Archive for December, 2011

Article fom GigaOm.

In today’s crowded world of e-commerce, it’s not easy to make a name for yourself. New niche sites pop up constantly, while big players such as Amazon are work to undercut the growing competition by spreading into new territories and offering low prices and lots of perks. Meanwhile, the brick-and-mortar retail giants game such as Walmart are getting savvy to e-commerceand investing more and more in building strong online operations.

That’s why it’s particularly impressive that Wayfair, a relatively little known e-commerce company that deals in home furnishings and decor, is set to make more than $500 million in top-line sales for 2011. I talked recently with Wayfair’s CEO Niraj Shah to get details on how the company quietly built a half-billion-dollar-per-year business, and where it plans to go from here.

Start small and widespread, consolidate later

Wayfair as it stands today was founded by Shah and his business partner Steve Conine nine years ago as CSN Stores. At its inception in August 2002, CSN operated a single website, racksandstands.com, which sold storage and home entertainment furniture. Gradually CSN expanded its holdings to include number of individual sites that sold other kinds of home and lifestyle goods, with domain names such as strollers.com and cookware.com. By 2010, CSN had slowly but surely grown to more than 600 employees, and its family of more than 200 websites was bringing in $380 million in annual sales. All this time, CSN had not taken a dime of institutional capital.

It wasn’t until 2011 that Shah and Conine decided to consolidate CSN’s operations under one brand name of Wayfair and take the business to the next level by raising outside funding. In June 2011 Spark Capital, Battery Ventures, Great Hill Partners and HarbourVest Partners pitched into a $165 million funding round. Wayfair now operates under three brands: Wayfair.com, which sells a variety of mid-range home goods; AllModern, which sells higher-end brands such as Alessi and Herman Miller; and Joss & Main, a flash sales site for designer home goods.

Beating out brick and mortar

The consolidation and rebranding is serving Wayfair well. The company now has nearly 1000 staff and a catalog of more than 4.5 million items from 5000 brands. Now it’s closing out its best year ever, with 2011 holiday season sales 30 percent higher than they were in 2010. Cyber Monday 2011 was the best single day of sales in the history of CSN/Wayfair, with an average order size of $143 per customer.

So what’s next? According to Shah, the company is looking at some pretty big players as its competition. And the most pressing competitors are more traditional physical retailers, not other online companies. “We were really focused on online competitors when we started, but over time as we’ve grown we’ve found that our competitors really include Walmart, Target, and folks like that,” Shah said. “We tend to win if someone is looking at our site along with another site. But if people just go directly to a brand they already recognize, like Target, then we may not get the chance to win that business.” That’s exactly why Wayfair has decided to focus on building up its own brand recognition right now, Shah says:

“Right now the home market is a little over half a trillion dollars in the United States, but only about 5 to 6 percent of that is online, and it’s a highly fragmented market within that. That’s all starting to really come online, so we want Wayfair to emerge as a household name. We want to seize the opportunity to be the go-to brand for home decor online.”

The road to an IPO

Ultimately, Shah says that Wayfair plans to return its shareholders’ $165 million investment with an eventual initial public offering. But he also noted that Wayfair’s investors are quite patient, especially seeing that the company was operating with comfortable profits well before outside money was brought in.

“In general for tech companies it seems to be a good time in the market to go public. But part of why we never took investment capital early on is that we didn’t want any time pressure regarding an exit,” Shah said. “If your business is going well you still try to time an IPO well, but it’s not like you’re going to miss a ‘window.’ We could see being publicly traded in five years’ time, but it’s not a big priority now.” In the near-term, he says, Wayfair’s focus is on international expansion and boosting its brand worldwide.

To me, it seems likely that Wayfair could become an attractive acquisition target for Amazon as it proceeds toward an IPO — Amazon has been known to snap up niche competitors with big price tags before, such as its $540 million acquisition of Diapers.com owner Quidsi. Whatever happens, Wayfair will certainly be a company to watch in the months ahead.

Read original post here.

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Article from SFGate.

“Facebook and Yelp are set to lead the biggest year for U.S. initial public offerings by Internet companies since 1999, testing demand for IPOs after investors lost money on Zynga and Pandora Media.

With Facebook considering the largest Internet IPO on record and regulatory filings showing that at least 14 other Web-related companies are planning sales, the industry may raise $11 billion next year, according to data compiled by Bloomberg. That would be the most since $18.5 billion of IPOs in 1999, just before the dot-com bubble burst.

While surging sales growth may lure investors to Facebook, the biggest social-networking site, heightened stock volatility and Europe’s sovereign-debt crisis could temper the pace of global IPOs after a 38 percent decline in 2011. Even Internet companies may cut valuations for their offerings after Zynga, the largest developer of games for Facebook, and online radio company Pandora slumped following share sales this year, according to researcher Morningstar.

“Technology is still a place where you can get outperformance in terms of growth against a tepid market backdrop,” said David Erickson, global co-head of equity capital markets at Barclays. “You might see more IPOs emerge if we get resolution in Europe or stability that makes investors more comfortable with the overall market.”

IPOs raised $155.8 billion in 2011, compared with $252 billion a year earlier, and U.S. initial offerings generated $38.8 billion, about 10 percent less than in 2010, Bloomberg data show. In Asia, IPOs this year have raised $79.2 billion, less than half the $176.5 billion last year, Bloomberg data show.

While funds raised in Europe rose for the year, they sank more than 95 percent since August from a year earlier after the worsening debt crisis and a cut to the U.S. credit rating sapped confidence in global markets.

Morgan Stanley

Morgan Stanley took the biggest share of both U.S. and global IPOs for the second year in a row after working on initial share sales by Glencore International, HCA Holdings and Michael Kors Holdings. Pen Pendleton, a spokesman for Morgan Stanley, declined to comment.

The bank also was the lead underwriter on Zynga and Pandora’s IPOs. The stocks’ declines following those public debuts may prompt greater scrutiny of valuations in 2012, said James Krapfel, an analyst at Morningstar in Chicago.

“Investors will take a harder look at the numbers going forward and need to see strong revenue and profit growth,” Krapfel said. Bookings, an indication of deferred revenue, at Zynga have increased more slowly this year, suggesting the company’s IPO price was too high, according to a Dec. 9 Morningstar report.

Zynga, which raised $1 billion in its IPO this month, has since fallen 2.5 percent after going public at a valuation three times that of Redwood City rival Electronic Arts. Oakland’s Pandora has plunged 36 percent since its June 14 IPO.

Facebook, based in Menlo Park, is examining a $10 billion offering that would value it at more than $100 billion, a person with knowledge of the matter said last month. Total sales at Facebook in 2012 may surge 52 percent to 62 percent from this year’s projected $4.27 billion through increased ad revenue, according to Debra Aho Williamson, an analyst at EMarketer. Industrywide, the display ad market may surge 24 percent to $12.3 billion this year.

“Tech offerings generally offer real growth, and investors get very excited when they can’t find growth in the broader market,” J.D. Moriarty, co-head of equity capital markets for technology in the Americas at Bank of America, said at a briefing this month.

Yelp, the consumer-review website operator, and e-mail marketer ExactTarget both filed for IPOs in November. This year, 19 Internet companies generated $6.6 billion in U.S. initial share sales.

Going public

Glam Media, a Web-advertising company that targets women, plans to make its first IPO filing by the end of the second quarter, people familiar with the matter said. AppNexus, the online-ad company backed by Microsoft, may go public in late 2012, Chief Executive Officer Brian O’Kelley said. Companies like MobiTV and Eloqua, which rely on the Internet to distribute cloud- based software products to clients, may seek an additional $650 million, regulatory filings show.

In Europe, the IPO market has “essentially come to a halt” as the sovereign-debt crisis spread from Greece to Portugal and Italy, said Mary Ann Deignan, head of equity capital markets for the Americas at Bank of America. In September, Siemens AG suspended an IPO of its Osram lighting unit and Spain pulled the initial public offering of its lottery operator as global stocks headed for a one-year low.

“There are companies that would like to go public but are waiting for the right market environment to do so,” said Deignan, speaking at a briefing this month. “As long as policymakers and politicians control the headlines, Europe remains a challenge.”

Read more: http://www.sfgate.com/cgi-bin/article.cgi?f=/c/a/2011/12/28/BUE01MHK4V.DTL#ixzz1hv9KomS3

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The Fashion Whip: 2011’s Best Dressed Politicians (It’s Not Who You Think!)
The Fashion Whip is a political style column in the Huffington Post by Lauren Rothman and Christina Wilkie. Rothman is the founder of Styleauteur http://styleauteur.com

WASHINGTON — What does it take to land on The Fashion Whip’s list of the best dressed people in American politics?

Simply put, it’s power dressing — the kind that moves crowds and makes voters and congressional colleagues take a second look. This is a list of politicians who cultivate their power through their public image — and this being politics, it’s always deliberate.

Power dressing in politics is not just about what (or who) you are wearing — it is also about how you communicate your message. Body language, charisma and the ability to carry oneself well factor heavily into the overall look. You have to own it. This list of politicians includes heavyweights with decades of experience in the public eye, as well as a healthy dose of newcomers — all of whom have the political clout to move (and sway) people.

In a place where many of the most powerful roles are occupied by men, freshman Rep. Frederica Wilson’s (D-Fla.) matching cowboy hat and suit ensembles (Wilson reportedly has a room where she keeps more than 80 hats!), and the sharp panache of Rep. Marsha Blackburn (R-Tenn.) exemplify the unique way these women occupy their own political stage. Among the ‘gents, Sen. John Kerry (D-Mass.) and GOP presidential candidate Mitt Romney are high-budget veterans, and the standard they set influences relative newcomers like Reps. Cedric Richmond (D-La.) and Aaron Schock (R-Ill.), who have an impressive collection of designer suits between them.

Click through the slideshow for the trademarks and tactics that shaped and maintained Washington’s reputation for power dressing this year.


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Women Do It Better – article from Barrons

The world is full of illusion. What we generally think the truth is and what is actually happening on the ground is often at odds. Smart investors know how to arbitrage the difference between this fact and perception to make a financial killing. In the world of charitable giving, insights into what is myth and what fact improves the philianthropic industry and makes for a more wholesome society.

Which is why I encourage a look at some myth busting facts emerging from The 2011 Study of High Net Worth Woman’s Philanthropy by The Center on Philanthropy at Indiana University, a report commissioned by Bank of America Merrill Lynch. The 911 men and women in the study had an average net worth of $12.2 million and average annual income of $639,924.

Consider: “Contrary to popular belief that men predominantly control philanthropic dollars within a household, the survey found that in nearly 90% of high net worth individuals, women are either the sole decision-maker or at least an equal partner in charitable decision-making.” (Just 14.6% of the men in couple relationships, and 10.6% of the women, said the couple consciously made “separate decisions” about charitable gifts.) Furthermore, “findings show that single women are more likely to give to charity, and give at a higher level than single men across all charitable subsectors and some income levels.”

Men are from Mars, women are from Venus. The primary motivation (81.7%) for women to give to charitable causes is that they are “moved” by how a gift can “make a difference”; 70.9% of the men needed to be so “moved” before opening their wallets.

Once moved, however, women turn into tough donors. They are far more insistent the organization they are giving to is “efficient” (women 80.5%, men 69.2%), and their gifts somehow “give back to the community” (women 78.2%, men 63.3%). Furthermore, women tend to give more to organizations where they do volunteer work (women 65.7%, men 49.8%), possibly because they have an insider’s view that the organization getting their dollars meets their more stringent criteria.

In fact, women spend much more time kicking the tires and conducting due diligence on charities than do men. “High net worth women (78.4%) are statistically significantly more likely to have a strategy for giving and/or a budget for their giving than men (71.9%).”

Men, those loyal dogs, are in contrast far more likely to “support the same organizations/causes annually” than their female counterparts (men 67.9%, women 59.5%). They are also more inclined to stay the course even when they are going through a tough financial patch. More women than men need to “feel financially secure” before they give (women 77.1%, men 69.5%).

Intriguing stuff. It’s another slice of the apple giving credence to the financially prudent virtues articulated In Praise of Housewife Economics.  But it also confirms a less attractive trait that was detected in the ultra high net worth Chicago study mentioned in The Wealth Disconnect.

For all their expressed concerns about the truly needy – and a few wealthy individuals who distort the overall picture through their outsized generosity – wealthy men and women generally are rather parsimonious about materially helping the indigent with real dollars.

Indiana University figures that the very wealthy of both sexes only give 4.7% of their charitable donations to “organizations that provide food and shelter”. Non-profits that provide “youth or family services” get 8.8%. The biggest recipients are always “foundations, trusts and funds” (22.1%) and “education” (19.3%), reinforcing the view that the wealthy give more to opera houses and their rich alma maters, gifts that benefit other rich folk, than they ever give to those truly in need.

What am I missing here? Is there some sound intellectual reason for this disconnect – such as a profound belief that a handout for food and shelter is a short term fix for which these wealthy donors are looking for longer term solutions – or do the very wealthy really not care about those less fortunate than they are?

Scoundrels exist in all walks of life, of course, but I have to say the narcissistic worldview that consistently emerges from these giving stats does not jive with the wealthy individuals I hang out with. Or maybe I am just kidding myself. Perhaps there is a real difference between the charitable public personas of the very wealthy and what actually happens, in the privacy of their boudoirs, when they actually write their 501 (c) (3) checks.

If any of you can explain this disconnect, or know of some good analytical studies that can help shed light on this anomaly, would love to hear about it. But no need to write in that the wealthy employing workers is a virtue in itself and the best answer to helping those less fortunate – we know that already. What we’re trying to find here is an explanation for a black hole in the philanthropic industry.

Or, failing that, face the cold facts.

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Article from GigaOm.

“For each of the past five years, IBM has come up with a list of five innovations it believes will become popular within five years. In this, the sixth year, IBM has come up with the following technologies it thinks will gain traction. Hold on to your sci-fi novels, because some of these are pretty out there. And some of them, well, I wish we had some of them today.

  • People power will come to life. Advances in technology will allow us to trap the kinetic energy  generated (and wasted) from walking, jogging, bicycling and even from water flowing through pipes. A bicycle charging your iPhone? There’s nothing wrong with that, though I think it might be a while before we see this actually become a mainstream practice.
  • You will never need a password again. Biometrics will finally replace the password, and with that, redefine the phrase “hack.” Jokes aside, IBM believes multi-factor biometrics will become pervasive. ”Biometric data – facial definitions, retinal scans and voice files – will be composited through software to build your DNA-unique online password.” Just based on the increasing hours we spend online, I would say we need solutions such as the ones proposed by IBM labs to come to market ASAP.
  • Mind reading is no longer science fictionScientists are working on headsets with sensors that can read brain activity and recognize facial expressions, excitement and more without needing any physical inputs from the wearer. “Within [five] years, we will begin to see early applications of this technology in the gaming and entertainment industry,” IBM notes. It will also be good for folks who have suffered from strokes and have brain disorders. Personally, I’m not sure this is commercially viable within the stated five years.
  • The digital divide will cease to exist. Mobile phones will make it easy for even the poorest of poor to get connected. In the U.S. and other parts of the world, this is already happening.
  • Junk mail will become priority mail. ”In five years, unsolicited advertisements may feel so personalized and relevant it may seem that spam is dead. At the same time, spam filters will be so precise you’ll never be bothered by unwanted sales pitches again,” notes IBM. I have just one thing to say about this prediction: OMG!

Is IBM any good at this prediction stuff?

New predictions aside, IBM’s track record of predictions over past five years has been somewhat mixed. Let’s take a step back to 2006 and look at its predictions:

  • We will be able to access healthcare remotely, from just about anywhere in the world.
  • Real-time speech translation—once a vision only in science fiction—will become the norm.
  • There will be a 3-D Internet.
  • Technologies the size of a few atoms will address areas of environmental importance.
  • Our mobile phones will start to read our minds.

Remote healthcare is a reality, but real-time speech translation is well, not quite as real. The 3-D Internet: We’re still waiting for that, but those mobile phones are becoming awfully smart. As I said, it’s mixed in its predictions. In 2007, IBM correctly predicted driving would be assisted by software and your phones would become “your wallet, ticket broker, concierge, bank, shopping buddy and more.” But that was right after iPhone launched.

As another example, in 2009, IBM predicted city buildings would “sense and respond” like living organisms. That sensor-based future is finally unfolding two years later. That same year, they predicted cars and buses would run on hydrogen and biofuels. Well, it’s half-true. We have some places where some buses and some cars are running on biofuels. However, their prediction that cities will develop a healthier immune system due to connectedness is quite far from reality. Although we still have a little more than two years to go before we can say IBM got those wrong.

What’s the bottom line?

IBM’s 5 in 5 makes a nice cheat sheet to keep an eye on the future and also focus on key trends that might go big. I can’t wait for the 2012 edition.”

Read more here.

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San Francisco, December, 2011
Gerbsman Partners wishes you and your family a Happy, Healthy and Safe Holiday Season & New Year

We also say “thank you” to our clients, advisors, business partners and all the people the team has been involved with. Gerbsman Partners’ goals have been and always will be, to “Earn the Trust and Confidence” of our clients, and to maintain the highest standards of “Ethics and Integrity”.

As we enter this New Year, we do so again with “Hope for the Future” and with the belief that the heritage of our nation will continue to demonstrate the values of life, liberty and the pursuit of goodness.

Please accept our appreciation for your past support, confidence and continued trust. May 2012 be a successful and profitable year for you and more importantly, provide a gateway to a bright and prosperouse future.

Please also remember that Leaders, Lead; Freedom is not Free and we all should take responsibility for our actions.

May you and your family be healthy, stay safe and enjoy.

Best Regards,

Steven R. Gerbsman
Principal, Gerbsman Partners

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Outlined below are Intellectual Property and Trade Secrets assets from Cortical Pty. Ltd.  The IP and Trade Secrets were developed by Cortical, a biotechnology company that is focused on the development of inhibitors of MIF (macrophage migration inhibitory factor) for the treatment of inflammation and other diseases.

Professor Eric Morand, MD, PhD – Scientific Co-Founder and Chief Scientific Officer is the primary scientist behind the developments and will be available on a consulting basis to an acquiring company.  Eric is a Professor of Medicine at the Monash University Centre for Inflammatory Diseases at Monash MedicalCentre, Melbourne. Eric’s laboratory first identified the role of MIF in rheumatoid arthritis and SLE. He is an acknowledged expert in research on MIF research and glucocorticoid-regulated proteins, and is an author of over 100 papers in peer-reviewed journals in the area of inflammatory diseases. His academic research group has won grants from the NIH, National Health and Medical Research Council Australia, Royal Australasian College of Physicians, and Arthritis Foundation of Australia. He is also the Deputy Director, Rheumatology Unit, Monash Medical Centre, Melbourne, Australia and heads the Monash Lupus Clinic.

The objective of this correspondence is to qualify and determine any potential interest in one of your portfolio companies platforming this opportunity.  If there is interest, Gerbsman Partners will forward additional information and upon receiving a CDA will set up due diligence with Professor Morand and Cortical.

The sale process for any interested party is outlined below and Cortical will entertain Cash and Stock as potential consideration for the Intellectual Property and Trade Secrets.

Please call Steven R. Gerbsman at 415 505 4991 or email steve@gerbsmanpartners.com for additional information.

Steven R. Gerbsman
Gerbsman Partners
Phone: 415.456.0628, 703.823.1855
Fax: 415.459.2278
Cell: 415.505.4991
BLOG of Intellectual Capital http://www.boic.wordpress.com
Skype: thegerbs


Gerbsman Partners (www.gerbsmanpartners.com <http://www.gerbsmanpartners.com&gt; ) has been retained by Cortical Pty. Ltd. (www.cortical.com.au <http://www.cortical.com.au&gt; ) to solicit interest for the acquisition of all, or substantially all of, Cortical’s assets.

Headquartered in Melbourne, Australia, Cortical is a discovery-phase, biotechnology company that is focused on the development of inhibitors of MIF (macrophage migration inhibitory factor) for the treatment of inflammation and other diseases.

Cortical has recently overcome a major roadblock in MIF research, resulting in a cellular assay platform that has enabled fast compound ranking, SAR and screening.  Cortical has developed a library of proprietary MIF inhibitors, including a primary scaffold currently in lead optimization.

To date, Cortical has raised more than $5 million in three rounds of venture capital financing, lead by GBS Ventures (Melbourne, Australia).  In addition, Cortical has benefited from more than $1 million in government assisted grants.


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

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

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

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

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

Company Profile

Cortical is a discovery-phase, Australian biotechnology company developing small-molecule inhibitors of MIF for the treatment of inflammation and other diseases.

Macrophage Migration Inhibitory Factor (MIF) is a differentiated disease target:
·     MIF is a unique pro-inflammatory protein.
·     The MIF knock-out mouse has a normal phenotype, except in disease models.
·     MIF plays a pivotal role in immune-inflammatory diseases, atherosclerosis, metabolic disease and cancer.

Cortical has recently overcome a major roadblock in MIF research, resulting in a cellular assay platform that has enabled fast compound ranking, SAR and screening.  Cortical has developed a library of proprietary MIF inhibitors, including a primary scaffold currently in lead optimization.

To date, Cortical has raised more than $5 million in three rounds of venture capital financing, lead by GBS Ventures (Melbourne, Australia).  In addition, Cortical has benefited from more than $1 million in government assisted grants.

Cortical’s program is lead by Prof Eric Morand who is both a highly respected thought leader in this field and a practicing Rheumatologist.  Dr Morand has published widely; including seminal MIF research and technical reviews: Morand et al., MIF: a new cytokine link between rheumatoid arthritis and atherosclerosis. Nature Reviews Drug Discovery 5, 399–411 (1 May 2006); see Appendix C. The technology originated at Monash University and Cortical was established to exploit its unique know-how around the inflammation target MIF.  Cortical is seeking partners with resources to fully support the MIF program, thereby maintaining its leadership position in the development of MIF-based therapies.

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

Cortical has recently overcome a major roadblock in MIF drug development, resulting in a robust cellular assay platform that has enabledCortical to advance their primary MIF inhibitor scaffold to lead optimisation.   Until recently, Cortical and other competitors in the field ranked compounds using various physical assays which were not considered a reliable predictor of in vivo activity.  Utilizing unique target know-how, Cortical has now successfully developed a robust cellular assay to enable drug development against this well validated biological target.

Cortical’s program provides the platform for MIF inhibitor development:

1.    Composition of Matter and Use claims over independent scaffolds
2.    Library of  >1000 compounds, SAR driven program
3.    Lead candidates in optimization phase
4.    Proprietary  assay methodology (TRADE SECRET) – unique in MIF space
5.    X-ray crystallography (TRADESECRET – Cortical compound-MIF co-crystals)
6.    Preclinical oral proof of concept established in several disease models
7.    Mechanistically driven clinical strategy

Impact of Technology on the Market:

Cortical’s program has targeted first-in-class oral cytokine inhibitor drugs with potential applications in inflammatory disease and cancer indications.
The inflammatory disease market is over $60 BN annually with strong recent growth expected to continue[1 – footnote) . Future growth in this sector may be driven by a new wave of targeted therapies based on orally available small molecules.
MIF is a unique cytokine-like molecule which has been validated as a therapeutic target in a wide range of inflammatory diseases (such as RA, asthma/COPD, lupus, MS, SLE colitis, atherosclerosis), metabolic diseases and cancers.

•  The inflammation market has an unmet need for oral targeted small-molecule approaches
•  Small-molecule MIF inhibition offer huge advantages to a developer:

A.  a biologically distinct target, in an uncrowded space
B.  opportunity in a wide breadth of inflammatory indications § blockbuster (e.g. RA) and niche indications (e.g. SLE)
C  oral administration – a competitive advantage compared with biologicals
D.  mechanism-based application to enable steroid sparing therapy
E.  additional roles of MIF in atherosclerosis, metabolic disease and cancer

•  Potential first-in-class line of therapeutics
§  There are no small-molecule targeted therapies currently approved in inflammation.
§  There are no known clinical-stage MIF antagonist programs worldwide.

Cortical’s Pipeline

Cortical is developing first-in-class small molecule cytokine antagonist compounds which directly target MIF.  Cortical’s novel small molecule MIF inhibitors have been discovered through a structure-based drug design approach, proprietary compound-target crystallography data, and proprietary screening assays.
Cortical molecules have good drug development characteristics such as novelty, ease of synthesis, stability, oral bioavailability, lack of off-target interactions and clean non-GLP toxicity profiles.
Cortical compounds have demonstrated preclinical proof of concept with once daily oral activity in in vivo models of rheumatoid arthritis, atheroma, endotoxic shock, delayed type hypersensitivity, and acute liver inflammation.


Cortical’s Intellectual Property and Trade Secret Summary

Cortical Pty Ltd has 4 active patent applications in various stages of approval, allfiled as Composition of Matter applications.  Three applications have been filed around a benzamidazole pharmacophore (Therapeutic molecules and methods 1, MIF inhibitors, and Therapeutic Small Molecules and Uses Thereof).  A fourth patent application has been filed around a bicyclic pharmacophore (Novel methods for treatment of inflammatory diseases).  This is presented in more detail in Appendix B.

In addition to patents, Cortical has developed and holds a number of trade secret data packs:

(1)  The cellular assay:
Following feedback from large pharmaceutical company partners, Cortical focused on reducing to practice a cellular assay amenable to high throughput screening, and has been successful. Other players in the field have not succeeded in solving this technical problem; literature biological assays do not reliably predict activity against the MIF target.  Physical assays such as tautomerase and biacore show binding of compounds to MIF but these have been shown to not be directly predictive of MIF in vivo activity inhibition.
Cortical has strategically elected not topatent or disclose this assay system to any parties so that this unique ability to successfully rank compounds based on in vitro cellular data remains a competitive advantage.

(2)  The crystal structures:
Cortical holds a number of high resolution proprietary compound-protein X-ray co-crystallography data-sets which demonstrate how Cortical compounds bind to MIF.  At 1.6 Å, these crystal structure data-sets further strengthen the SAR rationale.


Nicole Fowler –CEO:

Nicole Fowler was appointed CEO of Cortical in October 2008.
Nicole has a BSc (Hons) from Monash University, an MBA from Melbourne Business School, with over 15 years experience in biotech. Previous roles include big pharma early discovery (SmithKline Beecham, USA), clinical trial management (Parexel, USA and ICTI, Europe) and the manufacture of generic sterile injectables and biologicals (Southern Dental Industries, Australia and Southern Cross Biotech, Australia). During the last 8 years Nicole has focused on working within young biotech companies managing the translation of academicwork into preclinical and clinical development, capital raising, and in-licensing/out-licensing of intellectual property.

Professor Eric Morand, MD, PhD – Scientific Co-Founder and Chief Scientific Officer

Eric is a Professor of Medicine at the Monash University Centre for Inflammatory Diseases at Monash MedicalCentre, Melbourne. Eric’s laboratory first identified the role of MIF in rheumatoid arthritis and SLE. He is an acknowledged expert in research on MIF research and glucocorticoid-regulated proteins, and is an author of over 100 papers in peer-reviewed journals in the area of inflammatory diseases. His academic research group has won grants from the NIH, National Health and Medical Research Council Australia, Royal Australasian College of Physicians, and Arthritis Foundation of Australia. He is also the Deputy Director, Rheumatology Unit, Monash Medical Centre, Melbourne, Australia and heads the Monash Lupus Clinic.

Board of Directors

·     Nigel Stokes, Chairman: Sydney, Australia
·     Brigitte Smith: Managing Partner, GBS Ventures – Melbourne, Australia
·     Prof Eric Morand: Founder – Melbourne Australia

The assets of Cortical will be sold in whole or in part (collectively, the ” Cortical Assets”). The sale of these assets is being conducted with the cooperation of Cortical. Cortical will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. Notwithstanding the foregoing, Cortical should not be contacted directly without the prior consent of Gerbsman Partners.

The Bidding Process for Interested Buyers

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

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Cortical Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Wednesday, January 18, 2012 at 5:00pm Pacific Daylight Time (the “Bid Deadline”)  to Gerbsman Partners office at 211 Laruel Grove Avenue, Kentfield, CA 94904. Please also email steve@gerbsmanpartners.com <mailto:steve@gerbsmanpartners.com> with any bid.

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

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase.  All bids must be accompanied by a refundable deposit in the amount of $100,000 (payable to Gerbsman Partners.).  The deposit should be wired to Gerbsman Partners Trust Account.  The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by Gerbsman Partners.  Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.

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

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

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

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

Steven R. Gerbsman
Gerbsman Partners
(415) 456-0628

Kenneth Hardesty
Gerbsman Partners
(408) 591-7528

Philip Taub
Gerbsman Partners
(917) 650-5958

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