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UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

MIAMI DIVISION 

IN RE: 

 Case No. 20-23359-LMI 

MICRON DEVICES, LLC, 

 Chapter 11 

 Debtor. 

_____________________________________/ 

NOTICE OF FILING DECLARATION OF DAVID KHO IN SUPPORT OF 

TRUSTEE’S MOTION FOR APPROVAL OF THE SETTLEMENT AGREEMENT 

ENTERED INTO BY THE SUBCHAPTER V CHAPTER 11 TRUSTEE, KENNEDY 

LEWIS INVESTMENT MANAGEMENT, LLC, AND STIMWAVE TECHNOLOGIES 

INC. [ECF 234] SET FOR HEARING ON APRIL 30, 2021 AT 9:30 A.M. 

PLEASE TAKE NOTICE that undersigned counsel for Kennedy Lewis Investment 

Management LLC (“Kennedy Lewis”), files herewith a Declaration of David Kho In Support Of 

Trustee’s Motion For Approval Of The Settlement Agreement Entered Into By The Subchapter V 

Chapter 11 Trustee, Kennedy Lewis Investment Management, LLC, and Stimwave Technologies 

Inc. [ECF 234] Set For Hearing on April 30, 2021 at 9:30 a.m. 

CERTIFICATE OF SERVICE 

I CERTIFY that this document is being filed electronically via the Court’s CM/ECF 

website. I further certify that the document is being furnished by transmission of Notices of 

Electronic Filing (“NEF”) generated by CM/ECF to those parties registered to receive NEF in this 

case, on the date the document is entered on the court docket. 

Dated: April 28, 2021 

 Respectfully submitted, 

 STEARNS WEAVER MILLER WEISSLER

 ALHADEFF & SITTERSON, P.A. 

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#9433214 v1 

 Museum Tower, Suite 2200 

 150 West Flagler Street 

 Miami, Florida 33130 

 Telephone: (305) 789-3200 

 By: /s/ Patricia A. Redmond 

 Patricia a. Redmond 

 Florida Bar No 303739 

 predmond@stearnsweaver.com 

– and – 

AKIN GUMP STRAUSS HAUER & FELD LLP 

Stephen M. Baldini (Pro hac vice) 

Brad M. Kahn (Pro hac vice) 

Rachel J. Presa (Pro hac vice) 

One Bryant Park 

New York, NY 10036 

(212) 872-1000 

Counsel for Kennedy Lewis Investment 

Management, LLC 

Case 20-23359-LMI Doc 299 Filed 04/28/21 Page 2 of 13
UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF FLORIDA 

Miami Division 

www.flsb.uscourts.gov 

IN RE: 

Case No. 20-23359-LMI 

MICRON DEVICES, LLC, 

Chapter 11 

Debtor. 

_____________________________________/ 

DECLARATION OF DAVID KHO 

1. My name is David Kho. 

2. I am over the age of 18 and am competent to testify. 

3. I am a Managing Director of Kennedy Lewis Investment Management, LLC 

(“KLIM”). 

4. My principal focus and area of responsibility at KLIM is “life sciences,” which 

includes companies such as Stimwave Technologies, Inc. (“Stimwave”), and products such as 

Stimwave’s peripheral nerve stimulation, or “PNS,” pain relief device. As part of my 

responsibilities, I perform “due diligence” on KLIM’s prospective life sciences investments, 

including both loans and equity investments. Fellow KLIM Managing Director Rich Gumer and 

I were the two KLIM life science personnel who oversaw the loan that KLIM eventually made to 

Stimwave. This involved performing due diligence on Stimwave and its assets, negotiating the 

loan, and overseeing the documentation of the loan, including the various loan documents 

referred to below. 

5. I personally met with, spoke on the phone with, and communicated by email with, 

Stimwave’s then-CEO Laura Perryman in connection with the due diligence for the KLIM loan 

(and equity investment), the negotiations for the loan, and the documentation of that loan. Ms. 

Perryman was my principal contact at Stimwave regarding all of those matters. I have remained 

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involved in monitoring Stimwave and the KLIM loan, and the litigation between, principally, 

Stimwave and Ms. Perryman. 

6. I have personnel possession of the due diligence and loan documents referred to 

herein. As discussed below, some of the documents were provided or made available to me by 

Ms. Perryman, including what are referred to as the “Transfer Agreements.” The Loan 

Documents were prepared and provided to me by KLIM’s counsel in connection with 

documenting the loan to Stimwave and KLIM’s security interest in the assets of Stimwave, 

including the intellectual property and StimQ shares discussed below. 

7. If I were called to testify as a witness in this matter, I could and would testify to 

each of the facts set forth herein based upon my personal knowledge or my review of documents. 

8. KLIM is a Delaware limited liability company and investment manager that 

makes debt and equity investments in a variety of markets. 

9. Since May 13, 2019, KLIM has been a lender to, and preferred shareholder of, 

Stimwave, a creditor and affiliate of the Debtor Micron Devices, LLC (“Debtor”). 

10. KLIM has also been named as a third-party defendant as to certain third-party 

claims filed by the Debtor, its founder and principal Laura Perryman, and her husband Gary 

Perryman in the Delaware Court of Chancery. See Stimwave Tech., Inc. v. Micron Devices, LLC, 

No. 2019-1003-SG (Del. Ch. 2019) (the “Delaware Action”). 

11. On May 13, 2019, KLIM loaned Stimwave $10 million, and agreed to loan it up 

to $10 million more, pursuant to a Loan and Security Agreement (the “LSA”) and related 

documents (together with the LSA, the “Loan Documents”). A true and correct copy of the LSA 

is attached as Exhibit 20 to the Movant’s Exhibit Register.1

1

 All references to the Movant’s Exhibit Register refer to that exhibit register and the exhibits attached thereto, that 

have been filed with the Court in the above-captioned case with respect to the evidentiary hearing set for April 30, 

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12. Laura Perryman, then-CEO of Stimwave, was KLIM’s primary contact regarding 

the loan, including the security for the loan, and for KLIM’s diligence into Stimwave, including 

its assets and financial condition, prior to finalizing its loan and equity investment. Among other 

things, Ms. Perryman provided KLIM with information regarding the history and organizational 

structure of Stimwave and its affiliates, including the Debtor, as well as the identification of and 

nature of Stimwave’s assets, liabilities, and business and financial performance. KLIM relied on 

the information provided by Ms. Perryman in making the loan. Ms. Perryman also negotiated 

the terms of the LSA with KLIM, and, in her then-capacity as CEO, signed all the Loan 

Documents on behalf of Stimwave. 

13. Materials provided by Laura Perryman and reviewed by KLIM during its loan 

diligence confirmed, among other things, that the Debtor executed a series of agreements in 2018 

and early 2019 (collectively, the “Transfer Agreements”) that transferred to Stimwave all of the 

Debtor’s equity interest in an entity called StimQ Medical LLC (the “StimQ Equity”) and all of 

the Debtor’s right, title and interest in a portfolio of intellectual property, including, but not 

limited to licenses, patents, related know-how, and certain other contractual rights (the 

“Assigned IP”). The Transfer Agreements included: 

a. The StimQ Contribution Agreement. The Debtor contributed the StimQ 

Equity to Stimwave pursuant to the StimQ Contribution Agreement, dated as of March 

25, 2018. As set forth in the StimQ Contribution Agreement, the Debtor effected the 

contribution of StimQ Equity “in the interest of improving opportunities for operating 

and financing opportunities of [Stimwave] and StimQ,” which the Debtor determined to 

be “in the best interests of [its] equity holders,” and in a manner that qualified “under the 

2021 on Trustee’s Motion for Approval of the Settlement Agreement Entered into by the Subchapter V Chapter 11 

Trustee, Kennedy Lewis Investment Management, LLC and Stimwave Technologies Inc. (ECF No. 234). 

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appropriate provision of the Internal Revenue Code . . . as a tax free capital contribution.” 

As set forth therein, Laura Perryman executed the StimQ Contribution Agreement on 

behalf of both the Debtor (in her capacity as its Manager) and Stimwave (in her capacity 

as its President and Chief Executive Officer). A true and correct copy of the StimQ 

Contribution Agreement is attached as Exhibit 3 to the Movant’s Exhibit Register. 

b. License Assignment Agreement. The Debtor assigned certain licenses to 

Stimwave pursuant to the Assignment and Assumption Agreement dated as of October 

13, 2018 (the “License Assignment Agreement”). Under the License Assignment 

Agreement, Debtor “irrevocably” sold, assigned, granted and conveyed and transferred to 

Stimwave all of Debtor’s “right, title, and interest in and to” certain “Assigned 

Contracts.” In turn, Stimwave assumed the Debtor’s duties, liabilities and obligations, 

and agreed “to pay, perform, and discharge, as and when due,” all of the Debtor’s 

obligations under such Contracts accruing on and after the date of the License 

Assignment Agreement. As set forth therein, the License Assignment Agreement was 

executed on behalf of the Debtor by Mark Coleman, a director, and on behalf of 

Stimwave by Laura Perryman (as Chief Executive Officer). A true and correct copy of 

the License Assignment Agreement is attached as Exhibit 4 to the Movant’s Exhibit 

Register. 

c. Patent Assignment Agreement. The Debtor assigned certain patents and 

inventions to Stimwave pursuant to the Patent Assignment, dated as of November 6, 2018 

(the “Patent Assignment”). The Debtor acknowledged in the Patent Assignment 

Agreement that it was selling, assigning, and transferring “its entire right, title and 

interest throughout the world” in the patents and inventions and had received “good and 

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valuable consideration.” As set forth therein, the Patent Assignment Agreement was 

executed by Laura Perryman on behalf of both the Debtor (as Manager) and Stimwave 

(as Chief Executive Officer). A true and correct copy of the Patent Assignment 

Agreement is attached as Exhibit 5 to the Movant’s Exhibit Register. 

d. Epimed Assignment Agreement. The Debtor assigned to Stimwave all of 

its rights under a contract with Epimed International, Inc. (the “Epimed Contract”) 

pursuant to the Epimed Assignment Agreement dated as of January 23, 2019. Pursuant to 

the Epimed Assignment Agreement, Stimwave assumed all of the Debtor’s “duties, 

liabilities, and obligations” under the Epimed Contract and agreed “to pay, perform, and 

discharge, as and when due,” all of the Debtor’s obligations under the Epimed Contract 

accruing on and after the date of the Epimed Assignment. As set forth therein, the 

Epimed Assignment Agreement was executed on behalf of the Debtor by Mark Coleman 

in his capacity a director and on behalf of Stimwave by Laura Perryman in her capacity 

as Chief Executive Officer. A true and correct copy of the Epimed Assignment 

Agreement is attached as Exhibit 6 to the Movant’s Exhibit Register 

14. In addition to providing the underlying Transfer Agreements, Ms. Perryman 

expressly represented to KLIM, in writing, that the Debtor had transferred the Assigned IP and 

StimQ Equity to Stimwave, and that the Debtor no longer had a corporate existence. 

15. For instance, on April 4, 2019, Ms. Perryman responded to diligence questions 

from KLIM’s counsel at the law firm Leason Ellis about Stimwave’s ownership of patents as 

part of an email chain with KLIM’s counsel and Rich Gumer of KLIM.2 Ms. Perryman wrote, 

2

 I received and reviewed this email chain during KLIM’s diligence, when I discussed the information therein with 

my colleagues. I also reviewed this email, which is a business record of KLIM maintained on KLIM’s secure email 

server, in the course of the instant proceedings and the Delaware Action. 

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“Micron was dissolved and all assignments of patents was moved to Stimwave Technologies 

Incorporated.” Ms. Perryman attached a patent map reflecting Stimwave’s ownership of the 

patents that were transferred pursuant to the Patent Assignment, as well as the December 28, 

2018 cancellation certificate for the Debtor that Ms. Perryman signed and filed with the 

Delaware Secretary of State. A true and correct copy of the email chain dated April 4, 2019, 

along with the attachments to Ms. Perryman’s email, is attached as Exhibit 29 to the Movant’s 

Exhibit Register. 

16. In another email chain between Ms. Perryman, Rich Gumer, and me, on April 25, 

2019, Ms. Perryman noted that “stimQ shareholders [] contributed their shares to Stimwave.” In 

response, on April 26, 2019, I asked whether StimQ held any patents or approvals related to 

Stimwave’s work in the field of peripheral nerve stimulation. She responded, again, that “all 

patents [we]re assigned to Stimwave.” I also asked her to identify the holders of outstanding 

StimQ stock, to which she responded, “The preferred share holder stryker and the early investors 

that paid cash for common and Stimwave are the only holders about 19 percent other than 

stimwave.” On information and belief, this response was intended to refer to the fact that the 

Debtor and others had transferred their StimQ equity to Stimwave, which, as a result, owned 

81% of the total StimQ equity. A true and correct copy of the email chain dated April 25 

through 26, 2019, is attached as Exhibit 30 to the Movant’s Exhibit Register. 

17. Through separate diligence, KLIM also obtained Stimwave’s filings with the 

United States Patent and Trademark Office (the “USPTO”) evidencing the Patent Assignment. 

Those filings were consistent with Ms. Perryman’s representations regarding the Assigned IP. 

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18. Pursuant to the LSA, and as collateral for the obligations thereunder, Stimwave 

granted KLIM a continuing first-priority security interest in all of Stimwave’s right, title, and 

interest in and to all of Stimwave’s personal property. 

19. The Loan Documents explicitly provide that KLIM’s collateral includes the 

Assigned IP. First, the “Collateral” in which KLIM has a security interest is defined in the LSA 

to include “Intellectual Property,” which in turn is defined to include, among other things, 

Stimwave’s copyrights, patents and trademarks. See LSA at 3; id. Ex. A; see also id. §§ 4.1, 5.2. 

Additionally, the Loan Documents include an Intellectual Property Security Agreement (the “IP 

Security Agreement”), through which Stimwave granted KLIM a security interest in certain of 

Stimwave’s intellectual property. The exhibits to the IP Security Agreement list 106 patents 

owned by Stimwave, which I understand are the same patents that the Debtor transferred to 

Stimwave pursuant to the Transfer Agreements. Laura Perryman signed the IP Security 

Agreement, and it was filed with the USPTO. A true and correct copy of the IP Security 

Agreement is attached as Exhibit 22 to the Movant’s Exhibit Register. 

20. The Loan Documents also include a Perfection Certificate, signed by Laura 

Perryman that lists Stimwave’s assets, including the same set of patents, as well as an 81% 

interest in the equity of StimQ. A true and correct copy of the Perfection Certificate is attached 

as Exhibit 21 to the Movant’s Exhibit Register. 

21. The LSA and the Perfection Certificate also contained myriad assurances 

confirming the truth of the statements therein and certifying that Stimwave had good title to, 

rights in, and the power to transfer each item of the collateral and that it had taken all necessary 

actions to give KLIM a perfected security interest. See, e.g., LSA at §§ 5.2(a), 5.2(e); Perfection 

Certificate at 11. Again, all of these were attested to by Laura Perryman. 

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22. KLIM is owed unpaid secured obligations, including principal and interest, of 

$20,879,279.32 as of April 30, 2021, related to funds that KLIM advanced to Stimwave pursuant 

to the LSA. 

23. I and my colleagues at KLIM negotiated the LSA at arm’s length and in good 

faith. KLIM entered into the LSA in reliance on Laura Perryman’s representations regarding the 

Assigned IP and StimQ Equity, among other things, and the documentation she provided. At the 

time Ms. Perryman made those representations and provided those documents, KLIM understood 

Ms. Perryman to be making those representations in her capacity as CEO of Stimwave and her 

personal capacity, and with personal knowledge of information regarding the Debtor and its 

actions in connection with the Transfer Agreements, given her position as the Managing Member 

of and a signatory for Debtor. When Ms. Perryman advised KLIM that the Debtor had been 

dissolved and was no longer in existence and made other representations related to the Debtor, 

KLIM also understood that Ms. Perryman was making those representations as the former 

Managing Member of the Debtor. 

24. Prior to the date KLIM and Stimwave entered into the LSA, Ms. Perryman made 

no statements that indicated, or even suggested, that the Debtor, and not Stimwave, owned the 

Assigned IP and/or the StimQ Equity; that there were any issues or questions regarding the 

validity or enforceability of the Transfer Agreements; or that the Debtor had any claim to any 

right, title, or interest in the Assigned IP or the StimQ Equity. The first time KLIM heard any 

such claims or positions by the Debtor or Ms. Perryman was after Ms. Perryman resigned as 

CEO of Stimwave in November of 2019. 

25. Nor did I, or KLIM, have any knowledge, from Ms. Perryman or any other 

source, that any legal or factual basis existed, or was claimed to exist, to avoid the Debtor’s 

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transfers of the StimQ Equity or Assigned IP to Stimwave at the time the LSA was executed and 

the perfection of all liens granted pursuant to the LSA. 

26. KLIM understands that Laura Perryman resigned from Stimwave in November 

2019 and, shortly thereafter, filed a certificate of correction with the Delaware Secretary of State 

purporting to reinstate the Debtor, which stated that the Debtor’s certificate of cancellation was 

filed “due to a clerical error.” Around that same time, Ms. Perryman began to claim that the 

Debtor, and not Stimwave, owned the Assigned IP. These claims directly contradicted 

representations that Ms. Perryman made to KLIM in connection with its loan diligence, as 

described herein, and were never previously disclosed by Ms. Perryman, or anyone else, to 

KLIM. 

27. Prior to November 2019, KLIM had no knowledge of Ms. Perryman’s claims that 

the Debtor remained in existence beyond the date of the earlier-filed certificate of cancellation or 

that the Debtor owned the Assigned IP subsequent to the Transfer Agreements. 

28. KLIM further understands that relations between Laura Perryman and Stimwave 

deteriorated considerably following Laura Perryman’s departure from Stimwave and subsequent 

conduct, prompting a series of disputes and legal proceedings among Stimwave, Ms. Perryman, 

the Debtor, and other individuals and entities affiliated with Stimwave or Ms. Perryman. During 

the course of those proceedings, Ms. Perryman and the Debtor commenced certain third-party 

claims against KLIM in the Delaware Action. 

29. KLIM maintains fraudulent misrepresentation claims against the Debtor arising, 

inter alia, from the various fraudulent representations and warranties made by Laura Perryman in 

connection with KLIM’s loan to Stimwave, and her related failures to disclose the claims she and 

the Debtor now make. 

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30. KLIM maintains general unsecured claims against the Debtor, see Claim No. 23-

1, as well as secured claims against the Debtor that exceed $20,000,000, see Claim No. 22-3. 

KLIM also has an allowed administrative claim against the Debtor’s estate in an amount to be 

determined by the Court. See ECF 163, 174. 

31. In the absence of a settlement, in order to protect the interests of its investors, 

KLIM intends to preserve its rights and pursue all remedies available with respect to its security 

interest in its collateral under the LSA. 

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