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Posts Tagged ‘Date Certain M&A Process’

San Francisco May, 2017

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 98 technology, medical device, life science, solar, fuel cell, cyber security 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.

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

  • Cardiomind Inc. – Stent delivery platform.
  • 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

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

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

Energy – Solar & Fuel Cell

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

Steven R. Gerbsman
Principal
Gerbsman Partners
steve@gerbsmanpartners.com

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Steven R. Gerbsman, Principal of Gerbsman Partners and Kenneth Hardesty, a member of Gerbsman Partners Board of Intellectual Capital announced today their success in maximizing value for the assets and Intellectual Property of Igenica Inc.  Igenica Inc. focused on harnessing the natural tumor microenvironment to deliver a pipeline of high impact anti-body-based cancer therapeutics.

Gerbsman Partners provided Financial Advisory leadership to Igenica Inc., through    its proprietary Date Certain M&A Process, facilitated the sale of the business unit’s assets and its associated Intellectual Property and closing of the sale. Due to market conditions, the board of directors of igencia Inc. made the strategic decision to maximize the value of the business unit and Intellectual Property. Gerbsman Partners provided leadership to the company with:

  1. Business Consulting and Investment Banking domain expertise in developing the strategic action plans for maximizing value of the business unit, Intellectual Property and assets;
  2. Proven domain expertise in maximizing the value of the business unit and Intellectual Property through a Gerbsman Partners targeted and proprietary “Date Certain M&A Process”;
  3. The ability to “Manage the Process” among potential Acquirers, Lawyers, Creditors, Management and Advisors;
  4. Communications with the Board of Directors, senior management, senior lenders, creditors, vendors and all stakeholders in interest.

About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies and their Intellectual Property. Since 2001, Gerbsman Partners has been involved in maximizing value for 98 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, Orange County, Boston, New York, Washington, DC, McLean, VA, Europe and Israel.

email – steve@gerbsmanpartners.com

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San Francisco, March, 2017
“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, digital commerce,  mobile, solar and cleantech portfolio companies. These companies were not necessarily in Crisis, had CASH (in some cases significant CASH) and/or investor groups that were about to provide additional funding. In order stabilize their go forward plan and maximize CASH resources for future growth, there was a specific need to address the Balance Sheet and Contingent Liability issues as soon as possible.

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

  1.  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, computer and hardware related leases and senior and sub-debt obligations. To date, Gerbsman Partners has terminated or restructured over $810 million of such obligations. These were a mixture of both public and private companies, and allowed the restructured company to return to a path of financial viability.
  2. Accounts/Trade payable obligations – Companies in a crisis, turnaround or restructuring situation typically have accounts 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 enterprise value based on the reality and practicality of the situation.
  3. 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 track record in this area.

About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies and their Intellectual Property. Since 2001, Gerbsman Partners has been involved in maximizing value for 97 technology, life science, medical device, mobile, solar and digital marketing/social commerce companies and their Intellectual Property, through its proprietary “Date Certain M&A Process” and has restructured/terminated over $810 million of real estate executory contracts and equipment lease/sub-debt obligations.  Since inception, 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 Boston, New York, Washington, DC, Alexandria, VA, San Francisco, Orange County, Europe and Israel.

GERBSMAN PARTNERS
Email: steve@gerbsmanpartners.com
Web: www.gerbsmanpartners.com
BLOG of Intellectual Capital: blog.gerbsmanpartners.com

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Sale of intellectual property asset mcTMS

Gerbsman Partners has been retained by Rio Grande Neurosciences, Inc. (RGN) to solicit interest for the sale of RGN multicoil transcranial magnetic stimulation (mcTMS) Intellectual Property and Assets (“RGN Asset”).

Headquartered in Santa Fe, New Mexico, RGN is a medical device company that develops non-invasive brain stimulation (NIBS) technologies for use in treating neurological and psychiatric conditions and enhancing cognitive performance. $30MM has been invested in the mcTMS IP and technology development.

RGN has made a strategic decision to sell its TMS assets. The company has been in discussion with another party that has expressed an interest in acquiring the Company’s PEMF and TES assets and so has decided not to offer them for sale. The Company had previously expressed a desire to sell all three assets but withdrew the offer both because baseless claims were made that another entity had a prior right to buy the Company and of the pendency of an offer from a legitimate buyer to purchase all the the assets. The entity claiming to have a prior right to purchase the Company has withdrawn that claim, and the pending offer to purchase has narrowed to PEMF and TES.

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 RGN’s Asset (as defined herein) has been supplied by RGN. It 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 (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.

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 RGN’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the RGN Asset will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either expressed or implied, of any kind, nature, or type whatsoever from, or on behalf of RGN and Gerbsman Partners. Without limiting the generality of the foregoing, RGN and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the RGN 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 Confidential Disclosure Agreement attached hereto as Appendix A.
Company Profile
Rio Grande Neurosciences, Inc. (RGN), a Santa Fe, New Mexico based medical device company, has developed a suite of non-invasive brain stimulation (NIBS) technologies for use in treating neurological and psychiatric conditions and enhancing cognitive performance. The NIBS technologies, also called electroceuticalsTM, include a multicoil transcranial magnetic stimulation (mcTMS) device.

Multi-coil TMS, IP from Stanford University and originally developed by Cervel Neurotech, involves selectively modulating brain circuit nodes. This is accomplished with an array of coils that steer induced electrical currents so as to optimally modulate targeted brain regions. Each magnetic coil is independently positioned and powered, thereby steering the electrical current toward unique brain areas not reachable by single-coil devices RGN’s mcTMS assets include a sought-after intellectual property position for TMS with multiple coils and strong clinical data in the areas of depression and pain. A complete FDA 510k application for treatment-resistant depression has been compiled.

Founded in 2011 as a start-up company with support from a Los Alamos National Labs (LANL) Venture Accelerator award, RGN has raised $6.2 million over 5 years of capital financing. Over $30 million has been invested into the development of mcTMS over time.

RGN believes its mcTMS assets are attractive for a number of reasons:
mcTMS
1. RGN’s intellectual property position for mcTMS covers the use of TMS with more than one coil, a position sought by single-coil TMS manufacturers.
2. mcTMS has advantages over single coil TMS, such as the ability to target multiple brain regions simultaneously or in sequence and to steer current to brain areas not addressable by single-coil approaches (e.g., deeper brain structures)
3. mcTMS has been shown to significantly reduce treatment resistant depression.
4. mcTMS treatment response rates were found to be markedly higher than that reported by single-coil TMS approaches for treatment-resistant depression.
5. Clinical studies (Stanford University) have shown that mcTMS can markedly reduce both acute and chronic pain.
6. Ongoing research at Stanford University has demonstrated proof of principle for a novel mcTMS pulsing method that can enhance plasticity (RGN-owned IP), a foundation for next generation TMS methodology that may be far more efficacious and require fewer treatments.

Impact of Technology on the Market
RGN’s mcTMS device offers a unique value proposition

mcTMS

1. RGN owns the only multicoil TMS device and the multicoil approach has a number of advantages over single coil TMS devices.

2. Single coil devices exhibit either shallow and focused stimulation (small diameter coils) or deep and diffuse stimulation (large diameter coils), but cannot stimulate deeper brain structures with selectivity.

3. Multicoil TMS employs an array of coils that steer induced electrical currents so as to optimally modulate targeted brain regions not reachable by single-coil devices. This approach has been shown to be clinically effective in depression and results in higher treatment response rates than single-coil TMS devices.

4. RGN’s IP position prevents competitors from using multiple coils.

5. New data suggest that a novel multicoil TMS pulsing sequence can enhance plasticity (RGN-owned IP), an approach that may result in a next generation TMS methodology that could dramatically increase efficacy and reduce treatment duration compared to current standards.

6. RGNs novel mcTMS business model is expected to capture significant market share and put pressure on single-coil competitors.

Intellectual Property Summary
RGN has an expansive portfolio of intellectual property that covers important methods and uses of NIBS. At present, RGN has (U.S.) 13 issued patents, 8 pending patents for mcTMS (some of which are licenses from Stanford University that are assignable). More detail can be found in Appendix B. The portfolio represents a broad array of strategic variables including:
mcTMS
1. Device for selective deep brain stimulation via multi-coil magnet arrays.
2. Methods for selectively modulating deep areas of the brain with shaped magnetic fields, using sulci as pathways for current flow.
3. Shaping of pulsed magnetic field is changed by altering the polarity of individual magnets with an array.
4. Use of different pulse rates from individual coils in one array and latencies between their discharges to achieve specific neuromodulation effects.
5. Network-based deep brain stimulation using multiple pulsed magnetic sources.

RGN’s mcTMS Asset
1. Patents, patent applications, and trademarks
2 Technology addressing the estimated the multibillion dollar global markets for treating depression
3. mcTMS clinical trial data for drug-resistant depression and pain
4. Unique and clinically relevant patient data
5. Next generation product designs
6. Product cost reduction designs
7. Device and component inventory
8. Intellectual capital and expertise
9. Complete FDA 510k application for treatment-resistant depression

The sale of the mcTMS asset is being conducted with the cooperation of RGN. RGN and its employees will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. Notwithstanding the foregoing, RGN should not be contacted directly without the prior consent of Gerbsman Partners

Management
Steven Gluckstern, Ed.D., MBA – President & CEO

Steven has served as RGN’s president and CEO since 2011. Previously he has served as Chairman and CEO of Ivivi Health Sciences, Zurich Scudder Investments, and Centre Reinsurance.

Blake Gurfein, Ph.D. – Chief Science Officer
Blake is a neuroimmunologist and faculty member at the University of California San Francisco. Blake worked with RGN as a consultant from 2013-2014 and joined the company as Chief Science Officer in 2014. In this role, Blake oversees basic science and clinical research activities, manages staff, and interfaces with the medical advisory board. Blake has 15 years of experience in neuroscience and immunology research and has been involved in the design, development, and preclinical/clinical investigation of medical devices.

Sean Hagberg, Ph.D. – Chief Strategist
Sean co-founded RGN in 2011 and in 2004 co-founded Ivivi Technologies, which developed RGN’s PEMF technology. Sean is a faculty member at the University of New Mexico and served as Chief Science Officer of Ivivi and led the scientific and clinical research program, including several first-in-human RCTs with using PEMF. Sean has been involved in all aspects of PEMF IP development, testing, basic science through clinical trials and regulatory processes.

Michael Weisend, Ph.D – Senior Scientist
Mike is a neuroscientist and faculty member at the University of New Mexico, Wright State University, and The Mind Research Network. Mike consulted for RGN from 2011 to 2015 and joined as a senior scientist in late 2015. Mike has 25 years of experience in neuroimaging, brain stimulation, and device development with emphases in memory, epilepsy, mental illness.

Peter Schwartz, Ph.D. – Director of Engineering
Peter is an engineering executive with a background rooted in science, and he has worked with RGN since 2015, spearheading the mcTMS 510(k) effort. Peter has 20 years of experience in research and development of capital equipment ushering inventions from the laboratory through commercialization.

Bret Schneider, M.D. – Senior Scientist
Bret is the principal inventor of multi-coil TMS and has 25 years of experience in neurotechnology development. Bret is also a Consulting Associate Professor of Psychiatry at Stanford University School of Medicine and a practicing psychiatrist

Board of Directors
Steven Gluckstern, Chairman: CEO, Rio Grande Neurosciences
Stephen Juelsgaard, D.V.M., J.D.: Former General Counsel, Genentech
John Wilkerson: Managing Director, Galen Partners

The Bidding Process for Interested Buyers
Interested and qualified parties will be expected to sign a Confidential Disclosure Agreement (attached hereto as Appendix B) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“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 had an opportunity to inspect and examine the RGN 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 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 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 RGN Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Tuesday April 18, 2017 at 3:00pm Pacific Standard Time (the “Bid Deadline”) 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. All bids must be accompanied by a refundable deposit in the amount of $200,000 (payable Rio Grande Neurosciences, Inc.). The wiring instructions for the deposit will be sent at a later date. The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by RGN’s counsel. Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.

RGN 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 and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

RGN will require the successful bidder to close within a 7 day period. Any or all of the assets of RGN 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 RGN Assets shall be the sole responsibility of the successful bidder and shall be paid to RGN at the closing of each transaction.

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

Steven R. Gerbsman
Gerbsman Partners
(415) 456-0628
steve@gerbsmanpartners.com

Kenneth Hardesty
Gerbsman Partners
(408) 591-7528
ken@gerbsmanpartners.com

Dennis Sholl
Gerbsman Partners
(415) 377-1952
dennis@gerbsmanpartners.com

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The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Integrated Surgical LLC

Further to Gerbsman Partners previous sales letter and update of February 22, 2017 and February 15, 2017 regarding the sale of certain assets of Integrated Surgical LLC (“Integrated”), I am attaching for interested parties bidding on the assets and IP of Integrated:

1. Integrated Surgical “detail narrative & test results”. The company is available to discuss on a conference call.

2. First & Pulse IP “key opinion leader statements”

3. Data Room due diligence index.

4. Issued Patent List

5. Updated NDA required for confidential due diligence

6. Asset Purchase Agreement “APA”
Ken, Jim and I will be following up to review the Bidding Process, schedule due diligence meetings and answer any questions regarding the “Date Certain M&A Process”.

Gerbsman Partners has been retained by Integrated to solicit interest for the acquisition of part or substantially all of Integrated’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Integrated Assets”).

Any and all the assets of Integrated will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

Prior to the bid date of Tuesday March 21, 2017, and after you receive the draft “APA” I would encourage all interested parties to have their counsel speak with Daniel Koeppen, Esq. at Wilson Sonsini. He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA. Daniel is available at dkoeppen@wsgr.com and 858 350 2393.

IIMPORTANT 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 Integrated’s Assets (as defined herein) has been supplied by Integrated. It 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 (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.

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 Integrated’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Integrated Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either expressed or implied, of any kind, nature, or type whatsoever from, or on behalf of Integrated and Gerbsman Partners. Without limiting the generality of the foregoing, Integrated and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Integrated 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 Confidential Disclosure Agreement attached hereto as Appendix A.

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a Confidential Disclosure Agreement (attached hereto as Appendix A) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“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 had an opportunity to inspect and examine the Integrated 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 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 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 Integrated Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Tuesday, March 21, 2017 at 5:00pm Central Daylight Time (the “Bid Deadline”) at 211 Laurel Grove Avenue, Kentfield, CA 94904. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way.

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. All bids must be accompanied by a refundable deposit in the amount of $250,000 (payable to Integrated Surgical LLC). The deposit should be wired to Integrated’s attorneys, Wilson Sonsini Goodrich & Rosati (“WSGR”) Trust Account. Wire transfer information will be forwarded at a later date. The winning bidder will be notified within the (3) business days of the Bid Deadline, at which point the deposit is non-refundable. The deposit will be held in trust by WSGR. Unsuccessful bidders will have their deposit returned to them within three (3) business days of notification that they are an unsuccessful bidder.

Integrated 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 and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

Integrated will require the successful bidder to close within a 7-day period. Any or all of the assets of Integrated 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 Integrated Assets shall be the sole responsibility of the successful bidder and shall be paid to Integrated at the closing of each transaction.

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

Steven R. Gerbsman
Gerbsman Partners
(415) 456-0628
steve@gerbsmanpartners.com

Kenneth Hardesty
Gerbsman Partners
(408) 591-7528
ken@gerbsmanpartners.com

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The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Promed

Further to Gerbsman Partners previous sales letter of February 7, 2017 and 2 updates regarding the sale of certain assets of Promed, Inc. (“Promed”), I am attaching for interested parties bidding on the assets and IP of Promed;

1. an “Executive Summary- Pormed Strategic Presentation” that supplements the detailed information in the sales letter you have received’

2. the “Promed Patent Portfolio”

3. an updated “NDA” (Exhibit A)

4. Draft form Asset Purchase Agreement (“APA”)

Ken, Dennis and I will be following up to review the Bidding Process, schedule due diligence meetings and answer any questions regarding the “Date Certain M&A Process”.

Gerbsman Partners (http://www.gerbsmanpartners.com) has been retained by Promed to solicit interest for the acquisition of part or substantially all of Promed’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Promed Assets”).

Any and all the assets of Promed will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

Prior to the bid date of Thursday, March 16, 2017, and after you receive the draft “APA” I would encourage all interested parties to have their counsel speak with either Kay Kim Esq. at Wilson Sonsini khkim@wsgr.com or Phillip Oettinger, Esq. poettinger@wsgr.com They are available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA and can be reached at 650 493 9300.

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 Promed’s Assets has been supplied by Promed. It 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 (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.

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 Promed’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Promed 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 Promed and Gerbsman Partners. Without limiting the generality of the foregoing, Promed and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Promed 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 Confidential Disclosure Agreement (attached hereto as Appendix A) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“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 had an opportunity to inspect and examine the Promed 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 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 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 Promed Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Thursday, March 16, 2017 at 3:00pm Pacific Standard Time (the “Bid Deadline”) at 211 Laurel Grove Avenue, Kentfield, CA 94904. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in an identifiable way.

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. All bids must be accompanied by a refundable deposit in the amount of $200,000. The deposit should be wired to an escrow agent who will be outlined in the next update. The winning bidder will be notified within 3 business days of the Bid Deadline. Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.

Promed 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 and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

Promed will require the successful bidder to close within a 7 day period. Any or all of the assets of Promed 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 Promed Assets shall be the sole responsibility of the successful bidder and shall be paid to Pormed at the closing of each transaction.

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

Steven R. Gerbsman
Gerbsman Partners
(415) 456-0628
steve@gerbsmanpartners.com

Kenneth Hardesty
Gerbsman Partners
(408) 591-7528
ken@gerbsmanpartners.com

Dennis Sholl
Gerbsman Partners
(415) 377-1952
dennis@gerbsmanpartners.com

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The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Integrated Surgical LLC

Further to Gerbsman Partners previous sales letter and update of February 22, 2017 and February 15, 2017 regarding the sale of certain assets of Integrated Surgical LLC (“Integrated”), I am attaching for interested parties bidding on the assets and IP of Integrated:

1. Integrated Surgical “non confidential” detail power point presentation. The company is available to discuss on a conference call.

2. Data Room due diligence index.

3. Integrated Surgical LLC – Draft Fair Market Value of certain Patent Portfolios as of December 31, 2015 by Citrin Cooperman & Company LLP. It is ok for all recipients to open. Do not need an NDA.

Fully Integrated Retractable Suction (“FIRST”) Technology – $ 19,029,255
Pressurized Ultralight Liquid Smoke Evacuator (“PULSE”) Technology – $ 87,955,322
Smoke Liquid Separator (“SLS”) Technology – $ 6,582,059

4. Issued Patent List

5. Updated NDA required for confidential due diligence

Ken, Jim and I will be following up to review the Bidding Process, schedule due diligence meetings and answer any questions regarding the “Date Certain M&A Process”.

Gerbsman Partners has been retained by Integrated to solicit interest for the acquisition of part or substantially all of Integrated’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Integrated Assets”).

Any and all the assets of Integrated will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

Prior to the bid date of Tuesday March 21, 2017, and after you receive the draft “APA” (will be sent out next week) I would encourage all interested parties to have their counsel speak with Daniel Koeppen, Esq. at Wilson Sonsini. He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA. Daniel is available at dkoeppen@wsgr.com and 858 350 2393.

IIMPORTANT 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 Integrated’s Assets (as defined herein) has been supplied by Integrated. It 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 (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.

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 Integrated’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Integrated Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either expressed or implied, of any kind, nature, or type whatsoever from, or on behalf of Integrated and Gerbsman Partners. Without limiting the generality of the foregoing, Integrated and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Integrated 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 Confidential Disclosure Agreement attached hereto as Appendix A.

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a Confidential Disclosure Agreement (attached hereto as Appendix A) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“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 had an opportunity to inspect and examine the Integrated 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 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 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 Integrated Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Tuesday, March 21, 2017 at 5:00pm Central Daylight Time (the “Bid Deadline”) at 211 Laurel Grove Avenue, Kentfield, CA 94904. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way.

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. All bids must be accompanied by a refundable deposit in the amount of $250,000 (payable to Integrated Surgical LLC). The deposit should be wired to Integrated’s attorneys, Wilson Sonsini Goodrich & Rosati (“WSGR”) Trust Account. Wire transfer information will be forwarded at a later date. The winning bidder will be notified within the (3) business days of the Bid Deadline, at which point the deposit is non-refundable. The deposit will be held in trust by WSGR. Unsuccessful bidders will have their deposit returned to them within three (3) business days of notification that they are an unsuccessful bidder.

Integrated 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 and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

Integrated will require the successful bidder to close within a 7-day period. Any or all of the assets of Integrated 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 Integrated Assets shall be the sole responsibility of the successful bidder and shall be paid to Integrated at the closing of each transaction.

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

Steven R. Gerbsman
Gerbsman Partners
(415) 456-0628
steve@gerbsmanpartners.com

Kenneth Hardesty
Gerbsman Partners
(408) 591-7528
ken@gerbsmanpartners.com

Read Full Post »

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