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Spiro Technologies 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 Spiro Technologies 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. The contents below 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.

Customer Relationship Management (CRM) Market Size

$26 Billion

CRM Market Annual Growth

12%+

  • Investors include Hyperplane Venture Capital and 10X Venture Partners
  • Growing at +20% month-over-month
  • Founders have more than 40 years experience in the CRM Industry
  • CEO co-founded two other start-ups with successful exits
  • Amount raised:  
  • Close date:  
  • Indicated Interest:  
  • Raise Description:  Seed
  • Minimum Investment:  US $500 per investor
  • Security Type:  Preferred Equity
  • Pre-Money Valuation:  US $4,000,000
  • Offering Type:   Side by Side Offering

“Spiro turns the clutter of sales into a quick, easy and clean process. Time is money and Spiro is saving me a ton of time.” - Kegan Klein, Act-On Software


Our Vision: Salespeople Never Need to use our Product

Our founding team has worked in the CRM industry for over 40 years, and has seen company after company struggle with CRM technology. Salespeople hate using CRM because it requires constant data entry, it only provides value to their managers, and it is not mobile friendly. This results in poor adoption, wasted sales time, and companies not implementing CRM with justifiable concern that their sales teams won't use it.

Our vision is to create a CRM so intelligent that it automatically updates itself as a salesperson works, by using new technology like artificial intelligence, natural language processing, and machine learning. Furthermore, our solution uses the information it collects about the deals a salesperson is working on to provide that salesperson with proactive updates and alerts to drive sales forward.

In our experience, Spiro captures on average 7 times more information about a sales process than a typical CRM. This enables sales managers to forecast their business more accurately, and provides them with rich data to guide and coach their sales teams.

It is logical to think that every company would need a CRM solution to help their sales teams, but research from Gartner shows that 50% of companies still do not use CRM. Our belief is that these companies want  the advantages of CRM, but the right solution for them hasn't previously existed.

Salespeople love Spiro because its proactive advice helps them close more deals. Sales managers love Spiro because it helps them get better insights in how to coach and manage their teams.

Our Go To Market Strategy: Be A Lifestyle Brand for Salespeople

Today's sales professionals face unique challenges. For example, even the best salespeople face daily rejection from prospects, which requires mental toughness to overcome. This is compounded by the fact that more than 50% of salesperson's take home pay may be determined by their ability to close business.

We've built our blog around the needs of today's salespeople, and although the content is designed to educate, it is also designed to amuse and connect with our audience. We regularly publish articles such as "7 Signs Your Prospect is Just Not That Into You", "9 Things Ridiculously Successful Sales Managers Do Every Day" and "10 Reasons Why Everyone Should Date a Salesperson".

Each of our blog posts are typically shared between 3,000 and 10,000 times on LinkedIn, Facebook and Twitter, driving over 150,000 unique visitors to our site per month. This in turn generates significant interest and awareness for our product, resulting in over 1,000 software trials started per month, and over 75 monthly inbound sales meetings requested by our website visitors.

Spiro utilizes an inside sales model, which has been proven by companies such as LogMeIn and HubSpot to be both cost effective and successful in selling products in similar price points. Our typical sales cycle has been just 33 days.

Pitch Deck

Product & Service

Spiro: Self-Writing CRM

Spiro is a different and new type of CRM. We use artificial intelligence to solve the primary challenges of CRM: getting salespeople to use it. Spiro is a fully sales-oriented CRM that allows sales teams to manage their leads, contacts, accounts and opportunities. It was built for a mobile-first world and has easy-to-use iPhone and Android apps, along with a modern web application.

One of Spiro's competitive differentiators is how data is entered. Spiro reads and understands salespeople's emails and calendars for sales context. Our software was trained with data from over 16,000 salespeople and automatically creates and updates a salesperson's opportunity pipeline, their contacts (and contacts details like phone numbers, titles, etc.), accounts and more.

Spiro can also interact with salespeople via email. Sales professionals can have an email conversation with Spiro about their prospects and create and update information via these interactions. Once Spiro has gathered information, it provides proactive advice and guidance on who to call, email and follow-up with. We call this a self-writing to do list of all the actions a sales rep needs to take.

When we were training Spiro, we asked the first two thousands users to rate each of Spiro's recommendations. After three month's Spiro's accuracy was consistently rated 4.5 (out of 5) or higher.

Spiro Sales Growth and Customers

Since launching our self-writing CRM in December of 2016, we've seen revenue growth over 20% month-over-month and are expecting to end March of 2017 with over $120,000 in ACV

Spiro is initially targeting mid-enterprise companies who employ between 50 and 1,000 employees. These companies face what we call a "Goldilocks problem" with existing CRM solutions: they don't have the resources to successfully use big CRM programs like salesforce.com, SAP or Microsoft, yet their requirements are too sophisticated to use the SMB solutions offered by HubSpot, Sage and others. Spiro's self-writing CRM is powerful, but so simple to adopt and use that it is an ideal solution for this market. Our success in the mid-enterprise market will ultimately enable us to expand to larger, enterprise companies

A typical customer of Spiro's is Worldwide Machinery, a $100M revenue logistics and heavy equipment rental company. This company had previously used Zoho CRMbut abandoned it and wasn't using any CRM solution. One member of their rentals sales team started a free trial of Spiro, and after a short sales cycle, they adopted Spiro as their CRM for the entire rentals team. They told us that they chose Spiro because of its self-writing capabilities to improve sales productivity. We are now in active discussions with other divisions of Worldwide Machinery about using Spiro as well.


Media Mentions

Team Story

The three founders of Spiro all worked together at a CRM consulting firm called Innoveer Solutions, founded by Spiro CEO Adam Honig.

Under Adam's leadership, Innoveer grew to be one of the largest salesforce.com consulting partners with offices in the U.S., Europe and India. Innoveer implemented salesforce.com for thousands clients including Charles Schwab, New York Life, Medtronic and Staples. Innoveer was a regular winner of CRM magazine's annual awards and Adam sold the business in 2012 to Cloud Sherpas, which in turn was purchased in 2014 by Accenture.

Spiro's founders learned first hand that existing CRM solutions were expensive and hard to get salespeople to use. For example, Covidien, the large medical equipment company, spent $3M on consulting fees to implement salesforce.com across their field sales organization. One month after going live with salesforce.com, under 10% of their team was using the product. They then spent an additional $500,000 in consulting fees to engage the field sales team and get them to use salesforce.com.

The inspiration for Spiro -- which takes its name from the Latin spirare which means to breathe - came from the movie Her. After seeing the movie, which is about a futuristic, AI assistant played by the voice of Scarlett Johansson, Adam told Andy and Justin that he knew what their next project would be.

Meet the Founders

Andy Levi

CTO and Co-founder

Andy is a strategic technical thinker, with a proven track record in building solutions that salespeople actually use. As Spiro’s CTO, Andy is responsible for the day-to-day strategy and management of Spiro’s product and software development team.

Prior to co-founding Spiro, Andy was a technical architect and business applications Director at Forrester Research and IntraLinks Corporation.

Adam and Andy worked together at Innoveer Solutions, where Andy was the Director of Innoveer’s New England practice. Andy is originally from Venezuela, and worked in Cambridge Technology’s Latin America office before moving to the United States. Andy has a B.Sc. in Systems Engineering from Universidad Metropolitana.

Adam Honig

CEO & Co-founder

Adam is a known expert on sales and CRM. Adam co-founded Spiro after helping deploy solutions to over 300,000 salespeople with the conviction that a different approach was needed.

Prior to Spiro, Adam founded and was the CEO of Innoveer Solutions, a firm he built to be one of the largest Salesforce.com consulting partners world-wide. After Innoveer was acquired by Cloud Sherpas, Adam was responsible for Cloud Sherpas’ US CRM business and lead a $50M+ P&L.

Prior to starting Innoveer, Adam was a co-founder and VP of Sales for Open Environment Corporation, which was a pioneering middleware software company. Adam lead Open Environment to $30M in annual sales, a successful IPO and its eventual sale to Borland International.

Adam started his career at Cambridge Technologies, and holds a B.A. in Philosophy from Cornell University.

Justin Kao

VP, Customer & Revenue

Justin is a sales process expert and customer success advocate who is responsible for driving sales and customer success at Spiro.

Prior to co-founding Spiro, Justin worked as a project manager and solutions architect at Mavens Consulting, Cloud Sherpas and Innoveer Solutions.

Justin holds a BS in Finance and Information Systems from Boston College.

Andy Levi

CTO and Co-founder

Andy is a strategic technical thinker, with a proven track record in building solutions that salespeople actually use. As Spiro’s CTO, Andy is responsible for the day-to-day strategy and management of Spiro’s product and software development team.

Prior to co-founding Spiro, Andy was a technical architect and business applications Director at Forrester Research and IntraLinks Corporation.

Adam and Andy worked together at Innoveer Solutions, where Andy was the Director of Innoveer’s New England practice. Andy is originally from Venezuela, and worked in Cambridge Technology’s Latin America office before moving to the United States. Andy has a B.Sc. in Systems Engineering from Universidad Metropolitana.

Adam Honig

CEO & Co-founder

Adam is a known expert on sales and CRM. Adam co-founded Spiro after helping deploy solutions to over 300,000 salespeople with the conviction that a different approach was needed.

Prior to Spiro, Adam founded and was the CEO of Innoveer Solutions, a firm he built to be one of the largest Salesforce.com consulting partners world-wide. After Innoveer was acquired by Cloud Sherpas, Adam was responsible for Cloud Sherpas’ US CRM business and lead a $50M+ P&L.

Prior to starting Innoveer, Adam was a co-founder and VP of Sales for Open Environment Corporation, which was a pioneering middleware software company. Adam lead Open Environment to $30M in annual sales, a successful IPO and its eventual sale to Borland International.

Adam started his career at Cambridge Technologies, and holds a B.A. in Philosophy from Cornell University.

Justin Kao

VP, Customer & Revenue

Justin is a sales process expert and customer success advocate who is responsible for driving sales and customer success at Spiro.

Prior to co-founding Spiro, Justin worked as a project manager and solutions architect at Mavens Consulting, Cloud Sherpas and Innoveer Solutions.

Justin holds a BS in Finance and Information Systems from Boston College.

Notable Advisors & Investors

Rob Wadsworth

Investor, Managing Director of HarbourVest, a large private equity investor.

Walt Winshall

Investor, Principal of Collaborative Seed and Growth Partners, LLP.

Omar Hussain

Investor, Former CEO of Imprivata, and a seasoned technology executive.

Hyperplane

Investor, Investment firm focused on exceptional founders.

Christopher Lochhead

Investor, Former CMO of Mercury Interactive, Scient and Vantive Corp.

10X Venture Partners

Investor, Seed stage (and beyond) investment group.

Manuel Bronstein

Advisor, Product Management, YouTube.

Q&A with the Founder

  • Please provide some background on the company.
    We incorporated in June 2014 and became operational in October 2014. We launched our first product in November 2015. It was our personal sales assistant product which had features like identifying contacts and who to call within organizations. It was built on top of Salesforce and while we accumulated 10,000 free users, we realized our product would be much more valuable to us and our customers if it became a full AI-powered CRM. Then in early Summer 2016, we started to charge for the personal edition and in late fall, we launched the full enterprise product.
  • Tell me about the business model and products (Personal and Team editions and Voice)?
    Spiro Personal Edition product is primarily a lead generation tool for us. Over the past three months, 3,000 salespeople have signed up to try Spiro. We use the data from these 21 day free trials to continue to train our AI solution, and we target these free trial users of Spiro to buy our enterprise product, Spiro Team Edition. Almost all of the sales of Spiro Team Edition come from leads generated through the Personal Edition. From our inbound marketing efforts and trial users, we've been generating around 75 sales appointments a month, which has helped us grow revenue and build a large pipeline. We have over 25 paying customers on Spiro Team Edition, with in total around 400 seats. Spiro Voice is a new offering and allows inside sales teams to utilize click-to-call functionality and SMS texting from within Spiro's web application. At this point we have two customers paying for this product.
  • What does the sales funnel in your deck represent?
    Almost all sales have been all inbound historically and we are just starting our outbound efforts. We have been able to drive inbounds with the content on our website; we kind of look our voice like a "buzzfeed of sales". In February alone, we had 200K unique visitors and 3K shares of our blog; we also had 2K freemium sign ups, 1,200 trials starter, 104 sales meetings, 40 paying customers.
  • How do you provide your product to companies in different verticals?
    Right now, we do not have separate versions of the product for different verticals but we are seeing most of our customers in the industrial/ manufacturing, logistics, and business services space. So we’ve honed in on these industries where we have seen a concentration of customers.
  • What are the Key Partnerships you have with Salesforce.com, HubSpot, Sales Humor?
    Salesforce, Hubspot – We are partnered with them in their stores with our personal assistant legacy product. We are also competitors at this point with our CRM products. Sales Humor – this is a publisher & affiliate partner that drives traffic to us
  • 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.

    Side by Side 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.


    Terms & DescriptionRegulation D - Rule 506(c)Regulation CF
    Investor TypesAccredited OnlyAccredited and Non-accredited
    Round descriptionSeedSeed
    Round sizeUS $1,000,000US $1,000,000
    Amount raisedUS $0US $25,028
    Minimum investment$20,000US $500
    Target minimumUS $450,000US $450,000
    Closing AmountThe Company is making concurrent offerings under both Regulation CF and Regulation D (the "Combined Offerings"). Unless the Company raises at least the Target Amount of $100,000 under the Regulation CF offering and a total of $450,000 under the Combined Offerings (the “Closing Amount”) by June 2, 2017, no securities will be sold in this offering, investment commitments will be cancelled, and committed funds will be returned.The Company is making concurrent offerings under both Regulation CF and Regulation D (the "Combined Offerings"). Unless the Company raises at least the Target Amount of $100,000 under the Regulation CF offering and a total of $450,000 under the Combined Offerings (the “Closing Amount”) by June 2, 2017, no securities will be sold in this offering, investment commitments will be cancelled, and committed funds will be returned.

    Prior Rounds

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


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

    Seed

  • Round Size
    US $1,491,625
  • Close Date
    Nov 1, 2014
  • Security Type
    Convertible Note
  • Seed

  • Round Size
    US $443,085
  • Close Date
    Mar 1, 2017
  • Security Type
    Convertible Note
  • Valuation Cap
    US $5,000,000
  • Seed

  • Round Size
    US $915,002
  • Close Date
    Feb 1, 2016
  • Security Type
    Convertible Note
  • Valuation Cap
    US $5,000,000
  • Financial Discussion

    Please see the financial information attached to the Form C as Exhibit B and and attached hereto in addition to the following information.

    Operations

    As of January 31, 2017, the Company’s available cash was $343,995. The Company incurred a substantial loss from operations and had negative cash flows from operating activities for the year ended January 31, 2017. The Company’s current operating plan indicates that it will continue to incur losses from operations and generate negative cash flows from operating activities. These projections, and certain liquidity risks, raise substantial doubt about whether the Company will be able to meet current operating demands. As a result of these factors, there exists substantial doubt to whether the Company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

    We anticipate that this financing will give us the runway to bring Spiro to a cash breakeven business, and give us options to raise additional financing to further accelerate our growth. We are moving towards charging our customers up front for our software. We can accelerate this change and bring the company to a cash-flow positive position sooner if needed, and we can reduce our engineering expenses to bring our current burn rate down.

    The Company currently requires $70K to $90K per month. a month to sustain operations.

    Liquidity and Capital Resources

    The proceeds of the offering are not necessary to the operations of the Company. We’re expecting to raise $2M in financing in our current raise. We expect a fee of approximately $75K to SeedInvest and perhaps $10,000 in legal fees associated with the offering. Approximately 46% of the funds raised will be to expand headcount in our marketing, sales and customer success functions. An additional 20% will be used to fund marketing programs, 15% for increased engineering staff and the remainder with general expenses.

    The Company does not have any additional sources of capital other than the proceeds from the Offering.

    Such additional sources of capital are necessary to the operations of the Company.

    As of January 31, 2017, the Company has not yet commenced full scale operations nor generated significant revenue. The Company is dependent upon additional capital resources for the commencement of its planned principal operations and is subject to significant risks and uncertainties; including failing to secure additional funding to operationalize the Company’s planned operations.

    Capital Expenditures and Other Obligations

    The Company has not made any material capital expenditures in the past two years.

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

    Material Changes and Other Information Trends and Uncertainties

    The Company does not currently believe it is subject to any trends or 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 judgement. 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 A.

    Valuation

    Based on the Offering price of the Securities, the pre-Offering value ascribed to the Company is 4,000,000.

    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 shares (or grants options over its shares) 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 shares than the founders or earlier investors, which means that the cash value of your stake is immediately diluted because each share of the same type is worth the same amount, and you paid more for your shares (or the notes convertible into shares) than earlier investors did for theirs.

    There are several ways to value a company, and 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

    According to Gartner, the CRM software market reached $26.3B in 2015, up from $23.2B in 2014, representing a 12.3% annual growth. The analyst firm forecast the CRM market reaching $36.5 billion by 2017.


    Overall CRM Market

    According to market research firm Gartner Group, the CRM market is expected to be $26B in 2015, and has been growing 15% annually. While salesforce.com is the market leader, their market share is estimated to be 22%, and the number two player SAP's market share is less than 12%. Notably, +50% of companies have no CRM or a homegrown solution.

    Spiro's Initial TAM

    We are initially focused on mid-sized companies (50 to 1,000 employees). According to LinkedIn, there are 147,000 such companies, with an average of 24 sales related employees per company. This would represent an initial $2.2B TAM for Spiro at our current price of $36/user/month.

    Upon success in this market, it is like that Spiro will expand its product offerings for larger companies and further expand our addressable market.

    Risks and Disclosures

    The development and commercialization of our products is highly competitive. We face competition with respect to any products 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 may have superior expertise in research and development and marketing approved products and thus may be better equipped than us to develop and commercialize products. 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 products/services will achieve initial market acceptance and our ability to generate meaningful additional revenues from our products.

    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 Adam Honig who is the CEO of the Company. The Company has or intends to enter into employment agreements with Adam Honig although there can be no assurance that it will do so or that they will continue to be employed by the Company for a particular period of time. The loss of Adam Honig 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.

    Although dependent on certain key personnel, the Company does not have any key man life insurance policies on any such people. The Company is dependent on Adam Honig in order to conduct its operations and execute its business plan, however, the Company has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, in any of Adam Honig die or become disabled, the Company will not receive any compensation to assist with such person's absence. The loss of such person could negatively affect the Company and its operations.

    We are not subject to Sarbanes-Oxley regulations and lack the financial controls and safeguards required of public companies. We do not have the internal infrastructure necessary, and are not required, to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of 2002. There can be no assurance that there are no significant deficiencies or material weaknesses in the quality of our financial controls. We expect to incur additional expenses and diversion of management's time if and when it becomes necessary to perform the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.

    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.

    Our operating results may fluctuate due to factors that are difficult to forecast and not within our control. Our past operating results may not be accurate indicators of future performance, and you should not rely on such results to predict our future performance. Our operating results have fluctuated significantly in the past, and could fluctuate in the future. Factors that may contribute to fluctuations include:

    • changes in aggregate capital spending, cyclicality and other economic conditions, or domestic and international demand in the industries we serve;
    • our ability to effectively manage our working capital;
    • our ability to satisfy consumer demands in a timely and cost-effective manner; and
    • our inability to adjust certain fixed costs and expenses for changes in demand.

    Failure to obtain new clients or renew client contracts on favorable terms could adversely affect results of operations. We may face pricing pressure in obtaining and retaining our clients. Our clients may be able to seek price reductions from us when they renew a contract, when a contract is extended, or when the client's business has significant volume changes. They may also reduce services if they decide to move services in-house. On some occasions, this pricing pressure results in lower revenue from a client than we had anticipated based on our previous agreement with that client. This reduction in revenue could result in an adverse effect on our business and results of operations.

    We rely heavily on our technology and intellectual property, but we may be unable to adequately or cost-effectively protect or enforce our intellectual property rights, thereby weakening our competitive position and increasing operating costs. To protect our rights in our services and technology, we rely on a combination of intellectual property rights, confidentiality agreements with employees and third parties, and protective contractual provisions. We also rely on laws pertaining to trademarks and domain names to protect the value of our corporate brands and reputation. Despite our efforts to protect our proprietary rights, unauthorized parties may copy aspects of our services or technology, obtain and use information, marks, or technology that we regard as proprietary, or otherwise violate or infringe our intellectual property rights. In addition, it is possible that others could independently develop substantially equivalent intellectual property. If we do not effectively protect our intellectual property, or if others independently develop substantially equivalent intellectual property, our competitive position could be weakened.

    Our business could be negatively impacted by cyber security threats, attacks and other disruptions. Like others in our industry, we continue to face risk of cyber attacks on our information infrastructure. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack our products or otherwise exploit any security vulnerabilities. Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential information or that of our customers or other third-parties, create system disruptions, or cause shutdowns. A disruption, infiltration or failure of our information infrastructure systems or any of our data centers as a result of software or hardware malfunctions, computer viruses, cyber attacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could adversely affect our business.

    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.

    Spiro Technologies'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 Spiro Technologies'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 shares, 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 Spiro Technologies
    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 Spiro Technologies. Once Spiro Technologies accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Spiro Technologies in exchange for your shares. At that point, you will be a proud owner in Spiro Technologies.


    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, Spiro Technologies has set a minimum investment amount of US $500.

    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 shares 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 shares in the future?

    Currently there is no market or liquidity for these shares. Right now Spiro Technologies does not plan to list these shares on a national exchange or another secondary market. At some point Spiro Technologies 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 Spiro Technologies either lists their shares 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 Spiro Technologies'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 Spiro Technologies's Form C. The Form C includes important details about Spiro Technologies'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 shares have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, let SeedInvest know by emailing cancellations@seedinvest.com. Please include your name, the company's name, the amount, the investment number, and the date your made your investment.


    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 shares 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 email us at cancellations@seedinvest.com. Please include your name, the company's name, the amount, the investment number, and the date your made your investment.