SmartCounseling Funding

Min. Invest
$15,000
Target Hold
24 mos.
Annualized Returns
8.00%
SmartCounseling_LandingPagePhoto.jpg

Project Summary

Smart Counseling is a digital counseling and coaching service in the hot telehealth space. Their mission is to expand the accessibility of behavioral health and wellness services using technology. They offer effective long-term solutions to businesses seeking services for their employees and to the millions of people who are challenged with anxiety, stress, depression, and related behavioral health and wellness needs. Smart Counseling also addresses the needs of people seeking personal and professional development utilizing coaching and counselors through a digital service. 

Behavioral health concerns such as stress, anxiety, and depression are directly linked to many diseases such as heart disease and cancer, affect more than 100 million Americans, cost the healthcare system over $200 billion a year, and employers over 300 billion in lost productivity and increased healthcare costs. The large growing demand to solve the problem and provide behavioral healthcare services cannot be met by the current number of professionals available, and the in-office model and current EAP offerings are inconvenient, limit access, lack confidentiality, and are expensive; therefore, people are not getting the help they need.

The Smart Counseling Digital Health System provides individuals easy, on-demand access anytime, anywhere to licensed therapists, coaches, and other practitioners in a convenient, and private, HIPPA-secure session room. Individuals and practitioners can communicate via asynchronous messaging, live video, and audio sessions. In addition, Smart Counseling blends high-quality therapeutic treatment with cutting edge data, scientific assessments, and machine learning to support patient outcomes, as well as self-directed education.

All therapists on the platform are licensed, vetted, and complete a proprietary on-boarding process that includes training, ongoing support, and a respectful and engaging therapist environment. Employers of all sizes benefit by offering their employees a convenient, robust branded system, with flexible affordable pricing while strengthening the minds and overall health of their workforce, which will reduce healthcare costs and increase productivity.

The Smart Counseling platform was released in Jan 2020, and we have onboarded therapists as independent contractors within 44 states. We released the beta version of the hybrid platform in the latter part of January and have several therapists beginning to set up their own companies on the platform. We have entered into a 2-year Master Collaboration Agreement with a major health system in DFW to undertake several pilot programs to provide services to their residents, and staff, and will co-publish research based on the outcomes, as well as a marketing agreement with a wellness-based online publication with over 2 million subscribers.

We are currently seeking a $1 -$1.5 million investment to take advantage of the growing market opportunity and expand our sales and marketing efforts, support clients, and therapists, obtain select insurance credentialing, continued enhancement and security of the platform, expand the assessment and resources library, and key personal.

Investment Type Convertible Note
Discount Rate 20%
Term 24 Months
Offering Size $1,500,000

Summary of the Terms of the 2 Year Convertible Debt Offering

  1. Interest. Simple interest shall accrue on this Note from the date hereof on the unpaid principal amount at a rate equal to eight percent (8%) per annum on the basis of a 365-day year and the actual number of days occurring in the period for which such interest is payable (the “Investment Amount”).
  2. The “Conversion Price” shall mean, for an Automatic Conversion or an Optional Conversion, lower of (i) the price equal to the quotient of the Valuation Cap (as defined below) divided by the aggregate number of outstanding capital stock of the Company (on an as-converted-to-common basis) as of immediately prior to the initial closing of the relevant financing (assuming the conversion of any securities convertible into or exercisable for equity securities of the Company, other than the Notes) or (ii) the per share price paid by the purchasers of such shares in the relevant financing less the Discount Rate.
    The “Discount Rate” shall be 20%.
    The “Valuation Cap” is $5,000,000.
  3. Automatically converts upon sale of the company or financing of 500K or more.

 

Financial Sources

Founders $220,000
Developmental Services $120,000

Financial Uses

Marketing and Sales $350,000
Operations and Customer Support $350,000
Continued Product Enhancement $300,000

Property Summary


Address Property Type

,
Fund

Industry Summary

Behavioral health concerns such as stress, anxiety, and depression are directly linked to many diseases such as heart disease and cancer, affect more than 100 million Americans, cost the healthcare system over $200 billion a year, and employers over 300 billion in lost productivity and increased healthcare costs. The large growing demand to solve the problem and provide behavioral healthcare services cannot be met by the current number of professionals available, and the in-office model and current EAP offerings are inconvenient, limit access, lack confidentiality, and are expensive; therefore, people are not getting the help they need.

Frequently Asked Questions

Contact Sponsor

Required fields are denoted by an asterisk (*).

Name *
Email *
Phone
Message *

Investor Tutorial

CERTAIN INFORMATION REGARDING THIS OFFERING

THESE UNITS ARE BEING OFFERED WITHOUT REGISTRATION UNDER ANY FEDERAL OR STATE SECURITIES LAWS, BUT ARE BEING OFFERED UNDER AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER COMPARABLE EXEMPTIONS UNDER VARIOUS STATE SECURITIES LAWS. HOWEVER, THE SECURITIES AND EXCHANGE COMMISSION (“COMMISSION”) HAS NOT DETERMINED THAT THESE UNITS ARE EXEMPT FROM REGISTRATION. THESE UNITS HAVE NOT BEEN REVIEWED, APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY, ADEQUACY, COMPLETENESS OR MERITS OF THIS MEMORANDUM, AND ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL TO, OR A SOLICITATION OF AN OFFER TO BUY FROM, NOR SHALL ANY OF THE UNITS BE OFFERED OR SOLD TO, ANY PERSON IN ANY JURISDICTION IN WHICH SUCH AN OFFER, SOLICITATION, PURCHASE, OR SALE IS UNLAWFUL OR UNAUTHORIZED UNDER THE SECURITIES LAWS OF SUCH JURISDICTION.

THE STATEMENTS MADE HEREIN ARE MADE AS OF THE DATE ON THE COVER OF THIS OFFERING MEMORANDUM. THIS OFFERING MEMORANDUM CONSTITUTES AN INVITATION TO THE PROSPECTIVE INVESTOR TO SUBMIT AN OFFER TO SUBSCRIBE. NO PERSON MAY PURCHASE THE UNITS OFFERED HEREBY EXCEPT PURSUANT TO AN EXECUTED SUBSCRIPTION AGREEMENT IN THE FORM PRESCRIBED BY THE FUND, AND THEN ONLY FROM A PERSON TO WHOM THE FUND OR ITS DESIGNATED AGENT HAS DELIVERED A COPY OF THIS OFFERING MEMORANDUM.

THESE UNITS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED BY THE FUND. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THERE IS CURRENTLY NO PUBLIC MARKET FOR THESE UNITS.

IN MAKING A DECISION TO PURCHASE UNITS HEREUNDER, PROSPECTIVE INVESTORS MUST CONDUCT THEIR OWN INDEPENDENT INVESTIGATION OF THE FUND AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED, AND ARE ENCOURAGED TO CONSULT WITH THEIR ADVISORS AS THEY WILL BE REQUIRED TO REPRESENT THAT THEY ARE ABLE TO BEAR THE ECONOMIC RISK OF THEIR INVESTMENT AND THAT THEY ARE FAMILLIAR WITH AND UNDERSTAND THE FUNDAMENTAL RISKS AND TERMS OF THIS OFFERING.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION WITH RESPECT TO THE OFFERING OF THE UNITS WHICH IS NOT CONTAINED OR REFERENCED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND. POTENTIAL INVESTORS MAY, IF THEY SO DESIRE, MAKE INQUIRIES OF THE FUND WITH RESPECT TO THE FUND’S BUSINESS OR ANY OTHER MATTERS SET FORTH HEREIN, AND MAY OBTAIN ANY ADDITIONAL INFORMATION WHICH SUCH PERSON DEEMS TO BE NECESSARY IN ORDER TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED IN THIS MEMORANDUM (TO THE EXTENT THAT THE FUND POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE).

December 03 2021

Confidential Offering Memorandum: The Bishop Capital Group

PROSPECTIVE INVESTORS ARE CAUTIONED NOT TO CONSTRUE ANY CONTENTS OF THIS OFFERING MEMORANDUM OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS, AS CONSTITUTING INVESTMENT, LEGAL OR TAX ADVICE; RATHER THEY SHOULD CONSULT THEIR OWN ADVISORS OR COUNSEL WITH THE CAPACITY TO ADVISE AND PROTECT THEIR INTEREST IN CONNECTION WITH ALL MATTERS CONCERNING THIS OFFERING MEMORANDUM.

THIS OFFERING MEMORANDUM DOES NOT KNOWINGLY CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT A MATERIAL FACT, AND ANY SUCH MISSTATEMENT OR OMISSION IS DONE WITHOUT THE KNOWLEDGE OF THE PREPARERS OF THIS DOCUMENT OR THE FUND. AS SUCH THE FUND BELIEVES THAT THIS OFFERING MEMORANDUM CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS OF ALL MATTERS, DOCUMENTS AND CIRCUMSTANCES MATERIAL TO THIS OFFERING. WHILE THE DATA AND STATEMENTS CONTAINED HEREIN ARE BASED UPON INFORMATION BELIEVED TO BE RELIABLE, NO WARRANTY CAN BE MADE AS TO THE ACCURACY OF SUCH INFORMATION OR THAT CIRCUMSTANCES HAVE NOT CHANGED SINCE THE DATE SUCH INFORMATION WAS SUPPLIED. THIS MEMORANDUM CONTAINS SUMMARIES OF CERTAIN PROVISIONS OF DOCUMENTS RELATING TO THE BUSINESS OF THE FUND AND THE UNITS OFFERED HEREBY, AS WELL AS SUMMARIES OF VARIOUS PROVISIONS OF RELEVANT STATUTES AND REGULATIONS. SUCH SUMMARIES DO NOT PURPORT TO BE COMPLETE AND ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE TEXTS OF THE ORIGINAL DOCUMENTS, STATUTES AND REGULATIONS.