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Good afternoon

We live in “challenging times” and with the uncertainty of having access to capital and/or debt over the next months, it is important for companies to review business and capital requirements, as well as potential real estate and/or creditor balance sheet contingent liability issues.

I have spoken with numerous companies, senior lenders and equity sponsors over the past months and there is a “wait and see attitude” regarding the need to access capital and/or restructure senior debt.   As this “Black Swan” crisis continues, it is hard to estimate when there will be business and capital access stabilization.  With over 40 years of experience, it is my recommendation that companies, lenders and equity should take action “now”, as compared to waiting.  As such, Gerbsman Partners is available to strategize and provide action plans for maximizing value and/or restructuring.

Fyi, Gerbsman Partners represents companies, the Board, equity and/or senior lenders of under performing/distressed IP companies with the objective of maximizing enterprise value of their assets and IP, as well as terminating/restructuring prohibitive real estate leases, senior and junior debt and creditor issues.  Gerbsman Partners also assists emerging growth companies access the capital markets and leverage their Intellectual Property in licensing opportunities.

Please see below a presentation below that I gave at Stanford University –  “Early Warning Signs” and “Maximizing Value” for under-performing/distressed venture and senior lender backed Intellectual Property companies”.  This will be for use in the Stanford Engineering and Business Schools via STVP (Stanford Technology Ventures Program) and SCPD (Stanford Center for Professional Devlopment)  through this link

Also, see Winston Baker’s Webcast on “Maximizing Enterprise Value in Challenging Times: Crisis Management and Communications Strategies”.

please view the replay here

Highlighted below a partial list of companies Gerbsman Partners assisted in maximizing and monetizing value.  To date, Gerbsman Partners has been involved in maximizing value in 109 intellectual property based companies and has terminated/restructured over $ 810 million of prohibitive real estate leases and creditor issues.

Best regards and if appropriate, I am available to strategize and develop action plans for maximizing and monetizing value.

 

Steve

San Francisco January, 2021

Gerbsman Partners – Maximizing Enterprise Value

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies and their Intellectual Property, as well as maximizing value for Intellectual Property Patents. Since 2001, Gerbsman Partners has been involved in maximizing value for 111 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, New York, McLean, VA/Washington DC, Orange County, Boston, Europe and Israel.

Technology – IP

Software

  • Emergent Game Technologies, Inc. – Licensed and supported 3D/game software.
  • Capital Thinking – Enterprise Risk Management (ERM) platform, a credit and risk management software solution for the financial services industry.
  • Cesura – Web and on demand business software.
  • Conformia Software Inc. – Software solutions for highly regulated process industries – Life Science.
  • deNovis – Enterprise softwa re for government health and health insurance industry.
  • Aperion Inc. – Software.
  • Gentiae Inc. – Real-time fully automated processing of cardiac safety input and core lab operations. The system offers a comprehensive, real time web portal for sponsor and site access.
  • Banquet – Interactive sports entertainment.
  • ID Engines Inc. – Role-based access control (RBAC) across enterprise networks.
  • InDplay Inc. – Online, B2B video content distribution (monetization) platform, deployed on enterprise-quality software components, served in the SaaS (software-as-a-service) model.
  • Metreo Inc. – Pricing software for manufacturers and distributors.
  • Neohapsis Inc. – IT management services platform. Zone4Play – Interactive game technology.
  • Roots Web, Inc. – Geneology software.
  • StreamSearch, Inc. – Multimedia aggregator that has created a unique solution for indexing, locating, promoting, and distributing rich media on the Internet.
  • Technion University – Technology patents
  • Teranode Corporation – Business intelligence and lab automation solutions for the Life Science market.
  • USA Democracy, Inc. – Direct, verifiable, credible communications between elected representatives and their constituents through its non-partisan legislative-based website.
  • Utility.com, Inc. – Multi-utility eCommerce/eCRM technology, Web-based energy management technology.
  • Vcommerce, Inc. – Developed, deployed, and operated fully integrated, end-to-end supply chain execution systems and direct fulfillment infrastructure.
  • Intelectron, Inc. – Commercial lighting technology.
  • Skunk Technologies – Java based software
  • Bell & Howell – Information Intellectual Property/Patents

Food and Beverage Industry

  • Vigilistics, Inc. – Manufacturing analytic software

Telecom

  • Dialpad, Inc. – Web-to-phone service.
  • Simpler Networks, Inc./Hercules Technology Growth Capital – Telco software – a matrix switch platform that sits within the Telco’s central office (CO) or street cabinets. Developed to allow for universal access to any service, the system’s protocol-transparent design allows it to be placed in front of any existing or future access gear that delivers services over the local loop

Storage

  • Cornice Inc. – Storage and flash controllers.
  • PhaseMetrics Inc. – Storage systems manufacturer.
  • Plasmon, Inc. – Data archival storage technology

Networking/Optical Networking

  • CipherMax, Inc. – Storage networking.
  • Private Networks, Inc. – Broadband multicast delivery system utilizing digital satellite technology. The technology has universal applicability to many industries for distribution of high-band data and video.
  • Teak Technologies Inc. – Internet switching and gateway networking products.
  • Zeus Communications, Inc. – Hardware architecture of 10 Gbps IPSec VPN and firewall in a single board.
  • Optivia, Inc & Hercules Technology Growth Capital – Optical transport systems.
  • Princeton Lightwave, Inc. – Optical networking technology
  • T-Networks, Inc. – Optical networking components.
  • Transparent Networks, Inc. – Wavelength Selective Switch, a high performance large scale Photonic cross-connect functional prototype, detailed design and simulation validation of a Light Path Exchange with integrated DWDM, an HDTV display mirror array high level design and simulation, proprietary and unique MEMS design and validation engineering tools.
  • Network Photonics, Inc.
  • Cambridge NanoTech, Inc. – Materials Science company that developed high Performance turnkey equipment for Atomic Layer Deposition (“ALD”).

Mobile

  • eBiz mobility – Mobile business payment
  • YPS Software – ASP and software vendor for the PC and mobile phone industries, Mobile Entertainment Centre.
  • Teleflip – Mobile messaging.

Media/Advertising/Internet

  • Active Response Group Inc. – On line marketing company.
  • Akimbo Inc. – Monitizing on line media.
  • Competition Accessories, Inc. – Online direct marketing.
  • Gallery Player Inc. – Provider and distributor of high-value, rights managed high definition imagery for high definition televisions.
  • MeMedia Inc. – Online advertising solutions provider and ad network that delivers contextually and behaviorally targeted advertisements across a multi-modal network of websites and desktop applications.
  • MyWire Inc. – Paid content and advertising.
  • NebuAd, Inc. – Online advertising model. Next-generation digital media technology and solutions.
  • Syncapse, Inc. – Provider of technology-enabled social performance management services for global enterprise clients with multiple B2C brands.
  • Optify, Inc. – Software-as-a-Service (SaaS) provider of digital marketing suites company, its Assets and Intellectual Property.
  •  TrueFacet, Inc. –Online business model for selling certified pre-owned marketplace for jewelry and watches

Holographic & Biometric Technology – Laser Manufacturer

  • Aprilis, Inc./Dow Corning – Holographic Data Storage Drives and Biometric Security
  • Raydiance, Inc. – Manufacturer of precision solutions laser technology

Security

  • NeoScale Inc. – Storage encryption and key management solution for organizations securing information stored on tape and disk media.
  • Oviso Inc. – Semi conductor manufacturing equipment.
  • SciCortex, Inc. – Manufacturer of high performance computers.

Medical Device

Cardiovascular, Vascular, Endoscopy, Breast Imaging

  • Cardiomind Inc. – Stent delivery platform.
  •  Dune Medical Devices, Ltd. –  US and Israel company.  Medical devices that differentiate and characterize tissue for the purpose of identifying normal versus malignant tissue in real-time.
  • OmniSonics Medical Technologies Inc. – Vascular disease IP.
  • InnerPulse Inc. – Cardiac rhythm management (CRM) medical device company.
  • Myocor Inc. – Developing innovative cardiac reshaping devices to treat functional mitral regurgitation (FMR) and left ventricular (LV) dysfunction, both of which are significant in the progression of congestive heart failure (CHF).
  • NDO Surgical, Inc. – Flexible endoscopy technologies that enable surgical procedures through the body’s natural openings.
  • Viacor Inc. – Cardiac implant device for the treatment of functional mitral regurgitation.
  • XTENT Inc. – Customizable drug eluting stent systems for the treatment of cardiovascular disease.
  • GluMetrics, Inc. – Glucose monitoring medical device company
  • NeoGraft Technologies, Inc. – Acquired Vascular Patents from Kips Bay Medical
  • Palmaz Scientific, Inc. – Medical technology company
  • InterValve, Inc. – Medical devices for structural heart market
  • Gamma Medica – first fully digital, dual headed Molecular Breast Imaging (“MBI”) system
  • AirXpanders, Inc – medical device used in two-stage breast reconstruction procedures following mastectomy

Spine

  • Applied Spine Technologies Inc. – Screw based dynamic stabilization system validated with Class 1 clinical data
  • AxioMed Spine, Corp. – Developed Freedom technology, with the goal of restoring spinal function to patients by adhering to the natural biomechanics of the spine.

Respiratory

  • Emphasis Medical Inc. – Endobronchial valves for the treatment of heterogeneous emphysema.
  • Uptake Medical, Inc. –  developing innovative, therapeutic bronchoscopic devices to treat advanced heterogeneous emphysema and lung cancer.

Orthopedics

  • NovaLign Orthopedic Inc. – Long bone fracture, intramedullary nail technology.

Opthomology

  • Optobionics – Retinal degeneration.
  • Refractec, Inc. – Radiofrequency (RF) device called ViewPoint CK System, used to perform NearVisionSM CK (Conductive Keratoplasty) treatment

Obesity

  • Satiety Inc. – Obesity product

Osteoperosis

  •   Tarsa Therapeutics–   Oral formulation contains recombinant salmon calcitonin – treatment pf postmenopausal osteoporosis

Life Science

  • Pluristem, Inc. – Stem cell research – Israel company
  • Igenica Biotherapeutics, Inc.. – harnessing the natural tumor microenvironment to deliver a pipeline of high-impact antibody-based cancer therapeutics
  • Pegasus Biologics Inc. – Developed and is commercializing a revolutionary bioscaffold comprised of highly organized collagen, sourced from equine pericardium that encourages the healing process by addressing the demands of a challenging biological environment.
  • Radiant Medical, Inc. – Endovascular therapeutic cooling.
  • Valentis, Inc. – Biotechnology company with small molecule, antibody, protein, gene and manufacturing assets.
  • Relypsa, Inc. – Acquisition of BioPharmaceutical Patents and Intellectual Property

Energy – Solar & Fuel Cell

  • Nanosolar
  • AQT Solar
  • SVTC Solar
  • Clear Edge Power, LLC – sold to Doosan in Korea

Consumer – Retail

  •  Bambeco, Inc. – manufacturer and distributer of sustainable and socially responsible home décor and furnishings in the United States
  • Site for Sore Eyes – retail eyewear chain – sold to Cohen’s Fashion Optical
  • Solar Planet –retail sun tanning chain

Hotel/Resorts

  • Divi Hotels & Resorts – stabilized and restructured through a Chapter 11

steve@gerbsmanpartners.com
https://gerbsmanpartners.com

Update to “The Bidding Process, Procedures for the Sale of Velicept Therapeutics, Inc.”

Further to Gerbsman Partners sales letter of December 15, 2020 and “Updates” regarding the sale of Velicept Therapeutics, Inc. (“Velicept” or “Company”)  I am attaching “Exhibit A, Velicept NDA”, “Velicept Patent information”, “Velicept detail ppt information”, “Velicept Date Room Index” for Velicept Data Room due diligence information” and Asset Purchase Agreement (“APA”).

Gerbsman Partners  has been retained by Velicept (“assignment for the benefit of creditors, LLC”) (“Assignee” or “Seller”) the Assignee to Velicept to solicit interest for the acquisition of all or substantially all of the Velicept assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Velicept Assets”).

On December 9, 2020, Velicept Therapeutics, Inc., a Delaware corporation, as Assignor, made a General Assignment for the Benefit of Creditors (the “Assignment”) to Velicept (“assignment for the benefit of creditors, LLC”), a Delaware limited liability company, as Assignee, pursuant to Delaware state law. Please note that with the exception of the relationship created by the Assignment, and despite their similarity in name, Assignor and Assignee have no corporate affiliation to each other. Pursuant to the Assignment, Assignor transferred ownership of all of its rights in tangible and intangible assets (collectively, the “Assets”) to Assignee for sale. Assignee shall sell the Assets and distribute the net proceeds to creditors of Assignor.

I would encourage and recommend that all interested parties have their counsel speak with Tim Cox, to discuss any questions or comments of a legal nature relating to the transaction and “APA”.  Tim is available at 510 301 7813, tcox@sherwoodpartners.com . It is also recommended that the “APA” be submitted with any bid.  Bids are due on or before Friday January 22, 2021, at 5:00 pm Pacific Time

Disclaimer

This Enterprise Offering contains information regarding certain operations and the business of Velicept Therapeutics, Inc., and the information contained herein has been assembled for the purpose of providing interested parties with general information to assist in their evaluation of a possible acquisition of the Company or assets of the Company. Nothing contained in this Enterprise Offering is, or shall be relied upon as, a promise or representation as to the past, present or future performance of the Company or its product or as providing any assurances of any kind regarding the Company’s intellectual property or other assets.  In furnishing this Enterprise Offering, neither the Company, Gerbsman Partners nor Assignee undertakes any obligation to (and each expressly reserves the right not to) provide the recipient with access to any additional information of any kind with respect to the Company or any of its assets or operations.

Assignee has retained the services of certain former employees to assist with the sale of the assets. They have made themselves available to assist with due diligence and the transition of assets.

As Seller, Velicept (“assignment for the benefit of creditors, LLC”) will oversee the process, select the winning bidder(s) and provide some assistance with the transfer of assets to the buyer(s). This will be a closed bidding process whereby the names of the bidders and tthe bids will not be disclosed to the other interested parties. The sale is being conducted with the cooperation of the Assignee and certain former Velicept employees who have advised the Assignee that they will be available to assist buyers with due diligence and assist with a prompt transfer of the Velicept Assets.

Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained provided by Assignee 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.

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

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

 

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 Velicapt Assets has been supplied by third parties and obtained from a variety of sources. It has not been independently investigated or verified by Assignee or Gerbsman Partners or their respective agents.  

Potential purchasers should not rely on any information contained in this memorandum or provided by Assignee 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.

Assignee and 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 reason of Assignee’s or Gerbsman Partners’ negligence or otherwise. 

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

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreement (in the form attached hereto as Exhibit A) to have access to key members of Velicept’s former management, intellectual capital and the due diligence “war room” documentation (the “Due Diligence Access”). Each interested party, upon obtaining Due Diligence Access, shall be deemed to acknowledge and represent that (i) it is bound by the bidding procedures described herein; (ii) it has an opportunity to inspect and examine the Velicept Assets and to review all pertinent documents and information with respect thereto; (iii) it is not relying upon any written or oral statements, representations, or warranties of Assignee or Gerbsman Partners, or any of their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of such interested party, and neither Assignee nor Gerbsman Partners (nor any of their respective, staff, agents, or attorneys) make any representations as to the accuracy or completeness of the same.

TERMS AND CONDITIONS TO SALE

On December 9, 2020, Velicept Therapeutics, Inc., a Delaware corporation, as Assignor, made a General Assignment for the Benefit of Creditors (the “Assignment”) to Velicept (“assignment for the benefit of creditors, LLC”), a Delaware limited liability company, as Assignee, pursuant to Delaware state law. Please note that with the exception of the relationship created by the Assignment, and despite their similarity in name, Assignor and Assignee have no corporate affiliation to each other. Pursuant to the Assignment, Assignor transferred ownership of all of its rights in tangible and intangible assets (collectively, the “Assets”) to Assignee for sale. Assignee shall sell the Assets and distribute the net proceeds to creditors of Assignor.

Seller has retained the services of Gerbsman Partners and certain former employees to assist with the sale of the assets. They have made themselves available to assist with due diligence and the transition of assets.

As Seller, Velicept (“assignment for the benefit of creditors, LLC”) will oversee the process, select the winning bidder(s) and provide some assistance with the transfer of assets to the buyer(s). This will be a closed bidding process whereby the names of the bidders and the bids will not be disclosed to the other interested parties.

The contemplated transaction will be an asset sale using a standard Asset Purchase Agreement (“APA”). Please note that the general terms under which the assets will be sold, and key terms include:

Sell and convey assets on an “as-is, where-is” basis with all faults;

Sell and convey assets with limited representations or warranties; and

No indemnity for the purchaser of assets and the purchaser will indemnify the Seller the use of the assets after the closing date.

It is important to note that Assignee uses a portion of the proceeds received from the sale for the administration of the estate and distributes the balance to the creditors of the estate. As such Assignee is not able to provide the representations or warranties that a buyer would typically receive. Please bid accordingly and with the acknowledgement that the actual terms and conditions of the final APA are to be consistent and substantially in the form of Assignee’s standard agreement.

Due diligence will begin immediately.  Assignee will provide access to an online data room to interested parties provided that a valid confidentiality and non-disclosure agreement (NDA) is put in place. Each interested party, when executing the NDA, shall be deemed to acknowledge and represent that (i) it is bound by the bidding procedures contained in this Offering Memorandum; (ii) that it has an opportunity to perform due diligence on the assets of Velicept Therapeutics, Inc.; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Velicept Therapeutics, Inc. or Assignee or their respective staff, agents or attorneys; and (iv) all provided documents and reports have been provided solely for the convenience of interested parties and neither Assignor nor Assignee (or their respective staff, agents or attorneys) makes any representations as to the accuracy or completeness of same.  The information contained in this Offering Memorandum has been provided to Assignee by the former management of Assignor. Neither Assignee nor Assignor represent that any of the information contained in this Offering Memorandum is a statement of opinion or fact.  Interested parties are solely responsible for performing their own due diligence to determine the value and status of the assets being offered through independent investigation by themselves and their legal and/or financial advisors.

Dates and Deadlines – Letters of Intent (containing the required information set forth in the paragraph below) should be received by no later than Friday, January 22 , 2021, at 5:00 pm Pacific Time.  Based on the submitted Letters of Intent or otherwise, qualifying parties (which meet the requirements established by the Assignee in its sole and absolute discretion) will be asked to prepare and submit Letters of Intent in the form of a standard Asset Purchase Agreement (an “APA”) (containing the required information set forth in the paragraph below).  Such Letters of Intent should be received no later than Friday January 22, 2021, at 5:00 pm Pacific Time (the “Offer Deadline”), or they may not be considered by the Assignee in its sole and absolute discretion.  The Assignee anticipates rendering a decision shortly after the Offer Deadline and communicating such decision to the parties submitting Letters of Intent.

Notwithstanding the deadlines set forth above, Indications of Interest and/or Letters of Intent may be presented to the Assignees at any time during the due diligence period by email or facsimile (contact information provided below).  Letters of Intent must include the name of the purchasing entity, the purchase price, the assets to be purchased, any contingencies to closing, and any variation from the standard terms and conditions of the APA (such variations shall be noted by submitting a “redline” version against the form APA provided by the Assignee).  A form APA will be provided upon request.  Interested Parties should be aware that any significant material changes to the form APA may jeopardize the transaction and cause the Assignee to reject any such Letters of Intent and reopen the bidding process.  The sale will be an “AS IS”, “WHERE IS” sale, with no representations or warranties whatsoever provided by the Assignee or Velicept Therapeutics, Inc. as to merchantability, fitness or use, and the assets shall be subject to any and all encumbrances and related obligations.

Assignee and former senior employees will also be available to host in-person and web presentations by teleconference with former technical resources that have been retained for this purpose.

Once the announcement has been made that the bidding has ended, the successful bidder (“Buyer”) will be required to close and fund promptly. Exclusivity will not be granted and it is the successful bidders’ sole responsibility to set the closing agenda.

Seller reserves the right to accelerate, delay, cancel or alter the bidding process immediately with or without notifying other bidders, and to withdraw any or all assets from this sale process in its sole discretion. Seller reserves the right to modify, cancel, delay, accelerate or revise the sale at any time with or without notifying interested parties.  Therefore, Interested parties are encouraged to complete due diligence and submit offers as soon as practicable.

All Bids/Letters of Intent should be submitted to steve@gerbsmanpartners.com and tcox@sherwoodpartners.com .

We appreciate your sincere interest in this opportunity and this exciting offering for the assets of the Velicept Therapeutics, Inc.  We look forward to engaging with you and your due diligence teams.

 

SPECIAL PURPOSE ENTITY DISCLOSURE

Velicept (“assignment for the benefit of creditors, LLC”) (“Assignee” or “Seller”), in its sole and limited capacity as Assignee for the Benefit of Creditors of Velicept Therapeutics, Inc. as Assignee is a special purpose entity under the direction of Assignee  headquartered at 3945 Freedom Circle, Suite 560, Santa Clara, California 95054, United States.

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

Steven R. Gerbsman

Gerbsman Partners

steve@gerbsmanpartners.com

 

Kenneth Hardesty

Gerbsman Partners

ken@gerbsmanpartners.com

Update to “The Bidding Process, Procedures for the Sale of Velicept Therapeutics, Inc.”

Further to Gerbsman Partners sales letter of December 15, 2020 regarding the sale of Velicept Therapeutics, Inc. (“Velicept” or “Company”)  I am attaching “Exhibit A, Velicept NDA”, “Velicept Patent information”, “Velicept detail ppt information” and “Velicept Date Room Index” for Velicept Data Room due diligence information”.

Gerbsman Partners  has been retained by Velicept (“assignment for the benefit of creditors, LLC”) (“Assignee” or “Seller”) the Assignee to Velicept to solicit interest for the acquisition of all or substantially all of the Velicept assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Velicept Assets”).

On December 9, 2020, Velicept Therapeutics, Inc., a Delaware corporation, as Assignor, made a General Assignment for the Benefit of Creditors (the “Assignment”) to Velicept (“assignment for the benefit of creditors, LLC”), a Delaware limited liability company, as Assignee, pursuant to Delaware state law. Please note that with the exception of the relationship created by the Assignment, and despite their similarity in name, Assignor and Assignee have no corporate affiliation to each other. Pursuant to the Assignment, Assignor transferred ownership of all of its rights in tangible and intangible assets (collectively, the “Assets”) to Assignee for sale. Assignee shall sell the Assets and distribute the net proceeds to creditors of Assignor.

Disclaimer

This Enterprise Offering contains information regarding certain operations and the business of Velicept Therapeutics, Inc., and the information contained herein has been assembled for the purpose of providing interested parties with general information to assist in their evaluation of a possible acquisition of the Company or assets of the Company. Nothing contained in this Enterprise Offering is, or shall be relied upon as, a promise or representation as to the past, present or future performance of the Company or its product or as providing any assurances of any kind regarding the Company’s intellectual property or other assets.  In furnishing this Enterprise Offering, neither the Company, Gerbsman Partners nor Assignee undertakes any obligation to (and each expressly reserves the right not to) provide the recipient with access to any additional information of any kind with respect to the Company or any of its assets or operations.

Assignee has retained the services of certain former employees to assist with the sale of the assets. They have made themselves available to assist with due diligence and the transition of assets.

As Seller, Velicept (“assignment for the benefit of creditors, LLC”) will oversee the process, select the winning bidder(s) and provide some assistance with the transfer of assets to the buyer(s). This will be a closed bidding process whereby the names of the bidders and tthe bids will not be disclosed to the other interested parties. The sale is being conducted with the cooperation of the Assignee and certain former Velicept employees who have advised the Assignee that they will be available to assist buyers with due diligence and assist with a prompt transfer of the Velicept Assets.

Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained provided by Assignee 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.

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

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

 

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 Velicapt Assets has been supplied by third parties and obtained from a variety of sources. It has not been independently investigated or verified by Assignee or Gerbsman Partners or their respective agents.  

Potential purchasers should not rely on any information contained in this memorandum or provided by Assignee 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.

Assignee and 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 reason of Assignee’s or Gerbsman Partners’ negligence or otherwise. 

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

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreement (in the form attached hereto as Exhibit A) to have access to key members of Velicept’s former management, intellectual capital and the due diligence “war room” documentation (the “Due Diligence Access”). Each interested party, upon obtaining Due Diligence Access, shall be deemed to acknowledge and represent that (i) it is bound by the bidding procedures described herein; (ii) it has an opportunity to inspect and examine the Velicept Assets and to review all pertinent documents and information with respect thereto; (iii) it is not relying upon any written or oral statements, representations, or warranties of Assignee or Gerbsman Partners, or any of their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of such interested party, and neither Assignee nor Gerbsman Partners (nor any of their respective, staff, agents, or attorneys) make any representations as to the accuracy or completeness of the same.  

TERMS AND CONDITIONS TO SALE

On December 9, 2020, Velicept Therapeutics, Inc., a Delaware corporation, as Assignor, made a General Assignment for the Benefit of Creditors (the “Assignment”) to Velicept (“assignment for the benefit of creditors, LLC”), a Delaware limited liability company, as Assignee, pursuant to Delaware state law. Please note that with the exception of the relationship created by the Assignment, and despite their similarity in name, Assignor and Assignee have no corporate affiliation to each other. Pursuant to the Assignment, Assignor transferred ownership of all of its rights in tangible and intangible assets (collectively, the “Assets”) to Assignee for sale. Assignee shall sell the Assets and distribute the net proceeds to creditors of Assignor.

Seller has retained the services of Gerbsman Partners and certain former employees to assist with the sale of the assets. They have made themselves available to assist with due diligence and the transition of assets.

As Seller, Velicept (“assignment for the benefit of creditors, LLC”) will oversee the process, select the winning bidder(s) and provide some assistance with the transfer of assets to the buyer(s). This will be a closed bidding process whereby the names of the bidders and the bids will not be disclosed to the other interested parties.

The contemplated transaction will be an asset sale using a standard Asset Purchase Agreement (“APA”). Please note that the general terms under which the assets will be sold, and key terms include:

Sell and convey assets on an “as-is, where-is” basis with all faults;

Sell and convey assets with limited representations or warranties; and

No indemnity for the purchaser of assets and the purchaser will indemnify the Seller the use of the assets after the closing date.

It is important to note that Assignee uses a portion of the proceeds received from the sale for the administration of the estate and distributes the balance to the creditors of the estate. As such Assignee is not able to provide the representations or warranties that a buyer would typically receive. Please bid accordingly and with the acknowledgement that the actual terms and conditions of the final APA are to be consistent and substantially in the form of Assignee’s standard agreement.

Due diligence will begin immediately.  Assignee will provide access to an online data room to interested parties provided that a valid confidentiality and non-disclosure agreement (NDA) is put in place. Each interested party, when executing the NDA, shall be deemed to acknowledge and represent that (i) it is bound by the bidding procedures contained in this Offering Memorandum; (ii) that it has an opportunity to perform due diligence on the assets of Velicept Therapeutics, Inc.; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Velicept Therapeutics, Inc. or Assignee or their respective staff, agents or attorneys; and (iv) all provided documents and reports have been provided solely for the convenience of interested parties and neither Assignor nor Assignee (or their respective staff, agents or attorneys) makes any representations as to the accuracy or completeness of same.  The information contained in this Offering Memorandum has been provided to Assignee by the former management of Assignor. Neither Assignee nor Assignor represent that any of the information contained in this Offering Memorandum is a statement of opinion or fact.  Interested parties are solely responsible for performing their own due diligence to determine the value and status of the assets being offered through independent investigation by themselves and their legal and/or financial advisors.

Dates and Deadlines – Letters of Intent (containing the required information set forth in the paragraph below) should be received by no later than Friday, January 22 , 2021, at 5:00 pm Pacific Time.  Based on the submitted Letters of Intent or otherwise, qualifying parties (which meet the requirements established by the Assignee in its sole and absolute discretion) will be asked to prepare and submit Letters of Intent in the form of a standard Asset Purchase Agreement (an “APA”) (containing the required information set forth in the paragraph below).  Such Letters of Intent should be received no later than Friday January 22, 2021, at 5:00 pm Pacific Time (the “Offer Deadline”), or they may not be considered by the Assignee in its sole and absolute discretion.  The Assignee anticipates rendering a decision shortly after the Offer Deadline and communicating such decision to the parties submitting Letters of Intent.

Notwithstanding the deadlines set forth above, Indications of Interest and/or Letters of Intent may be presented to the Assignees at any time during the due diligence period by email or facsimile (contact information provided below).  Letters of Intent must include the name of the purchasing entity, the purchase price, the assets to be purchased, any contingencies to closing, and any variation from the standard terms and conditions of the APA (such variations shall be noted by submitting a “redline” version against the form APA provided by the Assignee).  A form APA will be provided upon request.  Interested Parties should be aware that any significant material changes to the form APA may jeopardize the transaction and cause the Assignee to reject any such Letters of Intent and reopen the bidding process.  The sale will be an “AS IS”, “WHERE IS” sale, with no representations or warranties whatsoever provided by the Assignee or Velicept Therapeutics, Inc. as to merchantability, fitness or use, and the assets shall be subject to any and all encumbrances and related obligations.

Assignee and former senior employees will also be available to host in-person and web presentations by teleconference with former technical resources that have been retained for this purpose.

Once the announcement has been made that the bidding has ended, the successful bidder (“Buyer”) will be required to close and fund promptly. Exclusivity will not be granted and it is the successful bidders’ sole responsibility to set the closing agenda.

Seller reserves the right to accelerate, delay, cancel or alter the bidding process immediately with or without notifying other bidders, and to withdraw any or all assets from this sale process in its sole discretion. Seller reserves the right to modify, cancel, delay, accelerate or revise the sale at any time with or without notifying interested parties.  Therefore, Interested parties are encouraged to complete due diligence and submit offers as soon as practicable.

All Bids/Letters of Intent should be submitted to steve@gerbsmanpartners.com and tcox@sherwoodpartners.com .

We appreciate your sincere interest in this opportunity and this exciting offering for the assets of the Velicept Therapeutics, Inc.  We look forward to engaging with you and your due diligence teams.

SPECIAL PURPOSE ENTITY DISCLOSURE

Velicept (“assignment for the benefit of creditors, LLC”) (“Assignee” or “Seller”), in its sole and limited capacity as Assignee for the Benefit of Creditors of Velicept Therapeutics, Inc. as Assignee is a special purpose entity under the direction of Assignee  headquartered at 3945 Freedom Circle, Suite 560, Santa Clara, California 95054, United States.

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

Steven R. Gerbsman                                                          

steve@gerbsmanpartners.com                         

 

Kenneth Hardesty

ken@gerbsmanpartners.com

Update to “The Bidding Process, Procedures for the Sale of Velicept Therapeutics, Inc.”

Further to Gerbsman Partners sales letter of December 15, 2020 regarding the sale of Velicept Therapeutics, Inc. (“Velicept” or “Company”)  I am attaching “Exhibit A, Velicept NDA”, “Velicept Patent information”, “Velicept detail ppt information” and “Velicept Date Room Index” for Velicept Data Room due diligence information”.

Gerbsman Partners  has been retained by Velicept (“assignment for the benefit of creditors, LLC”) (“Assignee” or “Seller”) the Assignee to Velicept to solicit interest for the acquisition of all or substantially all of the Velicept assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Velicept Assets”).

On December 9, 2020, Velicept Therapeutics, Inc., a Delaware corporation, as Assignor, made a General Assignment for the Benefit of Creditors (the “Assignment”) to Velicept (“assignment for the benefit of creditors, LLC”), a Delaware limited liability company, as Assignee, pursuant to Delaware state law. Please note that with the exception of the relationship created by the Assignment, and despite their similarity in name, Assignor and Assignee have no corporate affiliation to each other. Pursuant to the Assignment, Assignor transferred ownership of all of its rights in tangible and intangible assets (collectively, the “Assets”) to Assignee for sale. Assignee shall sell the Assets and distribute the net proceeds to creditors of Assignor.

Disclaimer

This Enterprise Offering contains information regarding certain operations and the business of Velicept Therapeutics, Inc., and the information contained herein has been assembled for the purpose of providing interested parties with general information to assist in their evaluation of a possible acquisition of the Company or assets of the Company. Nothing contained in this Enterprise Offering is, or shall be relied upon as, a promise or representation as to the past, present or future performance of the Company or its product or as providing any assurances of any kind regarding the Company’s intellectual property or other assets.  In furnishing this Enterprise Offering, neither the Company, Gerbsman Partners nor Assignee undertakes any obligation to (and each expressly reserves the right not to) provide the recipient with access to any additional information of any kind with respect to the Company or any of its assets or operations.

Assignee has retained the services of certain former employees to assist with the sale of the assets. They have made themselves available to assist with due diligence and the transition of assets.

As Seller, Velicept (“assignment for the benefit of creditors, LLC”) will oversee the process, select the winning bidder(s) and provide some assistance with the transfer of assets to the buyer(s). This will be a closed bidding process whereby the names of the bidders and tthe bids will not be disclosed to the other interested parties. The sale is being conducted with the cooperation of the Assignee and certain former Velicept employees who have advised the Assignee that they will be available to assist buyers with due diligence and assist with a prompt transfer of the Velicept Assets.

Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained provided by Assignee 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.

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

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

 

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 Velicapt Assets has been supplied by third parties and obtained from a variety of sources. It has not been independently investigated or verified by Assignee or Gerbsman Partners or their respective agents.  

Potential purchasers should not rely on any information contained in this memorandum or provided by Assignee 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.

Assignee and 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 reason of Assignee’s or Gerbsman Partners’ negligence or otherwise. 

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

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreement (in the form attached hereto as Exhibit A) to have access to key members of Velicept’s former management, intellectual capital and the due diligence “war room” documentation (the “Due Diligence Access”). Each interested party, upon obtaining Due Diligence Access, shall be deemed to acknowledge and represent that (i) it is bound by the bidding procedures described herein; (ii) it has an opportunity to inspect and examine the Velicept Assets and to review all pertinent documents and information with respect thereto; (iii) it is not relying upon any written or oral statements, representations, or warranties of Assignee or Gerbsman Partners, or any of their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of such interested party, and neither Assignee nor Gerbsman Partners (nor any of their respective, staff, agents, or attorneys) make any representations as to the accuracy or completeness of the same.  

TERMS AND CONDITIONS TO SALE

On December 9, 2020, Velicept Therapeutics, Inc., a Delaware corporation, as Assignor, made a General Assignment for the Benefit of Creditors (the “Assignment”) to Velicept (“assignment for the benefit of creditors, LLC”), a Delaware limited liability company, as Assignee, pursuant to Delaware state law. Please note that with the exception of the relationship created by the Assignment, and despite their similarity in name, Assignor and Assignee have no corporate affiliation to each other. Pursuant to the Assignment, Assignor transferred ownership of all of its rights in tangible and intangible assets (collectively, the “Assets”) to Assignee for sale. Assignee shall sell the Assets and distribute the net proceeds to creditors of Assignor.

Seller has retained the services of Gerbsman Partners and certain former employees to assist with the sale of the assets. They have made themselves available to assist with due diligence and the transition of assets.

As Seller, Velicept (“assignment for the benefit of creditors, LLC”) will oversee the process, select the winning bidder(s) and provide some assistance with the transfer of assets to the buyer(s). This will be a closed bidding process whereby the names of the bidders and the bids will not be disclosed to the other interested parties.

The contemplated transaction will be an asset sale using a standard Asset Purchase Agreement (“APA”). Please note that the general terms under which the assets will be sold, and key terms include:

Sell and convey assets on an “as-is, where-is” basis with all faults;

Sell and convey assets with limited representations or warranties; and

No indemnity for the purchaser of assets and the purchaser will indemnify the Seller the use of the assets after the closing date.

It is important to note that Assignee uses a portion of the proceeds received from the sale for the administration of the estate and distributes the balance to the creditors of the estate. As such Assignee is not able to provide the representations or warranties that a buyer would typically receive. Please bid accordingly and with the acknowledgement that the actual terms and conditions of the final APA are to be consistent and substantially in the form of Assignee’s standard agreement.

Due diligence will begin immediately.  Assignee will provide access to an online data room to interested parties provided that a valid confidentiality and non-disclosure agreement (NDA) is put in place. Each interested party, when executing the NDA, shall be deemed to acknowledge and represent that (i) it is bound by the bidding procedures contained in this Offering Memorandum; (ii) that it has an opportunity to perform due diligence on the assets of Velicept Therapeutics, Inc.; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Velicept Therapeutics, Inc. or Assignee or their respective staff, agents or attorneys; and (iv) all provided documents and reports have been provided solely for the convenience of interested parties and neither Assignor nor Assignee (or their respective staff, agents or attorneys) makes any representations as to the accuracy or completeness of same.  The information contained in this Offering Memorandum has been provided to Assignee by the former management of Assignor. Neither Assignee nor Assignor represent that any of the information contained in this Offering Memorandum is a statement of opinion or fact.  Interested parties are solely responsible for performing their own due diligence to determine the value and status of the assets being offered through independent investigation by themselves and their legal and/or financial advisors.

Dates and Deadlines – Letters of Intent (containing the required information set forth in the paragraph below) should be received by no later than Friday, January 22 , 2021, at 5:00 pm Pacific Time.  Based on the submitted Letters of Intent or otherwise, qualifying parties (which meet the requirements established by the Assignee in its sole and absolute discretion) will be asked to prepare and submit Letters of Intent in the form of a standard Asset Purchase Agreement (an “APA”) (containing the required information set forth in the paragraph below).  Such Letters of Intent should be received no later than Friday January 22, 2021, at 5:00 pm Pacific Time (the “Offer Deadline”), or they may not be considered by the Assignee in its sole and absolute discretion.  The Assignee anticipates rendering a decision shortly after the Offer Deadline and communicating such decision to the parties submitting Letters of Intent.

Notwithstanding the deadlines set forth above, Indications of Interest and/or Letters of Intent may be presented to the Assignees at any time during the due diligence period by email or facsimile (contact information provided below).  Letters of Intent must include the name of the purchasing entity, the purchase price, the assets to be purchased, any contingencies to closing, and any variation from the standard terms and conditions of the APA (such variations shall be noted by submitting a “redline” version against the form APA provided by the Assignee).  A form APA will be provided upon request.  Interested Parties should be aware that any significant material changes to the form APA may jeopardize the transaction and cause the Assignee to reject any such Letters of Intent and reopen the bidding process.  The sale will be an “AS IS”, “WHERE IS” sale, with no representations or warranties whatsoever provided by the Assignee or Velicept Therapeutics, Inc. as to merchantability, fitness or use, and the assets shall be subject to any and all encumbrances and related obligations.

Assignee and former senior employees will also be available to host in-person and web presentations by teleconference with former technical resources that have been retained for this purpose.

Once the announcement has been made that the bidding has ended, the successful bidder (“Buyer”) will be required to close and fund promptly. Exclusivity will not be granted and it is the successful bidders’ sole responsibility to set the closing agenda.

Seller reserves the right to accelerate, delay, cancel or alter the bidding process immediately with or without notifying other bidders, and to withdraw any or all assets from this sale process in its sole discretion. Seller reserves the right to modify, cancel, delay, accelerate or revise the sale at any time with or without notifying interested parties.  Therefore, Interested parties are encouraged to complete due diligence and submit offers as soon as practicable.

All Bids/Letters of Intent should be submitted to steve@gerbsmanpartners.com and tcox@sherwoodpartners.com .

We appreciate your sincere interest in this opportunity and this exciting offering for the assets of the Velicept Therapeutics, Inc.  We look forward to engaging with you and your due diligence teams.

SPECIAL PURPOSE ENTITY DISCLOSURE

Velicept (“assignment for the benefit of creditors, LLC”) (“Assignee” or “Seller”), in its sole and limited capacity as Assignee for the Benefit of Creditors of Velicept Therapeutics, Inc. as Assignee is a special purpose entity under the direction of Assignee  headquartered at 3945 Freedom Circle, Suite 560, Santa Clara, California 95054, United States.

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

Steven R. Gerbsman                                                          

Gerbsman Partners

steve@gerbsmanpartners.com                         

 

Kenneth Hardesty

Gerbsman Partners

ken@gerbsmanpartners.com