Update to “The Bidding Process, Procedures for Sale of Assets and Intellectual Property of Clip Health
Further to Gerbsman Partners sales letter of May 8, 2023 regarding the sale of Clip Health, I am attaching Exhibit A, two-way NDA; Exhibit B Equipment List; Exhibit C Patent and Trademark List; Exhibit D, Clip Health technical and IP preview and Exhibit E – Table of Contents for Due Diligence Room.
Clip Health is a Fremont, CA-based company that has built a scale-ready, validated, mobile app connected, decentralized-diagnostics platform—with multiple biosensing modalities—for the accurate detection or measurement of viruses, bacteria, proteins, enzymes, hormones, drugs, small molecules, bacteria, and hapten-tagged DNA/RNA from respiratory/genital swabs, blood & blood products, saliva, and urine, also usable for veterinary, food safety, industrial, and environmental applications.
The acquisition of Clip Health’s assets will enable immediate access to a broad portfolio of proprietary technology, comprising 3 issued patents, 4 pending patents, and trade secrets in software and process know-how. These patents and trade secrets cover labeling chemistry composition and methods of use, sample preparation, data acquisition/analysis for sample processing, and manufacturing. Also available is ready access to validated, customized equipment (see Exhibit B) and proprietary tooling to enable high-volume manufacturing of test kits; these assets are currently under an equipment lease.
Clip Health’s funding total, not including product revenue, is $53M. This includes $3.5M in venture capital funding from prominent Silicon Valley investors including Khosla Ventures and Y Combinator; $43M in service contract revenue from the National Institutes of Health (NIH), Biomedical Advanced Research and Development Authority (BARDA), and the Department of Defense (DoD); $3M in NIH grants; $3.5M in strategic partnership revenues. No secured debt obligations.
Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained provided by Clip Health 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.
Ken, Eric and I will be following up to review the updated Bidding Process, schedule due diligence meetings and answer any questions regarding the “Date Certain M&A Process”. Bala Raja and Andrew Paterson will be available for a zoom meeting.
Any and all the assets Clip Health will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.
Gerbsman Partners has been retained by Clip Health to solicit interest for the acquisition of all, or substantially all, the assets of Clip Health.
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 Clip Health’s assets has been supplied by Clip Health. 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 Clip Health 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.
Clip Health, 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 Clip Health’s or Gerbsman Partners’ negligence or otherwise.
Any sale of the Clip Health 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 Clip Health or Gerbsman Partners. Without limiting the generality of the foregoing, Clip Health and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Clip Health 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 Clip Health 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 Clip Health, 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 neither Clip Health nor Gerbsman Partners (or their respective, staff, agents, or attorneys) makes 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 Clip Health Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, June 9, 2023 at 3:00 pm Pacific Time (the “Bid Deadline”) at Clip Health’s office, located at 48389 Fremont Blvd Ste 112, Fremont, CA 94538. Please also email steve@gerbsmanpartners.com with any bid.
Bids should identify those assets being tendered for in a specific and identifiable way. Bidders interested in specific Clip Health Assets 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 Luminostics, Inc. DBA Clip Health). The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them.
Clip Health 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 bid will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.
Clip Health will require the successful bidder to close within 7 business days. Any or all of the assets of Clip Health 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 Clip Health Assets shall be the sole responsibility of the successful bidder and shall be paid to Clip Health at the closing of each transaction.
For additional information, please see below and/or contact:
- Steven R. Gerbsman
- Kenneth Hardesty
• Eric Bell
Blog of Intellectual Capital 
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