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
Successful ‘Date-Certain M&A’ of Stemedica Cell Technologies Inc., its Assets and Intellectual Property
Gerbsman Partners is pleased to announce the successful completion of maximizing the value of the Assets and Intellectual Properties at Stemedica Cell Technologies, Inc.
Due to market conditions and trends, the Board of Directors and senior lender made the strategic decision to maximize the value of its Assets and Intellectual properties.
Gerbsman Partners – led by Steven R. Gerbsman, Principal and Kenneth Hardesty (CEO in Residence)– provided the CEO with financial advisory leadership through its proprietary ‘Date-Certain M&A Process’, facilitated the sale of the company’s Assets and Intellectual Property and the closing of the sale with other company Advisors.
1. Business consulting and investment banking domain expertise in developing strategic action plans.
2. Implementing its proprietary ‘Date-Certain M&A Process’ in order to maximize value of Stemedica Assets and Intellectual properties.
3. “Managing and guiding the process” among potential acquirers, lawyers, advisors, as well as all stakeholders of interest.
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 121 companies in a wide and diverse spectrum of industries, ranging from technology, medical device/life science, digital marketing to cyber security, to name only a few.*
In the process, GP has successfully restructured/terminated over $810 million of real estate executory 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 San Francisco, Orange County, Boston, New York, Washington DC, McLean, VA, Europe and Israel.
*For further information on Gerbsman Partners expertise and industry experience, please request our company profile here
of Pennington Biomedical Research Center in Baton Rouge, La. Credit: Pennington Biomedical Research Center
Pennington Biomedical Research Center’s Dr. Steven Heymsfield and Dr. Peter Katzmarzyk are among the most influential researchers in the world who demonstrate significant and broad influence in their fields, according to Clarivate Analytics’ 2024 List of Highly Cited Researchers.
This honor highlights researchers whose work has had significant global influence, as evidenced by their exceptional citation records in leading scientific publications. The 2024 Highly Cited Researchers hail from more than 1,200 institutions in 59 nations and regions.
The Highly Cited Researchers list, compiled annually by Clarivate Analytics, identifies scientists who are among the top 1 percent of researchers in their field, as measured by citations in the Web of Science database during the period from 2013 to 2023.
“Pennington Biomedical is home to all-star researchers known worldwide, and this recognition for Dr. Heymsfield and Dr. Katzmarzyk shows the impact they are having in the field of obesity and nutrition research,” said Dr. John Kirwan, Pennington Biomedical Executive Director. “We congratulate them both for this recognition and all of Louisiana and Baton Rouge can be proud that they are conducting their world-renowned research here at Pennington Biomedical.”
Dr. Heymsfield and Dr. Katzmarzyk are internationally recognized for their groundbreaking contributions to obesity research, physical activity, and public health.
Steven Heymsfield, M.D., Professor of Metabolism & Body Composition, has an h-index of 141. He is listed on 1,314 publications that have been cited close to 80,000 times. His most cited paper, “Epidemiology of sarcopenia among the elderly in New Mexico,” published in the American Journal of Epidemiology, has been cited more than 2,800 times.
“This achievement reflects not just individual recognition, but the incredible support and collaboration of everyone at Pennington Biomedical,” Dr. Heymsfield said. “Conducting impactful and high-quality research requires not only dedication but also access to outstanding facilities, resources, and a thriving scientific community—qualities exemplified at Pennington Biomedical. I am grateful to be part of an institution that fosters innovation and excellence in research, enabling us to address critical challenges in health and nutrition on a global scale.”
Peter Katzmarzyk, Ph.D., Associate Executive Director for Population and Public Health Sciences; Professor; and Marie Edana Corcoran Endowed Chair in Pediatric Obesity and Diabetes, has an h-index of 100. He is listed on 587 publications that have been cited more than 45,000 times. His paper, “Effect of Physical Inactivity on Major Non-Communicable Diseases Worldwide: An Analysis of Burden of Disease and Life Expectancy,” published in Lancet, has been cited more than 5,400 times.
“Being named among the world’s highly cited researchers is both an honor and a reflection of the impact our work is making on global health,” Katzmarzyk said. “This recognition underscores the importance of addressing critical issues like physical inactivity, obesity, and chronic disease to improve lives worldwide.”
The 2024 Highly Cited Researchers list features 3,560 Highly Cited Researcher awards in 20 fields, with an additional 3,326 recognitions for outstanding performance in multiple fields (cross-field).
“The Highly Cited Researchers list identifies and celebrates exceptional individual researchers at Pennington Biomedical whose significant and broad influence in their fields translates to impact in their research community. Their pioneering innovations contribute to a healthier, more sustainable and secure world. These researchers’ achievements strengthen the foundation of excellence and innovation that drives societal progress,” said David Pendlebury, Head of Research Analysis at the Institute for Scientific Information at Clarivate.
About the Pennington Biomedical Research Center
The Pennington Biomedical Research Center is at the forefront of medical discovery as it relates to understanding the triggers of obesity, diabetes, cardiovascular disease, cancer and dementia. Pennington Biomedical has the vision to lead the world in promoting metabolic health and eliminating metabolic disease through scientific discoveries that create solutions from cells to society. The center conducts basic, clinical, and population research, and is a campus in the LSU System.
The research enterprise at Pennington Biomedical includes over 530 employees within a network of 44 clinics and research laboratories, and 13 highly specialized core service facilities. Its scientists and physician/scientists are supported by research trainees, lab technicians, nurses, dietitians, and other support personnel. Pennington Biomedical is a globally recognized state-of-the-art research institution in Baton Rouge, Louisiana.
Dr. Steven Heymsfield and Dr. Peter Katzmarzyk Rank Among the World’s Most Influential Researcher
December 2nd, 2024
Dr. Steven Heymsfield and Dr. Peter Katzmarzyk of Pennington Biomedical Research Center in Baton Rouge, La. Credit: Pennington Biomedical Research Center
Pennington Biomedical Research Center’s Dr. Steven Heymsfield and Dr. Peter Katzmarzyk are among the most influential researchers in the world who demonstrate significant and broad influence in their fields, according to Clarivate Analytics’ 2024 List of Highly Cited Researchers.
This honor highlights researchers whose work has had significant global influence, as evidenced by their exceptional citation records in leading scientific publications. The 2024 Highly Cited Researchers hail from more than 1,200 institutions in 59 nations and regions.
The Highly Cited Researchers list, compiled annually by Clarivate Analytics, identifies scientists who are among the top 1 percent of researchers in their field, as measured by citations in the Web of Science database during the period from 2013 to 2023.
“Pennington Biomedical is home to all-star researchers known worldwide, and this recognition for Dr. Heymsfield and Dr. Katzmarzyk shows the impact they are having in the field of obesity and nutrition research,” said Dr. John Kirwan, Pennington Biomedical Executive Director. “We congratulate them both for this recognition and all of Louisiana and Baton Rouge can be proud that they are conducting their world-renowned research here at Pennington Biomedical.”
Dr. Heymsfield and Dr. Katzmarzyk are internationally recognized for their groundbreaking contributions to obesity research, physical activity, and public health.
Steven Heymsfield, M.D., Professor of Metabolism & Body Composition, has an h-index of 141. He is listed on 1,314 publications that have been cited close to 80,000 times. His most cited paper, “Epidemiology of sarcopenia among the elderly in New Mexico,” published in the American Journal of Epidemiology, has been cited more than 2,800 times.
“This achievement reflects not just individual recognition, but the incredible support and collaboration of everyone at Pennington Biomedical,” Dr. Heymsfield said. “Conducting impactful and high-quality research requires not only dedication but also access to outstanding facilities, resources, and a thriving scientific community—qualities exemplified at Pennington Biomedical. I am grateful to be part of an institution that fosters innovation and excellence in research, enabling us to address critical challenges in health and nutrition on a global scale.”
Peter Katzmarzyk, Ph.D., Associate Executive Director for Population and Public Health Sciences; Professor; and Marie Edana Corcoran Endowed Chair in Pediatric Obesity and Diabetes, has an h-index of 100. He is listed on 587 publications that have been cited more than 45,000 times. His paper, “Effect of Physical Inactivity on Major Non-Communicable Diseases Worldwide: An Analysis of Burden of Disease and Life Expectancy,” published in Lancet, has been cited more than 5,400 times.
“Being named among the world’s highly cited researchers is both an honor and a reflection of the impact our work is making on global health,” Katzmarzyk said. “This recognition underscores the importance of addressing critical issues like physical inactivity, obesity, and chronic disease to improve lives worldwide.”
The 2024 Highly Cited Researchers list features 3,560 Highly Cited Researcher awards in 20 fields, with an additional 3,326 recognitions for outstanding performance in multiple fields (cross-field).
“The Highly Cited Researchers list identifies and celebrates exceptional individual researchers at Pennington Biomedical whose significant and broad influence in their fields translates to impact in their research community. Their pioneering innovations contribute to a healthier, more sustainable and secure world. These researchers’ achievements strengthen the foundation of excellence and innovation that drives societal progress,” said David Pendlebury, Head of Research Analysis at the Institute for Scientific Information at Clarivate.
About the Pennington Biomedical Research Center
The Pennington Biomedical Research Center is at the forefront of medical discovery as it relates to understanding the triggers of obesity, diabetes, cardiovascular disease, cancer and dementia. Pennington Biomedical has the vision to lead the world in promoting metabolic health and eliminating metabolic disease through scientific discoveries that create solutions from cells to society. The center conducts basic, clinical, and population research, and is a campus in the LSU System.
The research enterprise at Pennington Biomedical includes over 530 employees within a network of 44 clinics and research laboratories, and 13 highly specialized core service facilities. Its scientists and physician/scientists are supported by research trainees, lab technicians, nurses, dietitians, and other support personnel. Pennington Biomedical is a globally recognized state-of-the-art research institution in Baton Rouge, Louisiana.
Several years ago Gerbsman Partners posted the photo “Keeping God’s Acre”; you may recall the photo of the eagle on the tombstone at Fort Snelling National Cemetery. The photo was posted to honor our Fallen Warriors during the Memorial Day holiday. Gerbsman Partners stated that the photo was taken on a June morning. Recently, the copyright holder, Jo “Blue” Edwards-Johns of Kansas, reached out and shared that the photo was actually taken during the spring of 2011. we apologize for any confusion this may have caused. Gerbsman Partners still believes that the photo should become an official graphic for Memorial Day, 4th of July and I or Veterans Day given the powerful imagery it evokes. A link to the copyrighted photo Keeping God’s Acre on Facebook page can be found:
As we begin Veterans Day/Week 2024, we say “Thank You” to the men and woman of our armed services and suggest that it is time for all to “step up” and find ways to support our Veterans. To often we say “thank you for your service” and then do nothing more. Please think about supporting various Veterans groups with donations, food, clothing and moral support. The have “Earned” it and we “Owe” it to them.
In the late summer of 1967, I was on my way back to Basic Training at Fort Dix, N.J. I was in New York City and an older couple came up to me and said “Thank You” for serving and then gave me $ 20 to enjoy a dinner on them. The gentleman said he served in the Korean War and understands and appreciates what men and woman in uniform go through. I said thank you, enjoyed a great dinner and to this day, remember their kind gesture.On this Veterans Day/Week, our family will support the Wounded Warriors program.
On 11/11/24, I will also continue to remember that couple and honor them by buying dinner for soldiers in uniform. I will ask them to do the same thing, 5, 10, 20 and 40 years later.
May God Bless our troops and provide our leaders with the courage and strength to do what is Right and what is Just.Please always remember – FREEDOM IS NOT FREE
What are YOU doing to HELP?
And to the memory of my father, Sgt. George Gerbsman, my uncles Ben Gerbsman and Bob Chapnick who served in the Navy and Cpt. Gilbert Falk, all WW11 veterans.
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:
of Pennington Biomedical Research Center in Baton Rouge, La. Credit: Pennington Biomedical Research Center
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