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Posts Tagged ‘Kenneth Hardesty’

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

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

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

About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies and their Intellectual Property. Since 2001, Gerbsman Partners has been involved in maximizing value for 98 technology, medical device, life science, solar, fuel cell, cyber  security, consumer and digital marketing companies and their Intellectual Property and has restructured/terminated over $810 million of real estate executory contracts and equipment lease/sub-debt obligations. Since inception in 1980, Gerbsman Partners has been involved in over $2.3 billion of financings, restructurings and M&A transactions.

Gerbsman Partners has offices and strategic alliances in San Francisco, Orange County, Boston, New York, Washington, DC, McLean, VA, Europe and Israel.

email – steve@gerbsmanpartners.com

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Sale of intellectual property asset mcTMS

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

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

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

IMPORTANT LEGAL NOTICE:

The information in this memorandum does not constitute the whole or any part of an offer or a contract.

The information contained in this memorandum relating to the RGN’s Asset (as defined herein) has been supplied by RGN. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.

Gerbsman Partners, and their respective staff, agents, and attorneys, (i) disclaim any and all implied warranties concerning the truth, accuracy, and completeness of any information provided in connection herewith and (ii) do not accept liability for the information, including that contained in this memorandum, whether that liability arises by reasons of RGN’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the RGN Asset will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either expressed or implied, of any kind, nature, or type whatsoever from, or on behalf of RGN and Gerbsman Partners. Without limiting the generality of the foregoing, RGN and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the RGN Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent. This memorandum and the information contained herein are subject to the Confidential Disclosure Agreement attached hereto as Appendix A.
Company Profile
Rio Grande Neurosciences, Inc. (RGN), a Santa Fe, New Mexico based medical device company, has developed a suite of non-invasive brain stimulation (NIBS) technologies for use in treating neurological and psychiatric conditions and enhancing cognitive performance. The NIBS technologies, also called electroceuticalsTM, include a multicoil transcranial magnetic stimulation (mcTMS) device.

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

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

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

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

mcTMS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Bidding Process for Interested Buyers
Interested and qualified parties will be expected to sign a Confidential Disclosure Agreement (attached hereto as Appendix B) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the RGN Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and Gerbsman Partners (and their respective staff, agents, or attorneys) do not make any representations as to the accuracy or completeness of the same.

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the RGN Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Tuesday April 18, 2017 at 3:00pm Pacific Standard Time (the “Bid Deadline”) at 211 Laurel Grove Avenue, Kentfield, CA 94904. Please also email steve@gerbsmanpartners.com with any bid.

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase. All bids must be accompanied by a refundable deposit in the amount of $200,000 (payable Rio Grande Neurosciences, Inc.). The wiring instructions for the deposit will be sent at a later date. The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by RGN’s counsel. Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.

RGN reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale. Interested parties should understand that it is expected that the highest and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

RGN will require the successful bidder to close within a 7 day period. Any or all of the assets of RGN will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the RGN Assets shall be the sole responsibility of the successful bidder and shall be paid to RGN at the closing of each transaction.

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

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

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

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

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

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

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

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

3. Data Room due diligence index.

4. Issued Patent List

5. Updated NDA required for confidential due diligence

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

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

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

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

IIMPORTANT LEGAL NOTICE:
The information in this memorandum does not constitute the whole or any part of an offer or a contract.

The information contained in this memorandum relating to Integrated’s Assets (as defined herein) has been supplied by Integrated. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.

Gerbsman Partners, and their respective staff, agents, and attorneys, (i) disclaim any and all implied warranties concerning the truth, accuracy, and completeness of any information provided in connection herewith and (ii) do not accept liability for the information, including that contained in this memorandum, whether that liability arises by reasons of Integrated’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Integrated Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either expressed or implied, of any kind, nature, or type whatsoever from, or on behalf of Integrated and Gerbsman Partners. Without limiting the generality of the foregoing, Integrated and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Integrated Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent. This memorandum and the information contained herein are subject to the Confidential Disclosure Agreement attached hereto as Appendix A.

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a Confidential Disclosure Agreement (attached hereto as Appendix A) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the Integrated Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and Gerbsman Partners (and their respective staff, agents, or attorneys) do not make any representations as to the accuracy or completeness of the same.

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Integrated Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Tuesday, March 21, 2017 at 5:00pm Central Daylight Time (the “Bid Deadline”) at 211 Laurel Grove Avenue, Kentfield, CA 94904. Please also email steve@gerbsmanpartners.com with any bid.

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

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

Integrated reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale. Interested parties should understand that it is expected that the highest and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

Integrated will require the successful bidder to close within a 7-day period. Any or all of the assets of Integrated will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the Integrated Assets shall be the sole responsibility of the successful bidder and shall be paid to Integrated at the closing of each transaction.

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

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

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

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

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

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

2. the “Promed Patent Portfolio”

3. an updated “NDA” (Exhibit A)

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

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

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

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

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

IMPORTANT LEGAL NOTICE

The information in this memorandum does not constitute the whole or any part of an offer or a contract.

The information contained in this memorandum relating to Promed’s Assets has been supplied by Promed. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.

Gerbsman Partners, and their respective staff, agents, and attorneys, (i) disclaim any and all implied warranties concerning the truth, accuracy, and completeness of any information provided in connection herewith and (ii) do not accept liability for the information, including that contained in this memorandum, whether that liability arises by reasons of Promed’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Promed Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either express or implied, of any kind, nature, or type whatsoever from, or on behalf of Promed and Gerbsman Partners. Without limiting the generality of the foregoing, Promed and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Promed Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent. This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a Confidential Disclosure Agreement (attached hereto as Appendix A) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the Promed Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and Gerbsman Partners (and their respective staff, agents, or attorneys) do not make any representations as to the accuracy or completeness of the same.

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Promed Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Thursday, March 16, 2017 at 3:00pm Pacific Standard Time (the “Bid Deadline”) at 211 Laurel Grove Avenue, Kentfield, CA 94904. Please also email steve@gerbsmanpartners.com with any bid.

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

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase. All bids must be accompanied by a refundable deposit in the amount of $200,000. The deposit should be wired to an escrow agent who will be outlined in the next update. The winning bidder will be notified within 3 business days of the Bid Deadline. Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.

Promed reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale. Interested parties should understand that it is expected that the highest and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

Promed will require the successful bidder to close within a 7 day period. Any or all of the assets of Promed will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the Promed Assets shall be the sole responsibility of the successful bidder and shall be paid to Pormed at the closing of each transaction.

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

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

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

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

Read Full Post »

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

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

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

2. Data Room due diligence index.

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

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

4. Issued Patent List

5. Updated NDA required for confidential due diligence

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

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

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

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

IIMPORTANT LEGAL NOTICE:
The information in this memorandum does not constitute the whole or any part of an offer or a contract.

The information contained in this memorandum relating to Integrated’s Assets (as defined herein) has been supplied by Integrated. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.

Gerbsman Partners, and their respective staff, agents, and attorneys, (i) disclaim any and all implied warranties concerning the truth, accuracy, and completeness of any information provided in connection herewith and (ii) do not accept liability for the information, including that contained in this memorandum, whether that liability arises by reasons of Integrated’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Integrated Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either expressed or implied, of any kind, nature, or type whatsoever from, or on behalf of Integrated and Gerbsman Partners. Without limiting the generality of the foregoing, Integrated and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Integrated Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent. This memorandum and the information contained herein are subject to the Confidential Disclosure Agreement attached hereto as Appendix A.

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a Confidential Disclosure Agreement (attached hereto as Appendix A) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the Integrated Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and Gerbsman Partners (and their respective staff, agents, or attorneys) do not make any representations as to the accuracy or completeness of the same.

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Integrated Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Tuesday, March 21, 2017 at 5:00pm Central Daylight Time (the “Bid Deadline”) at 211 Laurel Grove Avenue, Kentfield, CA 94904. Please also email steve@gerbsmanpartners.com with any bid.

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

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

Integrated reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale. Interested parties should understand that it is expected that the highest and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

Integrated will require the successful bidder to close within a 7-day period. Any or all of the assets of Integrated will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the Integrated Assets shall be the sole responsibility of the successful bidder and shall be paid to Integrated at the closing of each transaction.

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

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

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

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

Further to Gerbsman Partners previous sales letter of February 15, 2017 regarding the sale of certain assets of Integrated Surgical LLC (“Integrated”), I am attaching, Exhibit A, NDA, the IP Patent portfolio summary and an Integrated Surgical Product detail power point (zip file)” for interested parties bidding on the assets and IP of Integrated.

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

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

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

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

IIMPORTANT LEGAL NOTICE:
The information in this memorandum does not constitute the whole or any part of an offer or a contract.

The information contained in this memorandum relating to Integrated’s Assets (as defined herein) has been supplied by Integrated. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.

Gerbsman Partners, and their respective staff, agents, and attorneys, (i) disclaim any and all implied warranties concerning the truth, accuracy, and completeness of any information provided in connection herewith and (ii) do not accept liability for the information, including that contained in this memorandum, whether that liability arises by reasons of Integrated’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Integrated Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either expressed or implied, of any kind, nature, or type whatsoever from, or on behalf of Integrated and Gerbsman Partners. Without limiting the generality of the foregoing, Integrated and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Integrated Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent. This memorandum and the information contained herein are subject to the Confidential Disclosure Agreement attached hereto as Appendix A.

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a Confidential Disclosure Agreement (attached hereto as Appendix A) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the Integrated Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and Gerbsman Partners (and their respective staff, agents, or attorneys) do not make any representations as to the accuracy or completeness of the same.

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Integrated Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Tuesday, March 21, 2017 at 5:00pm Central Daylight Time (the “Bid Deadline”) at 211 Laurel Grove Avenue, Kentfield, CA 94904. Please also email steve@gerbsmanpartners.com with any bid.

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

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

Integrated reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale. Interested parties should understand that it is expected that the highest and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

Integrated will require the successful bidder to close within a 7-day period. Any or all of the assets of Integrated will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the Integrated Assets shall be the sole responsibility of the successful bidder and shall be paid to Integrated at the closing of each transaction.

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

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

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

Read Full Post »

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SALE OF INTEGRATED SURGICAL LLC

Gerbsman Partners has been retained by Integrated Surgical LLC (“Integrated”) to solicit interest for the acquisition of all, or substantially all of, Integrated’s assets.

Integrated is a privately held medical device development company headquartered in Palo Alto, California, that has developed a family of devices to revolutionize the evacuation of smoke and fluid from the surgical field.

Over the past three years the founding partners of Integrated have contributed over $1,500,000 in equity and loans and approximately $900,000 from investors, many of whom are medical doctors who understand the unmet clinical need addressed by Integrated’s technology.

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 Integrated’s Assets (as defined herein) has been supplied by Integrated. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.

Gerbsman Partners, and their respective staff, agents, and attorneys, (i) disclaim any and all implied warranties concerning the truth, accuracy, and completeness of any information provided in connection herewith and (ii) do not accept liability for the information, including that contained in this memorandum, whether that liability arises by reasons of Integrated’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the Integrated Assets will be made on an “as-is,” “where-is,” and “with all faults” basis, without any warranties, representations, or guarantees, either expressed or implied, of any kind, nature, or type whatsoever from, or on behalf of Integrated and Gerbsman Partners. Without limiting the generality of the foregoing, Integrated and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Integrated Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent. This memorandum and the information contained herein are subject to the Confidential Disclosure Agreement attached hereto as Appendix A.

Company Profile

Integrated is a privately held medical device development company headquartered in Palo Alto, California that is committed to addressing unmet clinical needs in surgery with innovative technologies. Integrated’s core, patented technologies revolutionize the evacuation of smoke and fluid from the surgical field. Integrated has developed a family of novel, one-time use products that have low manufacturing costs while delivering improved performance over existing devices. All of Integrated’s devices integrate seamlessly with current or workflow and industry leading devices as either stand-alone technologies or utilized together to deliver truly effective smoke and fluid evacuation.

Over the past three years the founding partners of Integrated have contributed over $1,500,000 in equity and loans and approximately $900,000 from investors, many of whom are medical doctors who understand the unmet clinical need addressed by Integrated’s technology.

Integrated has developed, prototyped, and broadly patented a family of devices.

• Integrated’s Fully Integrated Retractable Suction Technology (“FIRST”) evacuates both surgical smoke and fluid with a single device that works with industry leading electronic surgical pencils (“ESPs”).

• Integrated’s Pressurized Ultralight Liquid Smoke Evacuator (“PULSE”) technology is a disruptive stand-alone device for smoke filtration and fluid suction. Separation of evacuated substances is handled by Integrated’s Smoke Liquid Separator (“SLS”) technology.

• Integrated has 5 issued US patents, 14 pending US non-provisional patent applications, 2 pending PCT applications, and 2 pending US provisional patent applications.

The current patent portfolio represents an array of different claims including US claims directed to embodiments of Integrated’s suite of surgical products, the FIRST, PULSE, and SLS. Further included are PCT applications directed to each of the FIRST, PULSE, and SLS technologies, as well as provisional patent applications directed to additional embodiments and improvements to the PULSE technology.

Integrated believes its assets are attractive for a number of reasons:

1. Integrated’s intellectual property, which consists of 5 issued US patents, 14 pending US non-provisional patent applications, 2 pending PCT applications, and 2 pending US provisional patent applications. The current patent portfolio represents an array of different claims including US claims directed to embodiments of Integrated’s suite of surgical products, the FIRST, PULSE, and SLS. Further included are PCT applications directed to each of the FIRST, PULSE, and SLS technologies, as well as provisional patent applications directed to additional embodiments and improvements to the PULSE technology. (See Intellectual Property documents).

2. There is a brief timeline to have the products ready for full commercialization with clear 510(k) pathway to FDA approval for the FIRST and PULSE. The SLS is 510(k) exempt. Including a 3 month FDA submission review time, the FIRST is expect to be approved within 12 to 18 months and the PULSE between 5 to 9 months. (See Intellectual Property documents).

3. With a total investment of approximately $525,000 to $740,000, the buyer of the technology should be able obtain FDA approval for the FIRST and the PULSE and the device family should be ready for sale to the end user at a high value. (See FDA Regulatory Outline) (See Draft Valuation)

4. While the FIRST is an evolutionary product, the PULSE is a very disruptive technology as it changes the paradigm for operating room suction devices with superior performance with respect to sound generation and efficiency at a low cost in a large market with considerable demand. (See Integrated Surgical – Preliminary Overview Document)

5. Leading KOLs have stressed the importance of surgical smoke as toxic and carcinogenic. They agree there is a need for safe and effective smoke evacuation for the surgical patient and staff. Several surgeons who have seen and handled the Integrated devices are enthusiastic about the ergonomics and performance, noting that they are better than the predicate devices. They highlighted specific surgical applications where the Integrated devices would be especially advantageous, such as breast, hepatobiliary, colorectal and plastics procedures. Also, the ESP, when used with the FIRST appeared to create less thermal damage to tissue than with the ESP alone. (See KOL Statements)

6. Integrated’s product family uniquely removes smoke and fluid from the surgical field, are used in a very large market, and the devices would fit very well in an end-user’s product group. (See Non-Confidential Slide Deck).

7. In a world with increasing emphasis placed on value for hospital systems, the Integrated product family offers a low-cost and effective way to prevent the harmful effects of surgical smoke and improve outcomes for patients in terms of operating times and less exposure to harmful substances.

Impact of Technology on the Market

Integrated has a 12-18 month timeline to have the products ready for full commercialization with clear FDA approval through a 510(k) pathway.

The global medical device market was $96.4 billion in 2012, with a CAGR estimated at 3.6% between 2014-2019. Surgical instruments alone made up 19% of the market in 2014. The ESP market in the United States exceeded $1 billion in 2014 with an anticipated increase in sales of $370 million by 2016. Hospitals were the highest consumers in this market at 30.2%. There are an estimated 51 million inpatient surgical procedures requiring general anesthesia performed annually in the United States. This statistic does not include procedures performed on an outpatient basis, such as the 1.5 million cosmetic surgeries performed annually by plastic surgeons. Additionally, there are many surgical procedures performed in other fields, such as dentistry, oral surgery, and veterinary surgery. Doctors in these fields commonly rely on the use of electrosurgery in their practices.

In an investor presentation by ConMed in 2011, the electrosurgical market was estimated to be worth $2.6 billion. This industry will likely be worth $4 billion by 2019 with a CAGR of 5.9%, implying a current market size of around $3 billion. Based on the dominance of the two key players in the market (with ConMed and Covidien holding joint market share of around 80%) and anticipated regulation with regards to smoke evacuation in operating rooms, the total anticipated market share of this technology should reach 25% of the total ESP market. Revenues generated by Covidien’s Energy Device Segment were approximately $2.336 billion and $2.476 billion in 2012 and 2013, respectively. It is safe to assume 50% of sales in this segment represented sales of electrosurgical products. Compared with the total market, this represents approximately 43% of the total market. Of this, an estimated 50% of Covidien’s products could utilize the technology developed by Integrated.

There are several key players in the space of smoke evacuation. ConMed has marketed a smoke evacuating accessory for existing ESPs that uses heavyweight corrugated tubing attached to a separate smoke evacuation system. This device has not been widely adopted likely because the device is unwieldy for surgeons. Poor ergonomics are mainly due to the large diameter and weight of the tubing that requires an evacuator system with higher capture velocity and a concomitant increase in noise. Covidien has developed a similar product family for smoke evacuation. Neither the ConMed or Covidien products include fluid suction and resultantly they are not suitable for direct comparisons to Integrated’s products as a competitive product.

Medtronic sells a family of PEAK PlasmaBlade products that do not use electrocautery, but do evacuate surgical smoke and fluid. The Medtronic system is intended to replace existing ESPs but comes with a cost that is approximately 30 times that of and ESP at a time when drastic efforts are being undertaken to reduce the overall cost of healthcare delivery. The adoption of Medtronic’s expensive PEAK PlasmaBlade system has been limited. Low cost options for fluid suction include various types of simple tubing and canister systems, along with different suction tips. The main complaint from surgeons about these products includes the weak suction strength and the impeded visualization that results from an additional device in the surgical field. Fluid suction is also loud which can impair the surgeon’s ability to adequately communicate with other surgical staff. Issues with cost, noise, and suction performance are all addressed with Integrated’s product platform.

In 12 to 18 months Integrated’s lead product can be ready for full commercial production through work with Starfish Product Engineering and Dr. Leeflang to achieve device optimization and regulatory consultants, including WSGR, for FDA regulatory documentation. The cost for this work should not exceed $340k-360k.

Intellectual Property Summary

Integrated has a unique intellectual property portfolio for addressing both smoke and fluid evacuation from the surgical field. At present, Integrated has 5 issued US patents, 14 pending US non-provisional patent applications, 3 pending PCT applications, and 2 pending US provisional patent applications.

The current patent portfolio represents an array of different claims including US claims directed to embodiments of Integrated’s suite of surgical products, the FIRST, the PULSE, and the SLS. Further included are PCT applications direct to each of the FIRST, the PULSE, and the SLS technologies, as well as provisional patent applications directed to additional embodiments and improvements to the PULSE technology.

Integrated’s Assets

Integrated has developed a technology portfolio that delivers a product platform for addressing smoke and fluid evacuation from the surgical field. These assets fall into a variety of categories, including:

1. Integrated has 5 issued US patents, 14 pending US non-provisional patent applications, 3 pending PCT applications, and 2 pending US provisional patent applications. (See Intellectual Property Summaries).

2. Significant intellectual capital in device family design, development, and manufacturing

3. Preliminary analysis of the FIRST design using computational fluid dynamics (“CFD”) showed effective capture and evacuation of surgical smoke. Bench top testing revealed the FIRST and PULSE POC prototypes surpassed current standards and the leading devices in terms of total smoke capture and secondary capture with reduced noise. These devices were preferred by surgeons during animal trials in a mock surgical environment as opposed to leading devices, with improved performance, ergonomics and noise levels. The addition of the SLS further improved efficiency of the FIRST and PULSE.

4. One set of prototypes for the FIRST, PULSE, and SLS.

5. Several team members are also available for ongoing consulting.

6. Clear 510(k) pathway for the FIRST and PULSE technologies while the SLS is 501(k) exempt. (See Intellectual Property documents).

7. Technology addressing unmet clinical need large market. (See Non-Confidential Slide Deck).
The assets of Integrated will be sold in whole or in part (collectively, the “Integrated Assets”). The sale of these assets is being conducted with the cooperation of Integrated. Integrated and its employees will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. Several team members are also available for consulting going forward. Notwithstanding the foregoing, Integrated should not be contacted directly without the prior consent of Gerbsman Partners.

Milestones

Integrated Assets should be ready for purchase by an end user within 12-18 months of purchase with an anticipated budget of between $525,000 to $740,000. Under these circumstances, all three technologies, the FIRST and PULSE should have FDA 510(k) approval and all three devices should be ready for commercialization.
Management

Michael Edward Breede – CEO

Elisabeth J. Leeflang, M.D. – CMO

Noah M. Minskoff, M.D. – CSO and COO

Alan A. Moss – CFO

Dr. Hobart Harris, M.D., M.P.H. (UCSF Professor and Chief, Division of General Surgery, Vice-Chair, Department of Surgery, J. Engelbert Dunphy Endowed Chair in Surgery, Director, Infection, Injury & Immunity Lab) – KOL, Medical Science Liaison, and Co-Principal Investigator

Wilson Sonsini Goodrich & Rosati – legal advisor to technology and partner

Starfish Product Engineering – design, development, and manufacturing

Cuddy & Feder – legal advisor on corporate matters

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a Confidential Disclosure Agreement (attached hereto as Appendix A) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the Integrated Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and Gerbsman Partners (and their respective staff, agents, or attorneys) do not make any representations as to the accuracy or completeness of the same.

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Integrated Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Tuesday, March 22, 2017 at 5:00pm Central Daylight Time (the “Bid Deadline”) at 211 Laurel Grove Avenue, Kentfield, CA 94904. Please also email steve@gerbsmanpartners.com with any bid.

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

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

Integrated reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale. Interested parties should understand that it is expected that the highest and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

Integrated will require the successful bidder to close within a 7-day period. Any or all of the assets of Integrated will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the Integrated Assets shall be the sole responsibility of the successful bidder and shall be paid to Integrated at the closing of each transaction.

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

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

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

Read Full Post »

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