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Archive for June, 2016

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SALE OF POLYREMEDY, INC., dba Nuvesse Skin Therapies

Gerbsman Partners has been retained by Polyremedy, Inc., dba Nuvesse Skin Therapies (www.nuvesse.com) and ( www.nuvessemd.com ) to solicit interest for the acquisition of all, or substantially all, the assets of Polyremedy, Inc., dba, Nuvesse Skin Therapies, further referred to as “Nuvesse” or “The Company”.

Based in Castro Valley, CA and Folsom, CA, Nuvesse Skin Therapies, Inc. is a skin therapy technology company that employs its patented platform transdermal delivery technology across three skin therapy portfolios. The offerings consist of NuvesseMD Clinical Skin Therapy products for the aesthetic medical channel, Nuvesse Cellulation™ Skin Therapy for the consumer retail channel and the clinically proven NuvesseACNE Skin Therapy portfolio, currently in market research to determine the most lucrative go-to-market channel and strategy.

Founded in 2004 as Polyremedy Inc., all funds and operations were targeted at developing a unique wound dressing portfolio. In 2013 new management and additional funding backed a pivot to the skin care market based on the patented CellulationTM transdermal delivery technology that was developed out of R&D in the precursor wound dressing company. This unique platform technology is the basis for the exceptional efficacy of all of Nuvesse’s skin care serums.

The founding venture capitalist investors are not in a position to fund full commercialization of the Nuvesse portfolios. The original funds have been fully committed over the life of The Company and the focus of these funds has been life sciences as opposed to the new skin care direction of Nuvesse Skin Therapies.

The Company has had approximately $53.7 Million invested to date, with an initial $43M focused in the wound-healing technology. The majority shareholder venture firms are MedVenture Partners, Advanced Technology Ventures, FlyBridge Capital Partners and Delphi Ventures.

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 Nuvesse assets has been supplied by Nuvesse. It has not been independently investigated or verified by Gerbsman Partners or its agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by Nuvesse, 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.

Nuvesse, 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 the information, including that contained in this memorandum, whether that liability arises by reasons of Nuvesse’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Nuvesse Assets 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 Nuvesse or Gerbsman Partners. Without limiting the generality of the foregoing, Nuvesse and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Nuvesse Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent. This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.

Nuvesse Skin Therapies History and Background

Researchers have long understood that the skin’s tough outer layer is a barrier to effective skin rejuvenation, often preventing beneficial ingredients from penetrating to the deeper layer of the skin, the epidermis, where they are needed most. Nuvesse Skin Therapies (“Nuvesse” or the “Company”) has developed an OTC acne therapy and two other anti-aging skin care portfolios based on the Company’s proprietary trans-dermal delivery system patented and trademarked as Cellulation™ Delivery Technology that facilitates skin-rejuvenating ingredients—including hyaluronic acid, multiple vitamins, such as vitamins A, B3, C and E, and antioxidants—in reaching the skin’s epidermal layers, deeper and faster than other known skin care products. The Cellulation formulated serums accomplish this without disrupting the stratum corneum and without going systemic. Nuvesse’s product formats currently include skin serums and serum-infused biocellulose masks.

The Company’s products, currently marketed and under development, are clinically proven in IRB studies in respected dermatology clinics, to effectively treat such issues as acne, environmentally impacted skin, aging skin, dry and dull skin, fine lines, wrinkles, puffy eyes, and dark circles. For the aesthetic medical market the Company also has a range of post-treatment products to calm, cool and soothe skin immediately after lasers and other aesthetic medical treatments.

Nuvesse was founded in 2004 as Polyremedy, Inc. (“Polyremedy”) a company that developed a proprietary wound-healing technology trademarked as the HealSmart Personalized Woundcare System (HealSmart™). In [2013], its board of directors decided that application of HealSmart to skin care had the potential to yield superior returns than those available in the wound-healing market.

The Company’s pivot to skin care launched its first skin care in mid-2014 into the aesthetic medical channel. The Company’s just-launched consumer retail portfolio is marketed under the Nuvesse brand and a different set of formulations is marketed in the aesthetic medical market under the NuvesseMD brand.

Nuvesse Skin Therapies believes its assets are attractive for a number of reasons:

· Nuvesse’s patented and trademarked platform transdermal delivery technology has been proven in-vitro, in-vivo, histologically and in two IRB multi-site clinical trials

· In vitro validation testing includes significant results in Franz Cell testing of over ten different molecules and in molecule sizes up to 800 kDa

· In vitro validation includes chemically tagged histology studies proving the crossing of the stratum corneum and residence in the epidermis with no crossing deeper across the dermal/epidermal junction

· In vivo validation includes controlled human tape-stripping studies performed by Zoe Draelos M.D. and assessed by an independent lab

· Most significant ACNE clinical studies include a three-site, IRB approved, double-blind, randomized and placebo controlled 97 patient trial with significant efficacy as measured by mean lesion counts and IGA scores

· Patents and Trademarks (see Appendix for details)

· Nuvesse’s technology is further protected and refined in a 23,000 sq. ft. leased vertically- integrated manufacturing, R&D and shipping facility which does not depend on any external contract manufacturing or formulating vendors

· The Company has approximately $644,000 in manufacturing and fill-finish fixed assets and leasehold improvements

· The NuvesseMD portfolio (www.nuvessemd.com) consists of serum-infused biocellulose masks and serum roller vials to treat six different skin care indications. These products are packaged for use in dermatology, plastic surgery and medspa locations as well as offered in retail packaging for sale to patients of those practices for home use.

· The NuvesseMD portfolio also offers four post-treatment masks to reduce swelling, burning and bruising after laser peels and other more invasive procedures performed in aesthetic medical offices.

· The NuvesseMD portfolio is currently commercial in over 100 plastic surgery, dermatology and medspa practices

· “Nuvesse” (www.nuvesse.com) the consumer retail branded portfolio consists of serum-infused masks and serum roller-vials targeted at four different skin care conditions and is presented in mask and roller-vial regimen kits as well as individual and trial packaging

· The “Nuvesse” retail portfolio employs a modified set of serum formulations that are designed for quicker results with a reduced 20-minute wear time to capture consumer loyalty with one application

· The “Nuvesse” retail consumer portfolio has just recently been launched on HSN by one of the nation’s top New York dermatologist and skin care author with little additional marketing to date

· The Company, has approximately $690,000 in raw materials, work-in-progress and finished goods inventory
Impact of CellulationTM Technology

Cellulation, the patented technology underlying all Nuvesse products, is derived from years of wound healing research. Cellulation works through a “dual-action” multi-pathway process.

First, proprietary formulations made with this technology create a polar attraction of the beneficial nutrients and ingredients in the serums to the polar-opposite nature of the immediate sub-surface known as the epidermis.

Second, Cellulation serum formulations super-hydrate multiple pathways (intra, inter, and follicular), facilitating this “active” transport of nutrients to occur in rapid fashion.
Numerous therapeutic ingredients—such as hyaluronic acid, vitamin C and other combinations designed to target specific skin concerns—can be delivered to the epi-dermis via these Cellulation technology based formulations and in many cases with larger molecules never before thought to be able to transit across the skin’s resistant surface layer. Generally the larger the molecule the longer the positive effect. Cellulation offers the following benefits as a delivery platform:

· Carry molecules as large as 900 Kilodaltons, which enhances efficacy of any therapy, as larger molecules last longer before epidermal enzymes break them down.

· Transit more than 15 key beneficial ingredients and combinations of ingredients that have been clinically tested and proven to cross the stratum corneum.

· Transport 26X the concentration of hyaluronic acid in one hour than any other published data has shown in 22 hours of application

· Reduce concentrations of ingredients applied to the skin’s surface while allowing very high concentration of these same ingredients to reach the sub-surface epidermis, allowing for less chance of irritation and while delivering improved efficacy.

Intellectual Property and Trademarks

Cellulation™ Technology is covered by one or more issued or pending patents in the United States and under The Patent Cooperation Treaty (PCT) internationally.
Currently we have following patents issued or in review:
1. U.S. Patent No. 9,035,122
2. International Patent Application No. 15/037312

3. U.S Patent application No. 14/696,643
4. U.S. Patent application No.61/939,791
Please see separate addendum with list of patents, patent applications and trademarks resulting from both the wound healing and Cellulation technology efforts

Manufacturing

The company operates a 23,132 square foot facility which complies with cGMP and Cal FDA standards with OTC option, as may be desired for the Acne. The location is leased through November 2017. The facility has been built-out with equipment and space necessary for production and warehousing of serum-infused masks and serum rollers as forecasted in the strategic plan. The site has two adjacent suites that the Company has first right of refusal to take on in the event that additional space is needed to support additional production, staff and/or warehousing in the event that the manufacturing capacity needs to grow beyond the strategic plan.

Management Team and Advisors
Management Team:
Dennis Condon – President & CEO
David Richard – Chief Operating Officer
Kimberlee Duval – CFO & VP Fin/Admin & Sales Operations
Susan Fisher – Director, Global Sales & Training

Board of Directors:
Charlie Liamos – Chairman (MedVenture Partners)
Chip Hazard – (FlyBridge Capital Partners)
Steve Shapiro – (Advanced Technology Ventures)
Kevin Barrett – Independent
Dennis Condon – President & CEO

Medical Advisory Board:

Dr. Philip Werschler – Spokane Dermatology Clinic and Werschler Aesthetics

Dr. Michael Gold – Gold Skin Care Center, Advanced Aesthetics Medical Spa, The Laser & Rejuvenation Center, and Tennessee Clinical Research center
Dr. Vic Narukar – Private practice and assistant clinical professor of dermatology at the University of California, Davis

The assets of Polyremedy, Inc., dba, Nuvesse Skin Therapies will be sold in whole or in part (collectively, the “Polyremedy, Inc., dba, Nuvesse Skin Therapies Assets”). The sale of these assets is being conducted with the cooperation of Polyremedy, Inc., dba, Nuvesse Skin Therapies. Polyremedy, Inc., dba, Nuvesse Skin Therapies and its employees will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. Notwithstanding the foregoing, Polyremedy, Inc., dba, Nuvesse Skin Therapies should not be contacted directly without the prior consent of Gerbsman Partners.
The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the Uptake Medical Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and 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 Nuvesse Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, July 29, 2016, 3:00pm Pacific Standard Time (the “Bid Deadline”) at Nuvesse Skin Therapies, 20980 Redwood Road #100, Castro Valley, CA 94546. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way. The attached Nuvesse Fixed Asset Schedule may not be complete and Bidders interested in the Manufacturing and/or Fill Finish Equipment must submit a separate bid for such assets. Be specific as to the assets desired.

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 where applicable. All bids must be accompanied by a refundable deposit check in the amount of $200,000 (payable to Nuvesse Skin Therapies). The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them. Nuvesse reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.

Nuvesse will require the successful bidder to close within 7 business days. Any or all of the assets of Nuvesse will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the Nuvesse Assets shall be the sole responsibility of the successful bidder and shall be paid to Nuvesse at the closing of each transaction.

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

Steven R. Gerbsman
steve@gerbsmanpartners.com

Kenneth Hardesty
ken@gerbsmanpartners.com

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The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Uptake Medical Corp.

Further to Gerbsman Partners Update on June 20, 2015, June 15, 2016 and sales letter of June 8, 2016 regarding the sale of certain assets of Uptake Medical Corp. (“Uptake Medical”), I am attaching the Asset Purchase Agreement (“APA”) that is required with any bid, refundable wire transfer information and a detail Asset List Schedule for interested parties bidding on the assets and IP of Uptake Medical. The Asset List Schedule should be used for your schedules of identifying specific assets you are bidding on.

Ken, Dennis and I will be following up to review the Bidding Process, schedule due diligence meetings and answer any questions regarding the “Date Certain M&A Process”.

Gerbsman Partners has been retained by Uptake Medical  to solicit interest for the acquisition of all or substantially all of Uptake Medical’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Uptake Medical Assets”).

Any and all the assets of Uptake Medical will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

Prior to the bid date of July 8, 2016, I would encourage all interested parties to have their counsel speak with Martin J. Waters, Esq. of Wilson Sonsini at 858 350 2308 – mwaters@wsgr.com regarding reviewing and negotiating the attached “APA”. He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the “APA”. Also, please review and insure that the refundable deposit is received prior to the bid date.

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 Uptake Medical’s Assets has been supplied by Uptake. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by 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.

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 the information, including that contained in this memorandum, whether that liability arises by reasons of Uptake’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Uptake Medical Assets 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 Uptake Medical and Gerbsman Partners. Without limiting the generality of the foregoing, Uptake and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Uptake Medical Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent. This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the Uptake Medical Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and 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 Uptake Medical Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, July 8, 2016, 3:00pm Pacific Standard Time (the “Bid Deadline”) at Gerbsman Partners, 211 Laurel Grove Ave., Kentfield, CA 94904. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way. The attached Uptake fixed asset list may not be complete and Bidders interested in the Uptake Medical Equipment must submit a separate bid for such assets. Be specific as to the assets desired.

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 where applicable. All bids must be accompanied by a refundable deposit check in the amount of $200,000 (payable to Uptake Medical, 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. Uptake Medical reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.

Uptake will require the successful bidder to close within 7 business days. Any or all of the assets of Uptake will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the Uptake Medical Assets shall be the sole responsibility of the successful bidder and shall be paid to Uptake at the closing of each transaction.

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

Steven R. Gerbsman
steve@gerbsmanpartners.com

Kenneth Hardesty
ken@gerbsmanpartners.com

Read Full Post »

Thank you IBM for your training and commitment to success and excellence – by Steven R. Gerbsman an exIBMer for life

Forty Nine years ago this month, I earned the right to be selected to hired by the IBM Corp. As I look back on my business career and during my lectures at the various Business Schools, I always end with, “thank God I am an IBM trained salesman”. IBM gave me the confidence to be the best I could be, an understanding of the values of ethics and integrity and an appreciation and understanding that attitude, desire, ability, consistency and pride are the foundations of success.

By background, I graduated from Hunter College in New York City with a BS in Accounting. I was at best an average student, but had an inner desire to find success. Since I was not sure of my goals upon graduating and as an accounting major, I was hired by a local accounting firm. After just four days of visiting clients, carrying the briefcase of a Partner and doing tax returns, I realized that this was not for me. I resigned, went to Baruch Graduate School at night and interviewed numerous companies in various business fields.

I was introduced to IBM by the Career Counseling and Placement Bureau at Baruch and had an interview scheduled with an IBM manager. During the late 1960’s, the profile of an IBM hire was either from an Ivy League school or Officers in the Military. As a 22 year old, I was neither. During my first interview I scored high on the placement test and proceeded to impress, as I was told by the interviewing manager. Seven interviews later, with 2-3 interviews being the norm, I was hired as an IBM trainee. I was consistently told that I was “raw” in background and experience, however I had demonstrated persistence and aggressiveness in seeking the job and all my interviewers saw something in me.

I was hired the last Friday in May, 1969 and the following Monday, I received orders for active duty in the US Army National Guard for mid July, where I eventually was honorably discharged as a 1st Lt. One week after being hired I was sent to the first of four 4-6 week training courses. During this time IBM instilled in me and the other trainee’s the beginnings of our foundations for success. We were between the ages of 22-27 with 1/4 of the class being woman. We were raw in sales and business skills, but after numerous individual and group presentations and training sessions, the group began maturing into the IBM culture of professionalism, customer commitment and service and being results oriented. We also learned, as we did all through our year long training, about “asking for the order” and “closing the deal”. It was instilled in the group a phrase that I use to this day –“you must earn the right to ask for the order”.

During my training, I was fortunate to have my first business mentor, Sam Albert, who was my marketing manager. Sam was a high ranking college tennis player and a successful IBM salesman, but most important he was a manager of people. Sam guided, directed, led, managed, trained and cajoled his team to success. He reinforced the principles of “ethics and integrity” and the foundations of a successful IBM marketing representative. Under his initial guidance and prior to my leaving IBM in 1971, I sold 32 new accounts in 29 months and was recognized numerous times as an IBM sales leader and as a district trainer for new hires.

I mention all this, as almost 50 years later, I encourage under graduate and MBA graduate students to focus on having the pedigree of working for a world class company that has the training and discipline available for future success. With the emphasis on “entrepreneurship” at most or all MBA programs, I encourage the students to “work for a pedigree company” and learn what it means to be successful. I suggest that during their initial working career they learn how to make a sales call, close and order, collect receivables, purchase product, service a client, understand gross margin and profit and loss statements etc.

I am proud that my pedigree is the IBM Corporation and that my skill base and values were nurtured and taught by them.

Thank you IBM – with respect and appreciation from an exIBMer.

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The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Uptake Medical Corp.

Further to Gerbsman Partners sales letter of June 8, 2016 regarding the sale of certain assets of Uptake Medical Corp. (“Uptake Medical”), I am attaching Uptake Medical information and Exhibit A NDA, for interested parties bidding on the assets and IP of Uptake Medical.

Gerbsman Partners will be following up to review the Bidding Process, schedule due diligence meetings and answer any questions regarding the “Date Certain M&A Process”.

Gerbsman Partners (http://www.gerbsmanpartners.com) has been retained by Uptake Medical (http://uptakemedical.com) to solicit interest for the acquisition of all or substantially all of Uptake Medical’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Uptake Medical Assets”).

Any and all the assets of Uptake Medical will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

Prior to the bid date of July 8, 2016, and after you receive the draft Asset Purchase Agreement “APA” (will be sent out next week) I would encourage all interested parties to have their counsel speak with Martin J. Waters, Esq. of Wilson Sonsini at 858 350 2308 – mwaters@wsgr.com. He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the “APA”.

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 Uptake Medical’s Assets has been supplied by Uptake. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by 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.

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 the information, including that contained in this memorandum, whether that liability arises by reasons of Uptake’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Uptake Medical Assets 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 Uptake Medical and Gerbsman Partners. Without limiting the generality of the foregoing, Uptake and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Uptake Medical Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent. This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the Uptake Medical Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and 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 Uptake Medical Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, July 8, 2016, 3:00pm Pacific Standard Time (the “Bid Deadline”) at Gerbsman Partners.  Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way. The attached Uptake fixed asset list may not be complete and Bidders interested in the Uptake Medical Equipment must submit a separate bid for such assets. Be specific as to the assets desired.

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 where applicable. All bids must be accompanied by a refundable deposit check in the amount of $200,000 (payable to Uptake Medical, 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. Uptake Medical reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.

Uptake will require the successful bidder to close within 7 business days. Any or all of the assets of Uptake will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the Uptake Medical Assets shall be the sole responsibility of the successful bidder and shall be paid to Uptake at the closing of each transaction.

Read Full Post »

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San Francisco, June 2016
Gerbsman Partners announces Strategic Alliance with David G. Rosenbaum – Rosenbaum IP

Intellectual Property Attorneys

Optimizing IP Portfolios for Value: Strategic Asset Positioning for Enhancing Exitability or Turnaround

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Steven R. Gerbsman, Principal of Gerbsman Partners is pleased to announce a strategic alliance with David G. Rosenbaum, Rosenbaum IP.

Gerbsman Partners and Rosenbaum IP, P.C. have formed an alliance to leverage their respective experience and skills to optimize IP portfolio value for early stage, emerging and middle market technology companies. With compatible domain expertise across a broad technology spectrum, the alliance brings key insights to deliberate and strategic IP portfolio building, IP family packaging and identifying and targeting market value propositions to realize asset value.

Rosenbaum IP, P.C. brings 31 years of constructing and positioning IP portfolios with the primary objective being value recognition through financing rounds, licensing, litigation and/or M&A activity. Having provided a complete range of consulting, management, investment banking and restructuring advisory services for 36 years, Gerbsman Partners consistently assists clients in developing and executing their financial and capital formation strategies, providing access to capital markets and leveraging IP asset values to execute these strategies.

Rosenbaum IP partners with high technology companies to assist in developing intellectual property assets, formulating and executing strategic plans for achieving maximal value. The firm represents a diverse range of clients including

Start-ups;
Emerging and Mid-Stage Companies;
Market-Based Companies;
Publically-Traded Companies; and
University and Research Institutions.
Rosenbaum IP’s clients represent a diverse range of businesses, including:

Pharmaceuticals; Electrical equipment;
Nutraceuticals; Computer hardware
Medical devices; Software;
Biotechnology; Geolocation systems;
Gene therapy; Targeted marketing advertising;
Genomics; Digital and analog electrical systems;
Nanotechnology; Food production and service;
Organic and inorganic chemistry; Private equity;
Biochemistry; Water purification systems;
Materials science; Exercise equipment;
Agricultural chemicals; Sporting goods;
Diagnostics and therapeutics; Nutritional supplements;
Medical testing equipment; Evaporative cooling systems;
Surgical instrumentation; Skin care products;
Plant breeding; Clothing;
Environmental systems; Motor vehicle assemblies and systems; and
Semiconductor processing; General mechanical and electrical technologies.
Industrial and medical lasers
Construction materials and equipment;
Gerbsman Partners focuses on maximizing both enterprise value and IP asset value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies. Since 2001, Gerbsman Partners has been involved in maximizing value for 91 Intellectual Property companies in the fields of:

Medical devices Wireless & Telecommunications
Life sciences Internet;
Solar Natural Resources
Fuel cells Logistics
Energy
Semiconductors Restaurants
Manufacturing Gaming
Financial Services Consumer products
Real Estate Medical Pharma; and
Real Estate; Digital marketing
Entertainment
The company has also successfully restructured or terminated over $810 million of real estate executory contracts and equipment lease/sub-debt obligations. Since its inception in 1980, Gerbsman Partners has been involved in over $2.3 billion of financings, restructurings and M&A Transactions.

Success breeds success. Gerbsman and Rosenbaum have collectively been involved in over $4.9 billion in IP based restructurings, M&A, financing transactions, licensing and litigation awards. Rosenbaum noted that “IP-intensive industries accounted for about $5.06 trillion in value added, or 34.8% of the 2010 U.S. GDP and in that same year merchandise exports of IP-intensive industries totaled $775 billion or 60.7% of total U.S. merchandise exports.” Recognizing this vast economic impact of IP, Gerbsman/Rosenbaum have teamed to create a new business model to maximize realization of the value embedded in IP assets. We achieve this by proving a seamless transition from IP asset development and acquisition to IP asset monetization.

In announcing this strategic alliance, Steven R. Gerbsman stated “the capabilities and access to David Rosenbaum provides Gerbsman Partners’ client base of venture capital, private equity and senior lending institutions an additional resource for access to maximizing and monitoring the value of IP. “David Rosenbaum is a person of high ethics and integrity and has demonstrated national and international credibility to develop and implement meaningful solutions in these challenging times.”

David Rosenbaum noted “Steven Gerbsman and Gerbsman Partners provides an additional link to various national and international capital providers and their client companies, so that they can have direct access to proven channels for evaluating and monetizing IP for their portfolio companies.”

David and I are available to strategize with capital sources and their portfolio companies, so as to provide additional access for maximizing and monetizing IP value.

Best regards

Steve

 

Mr. Rosenbaum’s patent practice specializes in biomedical, biotechnological, pharmaceutical, chemical, biochemical, semiconductor materials and processes, and computer software. As patent counsel to several major public universities, public and private corporations, and independent inventors, Mr. Rosenbaum has prepared and prosecuted patent applications in the fields of surgical implants, including cardiovascular stents and vascular grafts, natural and synthetic pharmaceuticals, electrophoresis devices and methods, diagnostic systems and methods, DNA transformation and transfection, oligonucleotide ligands, vaccines, monoclonal antibodies, drug delivery systems, immunology, ultrasonic, laser and cryogenic ablation catheters, nanolithography, atomic force microscopy, photolithography, vacuum deposition processes, including chemical and plasma vapor deposition, sputtering and ion bombardment processes, chemical sensor technology, resist technology, carbon nitride continuous solids and the use of finite elements analysis modeling for corneal remodeling. In representing both corporate and individual clients, Mr. Rosenbaum’s practice has included such diverse biomedical technologies as novel biomaterials, biomaterial surfacing technology, DNA and RNA hybridization, genetic testing, implantable vascular and endovascular devices, computer controlled laser catheters, synthetic peptides, chemical tracers for above-ground and underground leak detection, contact lenses, dermatological preparations, hydraulic shock absorbing pistons, misting devices for evaporative cooling, and water filtration systems.

Firm clients routinely call upon Mr. Rosenbaum to devise intellectual property portfolio strategies, licensing and merger and acquisition preparation, negotiation, due diligence and closing and counsel regarding patent landscapes, technology white-space identification, freedom-to-operate and non-infringement. Mr. Rosenbaum has assisted clients in a wide variety of contract negotiations, including technology transfer, cooperative research and development agreements, grant contracts, co-development agreements, sponsored research agreements, clinical trial agreements, cross-license agreements, merger and acquisition agreements and the like.

In addition to his transactional intellectual property practice, David has represented clients in patent, trademark and trade secret litigation. Most recently, Mr. Rosenbaum was plaintiff’s lead counsel in Augme Technologies, Inc. v. AOL, et al. and Augme Technologies, Inc. v. YAHOO!, both patent infringement lawsuits involved patents covering methods and systems for targeted marketing advertising over the Internet, is defense co-counsel in LAM Research, Inc. v. Xycarb Ceramics and Schunk Semiconductor, a patent infringement lawsuit pertaining to patents on semiconductor processing equipment, represented plaintiff in a patent infringement suit to enforce patents for insulating construction tarps in Midwest Canvas v. NTI, was counter-claim plaintiff’s co-counsel in Ingenix v. Symmetry Health Data Systems, Inc., a patent infringement counter-claim pertaining to methods of correlating medical claim information into Episode Treatment Groups. Mr. Rosenbaum also represents clients, with European Patent counsel, in several post-grant opposition proceedings before the European Patent Office Opposition Division and European Patent Office Opposition Appeal Board.

Mr. Rosenbaum holds a bachelor’s degree in General Science-Chemistry from Grinnell College and studied in the Ph.D. program in Pharmacology and Toxicology at the State University of New York at Buffalo. Since graduating law school in 1984 from the Illinois Institute of Technology with honors (Chicago-Kent College of Law), Mr. Rosenbaum has been the managing shareholder of Rosenbaum & Associates, P.C., a managing patent partner at the national law firm of Sonnenschein, Nath & Rosenthal, and the managing intellectual property partner at two general practice firms in Phoenix, Arizona. David has served as patent counsel to major universities, local, regional and national corporations, private inventors and start-up and emerging companies. David has been an adjunct professor at The John Marshall Law School in the L.L.M. Program in Intellectual Property Law and at Grinnell College, Grinnell Iowa.

David provides pro bono legal services to several start-up companies and non-profit organizations engaged in providing mentoring for entrepreneurial start-ups.

Mr. Rosenbaum is admitted to practice in Arizona, Illinois, in several federal trial and appellate courts, as well as the United States Patent and Trademark Office. An active member of multiple bar and industry associations, Mr. Rosenbaum serves as a member of committees on M&A, biotechnology law and university patents, and has been a featured speaker at national legal and industry conferences. David is the author of the best-selling book Layman’s Law Guide to Patents, Trademarks and Copyrights and is a co-inventor of U.S. Patent Nos. 7,980,289 and 7,122,049 and U.S. Patent Application Publication Nos. 2009-0043191 and 2007-0061006.

Steven R. Gerbsman – Crisis/Turnaround CEO/Restructuring Professional, Private Investment Banker, Founder of Gerbsman Partners

Steven R. Gerbsman is a nationally recognized Crisis/Turnaround CEO/Restructuring Professional and Private Investment Banker who has been involved in maximizing enterprise value, stakeholder and shareholder value in a broad variety of industries. He has worked with a wide spectrum of senior and junior lenders, bondholder groups, venture capital and private equity sources, private investors and institutional groups. He has acted in the capacity of Crisis/Turnaround CEO, Chief Restructuring Officer, Crisis Consultant, Private Investment Banker, Examiner for the Office of the United States Trustee, a member of the Board of Directors of various companies and Advisor to stakeholder groups.

Mr. Gerbsman has over 45 years of senior management, marketing, sales and finance experience and has been involved in various business and investment ventures as an Officer, Director, Consultant and Investor, both in the US and internationally.

Since 1980, he has been in the business of maximizing enterprise value for highly leveraged, under-valued, under-performing and under-capitalized technology, life science, medical device, solar, digital marketing/social commerce and information/cyber security companies and their Intellectual Property, as well as assisting technology, digital marketing and medical device companies with strategic alliances, M&A, distribution of content and licensing. To date, Mr. Gerbsman has been involved in over $2.3 billion of restructuring, financing and M&A transactions. In 2000, he also began focusing on Israeli and European technology and life science companies, with the objective of providing access to the US capital markets and developing strategic alliances, M&A and licensing opportunities for them.

In 1999, Mr. Gerbsman expanded Gerbsman Partners’ “Board of Intellectual Capital” as a resource to rapidly identify business and marketing strategies, strategic alliance candidates and financing for its client companies and their Intellectual Property. This distinguished group includes nationally and internationally recognized financial, communications, media, advertising, public relations and technology senior operating executives.

Mr. Gerbsman has also assisted numerous Venture Capital/Private Equity Investors in terminating/restructuring their real estate and equipment lease executory contracts. To date, he has been involved in terminating/restructuring in excess of $ 810 million of real estate, sub-debt and equipment lease executory contracts and since 2001, has maximized enterprise value for 91 technology, life science, medical device, digital commerce, solar, information and cyber security and fuel cell companies and their Intellectual Property.

Prior to forming Gerbsman Partners in 1980, he was President of four operating divisions at ITEL Corporation with responsibility in the technology, leasing and business sectors. Mr. Gerbsman began his business career at the IBM Corporation in 1967.

Mr. Gerbsman received a BS degree in Accounting from Hunter College, New York and attended the Baruch Graduate School of Business, in New York City. Mr. Gerbsman has also been a guest lecturer at the McDonough School of Business MBA program at Georgetown University, at the Haas Graduate School of Business in Berkeley, California and a Mentor at Stanford University in the Stanford Engineering School via STVP (Stanford Technology Ventures Program) and SCPD (Stanford Center for Professional Development). He is a Director at the Kentfield Fire District, where he has previously served as Chairman.

GERBSMAN PARTNERS
Phone: +1.415.456.0628, Cell: +1 415 505 4991
Email: steve@gerbsmanpartners.com
Web: www.gerbsmanpartners.com
BLOG of Intellectual Capital: blog.gerbsmanpartners.com

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SALE OF UPTAKE MEDICAL, INC.

Gerbsman Partners has been retained by Uptake Medical, Inc. to solicit interest for the acquisition of all, or substantially all, Uptake Medical Corp’s (“Uptake”) assets.

Headquartered in Tustin, California,Uptake is a leader in developing bronchoscopic thermal ablation for the treatment of emphysema.

Please see attached the detail Uptake Sales Letter pdf, Exhibit A – Uptake NDA, Exhibit B – IP Summary and Uptake Medical Company Overview.

Uptake Medical Company Profile
Founded in 2005 in Seattle, Washington,Uptake is a private, revenue stage medical device company. Over the past 10 years, Uptake has raised approximately $75mm in equity and debt from blue-chip global private equity and venture capital investors including Affinity Capital, Arboretum Ventures, Crescent Group, GBS Venture Partners, Maverick, Onset Ventures and WRF Capital.

Uptake is a leader in developing innovative, therapeutic bronchoscopic devices to treat advanced heterogeneous emphysema and lung cancer.

Uptake’s InterVapor system is for patients whose lungs are hyperinflated due to emphysematous destruction. By targeting and ablating the most diseased lung segments, space is opened up for the healthier segments to expand and improve the overall lung function and quality of life.

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 Uptake Medical’s Assets has been supplied by Uptake. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by 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.

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 the information, including that contained in this memorandum, whether that liability arises by reasons of Uptake’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Uptake Medical Assets 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 Uptake Medical and Gerbsman Partners. Without limiting the generality of the foregoing, Uptake and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Uptake Medical Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent. This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.

Uptake believes its assets are attractive for a number of reasons:

1. Uptake’s Intellectual Property, comprising 8 issued US patents, 7 pending US patent applications, 19 issued international patents and 9 international pending patent applications, and exclusive license of 23 patents and 14 applications, covers all aspects of steam ablation for lung volume reduction of emphysema and steam ablation of lung cancer tumors. IP includes method of action, treatment planning, and devices. Some of Uptake’s claims for novel steam ablation devices may apply to other ablation approaches elsewhere in the body.

2. The company’s InterVapor system is CE marked.

3. Uptake has a modest base of international business with 15-30 sites in various states of clinical activity.

4. Uptake has completed the multi-center, multi-national randomized study (STEP-UP) for the targeted, vapor ablation of the most diseased lung segments in patients suffering from emphysema. In addition, Uptake has 10 years of meaningful clinical science and validation of vapor ablation in emphysema.

5. The STEP-UP study 6 month manuscript has been published by The Lancet and the 12 month supplement is being submitted to The Lancet and is awaiting review.

6. Uptake has developed and begun positive initial human studies ablating lung cancer tumors.

7. InterVapor is the only therapy:

· Resulting in clinically meaningful improvement, while allowing for repeated patient improvement over time. This claim is based on the STEP-UP RCT results published in the Lancet RM March 2016. Clinically meaningful improvement (> 12% FEV1) in pulmonary function and quality of life.

· Without significant risk of life threatening pneumothorax or hemoptysis. Competitive therapies on the market use implants which create pneumothorax (a hole in the lung that can result in death from suffocation) and hemoptysis (excessive bleeding in the lungs that can result in death).

· That can effectively treat the entire population of patients with severe upper lobe emphysema. One competitor (valve implants) is only effective and recommended in patients with complete fissures, and the other competitor (coil implants) failed to show clinically meaningful improvement in pulmonary function and did not meet its primary endpoint.

8. Leading pulmonologists actively support and used InterVapor.

9. OPS procedure reimbursement codes have been established in Germany and applied for in Switzerland.

Impact of Technology on the Market

The positive impact of bronchoscopic volume reduction has attracted the attention of leading physicians worldwide. Patients with emphysema represent a large and growing market with an unmet clinical need. Accessing Uptake’s intellectual property is critical for any successful endeavor into this very attractive market. Publication of Uptake’s patient data sets has providedphysicians with a one-of-a kind look into how reshaping therapy compares to other, more traditional, high-risk valve and coil implant procedures. Commercialization of its products could provide high returns in this large and fast-growing market.
Uptake Medical’s Assets

Uptake has developed a portfolio of assets critical to the bronchoscopic treatment of emphysema with thermal ablation. These assets fall into a variety of categories, including:

· Patents, Patent Applications and Trademarks
· Prospective, Randomized Patient Data Set for Treating Heterogeneous Emphysema
· Generator and Disposable Product Inventory
· Manufacturing, Design and Calibration Equipment
· CE Mark for InterVapor
· Modest International Revenue
· Intellectual Capital and Expertise

The assets of Uptake will be sold in whole or in part (collectively, the “Uptake Medical Assets”). The sale of these assets is being conducted with the cooperation of Uptake. Uptake and its employees will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. Notwithstanding the foregoing, Uptake should not be contacted directly without the prior consent of Gerbsman Partners.

Key Personnel

· King Nelson — President & CEO
· Robert Barry — Founder, Chief Tech Officer
· Krista Mann — Chief Financial Officer
· Carol Holt — VP, Clinical Marketing and Operations
· Erik Henne — VP, Lung Cancer

Uptake Medical, Inc. Board of Directors

· Carl Simpson, Chairman of the Board: – Los Altos Hills, CA

· Geoff Brooke, GBS Venture Partners – Melbourne, Australia

· David Singer, Maverick Capital – San Francisco, CA

· Rob Kuhling, Onset Ventures – Menlo Park, CA

· King Nelson, Uptake Medical – Tustin, CA
The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the Uptake Medical Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and 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 Uptake Medical Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, July 8, 2016, 3:00pm Pacific Standard Time (the “Bid Deadline”) at 1173 Warner Ave, Tustin, CA 92780 Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way. The attached Uptake fixed asset list may not be complete and Bidders interested in the Uptake Medical Equipment must submit a separate bid for such assets. Be specific as to the assets desired.

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 where applicable. All bids must be accompanied by a refundable deposit check in the amount of $200,000 (payable to Uptake Medical, 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. Uptake Medical reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.

Uptake will require the successful bidder to close within 7 business days. Any or all of the assets of Uptake will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the Uptake Medical Assets shall be the sole responsibility of the successful bidder and shall be paid to Uptake at the closing of each transaction.

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

Steven R. Gerbsman
(415) 456-0628
steve@gerbsmanpartners.com

Kenneth Hardesty
(408) 591-7528
ken@gerbsmanpartners.com

Dennis Sholl
(415) 377-1952
dennis@gerbsmanpartners.com

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The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Vigilistics, Inc.

Further to Gerbsman Partners Update on May 21, 2016, May 12, 2016 and sales letter of May 5, 2016, regarding the sale of certain assets of Vigilistics, Inc., (“Vigilistics”), I am attaching the Asset Purchase Agreement “APA” and Exhibit A NDA and outlining below the required wire transfer information for interested parties bidding on the assets and IP of Vigilistics.

Ken, Jim and I will be following up to review the Bidding Process, schedule due diligence meetings and answer any questions regarding the “Date Certain M&A Process”.

Gerbsman Partnershas been retained by Vigilistics,Inc.  to solicit interest for the acquisition of all or substantially all of Vigilistics’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Vigilistics Assets”).

Any and all the assets of Vigilistics will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

Prior to the bid date of June 8, 2016, and after you receive the draft “APA” I would encourage all interested parties to have their counsel speak with Greg Newman at Vigilistics. He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA. Greg is available at greg.newman@vigilistics.com and cell 949-233-7588.

The Wire Transfer information for the refundable deposit required with any bid is outlined below:

Bank: Wells Fargo
Account Name: Williams Law Firm (formerly Law Office of Kandy Williams) IOLTA Account
Firm Business Address: 7545 Irvine Center Drive, Suite 200, Irvine, CA 92618
Routing # 121000248
Account # 3495114252

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 Vigilistics’ Assets has been supplied by Vigilistics. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by 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.

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 the information, including that contained in this memorandum, whether that liability arises by reasons of Vigilistics’ or Gerbsman Partners’ negligence or otherwise.

Any sale of the Vigilistics’ Assets 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 or behalf of Vigilistics and Gerbsman Partners. Without limiting the generality of the foregoing, Vigilistics and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Vigilistics Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent. This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.

The Bidding Process for Interested Buyers

Interested and qualified parties will be required to sign a nondisclosure agreement (attached as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence documentation (“Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent: (i) that it is bound by the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the Vigilistics’ Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party; and, (v) 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 Vigilistics’ Assets. A sealed bid must be submitted so that it is actually received no later than June 8, 2016 at 3:00 p.m. Pacific Daylight Time (the “Bid Deadline”) at Vigilistics’ office: 65 Enterprise, Suite 300, Aliso Viejo CA 92656. Please also send your bid via email to steve@gerbsmanpartners.com.

Bids should identify those assets being tendered for in a specific and identifiable way. The attached fixed asset list may not be complete and Bidders interested in any fixed assets must submit a separate bid for such assets, be specific as to the assets and any sale of the fixed assets or Intellectual Property of Vigilistics.

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 check in the amount of $100,000, payable to Vigilistics, Inc., and sent to a designated trust account. The winning bidder will be notified within three business days of the Bid Deadline. Unsuccessful bidders will have their deposit returned to them within three business days of notification that they are an unsuccessful Bidder.

Vigilistics reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale. Interested parties should understand that it is expected that the highest and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

Vigilistics will require the successful Bidder to close within seven days of notification. Any or all of the assets of Vigilistics will be sold on an “as is, where is” basis, with no representation or warranties whatsoever. All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the Vigilistics Assets shall be the sole responsibility of the successful bidder and shall be paid to Vigilistics at the closing of each transaction.

For additional information, please do not contact the company directly, please contact:

Steven R. Gerbsman
415-456-0628
steve@gerbsmanpartners.com

Kenneth Hardesty
408 591-7528
ken@gerbsmanpartners.com

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