SALE OF THE IP ASSETS OF OHANA BIOSCIENCES
Gerbsman Partners (http://gerbsmanpartners.com) has been retained by Oxford Finance LLC (“Oxford”), the former senior secured lender for Ohana Biosciences, Inc. (“Ohana”), to solicit interest for the acquisition of Ohana’s assets, which primarily consists of two (2) US issued patents and 13 patents pending (collectively, “Ohana IP”).
Please see the following:
- Exhibit A – Sales information letter
- Exhibit B – NDA
- Exhibit C – Asset List – included expired and abandoned patent’s
Ohana was founded in 2016 by Flagship Pioneering to develop a sperm biology platform combining single-cell sequencing, cell surface profiling, and computational biology to analyze large libraries of genetic and molecular information from individual sperm cells. Ohana scientists applied these insights to develop product opportunities across reproductive health, including its Spertility program for sperm optimization, for which it was seeking 510(k) clearance from the FDA as a medical device. Ohana was not able to raise sufficient capital in early 2021 to continue operations and its assets were assigned to an assignee in an Assignment for the Benefit of Creditors (“ABC”) in mid-2021.
In late 2021, a buyer acquired Ohana’s assets from the assignee financed by a seller note that has since been assigned to Oxford in partial satisfaction of Oxford’s original loan to Ohana. Given the challenging fundraising environment for biotech companies, the buyer has elected not to develop these assets further, and Oxford is able to offer the Ohana IP for sale. The buyer continues to hold the Ohana IP as an accommodation for Oxford and intends to transfer title directly to a new buyer.
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 Ohana was supplied by Ohana in 2021. It has not been independently investigated or verified by Oxford, Gerbsman Partners or its agents. As the assets available for sale consist primarily of issued and pending patent applications, all information in this letter on Ohana, the Spertility program, and the market opportunity is provided for background and should not be relied upon.
Potential purchasers should not rely on any information contained in this memorandum or provided by Ohana, Oxford 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.
Oxford 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 reasons of Ohana or Gerbsman Partners’ negligence or otherwise.
Any sale of the Ohana IP 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 Oxford or Gerbsman Partners. Without limiting the generality of the foregoing, Oxford and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Ohana IP 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 B.
The Bidding Process for Interested Buyers
Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Exhibit B) to have access to diligence materials (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 Ohana 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 Ohana Biosciences, 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 Ohana Biosciences 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 Ohana IP. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Thursday, March 17, 2023at 3:00 p.m. Pacific Time (the “Bid Deadline”) to steve@gerbsmanpartners.com
Bids should identify those assets being tendered for in a specific and identifiable way. Bidders interested in specific components of Ohana IP 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. The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them.
Oxford 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.
Oxford will require the successful bidder to close within 7 business days. Any or all of the assets of Ohana 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 Ohana Assets shall be the sole responsibility of the successful bidder and shall be paid to Oxford at the closing of each transaction.
For additional information, please see below and/or contact:
Steven R. Gerbsman
Gerbsman Partners
Kenneth Hardesty
Gerbsman Partners
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