A Blog from Gerbsman Partners Board of Intellectual Capital on “Maximizing Enterprise Value” for technology, life science, medical device and cleantech companies and their Intellectual Property
This is an unprecedented announcement regarding Silicon Valley Bank. We understand that many technology, life science and medical device companies who have SVB deposits and credit lines may be impacted by this development. Even if deposits above the $250,000 FDIC coverage limit are paid in full, SVB credit lines will likely be unavailable.
Bob and I anticipate greatly restricted availability of venture financing, as many venture firms are also SVB customers. Financings in progress will likely be delayed, as venture firms will re-evaluate their commitments. If you have technology, life science and medical device companies as customers, you can expect that many of these companies will have difficulties paying their bills. Lastly, other banks will be fearful of a similar fate, and will likely pull back from lending and from taking on new customers.
If your company of one of those affected, it is vitally important that you retain professional help immediately to prepare for CASH shortages. Gerbsman Partners has a decades long track record in negotiating with creditors in difficult and complex situations and restructuring prohibitive real estate and intellectual property leases.
Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies and their Intellectual Property, as well as maximizing value for Intellectual Property Patents. Since 2001, Gerbsman Partners has been involved in maximizing value for 118 technology, medical device, life science, solar, fuel cell, cyber security, consumer and digital marketing companies and their Intellectual Property and has restructured/terminated over $810 million of real estate executory contracts and equipment lease/sub-debt obligations. Since inception in 1980, Gerbsman Partners has been involved in over $2.3 billion of financings, restructurings and M & A Transactions.
Gerbsman Partners has offices and strategic alliances in San Francisco, New York, McLean, VA/Washington DC, Orange County, Boston, Europe and Israel.
Bob, Ken Hardesty and I, as well as the rest of the Gerbsman Partners team are available to strategize and develop action for maximizing and monetizing value.
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:
Uncertain times. A world aflame in conflict and global economies strained and hovering on the recession line. You managed valiantly to weather the storm with all your might and diligence, but then unforeseeable events suddenly turn everything upside down.
When bad economic weather laps at your door, it is time to reach out to the experts who have captained many a ship out of storms and peril. Such a firm is Gerbsman Partners. For nearly 40 years, we have assisted a hundreds of clients in a broad range of industries with thorough analysis, innovative go forward plans, maximizing cash resources for future growth, and address balance sheet and contingent liability issues.
As a creative innovator, Gerbsman Partners has created strategies and processes that addressed the resolution of specific issues, such asterminating Prohibitive Executory Real Estate Leases, Computer and Hardware Related Leases and Senior Sub-Debt Obligations, Accounts/Trade Payable Obligations, and Software and Technology-Related Licenses.
Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies and their Intellectual Property, as well as maximizing value for Intellectual Property Patents. Since 2001, Gerbsman Partners has been involved in maximizing value for 118 technology, medical device, life science, solar, fuel cell, cyber security, consumer and digital marketing companies and their Intellectual Property and has restructured/terminated over $810 million of real estate executory contracts and equipment lease/sub-debt obligations. Since inception in 1980, Gerbsman Partners has been involved in over $2.3 billion of financings, restructurings and M & A Transactions.
Gerbsman Partners has offices and strategic alliances in San Francisco, New York, McLean, VA/Washington DC, Orange County, Boston, Europe and Israel.
To assist in the process to navigate out of your personal storm, press the weblink below to access our website which is full of valuable advice, insights and processes and the nationally and internationally branded expertise of Gerbsman Partners, or reach out for a free private consultation with our principal, Steven Gerbsman at steve@gerbsmanpartners.com
This special group was born between 1930 & 1946 = 16 years.
In 2022, the age range is between 76 & 92.
Are you, or do you know, someone “still here?”
Interesting Facts For You . . . .
You are the smallest group of children born since the early 1900s.
You are the last generation, climbing out of the depression, who can remember the winds of war and the impact of a world at war that rattled the structure of our daily lives for years.
You are the last to remember ration books for everything from gas to sugar to shoes to stoves.
You saved tin foil and poured fried meat fat into tin cans.
You saw cars up on blocks because tires weren’t available
You can remember milk being delivered to your house early in the morning and placed in the “milk box” on the porch. The Good Humor ice cream truck coming through the neighborhood.
You are the last to see the gold stars in the front windows of grieving neighbors whose sons died in the War.
You saw the ‘boys’ home from the war, build their little houses that they were so happy with.
You are the last generation who spent childhood without television; instead, you “imagined” what you heard on the radio and you read library books.
With no TV until the 1950s, you spent your childhood “playing outside” There was no Little League. Many kids walked to school.
There was no city playground for kids. You organized neighborhood baseball and football games on vacant lots. You rode your bike everywhere
The lack of television in your early years meant that you had little real understanding of what the world was like.
On Saturday mornings and afternoons, the movies gave you newsreels sandwiched in between westerns and cartoons.
Telephones were one to a house, often shared (party lines), and hung on the wall in the kitchen (no cares about privacy).
Computers were called calculators; they were hand-cranked.
Typewriters were driven by pounding fingers, throwing the carriage, and changing the ribbon.
‘INTERNET’ and ‘GOOGLE’ were words that did not exist.
Newspapers and magazines were written for adults and the news was broadcast on your radio in the evening. Kids read comic books.
The Government gave returning Veterans the means to get an education and spurred colleges to grow.
Loans fanned a housing boom
Pent-up demand, coupled with new installment payment plans opened many factories for work.
New highways would bring jobs and mobility
The veterans joined civic clubs and became active in politics.
The radio network expanded from 3 stations to thousands.
Your parents were suddenly free from the confines of the depression and the war, and they threw themselves into exploring opportunities they had never imagined.
You weren’t neglected, but you weren’t today’s all-consuming family focus.
They were glad you played by yourselves until the street lights came on.
They were busy discovering the postwar world.
You entered a world of overflowing plenty and opportunity; a world where you were welcomed, enjoyed ourselves and felt secure in your future although the depression poverty was deeply remembered.
Polio was still a crippler.
You came of age in the ’50s and ’60s.
You are the last generation to experience an interlude when there were no threats to our homeland.
The second world war was over and the cold war, terrorism, global warming, and perpetual economic insecurity had yet to haunt life with unease.
Only your generation can remember both a time of great war and a time when our world was secure and full of bright promise and plenty.
You grew up at the best possible time, a time when the world was getting better…
You are “The Last Ones.”
More than 99 % of you are either retired or deceased, and you feel privileged to have “lived in the best of times!”
Amen! It’s great being part of the 1% ….Special Group!
Blog of Intellectual Capital 