Update to “The Bidding Process, Procedures for the SALE OF the Assets of Ohana Biosciences, Inc.”
Gerbsman Partners – http://gerbsmanpartners.com has been retained by OBS (ABC), LLC (“Assignee or “Seller”) the assignee for the benefit of creditors of Ohana Biosciences, Inc. (“Ohana”) to solicit interest for the acquisition of all or substantially all of the Ohana assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Ohana Assets”). Please see the attached draft Asset Purchase Agreement, Appendix A that has a detail list of the potential assets and intellectual property available for sale. Interested parties can bid on specific assets and/or all the assets and intellectual property of Ohana.
Further to Gerbsman Partners sales letter of June 7, 2021 regarding the SALE of the Assets of Ohana Biosciences, Inc., I am attaching (Exhibit A), NDA, (Exhibit B) Patent information, Trademark information (Exhibit C), the “Table of Contents” for the on line data room and a draft Asset Purchase Agreement (“APA”) with a detail list of assets.
Please be advised that Alka Batycky, PhD, former Chief Development Officer of Ohana, Caren B. Deardorf, BS. MBA, former Chief Commercial Officer of Ohana and David McManus, BBA, CPA former VP Finance of Ohana are available for a conference call with interested parties to review the assets and IP of Ohana in greater detail. Access to the on line due diligence room will be available, subject to a signed NDA.
I would encourage and recommend that all interested parties have their counsel speak with Patrick A. Jackson, Esq. counsel to Ohana, to discuss any questions or comments of a legal nature relating to the transaction and “APA”. Patrick is available at Patrick.jackson@faegredrinker.com at 302 467- 4210. It is also recommended that the “APA” be submitted with any bid.
On June 3, 2021, Ohana Biosciences, Inc., a Delaware corporation, as Assignor, made a General Assignment for the Benefit of Creditors (the “Assignment”) to “OBS (ABC), 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.
Ohana was founded to develop a sperm biology platform that combines single-cell sequencing, cell surface profiling, and computational biology to analyze large libraries of genetic and molecular information from individual sperm cells. Through this, Ohana scientists applied these insights to product opportunities across reproductive health.
Disclaimer
This Enterprise Offering contains information regarding certain operations and the business of Ohana Biosciences, 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 Gerbsman Partners and certain former employees to assist with the sale of the assets. This group of individuals are available to assist with due diligence and the transition of assets.
As Seller, OBS (ABC), LLC will oversee the process and select the winning bidder(s). This will be a closed bidding process whereby the names of the bidders and the bids will not be disclosed to the other parties.
Ohana Investment to Date:
Ohana was founded by Flagship Pioneering in 2016. Since that time, approximately $58.2 Million has been invested, a majority of which was from Flagship Pioneering. An additional $18.0 Million of senior secured notes was also infused into the company by Oxford Finance LLC.
Ohana has 2 issued patents, and 25 patents pending.
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 Ohana 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 Ohana 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.
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 Ohana’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 Ohana 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
Assignee, which is managed by Rock Creek Advisors, will oversee the sales process for the Ohana Assets and select the winning bidder(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.
Assignee has retained the services of Gerbsman Partners and certain former employees to assist with the sale of the assets. This group of individuals is available to assist with due diligence and the transition of assets.
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 from any liabilities relating to the use of the assets after the closing date.
Due diligence will begin immediately. Gerbsman 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. The information contained in this Offering Memorandum has been provided to Gerbsman and Assignee by the former management of Assignor. Neither Assignee, Gerbsman Partners 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 –Based on the submitted indications of interest 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 binding Letters of Intent in the form of an executed Asset Purchase Agreement (an “APA”) substantially in the form to be provided by Gerbsman containing the required information set forth in the paragraph below). Such Letters of Intent must be received no later than Friday, July 9, 2021 at 5:00 pm Eastern Daylight 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, Letters of Intent may be presented to Gerbsman and the Assignee at any time during the due diligence period by email. 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 Ohana Biosciences, Inc. as to merchantability, fitness or use, and the assets shall be subject to any and all encumbrances and related obligations that are not expressly released by the holder(s) thereof. Oxford Finance has consented to this sales process and agreed that it will release its security interest in the Ohana Assets so as to permit them to be sold free and clear to the buyer(s) resulting from this process.
Former senior employees will also be available to host in-person and web presentations by teleconference to help the sales process.
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.
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. Therefore, Interested parties are encouraged to complete due diligence and submit offers as soon as practicable.
All Indications of Interest/Letters of Intent should be submitted to steve@gerbsmanpartners.com and hlipton@rockcreekfa.com
We appreciate your sincere interest in this opportunity and this exciting offering for the assets of the Ohana Biosciences, Inc. We look forward to engaging with you and your due diligence teams.
SPECIAL PURPOSE ENTITY DISCLOSURE
OBS (ABC), LLC which is the Assignee for the Benefit of Creditors of Ohana Biosciences, Inc. is a special purpose entity manage by Rock Creek Advisors 1738 Belmar Blvd., Belmar, New Jersey 07719. United States
For additional information, please see below and/or contact:
Steven R. Gerbsman
Gerbsman Partners
Kenneth Hardesty
Gerbsman Partners
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