Blog of Intellectual Capital

Update to “The Bidding Process, Procedures for Sale of Assets and Intellectual Property of OnLume Surgical

Further to Gerbsman Partners sales letter of January 23, 2024 regarding the sale of Onlume Surgical,  I am attaching:

1. OnLume detail sales letter
2. OnLume IP Patent Portfolio
3. Exhibit A – NDA
4. Table of Contents for OnLume Data Room for due diligence 
5. Link to OnLume detail power point deck

Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained 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. 

Ken, Eric and I will be following up to review the updated Bidding Process, schedule due diligence meetings with senior executives (no NDA needed for this) and answer any questions regarding the “Date Certain M&A Process”.

Any and all the assets of OnLume 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 OnLume to solicit interest for the acquisition of all, or substantially all, the assets of OnLume. 

OnLume information (detail 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:

1. Meets a strong unmet need in the marketplace, thus providing a valuable tool to surgeons and improving patient outcomes; 
2. Has an impressive range of completed or ongoing clinical trials; 
3. Addresses the needs of large and fast-growing commercial markets; and 
4.  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.

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

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