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For your information , Gerbsman Partners represents companies, the Board, equity and/or senior lenders of underperforming/distressed technology, life sciences and medical device companies with the objective of maximizing enterprise value of their assets and IP, as well as terminating/restructuring prohibitive real estate leases, senior and junior debt and creditor issues.  Gerbsman Partners also assists emerging growth companies access the capital markets and leverage their Intellectual Property in licensing opportunities throughout the world.

Please see the presentation below that I gave at Stanford University –  “Early Warning Signs” and “Maximizing Value” for under-performing/distressed venture and senior lender backed Intellectual Property companies”.

This presentation will be used in the Stanford Engineering and Business Schools via STVP (Stanford Technology Ventures Program) and SCPD (Stanford Center for Professional Devlopment )  through this link .

Highlighted below is a partial list of companies Gerbsman Partners assisted in maximizing and monetizing value.  To date, Gerbsman Partners has been involved in maximizing value in 117 intellectual property based companies and has terminated/restructured over $ 810 million of prohibitive real estate leases and creditor issues.  

Gerbsman Partners is available to strategize and develop action plans for maximizing and monetizing value.

Please email steve@gerbsmanpartners.com


San Francisco October, 2022

Gerbsman Partners – Maximizing Enterprise Value

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies and their Intellectual Property, as well as maximizing value for Intellectual Property Patents. Since 2001, Gerbsman Partners has been involved in maximizing value for 117 technology, medical device, life science, solar, fuel cell, cyber security, consumer and digital marketing companies and their Intellectual Property and has restructured/terminated over $810 million of real estate executory contracts and equipment lease/sub-debt obligations. Since inception in 1980, Gerbsman Partners has been involved in over $2.3 billion of financings, restructurings and M & A Transactions.

Gerbsman Partners has offices and strategic alliances in San Francisco, New York, McLean, VA/Washington DC, Orange County, Boston, Europe and Israel.

Technology – IP

Software

  • Emergent Game Technologies, Inc. – Licensed and supported 3D/game software.
  • Capital Thinking – Enterprise Risk Management (ERM) platform, a credit and risk management software solution for the financial services industry.
  • Cesura – Web and on demand business software.
  • Conformia Software Inc. – Software solutions for highly regulated process industries – Life Science.
  • deNovis – Enterprise softwa re for government health and health insurance industry.
  • Aperion Inc. – Software.
  • Gentiae Inc. – Real-time fully automated processing of cardiac safety input and core lab operations. The system offers a comprehensive, real time web portal for sponsor and site access.
  • Banquet – Interactive sports entertainment.
  • ID Engines Inc. – Role-based access control (RBAC) across enterprise networks.
  • InDplay Inc. – Online, B2B video content distribution (monetization) platform, deployed on enterprise-quality software components, served in the SaaS (software-as-a-service) model.
  • Metreo Inc. – Pricing software for manufacturers and distributors.
  • Neohapsis Inc. – IT management services platform. Zone4Play – Interactive game technology.
  • Roots Web, Inc. – Geneology software.
  • StreamSearch, Inc. – Multimedia aggregator that has created a unique solution for indexing, locating, promoting, and distributing rich media on the Internet.
  • Technion University – Technology patents
  • Teranode Corporation – Business intelligence and lab automation solutions for the Life Science market.
  • USA Democracy, Inc. – Direct, verifiable, credible communications between elected representatives and their constituents through its non-partisan legislative-based website.
  • Utility.com, Inc. – Multi-utility eCommerce/eCRM technology, Web-based energy management technology.
  • Vcommerce, Inc. – Developed, deployed, and operated fully integrated, end-to-end supply chain execution systems and direct fulfillment infrastructure.
  • Intelectron, Inc. – Commercial lighting technology.
  • Skunk Technologies – Java based software
  • Bell & Howell – Information Intellectual Property/Patents

Food and Beverage Industry

  • Vigilistics, Inc. – Manufacturing analytic software

Telecom

  • Dialpad, Inc. – Web-to-phone service.
  • Simpler Networks, Inc./Hercules Technology Growth Capital – Telco software – a matrix switch platform that sits within the Telco’s central office (CO) or street cabinets. Developed to allow for universal access to any service, the system’s protocol-transparent design allows it to be placed in front of any existing or future access gear that delivers services over the local loop

Storage

  • Cornice Inc. – Storage and flash controllers.
  • PhaseMetrics Inc. – Storage systems manufacturer.
  • Plasmon, Inc. – Data archival storage technology

Networking/Optical Networking

  • CipherMax, Inc. – Storage networking.
  • Private Networks, Inc. – Broadband multicast delivery system utilizing digital satellite technology. The technology has universal applicability to many industries for distribution of high-band data and video.
  • Teak Technologies Inc. – Internet switching and gateway networking products.
  • Zeus Communications, Inc. – Hardware architecture of 10 Gbps IPSec VPN and firewall in a single board.
  • Optivia, Inc & Hercules Technology Growth Capital – Optical transport systems.
  • Princeton Lightwave, Inc. – Optical networking technology
  • T-Networks, Inc. – Optical networking components.
  • Transparent Networks, Inc. – Wavelength Selective Switch, a high performance large scale Photonic cross-connect functional prototype, detailed design and simulation validation of a Light Path Exchange with integrated DWDM, an HDTV display mirror array high level design and simulation, proprietary and unique MEMS design and validation engineering tools.
  • Network Photonics, Inc.
  • Cambridge NanoTech, Inc. – Materials Science company that developed high Performance turnkey equipment for Atomic Layer Deposition (“ALD”).

Mobile

  • eBiz mobility – Mobile business payment
  • YPS Software – ASP and software vendor for the PC and mobile phone industries, Mobile Entertainment Centre.
  • Teleflip – Mobile messaging.

Media/Advertising/Internet

  • Active Response Group Inc. – On line marketing company.
  • Akimbo Inc. – Monitizing on line media.
  • Competition Accessories, Inc. – Online direct marketing.
  • Gallery Player Inc. – Provider and distributor of high-value, rights managed high definition imagery for high definition televisions.
  • MeMedia Inc. – Online advertising solutions provider and ad network that delivers contextually and behaviorally targeted advertisements across a multi-modal network of websites and desktop applications.
  • MyWire Inc. – Paid content and advertising.
  • NebuAd, Inc. – Online advertising model. Next-generation digital media technology and solutions.
  • Syncapse, Inc. – Provider of technology-enabled social performance management services for global enterprise clients with multiple B2C brands.
  • Optify, Inc. – Software-as-a-Service (SaaS) provider of digital marketing suites company, its Assets and Intellectual Property.

     •  TrueFacet, Inc. – Online business model for selling certified pre-owned marketplace for jewelry and watches

Holographic & Biometric Technology – Laser Manufacturer

  • Aprilis, Inc./Dow Corning – Holographic Data Storage Drives and Biometric Security
  • Raydiance, Inc. – Manufacturer of precision solutions laser technology

Security

  • NeoScale Inc. – Storage encryption and key management solution for organizations securing information stored on tape and disk media.
  • Oviso Inc. – Semi conductor manufacturing equipment.
  • SciCortex, Inc. – Manufacturer of high performance computers.

Medical Device

Cardiovascular, Vascular, Endoscopy, Breast Imaging

  • Cardiomind Inc. – Stent delivery platform.

       •   Dune Medical Devices, Ltd. –  US and Israel company.  Medical devices that differentiate and characterize tissue for the purpose of identifying normal versus malignant tissue in real-time.

  • OmniSonics Medical Technologies Inc. – Vascular disease IP.
  • InnerPulse Inc. – Cardiac rhythm management (CRM) medical device company.
  • Myocor Inc. – Developing innovative cardiac reshaping devices to treat functional mitral regurgitation (FMR) and left ventricular (LV) dysfunction, both of which are significant in the progression of congestive heart failure (CHF).
  • NDO Surgical, Inc. – Flexible endoscopy technologies that enable surgical procedures through the body’s natural openings.
  • Viacor Inc. – Cardiac implant device for the treatment of functional mitral regurgitation.
  • XTENT Inc. – Customizable drug eluting stent systems for the treatment of cardiovascular disease.
  • GluMetrics, Inc. – Glucose monitoring medical device company
  • NeoGraft Technologies, Inc. – Acquired Vascular Patents from Kips Bay Medical
  • Palmaz Scientific, Inc. – Medical technology company
  • InterValve, Inc. – Medical devices for structural heart market
  • Gamma Medica – first fully digital, dual headed Molecular Breast Imaging (“MBI”) system
  • AirXpanders, Inc – medical device used in two-stage breast reconstruction procedures following mastectomy

Spine

  • Applied Spine Technologies Inc. – Screw based dynamic stabilization system validated with Class 1 clinical data
  • AxioMed Spine, Corp. – Developed Freedom technology, with the goal of restoring spinal function to patients by adhering to the natural biomechanics of the spine.

Respiratory

  • Emphasis Medical Inc. – Endobronchial valves for the treatment of heterogeneous emphysema.
  • Uptake Medical, Inc. –  developing innovative, therapeutic bronchoscopic devices to treat advanced heterogeneous emphysema and lung cancer.

Orthopedics

  • NovaLign Orthopedic Inc. – Long bone fracture, intramedullary nail technology.

Opthomology

  • Optobionics – Retinal degeneration.
  • Refractec, Inc. – Radiofrequency (RF) device called ViewPoint CK System, used to perform NearVisionSM CK (Conductive Keratoplasty) treatment

Obesity

  • Satiety Inc. – Obesity product

Osteoperosis

     •   Tarsa Therapeutics –   Oral formulation contains recombinant salmon calcitonin – treatment pf postmenopausal osteoporosis

Life Science

  • Pluristem, Inc. – Stem cell research – Israel company
  • Igenica Biotherapeutics, Inc.. – harnessing the natural tumor microenvironment to deliver a pipeline of high-impact antibody-based cancer therapeutics
  • Pegasus Biologics Inc. – Developed and is commercializing a revolutionary bioscaffold comprised of highly organized collagen, sourced from equine pericardium that encourages the healing process by addressing the demands of a challenging biological environment.
  • Radiant Medical, Inc. – Endovascular therapeutic cooling.
  • Valentis, Inc. – Biotechnology company with small molecule, antibody, protein, gene and manufacturing assets.

       •    Ravenna Pharmaceuticals – Cancer drugs

       •    Velicept, Inc. –  OAB drugs

  • Relypsa, Inc. – Acquisition of BioPharmaceutical Patents and Intellectual Property

•   Adynxx, Inc. – The Company is focused on development of non-opioid therapeutics for the treatment of pain and inflammatory diseases.

       •   Ohana Biosciences  -Developer of molecular techniques designed to create a novel category of fertility treatment.

Energy – Solar & Fuel Cell

  • Nanosolar
  • AQT Solar
  • SVTC Solar
  • Clear Edge Power, LLC – sold to Doosan in Korea

Consumer – Retail

      •  Bambeco, Inc. – manufacturer and distributer of sustainable and socially responsible home décor and furnishings in the United States

      •   Site for Sore Eyes – retail eyewear chain – sold to Cohen’s Fashion Optical 

      •   Solar Planet –retail sun tanning chain   

Hotel/Resorts

  • Divi Hotels & Resorts – stabilized and restructured through a Chapter 11

Other     

      •     The NanoSteel Company –  steel based coatings based on research at the Dept of Energy

      •     Baylin Technologies Viet Nam – technology assets in Hanoi, Viet Nam

      •     Bag Boy –  manufacturer of golf carts

     •    M. Kammenstein & Co. – importer of house ware products

Successful ‘Date-Certain M&A’ of Galtronics Vietnam Dai Dong Assets

Gerbsman Partners is pleased to announce the successful completion of maximizing the value of the Assets at Galtronics Vietnam Dai Dong Assets.

Due to market conditions and trends, the Board of Directors of its parent company Baylin Technolgies, Inc. made the strategic decision to maximize the value of the Galtronics Assets

Gerbsman Partners – led by Steven R. Gerbsman, Principal and Kenneth Hardesty (CEO in Residence)– provided the Board of Directors of Galtronics with financial advisory leadership through its proprietary ‘Date-Certain M&A Process’, facilitated the sale of the company’s Assets and the closing of the sale.

Specifically, Gerbsman Partners provided leadership with:

1.  Business consulting and investment banking domain expertise in developing strategic action plans.

2.  Implementing its proprietary ‘Date-Certain M&A Process’ in order to maximize value of Galtronics Assets.

3.  “Managing and guiding the process” among potential acquirers, lawyers, advisors, as well as all stakeholders of interest.

About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in underperforming, undercapitalized and undervalued companies and their intellectual properties. Since 2001, Gerbsman Partners has successfully maximized the values of 117 companies in a wide and diverse spectrum of industries, ranging from technology, medical device/life science, digital marketing to cyber security, to name only a few.*

In the process, GP has successfully restructured/terminated over $810 million of real estate executory contracts and equipment lease/sub-debt obligations, and has assisted in over $2.3 billion of financings, restructurings and M&A transactions.*

Gerbsman Partners has offices and strategic alliances in San Francisco, Orange County, Boston, New York, Washington DC, McLean, VA, Europe and Israel.

*For further information on Gerbsman Partners expertise and industry experience, please request our company profile here

Please see below the presentation I gave at Stanford University that is being used in the Stanford Engineering and Business Schools via STVP (Stanford Technology Ventures Program) and SCPD (Stanford Center for Professional Devlopment). “Early Warning Signs” and “Maximizing Value” for under-performing/distressed venture and senior lender backed Intellectual Property companies”.

About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in underperforming, undercapitalized and undervalued companies and their intellectual properties. Since 2001, Gerbsman Partners has successfully maximized the values of 116 companies in a wide and diverse spectrum of industries, ranging from technology, life science, medical device, digital marketing, consumer to cyber security, to name only a few.

Since inception in 1980, Gerbsman Partners has successfully restructured/terminated over $810 million of real estate executory contracts and equipment lease/sub-debt obligations, and has been involved in over $2.3 billion of financings, restructuring and M&A transactions.

Gerbsman Partners has offices and strategic alliances  in San Francisco, Orange County CA, Boston, New York, Washington  DC, Mc Lean VA,  Europe and Israel.

If appropriate, the Gerbsman Partners team and its Board of Intellectual Capital is available to strategize and develop action plans for maximizing and monetizing value.  Please also visit http://blog.gerbsmanpartners.com

Where were you on September 11, 2001????

Most will never forget and the memory of what happened that day MUST be passed on to generations.  Please, Please review with you children and grandchildren.  This is our history and it will not be re-written.

I remember receiving a call from our son at about 6:10 AM California time.  He was serving in the military in Israel and told us to turn on the TV.  With shock and dismay my wife and i watched the challenges of the next hours.

Among the things I will never forget are the faces of the men and woman of the NY Fire Department and NYPD walking up the stairs in the World Trade Center.  The look on their faces told the whole story.  They knew they were “going into Harms Way” and yet they marched on.

These are the “True Heroes”.  The Firefighter’s, the Police, the Medic’s and all the First Responders.  They all have one objective “to Serve & Protect”.

As a Director of a Fire District in California, I see every day their bravery, commitment and focus.

Please see a Firefighter’s Prayer below:

Firefighter’s Prayer

When I am called to duty, God wherever flames may rage,

give me strength to save a life, whatever be its age.

Help me to embrace a little child before it’s too late,

or save an older person from the horror of that fate.

Enable me to be alert to hear the weakest shout,

and quickly and efficiently to put the fire out.

I want to fill my calling and to give the best in me,

to guard my neighbor and protect his property.

And if according to your will I have to lose my life,

bless with your protecting hand my loving family from strife. Amen

Sent by :

Mark Pomi

Fire Chief

Kentfield Fire Protection District

9-11 Sounds of Silence Tribute by Steve A.

Please click on this link – remember, share and never, ever, ever, ever forget.   https://www.youtube.com/watch?v=3iy2L9VeUfc

Also, with respect and honor to all and especially our First Responders..  https://www.youtube.com/watch?v=fJ4yrMm6cSU

Lastly, again please tell the story of our history to your children.  We “must never forget”.

With respect

Steven R. Gerbsman

Director, Kentfield Fire District

Gerbsman Partners – http://gerbsmanpartners.com  has been retained by Baylin Technologies, Inc. “Baylin” http://www.baylintech.com to solicit interest for the acquisition of all or substantially all of its wholly owned subsidiary, Galtronics Vietnam “Galtronics” http://galtronics.com, Dai Dong assets located at Dai Dong Hoan Son Industrial area, Tien Du District, Bac Ninh Province, Vietnam.  

Specifically, The Board of Directors of “Baylin” have extended the sale of the Compact Antenna Range (CATR) System to Thursday, September 8, 2002 (see information below and attached) for a minimum price of $500,000.  Original purchase price is approximately $1.9 million. Also, please see attached a draft Asset Purchase Agreement (“APA”), Chamber component document, power point slides and information below.

Please see attached a draft Asset Purchase Agreement (“APA”) and the wire transfer information below for refundable deposit.

I would also encourage and recommend that all interested parties have their counsel speak with Philip Mohtadi, Esq. General Counsel and Corporate Secretary, to discuss any questions or comments of a legal nature relating to the transaction and “APA”.  Philip is available at 1-647-291-7525 philip.mohtadi@baylintech.com It is also recommended that the “APA” be submitted with any bid.

IMPORTANT LEGAL NOTICE:

The information in this memorandum does not constitute the whole or any part of an offer or a contract.

The information contained in this memorandum relating to the Baylin Vietnam Asset, “Compact Antenna Range (CTR)  System”  has been supplied by Baylin.  It has not been independently investigated or verified by Gerbsman Partners, its agents or any other adviser.

Potential purchasers should not rely on any information contained in this memorandum or provided by Baylin, or Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.

Baylin, Gerbsman Partners, and their respective staff, agents, and attorneys, (i) disclaim any and all implied warranties concerning the truth, accuracy, and completeness of any information provided in connection herewith and (ii) do not accept liability for any loss arising from the provision of, or any omission from, such information, including that contained in this memorandum, whether that loss arises by reason of the Baylin Vietnam Assets or Gerbsman Partners’ negligence or otherwise. 

Any sale of the Baylin Vietnam Asset, “Compact Antenna Range (CTR)  System”,  will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either express or implied, of any kind, nature, or type whatsoever from, or on behalf of Baylin, Gerbsman Partners or any other adviser.  Without limiting the generality of the foregoing, Baylin and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Baylin Vietnam Assets, “Compact Antenna Range (CTR)  System”, and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, or any implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be made available to any person without Gerbsman Partners’ prior consent. 

 The Bidding Process for Interested Buyers

Interested and qualified parties will be given access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Materials”). Each interested party, upon accessing the Due Diligence Materials granted to it, shall be deemed to acknowledge and agree: (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the Baylin Vietnam Asset, “Compact Antenna Range (CTR)  System”, to review all pertinent documents and information with respect thereto and raise such enquiries as it considers necessary; (iii) that it is not relying upon any written or oral statements, representations, or warranties of the Baylin Vietnam Asset, “Compact Antenna Range (CTR)  System”, Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all documents and reports provided to it have been provided solely for the convenience of the interested party, and Baylin, Gerbsman Partners (and their respective, staff, agents, or attorneys) do not make any representations as to the accuracy or completeness of the same.  

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Baylin Vietnam Asset, “Compact Antenna Range (CTR)  System”. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Thursday, September 8, 2022, 3:00pm Pacific Standard Time (the “Bid Deadline”).  Please also email steve@gerbsmanpartners.com with any bid.

The attached Baylin Asset schedule for the “Compact Antenna Range (CTR)  System” may not be complete.

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase. All bids must be accompanied by a refundable deposit via check in the amount of US$200,000 (payable to Baylin Technologies, Inc.). The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them. Until a binding sale agreement is entered into, Baylin Vietnam reserves the right to, in its sole discretion, accept or reject any bid without giving reasons for its decision, withdraw any assets from sale or choose not to proceed with the sale.

Baylin will require the successful bidder to close within 7 business days (or such later date as agreed to or notified by Baylin at its discretion).  Any or all of the assets of the Baylin Vietnam Assets will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales and transfer taxes, stamp duty, goods and services taxes (GST) or similar taxes, if any, relating to the sale of the Baylin Vietnam Assets shall be payable by the successful bidder. 

For additional information, please see below and/or contact: 

Steven R. Gerbsman                                                                                                                                  

steve@gerbsmanpartners.com                          

Kenneth Hardesty

ken@gerbsmanpartners.com