Blog of Intellectual Capital

During these challenging times I think about the “words of wisdom” from Grandma Sarah and Mardy Cason.

Grandma Sarah was born in Yannena, Greece in the 1880’s.  She was an orphan who was adopted by a Doctor who was General in the Turkish Army and she moved to Constantinople. She emigrated to America in the 1900’s, had an arranged marriage that ultimately did not work out.  Grandma Sarah had four children, the youngest who was my mother.  During the late 1920’s through 1950 she was the “ultimate entrepreneur”.  She owned three profitable flower shops in Manhattan and the Bronx.  Throughout my early childhood she instilled in me the importance of “your name”.  To Grandma Sarah, “your name is your word and your word in your bond”.

Upon graduating high school and college, Grandma Sarah had these “words of wisdom”, which are true today and through the ages.

1.  Go forth into the world with “bravery”
2. “Fear no one”
3. Have “ethics and integrity”
4. Always do “the best you can”
5. “Never, ever, ever, ever, give up”
6. Remember you are born into this world with your “name” and you leave this world with your “name” – Your “name” defines who you are and how people perceive you”

Mardy Cason and I became business partners in 1989 and we went on to have two successful business years together as “Crisis Managers”.  Mardy then went on to acquire the North Face and then Converse.  He sold both companies.

Mardy was one of the most brilliant business person I ever met.  Equally important was his thoughts about life, which I still expouse.

1. “Live life for the integrity of your name”
2. “Live life for the love of your family”
3. “Live life with HOPE for the future”

In today’s challenging world the themes of both Grandma Sarah and Mardy become so important.  During this holiday time when we celebrate hope and family please think about the words of wisdom from Grandma Sarah and Mardy.

With respect to their memories and with”hope for the future”

Best

The GERBS

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Update to “The Bidding Process, Procedures for Sale of Assets and Intellectual Property of Retina AI

Further to Gerbsman Partners sales letter of November 14, 2023 and “Updates” on November 20, 2023 and November 24, 2023 regarding the sale of Retina, Inc.  I am attaching “Exhibit A Retina NDA”, a “Table of Contents” for Retiana Data Room due diligence information (subject to the enclosed NDA), a link below to a Retina power point presentation – https://docs.google.com/presentation/d/1JumNWfjD5Vziu6y3EVkSRqkaZ5BOdylRgYDU6Wwb8Kk/edit?usp=drivesdk and a draft Asset Puchase Agreement “APA”.   The “Founders” of Retina are available for a detail zoom review.  Please see Bidding Process below as the Bid date is now Thursday, December 14, 2023.

I would encourage and recommend that all interested parties have their counsel speak with David Ajalat, Esq. at Goodwin, counsel to Retina, to discuss any questions or comments of a legal nature relating to the transaction. David is available at 424 436 3081 -dajalat@goodwinlaw.com

Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained provided by Retina 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”.  Bids are due on or before December 18, 2023 and subject to the “Bidding Process” below.

Any and all the assets of Retina 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 Retina to solicit interest for the acquisition of all, or substantially all, the assets of Retina. 

Retina is a venture-backed SaaS platform which has been utilized by Fortune 500 giants like Capital One and Nestle, leveraging Predictive Customer Value for Ad Optimization on Meta and Google Ads platforms.

Retina was founded in 2017 to develop a complete self-serve solution for predicting, understanding, and acting on future customer behavior. To date over $13 million dollars has been invested by top venture capital firms (Comcast Ventures, VVP, and AIC) to develop this proprietary technology to use Machine Learning and Generative AI to predict customer behavior. 

The Retina founders have significant experience in building and commercializing machine learning products. One founder has been advisor to multiple $1B+ eComm enablement startups, crafted AI/ML product strategies that significantly boosted brand revenues through personalized customer journeys. Conducted impactful AI training sessions for over 75 CEOs and U.S. Congress members, demystifying Generative AI technology’s strategic implications.

The founders have 30+ years of combined experience in building SaaS platforms. Prior to Retina one founder was at PayPal and leveraged machine learning to unearth high-value customer segments. And at Meta, as the Head of Marketing Operations & Analytics, he pioneered revenue impact measurement tools. 

The engineering founder led team at 5+ startups with three-successful outcomes. His leadership at Topaz Labs (deep learning-based photo-enhanced software used by Lucas Films, Amazon, and many others) led to product innovations, doubling company revenues. The founding team is educated in Physics, Computer Science and Business from MIT, RPI and UCLA.

The sale is being conducted with the cooperation of Retina.  

 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 Retina Assets has been supplied by Retina 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, Retina (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 Retina’s business and its market positions relates to periods on or prior to November, 2023.  Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.  

Gerbsman Partners Retina 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 Retina’s 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, Retina or Gerbsman Partners.  Without limiting the generality of the foregoing, Gerbsman Partners, Retina and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Retina 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 Retina ai  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 Retina ai, 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 Retina ai 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 Retina ai intellectual property and assets.  Sealed bids must be submitted so that they are actually received by Gerbsman Partners no later than Thursday , December 14, 2023 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Retina’s office  231 Avenue D, Redondo Beach, CA. 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 Retina AI’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.

Retina AI 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.

Retina ai will require the successful bidder to close within a 7-day period.  The intellectual property and assets of Retina ai 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 Retina ai intellectual property and assets 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

Eric Bell

Gerbsman Partners

eric@gerbsmanpartners.com

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