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
Kenneth Hardesty
Gerbsman Partners
Blog of Intellectual Capital 
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