Sale of Stemedica Cell Technologies, Inc.
(Gerbsman Partners) has been retained by Stemedica Cell Technologies, Inc. Stemedica Cell Technologies, Inc. (“Stemedica” or “the Company”) to solicit interest for the acquisition of all, or substantially all, of the assets of Stemedica.
Stemedica is a clinical stage biopharmaceutical company focused on the manufacturing, licensing, and clinical advancement of allogeneic stem cells and stem cell derivatives including exosomes and proteins. The company has received “best in class” recognition for its ability to manufacture large quantities of stem cell products while retaining potency, purity, and product consistency.
The Company’s manufacturing and clinical advancements are supported by clinical trial and patient treatment data, publications, white papers, supportive research, and a broad portfolio of intellectual property, trade secrets and know-how. Up until September 2024, Stemedica maintained a cGMP manufacturing facility in San Diego, California and advanced its clinical efforts through its own sponsored clinical trials as well as through geographic and medical indication licensees.
The acquisition of Stemedica will enable immediate access to Stemedica’s intellectual property, manufacturing protocols and CMC’s, product inventory, manufacturing know-how and trade secrets, clinical trial data, and clinical trial IND approvals including, but not limited to, two FDA-approved Phase IIb/III clinical trial approvals: one for chronic ischemic stroke and one for chronic heart failure.
To advance the Company’s manufacturing and clinical trial strengths, Stemedica has raised approximately $190 million since its inception. These funds have come from Series A and Series B offerings; a major investment from a fund created by publicly traded Chinese Company, Jiuzhitang Co, Ltd.; debt instruments; and Common (down round) offerings. Stemedica also generated revenue from product sales and licensing fees prior to COVID.
The strength of the Stemedica opportunity derives from its breadth and range of the assets it has created with these funds:
- A BioSmart™ Manufacturing Platform for the cost-effective manufacture of large quantities of efficacious stem cell and stem cell derivative products.
- Strong safety data and promising efficacy results from early-stage clinical trials.
- A majority owned subsidiary, StemProtein, which has developed unique exosome and stem cell-derived protein products.
- Dynamic intellectual property, trade secrets and know-how supporting both the manufacturing process and its products.
- A proprietary product development formula incorporating low oxygen and an enriched growth medium which yields an allogeneic stem cell product that provides significant promise in treating conditions that are found in ischemic environments.
- Two late-stage clinical IND approvals from the FDA – one for chronic ischemic stroke and one for chronic heart failure – designed to secure provisional commercial approval or commercial approval (subject to trial results) in the most efficient time frame.
- Relationships with Licensees and Strategic Partners interested in helping advance Stemedica’s products and technologies under the right circumstance.
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 Stemedica assets has been supplied by Stemedica. 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 Stemedica 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.
Stemedica, Gerbsman Partners, and its 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 Stemedica or Gerbsman Partners’ negligence or otherwise.
Any sale of the Stemedica 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 Stemedica or Gerbsman Partners. Without limiting the generality of the foregoing, Stemedica and Gerbsman Partners and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the Stemedica 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.
Company History
Stemedica was incorporated in July 2005 (Nevada Corporation) in an effort to address an unmet need and improve the quality of life, for patients with medical conditions that had no cures.
Stemedica has remained a privately held company since its incorporation, operating manufacturing, business development and administrative from San Diego, California. Over time, it raised approximately $190 million in investment from accredited investors to advance these business efforts. The company also developed subsidiaries to focus on certain medial indications. Three (3) subsidiaries remain in majority control. They are:
- StemProtein, LLC (Delaware) – a manufacturer and licensor of stabilized proteins and exosomes.
- StemCutis, LLC (Delaware) – a dormant entity available for clinical trial and product development activities.
- Stemedica International S.A. (Canton Vaud) – a Swiss-based legal entity created to assist with research, clinical, manufacturing, and commercial opportunities primarily in Europe.
Acting on the enormous potential of Stemedica’s products for many disease indications, and in going after funding opportunities in those multiple areas, by 2017 the Company found itself managing six active INDs with multiple clinical trials in progress while trying to manage its subsidiaries. The Company found itself struggling under the cost.
In 2018, the Company engaged a Chinese-based, publicly traded company, Jiuzhitang. After an extensive due diligence period, Jiuzhitang decided to invest $68 million in Stemedica in exchange for an equity position exclusive distribution and manufacturing rights to Stemedica’s technology in greater China. Today, Jiuzhitang (via the Zhuhai Hengqin Jiuzhitang Yonghe Qihang Fund), owns approximately 48.9% of Stemedica. This investment was used successfully to advance manufacturing, research and development and clinical trial efforts into 2020, at which point the pandemic was upon us and non-COVID related clinical trial activities and product sales ceased while the costs of maintaining the manufacturing facility and employee added to the financial burden. The Company has been unable to recover financially from the loss of income during that time.
Stem Cell Manufacturing Like No Other
Stemedica is regarded as a “best in class” manufacturer of allogeneic adult stem cells.
Several third-party entities have conducted independent, comparative analysis on Stemedica’s manufacturing process and product integrity in the marketplace and have recognized Stemedica’s manufacturing processes and product potency and characteristic consistency, recognizing Stemedica’s manufacturing process and product output as just that, “best in class”. In fact, after a two-year study, Life Technologies (a Thermo Fisher Scientific company) selected Stemedica’s stem cells to private label exclusively for sale to the worldwide Academic and Research markets.
After closely studying the Autologous, Embryonic and IPS stem cell markets, Stemedica determined the best way to create safe, consistent products that can be scaled and advanced to the masses, (for the sake of healthcare and profitability) was through the manufacture of Allogeneic stem cells.
Stemedica’s BioSmart™ Manufacturing Platform yields clinically significant scalability, product consistency, and product potency by incorporating a combination of low oxygen manufacturing, proprietary stem cell enrichment technology, and a unique cell banking system.
This allows Stemedica to cost-effectively generate large amounts of product with the least number of cell populations doubling (important for safety) while retaining product consistency, purity and potency with the ability to manufacture approximately 500,000 patient doses from one original source tissue through its clinical grade manufacturing process.
Significant scalability, while retaining product safety, manufacturing consistency and potency is the key to Stemedica’s manufacturing ‘Point of Difference.’
- Stemedica’s primary stem cell products are an ischemic tolerant mesenchymal stem cell and an ischemic tolerant neural stem cell.
- Stemedica has also developed an allogeneic retinal pigmented epithelial stem cell as well as a transfected mesenchymal stem cell product line, neither of which have yet been advanced in a clinical setting.
Stemedica’s stem cells are manufactured in a way that makes them immune privileged, and where no HLA matching and no immunosuppressant drugs required. (Stemedica’s cells exhibit CD90, CD105, and CD73 markers, less than 1% hematopoietic makers CD14+19+34+45, and less than 2% of HLA-DR, which is why these cells are not recognized by patients’ immune system and are destroyed as foreign cells)
Stemedica’s stem cell products were manufactured at a government licensed (State of California, Food & Drug Branch), cGMP stem cell manufacturing facility in San Diego, California.
Stemedica has developed, and uses, an FDA-approved aseptic clinical delivery system for its mesenchymal stem cells finished product, eliminating the need for lab and pharmacy formulation at treatment sites. This creates an easy and safe form of ‘Off The Shelf’ delivery for Stemedica’s stem cell products.
The FDA recognized the safety and potency of Stemedica mesenchymal stem cells product by approving the Phase IIb/III IND applications to proceed for ischemic stroke and chronic heart failure.
The FDA also recognized Stemedica’s ability to scale large amounts of mesenchymal product at a high product consistency profile (from a manufacturing standpoint) as part of their Phase IIb/III IND approval.
In conjunction with these Phase IIb/III approvals, Stemedica has already developed its plans for Commercial Grade Cell Manufacturing. Using technology advances thoroughly researched and tested, Stemedica believes commercial grade output will yield at least 10X the current production yields from one ‘Original Source Tissue’ without altering the potency, purity or consistency of Stemedica’s drug product. Stemedica’s Manufacturing Team is well versed in the Technology Transfer of the Company’s manufacturing process and product development.
Compelling Clinical Data
Stemedica stem cells have been approved for use in humans by regulatory agencies in the United States, Switzerland, China, India, Mexico, Kazakhstan, and Indonesia.
To date, Stemedica stem cell products, (mesenchymal stem cells and/or neural stem cells), have been used in the treatment of over 1,200 patients around the world in government-registered clinical trials without a single serious adverse event being reported.
Mesenchymal stem cells provide a novel therapy to the healthcare marketplace as they:
- Target multiple aspects of pathophysiology versus pharmacological therapies which may target only one component of a given syndrome.
- Emit low immunogenicity, allowing for allogeneic “off-the-shelf” use, which is of practical importance in a critical care application. (No immunosuppressive drugs required)
- Offer significant immunomodulatory effects, specifically their capacity to suppress excessive pro-inflammatory responses.
- Have the capacity to augment host defense to microbial infections through the elaboration of antimicrobial peptides and bolstering of the activity of innate immune cells.
To date, In the United States, Stemedica has received eight IND (clinical trial) approvals from the FDA using Stemedica’s mesenchymal stem cells:
Internationally, Stemedica’s Geographic Licensing Partners have advanced clinical trials with regulatory approval in their respective countries. These efforts include:
- Jiuzhitang Maker (Beijing) Cell Technology Co, Ltd. – Greater China. Phase I/IIa (equivalent) clinical trial in China for Ischemic Stroke. (First-ever approval from the CFDA to allow the import of an allogeneic stem cell for a China-based clinical trial)
- ALTACCO XXI – Kazakhstan. (Including the territory of Kyrgyzstan, Uzbekistan, Tajikistan and Turkmenistan). ALTACCO has received Commercial Approval for the treatment of Acute Myocardial Infarction using Stemedica’s mesenchymal stem cells. Additionally, ALTACCO has advanced several successful earlier stage clinical trials for Cirrhosis of the Liver, Type II Diabetes, Chronic Heart Failure, Spinal Cord Injury, and Asthma.
- Novastem (dba Clinica Santa Clarita) – Mexico. Novastem has treated several hundred patients for a myriad of indications with approval granted from the Mexican FDA-equivalent, Federal Commission for the Protection against Sanitary Risk (COFEPRIS) with a particular focus on neurodegenerative disease, osteoarthritis, muscular/skeletal degradation and longevity. (Please Note: Novastem is interested in selling its clinic in Tijuana, Mexico and has been dormant in product orders. Stemedica seeks a new partner, or a new partnership between Novastem and a mutually agreeable third party, near-term).
- Sanostem, LLC – India. (Including the territory of Sri Lanka, Bangladesh, Fiji and Nepal). To date, Stemedica has received a Phase I/IIa (equivalent) approval in India from the Central Drug Standards Control (CDSCO)for the treatment of COVID but has yet to initiate clinical efforts. Stemedica’s regulatory approval will significantly aid Sanostem’s efforts.
- Thermo Fisher Scientific – Life Technologies (a Thermo Fisher Scientific company) secured the worldwide rights to sell Stemedica’s mesenchymal and neural stem cells to the Research & Academic Communities under a private label license (STEMPRO. Thermo Fisher remains an active vendor to sell research-grade product (exclusivity expired).
In Kazakhstan and Mexico, ALTACCO and Novastem respectively have advanced neurological clinical activities administering both mesenchymal and neural stem cells. This “Combination Therapy” for neurological conditions can be a strategic game changer in the treatment world on a long-term basis.
Stemedica’s Medical Indication Licensing Partners are:
- CardioCell, LLC – Cardiac Indications. Stemedica was able to secure a Phase IIb/III IND for a clinical trial treating Chronic Heart Failure using the Company’s mesenchymal stem cell. While the IND rights belong to Stemedica, a licensing and rights to conduct this trial are with CardioCell, LLC.
- Pulthera, LLC – Pulmonary Indications. Stemedica has licensed Pulthera for the treatment of pulmonary conditions using Stemedica’s product. Recently, Pulthera received a Phase IIb IND from the FDA for the advancement of a clinical trial for Long COVID using Stemedica mesenchymal stem cells. Pulthera is in advanced talks with multiple sources for the funding of this trial.
Chronic Toxicity and Chronic Tumorigenicity pre-clinical testing has been conducted with Stemedica’s stem cell products, as required by the FDA, demonstrating excellent product safety profiles.
Additionally, several successful pre-clinical studies using Stemedica’s mesenchymal stem cells and/or neural stem cells have been conducted in support of these clinical efforts including extensive pre-clinical work conducted by the Swiss Federal Institute of Technology Lausanne in Switzerland for Alzheimer’s and by Stanford University for Spinal Cord Injury.
Several articles have been published on Stemedica’s products and clinical outcomes. These articles provide statistical and/or analytical promise for Stemedica’s stem cell products (full publications available in Stemedica’s data room).
In concert with Stemedica’s working relationship with the FDA, the Company provides detailed annual reports from its own clinical trial activities as well as those conducted by the Company’s Geographic and Medica Indication Licensees, providing full accountability and traceability of Stemedica products in all clinical applications.
Exosomes & Stem Cell-Derived Protein Leadership
StemProtein, LLC is a majority-owned subsidiary of Stemedica. Through StemProtein, large scale, consistent, GLP compliant manufacturing had been established and technology transfer capabilities have been enabled.
StemProtein uses Stemedica’s mesenchymal stem cells to manufacture stem cell-derived proteins and exosomes for use in both commercial as well as therapeutic applications. Commercial applications can be achieved by using mesenchymal stem cells (not specific to Stemedica’s brand of cells).
Using proprietary stabilization technology, StemProtein products can retain efficacy at room temperature for at least six (6) years. This stabilized product has the unique and strategic opportunity to be deployed in therapeutic and/or commercial areas where cold storage is not available or prohibitory.
StemProtein’s product is a unique composition of exosomes, supporting proteins and cytokines. Physiological formulation includes over 150 different growth factors, cytokines and proteins which can assist with inflammation control and management; tissue repair; and healthy tissue support.
Exosomes, present in the formulation, are responsible for cell-to-cell communication. Strong anti-inflammatory properties of the protein and exosome mixtures have been validated through eight Pre-Clinical and Proof of Concept Studies.
Without making any medical claims, and subject the regulatory laws within a given country, StemProtein products can be used commercially on an immediate basis for:
a. Skin Health (cosmetic opportunities including cream, essence, patches)
b. Hair Health
c. Sunscreen Lotion
d. Lip Balm
e. Longevity (sublingual/lollipops)
f. Pet Treats
These opportunities can be advanced vis-à-vis geographic or opportunity-specific licensing agreements or developed under private label manufacturing contracts.
Once appropriate clinical trials or 510K advancements have been made, therapeutic opportunities using StemProtein’s protein product include:
a. Lung Health (nebulizer)
b. Brain Health (nasal spray)
c. Eye Health (nasal spray)
d. Gum and Teeth Health (toothpaste)
e. Wound Care/Burns (topical or patches)
f. Longevity (sublingual or lollipops)
Complete safety profile for the protein and exosome formulation has been established. The following safety studies have been completed including In vivo long-term and short-term safety (topical and IV administration); and in vitro safety for topical application.
Intellectual Property, Trade Secrets and Know How
Stemedica maintains three levels of Asset Protection for the product and manufacturing assets it has advanced since inception.
These three levels include trade secrets, know-how and IP patent protection. Within the patent protection tier, Stemedica has Issued Patents, Published Patented, and Patents Pending.
Stemedica’s Intellectual Property also includes its Manufacturing Protocols and Manufacturing CMCs. (Chemistry, Manufacturing and Controls). A full list of approved patents and pending patent applications are available in the dataroom.
Ischemic Tolerant Products for Chronic Conditions & Longevity
With stem cell product offerings everywhere, the old adage, “No two stem cells are alike”, could never be more relevant to the future development of the regenerative health movement.
Stemedica and its team of technology and product innovators have dedicated over four decades to advancing the best possible product development process – one which creates a stem cell product that is both potent and efficacious on a consistent basis in environments where typical drugs and biologics don’t perform.
Several years after establishing allogeneic stem cell production capabilities, Stemedica switched its stem cell manufacturing process to low oxygen, using an enriched medium formula and other proprietary steps to grow its product.
This low oxygen enriched medium formula not only yields advantageous value from a manufacturing standpoint, but also produces unique product characteristics which provides benefits for patient recipients.
This is why Stemedica has called its two primary stem cell products, “ischemic tolerant” mesenchymal stem cells and “ischemic tolerant neural stem cells. Because Stemedica’s stem cell products are “ischemic tolerant”, they exhibit greater viability in ischemic and toxic environments in the body.
Stemedica’s products maintain a significant point of advantage in their clinical application because they secrete more of the important healing factors in response to ischemia and retain their ‘stemness’ (or regenerative capabilities) in challenging human ecosystems where damage, disease, or inflammation exist.
While other stem cell manufactures now try to mimic Stemedica’s low oxygen manufacturing environment, our ability to manufacture large quantities of product with the fewest number of “passages” allow Stemedica’s stem cell products to retain the highest levels of potency with equally high levels of purity and product characteristic consistency.
Because of all of its product characteristic consistency, Stemedica maintains a strong working relationship with many governmental regulatory agencies around the world due to the consistent safety profile of its stem cell product.
Chronic Inflammation is found as the root cause of many medical maladies. Stemedica’s ischemic tolerant mesenchymal and neural stem cells show substantial promise in treating Chronic Inflammation. Because the interest in longevity treatments are rapidly rising around the world, Stemedica’s Ischemic Tolerant stem cell products can become an instrumental player in clinical and physician offerings around the world.
An Attractive Regulatory Pathway
Stemedica has received two late-stage clinical trial approvals from the FDA, one for Chronic Ischemic Stroke and one or Chronic Heart Failure. These are two medical indications are conditions which Stemedica has already invested in as well as successfully completed Phase I/IIa clinical trials.
Specifically, Stemedica has received two Phase IIb/III IND (Investigative New Drug) permissions for Chronic Ischemic Stroke and Chronic Heart Failure. These are both double blinded, placebo-controlled studies requiring 50 patients to be treated in Phase IIb (to confirm the results of Stemedica’s Phase I/IIa studies), then 300 patients in Phase III.
Since Stemedica’s product safety and consistency profile is well established with the FDA, Stemedica has been granted permission to use its current clinical grade mesenchymal product to conduct the entire trial; however, it must have its commercial grade manufacturing process in place prior to the conclusion of the Phase III portion of these efforts.
Ever since Japan introduced the strategy of “Provisional Commercial Approval” for safe and promising products nearly a decade ago, and accelerated by the fast tracked products during the COVID period, products with a consistently high safety profile coupled with promising efficacy data have been receiving “Provisional Commercial Approval” in one or more credible regulatory environments around the world.
“Provisional Commercial Approval” allows the product owner to apply for/receive reimbursement for patient treatments while it completes the necessary, additional treatments to complete full-on Commercial Approval. Such status makes a license or acquisition opportunity with large pharma much more attractive.
Starting with Ischemic Stroke, Stemedica’s strategy is to double the Phase IIb study population to 100 patients, complete the trial in an appropriate cost-effective country with a FDA recognized, global CRO (contract research organization), then apply for “Provisional Commercial Approval” in one or more countries.
Since Chronic Ischemic Stroke is such a large unmet medical indication, (approximately 80 million patients 6 months post stroke with remaining physical aftereffects), Stemedica believes the value of a “Provisional Commercial Approval” could be worth $1 billion (USD) or more in the licensing or acquisition arena. Once financing is in place, this process can be completed in 18-24 months.
After successfully implementing this strategy for Chronic Ischemic Stroke, Stemedica will mimic this same model for its Chronic Health Failure IND permission.
Seasoned Management Team
Stemedica’s Senior Management Team has been together for more than a decade. Rich in diversity, Stemedica Management has decades of knowledge and experience in product development, manufacturing, business development and regulatory affairs.
Stemedica’s Management Team includes:
MIKE STEINHAUSER, CHAIRMAN
- Been in the Healthcare Industry for over 40 years.
- Leads Private Equity ‘3B Group’ focused on emerging healthcare opportunities.
- Past Chair North Memorial Health (Hospital and Healthcare organization in Minnesota)
- Past Chair, Jack Jablonski Foundation. (Spinal Cord Injury)
- Long-term Stemedica Investor before joining Stemedica’s Board and eventually key Stemedica leadership positions.
NIKOLAI TANKOVICH, MD, PhD, FASLMS: PRESIDENT & CMO
Recognized globally for his research and clinical applications in surgical oncology and in using specialized lasers in combination with pharma drugs. Over 110 patents.
- University of Irvine – Visiting professor of Bechtel Corporation – Dept of Surgery.
- Advisor and consultant to major biotech and pharmaceutical companies. Previously VP President of R&D for Thermo Fisher for 11 years – the largest biotech company with over $42 billion in sales.
- Work is published in in over 70 journals including Circulation, Neurosciences and supervision of research published in Nature.
- Appointed as a legate by the Board of Trustees, Center for Science and Society, Oxford University, UK.
ALEXANDER KHARAZI, MD, PhD: CHIEF TECHNOLOGY OFFICER
Extensive experience and training in cell biology, immunology, tissue culture and age-related pathological changes of the immune systems.
- Author of over 30 peer review articles including outstanding results in FDA clinical trials in breast cancer using tumor vaccines.
- Chief Pathologist UCLA in EPA controlled study on magnetic fields and lymphoma– results reported to the United States Congress.
LEV VERKH, PhD: CHIEF REGULATORY & CLINICAL DEVELOPMENT OFFICER
- Served as a regulatory and clinical trial executive with Pfizer, Baxter Bio Sciences, Alliance Pharmaceutical and Alpha Therapeutic Corporation.
- Directed national and multinational Phase I, II, III and IV clinical trials in cardiology, oncology, peripheral artery disease, hematology and blood disorders.
- Author of over 40 peer review journal publications.
- Significant experience with foreign regulatory agencies in organizing and managing multinational clinical trials.
VASILIY PORTNOY, PHD: CEO STEMPROTEIN, LLC (SUBSIDIARY)
- Dr. Vasiliy Portnoy graduated Cum Laude from the Bioengineering program at University of California, San Diego and completed his doctoral training in the field of Systems Biology and Metabolic Engineering.
- Over 15 years of experience in process development and manufacturing working in multiple industrial biotechnology companies where he led multiple projects related to delivery of production strains, process development, and optimization.
DAVID MCGUIGAN: EVP – STRATEGIC & BUSINESS DEVELOPMENT
- Held numerous leadership roles in Stemedica for the past 18 years.
- Facilitated many key initiatives and investments for Stemedica, including securing financial commitment from Jiuzhitang.
- Is active in community development including recent positions as the Chair of the Strategic Advisory Board; the Past President of the MiraCosta College Foundation Board; and Strategic Advisor to Cure Science.
Relationships & Assets to Build From
Over the past two decades, Stemedica has developed significant and meaningful relationships in the marketplace. This includes Licensees; Vendors & Suppliers; Strategic Partners; and Medical Advancement Collaborators.
Stemedica leadership remains committed to leveraging these relationships – and the assets the company has built to date – to provide the greatest ROI to Stemedica owners, employees, it relational partnerships, and perhaps most importantly, to those patients who can benefit most from the power and potential of Stemedica’s products.
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 Stemedica 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 Stemedica 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 Stemedica 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 Stemedica Assets.
Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, September 27, 2024at 3:00 p.m. Pacific Time (the “Bid Deadline”) at steve@gerbsmanpartners.com or info@stemedica.com.
Bids should identify those assets being tendered for in a specific and identifiable way. Bidders interested in specific Stemedica Assets 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. All bids must be accompanied by a refundable deposit check in the amount of $200,000 (payable to Adynxx, Inc.). The winning bidder will be notified within 3 business days after the Bid Deadline. Non-successful bidders will have their deposit returned to them.
Stemedica 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.
Stemedica will require the successful bidder to close within 7 business days. Any or all of the assets of Stemedica 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 Stemedica Assets shall be the sole responsibility of the successful bidder and shall be paid to Stemedica at the closing of each transaction.
For additional information, please see below and/or contact:
Steven R. Gerbsman
(415) 456-0628
Blog of Intellectual Capital 