Sale of Gamma Medica, Inc.
Gerbsman Partners – http://gerbsmanpartners.com has been retained by Hercules Capital, Inc. (“Hercules”), the senior secured lender to Gamma Medica, Inc. (“Gamma Medica” or”GMI”), http://gammamedica.com to solicit interest for the acquisition of all or substantially all of Gamma Medica’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Gamma Medica Assets”).
Please be advised that the Gamma Medica Assets are being offered for sale by HercGamma, Inc., a Delaware Corporation, (”HercGamma”) and an affiliate of Hercules Capital, Inc., Gamma’s Senior Secured Party. HercGamma has acquired title to such assets pursuant to Section 9-610 of the Uniform Commercial Code. Purchasers of the Gamma Medica Assets will receive all of HercGamma’s right, title, and interest in the purchased portion of Gamma Medica’s assets, as provided in the Uniform Commercial Code.
Please see the attached for additional detail information regarding the Sale of Gamma Medical, Inc.’s Assets and IP. (detail information summary, teaser, patent listing, trademark listing and mutual NDA).
The sale is being conducted by Hercules for the benefit of HercGamma. Hercules will use its best efforts to make Gamma Medica’s employees available to assist purchasers with due diligence and assist with a prompt and efficient transition at a mutually convenient time. Presently, all of Gamma Medica’s employee’s have been terminated; key employees have been retained as consultants.
Gamma Medica is headquartered at 12 Manor Parkway, Salem, New Hampshire. To date, $34 million of capital has been invested in the company by Psilos Group and senior debt, by Hercules Capital. Hercules Capital has approximately $ 1.8 million of senior debt, plus other expenses, (including without limitation late fee’s and costs of professionals).
Gamma Medica Company Profile
Gamma Medica, Inc. (‘GMI”) was founded in 2013 following the acquisition of the intellectual property and commercial assets by Psilos Group, who currently owns 100% of the equity.
GMI pioneered the development and commercialization of the first fully digital, dual headed Molecular Breast Imaging (“MBI”) system. MBI overcomes the inherent limitations of anatomical-based imaging technology such as Mammography (MM), Tomosynthesis(Tomo), Ultrasound (US) and Automated Breast Ultrasound (ABUS) in women with dense breast tissue.
- LumaGEM® MBI is indicated for secondary screening or diagnostic imaging for women who have dense breast tissue. Over 45% of all women present radiologists with a diagnostic challenge since standard mammography or tomosynthesis cannot discern tissue density from cancerous lesions due to the appearance of the lesions as white on a white background if fibrous tissue is present. Quoting from published peer reviewed clinical papers, mammography only detects 3/1000, however, when MBI is used as a secondary screening device a further 9/1000 are detected. Ultrasound, when used in a similar protocol, only finds 3/1000. LumaGEM® is a breakthrough technology for women who are at risk and/or dense breast tissue.
- LumaGEM® can be easily incorporated into a busy clinical practice, the patient experience is far superior to mammography since no breast compression is required, a frequent complaint and a compliance problem. The procedure is fully reimbursed (CMS) at 3.5x that of mammography. It is covered by the majority of commercial payers too.
- MBI, through published prospective and blinded studies, have proven to detect cancer with superior technical and clinical performance, delivering unsurpassed sensitivity (91%) and specificity (93%). To put into perspective, MRI only delivers 75% specificity. Further, the Negative Predictive Value of MBI is 99.7%, providing unsurpassed clinical assurance.
- The Mayo Clinic, a licensor to GMI, as published widely, is currently a user of the technology (placement of 5 cameras), has proven to reduce unwanted biopsies (false positives) by 50%. LumaGEM® MBI is FDA approved, reimbursed (CPT Code 78800) and the company has placed 22 units in the USA to date. In the next 12 months, the company had anticipated to sell a further 20 units and with a pipeline of a further 200 accounts. With the recent decision by the America College of Radiology to publish practice guidelines for the use of MBI, this will further enhance the commercial opportunity. In addition, 32 States have now issued the Dense Notification Law that requires all providers to issue letters of recommendation for women who have dense breast tissue. This will further raise awareness and demand for MBI to be used a secondary screening and diagnostic tool.
- Economically, MBI strikes a strong proposition for the Affordable Care Act’s Triple Aim; MBI provides a compelling reason to adopt the technology as it provides strong economics, improved clinical outcomes and high patient satisfaction.
- LumaGEM® MBI has a CE mark and marketing has commenced in the EU market. The company has one distributor contract in the UK and Ireland and is engaged with a number of other parties in Europe too. It has also Saudi Arabian approval and anticipating Canadian approval in Q3 2017.
- LumaGEM® MBI is disruptive technology that will transform breast imaging. It has superior performance to standard secondary screening and diagnostic modalities in use today and is by far a lower cost, more accurate diagnostic tool compared to the “gold standard” of MRI perceived today.
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 Gamma Medica Assets has been supplied by Gamma Medica. It has not been independently investigated or verified by Gerbsman Partners, Hercules, HercGamma or their respective agents.
Potential purchasers should not rely on any information contained in this memorandum or provided by Gerbsman Partners and Hercules (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, Hercules, HercGamma and their respective staff, agents, and attorneys, (i) disclaim any and all implied warranties concerning the truth, accuracy, and completeness of any information provided in connection herewith and (ii) do not accept liability for the information, including that contained in this memorandum, whether that liability arises by reasons of Gamma Medica’s or Gerbsman Partners’, Herucles’ negligence or otherwise.
Any sale of the Gamma Medica 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 Gamma Medica, Gerbsman Partners, HercGamma and Hercules. Without limiting the generality of the foregoing, Gamma Medica, Gerbsman Partners, HercGamma, Hercules and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Gamma Medica 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’ or Hercules’ prior consent. This memorandum and the information contained herein are subject to the non-disclosure agreement attached hereto as Exhibit A.
Hercules believes that Gamma Medica’s assets are attractive for a number of reasons:
Disruptive patented technology that delivers unsurpassed cancer detection rates, 91% sensitivity, 93% specificity, 99.7% negative predictive value and reduces biopsy rates due to false positives by 50%
Strong patent portfolio that includes (i) perpetual license agreements from the Mayo Clinic, Rochester, MN, (ii) GMI’s own strong portfolio, (iii) unique ASICS designed direct digital gamma technology.
Technology detects 9/1000 additional cancers in dense breast tissue women when used as a secondary screening device. Compare to Hologic’s new tomosynthesis device which yields <1/1000; they have an installed base of >4,000 machines over the last 4 years.
Delivers 1.6mm spatial resolution compared to the only other competitive (dual headed breast designated camera) GE HC at 2.5mm. This enables the technology to identify lesions 4mm in highly dense breast tissue. The CZT camera is the most sensitive on the market.
Due to the current IP and the in house knowledge, the risks of replicating are minimal.
Technology has application in other fields – superior SPECT camera to GE’s new platform.
Access to strong management team and trained sales force (7 direct) with extensive market and specific modality experience and expertise were involved with GammaMedica and are available to interview in due diligence.
USA installed base of 22 units, forecasted sale R12 a further 20 units, a pipeline of accounts of >200. Proven to be easily incorporated into clinical workflow and clinical adoption is seamless.
Reference account include Mayo Clinic (Rochester (MN), Jacksonville (FL), Phoenix (AZ); Einstein Medical Center (PA); Henry Ford (MI), Scripps (CA) to name a few.
Established supply chain, in house validated manufacturing camera capability.
FDA and CE market approved. Saudi Arabian approved. Canada – Q3 2017.
Reimbursed (CMS) CPT 78800 at global average rate $330; commercial coverage also established.
Potential to deliver cash flow positive by end 2019 by implementing the company’s business plan.
Planned and contracted (volume dependent) COG’s reduction to yield 60% GP by 2020.
Turn-key operational handover.
Impact of Technology on the Market
With over 40,000 annual deaths due to breast cancer each year in the USA, there is clearly an unmet need. The current modalities in use today were discovered decades ago with no significant technology breakthrough since. The closest to an improvement has been the introduction of “3D” mammography (or Tomosynthesis) and Automatic breast ultrasound. Neither have yielded a significant increase in detection for women with dense breast tissue. Over 45% of Caucasian and over 65% of Asian women have dense breast tissue. Women with dense breast tissue are 3-5x more likely to develop breast cancer than non-dense breast women.
Breast cancer deaths are preventable if you deploy the appropriate personalized screening protocols and modalities. The current modalities deployed are not adequate. We now have published data from leading CoE’s that supportthis position.
GMI believes their MBI will be the standard of care for women at risk not only in the USA but other developed healthcare markets. The recent decision by the American College of Radiology to published practice guidelines, authenticates this position. This is what the radiologists have been waiting for.
GE is the only other competitor in the market. They have a repurposed cardiac imaging camera and delivers inferior performance to LumaGEM®.
Gamma Medica’s Assets
Gamma Medica has developed a portfolio of assets and intellectual property that fall into the following categories:
Patents, Patent Applications and Trademarks- integrated process
Service contracts on new placements
A $200K AR for a unit to be delivered to a site
Market equity – we have created the dense breast market and associated stake in as a leader in the field
Websites
Parts inventory
Tools and machinery
Manufacturing, Design and Calibration Equipment
FDA,CE and Saudi Approval
USA distributorship (3)
UK and Ireland Distributorship
The assets of Gamma Medica will be sold in whole or in part (collectively, the “GammaMedica ” assets). The sale of these assets is being conducted with the cooperation of Hercules and Gamma Medica previous management. Gamma Medica’s previous employees (consultants and interested previous employee’s) will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. Notwithstanding the foregoing, Gamma Medica should not be contacted directly without the prior consent of Gerbsman Partners.
Personnel – as of 6.16.17, all personnel were terminated as part of a companywide reduction in force. However, the following people have been retained by Hercules to act as advisors to interested parties as part of the sales process. Other key management personnel can also be contracted to assist as required.
Philip Croxford — Gamma Medica’s former President & CEO
Angie Dube — Gamma Medica’s former SeniorAccounting Manager
Steve Dallas – Gamma Medica’s formerVP Operations
The Bidding Process for Interested Buyers
Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has an opportunity to inspect and examine the Gamma Medica Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Hercules, HercGamma or GerbsmanPartners, 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 Hercules, HercGamma 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 Gamma Medica Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Wednesday, August 7, 2017, 3:00pm Pacific Standard Time (the “Bid Deadline”) at 211 Laurel Grove Avenue, Kentfield, CA 94904. Please also email 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 where applicable. All bids must be accompanied by a refundable deposit check in the amount of $250,000 (this will be wired to Hercules counsel trust account and the specific wire transfer information will be supplied at a later date). The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them. Hercules reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.
Hercules will require the successful bidder to close within 7 business days. Any or all of the assets of Gamma Medica 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 Gamma Medica Assets shall be the sole responsibility of the successful bidder and shall be paid to Uptake at the closing of each transaction.
For additional information, please see below and/or contact:
Steven R. Gerbsman
(415) 456-0628
Kenneth Hardesty
(408) 591-7528
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