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5/23 Update to the Update Bidding Process for “Date Certain M&A”of Vigilistics, Inc., its Assets and Intellectual Property

Posted in Uncategorized, tagged , , , , on May 23, 2016| Leave a Comment »

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

Further to Gerbsman Partners Update on May 12, 2016 and sales letter of May 5, 2016, regarding the sale of certain assets of Vigilistics, Inc., (“Vigilistics”), I am attaching the Asset Purchase Agreement “APA” and Exhibit A NDA . Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained in this power point or any information 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.

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 Vigilistics,Inc. to solicit interest for the acquisition of all or substantially all of Vigilistics’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Vigilistics Assets”).

Any and all the assets of Vigilistics 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 June 8, 2016, and after you receive the draft “APA” I would encourage all interested parties to have their counsel speak with Greg Newman at Vigilistics. He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA. Greg is available at greg.newman@vigilistics.com and cell 949-233-7588.

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 Vigilistics’ Assets has been supplied by Vigilistics. 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 Vigilistics’ or Gerbsman Partners’ negligence or otherwise.

Any sale of the Vigilistics’ 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 or behalf of Vigilistics and Gerbsman Partners. Without limiting the generality of the foregoing, Vigilistics and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Vigilistics 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 required to sign a nondisclosure agreement (attached as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence 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 Vigilistics’ 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, (v) 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 Vigilistics’ Assets. A sealed bid must be submitted so that it is actually received no later than June 8, 2016 at 3:00 p.m. Pacific Daylight Time (the “Bid Deadline”) at Vigilistics’ office: 65 Enterprise, Suite 300, Aliso Viejo CA 92656. Please also send your bid via email to steve@gerbsmanpartners.com.

Bids should identify those assets being tendered for in a specific and identifiable way. The attached fixed asset list may not be complete and Bidders interested in any fixed assets must submit a separate bid for such assets, be specific as to the assets and any sale of the fixed assets or Intellectual Property of Vigilistics.

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 check in the amount of $100,000, payable to Vigilistics, Inc., and sent to a designated trust account. The winning bidder will be notified within three business days of the Bid Deadline. Unsuccessful bidders will have their deposit returned to them within three business days of notification that they are an unsuccessful Bidder.

Vigilistics 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.

Vigilistics will require the successful Bidder to close within seven days of notification. Any or all of the assets of Vigilistics 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 Vigilistics Assets shall be the sole responsibility of the successful bidder and shall be paid to Vigilistics at the closing of each transaction.

For additional information, please do not contact the company directly, please contact:

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

Kenneth Hardesty
408 591-7528
ken@gerbsmanpartners.com

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April 20, 2016 Update to the “Date Certain M&A” of Palmaz Scientific its Assets and Intellectual Property – Gerbsman Partners

Posted in Uncategorized, tagged , , , , , on April 20, 2016| Leave a Comment »

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Further to Gerbsman Partners previous e-mail sales letter of March 8, 2016, regarding the sale of certain assets of Palmaz Scientific, I am providing an update on the timing for finalizing the”Bidding Process & Procedures” that need to be approved by the United States Bankruptcy Court for the Western District of Texas, San Antonio Division

Gerbsman Partners has been retained by Palmaz Scientific, Inc. to solicit interest for the acquisition of all, or substantially all, the assets of Palmaz Scientific, Inc.

Headquartered in San Antonio, Texas, with Operations based in Fremont, California, Palmaz Scientific is a medical device company founded in 2008 with disruptive technology platform which will likely change the medical device industry by creating unique way of designing and developing medical implants.

Palmaz Scientific has raised two rounds of private equity financing to date totaling more than $40 million. Palmaz Scientific owes approximately $20 million to creditors, including approximately $12 to senior secured creditors.

On March 4, 2016, Palmaz Scientific, Inc. filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Western District of Texas, San Antonio Division. Palmaz Scientific intends to sell all or substantially all of its assets pursuant to 11 U.S.C. § 363. As part of that process, Palmaz Scientific intends to seek bankruptcy court approval for bidding and sale procedures related to the auction and sale of its assets. Palmaz Scientific anticipates having a stalking horse bidder in place shortly. It is anticipated that the bankruptcy court will approve bid procedures that will require a bidder to submit a cash deposit of $250,000 and otherwise qualify to bid by submitting financial information confirming such bidder’s ability to close on any sale. When the bankruptcy court has approved the bidding procedures, potential bidders will be provided a copy of same. In the interim potential bidders will only be able to access Palmaz Scientific’s data room by executing the non-disclosure agreement provided to each bidder by Gerbsman Partners.

On April 19, 2016, the United States Bankruptcy Court for the Western District of Texas, San Antonio Division held a hearing and approved an order granting “interim financing” to the Debtor through May 5, 2016. Debtors advised the Court that the proposed “stalking horse” bidder is in a dialog/negotiations with various creditor and investor groups concerning a consensual path forward with the objective of finalizing a “stalking horse” bid, and bid procedures and a possible plan of reorganization for review by the Debtors’ and Creditors Committee Counsel. Once this is finalized it is anticipated the Court will set a date to approve bid procedures, a “stalking horse” bid and asset purchase agreement, allowing for immediate distribution to potential interested parties.

Currently, potential interested parties who have signed an NDA will be able to perform due diligence and have access to the Debtor’s key personnel/intellectual capital, due diligence room and intellectual property lawyer.

Attached, please see a detail check list of information in the Palmaz Scientific due diligence room and a list of key personnel/intellectual capital.

I will update all potential interested parties during the first week of May on the current status and timing of projected approval of the “bidding process/procedures” that must be approved by the United States Bankruptcy Court for the Western District of Texas, San Antonio Division.

Ken Hardesty, Dennis Sholl and I are available to facilitate a continued due diligence and deal status dialog.

Best regards and thank you for your continued interest in the Palmaz Scientific Assets and Intellectual Property.
Steven R. Gerbsman
Principal
Gerbsman Partners
steve@gerbsmanpartners.com

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Gerbsman Partners – “Date Certain M&A of Palmaz Scientific” its assets and Intellectual Property

Posted in Uncategorized, tagged , , , , , on March 7, 2016| Leave a Comment »

 gp_nl_header-1 SALE OF PALMAZ SCIENTIFIC, INC.
Gerbsman Partners (www.gerbsmanpartners.com) has been retained by Palmaz Scientific, Inc. (www.palmazscientific.com) to solicit interest for the acquisition of all, or substantially all, the assets of Palmaz Scientific, Inc.

Headquartered in San Antonio, Texas, with Operations based in Fremont, California, Palmaz Scientific is a medical device company founded in 2008 with disruptive technology platform which will likely change the medical device industry by creating unique way of designing and developing medical implants.

Palmaz Scientific has raised two rounds of private equity financing to date totaling more than $40 million. Palmaz Scientific owes approximately $20 million to creditors, including approximately $12 to senior secured creditors.

On March 4, 2016, Palmaz Scientific, Inc. filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Western District of Texas, San Antonio Division. Palmaz Scientific intends to sell all or substantially all of its assets pursuant to 11 U.S.C. § 363. As part of that process, Palmaz Scientific intends to seek bankruptcy court approval for bidding and sale procedures related to the auction and sale of its assets. Palmaz Scientific anticipates having a stalking horse bidder in place shortly. It is anticipated that the bankruptcy court will approve bid procedures that will require a bidder to submit a cash deposit of $250,000 and otherwise qualify to bid by submitting financial information confirming such bidder’s ability to close on any sale. When the bankruptcy court has approved the bidding procedures, potential bidders will be provided a copy of same. In the interim potential bidders will only be able to access Palmaz Scientific’s data room by executing the non-disclosure agreement provided to each bidder by Gerbsman Partners.

Please see attached: (1) Exhibit A, NDA; (2) Fixed Asset Equipment Inventory Log; (3) PSI detail IP Portfolio; (4) Detail Sales Letter and Company Overview; (5) Detailed Company IP Summary

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 Palmaz Scientific Assets (defined below) has been supplied by Palmaz Scientific. 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 Palmaz Scientific, 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.

Palmaz Scientific, 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 Palmaz Scientific’s or Gerbsman Partners’ negligence or otherwise.

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

PALMAZ SCIENTIFIC, INC.

Palmaz Scientific is a medical technology company promoting its knowhow to the medical device industry with an objective toward developing collaborative relationships that could provide revenue opportunities to the company for licensing, engineering services or funded development, as well as possible equipment sales, contract manufacturing or production of its own devices for sale. Through collaborative activities with highly respected medical device companies, Palmaz Scientific patented Physical Vapor Deposition (PVD) methods and processes have been independently tested and validated. Separately, Palmaz Scientific has completed a first-in-man study of its patented micro-groove technology in cooperation with a Fortune 500 medical device company. In addition, Palmaz Scientific could continue its own development efforts to innovate its methods and processes regarding Physical Vapor Deposition as well as to develop its own medical devices.

Palmaz Scientific believes its assets are attractive for a number of reasons:
1. A decade of research and development by Dr. Julio Palmaz and his team has led to important discoveries relevant to various implantable medical devices and that drive the Palmaz Scientific technology platform.
2. Extensive intellectual property portfolio. Palmaz Scientific has built a very extensive and in-depth intellectual property portfolio comprising 256 issued U.S. and international patents and 182 active U.S. and international pending patent filings in active review globally.
3. Multiple medical device applications. Palmaz Scientific’s intellectual property portfolio includes patents covering an array of other potential product applications such as: drug delivery devices, valves (cardiac and venous), grafts (e.g. Peripheral, arterio-venous, CABG), embolic protection devices, angioplasty balloons, occlusion devices, vascular stent and many others.
4. Palmaz Scientific Patented Physical Vapor Deposition (PVD) methods and processes allow for the design and manufacturing of for thin film, low profile, implantable devices with bio-metals of high purity and finely ordered structure.
5. Palmaz Scientific Patented Physical Vapor Deposition (PVD) methods and processes allow for design and manufacture of monolithic stents resulting in variable integrated strut geometry within a single stent.
6. Palmaz Scientific PVD technology platform allow for manufacturing of medical device with specifications not otherwise possible or available with current methods used in the market today.
7. Patented Physical Vapor Deposition methods and processes enable the development of superior devices in the neurovascular aneurysm market.
8. Taking advantage of the higher strength of our PVD alloys allows for very low profile stent prototypes to be used in patients with vascular disease in infra-popliteal vessels (i.e. Below the Knee, BTK) allowing for use of introducer sheaths smaller in diameter than any current stent systems. This would allow foot approach into BTK vessels with obvious advantages; no risk of groin or popliteal hemorrhage and no compromise to the supply vessels.
9. Patented Photolithography processes and methods for fabricating certain topographical patterns at the microscopic level of vascular implant that positively influence cell colonization, thus promoting site healing.
10.The Palmaz Scientific micro groove technology has the potential to make inroads into the stent market metal adluminal surface which would benefit from our micro groove technology to promote faster re-endothelialization and hence decrease the need for oral antiplatelet medication.
Palmaz Scientific Company Profile

Palmaz Scientific Inc. is a research and development company dedicated to the advancement of the technology and science of medical implants headquartered in San Antonio, Texas, with operations in Fremont, California. Many years of deliberate, systematic research have led to a deeper understanding of the interaction of structured materials with biological fluids and tissues. This has allowed Palmaz Scientific not only to delve into the current frontiers of implantable medical devices but into developing fields such as tissue engineering, artificial and semi-artificial organ replacement, and interactive implantable devices.

Palmaz Scientific has developed technologically advanced techniques to fabricate a new generation of super materials. These efforts were the result of systematically studying the limitations of current implantable materials and the application of new technologies, many of which had to be adapted from areas of science not commonly found in the medical arena like microelectronics, energy and aerospace science.

Palmaz Scientific could commercialize its portfolio of patents first, through licensing and technology arrangements, and second through joint ventures and technology sharing agreements. Palmaz Scientific could also decide to manufacture its own products.

Impact of Technology on the Medical Device Industry

The science underlying medical therapeutics is rapidly changing toward faster, more effective and safer methods to cope with the ever-increasing demand. Palmaz Scientific is uniquely positioned to participate significantly in this changing medical environment. Palmaz Scientific believes that devices in the near future will be made with non-conventional methods with the incorporation of advanced computer interfaced, beam and vacuum technologies. This will address the need to push the current limits of conventional technology posed by material and structural failure. Conventional materials such as medical tubing and reductive manufacturing techniques like laser and electrochemical polishing have currently reached their limits.
Space-age materials and techniques produced at Palmaz Scientific have yielded surprisingly low-profile structures with mechanical performance equal or better than larger, bulkier counterparts. This is the result of producing highly ordered materials with optimized crystalline structures, homogeneity and freedom from contaminants commonly present in natural materials. These advanced materials exhibit superior physical performance parameters and greater resistance to environmental degradation when functioning as implants. Also, their bulk and surface homogeneity promote uniform cellular response and predictability in tissue interaction that translates into superior clinical results.

By achieving a new level of control in the material-tissue interaction Palmaz Scientific was introduced to new technological possibilities such as advanced submicroscopic designs optimized for cellular receptor interaction, incorporation of microfluidics, bio-sensing and microelectronics. Developing fields such as tissue engineering, stem cell lines and 3D cell printing, are expected to necessitate structural platforms made by advanced technologies such as the ones being develop by Palmaz Scientific.

Palmaz Scientific is part of the new generation of manufacturing methods currently known as sub-microscopic and nanotechnologies. Conventional raw materials and serial manufacturing by hand-made reductive techniques, are fraught with structural variability, material defects and poor yields. Instead, highly automated, computer interfaced manufacturing will constitute the new generation of platform technologies likely to re-define the future of medical intervention.

Potential Game Changing Intellectual Property Portfolio

A decade of research has resulted in an intellectual property portfolio of 256 issued U.S. and international patents and 182 active U.S. and international pending patent applications primarily from the following important discoveries:

· Biometals of high purity and ordered structure can be fabricated using physical vapor deposition.

· Thin and thick film PVD-based metals can be used to produce low profile implantable devices.

· Topographical patterns at the microscopic level can positively influence cell colonization of prosthetic surfaces.

Based on a deep understanding of tissue and blood interactions with metal surfaces at the atomic and molecular levels, Palmaz Scientific designed and engineered nanotechnology processes using Physical Vapor Deposition (“PVD”) and innovative nanotechnology designs to produce thin film metals of thickness as small as 5 microns (i.e. The approximate size of one blood cell) and as thick as 260 microns. The PVD process deposits layers of atoms on a substrate to produce durable, high purity thin film metals that can be formed into low profile implantable medical devices (i.e. widths smaller than 75 microns). In addition, a proprietary patented metal surface micro design has been found to accelerate the healing process of these implantable medical devices. This approach to implantable medical device structure is believed to be unique and a potential game changing technology platform for the future of implantable medical devices.

The Palmaz Nanotechnology Platform may benefit many potential applications such as:
· Thin Film Covered Stents
· Monolithic Thin Film Stents
· Implantable Bioreactor Platforms for Cell Lines
· Cancer Drug Delivery
· Vascular Drug Delivery (Bare Stents, Covered Stents, Grafts, Balloons)
· Valves (Heart, Venous)
· Surgical and Endovascular Patches
· Microsurgical Components
· Grafts (Peripheral, A/V, CABG)
· EPDs (Embolic Protection Devices)
· Occlusion Devices
· Bare Metal Stents
· Angioplasty Balloons
· Wires, Sheaths, Delivery Systems
· Cosmetic and Orthopedic Implants
· Erectile Dysfunction Indications
· Optical Devices
Commercialization Opportunities

Palmaz Scientific’s extensive intellectual property portfolio is the foundation for a technology platform with many potential implantable medical devices, including stents that address coronary, peripheral and intracranial indications as well as implantable devices in orthopedic and cosmetic prosthetic specialties. We believe that it is possible that any of these technologies could be commercialized independently by us or via collaborative relationships including opportunities for licensing and engineering services as well as possible equipment sales and/or contract manufacturing.

Palmaz Scientific’s Assets

Palmaz Scientific has developed a portfolio of assets critical to the development and manufacture of its revolutionary technology platform. These assets fall into a variety of categories, including:

· Patents, Patent Applications and Trademarks
· Significant intellectual capital, know-how and expertise in the design and manufacture of medical device implants using Palmaz Scientific patented Physical Vapor Deposition processes and methods
· Design and quality assurance test equipment
· Fully-outfitted manufacturing equipment for the design and testing of medical device implants
· Clinical data from a first in human study evaluation microgroove technology.

The assets of Palmaz Scientific will be sold in whole or substantially in whole (collectively, the “Palmaz Scientific Assets”). The sale of these assets is being conducted with the cooperation of Palmaz Scientific. Palmaz Scientific and its employees will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. Notwithstanding the foregoing, Palmaz Scientific should not be contacted directly without the prior consent of or Gerbsman Partners.

The Board of Directors of Palmaz Scientific has decided to maximize the value of Palmaz Scientific Assets through an orderly liquidation sale, which might include the use of section 363 of Title 11 of the United States Code to incentivize purchasers to maximize the amount bid for such assets

Pending Litigation

Chapter 11 Bankruptcy cases of Palmaz Scientific, Inc., Case No. 16-50552, Advanced Bio Prosthetic Surfaces, Ltd., Case No. 16-50555, ABPS Management, LLC, Case No. 16-50556, and ABPS Venture One, LTD, Case No. 16-50554, all pending in the Western District of Texas, San Antonio Division.

Harriman v. Palmaz Scientific, Inc., et al.; 134th Judicial District, Dallas County, Texas, Cause No. DC-15-12314

1. Plaintiff Susan E. Harriman has sued defendants Palmaz Scientific, Inc., Julio Cesar Palmaz, Steven Brett Solomon, Gary Zimpelman, John Asel, John Does 1-20 and Jane Does 1-20.

2. Defendants Palmaz Scientific, Inc., Julio Cesar Palmaz, Steven Brett Solomon have filed counterclaims against Susan E. Harriman for (1) Tortious Interference with Existing Contracts, (2) Tortious Interference with Prospective and Continuing Business Relations, (3) Defamation, and (4) Business Disparagement.

3. Defendant (as Third Party Plaintiff) Palmaz Scientific, Inc. has filed third-party claims against Alan Chesler, Ehrenberg Chesler Interests, LLC, Ehrenberg Chesler Securities, Inc., and IMS Securities, Inc. for (1) Tortious Interference with Existing Contracts, (2) Tortious Interference with Prospective and Continuing Business Relations, (3) Defamation, and (4) Business Disparagement.

4. Defendants Julio Cesar Palmaz and Steven Brett Solomon have filed third-party claims against Alan Chesler, Ehrenberg Chesler Interests, LLC, Ehrenberg Chesler Securities, Inc., and IMS Securities, Inc. for (1) Tortious Interference with Prospective and Continuing Business Relations, (2) Defamation, and (3) Business Disparagement.

Ehrenberg, et al. v. Palmaz Scientific, Inc., et al. 162nd Judicial District, Dallas County, Texas, Cause No. DC-15-11994

1. Plaintiffs Mildred V. Ehrenberg, Richard Benedikt, M.D., Arie Salzman, M.D., and Plant Family Investments Ltd. have sued defendants Palmaz Scientific, Inc., Steven B. Solomon and Julio Palmaz, M.D.

Advanced Bio Prosthetics Surfaces Ltd., et al. v Akin Gump Strauss Hauer & Feld, Baker Botts, L.L.P., and Cecil Schenker; 225th District Court, Bexar County Texas, Cause No. 2014-CI-16776

1. Plaintiffs Advanced Bio Prosthetic Surfaces, Ltd. ABPS Venture One, Ltd. ABPS Management, L.L.C., Palmaz Scientific, Inc., and Dr. Julio Palmaz have sued Akin Gump Strauss Hauer & Feld, L.L.P. Baker Botts, L.L.P., and Cecil Schenker for breach of fiduciary duty, fraud, and conspiracy.

Palmaz Scientific, Inc. v. Susan E. Harriman, United States District Court, Western District of Texas, San Antonio Division, Case No. 5:15-cv-734

1. Plaintiff Palmaz Scientific, Inc. sued defendant Susan E. Harriman for (1) Tortious Interference with Existing Contracts, (2) Tortious Interference with Prospective and Continuing Business Relations, (3) Defamation, and (4) Business Disparagement.

2. This action was dismissed without prejudice on October 7, 2015 for lack of subject matter jurisdiction

Palmaz Scientific, Inc. Key Personnel

Scott Carpenter — Senior Director for Research & Development,
More than 25 years in medical device development. Experience in the development of surgical tools, vascular stents and orthopedic implants. Co-author of Nitinol technical publications and inventor on 100+ US and worldwide patents

Palmaz Scientific, Inc. Board of Directors
Dr. Eugene A. Sprague, Director

Over 40 years as an investigator in the area of cardiovascular research with emphasis on arterial pathophysiology and vascular device development and currently holds the position of Professor of Cardiology in the Department of Medicine at the University of Texas Health Science Center at San Antonio.

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 Palmaz Scientific 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 Palmaz Scientific, Inc., Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and neither Palmaz Scientific nor Gerbsman Partners (or their respective, staff, agents, or attorneys) makes any representations as to the accuracy or completeness of the same.

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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Successful Acquisition of Medical Device Intellectual Property/Patents by Gerbsman Partners for a Coronary Vascular Medical Device Company

Posted in Uncategorized, tagged , , , , on September 28, 2015| Leave a Comment »

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San Francisco, September, 2015
Successful Acquisition of Medical Device Intellectual Property/Patents by Gerbsman Partners for a Coronary Vascular Medical Device Company
Steven R. Gerbsman, Principal of Gerbsman Partners, announced today his success in acquiring Intellectual Property/Patents in vascular technology for a coronary/vascular medical device company. The IP/Patents focus on an external support device for saphenous veins that is used as bypass conduits in coronary artery bypass grafting (CABG) surgery.

Gerbsman Partners provided Financial and Strategic Advisory leadership to its Client, facilitated the sale of the Intellectual Property/Patents and closing of the sale. Due to market conditions, Gerbsman Partners Client made the strategic decision to seek to acquire certain Intellectual Property/Patents. Gerbsman Partners provided leadership to the company with:

  1.  Business Consulting and Investment Banking domain expertise in developing the strategic action plans for the strategy to acquire Intellectual Property/ Patents;
  2. Proven domain expertise in acquiring and Intellectual Property/Patents;
  3. The ability to “Manage the Process” among Acquirers, Seller, Lawyers, and Management;
  4. Communications with the Client’s Board of Directors, senior management, sthe seller and parties 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 91 Technology, Medical Device, Life Science, Solar, Fuel Cell, Cyber/Data 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, Boston, New York, Washington, DC, McLean, VA, Europe and Israel.

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GERBSMAN PARTNERS
Phone: +1.415.456.0628
Email: steve@gerbsmanpartners.com
Web: www.gerbsmanpartners.com
BLOG of Intellectual Capital: blog.gerbsmanpartners.com

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September 2015 -Sale, Licence or Joint Venture of GreenEdge Technologies, Inc. proprietary Intellectual Property portfolio of Smart Home Automation Patents

Posted in Uncategorized, tagged , , , , , , on September 9, 2015| Leave a Comment »

Gerbsman Partners is seeking to identify a business partner in an Incubator or Accelerator operation for the sale, licensing or joint venture of GreenEdge Technologies, Inc.’s proprietary Intellectual Property portfolio of Smart Home Automation Patents.

SUMMARY OF HISTORICAL INFORMATION

1. Green Edge Technologies, Inc. was formed in 2012 to develop a disruptive smart home system that is universally affordable, wirelessly controlled, cost effective, secure, and easy to install and use. The Company raised $2.7m of capital from the founders and 8 outside investors. Leveraging more than 100 years of experience from wireless technology powerhouses including Motorola & Nokia, the Company’s experienced team produced 19 Patents (5 Patents issued and 14 Patent pending), Trademarks and Copyrights.

2. The Company initially focused on lighting, switches, and electrical outlet control and monitoring. The “EDGEhome” system is applicable to many household and commercial building systems and use cases beyond electricity. The system was built based on powerful, smart, yet low cost sensors and controls which enable household and building systems to have powerful and expansive measurement and control capabilities. Using this technology, residential or commercial/hospitality/industrial customers can not only enjoy savings, but piece-of-mind through automated and customized convenience and security features. The technology and end product potentially provides for healthy gross margins, due to low product acquisition cost, installation and service costs, with a recurring revenue model, based on demand-response, with premium and add-on features, as well as the marketing of big data. The company initially chose to target new residential construction and electrical retrofit (such as solar installers) where standard electricians are already on-site, dramatically reducing installation cost.

3. The founders of Green Edge collectively have over 30 years of experience at Motorola, and were able to recruit and tap into a broad network of wireless and consumer products experts. The company’s wireless protocol, smart devices, gateway/hub, cloud service, and user interface were developed with the same consumer orientation, wireless technology expertise, and consumer products know-how that made Motorola the worldwide cell phone and smart phone powerhouse that it was during the 90’s and 2000’s.

4. With their passion and experience, the team:
· developed two generations of smart switches, outlets, and lighting controls;

· achieved commercial traction and revenue in their primary go-to-market targets of new residential construction and solar system installers;

· formed a partnership with a major HVAC manufacturer;

· received awards from SxSW, Sustainable Brands, and notable media outlets;

· received UL & FCC approvals, secured volume manufacturing at a notable tier-1 manufacturer in China;

· filed 19 innovative patent applications of which 5 have already issued or been approved for issue.
5. The company’s “EDGEhome” system consisted of iOS and Android applications with user experience designed by the notable Magic+Might design firm in Chicago, a cloud service, an on-premises gateway/hub, a secure and robust wireless protocol, a low-power low-cost standalone transceiver/sensor/control module, and integrated wirelessly-communicating stylish smart electrical outlets and switches, and smart lighting control devices. This system is easily installed and configured by electricians, is robust and secure, and provides revolutionary sensing capability including room temperature sensing in every outlet, switch, and transceiver.

6. After achieving revenue in 2014 with its first-generation larger form factor products, the company developed its second-generation integrated outlets and switches during 2014 and was ready to ramp its second generation smart switches by late 2014 with UL approval in process for its second generation smart switches. In 4Q/2014 and 1Q/2015 the company was unable to secure the capital it needed to scale and in March 2015 the company’s Board of Directors decided to cease operations and seek a partner for the company’s intellectual property assets.

Strong Smart Home / Intelligent Electrical Device Patent Portfolio

EDGE home intellectual property operated in a high technology, competitive, and very innovative space. As such, EDGEhome successfully created an intellectual property portfolio of high quality, defensible, and differentiating intellectual property in the form of patents and trademarks. In fact, the Company believes that its patent 8,957,551 covering electronic tamper resistance (shock prevention for electrical outlets) is already being infringed upon by at least one US company.

EDGEhome’s intellectual property expert Bill Alberth was the second most patented person in Motorola history, and has over 140 patents issued. Under Bill’s leadership, the Company has enjoyed strong success with its patents including having its first patent issue in the USA within 14 months and enjoying multiple patents issued or being allowed for issue in the USA, with several office actions on others. All patent families are active.

Companies in the smart building and home automation space will recognize the innovation and significance in EDGEhome’s issued and allowed patents:

1. Patent 8,639,391 – enables electrical outlets to detect what is plugged in and controls it appropriately. This allows the outlet to only dim if something dimmable-safe is plugged in, for example. Any firm contemplating development of a smart controllable electrical outlet could well see offensive and defensive value from this patent. In the commercial, industrial, and hospitality space, this patent and EDGEhome’s smart outlets unique satisfy California Title-24 energy efficiency regulations that went into effect in summer 2014. These same regulations will gain significance nationally in the USA.

2. Patent 8,957,551 – covers electronic tamper resistance. With tamper resistant electrical outlets being mandated in residences by the USA National Electric Code, and with child safety being a key consumer concern, this patent is likely to have significant offensive and defensive value in the future. Today, mechanical shutters serve to implement tamper resistance in electrical outlets, but they are large, they add cost, and they frustrate many users. With smart outlets becoming commonplace over the next few years, electronic tamper resistance is predicted to become quite popular.

3. Allowed Patent 13/766,123 – patents methods that enable easy configuration and initialization of a smart home or smart building system. With ease of installation and use posing significant friction to adoption, this patent provides potential for a competitive advantage in the space.

4. Allowed Patent 13/830,420 – patents the ability for a switch to have different functionality based on household or user set conditions. Convenience and ease of use for consumers are keys for unlocking the mass market in smart home/smart building and IoT, and this patent enables unique features in that regard for smart electrical switches.

5. Allowed design patent 14/302,141 – enables an off-the-shelf Android Nexus 7 tablet to be used as a high gross margin wall-mounted tablet, using a beautiful and sleek bezel design. Using the bezel specified in this patent, consumers can enjoy the convenience of a sleek wall-mounted smart home/smart building control panel at a competitive retail price, while the company can enjoy high gross margins.

Since inception of the company in September 2012, the company has filed a total of 19 patent applications (17 utility, 2 design). In addition to the issued and allowed patents above, the company’s other 14 pending patents are all active and cover significant growth areas in the smart home/smart building and IoT space:
1. Associating switches with devices or outlets (Convenience)

2. Changing how switches operate based on context (Convenience, Intelligence)

3. Tracking energy costs individually for each occupant in a building (Energy Costs, Meter-less Billing)

4. Detecting unsafe wiring or electrical load conditions, mitigating them, and informing the consumer (Peace-of-Mind)

5. Determination of what types of loads are safely dimmable (Convenience, Peace-of-Mind)

6. Ease of installation and configuration (Convenience)

7. Physical design of company’s smart switch (Compact, modular)

8. Augmented reality for smart building monitoring and control (Convenience, Energy Savings)

9. Enhanced thermostat capabilities (Rich Temperature Profile of a House or Building)

10. On-device indicators (lights, etc) to provide information to installers & consumers (Convenience, Peace-of-Mind, Energy Savings)

All of these patents are active with continuations open or in-process on issued and allowed patents.

The Product that GreenEdge developed – a smart home user interface for cloud, hub, and devices

For consumers, the EDGEhome system provided cost-effective peace-of-mind, convenience, and energy saving capabilities that are unmatched by any competitive offerings. This complete system is turnkey and is installed and configured by DIY consumers or by standard electricians. The easily installed and feature-rich system competes well with and exceeds the features of most competitive offerings.

Acquirers active in or pursuing Smart Home, Smart Building, Home Automation, or IoT will find great value in EDGEhome’s proprietary Intellectual Property portfolio forsmart home/smart building devices and services as:

1. Mass-market enablers
2. Economical buy-vs-make opportunity
3. Quick path to market for new entrants
4. Technology boost for companies adding smart home or IoT to their portfolio
5. Fast-track to enable tailwinds and additional revenue: e.g. California Title-24 energy savings regulations, demand-response capabilities, powerful thermostat capabilities
6. Complete smart electrical solution – almost immediately add smart switches, outlets, and lighting controls to an existing smart home/smart building portfolio

EDGEhome’s complete system consists of intellectual property in the form of devices, user interface, cloud service, transceiver module, protocol, and hub.

Smart electrical devices with world-class energy monitoring, dimming capability, sensors (including room temperature at each device), and wireless control. Energy monitoring, device management, electrical switch re-assignment, scene creation and activation, weather, indoor/outdoor temperature, data gathering, telemetry, and more.

Cloud Service – Economical and reliable
· Securely bridges remote devices to the home’s automation network, if they have the right security credentials

· Collects usage data and telemetry

· Tracks deployed software versions on user’s devices

· Expandable

Wireless Transceiver Module – Small, inexpensive and low-power

· Integrate program memory and non-volatile data memory
· Sensor and control capability – runs from power supply or battery
· Encryption and full automation protocol to securely and easily join anything to the EDGEhome network
· Measures room temperature
· FCC approved – embeds into other devices

Secure Wireless Protocol for smart building/smart home applications – Reliable & designed by ex-Motorola experts
· 128 bit XTEA-CCM encryption
· Rich protocol with broadcast and directed messages with ACK/NAK and configurable retries
· Over-the-air software upgrades and non-volatile memory setting
· Any device can become a repeater/zone hub

Gateway hub – powerful, inexpensive, expandable
· Bridges IP/internet to EDGEhome automation network
· Manages initialization, operation, and health management of wireless automation network
· Uses inexpensive, readily available single-board Linux computer
· Securely allows authorized remote devices to access the network
· Updates software on any/all automation devices in the network
· Enables inter-operation with other protocols and platforms e.g. Z-Wave, Zigbee, Thread, HomeKit

Green Edge Technologies –Founders and Management Team

Scott Steele –Founder

Scott is a seasoned international product development leader and wireless technology expert. With over 23 years of experience, Scott has a track record of innovation, recruiting world-class teams, delighting customers, and delivering game-changing products.

As an entrepreneur, Scott founded EDGEhome (Green Edge Technologies, Inc), a smart home/Internet-of-Things (IoT) company and grew it from a powerful idea to an award-winning revenue-generating smart home system, grew the EDGEhome brand, developed business in multiple verticals, inked partnerships with electric utilities and Fortune-1000 companies, and ramped the product for volume manufacturing at the Tier-1 contract manufacturer in China. He took the elements that made smartphones a “must-have” item and applied them to the emerging smart home industry, giving consumers a turnkey system that is affordable, easy, and valuable to consumers.

Prior to EDGEhome, Scott was Senior Vice President leading engineering, product management, information technology and quality issurance for Edgewave, a notable internet security products company. At Edgewave, Scott rationalized the product portfolio, drove significant quality improvements, shortened product development cycles, and created an innovation team to develop a new cloud-based SaaS product line.

Scott’s 20 year career at Motorola began as a software engineer and ended as a Corporate Vice President leading Motorola’s $7b global smartphone and tablet portfolio. During his career Scott spent 4 years living in China & Korea and led over 1000 engineers developing dozens of smart phones, tablets, software features for customers worldwide, filed multiple wireless technology patent applications and had 4 patents issued, created industry-leading products including the first Android phone shipping China, Motorola’s first Wifi enabled phone, the RAZR family of products for Sprint, and Motorola’s first CDMA push-to-talk phone.

Scott holds a Bachelor’s Degree in Electrical Engineering and an MBA in marketing from the University of Illinois @ Urbana/Champaign. He and his family live in Poway, California.

Seang Chau –Founding Board Member

Seang is an experienced product development executive specializing in embedded, user facing, and cloud applications and services. He has been developing software for 22 years, starting in industrial data acquisition products before moving to the defense and telecommunications industry. Seang joined Green Edge Technologies, Inc. as a founding board member primarily focused on software solutions, including the primary tablet interface, mobile clients, and cloud service.

Seang is currently SVP, Software at Motorola Mobility where he leads development of software applications, experiences, and services. Prior to joining Motorola, he was GM, Mobile Development and Devices at Microsoft where he oversaw development of Lync and Skype applications for 200 million users across smartphones, tablets, Macs, consumer electronics, and wearables. Prior to joining Microsoft, Seang was Corporate Vice President and Chief Software Engineer at Motorola Mobility, where he led software development on numerous products, including the first 3G RAZR in North America, the first fully virtualized single processor Linux phone, and Motorola’s first Android phone. During this time, he also drove the advancement of Motorola’s open source and Linux efforts, evolving the UX, software development, test, build, and release process for modern smartphone platforms. He also drove the concept and development of Motorola’s context aware engine and Webtop application, further reinforcing his reputation as one of their top software leaders and visionaries. Earlier in his career, Seang developed avionics software for the F-22 Raptor and Cubic Defense System’s MILES tactical training system.

Seang has a B.S. in Computer Engineering from the University of California, San Diego and PLDA from Harvard Business School in Boston, MA. Seang lives with his family in Los Altos, CA.

Bill Alberth – Advisory Board

With more than 155 patents issued or pending, Bill is a leading innovator in the wireless communications field. He has over 25 years of experience in digital communications, RF systems engineering, digital signal processing and new technology introductions. Prior to EDGEhome, Bill was Mobile Devices Chief Technology Officer at Motorola where he is a member of Motorola’s Science Advisory Board.

Potential interested parties should contact the parties below for additional information regarding the sale, licensing or joint venture of the GreenEdge proprietary Intellectual Property portfolio of Smart Home Automation Patents.

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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