SALE OF Digital Health Corp

Gerbsman Partners (http://gerbsmanpartners.com ) has been retained by Digital Health Corp, a Delaware Corporation (“DHC”, or “Company”) to solicit interest for the acquisition of the Company’s stock.  The assets of DHC are outlined below.  Please also see attached Mutual NDA and IP and Trademark list.

• $5.7M note, maturing in July 2023,  receivable from Constant Therapy Health (https://constanttherapyhealth.com) secured by all Constant Therapy Health assets and IP.  These include 2 Patents and 2 follow on filings of original patents, and 2 Trademarks. 
• Quarterly, sales-based royalty stream from Constant Therapy Health (historically approximately $15k per quarter), payable through July 2025
• Federal net operating losses of approx. $61M (subject to IRC 382) of DHC
• Over 20 internet domain names, including digitalhealthcorp.com
• Corporate shell with no physical location, tangible assets, employees, material cash or debt

Please see attached Exhibit A, Mutual NDA, Patents and Trademark that is secured by $5.7 million note and Due Diligence room “Table of Contents”.

 IMPORTANT LEGAL NOTICE:  

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

The information contained in this memorandum relating to the DHC Assets has been supplied by DHC and 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, DHC (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing (the “information”), as a statement, opinion, or representation of fact.  Please further note that all information provided herein relating to the operations of DHC’s  business and its market positions relates to periods on or prior to June 2020.  Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.  

Gerbsman Partners, DHC 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 Gerbsman Partners’ negligence or otherwise.  

Any sale of DCH stock 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, DHC or Gerbsman Partners.  Without limiting the generality of the foregoing, Gerbsman Partners, DHC and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the DHC 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 in Exhibit A.

Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Attachment 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 DHC asset information 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 DHC, 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 DHC 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 DHC stock.  Sealed bids must be submitted so that they are actually received by Gerbsman Partners no later than Friday, November 18, 2022 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Gerbsman Partners office, located at 211 Laurel Grove Avenue, Kentfield, CA 94904. Please also email steve@gerbsmanpartners.com with any bid.  

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 (the refundable deposit will be held in DHC’s legal counsel trust account).  The winning bidder will be notified within 3 business days of the Bid Deadline.  Unsuccessful bidders will have their deposits returned to them within 3 business days of notification that they are an unsuccessful bidder.

DHC reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all of the 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.

DHC will require the successful bidder to close within a 7-day period.  The stock of DHC 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 DHC stock shall be the sole responsibility of the successful bidder.

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

Steven R. Gerbsman                                                                   

Gerbsman Partners

steve@gerbsmanpartners.com                                             

Kenneth Hardesty

Gerbsman Partners

ken@gerbsmanpartners.com

Read Full Post »

SALE OF Digital Health Corp

Gerbsman Partners (http://gerbsmanpartners.com ) has been retained by Digital Health Corp, a Delaware Corporation (“DHC”, or “Company”) to solicit interest for the acquisition of the Company’s stock.  The assets of DHC are outlined below.  Please also see attached Mutual NDA and IP and Trademark list.

• $5.7M note, maturing in July 2023,  receivable from Constant Therapy Health (https://constanttherapyhealth.com) secured by all Constant Therapy Health assets and IP.  These include 2 Patents and 2 follow on filings of original patents, and 2 Trademarks. 
• Quarterly, sales-based royalty stream from Constant Therapy Health (historically approximately $15k per quarter), payable through July 2025
• Federal net operating losses of approx. $61M (subject to IRC 382) of DHC
• Over 20 internet domain names, including digitalhealthcorp.com
• Corporate shell with no physical location, tangible assets, employees, material cash or debt

                          IMPORTANT LEGAL NOTICE:  

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

The information contained in this memorandum relating to the DHC Assets has been supplied by DHC and 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, DHC (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing (the “information”), as a statement, opinion, or representation of fact.  Please further note that all information provided herein relating to the operations of DHC’s  business and its market positions relates to periods on or prior to June 2020.  Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.  

Gerbsman Partners, DHC 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 Gerbsman Partners’ negligence or otherwise.  

Any sale of DCH stock 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, DHC or Gerbsman Partners.  Without limiting the generality of the foregoing, Gerbsman Partners, DHC and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the DHC 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 in Exhibit A.

                                                            BACKGROUND

From its founding in 2017, DHC has been solely funded by the Gary and Mary West Health Investment Fund (“WHIF”), part of a consortium of not-for-profit entities focused on lowering the cost of health care in the US.  

To date, DHC has taken in $58 million in capital from WHIF and has deployed that capital to make mission-aligned investments in the digital therapeutics space.  At its formation, DHC acquired WHIF’s existing majority interest in Reflexion Health, a company developing a medical device used for remote physical therapy.  Later, in May of 2017, DHC acquired Constant Therapy, a company providing app-based speech, language and cognitive therapy to patients recovering from stroke or traumatic brain injury, for $6.25 million.  Constant Therapy was renamed The Learning Corp (“TLC.”)  

Both companies were in the early commercialization phase and beginning to gain market traction; however, they were also experiencing significant recurring losses.  In October of 2019, the board of DHC determined it was in the company’s best interest to pursue sales of both Reflexion Health and TLC.  This resulted in the sale of substantially all of Reflexion Health’s assets to a large, global manufacturer of hip and knee implants, for cash and a 6-year, sales-based earn out, in July of 2020.  Reflexion Health was renamed VirtualPT Holdings, Inc., and has since discontinued all operations.  

In July of 2020, DHC sold TLC’s stock to its original founding member, for a $5.7M secured note and a 5-year royalty stream, and TLC was re-named Constant Therapy Health (www.constanttherapyhealth.com.)  Constant Therapy Health is an operating company based in Newton, MA, that has enabled over 500 million users with its award-winning application, Constant Therapy®.  Constant Therapy Health has obtained FDA Breakthrough Device Designation on its Speech Therapy App and has several published studies and randomized clinical trials, most recently a study demonstrating improved outcomes for post-stroke patients using its product.  It has also been included in iTech Post’s list of “7 Best Mobile Apps for People With Dementia and Alzheimer’s Disease”.  It’s patented NeuroPerformance Engine™ uses artificial intelligence to customize the application to each user’s needs.

Since the sales of both Reflexion Health and TLC in mid-2020, DHC has been in a non-operating status, and has ceased making additional investments.  This is primarily due to a change in investment strategy at WHIF as well as the global Covid-19 pandemic.  Currently, WHIF is seeking a buyer of DHC’s stock.  This is a unique investment opportunity for the right buyer.

DHC’s assets are highlighted below:

• $5.7M note, maturing in July 2023,  receivable from Constant Therapy Health  (http://constanttherapyhealth.com) secured by all Constant Therapy Health assets and IP.  These include 2 Patents and 2 follow on filings of original patents, and 2 Trademarks. 
• Quarterly, sales-based royalty stream from Constant Therapy Health (historically approximately $15k per quarter), payable through July 2025
• Federal net operating losses of approx. $61M (subject to IRC 382) of DHC
• Over 20 internet domain names, including digitalhealthcorp.com
• Corporate shell with no physical location, tangible assets, employees, material cash or debt

About Constant Therapy Health (CT)

DHC currently holds a $5.7 M note receivable from Constant Therapy Health, accruing interest annually at 6%, and due in July 2023.  As of September 30, 2022, $5.7M is outstanding on the note.  DHC has a first priority security interest in all property of CT, including but not limited to all cash, inventory, equipment, and intellectual property, including the following patents and trademarks:

• Anantha, V; Advani, M; Dadgar-Kiani, E.  Systems and Techniques for Personalized Learning and/or Assessment.  US 10283006, 2019
• Anantha, V; Advani, M; Dadgar-Kiani, E.  Systems and Techniques for Personalized Learning and/or Assessment.  US 10909870, 2021
• Constant Therapy trademark, registered 9/8/2020

Constant Therapy Health (www.constanttherapyhealth.com) was launched in 2013 as Constant Therapy.  It’s principal product, Constant Therapy®, provides evidence-based cognitive, language and speech therapy via a tablet/smartphone app in a subscription model, for about $30/month.  Patients can work independently or with a clinician.  Clinicians can assign therapy to their patients, view their performance and progress data, and update the EMR.  Constant Therapy users have performed over 200 million exercises and receive five times as much therapy as patients getting only traditional analog methods of care.  CT has amassed a wide body of research and clinical evidence to support outcomes v. standard of care.  The application has also received Breakthrough Device Recognition from the FDA.   

CT’s patented NeuroPerformance Engine™ is the technology backbone.  The NeuroPerformance Engine uses application-generated data and artificial intelligence to assess each user’s specific needs, customize a treatment plan, and adjust as patients progress through the program.  Patients receive the right care on demand, in the comfort and convenience of home.

Management of DHC

DHC has had limited operations over the last two years and has been managed by its former CFO and Treasurer, Gina Oster, CPA on a consulting basis.  Gina was also the CFO of Reflexion Health (2015-2020) and the Treasurer of TLC (2017-2020).  Gina has over 20 years’ experience in financial leadership and played critical roles in the strategic direction of the companies as well as the transactions described above. 

DHC’s board of directors consists of Timothy A Lash, MBA and Jon Zifferblatt MD, MPH, MBA.  

Mr. Lash is the President of West Health, the President and CEO of Gary and Mary West PACE, and the Chairman of the West Health Policy Center.  He was previously on the Boards of Reflexion Health and The Learning Corp.

Mr. Zifferblatt is the Chief Strategy Officer and Executive Vice President of West Health.

Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Attachment 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 DHC asset information 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 DHC, 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 DHC 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 DHC stock.  Sealed bids must be submitted so that they are actually received by Gerbsman Partners no later than Friday, November 18, 2022 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Gerbsman Partners office, located at 211 Laurel Grove Avenue, Kentfield, CA 94904. Please also email steve@gerbsmanpartners.com with any bid.  

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 (the refundable deposit will be held in DHC’s legal counsel trust account).  The winning bidder will be notified within 3 business days of the Bid Deadline.  Unsuccessful bidders will have their deposits returned to them within 3 business days of notification that they are an unsuccessful bidder.

DHC reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all of the 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.

DHC will require the successful bidder to close within a 7 day period.  The stock of DHC 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 DHC stock shall be the sole responsibility of the successful bidder.

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

Steven R. Gerbsman                                                                   

Gerbsman Partners

steve@gerbsmanpartners.com                                             

Kenneth Hardesty

Gerbsman Partners

ken@gerbsmanpartners.com

James Skelton

Gerbsman Partners

jim@jaskelton.com

Read Full Post »

October, 2022

Good Afternoon;

I would like you to consider to become a donor to the documentary film MOVIE ABOUT ME. Your donation can make a monumental impact on the lives of millions of people around the globe. This is an exciting opportunity to be a part of a landmark movie from the outset. The professional filmmaking team has worked together on other successful projects and we invite you to be a part of this movie. 

I am an Executive Producer on the Documentary and I look forward to joining forces in order to meet one of modern history’s most urgent calls for action.

We are fundraising $150,000 in this round to go towards shooting the opening scene in Incline Village, Nevada, developing the doc script, hiring an award-winning producer and amplifying promotion. The total budget of the picture from development through post-production is estimated at $1.2 Million. With the success of this phase, the content we create can be used to either raise the remainder of funds from donations or co-production investment. 

As far as distribution, the road is wide open for this movie – this includes box office, television, streaming, other platforms both free and paid subscription. If we attain all of the funding through donations, large and small, then we will be able to chose how the movie is distributed and can even make it free to the public. If we accept an investment through an established co-production partner, then we will likely sell to a distributor. Either road allows us to enter the film festival / awards circuit. 

Chesley Heymsfield, the Producer, Director and Lead Person has decades of experience in the entertainment industry as a producer for development, live action, post/VFX, distribution and talent management. In 2011, she founded the Louisiana International Film Festival (LIFF) and embarked upon building up the film industry within the state in partnership with the Governor’s Office, industry, NGO’s and other organizations. This provides a framework for which we may not only produce an acclaimed film that beautifully depicts the hardships of people, but that also elevates the illness to the status of national dialogue. 

In addition to producing the movie, Chesley has already raised $25,000 towards the creation of a Public Service Announcement (PSA) that will run as a parallel impact campaign to the movie. Both projects mutually benefiting the other. Documentary films often inspire impact campaigns, but they are typically produced further down the line as an afterthought. Because this topic is so important and timely, the PSA allows us to get a head start on the conversation and build early momentum.  Chesley has put together a team and she/team are ready, willing and able to execute. There is a deadline within a month for us to raise this phase if we want to shoot before the mountain passes close during winter into Incline Village. This also nicely coincides with end of year donations. This movie is a great place to donate considering the magnitude of impact. 

To get a sense of the overall topic and story… 

At the start of the COVID-19 pandemic, Chesley friends who study post-viral illness started discussing the likelihood that the novel virus would join the long list of other viruses (HHV6, HSV, EBV, MERS, SARS) and traumas (war, famine, accidents) that can trigger the chronic illness Myalgic Encephalomyelitis or M.E. The co-director of the center, Ron Davis, PhD has a son who, with a severe form of Myalgic Encephalomyelitis (M.E.), is bed-bound, unable to speak, walk or talk and is fed through a feeding tube with water being delivered directly to his heart. This illness is so underfunded that Dr. Davis, along with other parents of children who have this disease, pulled together the best scientists from around the world, including Nobel Laureates, to investigate the under researched and mysterious condition. 

Now, scientists estimate that after having a COVID-19 infection, 43 million people in the United States are likely afflicted with the same long-term symptoms as M.E.; and an 8 million people permanently disabled. This is anticipated to cost the US economy up to $1 Trillion increased medical expenses and lost wages. 

Often misinterpreted by physicians and misreported by the media as a new mysterious disease following pandemics or epidemics (MERS, SARS, COVID-19), M.E. has actually existed and been chronicled for centuries. However, little funding has flowed mostly due to a mischaracterization of the patients as ‘hysterical’, ‘obsessive’ or ‘women’.

Aptly referred to as, “The Disease of a Thousand Names”, the illness has failed to galvanize public support or even attain basic public awareness. Corporations have not come to the co-marketing rescue. Government funded research is 250% below what is commiserate with disease burden – even during a pandemic that is dramatically increasing prevalence of those who will die form the disease, become disabled or commit suicide. The majority of researchers who received funding from the NIH to study long-term effects from COVID-19 have no knowledge of M.E. Activists organized to inform these researchers and petition government officials for collaborative research. Insurance coverage, disability and social support are all lacking. 

There is no FDA approved diagnostic test, treatment or cure.

The Center for Disease Control (CDC) first recognized the disease in 1984 when there was a flu-like outbreak in Incline Village, Nevada. A woman returned from a trip to China and shortly thereafter in the small mountain town, 200 predominantly women and girls became sick and failed to fully recover. In the report from the CDC they claimed it was, “Hysterical menopausal women” and named it the Chronic Fatigue Syndrome (CFS). Once the media got wind of the report, they dubbed it the pejorative ‘Yuppie Flu’. Though the CDC later attempted a self-correction, the door to significant research funding has remained shut. 

Illness names are often termed after the geographic location of an outbreak, like Chronic Lyme Disease, or the instigating factor, like Chronic Epstein-Barr. Here are a few other names:  

⦁    Akureyri Disease

⦁    Combat Fatigue (WWII) 
⦁    Benign Myalgic Encephalomyelitis
⦁    Chronic Fatigue Syndrome 
⦁    Chronic Fatigue Immune Dysfunction Syndrome
⦁    Chronic Infectious Mononucleosis
⦁    Epidemic Myalgic Encephalomyelitis
⦁    Epidemic Neuromyasthenia
⦁    Iceland Disease
⦁    Myalgic Encephalitis
⦁    Myalgic Encephalomyelitis/Chronic Fatigue Syndrome (ME/CFS)
⦁    Myalgic Encephalopathy
⦁    Post-viral Fatigue Syndrome
⦁    Raphe Nucleus Encephalopathy
⦁    Royal Free Disease
⦁    Tapanui Flu

⦁    Soldier’s Heart (Civil War) 

MOVIE ABOUT ME applies a uniquely modern storytelling lens to one of the most complex human health disasters of all time. We look through a clarifying prism and identify the easiest path to accomplish long overdue change. Our team sets out to identify and petition for the one elusive universal name. 

In our opening scene, we venture to Incline Village, Nevada and speak with some of the original patients, doctors and city officials uncovering fascinating stories. This is where we, together with residents, envision launching a campaign to rename the illness. To create one name to unify us all.

Our big team includes Chesley, other patients with this illness, top scientists, academics, government officials, editors, cinematographers, producers and our NGO partners, like: Open Medicine Foundation (OMF), SolveME, ME Action. Together, we have an unstoppable team that fortifies the movie with excitement, adventure, credibility and authenticity. 

MOVIE ABOUT ME steps off the curb in California and ventures on a road-trip across the continental United States in search of the ideal name for this illness. Working with Madison Avenue experts, Silicon Valley sharks, Palo Alto scientists, Hollywood celebrities, Washington DC insiders and your everyday people across the country, we dive intothe history, mystery and scandal of the illness as we petition for the selection and acceptance of one universal name.

Documentary films play a critical role in American discourse. Voices alone are important, but together can be immensely impactful. MOVIE ABOUT ME can create a sea change not only in the way that we medically approach M.E., but in the way that we treat those who suffer from all chronic illness. Compassion will be at the forefront of our message.  

We welcome you to join our movie about ME family. Help us show solidarity with all of the people suffering in silence around the globe. 

All funds are donated through our fiscal agent, the Louisiana International Film Festival, a 501(c)3 non-profit organization. Upon your contribution, we are happy to discuss with you how you would like to have your name credited. Any invitations to future screenings or events will also be shared. 

Your funds will be put to good work.

Here’s a link for more info: 

http://movieaboutme.com

password: movieaboutme 

Direct donate link: 

https://www.movieaboutme.com/donate

Chesley Heymsfield 

Producer

Cell: (917) 622.8800 

Chelseyproudcer@gmail.com

PS – For further reading, please see articles: 

“Exploring the Link Between Chronic Fatigue Syndrome and COVID-19” – GOOP

Solve ME – white paper on prevalence + economic impact by state 

How long covid studies could help scientists solve the long-unsolved mystery of post-viral illness – GridNews

“Confronting Our Next National Health Disaster – Long-Haul Covid” – New England Journal of Medicine

“To solve the mystery of Long COVID, researchers look to an older disease” – WBUR

“Long COVID Shouldn’t Have Taken Us by Surprise” – Infection Control Today

“Have We Been Thinking About Long-Haul Coronavirus All Wrong?” – Time Magazine

“Post-COVID Fatigue, Exercise Intolerance Signal ME/CFS” – Medscape

PSS – Our partner organizations: 

Open Medicine Foundation

SolveME

ME Action

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Gerbsman Partners has been involved with numerous national and international equity sponsors, senior/junior lenders, investment banks and equipment lessors in the restructuring or termination of various balance sheet issues for their technology, life science, medical device, cyber security, solar and cleantech portfolio companies. 

These companies were not necessarily in crisis, but had cash (in some cases significant cash reserves) and/or investor groups that were about to provide additional funding. In order to stabilize their Go-Forward-Plan and maximize cash resources for future growth, there were specific needs to address Balance Sheet and Contingent Liability issues as soon as possible. 

Some of these areas where Gerbsman Partners has assisted, these companies have been in the process of termination, restructuring and/or reduction of:

Prohibitive Executory Real Estate Leases, Computer and Hardware-related Leases and Senior/Sub-debt Obligations

            Gerbsman Partners was the “innovator” in creating strategies to terminate or restructure prohibitive real estate leases and senior and sub-debt obligations.  To date, we have terminated or restructured $810 million of such obligations for private and public companies, and which has allowed them to return to financial viability. 

Accounts/Trade Payable Obligations

            Companies in a crisis, turnaround or restructuring situation typically have account and trade payable obligations that become prohibitive for the viability of the company on a go-forward-basis. Gerbsman Partners has successfully negotiated mutually beneficial restructurings that allowed all parties to maximize value based on the reality or practicality of the situation.

Software and Technology-related Licenses

            As per the above, software and technology-related licenses need to be restructured/terminated in order for additional capital to be invested in restructured companies. Gerbsman Partners has a significant, successful track record in these areas.

About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in underperforming, undercapitalized and undervalued companies and their intellectual properties. Since 2001, Gerbsman Partners has successfully maximized the values of 117 companies in a wide and diverse spectrum of industries. In the process, GP has successfully restructured/terminated over $810 million of real estate executor contracts and equipment lease/sub-debt obligations, and has assisted in over $2.3 billion of financings, restructurings and M&A transactions.

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

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

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

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

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

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

Please email steve@gerbsmanpartners.com

San Francisco October, 2022

Gerbsman Partners – Maximizing Enterprise Value

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

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

Technology – IP

Software

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

Food and Beverage Industry

• Vigilistics, Inc. – Manufacturing analytic software

Telecom

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

Storage

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

Networking/Optical Networking

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

Mobile

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

Media/Advertising/Internet

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

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

Holographic & Biometric Technology – Laser Manufacturer

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

Security

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

Medical Device

Cardiovascular, Vascular, Endoscopy, Breast Imaging

• Cardiomind Inc. – Stent delivery platform.

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

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

Spine

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

Respiratory

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

Orthopedics

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

Opthomology

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

Obesity

• Satiety Inc. – Obesity product

Osteoperosis

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

Life Science

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

       •    Ravenna Pharmaceuticals – Cancer drugs

       •    Velicept, Inc. –  OAB drugs

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

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

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

Energy – Solar & Fuel Cell

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

Consumer – Retail

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

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

      •   Solar Planet –retail sun tanning chain   

Hotel/Resorts

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

Other     

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

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

      •     Bag Boy –  manufacturer of golf carts

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

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