason until a closing occurs. You will receive an email when the closing occurs and your securities have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please go to your portfolio page.