Update to “The Bidding Process, Procedures for Sale of Assets and Intellectual Property of Adynxx, Inc.
Further to Gerbsman Partners sales letter of April 19, 2021 and Update on April 26, 2021 regarding the sale of Adynxx, Inc. (“Adynxx”) I am attaching “Exhibit A Adynxx NDA”, “Adynxx Patent information”, the “Table of Contents” for Adynxx Data Room due diligence information, Adynxx presentation, a draft Asset Purchase Agreement (“APA”) and wire transfer information.
I would encourage and recommend that all interested parties have their counsel speak with Stephen O’Neill, Esq. counsel to Adynxx, to discuss any questions or comments of a legal nature relating to the transaction and “APA”. Stephen is available at oneill.stephen@dorsey.com – 408 335-9540. It is also recommended that the “APA” be submitted with any bid.
Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained provided by Adynxx 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, Stephen 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 Adynxx will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.
Gerbsman Partners has been retained by Adynxx to solicit interest for the acquisition of all, or substantially all, the assets of Adynxx.
The acquisition of Adynxx’s assets will enable immediate access to a broad portfolio of proprietary technology, a Phase 2 clinical stage product candidate for postoperative pain (brivoligide), and an early-stage product candidate for chronic pain (AYX2). To date, Adynxx has raised a total of $64M in capital funding, including two rounds of private equity financing totaling $29M funded by a premier team of life science investors including Domain Associates and TPG Biotech, and $5M in secured debt from Oxford Finance.
The sale is being conducted with the cooperation of Adynxx. Certain former Adynxx employees have advised that they will be available to assist purchasers with due diligence and assist with a prompt transfer of the Adynxx Assets.
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 Aynxx’s assets has been supplied by Adynxx. It has not been independently investigated or verified by Gerbsman Partners or its agents.
Potential purchasers should not rely on any information contained in this memorandum or provided by Adynxx 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.
Adynxx, 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 reasons of Adynxx’s or Gerbsman Partners’ negligence or otherwise.
Any sale of the Adynxx 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 Adynxx or Gerbsman Partners. Without limiting the generality of the foregoing, Adynxx and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Adynxx 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. 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 (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 Adynxx 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 Adynxx, Inc., 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 neither Adynxx nor Gerbsman Partners (or their respective, staff, agents, or attorneys) makes 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 Adynxx Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, May 14, 2021at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Adynxx’s office, located at 44 Thama Street, San Francisco, CA 94105. Please also email steve@gerbsmanpartners.com with any bid.
Bids should identify those assets being tendered for in a specific and identifiable way. Bidders interested in specific Adynxx Assets must submit a separate bid for such assets. Be specific as to the assets desired.
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 $200,000 (payable to Adynxx, Inc.). The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them.
Adynxx 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 bid will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.
Adynxx will require the successful bidder to close within 7 business days. Any or all of the assets of Adynxx 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 Adynxx Assets shall be the sole responsibility of the successful bidder and shall be paid to Adynxx at the closing of each transaction.
For additional information, please see below and/or contact:
Steven R. Gerbsman or Kenneth Hardesty
Blog of Intellectual Capital 
Leave a Reply