57952647;1 

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 JEFF GOLDBERG 

1. My name is Jeff Goldberg. 

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

3. I am the chair of the Audit Committee of g[X :bTeW bY <\eXVgbef 'g[X oBoardp( bY

Stimwave Technologies AaV+ 'oStimwavep( and have served as director of the Board since April 

2018. 

4. 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 review of the Stimwave Records cited herein, 

my participation on the Stimwave Board, the business records of Micron Devices, LLC 

'oDebtorp( that I have reviewed, or based upon my personal knowledge where applicable. 

A. Founding of Stimwave and Debtor 

5. Stimwave is a medical technology company that markets a minimally invasive 

aXeiX fg\`h_Tgbe g[Tg \f \`c_TagXW \a T cTg\Xagqf UbWl gb geXTg V[eba\V cT\a+

6. Based upon my review of the Debtor's operating agreement, in 2013, Stimwave 

transferred its intellectual property 'oStimwave IPp( gb <XUgbe) TaW Kg\`jTiXqf f[TeX[b_WXef TaW

Kg\`jTiX eXVX\iXW XffXag\T__l .--% bY <XUgbeqf bjaXef[\c ha\gf+1 In connection with these 

1 Kg\`jTiXqf Xk\fg\aZ f[TeX[b_WXef jXeX Z\iXa ;_Tff 9 ha\gf \a g[X <XUgbe XdhT_ gb g[X\e pro rata ownership 

\agXeXfgf \a Kg\`jTiX+ ;_Tff : ha\gf bY <XUgbe jXeX Z\iXa gb g[X <XUgbeqf YbhaWXe DTheT HXeel`Ta TaW gjb-nonStimwave-shareholder employees purportedly in exchange for their transfer of certain property. Class C units of 

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transfers, Stimwave retained for itself rights, via a license back from the Debtor, to practice 

Stimwave IP in the field of spinal cord stimulation to treat pain.2

B. Series D Investment and StimQ Contribution from Debtor to Stimwave 

7. Based on information provided to me by Laura Perryman in my capacity as a 

Director of Stimwave, as well as my review of the minutes of a Stimwave board meeting held on 

February 22, 20183, I understand, based on those same sources, that in early 2018, Stimwave 

raised funding via an issuance of Series D Preferred Shares. I further understand that, at that 

time, the lead series D investor raised concerns regarding the fact that Stimwave did not own 

majority control of its subsidiary, StimQ EXW\VT_ DD; 'oKg\`Ip() j[\V[ [X_W T _\VXafX gb chefhX

medical treatments involving peripheral nerve stimulation, and indicated that this ownership 

structure jbh_W aXZTg\iX_l TYYXVg Kg\`jTiXqf iT_hTg\ba) eXfh_g\aZ \a T materially lower price per 

share of series D stock. The minutes of the February 22, 2018 Stimwave board meeting reflect 

that, after reporting the above information to the board, Laura Perryman proposed to transfer a 

majority interest in StimQ from the Debtor (plus some additional shares Ms. Perryman owned 

personally through LTP Ltd. LLC) to Stimwave. 

8. Shortly following these discussions, Laura Perryman caused the Debtor to 

contribute its ownership in StimQ 'g[X oStimQ Equityp( to Stimwave pursuant to a Contribution 

Debtor were given to Stimwave. Class A units comprised 82% of the Debtor. Class B units comprised 

approximately 13% of debtor. Class C units comprised approximately 5% of the Debtor. 

2

 A true and correct copy of the License Agreement is attached to the Movant's Joint Exhibit Register as Exhibit 

"58." 

3

 A true and correct copy of the Board Minutes is attached to the Movant's Joint Exhibit Register as Exhibit "15."

Although the Board Minutes are identified as being a "draft", they are signed by the Company secretary and 

Stimwave does not have any other minutes from the February 22, 2018 meeting in its records. 

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57952647;1 

Agreement 'oStimQ Contribution Agreementp( on March 25, 2018.4 A true and correct copy of 

the StimQ Contribution Agreement is attached as Exhibit X3Y gb g[X EbiTagqf Joint Exhibit 

Register.5 The StimQ Contribution Agreement states that the Debtor effected the StimQ 

;bage\Uhg\ba o\a g[X \agXeXfg bY \`cebi\aZ bccbegha\g\Xf Ybe bcXeTg\aZ TaW Y\aTaV\aZ bccbegha\g\Xf

bY QKg\`jTiXR TaW Kg\`I)p j[\V[ g[X <XUgbe WXgXe`\aXW gb UX o\a g[X UXfg \agXeXfgf bY Q\gfR

Xdh\gl [b_WXef)p (who at the time owned 100% of Stimwave) and effecting the StimQ Equity 

Vbage\Uhg\ba \a T `TaaXe g[Tg dhT_\Y\XW ohaWXe g[X Tccebce\TgX cebi\f\ba bY g[X AagXeaT_ JXiXahX

Code . . . as a tak YeXX VTc\gT_ Vbage\Uhg\ba+p DTheT HXeel`Ta XkXVhgXW g[X Kg\`I ;bage\Uhg\ba

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). 

9. Based upon my review of Debtor's business records and Debtor's Schedules, the 

Debtor continued to operate as a viable going concern following the StimQ Contribution 

Agreement. 

10. The first Series D investment of $5 million was consummated less than one 

month later, in April 2018 'g[X oApril Series D Transactionp(. On April 20, 2018, in a Series D 

Preferred Stock Purchase Agreement, Laura Perryman represented and warranted to a Series D 

Investor that Stimwave owned 66.49% of StimQ and that StimQ was a controlled subsidiary of 

Stimwave, inducing an approximately $5 million equity investment. A true and correct copy of 

the Series D Purchase Agreement dated April 20, 2018 is attached as 2VHIBIR X17Y to the 

EbiTagqf Joint Exhibit Register. 

4

 Ms. Perryman also contributed her shares of StimQ (held in yet another entity, called LTP Ltd) to Stimwave 

pursuant to the same Contribution Agreement. 

5 9__ eXYXeXaVXf gb g[X EbiTagqf Bb\ag =k[\U\g JXZ\fgXe eXYXe gb g[Tg Xk[\U\g eXZ\fgXe TaW g[X Xk[\U\gf TggTV[XW g[XeXgb)

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

30, 2021 on 3CFDE99JD 0AE=A@ :AC 'BBCAG5> A: E<9 29EE>9?9@E ';C99?9@E +@E9C98 =@EA 6I E<9 2F67<5BE9C 4 )<5BE9C

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

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11. Kg\`jTiXqf f[TeX[b_WXef 'T_l of whom were owners of Debtor) approved 

Stimwave entering into the Series D Purchase Agreement. A true and correct copy of the Action 

by Written Consent of Stockholders is attached as 2VHIBIR X16Y gb g[X EbiTagqf Joint Exhibit 

Register. <XUgbeqf ha\g [olders (all of whom were either owners or optionholder/employees of 

Kg\`jTiX( TccebiXW T`XaW\aZ <XUgbeqf bcXeTg\aZ TZeXX`Xag gb TW`\g the lead Series D investor 

as a member. 

12. After the closing of the April Series D Transaction, a second closing of the Series 

D Financing involving other investors closed on July 17, 2018. The Series D Preferred Stock 

HheV[TfX 9ZeXX`Xag XagXeXW \agb j\g[ fhV[ \aiXfgbef eXY_XVgXW Kg\`jTiXqf 66.74% ownership of 

the shares of StimQ and that StimQ was a controlled subsidiary of Stimwave, inducing in excess 

of $20 million in equity investment in Stimwave. A true and correct copy of the Amended and 

Restated Series D Purchase Agreement dated July 17, 2018 is attached as 2VHIBIR X18Y to the 

EbiTagqf Joint Exhibit Register. 

C. The IP Assignments from Debtor to Stimwave 

13. In 2018 in the course of my duties as a board member, I became aware that 

representatives of Stimwave, including Ms. Perryman, had heard concerns from investors, 

including potential TVdh\eXef) g[Tg Kg\`jTiXqf \agX__XVghT_-property structure was convoluted 

because Stimwave, including its StimQ subsidiary, did not own the intellectual property that was 

Ve\g\VT_ gb Kg\`jTiXqf Uhf\aXff) Uhg eTg[Xe _\VXafXW g[Tg \agX__XVghT_ cebcXegl Yeb` the Debtor. 

14. In response to these concerns, beginning in October 2018, Ms. Perryman caused 

Debtor to assign its intellectual property 'g[X oAssigned IPp(, including, but not limited to 

licenses, patents, and certain other contractual rights, to Stimwave (collectively, the oIP 

Assignmentsp(, as follows: 

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a. The Debtor assigned certain licenses to Stimwave pursuant to the 

Assignment and Assumption 9ZeXX`Xag WTgXW Tf bY GVgbUXe .0) /-.5 'g[X oLicense 

Assignment Agreementp(+ Under the License Assignment Agreement, Stimwave 

assumed all of the Debtorqs duties, liabilities and obligations under the agreements 

eX_Tg\aZ gb g[X Tff\ZaXW _\VXafXf TaW TZeXXW ogb cTl) cXeYbe`) TaW W\fV[TeZX) Tf TaW j[Xa

WhX)p T__ bY g[X <XUgbeqs obligations under such agreements accruing on and after the date 

of the License Assignment Agreement. The License Assignment Agreement was 

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

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

License Assignment Agreement is attached as Exhibit X4Y to the Movant's Joint Exhibit 

Register. 

b. The Debtor assigned certain patents and inventions to Stimwave pursuant 

to the Patent Assignment, dated as of November 6, 2018 (the oPatent Assignment 

Agreementp). The Debtor acknowledged in the Patent Assignment Agreement that it 

eXVX\iXW oZbbW TaW iT_hTU_X Vbaf\WXeTg\ba+p L[X HTgXag 9ff\Za`Xag 9ZeXX`Xag jTf

executed by Ms. 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 X5Y gb g[X EbiTagqf Joint Exhibit Register. 

c. The Debtor assigned to Stimwave all of its rights under a contract with 

=c\`XW AagXeaTg\baT_) AaV+ 'g[X oEpimed Contractp( chefhTag gb g[X =c\`XW 9ff\Za`Xag

9ZeXX`Xag WTgXW Tf bY BTahTel /0) /-.6 'g[X oEpimed Assignment Agreementp(+

HhefhTag gb g[X =c\`XW 9ff\Za`Xag 9ZeXX`Xag) Kg\`jTiX Tffh`XW T__ bY g[X <XUgbeqf

oWhg\Xf) _\TU\_\g\Xf) TaW bU_\ZTg\bafp haWXe g[X =c\`XW ;bageTVg TaW TZeXXW ogb cTl)

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cXeYbe`) TaW W\fV[TeZX) Tf TaW j[Xa WhX)p T__ bY g[X <XUgbeqf bU_\ZTg\baf haWXe g[X

Epimed Contract accruing on and after the date of the Epimed Assignment Agreement. 

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 Ms. Perryman in her 

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

Agreement is attached as Exhibit X6Y gb g[X EbiTagqf Joint Exhibit Register. 

15. The StimQ Contribution Agreement, the License Assignment Agreement, the 

Patent Assignment Agreement, and the Epimed Assignment Agreement are referred to as the 

oTransfer Agreements.p

16. L[X <XUgbeqf :bTeW Thg[be\mXW g[X AH 9ff\Za`Xagf chefhTag gb T unanimous 

je\ggXa VbafXag bY g[X <XUgbeqf :bTeW 'g[X oIP Assignment Board Approvalp(+ L[X AH

9ff\Za`Xag :bTeW 9ccebiT_ eXV\gXW g[X <XUgbeqf :bTeWqf ]hfg\Y\VTg\ba, \aV_hW\aZ g[Tg og[X

`X`UXef bY g[X ;b`cTal TeX T_fb KgbV^[b_WXef \a Kg\`jTiXp TaW og[X Kg\`jave IP Assignment 

would improve the value and business prospects for Stimwave and better enable each of the 

eXfcXVg\iX Vb`cTa\Xf gb bcXeTgX `beX XYY\V\Xag_l+p A copy of the IP Assignment Board 

Approval that I reviewed is attached as 2VHIBIR X7Y to the MovTagqf Joint Exhibit Register. 

17. Based upon my review of Debtor's 2018 K-. fgTgX`Xagf TaW <XUgbeqf bcXeTg\aZ

agreement, as of the time of the IP Assignments, a majority of Debtorqf bhgfgTaW\aZ ibg\aZ ha\gf

were collectively held by people who knew about or approved the IP Assignments, including: (i) 

Laura Perryman, (ii) Robert Anderson and Marc Coleman (two individuals who served as 

directors of both Stimwave and Debtor), (iii) Echo Vibration Limited a/k/a Orchid (whose 

designee on the Stimwave Board participated in the approval of such transactions), (iv) Elizabeth 

Greene (a former Stimwave officer who served as Secretary at the Stimwave Board meeting at 

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which the License Assignment Agreement and the Patent Assignment Agreement were 

approved), (v) Patrick Larson (a former Stimwave employee), and (vi) Marc Loev (an owner of 

both Stimwave and Debtor). The calculation of these units is as follows: 

a. Laura Perryman n 33.77% 

b. Echo Vibration Limited n 6.15% 

c. Robert Anderson n 3.22% 

d. Mark Coleman n 0.33% 

e. Elizabeth Greene n 0.33% 

f. Patrick Larson n 5.84% 

g. Marc Loev n 0.85% 

h. Percentage bY <XUgbeqf bjaXef j[b TccebiXW,[TW ^abj_XWZX7 50.49% 

D. Overlapping Ownership AMD >RNCJHNKDEPQZ .UAPEMEQQ NF ?PAMQFEP .GPEELEMRQ

18. Exhibit 9 to the Movant's Joint Exhibit Register identifies the universe of Debtor's 

unitholders that were also owners of Stimwave in 2018 and 2019 based upon Stimwave's books 

and records. 

19. Based upon my review of Stimwave's business records and Exhibits 8, 9, 17, and 

18 attached to the Movantqs Joint Exhibit Register, in March, 2018, when the Debtor transferred 

the StimQ Equity to Stimwave through the Contribution Agreement, a substantial majority of 

<XUgbeqf bjaXef bjaXW Kg\`jTiX shares. By the end of 2018 and early 2019, which is when the 

Debtor entered into the IP Assignments, a substantial majority of the owners of the Debtor still 

owned outstanding shares in Stimwave. 

20. A substantial `T]be\gl bY <XUgbeqf `X`UXef) Ubg[ \a g[X\e VTcTV\gl Tf <XUgbeqf

members and Stimwave stockholders, were directly made aware of the StimQ Contribution 

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Agreement by their awareness and authorization of the Series D Purchase Agreement on behalf 

of Stimwave TaW fT_X bY <XUgbeqf ha\gf gb the Series D lead investor on behalf of the Debtor. As 

noted above, the Series D Purchase Agreement included representations and warranties reflecting 

the StimQ Contribution Agreement and Kg\`jTiXqf fgbV^[b_WXef 'j[\V[) Tf abgXW TUbiX) jXeX

T_`bfg T__ <XUgbeqf f[TeX[b_WXef( TccebiXW g[X KXe\Xf < HheV[TfX 9ZeXX`Xag TaW eX_TgXW `TggXef

by written consent. 

21. Pursuant to my review of the Debtor's amendment no. 1 to its operating 

agreement attached as Exhibit "25" to the Movant's Joint Exhibit Register, the holders of a 

`T]be\gl bY <XUgbeqf bhgfgTaW\aZ ha\gf T_fb TccebiXW `TggXef eX_TgXW gb g[X admission of Orchid 

as a member of Debtor. 

22. As the Transfer Agreements make clear, neither the contribution of the StimQ 

Equity nor the separate and distinct transfer of the Assigned IP was a sale of assets, but rather 

each was an intercompany transfer/confb_\WTg\ba geTafTVg\ba gb UXaXY\g g[X Xag\g\Xfq h_g\`TgX

owners. 

E. ;EPPWLAMZQ =EOPEQEMRARINMQ AMD @APPAMRIEQ of StimQ and IP Ownership 

23. Subsequent to the execution of the Transfer Agreements, Stimwave raised 

additional capital through various equity and debt financings. In total, Stimwave raised 

approximately $60 million, in each case representing that the StimQ Equity was owned by 

Stimwave and, beginning in late 2018, that the transfers of StimQ Equity and Assigned IP had 

been consummated via the StimQ Contribution Agreement, the License Assignment Agreement, 

the Patent Assignment Agreement, and the Epimed Assignment Agreement. 

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57952647;1 

24. Ms. Perryman presented to Stimwave's UbTeW TaW chU_\V_l ba Kg\`jTiXqf

achievements and business structure, including representations that Stimwave owned the StimQ 

Equity and the Assigned IP. 

25. On May 13, 2019, Stimwave entered into a Loan and Security Agreement 

'oLSAp( with Kennedy Lewis Investment Management LLC 'oKLIMp( haWXe j[\V[ CDAE

received a first-priority lien on the Assigned IP. KLIM negotiated and executed the LSA and 

advanced funds pursuant to the LSA, which included representations and warranties by Laura 

Perryman (as CEO of Stimwave and Managing Member of the Debtor) that Stimwave owned the 

Assigned IP and StimQ Equity at the time the LSA was executed. 

26. The LSA was negotiated over a period of weeks and involved various drafts, and 

was aXZbg\TgXW Tg Te`qf _XaZg[ UXgjXXa Kg\`jTiX TaW CDAE+

F. 7ASPA ;EPPWLAMZQ Corporate Revival of Debtor 

27. In the fall of 2019, the Stimwave board learned of serious allegations of 

misconduct related to Laura Perryman. Ms. Perryman was placed on administrative leave and 

eXf\ZaXW Tf Kg\`jTiXqf ;=G [bhef UXYbeX g[X Vb``XaVX`Xag bY T Kg\`jTiX UbTeW `XXg\aZ

called to consider her employment. 

28. On November 25, 2019, Laura Perryman filed a Certificate of Correction of the 

Certificate of Cancellation for the Debtor, purporting to revive Debtor as an entity, and executed 

an assignment purporting to assign the patents from the Debtor to Micron Medical LLC, a 

separate entity Ms. Perryman controls. A copy of the Certificate of Correction is attached as 

Exhibit X22Y gb g[X EbiTagqf Joint Exhibit Register. 

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G. Prepetition Litigation, Bankruptcy Case and Adversary Proceedings 

29. Beginning in December 2019, Stimwave sued the Debtor and its former 

Managing Member, Laura Perryman, who signed and executed the Transfer Agreements related 

to, among other things, the effectiveness of the Transfer Agreements, the ownership and use of 

the Assigned AH TaW g[X Kg\`I =dh\gl) TaW g[X \aV_hf\ba bY g[bfX TffXgf Tf CDAEqf _bTa

Vb__TgXeT_ 'g[X oPrepetition Litigationp(. 

30. The Prepetition Litigation includes an action by Stimwave against the Debtor, 

Perryman, and others, commenced in Delaware Chancery Court in December 2019 (the 

oDelaware Actionp(+ See Stimwave Tech., Inc. v. Micron Devices, LLC, No. 2019-1003-SG (Del. 

Ch. 2019). A true and correct copy of Stimwave's operative pleading in the Delaware Action 

authorized by the Board is attached to the Movant's Joint Exhibit Register as Exhibit "26." The 

Debtor and Perryman filed counterclaims and third-party claims in the Delaware Action, 

including third-party claims against KLIM. Prior to the Y\_\aZ bY <XUgbeqf UTa^ehcgVl ba

December 7, /-/- 'oPetition Datep(, in the Delaware Action, KLIM and Stimwave had each 

Yh__l Ue\XYXW TaW TeZhXW `bg\baf gb W\f`\ff g[X <XUgbeqf VbhagXeV_T\`f TaW g[\eW-party claims, 

TaW Kg\`jTiXqf V_T\`f TZT\afg g[X <XUgbe [TW UXXa fXg Ybe ge\T_ \a BTahTel /-/.+ In November 

2020, the Delaware Chancery Court sanctioned Ms. Perryman and the Debtor for violating 

W\fVbiXel TaW checbfXYh__l TVg\aZ gb WX_Tl g[X oWTl bY eXV^ba\aZp \a g[X <X_TjTeX 9Vg\ba+

31. The Prepetition Litigation and the property that is the subject matter thereof have 

UXXa Tg g[X VXagXe bY g[X <XUgbeqf UTa^ehcgVl+ 9g g[X ;bhegqf W\eXVg\ba Q=;> Fb+ 54R) UXgjXXa

January 27, 2021 and February 28, 2021, the Debtor, Stimwave, KLIM and Perryman 

participated in a Judicial Settlement Conference presided over by the Honorable Judge Mindy A. 

Mora. The Subchapter V Trustee LTeX^ C\X` 'oTrusteep( attended and participated in the 

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Judicial Settlement Conference. The Judicial Settlement Conference was unsuccessful, and on 

March 1, 2021, Judge Mora filed a final report with the Bankruptcy Court stating that the parties 

to the Judicial Settlement Conference had reached an impasse. 

32. On February 2, 2021, while the Judicial Settlement Conference was ongoing, the 

Debtor commenced two adversary proceedings against Stimwave (thX oAdversary Proceedingsp

TaW Vb__XVg\iX_l j\g[ g[X HeXcXg\g\ba D\g\ZTg\ba) g[X oLitigation Mattersp(+ Aa ;TfX Fh`UXe /.-

01033-DEA 'g[X oTurnover Actionp() g[X <XUgbe fXX^f) inter alia, turnover of funds that it claims 

Stimwave owes the Debtor. In Case Number 21-01034-DEA 'g[X oDeclaratory Judgment 

Actionp() g[X <XUgbe fXX^f) inter alia, a declaratory judgment that the StimQ Contribution 

Agreement, License Assignment Agreement, and the Patent Assignment Agreement were null 

and void ab initio and related monetary relief.6

33. In addition to the aforementioned claims, Stimwave maintains various contractual 

V_T\`f) V_T\`f Te\f\aZ Yeb` W\fVbiXel fTaVg\baf) TaW TVVeh\aZ V_T\`f eX_TgXW gb <XUgbeqf

bcXeTg\baf g[Tg \aYe\aZX hcba Kg\`jTiXqf \agX__XVghT_ cebcXegl e\Z[gf and other contractual rights. 

34. The resolution of the dispute regarding the Transfer Agreements is critical to 

Kg\`jTiXqf Zb\aZ VbaVXea iT_hX) TaW XiXel cbfg-judgment remedy and appeal available will be 

exhausted by Stimwave to preserve Stimwave's rights pursuant to the Transfer Agreements. 

35. The Settlement Agreement, attached as 2VHIBIR X2Y gb g[X EbiTagqf Joint Exhibit 

Register, and the Settlement Term Sheet attached as Exhibit X1Y to g[X EbiTagqf Joint Exhibit 

Register and attached as Exhibit A to the 3CFDE99JD 0AE=A@ ,AC 'BBCAG5> 1: 3<9 29EE>9?9@E

Agreement Entered Into By The Subchapter V Chapter 11 Trustee, Kennedy Lewis Investment 

6

 The Declaratory Judgment Action did not seek a declaratory judgment as to the Epimed Assignment Agreement. 

However, the validity of the Epimed Assignment Agreement was a subject of the declaratory judgment sought by 

Stimwave, and contested by Debtor, in Delaware Action. 

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