Blog of Intellectual Capital

SALE OF ONLUME INC. ASSETS AND INTELLECTUAL PROPERTY

Gerbsman Partners has been retained by OnLume Inc. to solicit interest for the acquisition of all, or substantially all, of the assets of OnLume Inc. (see detailed sales letter attached)

Founded in 2015 and headquartered in Madison, Wisconsin, OnLume is a privately held company that has developed an FDA-cleared imaging platform that intraoperatively detects fluorescently labeled tissue with an unprecedented degree of sensitivity, ease of use, and quantitation. OnLume’s fluorescence guided surgery (FGS) platform addresses surgeons’ difficulty in visualizing critical anatomy in a range of surgical settings and provides precise imaging with high sensitivity, low latency, and custom optics. The OnLume platform has immediate clinical relevance in a broad range of surgical applications, including the fast-emerging oncology imaging space. 

OnLume raised $14.7 million from a syndicate of technology-focused funds and family offices including Cambridge Investment Group, Wisconsin Alumni Research Foundation (WARF), Innocreative Capital, SpeedUp Venture Holdings and Wisconsin Investment Partners (WIP), as well as SBIR grants and other non-dilutive funding. OnLume has limited indebtedness; its only secured debt is to the Wisconsin Economic Development Corporation (WEDC) in the principal amount of $500,000 under a Technology Development Loan Agreement between the company and the WEDC dated June 30, 2022. 

OnLume’s technology is fully developed, optimized, FDA-cleared, and ready to be deployed. OnLume’s platform has cGMP manufacturing in place, broad protection provided by issued patents and demonstrated superiority based on an impressive range of clinical studies and a successful pilot launch. OnLume represents a unique opportunity for a buyer interested in entering the FGS space, or in enhancing its current FGS offering. According to a recent paper published in the Journal of Biomedical Optics, OnLume outperforms competitors regarding the critical performance parameters of both sensitivity and spatial resolution.

The breadth and range of applications of OnLume’s technology are immense.  OnLume:

§  Meets a strong unmet need in the marketplace, thus providing a valuable tool to surgeons and improving patient outcomes; 

§  Has an impressive range of completed or ongoing clinical trials; 

§  Addresses the needs of large and fast-growing commercial markets; and 

§  Benefits from rapid and inexpensive regulatory pathways.

OnLume Highlights:

• Patented Surgical Imaging Technology
• Large, Global Market Opportunity with Multiple Market Verticals
• FDA Regulatory Clearance Established
• Reimbursement Established
• Quality Management System Established
• Scalable Manufacturing Established
• Published Clinical and Pre-clinical Studies Affirming Product Performance and Competitive Differentiation
• Successful Pilot Launch at Luminary Medical Centers
• $14.7 Million Raised in Equity Financing and Grant Funding

OnLume has exclusive license rights from WARF and the University of California San Diego (UCSD) to two issued US Patents and one pending US Patent covering key aspects of the OnLume FGS system and an additional pending application co-owned by the company and WARF. 

OnLume has also recently filed its own provisional US Patent Application regarding newly invented applications of the core technology.  OnLume’s first product (the Avata™ system) has cGMP manufacturing secured and OnLume has established relationships with a qualified network of contract manufacturers. As a result, the OnLume platform is market-ready and positioned for a near-term market launch in the US. OnLume’s platform is rapidly adaptable to a broad range of imaging agents and form factors across many market verticals, with efficient regulatory pathways leading to a robust pipeline. The core technology surpasses the competition and is well-positioned for leadership in the FGS market.

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 OnLume Assets has been supplied by OnLume.  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 OnLume, 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.

OnLume, 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 OnLume or Gerbsman Partners’ negligence or otherwise. 

Any sale of the OnLume 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 OnLume or Gerbsman Partners.  Without limiting the generality of the foregoing, OnLume and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the OnLume 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.

Impact of OnLume Products and Why OnLume Assets are Attractive:

1.  OnLume has developed a superior, differentiated, and patent-protected fluorescence-guided surgery (FGS) platform

§  OnLume product profile:

• Novel FGS image platform validated as technically and clinically superior to existing FGS platforms
• FDA 510(k) cleared for core indications of tissue perfusion, with clear and efficient regulatory path to additional indications 
• Technology platform extendable to other form factors and embodiments, including minimally invasive surgery (MIS) and handheld devices
• Exclusively licensed patents enable best-in-class imaging performance as validated by third-party technical and clinical key opinion leaders (KOLs)

§  OnLume’s cart-based imaging platform (Avata™) provides high sensitivity and resolution, real-time, intraoperative assessment of tissue function and type when used in conjunction with targeted fluorescent dyes, with applications across a broad range of clinical indications, including reconstructive surgery/breast reconstruction, lymphatic mapping, sentinel lymph node localization, and tumor localization/margin assessment.

§  OnLume has completed design transfer to current Good Manufacturing Processes (cGMP)

• cGMP manufacturing is performed through established contract manufacturers, allowing for highly scalable, turn-key manufacturing and shipping.

2.  OnLume technology provides an essential ingredient for the emerging FGS oncology market. 

§  There is an unmet clinical need to visualize residual cancer and otherwise invisible sub-clinical tumors in cancer surgery, leading to high rates of unresected cancer across tumor types, including 23-38% of breast cancer, 25-55% of ovarian cancer, and 20-43% of pancreatic cancer patients.

• Unresected cancer results in dire implications to patient outcomes, significantly multiplying the odds of recurrence and death, and presents a huge economic burden to the healthcare system exceeding $10B.

§  OnLume’s unmatched technical performance is a necessary factor in key future indications of FGS in Oncology for intraoperative tumor imaging:

• High sensitivity enables imaging of small lesions and ability to image tumors at greater depths;
• High spatial resolution enables imaging of fine anatomic structures, enhancing surgical precision, ability to resolve small lesions, and guide resections to avoid critical normal tissue structures;
• Advanced quantitation allows for true data-driven clinical decision-making providing potential to improve diagnostic accuracy and clinical outcomes and paves a path to Artificial Intelligence-enhanced FGS.

§  In collaboration with cancer-targeted FGS agent developers, OnLume has demonstrated improved sensitivity and contrast in preclinical animal studies with late-stage and approved agents.

§  Oncology applications are slated to provide significant per-procedure revenue, with early decisions from CMS and FDA indicating per-procedure reimbursements of $5k-$10k are likely. 

§  Imaging agent performance and clinical value is inextricably tied to device performance, meaning optimal patient outcomes will be found with the superior imaging OnLume’s technology platform provides.

3.  OnLume Technology was tested in alpha and pilot launches – and very well received by surgeons.

§  The company has proven its technology performance through successful clinical pilot launches at Cleveland Clinic, University of Wisconsin, Ohio State University and Mayo Clinic;

§  OnLume’s next-generation imaging platform enhances surgical visibility, addressing the difficulty in identifying critical anatomy in a range of surgical settings. Lack of intraoperative visibility can lead to devastating implications for patients;

§  Surgeons found that the OnLume Avata FGS Imaging System intraoperatively optimizes visualization of fluorescently labeled targeting agents with an unprecedented degree of sensitivity, ease of use and quantitation for several FDA-cleared indications.

4. Significant Commercial Opportunity 

§  Independent market research indicates a very large, worldwide market opportunity that is currently in its early stages.  Olympus Medical division estimates that the global market for FGS devices will grow 12% annually, to over US$827 million in 2027.  New use-cases continue to expand rapidly to benefit patients in a broad range of surgical procedures.

§  OnLume’s patented FGS technology is likely to be critical for any company interested in leading the FGS marketplace.

§  The FGS device market is expected to grow to $1.3 billion by 2031 according to Transparency Market Research. 

5.   OnLume Intellectual Property (“IP”) and Market Protection

§  US patents provide IP protection until at least 2034/2035 for the current OnLume platform:

• US 10,045,696 focused on medical imaging systems for tissue imaging in a surgical suite (2034 expiration) licensed from WARF;

• US Patent Application 17/661,338 co-owned between OnLume and WARF focused on a low-light video system (priority date 4-3-2023) with broad application to other applications (life sciences, military, automotive, etc.);

§  US 10,231,626 focused on medical imaging systems for rapid alternating of a white-light reflectance image and one or more fluorescence images for guided surgery (2035 expiration) licensed from UCSD;

• 16/156,909 (published as US 20190175021 – continuation of the issued ‘626 patent with pending broader claims – licensed from UCSD;

• A recently filed provisional application covering certain recent improvements and enhancements to the core OnLume technology (optical embodiments and configurations, sensor types, multichannel/multimodal, data processing, AI/ML, quantitation, diagnostic accuracy enhancement).

§  In addition to strong protection provided by OnLume’s in-licensed and owned patent estate, a number of other important factors provide OnLume with additional market protection and effective exclusivity:

• OnLume’s first product (the Avata system) has cGMP manufacturing in place and OnLume has established relationships with a qualified network of contract manufacturers 

• Design transfer complete and integrated into QMS

• Contracts in place for per-procedure kit (including ICG) and sterile drapes

• The OnLume platform is market-ready and positioned for a near-term market launch in the US

• OnLume’s platform is rapidly adaptable to a broad range of imaging agents and form factors across many market verticals, with efficient regulatory pathways leading to a robust pipeline. 

6.  Attractive Regulatory Pathway 

§  The OnLume Avata System is US FDA 510(k) cleared for fluorescence imaging of blood flow and tissue perfusion before, during and after vascular, gastrointestinal, organ transplant, plastic, reconstructive, and microsurgeries. 

§  With no physical changes to the OnLume Avata Device, the existing clearance can be supplemented in an efficient and cost-effective manner to include: 

• Lymphatic Imaging – OnLume’s pilot experience has demonstrated the great market need for an FGS system optimized for lymphatic imaging. FDA clearance for lymphatic applications can be achieved via a 510(k) premarket submission that adds lymphatic imaging to Avata’s existing indications for use. All clinical and performance data needed to evidence safe and effective lymphatic imaging are in OnLume’s possession.

• Procedure Kit – OnLume has completed the design and development of its procedure kit. Using the 510(k) process, this procedure kit may be added to the cleared indications for use to create a per procedure revenue stream.

§  Parallel fluorescence imaging applications may be cleared to market in an efficient and cost-effective manner. These parallel applications include: 

• Oncology – The use of cancer targeting FGS imaging agents has the potential to transform the treatment of many cancers. OnLume’s platform has demonstrated superiority in this critical therapeutic context. Substantial work regarding the most advanced oncological imaging agents is complete and the performance data needed to support a 510(k) premarket clearance are in hand. As new imaging agents are cleared, additional oncology 510(k) clearances may be obtained using the results of animal studies that provide image data that evidences effective visualization of targeted tissues. 

• Nerve detection – In head and neck and other surgeries, the detection of nerves is crucial to avoid the nerve damage that often arises with the current standard of care. OnLume has demonstrated in Phase 1 and Phase 2 clinical trials the ability the Avata technology to detect nerves in a manner that has the potential to dramatically improve patient outcomes in these settings. As nerve targeting agents become available, FDA clearance of an OnLume device for nerve detection can also be efficiently obtained via a 510(k) premarket submission.

• Other – The OnLume device was purposefully designed and developed for adaptability. As a result, OnLume can effectively work with developers to gain exclusivity or respond rapidly as new imaging agents are released to market. 

7. Manufacturing Infrastructure, Relationships, and Inventory (“cGMP”)

§  OnLume has engaged several contract manufacturing partners to produce its FGS system and accessories.  The company has established a complete Quality Management System and, with its partners, manufactures the Avata system under thorough cGMP manufacturing processes.  The company’s contact manufacturing partners are all well established in the medical device industry, and include:

• Midwest Products and Engineering, Inc. (MPE) (Milwaukee, WI) 
• Standard Imaging (Middleton, WI) 
• Diagnostic Green LLC (DxG) (Farmington Hills, MI)
• Ecolab/Microtek Medical Inc (St. Paul, MI)

OnLume Key Inventory

§  Qty (4) – OnLume Avata System production units

§  Qty (2) – OnLume Avata cart chassis

§  Avata Imaging Head, suitable for field replaceable unit or for production use

§  Avata engineering unit configured for 805nm (ICG) imaging

§  Avata engineering unit configured for 760nm (Cytalux) imaging

§  Additional subsystems and components for future production units (lasers, cameras, embedded PCs, PCBs, cabling, etc.)

§  Research and development laptops (high performance, GPU)

§  Additional equipment, sensors and supplies (Laser power meters and sensors, jigs, adapter and testing tools, spectrometer, etc.)

8.  Future Potential of Technology 

• Core technological developments of the OnLume platform are widely extendible to a variety of upcoming applications. 
• Multispectral and multiple wavelength imaging are covered by core IP, and the developed hardware infrastructure is designed to accommodate these approaches with relatively minor additional engineering.
• Autofluorescence methods are possible with the platform, including parathyroid localization, which has been demonstrated clinically.
• Core hardware is designed to be modular, allowing for efficient and straightforward engineering efforts to incorporate new wavelengths, multispectral imaging, and multimodal approaches leveraging other optical methods.
• Patent protected image collection and processing approaches may be utilized in new embodiments, including robotic, handheld, laparoscopic, and other form factors. 
• AR/VR display approaches are discussed in the company’s IP, along with other potential display technologies.

OnLume IP Protection

Strengths and Opportunities: Enabled Features and Performance

The issued and pending claims of OnLume’s IP portfolio (see above) provide strong protection in the clinical applications for FGS and, importantly, provide protection for differentiated capabilities in the emerging market of FGS for oncology for tumor localization and margin assessment.

In addition to supporting OnLume’s systems on a stand-alone basis, the capabilities enumerated below may also be utilized in other optical medical imaging systems allowing for performance enhancement and competitive advantage over other players in the FGS and optical imaging space. The features described below may be incorporated into existing or in-development hardware to provide optimized performance with an impact on both clinical outcomes and workflow integration:

• Multiplexed white light and fluorescence illumination and detection for real-time functional imaging with anatomical reference

• Independent parent claims define the broad, basic architecture of FGS systems, leading to coverage of a wide array of implementations
• Multiplexing is a necessary approach for the imaging of multiple fluorophores, providing capabilities that will be required in future implementations of FGS, including:

• Imaging of multiple fluorophores targeting, for example, perfusion, cancer, and other tissues such as nerves or parathyroid glands.
• Imaging of targeted and untargeted fluorophores with similar pharmacokinetics and pharmacodynamics, referred to in the literature as Paired Agent Imaging or Ratiometric Imaging.

• Multiplexing is necessary for many advanced image processing approaches with clinical utility as further described below.
• Covered implementations of multiplexing include maximizing fluorescence sensitivity – hugely important in cancer and lymphatic applications to improve depth sensitivity and minimally resolvable features – by minimizing the white light duty cycle.

• Image processing approaches:

• Ratiometric methods are described in detail in the UCSD patent, which have been shown in the literature to improve the diagnostic accuracy of FGS in many use cases. These methods are undergoing patent prosecution as a part of a divisional application.
• AI approaches to improve image quality, sensitivity, and system responsiveness are covered by the pending WARF/OnLume patent and may be implemented in a wide variety of imaging platforms.
• Variable duty cycles of the multiplexed collection enable novel, differentiated image processing approaches that improve dynamic range, sensitivity, and quantitation.

The definitions of each optical element are quite broad in the OnLume IP portfolio; thus, the majority of FGS implementations incorporating multiplexing will be covered by the issued claims. Image processing approaches are also defined broadly in the body of several of the patents, with specific claims on the implementations that will yield the best performance.

Due to the broad definitions in the parent claims of each patent, along with the more detailed description of specific implementations in the dependent claims, the OnLume IP portfolio provides a robust fence against competitive products and a strong opportunity for competitive advantage.

Please Note: The above does not constitute all embodiments or implementations that are potentially protected by OnLume’s IP position. The description of areas of coverage is not intended to be comprehensive and the statements above do not constitute a legal opinion.

Key Personnel

JAMES A. BOWMAN, CEO 

Jim has spent his entire career advancing innovative life science technologies. Jim received his Bachelor of Science degree in BioMedical Engineering from Marquette University in Milwaukee, Wisconsin. He is also a graduate of Harvard Business School’s OPM program, focused on entrepreneurial strategy and operations. Jim has held senior leadership positions in growing MedTech companies including as CEO, President and Director of public and private medical device companies. Jim has driven the business development of disruptive technologies in firms such as, C.R. BARD, Ohmeda (BOC Healthcare), Surgical Laser Technologies, Encision and PharmaJet, where he has been focused on technologies that advance the standard of care and improve patient outcome.

ADAM USELMANN, PHD – PRESIDENT/CTO/CO-FOUNDER 

Adam is a medical physicist, engineer, and entrepreneur with over 10 years of experience in medical imaging, device design and software development in both academia and industry. Adam is committed to translating medical technologies into clinical use and increasing adoption of techniques that improve patient care and outcomes. Adam has been deeply involved in all aspects of the company including serving as CEO for the first 5 years of company operations, serving as an OnLume board member, achieving initial FDA 510(k) clearance with limited capital, serving as Principal Investigator of OnLume’s Phase I and Phase II SBIR grants, overseeing product development including hardware and software design, and overseeing clinical operations of clinical trials and pilot sites. Adam is experienced in clinical and preclinical study design, clinical KOL interaction and relationship management, hardware and software development, business operations, direct surgical case support, and IP drafting, licensing, prosecution, landscape analysis, and management. 

DANIEL LAWTON – SENIOR VP OF STRATEGY AND BUSINESS DEVELOPMENT

Dan has more than 25 years of experience in the life sciences industry. Previously, Dan was President and CEO of Promentis Pharmaceuticals, a clinical phase, venture-funded neuropsych company developing small molecules to treat trichotillomania and other cognitive control disorders. Dan was Group President at Dohmen Life Sciences where he managed a portfolio of life science service companies, and Vice President and General Counsel of Schwarz Pharma, where he was also a member of the US senior management team. His previous work experience includes a number of senior positions at Abbott Laboratories supporting its US, Canadian, European and Japanese businesses, with a focus on new business development, licensing, acquisitions, and related transactions. Dan has practiced law at firms in Europe and the United States. He is a graduate of Harvard Law School and the University of Michigan and was an Economics Teaching Fellow at Harvard University.

CHRISTIE LIN, PHD – VP OF RESEARCH

Christie is an expert in quantitative imaging with an extensive background in medical physics and engineering. She received her BS and MS in Nuclear Science and Engineering from MIT and PhD in Medical Physics from the University of Wisconsin-Madison.  Christie is passionate about developing innovative imaging technology to enable data-driven decisions in surgical applications. 

DANIEL P. SEEMUTH, PHD – VP OF ENGINEERING

Daniel is passionate about cooperative design, where every person and piece works together to create an integrated, complex system. He enjoys the interdisciplinary teamwork and co-design that are key to creating a product in which every component is engineered with a view of how it fits into the overall product. His diverse skill set is well-suited to his role at OnLume, where he is responsible for the imaging system architecture, electrical design, firmware, and software. He has over 14 years of experience in embedded systems, electronic design, software and firmware development, and optical lighting and imaging systems in both academic and industry settings. Daniel received his BS, MS, and PhD in Electrical Engineering from the University of Wisconsin- Madison.

GREG BANGE – VP OF REGULATORY AFFAIRS AND QUALITY ASSURANCE

Greg has over 30 years’ experience in engineering management and design with a specific focus on medical device compliance with FDA regulations. Prior to OnLume, Greg held regulatory positions at General Electric, Accuray, TomoTherapy, and Philips, having authored or led over a dozen FDA 510(k) submissions in these previous roles.

TRISHA BOELTER – OPERATIONS MANAGER

Trish joins OnLume with 20+ years’ experience concentrated in the medical device and healthcare field.  Trish has a broad range of skills including human resources, administration, sales, project & facility management, real estate and customer service.  She has experience with startup companies such as TomoTherapy and supporting acquisitions.  In her current role, Trish oversees human resources, information technology, administration, and facilities.  

MARK KETILSON – SENIOR FIRMWARE ENGINEER

Mark is a lead software engineer with 15+ experience architecting, designing, implementing, and managing real-time embedded control system solutions in a regulated environment. Currently, Mark is OnLume’s lead software engineer.

OnLume Board Members

THOMAS “ROCK” MACKIE, PHD – EXECUTIVE CHAIRMAN/CO-FOUNDER

Rock is a medical physicist turned serial entrepreneur, Chief Innovation Officer at the University of Wisconsin Hospital, and Emeritus Director of Medical Engineering at the Morgridge Institute for Research. Rock has a track record of commercializing inventions and is one of the co-founders of TomoTherapy ($1B IPO, acquired) by Accuray, which continues to manufacture in Madison.  He is the inventor of over fifty (50) US issued patents.

BENJAMIN TITZ, PHD – CO-FOUNDER

Ben is a research medical physicist and biomedical engineer with 10+ years of experience in translational research and oncologic molecular imaging, in particular PET and in vivo optical imaging. Ben has industry experience in business development, drug development, phase 0-2 imaging trials, as well as FDA guidance and regulations.

ADAM USELMANN, PHD – PRESIDENT/CTO/CO-FOUNDER

Adam is a medical physicist, engineer, and entrepreneur with over 10 years of experience in medical imaging, device design and software development in both academia and industry. Adam is committed to translating medical technologies into clinical use and increasing adoption of techniques that improve patient care and outcomes. Adam has been deeply involved in all aspects of the company including serving as CEO for the first 5 years of company operations, serving as an OnLume board member, achieving initial FDA 510(k) clearance with limited capital, serving as Principal Investigator of OnLume’s Phase I and Phase II SBIR grants, overseeing product development including hardware and software design, and overseeing clinical operations of clinical trials and pilot sites. Adam is experienced in clinical and preclinical study design, clinical KOL interaction and relationship management, hardware and software development, business operations, direct surgical case support, and IP drafting, licensing, prosecution, landscape analysis, and management.

MICHAEL LUZICH – INDEPENDENT BOARD MEMBER

Michael Luzich has established a 30-year reputation as a successful entrepreneur and international investor. He is the founder of Luzich Partners LLC, a multi-strategy investment firm, Michael possesses an impressive business background spanning multiple verticals. Prior to commencing his career as an international investor, Mr. Luzich attended Marquette University and the Harvard Business School OPM Program.

MICHAEL PARTSCH – INDEPENDENT BOARD MEMBER

Mike Partsch is the chief venture officer of the Wisconsin Alumni Research Foundation (WARF), a nonprofit, mission-driven organization that has supported scientific research within the UW–university researchers on patenting and licensing their discoveries and then providing grants back to UW–Madison to continue that cycle of innovation.  Partsch is a veteran healthcare venture capitalist and startup CEO with extensive operational experience in early-stage management. Prior to joining WARF, he led AcceleMed Management, a medical device incubator, for 11 years.  His venture experience includes being a co-founder and managing director at Accuitive Medical Ventures, an associate at Versant Ventures and a Kauffman Fellow (Class 4) at EDF Ventures.

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 OnLume 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 OnLume, 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 OnLume 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 OnLume Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Tuesday, February 22, 2024 at 5:00 p.m. Eastern Time (the “Bid Deadline”) at OnLume’s office, located at 901 Deming Way, Suite 302, Madison, WI 53717. Please also email steve@gerbsmanpartners.com with any bid.

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 in the amount of $200,000 (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.

OnLume 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.

OnLume will require the successful bidder to close within 7 business days. Any or all of the assets of OnLume 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 OnLume Assets shall be the sole responsibility of the successful bidder and shall be paid to OnLume at the closing of each transaction.

For additional information, please see below and/or contact:

Steven R. Gerbsman

steve@gerbsmanpartners.com