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Posts Tagged ‘Kenneth Hardesty’

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

Posted in Uncategorized, tagged , , , , , on July 5, 2016| Leave a Comment »

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

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

The Gerbsman Partners team will be following up to review the Bidding Process, schedule due diligence meetings and answer any questions regarding the “Date Certain M&A Process”.

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

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

Prior to the bid date of July 29, 2016, I will be sending out a draft Asset Purchase Agreement, “APA”, wire transfer instructions for the refundable deposit and a detail asset listing for the “APA”.

IMPORTANT LEGAL NOTICE

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

The information contained in this memorandum relating to Nuvesse assets has been supplied by Nuvesse. It has not been independently investigated or verified by Gerbsman Partners or its agents.

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

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

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

This memorandum contains confidential information and is not to be supplied to any person without Gerbsman Partners’ prior consent. This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.
The Bidding Process for Interested Buyers
Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the Uptake Medical Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and Gerbsman Partners (and their respective, staff, agents, or attorneys) do not make any representations as to the accuracy or completeness of the same.

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Nuvesse Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, July 29, 2016, 3:00pm Pacific Standard Time (the “Bid Deadline”) at Nuvesse Skin Therapies, 20980 Redwood Road #100, Castro Valley, CA 94546. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way. The attached Nuvesse Fixed Asset Schedule may not be complete and Bidders interested in the Manufacturing and/or Fill Finish Equipment must submit a separate bid for such assets. Be specific as to the assets desired.

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable. All bids must be accompanied by a refundable deposit check in the amount of $200,000 (payable to Nuvesse Skin Therapies). The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them. Nuvesse reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.

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

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

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

Steven R. Gerbsman
steve@gerbsmanpartners.com

Kenneth Hardesty
ken@gerbsmanpartners.com

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Gerbsman Partners – Date-Certain M&A of Compliance and Process Manufacturing Analytics Company with World-Class Clients

Posted in Uncategorized, tagged , , , , , , , on May 5, 2016| Leave a Comment »

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Date-Certain M&A of Compliance and Process Manufacturing Analytics Company with World-Class Clients

Vigilisitcs, Inc., a leading manufacturing analytics software company, has retained Gerbsman Partners to solicit interest for the acquisition of all, or substantially all of, the Vigilsitics’ assets, including its intellectual property. Incorporated in 2005, Vigilistics is a privately held company located in California that provides compliance and data analytics solutions to the food processing industry. The business operates under a recurring revenue model, is generating revenue from some of the largest and most prominent food and beverage (F&B) processing companies in North America, including recent new wins of F&B Top 50 customers, and it is poised for expansion.

Vigilistics drives quality, profitability and sustainability for F&B processors, with affordable software solutions for monitoring, analyzing and reporting process operations.

Vigilistics’ FDA-validated software helps some of the largest food and beverage processors in the world — including Nestle, Kroger, Dean Foods, Leprino, and more — to drive quality, profitability and sustainability. With over 180 facilities in the United States, Vigilistics’ existing customers represent an opportunity of more than $15 million in annual revenue, which is just 1% of the total market

The sale is being conducted with the cooperation of Vigilistics. Vigilistics and its employees will be available to assist the purchasers with due diligence and assist with a prompt and efficient transition.

 

For additional information, please contact Gerbsman Partners for Vigilistics May 2016 pdf – detail sales letter, plus summary of 4 patents and NDA.

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

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.
Background

Incorporated in 2005, Vigilistics, Inc. is a privately held company located in southern California that has raised over $11 million in venture capital. Vigilistics is leading the ‘big data’ revolution in food and beverage processing, with patented software solutions that monitor, record and analyze the huge volumes of hard-to-reach process data, to deliver actionable real-time intelligence to managers.

Vigilistics’ FDA-validated software helps some of the largest food and beverage processors in the world — including Nestle, Kroger, Dean Foods, Leprino, and more — to operate more efficiently and effectively. With over 180 facilities in the United States, existing customers represent an opportunity of more than $15 million in annual revenue, which is just 1% of the total worldwide market.

Vigilistics’ assets are attractive for a number of reasons:

· Multi-billion-dollar market
· Four US patents issued
· FDA-validated software (FDA.gov link to letter)
· Product ‘portfolio’ on top of common platform, with modules for collection and analysis of process data from virtually every area of the manufacturing facility
· Privately held, venture backed company, over $8 million invested in technology
· Three complete solutions now generating revenue at eight world-class food and beverage customers, including Nestle, Alta Dena, Leprino, Kroger, and Rich Products Corp.
· Traceability solution (the ‘killer app’) currently in alpha testing
· SaaS recurring revenue model
· Generating revenue
· Opportunity for significant ‘organic growth’ and recurring revenue at existing customers: $8m – $12m annual (potential)
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 Kevin Berggren, Attorney at Law, Stradling, Yocca, Carlson & Rauth, P.C.,4365 Executive Drive, Suite 1500, San Diego, CA 92121. The deposit will be held in trust by Company’s counsel. 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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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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Successful “Date Certain M&A” of Raydiance, Inc., its Assets and Intellectual Property -Gerbsman Partners

Posted in "Date Certain M&A Process", Blog of Intellectual Capital, Board Of Intellectual Capital, Date Certain M&A, Distressed Intellectual Property, Distressed IP, Inetellectual Property, Intellectual capital, Investments, Steven R. Gerbsman, Technology, tagged , , , , on July 27, 2015| Leave a Comment »

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San Francisco, July, 2015
Successful “Date Certain M&A” of Raydiance, Inc., its Assets and Intellectual Property
Steven R. Gerbsman, Principal of Gerbsman Partners, Kenneth Hardesty and James Skelton, members of Gerbsman Partners Board of Intellectual Capital, announced today their success in maximizing stakeholder value for a venture capital and venture lending backed manufacturer of precision solutions enabled by femtosecond laser technology.

Gerbsman Partners provided Crisis Management and Investment Banking leadership, facilitated the sale of the business unit’s assets and its associated Intellectual Property. Due to market conditions, the board of directors made the strategic decision to maximize the value of the business unit and Intellectual Property. Gerbsman Partners provided leadership to the company with:

1.  Crisis Management and technology domain expertise in developing the strategic action plans for maximizing value of the business unit, Intellectual Property and assets;
2.  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.  The ability to Communicate with the Board of Directors, senior management, senior lender, 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 89 Technology, Medical Device, Life Science, Solar; Digital Marketing and Social Commerce and Fuel Cell 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, restructuring and M&A transactions.

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

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

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7/22 Update -“Date Certain M&A” and “Advantages of EDGEhome/Green Edge Technologies Intellectual Property/Patents for the Home Automation market”

Posted in Uncategorized, tagged , , , , , on July 22, 2015| Leave a Comment »

Good afternoon.

The Gerbsman Partners team will be following up this week and next week with all potential interested parties to review and discuss the “Bidding Process” for the Assets and IP/Patents of GreenEdge Technologies.

Bids are due on or before Friday, July 31, 2015. Per below, the Asset Purchase Agreement (“APA”) is attached and we encourage all interested parties to review the APA with their counsel and with counsel to GreenEdge, Robert O’Connor, Esq.

Subject to a signed NDA, Gerbsman Partners will make the GreenEdge due diligence room available to interested parties.

The Gerbsman Partners team looks forward to assisting you in the Bidding Process.

The Update to the Bidding Process for “EDGEhome/GreenEdge Technologies – Patent & Product Competitive Advantages ” and “Asset Purchase Agreement”

Further to Gerbsman Partners previous e-mails and sales letter of June & July, 2015, regarding the sale of certain assets of GreenEdge Technologies, Inc., (GreenEdge), GreenEdge has outlined below the “advantages of why companies in the home automation market should be reviewing and acquiring the GreenEdge IP/Patents.

I also attach the form of agreement (“APA”) that we will be requesting the bidders for certain Assets and Intellectual Property of GreenEdge execute and deliver in connection with such transaction. The GreenEdge Assets have been previously supplied, as outlined in the GreenEdge sales letter.

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

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

Prior to the bid date of July 31, 2015., I would encourage all interested parties to have their counsel speak with Robert O’Connor, Esq. of Wilson Sonsini. He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA. 415 947 2099 office, 415 279 6579 cell roconnor@wsgr.com

 

“Advantages of why companies in the home automation market should be reviewing and acquiring the GreenEdge IP/Patents”

1) If you are a company with legacy/low tech products and you want to make smart products, you will be interested in EDGEhome’s assets because:
EDGEhome’s patents will give you offensive and defensive smart home/IoT IP opportunities
EDGEhome’s mature iOS and Android user interface and cloud service give you a fast track to market with excellent usability and rich features
EDGEhome’s wireless transceiver module allows you to quickly make almost any device smart
If you make regular lighting / switch / outlet devices and you need smart devices, or if you want to go in this direction but you don’t have these devices, EDGEhome allows you to quickly and efficiently deliver them to market without developing them yoursel
2) If you are a company that makes smart switches, lighting controls, and/or outlets, or you are a company that wants to develop these types of devices, you would be interested in EDGEhome’s assets because:
EDGEhome’s patents protect valuable use cases including electronic tamper-resistant outlets, dimmable outlets, and outlets that intelligently switch things off to save electricity. These provide a potential significant royalty generation opportunity, and significant defense against litigious competitors in the smart home / home automation / IoT marketplace.
EDGEhome’s devices all measure electricity usage point-by-point and control individual outlet plugs individually, enabling energy monitoring and energy savings in a compact package
California Title 24 compliance for plug-load intelligent control provides powerful and valuable use cases for commercial, hotel, and industrial customers in California and beyond
EDGEhome’s devices are designed to be low cost with high capability, giving you a potential cost advantage and opportunity for high gross margins
3) If you are a large, established home automation system provider, you will be interested in EDGEhome’s assets because:
EDGEhome’s patents provide offensive and defensive opportunities and potential royalties versus other established competitors in the home automation space, including historically litigious competitors. Patents protecting electronic tamper resistance for electrical outlets, dimmable outlets, and outlets that control plugs individually will be of particular interest.
EDGEhome’s market-tested, complete, turnkey, electrician installed, cost-effective, and extensible smart home system gives you an instant mid-tier offering that opens up the mass market and base-feature opportunity in new homes, without cannibalizing your established brand.
EDGEhome can easily inter-operate with your existing systems and devices.
EDGEhome’s energy monitoring and point-by-point control gives you the opportunity to get demand-response revenue from electric utilities, revenue from big-data, and California Title-24 compliance required for businesses, hotels, and industrial buildings.
4) If you are an established consumer electronics manufacturer who has not yet delivered a smart home / IoT system, you will be interested in EDGEhome’s IP because:
EDGEhome’s patents give you offensive and defensive smart home / IoT capabilities to slow competitor actions, to deliver unique capabilities, to defend yourself against smart home competitors with a larger patent portfolio, and to generate revenue from royalties
EDGEhome’s turnkey, complete, easy to use, and extensible system can jump-start your entry into the smart home / smart building market without having to develop the system and devices yourself
EDGEhome’s modular transceiver allows you to quickly integrate your devices into the system
EDGEhome’s temperature, energy usage, and voltage/current waveform sensors enable powerful use cases of safety & security and convenience when coupled with your existing devices
5) If you are an existing smart device provider, and you want to deploy a system or want to add smart lighting and electrical devices to your portfolio, you will be interested in EDGEhome because:
EDGEhome’s smart lighting controls, smart switches, and smart outlets allow you to quickly deploy a powerful, energy monitoring, extensible, desirable, and cost effective lighting/outlet system which puts powerful sensors in each device. With EDGEhome’s modular wireless protocol support, you can easily support your protocol in EDGEhome’s devices or use EDGEhome’s protocol
EDGEhome’s patents give you offensive and defensive capabilities to protect unique competitive advantages including electronic tamper resistant outlets which provide tamper resistance required by the national electric code in a smaller and less expensive package than can be achieved through mechanical means, and allows your to provide one-of-a-kind capabilities like dimmable electrical outlets or smart control of devices plugged in out outlets.
EDGEhome’s point-by-point control and real-time electrical monitoring capability in each device enable valuable and powerful consumer value propositions to satisfy California Title-24 for hotels and businesses, to enable revenue from electrical utilities for demand-response capability, and the opportunity for rebates from electrical utilities due to EDGEhome’s energy reduction capabilities.
EDGEhome’s room temperature monitoring capability in every smart outlet and smart switch enable an in-building temperature profile and thermostat capabilities which are unmatched by any competitors.
6) If you are a smart thermostat provider, or you are a legacy thermostat provider who wants to create a smart thermostat offering, you will be interested in EDGEhome’s IP because:
EDGEhome’s smart outlets and switches each monitor room temperature in real-time, throughout a house or building. This enables thermostat and climate control capabilities which are unmatched by any competitor.
EDGEhome’s patents include a pending patent that allows distributed temperature sensors to be used along with a temperature-compensation routine that subtracts out self-generated device heat to provide accurate temperature profile throughout a building.
EDGEhome’s turnkey, easy to use, and extensible system and user interface was designed to support low cost, powerful, and intuitive temperature reporting and thermostat capability that can be linked with lighting and electrical control. This along with EDGEhome’s secure, modular, and low cost wireless protocol allows you to quickly deploy a smart thermostat to the market quickly and efficiently.

The Bidding Process for Interested Buyer

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 Green Edge 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 Green Edge, 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 Green Edge 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 Green Edge Assets. Sealed bids must be submitted so that they are actually received by Gerbsman Partners no later than Friday, July 31, 2015 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Green Edge office, located at 15333 Avenue of Science, Suite 110, San Diego, CA 92128. Please also email steve@gerbsmanpartners.comwith any bid.

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

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase where applicable. All bids must be accompanied by a refundable deposit check in the amount of $250,000 (the refundable deposit will be held in Green Edge’s legal counsel trust account.). The winning bidder will be notified within 3 business days of the Bid Deadline. Unsuccessful bidders will have their deposits returned to them within 3 business days of notification that they are an unsuccessful bidder.

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

Green Edge will require the successful bidder to close within a 7 day period. Any or all of the assets of Green Edge 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 Green Edge Assets shall be the sole responsibility of the successful bidder and shall be paid Green Edge at the closing of each transaction. For additional information, please see below and/or contact:

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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