Blog of Intellectual Capital

	Go get your vaccine, especially with Omicron Katelyn Jetelina

It’s important that everyone gets vaccinated. Even with Omicron. Actually, especially with Omicron. This seems counterintuitive given the “vaccine escape” language floating around. But vaccines are still very important. This is why…

First, our house is already on fire.

Our house is already burning from Delta. Transmission is incredibly high in 88% of counties in the United States. We have millions of people unprotected (whether they want to be or not), which is reflected by full hospitals (looking at you, Michigan) and 1,000 vaccine preventable deaths per day. 

We need to address the current fire before Omicron has the opportunity fuel it. We can reduce transmission through masks, ventilation, testing and isolating. Vaccines reduce an incredible about of transmission too (see my previous post here). 

Second, complete immune escape form Omicron is unlikely.

If and when Omicron comes (it’s probably already here) and if it’s a threat (pushes Delta away) that doesn’t mean we are just out of luck. Immune escape is not a binary (yes/no) event. We are not going to start from square one. This is because vaccines and our immune systems are made with mutations in mind. Immune escape is more like corrosion. I’ll attempt to explain…

First line of defense- Antibodies

Vaccines induce something called a “polyclonal response”. Basically, the vaccine instructs the body to generate numerous shaped antibodies that can connect to many different parts of the virus (see picture). Those antibodies are diverse in shape and cover the whole waterfront of the spike protein. 

Mutations to those target sites raise the possibility that the vaccines would be less effective, not necessary that they won’t work at all. Some antibodies may not attach, some antibodies may not attach as tightly, but others will. We saw this with Beta (another Variant of Concern). There were far less places for the neutralizing antibodies to attach, but some still did. 

Omicron has some of the same mutations as Beta and more. Even so, we hypothesize that there is still space for these antibodies to attach. That’s because of evolution competition. For the virus to survive, it has to change enough to outsmart our vaccines but cannot change enough where the virus’s key doesn’t fit at all. If the virus is still using the same door with Omicron (ACE2 receptors), then our antibodies can probably still recognize parts of that key.

Boosters play a significant role here. They restimulate the immune system and increase the number of antibodies so more can attach. To a lesser, but important, extent boosters also generate a much broader level of immunity. In other words, boosters can develop antibodies against more parts of the virus. We saw this in a recent preprint study.

Also, the factories that make antibodies (B-cells) can adapt to new variants. Like a production factory, B-cells can modify their products as needed. So, while antibodies that are generated are highly specific, B-cells can adapt to any variant and create new specific antibodies.

How do scientists test this first line of defense?

Lab scientists in South Africa are currently answering an incredibly important question: Do vaccine-induced antibodies attach given Omicron’s 32 changes? And if so, how many neutralizing antibodies attach and how tightly? To answer this, scientists have to develop and grow a virus in the lab that mimics Omicron. This will take a week or two. But once this happens, blood from vaccinated will be mixed with the virus so we can see how antibodies respond. 

Secondary response

If neutralizing antibodies can’t catch the virus before it infects our cells, then our second line of defense kicks in: T-cells. T-cell protection is harder for viruses to escape because their protection spans virtually the entire spike protein, whereas antibody responses tend to focus on relatively few regions. T-cells wouldn’t necessarily help prevent infection from Omicron, but it would help protect against severe disease and death. 

Scientifically testing the second line of defense

T-cells are hard for scientists to collect and really difficult to work with in a lab. So, lab scientists aren’t currently focusing on Omicron T-cell response.

Instead, population health scientists can jump in and answer: Are vaccines protecting Omicron cases from severe disease? Interpreting real world data is incredibly difficult: 

• We have to ensure interpretations are not biased. For example, in South Africa, is this case growth because we are actively looking for Omicron? Or is there a true increase in cases? 
• Disease profiles can lag. Like I posted yesterday, preliminary hospitalization data in South Africa is promising. But we still have a lot of questions. 

If our defense doesn’t work, we already have solutions in the pipeline

Vaccine manufacturer scientists (like Moderna and Pfizer) are tasked to answer: If our vaccines don’t provide as much protection as we would like, then what’s our solution? Several studies already underway with potential solutions: 

1.  Develop a new vaccine that directly responds to Omicron. Unfortunately, this solution would take the most time: develop, test, manufacture, and distribute. It’s not even clear that we need an Omicron specific vaccine.

2.  Use a vaccine formula for another variant of concern. Vaccine scientists already created and tested a Beta-specific booster. Because Omicron has a lot of the same features as Beta, this vaccine has the potential to provide significant protection. We would just need to test it. 

3.  Use a higher booster dose. If our current boosters don’t work against Omicron (and that’s a big if), then a higher dosage of current vaccines may work. For example, Moderna is testing whether a 100 mcg booster (instead of the current 50 mcg booster) is better. This would cut a lot of manufacturing and distribution corners and we could get to this the fastest. 

Bottom Line: Our immune system is an incredible, beautiful, complex, and adaptive system. We also have thousands of scientists around the world working on our questions and on solutions if we need them. Do not delay your booster appointment. Don’t delay your 5-11 year olds second shot. Our house is currently on fire and we need to respond before Omicron has the potential to fuel it.

Love, YLE 

I would like to thank the amazingly brilliant Dr. Miguel Arturo Saldaña, PhD— a virologist and microbiologist that helped me think through these immune system processes and implications for Omicron. On a holiday weekend. 

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“Your Local Epidemiologist (YLE)” is written by Dr. Katelyn Jetelina, MPH PhD— an epidemiologist, biostatistician, professor, researcher, wife, and mom of two little girls. During the day she has a research lab and teaches graduate-level courses, but at night she writes this newsletter. Her main goal is to “translate” the ever-evolving public health science so that people will be well-equipped to make evidence-based decisions, rather than decisions based in fear. This newsletter is free thanks to the generous support of fellow YLE community members. To support the effort, please subscribe here:

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Successful ‘Date-Certain M&A’ of Ohana Biosciences, Inc., its Assets and Intellectual Property

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Gerbsman Partners is pleased to announce the successful completion of maximizing the value of the Assets and Intellectual Properties at Ohana Biosciences, Inc.

Due to market conditions and trends, the Board of Directors and senior lender made the strategic decision to maximize the value of its Assets and Intellectual properties.

Gerbsman Partners – led by Steven R. Gerbsman, Principal and Kenneth Hardesty (CEO in Residence)– provided the Board of Directors, the senior lender and the assignee for the benefit of creditors of Ohana Biosciences, Inc. with financial advisory leadership through its proprietary ‘Date-Certain M&A Process’, facilitated the sale of the company’s Assets and Intellectual Property and the closing of the sale with other company Advisors.

Specifically, Gerbsman Partners provided leadership with:

1.  Business consulting and investment banking domain expertise in developing strategic action plans.

2.  Implementing its proprietary ‘Date-Certain M&A Process’ in order to maximize value of Velicept’s Assets and Intellectual properties.

3.  “Managing and guiding the process” among potential acquirers, lawyers, advisors, as well as all stakeholders of interest.

About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in underperforming, undercapitalized and undervalued companies and their intellectual properties. Since 2001, Gerbsman Partners has successfully maximized the values of 114 companies in a wide and diverse spectrum of industries, ranging from technology, medical device/life science, digital marketing to cyber security, to name only a few.*

In the process, GP has successfully restructured/terminated over $810 million of real estate executory contracts and equipment lease/sub-debt obligations, and has assisted in over $2.3 billion of financings, restructurings and M&A transactions.*

Gerbsman Partners has offices and strategic alliances in San Francisco, Orange County, Boston, New York, Washington DC, McLean, VA, Europe and Israel.

*For further information on Gerbsman Partners expertise and industry experience, please request our company profile here

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Andrea Bocelli and His Daughter Sang an Incredibly Moving Rendition of “Hallelujah” During His Christmas Concert

https://www.msn.com/en-us/music/news/andrea-bocelli-and-his-daughter-sang-an-incredibly-moving-rendition-of-hallelujah-during-his-christmas-concert/ar-BB1bX3mG

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As we begin Veterans Day/Week 2021, we say “Thank You” to the men and woman of our armed services and suggest that it is time for all to “step up” and find ways to support our Veterans.  To often we say “thank you for your service” and then do nothing more.  Please think about supporting various Veterans groups with donations, food, clothing and moral support.  They have “Earned” it and we “Owe” it to them. Hopefully our leaders in Washington DC will focus more one these Veterans then illegal aliens.

In the late summer of 1967, I was on my way back to Basic Training at Fort Dix, N.J. I was in New York City and an older couple came up to me and said “Thank You” for serving and then gave me $ 20 to enjoy a dinner on them. The gentleman said he served in the Korean War and understands and appreciates what men and woman in uniform go through. I said thank you, enjoyed a great dinner and to this day, remember their kind gesture.

On this Veterans Day/Week, our family will support the Special Forces Wounded Warriors program and will provide moral support and friendship to Veterans. On 11/11/21, I will also continue to remember that couple and honor them by buying dinner for soldiers in uniform. I will ask them to do the same thing, 5, 10, 20 and 40 years later.

May God Bless our troops and provide our leaders with the courage and strength to do what is Right and what is Just.

Please always remember – FREEDOM IS NOT FREE

What are YOU doing to HELP?

With “HONOR AND RESPECT” – Steve Gerbsman

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Apart from a formal bankruptcy (Chapter 7 or 11), there are two basic approaches to maximizing enterprise value for underperforming and/or under-capitalized technology, life science, medical device, digital marketing, information & cyber security and solar companies and their Intellectual property:  “Date-Certain M&A Process” and an Assignment for the Benefit of Creditors (ABC).

Both of these processes have significant advantages over a formal bankruptcy in terms of speed, cost and flexibility. Gerbsman Partners’ experience in utilizing a “Date Certain M&A Process” has resulted in numerous transactions that have maximized value anywhere from two to nine times what a normal M&A process or “ABC” would have generated for distressed assets. With a “Date-Certain M&A Process”, the company’s Board of Directors hires a crisis management/private investment banking firm (“advisor”) to wind down business operations in an orderly fashion and maximize value of the IP and tangible assets.

The advisor works with the board and corporate management to:

1. Focus on the control, preservation and forecasting of CASH.

2. Develop a strategy/action plan and presentation to maximize value of the assets, including drafting sales materials, preparing information due diligence war-room, assembling a list of all possible interested buyers for the IP and assets of the company, and identifying and retaining key employees on a go-forward basis.

3. Stabilize and provide leadership, motivation and morale to all employees.

4. Communicate with the Board of Directors, senior management, senior lender, creditors, vendors and all stakeholders in interest. The company’s attorney prepares very simple “as is, where is” asset-sale documents (“as is, where is – no reps or warranties” agreements is very important as the board of directors, officers and investors typically do not want any additional exposure on the deal). The advisor then contacts and follows-up systematically with all potentially interested parties (customers, competitors, strategic partners, vendors and a proprietary distribution list of equity investors, investment bankers and lawyers in Europe, Israel, China, Australia, India and the US). It also includes the coordination of their interactions with company personnel and the arrangement of on-site visits. Typical terms for a “Date Certain M&A” asset sale include no representations and warranties, a sales date typically three to four weeks from the point that sale materials are ready for distribution (based on available CASH), a significant cash deposit in the $200,000 range to bid, and a strong preference for cash consideration and the ability to close the deal in 7 business days. Date Certain M&A terms can be varied to suit needs unique to a given situation or corporation. For example, the Board of Directors may choose not to accept any bid or to allow parties to re-bid if there are multiple competitive bids and/or to accept an early bid.

5. The typical workflow timeline, from hiring an advisor to transaction close and receipt of consideration is five to six weeks. Such timing may be extended if circumstances warrant. Once the consideration is received, the restructuring/insolvency attorney then distributes the consideration to creditors and shareholders (if there is sufficient consideration to satisfy creditors) and takes all necessary steps to wind down the remaining corporate shell, typically with the CFO, including issuing W-2 and 1099 forms, filing final tax returns, shutting down a 401K program, D&O insurance and dissolving the corporation etc.

The advantages of this approach include the following:

Speed – The entire process for a “Date Certain M&A Process” can be concluded in five to six weeks. Creditors and investors receive their money quickly. The negative public relations impact on investors and board members of a drawn-out process is eliminated. If circumstances require, this timeline can be reduced to as little as two weeks, although a highly abbreviated response time will often impact the final value received during the asset auction.

Reduced Cash Requirements – Given the Date Certain M&A Process’ compressed turnaround time, there is a significantly reduced requirement for investors to provide cash to support the company during such a process.

Value Maximized – A company in wind-down mode is a rapidly depreciating asset, with management, technical team, customer and creditor relations increasingly strained by fear, uncertainty and doubt. A quick process minimizes this strain and preserves enterprise value. In addition, the fact that an auction will occur on a specified date usually brings all truly interested and qualified parties to the table and quickly flushes out the ‘tire-kickers.’ In our experience, this process tends to maximize the final value received.

Cost – Advisor fees consist of a retainer plus an agreed percentage of the sale proceeds. Legal fees are also minimized by the extremely simple deal terms. Fees, therefore, do not consume the entire value received for corporate assets.

Control – At all times, the board of directors retains complete control over the process. For example, it can modify the auction terms or even discontinue the auction at any point, thus preserving all options for as long as possible.

Public Relations – As the sale process is private, there is no public disclosure. Once closed, the transaction can be portrayed as a sale of the company with all sales terms kept confidential. Thus, for investors, the company can be listed in their portfolio as sold, not as having gone out of business.

Clean Exit – Upon closing of the auction, considerations received are distributed and the advisor, under the leadership of the insolvency counsel, then takes all remaining steps to effect an orderly shut-down of the remaining corporate entity. To this end, the insolvency counsel then takes the lead on all orderly shutdown items.

In an Assignment for the Benefit of Creditors (ABC), the company (assignor) enters into a contract by which it transfers all rights, titles, interests, custody and control of all assets to an independent third-party trustee (Assignee). The Assignee acts as a fiduciary for the creditors by liquidating all assets and then distributing the proceeds to the creditors. We feel that an ABC is most appropriate in a situation with one or more highly contentious creditors, as it tends to insulate a board of directors from the process. Nevertheless, we have found that most creditors are rational and will support a quick process designed to maximize the value that they receive. A good advisor will manage relationships with creditors and can often successfully convince them that a non-ABC process is more to their advantage. Apart from its one advantage of insulating the board of directors from the process, an ABC has a number of significant disadvantages, including:

Longer Time-to-Cash – Creditors and investors will not receive proceeds for at least 7 months (more quickly than in a bankruptcy but far slower than with a “date-certain” auction).

Higher Cost – Ultimately, ABCs tend to be more expensive than a “Date-Certain M&A Process”. It is not uncommon for the entire value received from the sale of company assets to be consumed by fees and/or a transaction for maximizing value may not be consummated in a timely fashion.

Loss of Control – Once the assets are assigned to the independent third-party trustee, the board of directors has no further control over the process. It cannot modify the process in any way or discontinue the process. Thus, it is not possible to explore multiple options in parallel.

Higher Public Relations Profile – The longer time frame for the ABC process and the more formal (and public) legal nature of an ABC make it more difficult to put a positive spin on the final outcome.

Messy Exit – Most independent third-party trustees do not perform the services of cleanly shutting down the remaining corporate shell. Thus, investors must either pay another party to do this job or leave it undone, resulting in increased liability.

About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies and their Intellectual Property. Since 2001, Gerbsman Partners has been involved in maximizing value for 114 technology, medical device, life science, digital marketing, information & cyber security and solar 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, 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, Virginia/Washington DC, Boston, Europe and Israel.

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