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Archive for July, 2016

Hi, Stillbrave.org is a foundation to assist families with expenses when their child receives a cancer diagnosis . The foundation helps with non-medical necessities such as food cards, gas cards, birthday presents and holiday presents for siblings and dozens of other expenses. A donation in any amount would be so appreciated. Thanks, Marlene and Steve
 
Hi, Stillbrave.org is a foundation to assist families with expenses when their child receives a cancer diagnosis . The foundation helps with non-medical necessities such as food cards, gas cards, birthday presents and holiday presents for siblings and dozens of other expenses. A donation in any amount would be so appreciated. Thanks, Marlene and Steve.
With all going on and being asked to donate to various charities, please take time to read.  Children are our “hope for the future” and these Children need our help.
http://www.stillbrave.org/the-200.html     – please click and see why you are helping –

Volunteer

There are many ways that you can help Stillbrave help families! We have countless volunteer opportunities available in many different areas.

Our Mission

Stillbrave’s mission is to provide non-medical, supportive care to children with cancer, and their families.

Donate

Even the smallest donation can make a difference in the lives of children with cancer.

Stillbrave7 Club

  • Every day, childhood cancer kills 7 children in the U.S. alone. That’s 7 children, who have to fight harder and be braver than any child ever should, who lose their battles every single day. They are and forever remain… STILLbrave.
  • Join The Stillbrave7 Club with a small donation of $7 a month (less than $.23 a day) and start making a difference TODAY!
  • Club members automatically entered into monthly drawing for Renegade Gear and awesome prizes on the 7th of each month!
“I wondered why somebody didn’t do something. Then I realized, I am somebody”

One Father’s Journey to Accept the Unacceptable

People often ask what Stillbrave is about, what our mission is and what drives our Executive Director, Tattoo Tom to always push for more awareness and continuously offering support to our Stillbrave families. Now we have a video that paints a picture of the driving force behind Stillbrave.

Please take a few minutes to watch Tattoo Tom Mitchell, who was fortunate enough to be asked to present at our local TEDx Event. Please share it with your friends and family, to spread the word and raise awareness for Childhood Cancer.

Please donate to Stillbrave so we can continue our mission, offering non-medical support to children with cancer and their families. Thank you.

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Good Afternoon – Per the direction of the Board of Directors of Nevesse, the Board has indicated it will consider a minimum bid of $ 1 million for the assets and IP of Nuvesse.   This means interested parties who bid a minimum of $ 1 million or  more will be considered in the “Bidding Process” after Bids are submitted and the Board of Directors will respond to the winning bidder, per the “Bidding Process” below.

 

The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of POLYREMEDY, Inc., dba Nuvesse Skin Therapies

Further to Gerbsman Partners sales letter of June 27, 2016 and updates on July 5, 2016 and July 11, 2016 regarding the sale of certain assets of by Polyremedy, Inc., dba Nuvesse Skin Therapies (www.nuvesse.com) and ( http://www.nuvessemd.com ), I am attaching the “Asset and Inventory List” that potential interested parties should review when considering the Assets and Intellectual Property of Nuvesse, the “Table of Contents” for information in the Nuvesse due diligence room, the Asset Purchase Agreement(“APA”) and wire transfer instructions for the refundable deposit due with the APA.

The Gerbsman Partners team 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 POLYREMEDY, INC., dba Nuvesse Skin Therapies to solicit interest for the acquisition of all or substantially all of Nuvesse Skin Therapies assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Nuvesse Skin Therapies Assets”).

Any and all the assets of Nuvesse Skin Therapies 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 29, 2016, I would encourage all interested parties to have their counsel speak with Lara Foster, Esq. of Fenwick & West, 650 335 7839 – lfoster@renwick.com regarding reviewing and negotiating the attached “APA”. She 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 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.

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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Life Lessons for Turbulent Times

I was with a couple of friends last week and they referenced this previous post.   After reviewing and based on today’s turbulent times, these points pass the “test of time”.
1. Have Ethics & Integrity

2. Be Responsible & Accountable for your actions

3. the More Things Change – the More they Remain the Same

4. In order to Lead, you must Do – make a sales call, do a business plan, pencil out go forward financials, communicate with a creditor, make something, negotiate a deal, etc.

5. Your WORD is your BOND – Your BOND is your WORD

6. ATTITUDE – always be positive and constructive

7. Have the DESIRE to do the best you can

8. Be CONSISTENT in good times and challenging times

9. Continue to LEARN & LISTEN & LISTEN – and its ok to say “I don’t know” and “I need help”

10. Take RISKS – don’t be afraid to make mistakes, that is how you learn and grow

11. Live Life for the Integrity of your Name, the Love of your Family and Hope for the Future

12. Always focus on #1 above, nothing else matters.

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The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of POLYREMEDY, Inc., dba Nuvesse Skin Therapies

Further to Gerbsman Partners sales letter of June 27, 2016 and update on July 5, 2016 regarding the sale of certain assets of by Polyremedy, Inc., dba Nuvesse Skin Therapies (www.nuvesse.com) and ( http://www.nuvessemd.com ), I am attaching the “Asset and Inventory List” that potential interested parties should review when considering the Assets and Intellectual Property of Nuvesse. I am also attaching the “Table of Contents” for information in the Nuvesse due diligence room.

The Gerbsman Partners team 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 POLYREMEDY, INC., dba Nuvesse Skin Therapies to solicit interest for the acquisition of all or substantially all of Nuvesse Skin Therapies assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Nuvesse Skin Therapies Assets”).

Any and all the assets of Nuvesse Skin Therapies 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 29, 2016, I will be sending out a draft Asset Purchase Agreement, “APA”, wire transfer instructions for the refundable deposit and a detail asset listing for 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 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.
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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San Francisco, July, 2016
Successful “Date Certain M&A” of Vigilistics, Inc. its Assets and Intellectual Property – Gerbsman Partners, Financial Advisor
Steven R. Gerbsman, Principal of Gerbsman Partners and Kenneth Hardesty, Member of Gerbsman Partners Board of Intellectual Capital announced today their success in maximizing stakeholder value for Vigilistics, Inc.   Vigilistics is a leading manufacturing analytics software company that provides compliance and data analytics solutions to the beverage and food processing industry.

Gerbsman Partners provided Financial Advisory leadership to Vigilistics, Inc., through the Date Certain M&A Process, facilitated the sale of the business unit’s assets and its associated Intellectual Property and closing of the sale.   Due to market conditions, the board of directors of Vigilistics, Inc. made the strategic decision to maximize the value of the business unit and Intellectual Property. Gerbsman Partners provided leadership to the company with:

a.  Business Consulting and Investment Banking domain expertise in developing the strategic action plans for maximizing value of the business unit, Intellectual Property and assets;
b.  Proven domain expertise in maximizing the value of the business unit and Intellectual Property through a Gerbsman Partners targeted and proprietary “Date Certain M&A Process”;
c.  The ability to “Manage the Process” among potential Acquirers, Lawyers, Creditors Management and Advisors;
d.  Communications with the Board of Directors, senior management, senior lenders, creditors, vendors and all stakeholders in interest.
About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies and their Intellectual Property. Since 2001, Gerbsman Partners has been involved in maximizing value for 93 Technology, Medical Device, Life Science, Solar, Fuel Cell 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, Orange County, Boston, New York, Washington, DC, McLean, VA, Europe and Israel.

 

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The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of POLYREMEDY, Inc., dba Nuvesse Skin Therapies

Further to Gerbsman Partners sales letter of June 27, 2016 regarding the sale of certain assets of by Polyremedy, Inc., dba Nuvesse Skin Therapies (www.nuvesse.com) and ( http://www.nuvessemd.com ), I am attaching Exhibit A, Nuvesse NDA and the Nuvesse Skin Therapies “Cellulation Product Technology Deck”.

The Gerbsman Partners team 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 POLYREMEDY, INC., dba Nuvesse Skin Therapies to solicit interest for the acquisition of all or substantially all of Nuvesse Skin Therapies assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Nuvesse Skin Therapies Assets”).

Any and all the assets of Nuvesse Skin Therapies 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 29, 2016, I will be sending out a draft Asset Purchase Agreement, “APA”, wire transfer instructions for the refundable deposit and a detail asset listing for 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 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.
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

Read Full Post »

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John Wayne 1970

Legendary actor John Wayne in a clip from 1970 on the TV variety show he hosted celebrating America’s history. Many famous actors and actresses are featured in this video singing God Bless America including Ann Margaret, Lucille Ball, Jack Benny, George Burns, Johnny Cash, Roy Clark, Bing Crosby, Phyllis Diller, Lorne Greene, Bob Hope, Forrest Lewis, Dean Martin, William Shatner, Tom Smothers, and many more. What a classic video.

http://biggeekdad.com/2014/09/john-wayne-1970/#.VCHJXVfNNJ8.email

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