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Successful ‘Date-Certain M&A’ of Digital Health Corp., its Assets and Intellectual Property

Gerbsman Partners is pleased to announce the successful completion of maximizing the value of the Assets and Intellectual Properties at Digital Health Corp.

Due to market conditions and trends, the Board of Directors and senior lender made the strategic decision to maximize the value of its Assets and Intellectual properties.

Gerbsman Partners – led by Steven R. Gerbsman, Principal and Kenneth Hardesty (CEO in Residence)– provided the Board of Directors of Digital Health Corp.. with financial advisory leadership through its proprietary ‘Date-Certain M&A Process’, facilitated the sale of the company’s Assets and Intellectual Property and the closing of the sale with other company Advisors.

Specifically, Gerbsman Partners provided leadership with:

1.  Business consulting and investment banking domain expertise in developing strategic action plans.

2.  Implementing its proprietary ‘Date-Certain M&A Process’ in order to maximize value of Digital Health’s Assets and Intellectual properties.

3.  “Managing and guiding the process” among potential acquirers, lawyers, advisors, as well as all stakeholders of interest.

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 118 companies in a wide and diverse spectrum of industries, ranging from technology, medical device/life science, digital marketing to cyber security, to name only a few.*

In the process, GP has successfully restructured/terminated over $810 million of real estate executory 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 San Francisco, Orange County, Boston, New York, Washington DC, McLean, VA, Europe and Israel.

*For further information on Gerbsman Partners expertise and industry experience, please request our company profile here

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On this coming Thanksgiving, I am “thankful for and believe in”

  1. The love and health of my family
  2. The support of our friends and family during a challenging 2022 health year
  3. The “integrity of my name”
  4. Having “HOPE for the Future”

I was speaking to a NYC friend over the weekend and we reminisced that we are “thankful” for growing up in The Bronx and Queens in the 50’s and early 60’s.

During this period, we learned and lived that family was your friends, neighbors, school friends and immediate family.

We discussed that we grew up in an environment where the above were from all nationalities, religions and creeds.  Our friends and neighbors were Catholic, Irish, Italian, Puerto Rican, Guatamalian, Greek, Black, Jewish and Muslim.  It did not matter about race or religion, it mattered that we were all in a melting pot of lower and middle class families.  We celebrated all or most ot the religious and social holidays.  We ate food from our neighbors different cultures and we supported each other.  A different time and place of life.

The fathers and mothers of my generation of “baby boomers” worked hard, had second jobs and shared with the neighborhood.

During this Thanksgiving, as said above, “I have HOPE for the Future”, because we have to.  Today we are split in left, right, middle and the extremes.  It would be nice for people to communicate, listen to each other’s point of views, accept people for who they are and what they believe.

We are a nation of diverse cultures, however we are “ONE NATION UNDER GOD”.

With respect for a safe, healthy and enjoyable Thanksgiving.

The Gerbs



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Terminating/Restructuring Prohibitive Real Estate, License, Payables & Contingent Liabilities

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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As we begin Veterans Day/Week 2022, we say “Thank You” to the men and woman of our armed services and suggest that it is time for all to “step up” and find ways to support our Veterans.  To often we say “thank you for your service” and then do nothing more.  Please think about supporting various Veterans groups with donations, food, clothing and moral support.  They have “Earned” it and we “Owe” it to them.

In the late summer of 1967, I was on my way back to Basic Training at Fort Dix, N.J. I was in New York City and an older couple came up to me and said “Thank You” for serving and then gave me $ 20 to enjoy a dinner on them. The gentleman said he served in the Korean War and understands and appreciates what men and woman in uniform go through. I said thank you, enjoyed a great dinner and to this day, remember their kind gesture.

On this Veterans Day/Week, our family will support the Special Forces Wounded Warriors program and will provide moral support and friendship to Veterans. On 11/11/22, I will also continue to remember that couple and honor them by buying dinner for soldiers in uniform. I will ask them to do the same thing, 5, 10, 20 and 40 years later.

May God Bless our troops and provide our leaders with the courage and strength to do what is Right and what is Just.

Please always remember – FREEDOM IS NOT FREE and Democracy means respecting all sides and opinions.

What are YOU doing to HELP?

With “HONOR AND RESPECT” – Steve Gerbsman

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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

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