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Good afternoon

Please read below and attached the “Update to the Bidding Process”, to include the draft “Asset Purchase Agreement”, “Bill of Sale and Assignment” and “wire transfer” information.

Bids, per the “Bidding Process” below are due on or before August 7 and please contact Barry M. Schwartz, Esq., counsel to Hercules (HercGamma).  He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA.  Barry is available at 201 525 6204 and at bschwartz@coleschotz.com 

Ken, Jim and I are available to answer any questions and provide updated access to the on line due diligence.

Best

Steve

 

The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Gamma Medical, Inc.

Further to Gerbsman Partners (http://gerbsmanpartners.com)sales letter of July 5, 2017, regarding the sale of certain assets of Gamma Medica, Inc. , (“Gamma Medica”), I am attaching the Asset Purchase Agreement “APA” and Bill of Sale and Assignment and Wire Transfer information (below).

Please be advised that the Gamma Medica Assets are being offered for sale by HercGamma, Inc., a Delaware Corporation, (”HercGamma”) and an affiliate of Hercules Capital, Inc., Gamma’s Senior Secured Party.  HercGamma has acquired title to such assets pursuant to Section 9-610 of the Uniform Commercial Code.  Purchasers of the Gamma Medica Assets will receive all of HercGamma’s right, title, and interest in the purchased portion of  Gamma Medica’s assets, as provided in the Uniform Commercial Code.

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”.

The sale is being conducted by Hercules for the benefit of HercGamma.  Hercules will use best efforts to make select Gamma Medica’s employees available to assist purchasers with due diligence and to assist with a prompt and efficient transition at a mutually convenient time.  Presently, all of Gamma Medica’s employee’s have been terminated; key employees have been retained as consultants.

Any and all the assets of Gamma Medica 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 August 7, 2017, and after you receive the draft “APA” I would encourage all interested parties to have their counsel speak with Barry M. Schwartz, Esq., counsel to Hercules (HercGamma).  He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA.  Barry is available at 201 525 6204 and at bschwartz@coleschotz.com 

The Wire Transfer information for the refundable deposit required with any bid is outlined below:

 

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 Gamma Medica 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 Hercules, HercGamma or GerbsmanPartners, 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 Hercules, HercGamma 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 Gamma Medica Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Wednesday, August 7, 2017, 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 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 where applicable. All bids must be accompanied by a refundable deposit check in the amount of $250,000 (this will be wired to Hercules counsel trust account). The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them. Hercules reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.

Hercules will require the successful bidder to close within 7 business days.  Any or all of the assets of Gamma Medica 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 Gamma Medica Assets shall be the sole responsibility of the successful bidder and shall be paid to Uptake at the closing of each transaction.

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

Steven R. Gerbsman                                                                                             

(415) 456-0628

steve@gerbsmanpartners.com                                                                                    

 

Kenneth Hardesty

(408) 591-7528

ken@gerbsmanpartners.com

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Sale of Gamma Medica, Inc.

 

Gerbsman Partners – http://gerbsmanpartners.com  has been retained by Hercules Capital, Inc. (“Hercules”), the senior secured lender to Gamma Medica, Inc. (“Gamma Medica” or”GMI”), http://gammamedica.com  to solicit interest for the acquisition of all or substantially all of Gamma Medica’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Gamma Medica Assets”).

Please be advised that the Gamma Medica Assets are being offered for sale by HercGamma, Inc., a Delaware Corporation, (”HercGamma”) and an affiliate of Hercules Capital, Inc., Gamma’s Senior Secured Party.  HercGamma has acquired title to such assets pursuant to Section 9-610 of the Uniform Commercial Code.  Purchasers of the Gamma Medica Assets will receive all of HercGamma’s right, title, and interest in the purchased portion of  Gamma Medica’s assets, as provided in the Uniform Commercial Code.

Please see the attached for additional detail information regarding the Sale of Gamma Medical, Inc.’s Assets and IP.  (detail information summary, teaser, patent listing, trademark listing and mutual NDA).
The sale is being conducted by Hercules for the benefit of HercGamma.  Hercules will use its best efforts to make Gamma Medica’s employees available to assist purchasers with due diligence and assist with a prompt and efficient transition at a mutually convenient time.  Presently, all of Gamma Medica’s employee’s have been terminated; key employees have been retained as consultants.

Gamma Medica is headquartered at 12 Manor Parkway, Salem, New Hampshire. To date, $34 million of capital has been invested in the company by Psilos Group and senior debt, by Hercules Capital. Hercules Capital has approximately  $ 1.8 million of senior debt, plus other expenses, (including without limitation late fee’s and costs of professionals).

Gamma Medica Company Profile

Gamma Medica, Inc. (‘GMI”) was founded in 2013 following the acquisition of the intellectual property and commercial assets by Psilos Group, who currently owns 100% of the equity.

GMI pioneered the development and commercialization of the first fully digital, dual headed Molecular Breast Imaging (“MBI”) system. MBI overcomes the inherent limitations of anatomical-based imaging technology such as Mammography (MM), Tomosynthesis(Tomo), Ultrasound (US) and Automated Breast Ultrasound (ABUS) in women with dense breast tissue. 

  1.  LumaGEM® MBI is indicated for secondary screening or diagnostic imaging for women who have dense breast tissue. Over 45% of all women present radiologists with a diagnostic challenge since standard mammography or tomosynthesis cannot discern tissue density from cancerous lesions due to the appearance of the lesions as white on a white background if fibrous tissue is present.  Quoting from published peer reviewed clinical papers, mammography only detects 3/1000, however, when MBI is used as a secondary screening device a further 9/1000 are detected. Ultrasound, when used in a similar protocol, only finds 3/1000.  LumaGEM® is a breakthrough technology for women who are at risk and/or dense breast tissue.
  2.  LumaGEM® can be easily incorporated into a busy clinical practice, the patient experience is far superior to mammography since no breast compression is required, a frequent complaint and a compliance problem.  The procedure is fully reimbursed (CMS) at 3.5x that of mammography. It is covered by the majority of commercial payers too.
  3.  MBI, through published prospective and blinded studies, have proven to detect cancer with superior technical and clinical performance, delivering unsurpassed sensitivity (91%) and specificity (93%).  To put into perspective, MRI only delivers 75% specificity. Further, the Negative Predictive Value of MBI is 99.7%, providing unsurpassed clinical assurance.
  4.  The Mayo Clinic, a licensor to GMI, as published widely, is currently a user of the technology (placement of 5 cameras), has proven to reduce unwanted biopsies (false positives) by 50%. LumaGEM® MBI is FDA approved, reimbursed (CPT Code 78800) and the company has placed 22 units in the USA to date. In the next 12 months, the company had anticipated to sell a further 20 units and with a pipeline of a further 200 accounts.  With the recent decision by the America College of Radiology to publish practice guidelines for the use of MBI, this will further enhance the commercial opportunity. In addition, 32 States have now issued the Dense Notification Law that requires all providers to issue letters of recommendation for women who have dense breast tissue. This will further raise awareness and demand for MBI to be used a secondary screening and diagnostic tool.
  5.  Economically, MBI strikes a strong proposition for the Affordable Care Act’s Triple Aim; MBI provides a compelling reason to adopt the technology as it provides strong economics, improved clinical outcomes and high patient satisfaction.
  6.  LumaGEM® MBI has a CE mark and marketing has commenced in the EU market. The company has one distributor contract in the UK and Ireland and is engaged with a number of other parties in Europe too. It has also Saudi Arabian approval and anticipating Canadian approval in Q3 2017.
  7.  LumaGEM® MBI is disruptive technology that will transform breast imaging. It has superior performance to standard secondary screening and diagnostic modalities in use today and is by far a lower cost, more accurate diagnostic tool compared to the “gold standard” of MRI perceived today.

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 Gamma Medica Assets has been supplied by Gamma Medica. It has not been independently investigated or verified by Gerbsman Partners, Hercules, HercGamma or their respective agents.


Potential purchasers should not rely on any information contained in this memorandum or provided by Gerbsman Partners and Hercules (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, Hercules, HercGamma 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 Gamma Medica’s or Gerbsman Partners’, Herucles’ negligence or otherwise.

Any sale of the Gamma Medica 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 Gamma Medica, Gerbsman Partners, HercGamma and Hercules. Without limiting the generality of the foregoing, Gamma Medica, Gerbsman Partners, HercGamma, Hercules and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Gamma Medica 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’ or Hercules’ prior consent. This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.

 

Hercules believes that Gamma Medica’s assets are attractive for a number of reasons:

Disruptive patented technology that delivers unsurpassed cancer detection rates, 91% sensitivity, 93% specificity, 99.7% negative predictive value and reduces biopsy rates due to false positives by 50%

Strong patent portfolio that includes (i) perpetual license agreements from the Mayo Clinic, Rochester, MN, (ii) GMI’s own strong portfolio, (iii) unique ASICS designed direct digital gamma technology.

Technology detects 9/1000 additional cancers in dense breast tissue women when used as a secondary screening device. Compare to Hologic’s new tomosynthesis device which yields <1/1000; they have an installed base of >4,000 machines over the last 4 years.

Delivers 1.6mm spatial resolution compared to the only other competitive (dual headed breast designated camera) GE HC at 2.5mm. This enables the technology to identify lesions 4mm in highly dense breast tissue. The CZT camera is the most sensitive on the market.

Due to the current IP and the in house knowledge, the risks of replicating are minimal.

Technology has application in other fields – superior SPECT camera to GE’s new platform.

Access to strong management team and trained sales force (7 direct) with extensive market and specific modality experience and expertise were involved with GammaMedica and are available to interview in due diligence.

USA installed base of 22 units, forecasted sale R12 a further 20 units, a pipeline of accounts of >200. Proven to be easily incorporated into clinical workflow and clinical adoption is seamless.

Reference account include Mayo Clinic (Rochester (MN), Jacksonville (FL), Phoenix (AZ); Einstein Medical Center (PA); Henry Ford (MI), Scripps (CA) to name a few.

Established supply chain, in house validated manufacturing camera capability.

FDA and CE market approved. Saudi Arabian approved. Canada – Q3 2017.

Reimbursed (CMS) CPT 78800 at global average rate $330; commercial coverage also established.

Potential to deliver cash flow positive by end 2019 by implementing the company’s business plan.

Planned and contracted (volume dependent)  COG’s reduction to yield 60% GP by 2020.

Turn-key operational handover.

Impact of Technology on the Market

With over 40,000 annual deaths due to breast cancer each year in the USA, there is clearly an unmet need. The current modalities in use today were discovered decades ago with no significant technology breakthrough since. The closest to an improvement has been the introduction of “3D” mammography (or Tomosynthesis) and Automatic breast ultrasound. Neither have yielded a significant increase in detection for women with dense breast tissue. Over 45% of Caucasian and over 65% of Asian women have dense breast tissue. Women with dense breast tissue are 3-5x more likely to develop breast cancer than non-dense breast women.

Breast cancer deaths are preventable if you deploy the appropriate personalized screening protocols and modalities. The current modalities deployed are not adequate. We now have published data from leading CoE’s that supportthis position.

GMI believes their MBI will be the standard of care for women at risk not only in the USA but other developed healthcare markets. The recent decision by the American College of Radiology to published practice guidelines, authenticates this position. This is what the radiologists have been waiting for.

GE is the only other competitor in the market. They have a repurposed cardiac imaging camera and delivers inferior performance to LumaGEM®.

Gamma Medica’s Assets

Gamma Medica has developed a portfolio of assets and intellectual property that fall into the following categories:

Patents, Patent Applications and Trademarks- integrated process

Service contracts on new placements

A $200K AR for a unit to be delivered to a site

Market equity – we have created the dense breast market and associated stake in as a leader in the field

Websites

Parts inventory

Tools and machinery

Manufacturing, Design and Calibration Equipment

FDA,CE and Saudi Approval

USA distributorship (3)

UK and Ireland Distributorship

The assets of Gamma Medica will be sold in whole or in part (collectively, the “GammaMedica ” assets). The sale of these assets is being conducted with the cooperation of Hercules and Gamma Medica previous management. Gamma Medica’s previous employees (consultants and interested previous employee’s) will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. Notwithstanding the foregoing, Gamma Medica should not be contacted directly without the prior consent of Gerbsman Partners.

Personnel – as of 6.16.17, all personnel were terminated as part of a companywide reduction in force.  However, the following people have been retained by Hercules to act as advisors to interested parties as part of the sales process. Other key management personnel can also be contracted to assist as required.

 

Philip Croxford — Gamma Medica’s former President & CEO

Angie Dube — Gamma Medica’s former SeniorAccounting Manager

Steve Dallas – Gamma Medica’s formerVP Operations

 

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 Gamma Medica 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 Hercules, HercGamma or GerbsmanPartners, 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 Hercules, HercGamma 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 Gamma Medica Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Wednesday, August 7, 2017, 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 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 where applicable. All bids must be accompanied by a refundable deposit check in the amount of $250,000 (this will be wired to Hercules counsel trust account and the specific wire transfer information will be supplied at a later date). The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them. Hercules reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.

 

Hercules will require the successful bidder to close within 7 business days.  Any or all of the assets of Gamma Medica 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 Gamma Medica Assets shall be the sole responsibility of the successful bidder and shall be paid to Uptake at the closing of each transaction.

 

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

 

Steven R. Gerbsman                                                                                             

(415) 456-0628

steve@gerbsmanpartners.com                                                                                    

 

Kenneth Hardesty

(408) 591-7528

ken@gerbsmanpartners.com

 

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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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San Francisco, July, 2016
Successful “Date Certain M&A” of Palmaz Scientific, Inc. its Assets and Intellectual Property to Vactronix Scientific, Inc. – Gerbsman Partners, Financial Advisor
Steven R. Gerbsman, Principal of Gerbsman Partners, Kenneth Hardesty and Dennis Sholl Members of Gerbsman Partners Board of Intellectual Capital announced today their success in maximizing stakeholder value for Palmaz Scientific, Inc. through a 363 Chapter 11 sale to Vactronix Scientific, Inc. Palmaz Scientific Inc., focused on disruptive technology platforms which will change the medical device industry by creating unique ways of designing and developing medical implants.

Gerbsman Partners provided Financial Advisory leadership to Palmaz Scientific, Inc., through the Chapter 11 and 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 Palmaz Scientific, 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 and the Chapter 11 process;
  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 93 Technology, Medical Device, Life Science, Solar, Fuel Cell 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.

GERBSMAN PARTNERS
Phone: +1.415.456.0628, Cell: +1 415 505 4991
Email: steve@gerbsmanpartners.com
Web: www.gerbsmanpartners.com
BLOG of Intellectual Capital: blog.gerbsmanpartners.com

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Good Afternoon – Per the direction of the Board of Directors of Nevesse, the Board has indicated it will consider a minimum bid of $ 1 million for the assets and IP of Nuvesse.   This means interested parties who bid a minimum of $ 1 million or  more will be considered in the “Bidding Process” after Bids are submitted and the Board of Directors will respond to the winning bidder, per the “Bidding Process” below.

 

The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of POLYREMEDY, Inc., dba Nuvesse Skin Therapies

Further to Gerbsman Partners sales letter of June 27, 2016 and updates on July 5, 2016 and July 11, 2016 regarding the sale of certain assets of by Polyremedy, Inc., dba Nuvesse Skin Therapies (www.nuvesse.com) and ( http://www.nuvessemd.com ), I am attaching the “Asset and Inventory List” that potential interested parties should review when considering the Assets and Intellectual Property of Nuvesse, the “Table of Contents” for information in the Nuvesse due diligence room, the Asset Purchase Agreement(“APA”) and wire transfer instructions for the refundable deposit due with the APA.

The Gerbsman Partners team 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 POLYREMEDY, INC., dba Nuvesse Skin Therapies to solicit interest for the acquisition of all or substantially all of Nuvesse Skin Therapies assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Nuvesse Skin Therapies Assets”).

Any and all the assets of Nuvesse Skin Therapies 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 July 29, 2016, I would encourage all interested parties to have their counsel speak with Lara Foster, Esq. of Fenwick & West, 650 335 7839 – lfoster@renwick.com regarding reviewing and negotiating the attached “APA”. She is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the “APA”. Also, please review and insure that the refundable deposit is received prior to the bid date.

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 Nuvesse assets has been supplied by Nuvesse. 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 Nuvesse, 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.

Nuvesse, 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 Nuvesse’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Nuvesse 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 Nuvesse or Gerbsman Partners. Without limiting the generality of the foregoing, Nuvesse and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Nuvesse 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 Uptake Medical 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 Nuvesse Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, July 29, 2016, 3:00pm Pacific Standard Time (the “Bid Deadline”) at Nuvesse Skin Therapies, 20980 Redwood Road #100, Castro Valley, CA 94546. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way. The attached Nuvesse Fixed Asset Schedule may not be complete and Bidders interested in the Manufacturing and/or Fill Finish Equipment 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 Nuvesse Skin Therapies). The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them. Nuvesse reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.

Nuvesse will require the successful bidder to close within 7 business days. Any or all of the assets of Nuvesse 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 Nuvesse Assets shall be the sole responsibility of the successful bidder and shall be paid to Nuvesse at the closing of each transaction.

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

Steven R. Gerbsman
steve@gerbsmanpartners.com

Kenneth Hardesty
ken@gerbsmanpartners.com

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San Francisco, July, 2016
Successful “Date Certain M&A” of Vigilistics, Inc. its Assets and Intellectual Property – Gerbsman Partners, Financial Advisor
Steven R. Gerbsman, Principal of Gerbsman Partners and Kenneth Hardesty, Member of Gerbsman Partners Board of Intellectual Capital announced today their success in maximizing stakeholder value for Vigilistics, Inc.   Vigilistics is a leading manufacturing analytics software company that provides compliance and data analytics solutions to the beverage and food processing industry.

Gerbsman Partners provided Financial Advisory leadership to Vigilistics, Inc., through the 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 Vigilistics, Inc. made the strategic decision to maximize the value of the business unit and Intellectual Property. Gerbsman Partners provided leadership to the company with:

a.  Business Consulting and Investment Banking domain expertise in developing the strategic action plans for maximizing value of the business unit, Intellectual Property and assets;
b.  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”;
c.  The ability to “Manage the Process” among potential Acquirers, Lawyers, Creditors Management and Advisors;
d.  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 93 Technology, Medical Device, Life Science, Solar, Fuel Cell 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.

 

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The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of POLYREMEDY, Inc., dba Nuvesse Skin Therapies

Further to Gerbsman Partners sales letter of June 27, 2016 regarding the sale of certain assets of by Polyremedy, Inc., dba Nuvesse Skin Therapies (www.nuvesse.com) and ( http://www.nuvessemd.com ), I am attaching Exhibit A, Nuvesse NDA and the Nuvesse Skin Therapies “Cellulation Product Technology Deck”.

The Gerbsman Partners team 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 POLYREMEDY, INC., dba Nuvesse Skin Therapies to solicit interest for the acquisition of all or substantially all of Nuvesse Skin Therapies assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Nuvesse Skin Therapies Assets”).

Any and all the assets of Nuvesse Skin Therapies 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 July 29, 2016, I will be sending out a draft Asset Purchase Agreement, “APA”, wire transfer instructions for the refundable deposit and a detail asset listing for the “APA”.

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 Nuvesse assets has been supplied by Nuvesse. 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 Nuvesse, 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.

Nuvesse, 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 Nuvesse’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Nuvesse 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 Nuvesse or Gerbsman Partners. Without limiting the generality of the foregoing, Nuvesse and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Nuvesse 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 Uptake Medical 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 Nuvesse Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, July 29, 2016, 3:00pm Pacific Standard Time (the “Bid Deadline”) at Nuvesse Skin Therapies, 20980 Redwood Road #100, Castro Valley, CA 94546. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way. The attached Nuvesse Fixed Asset Schedule may not be complete and Bidders interested in the Manufacturing and/or Fill Finish Equipment 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 Nuvesse Skin Therapies). The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them. Nuvesse reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.

Nuvesse will require the successful bidder to close within 7 business days. Any or all of the assets of Nuvesse 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 Nuvesse Assets shall be the sole responsibility of the successful bidder and shall be paid to Nuvesse at the closing of each transaction.

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

Steven R. Gerbsman
steve@gerbsmanpartners.com

Kenneth Hardesty
ken@gerbsmanpartners.com

Read Full Post »

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