Feeds:
Posts
Comments

SALE of Ravenna Pharmaceuticals its Assets and Intellectual Property

Gerbsman Partners (www.gerbsmanpartners.com) has been retained by Ravenna Pharmaceuticals to solicit interest for the acquisition of all, or substantially all, the assets of Ravenna Pharmaceuticals.

Ravenna Pharmaceuticals (Ravenna) is a privately held biotechnology company located in Seattle, Washington.  The Assets and Intellectual Property of Ravenna were transferred form Petra Pharmaceuticals to Ravenna at the time of the acquisition of Petra by a major worldwide pharmaceutical company. Petra was a privately funded a drug development company focused on novel enzyme targets that play a central role in a variety of important cellular processes, including cell division, growth trafficking, and signaling.

The specific assets and Intellectual Property of Ravenna are in the oncology arena and stem from studies of Phosphoinositide (PI) signaling pathway dysregulation.

Ravenna represents:

  1. The company’s programs were developed based on research conducted by Drs. Lewis Cantley and Nathaniel Gray, world leading experts in the PI field.
  2. The PI3k signaling pathway is the most frequently mutated pathway in human cancer. This pathway, together with the PIP4 kinase family have been the focus of the programs currently available at Ravenna.
  3. At present there are Strategic Relationships in place with Schrodinger, Sprint Biosciences, Takeda, Weill Cornell and WuXi
  4. To date over $ 54 million has been invested  by ARCH Venture Partners, Accelerator Life Science, Pfizer, Eli Lily and Alexandria Venture Investments.

The acquisition of Ravenna’s assets enables immediate access to clinical and preclinical drug candidates.  Ravenna has a patent portfolio comprising 26 patent applications to protect the company’s preclinical and clinical assets.

Ravenna has developed and owns the following core assets:

  1. Petra 06 – This is a Phase II ready development program, based on the observations a couple of years ago, made in Lew Cantley’s lab. Namely, that it was possible to render pi3 kinase inhibitor resistant tumors, sensitive again to Pi3 kinase inhibition, by either co-administering a glucose-lowering agent, or by placing treated tumor-bearing animals on a ketogenic diet. https://www.nature.com/articles/s41586-018-0343-4. Based on these observations, Petra, in-licensed from Takeda, a Pi3 kinase alpha inhibitor that had completed Phase I studies. The Petra 06 program has an open IND, to commence Phase 2 studies of this inhibitor in concert with Invokana in patients with mutant PI3 kinase or kras mutant tumors. CRO(s) and study sites are under contract. Over 240,000 patients are diagnosed each year with a mutated Pi3K tumor.
  2. Petra 01 – This is a pre-clinical program whose drug development candidate is ready to enter GLP toxicology studies as a prelude to an IND filing. The compound is a Pip4 kinase inhibitor that was recently shown to manifest profound anti-tumor activity in AML as a result of its being able to function as a GCN-2 agonist. In over two hundred individual human AML samples tested, exposure to Petra 01 showed an ability to result in 100% cell death in approximately half of the specimens tested. There appears to be an AML blast biomarker that correlates with Petra 01 sensitivity.

 

PLEASE SEE ATTACHED POWERPOINT PRESENTATION THAT DISCUSSES RAVENNA ASSETS/PROGRAMS

 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 Ravenna’s assets has been supplied by Ravenna.  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 Ravenna, 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.

Ravenna, 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 Ravenna’s or Gerbsman Partners’ negligence or otherwise.

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

Ravenna Pharmaceuticals Board of Directors

  • Steven Gillis, PhD: President, Managing Director, ARCH Venture Partners.
  • Paul Sekhri: President and CEO eGenesis
  • Thong Q. Le: CEO Accelerator Life Science Partners
  • Barbara Dalton: Vice President Venture Capital, Pfizer
  • Johnston Erwin – Vice President of Corporate Business Development Eli Lily and Company
  • Jenna Foger – Senior Vice President Science & Technology Alexandria Venture Investments

 

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 Ravenna 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 Ravenna, 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 Ravenna 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 Ravenna Assets.  Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Friday, October 30, 2020 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at  Gerbsman’s office, located at 211 Laurel Grove Ave, Kentfield, CA 94904.  Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way. 

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.  The winning bidder will be notified within 3 business days after the Bid Deadline.  Non-successful bidders will have their deposit returned to them.

Ravenna 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.

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

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

Steven R. Gerbsman                                                                                                                             

steve@gerbsmanpartners.com                                 

Kenneth Hardesty

ken@gerbsmanpartners.com

Good afternoon

Based on our over 40 years of crisis management, restructuring and enterprise sale experience, we have never seen a financial crisis where uncertainty is greater than it is now.  Business leaders know that their enterprises will take a major economic hit, but they simply do not know how large or when it will be, where it will hurt most, or how long it will last. That uncertainty is causing businesses to “freeze” their decision-making.  This has been going on since April, 2020.

Gerbsman Partners believes that “freezing in place” will worsen financial and human outcomes and may even be fatal for some businesses. We strongly recommend that companies review their contingent real estate expenses, revenue prospects, liabilities, and creditor/senior lender issues and plan for the worst case.

Investors, board members, senior management and lenders must develop a crisis plans “NOW” for under-performing, under-capitalized and distressed companies. Plans will change as new information emerges, but implementing a crisis planning process immediately is vital, as it drives stakeholders to face hard realities and to take key actions early.  The ultimate objective here is to “Maximize Enterprise Value”.

Gerbsman Partners and its Board of Intellectual Capital can help you develop action plans for maximizing and monetizing enterprise value, and then implement those plans.

We look forward to assisting.

Best

Steven R. Gerbsman – Principal, Gerbsman Partners

Robert R. Tillman – Member of Gerbsman Partners Board of Intellectual Capita

 

 

Terminating/Restructuring Prohibitive Real Estate, License, Payables & Contingent Liabilities

 

Gerbsman Partners has been involved with numerous national and international equity sponsors, senior/junior lenders, investment banks and equipment lessors in the restructuring or termination of various balance sheet issues for their technology, life science, medical device, cyber security, solar and cleantech portfolio companies. 

These companies were not necessarily in crisis, but had cash (in some cases significant cash reserves) and/or investor groups that were about to provide additional funding. In order to stabilize their Go-Forward-Plan and maximize cash resources for future growth, there were specific needs to address Balance Sheet and Contingent Liability issues as soon as possible.

Some of these areas where Gerbsman Partners has assisted, these companies have been in the process of termination, restructuring and/or reduction of:

Prohibitive Executory Real Estate Leases, Computer and Hardware-related Leases and Senior/Sub-debt Obligations

Gerbsman Partners was the “innovator” in creating strategies to terminate or restructure prohibitive real estate leases and senior and sub-debt obligations.

To date, we have terminated or restructured $810 million of such obligations for private and public companies, and which has allowed them to return to financial viability.

Accounts/Trade Payable Obligations

Companies in a crisis, turnaround or restructuring situation typically have account and trade payable obligations that become prohibitive for the viability of the company on a go-forward-basis. Gerbsman Partners has successfully negotiated mutually beneficial restructurings that allowed all parties to maximize value based on the reality or practicality of the situation.

Software and Technology-related Licenses

As per the above, software and technology-related licenses need to be restructured/terminated in order for additional capital to be invested in restructured companies. Gerbsman Partners has a significant, successful track record in these areas.

 

About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in underperforming, undercapitalized and undervalued companies and their intellectual properties. Since 2001, Gerbsman Partners has successfully maximized the values of 109 companies in a wide and diverse spectrum of industries. In the process, GP has successfully restructured/terminated over $810 million of real estate executor contracts and equipment lease/sub-debt obligations, and has assisted in over $2.3 billion of financings, restructurings and M&A transactions.

Gerbsman Partners has offices and strategic alliances in Boston, New York, Washington DC, McLean VA, San Francisco, Orange County, Europe and Israel.

 

 

IMG
 
  Convertible Debt Terms – Survey of Market Trends 2019/2020  
 
 

By Evan Bienstock and Alicia Ryan

Download the full report.

The convertible debt market has remained remarkably stable over the last 15 months, despite considerable economic uncertainty related to the COVID-19 pandemic. Fenwick’s latest Convertible Debt Terms – Survey of Market Trends analyzes more than 100 issuer-side convertible debt transactions covering the period from January 1, 2019, through March 30, 2020. Serving as a resource for startup founders, investors and others interested in convertible debt market trends, this report also includes a snapshot comparison of the full report period through Q2 2020.

Key Findings

  • Year over year, deal sizes are down slightly—from $1.62 million to $1.58 million—with the exception of late-stage deals.
  • Q2 2020, however, saw an increase in deal size and interest rate over the median from the 2019-2020 reporting period, likely a result of companies looking to extend their runway in response to COVID-19.
  • Conversion discounts remain the norm, even in later stage debt issuances.
  • Valuation caps remain standard practice for more than 80% of “first money” transactions, but drop steeply at later stages.
  • In change-of-control situations, such as the sale of a company, most deals provide for a premium payout that is a multiple on top of the repayment of the principal balance. In fact, as many as 68% of late-stage bridge transactions contain a change of control premium.

 

   
 
Full Report
 
   
 
   

One cannot and must not try to erase the past merely because it does not fit the present.