Update to “The Bidding Process, Procedures for Sale of Assets and Intellectual Property of Stemedica – a Stem Cell company
Further to Gerbsman Partners sales letter of September 9, 2024 regarding the sale of Stemedica Cell Technologies, Inc. I am attaching the following information. Also, due to the timeline of the Bidding Process, Ken and I can schedule interested parties for a call with the Stemedica key Intellectual Capital prior to any NDA.
- Exhibit A – NDA
- Table of Contents for Stemedica Data Room for due diligence
- Asset Purchase Agreement “APA”
- Stemedica Stem Cell Inventory
- Refundable wire transfer instructions
Below please find the wire instructions for our Client Trust Account
Gupta, Evans & Ayres PC
Address: 5353 Mission Center Road, Suite 215, San Diego, CA 92108
Bank: Bank of America
Please let me know if you have any questions or require any additional information.
Please be sure to alert me whenever you wire money into the account.
Please see update to the sales letter regarding Pulthera, LLC –. 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 and has sublicensed that opportunity (with Stemedica’s permission) to publicly traded biotechnology company, Celularity.
Please review the “Important Legal Notice” below in that potential purchasers should not rely on any information contained 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.
Please see attached draft “APA”. I would also encourage and recommend that all interested parties have their counsel speak with Ajay Gupta, Esq., counsel to Stemdica, to discuss any questions or comments of a legal nature relating to the transaction and “APA”. Ajay is available at 619 866 3444 ag@social.law.com . It is also recommended that the “APA” be submitted with any bid.
Ken 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 Stemedica 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 Stemedica to solicit interest for the acquisition of all, or substantially all, 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.
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 which will be payable to legal counsel trust above. 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
Kenneth Hardesty
Blog of Intellectual Capital 