Feeds:
Posts
Comments

Posts Tagged ‘Date Certain M&A Process’

October, 2014 Date Certain M&A of AxioMed Spine Corp., its Assets and Intellectual Property by Gerbsman Partners

Posted in "Date Certain M&A Process", AxioMed Spine Corp, Distressed Intellectual Property, Gerbsman Partners, Inetellectual Property, Intellectual capital, Medical Device, Steven R. Gerbsman, Venture Capital, Venture Capital Dispatch, Venture Wire, Venturebeat, tagged , , , , on October 2, 2014| Leave a Comment »

Gerbsman Partners (http://www.gerbsmanpartners.com) has been retained by Venture Lending & Leasing VI, Inc. and Venture Lending & Leasing VII, Inc. (together “WTI” http://westerntech.com), the senior secured lender to AxioMed Spine Corp., (“AxioMed”), (http://www.axiomed.com) to solicit interest for the acquisition of all or substantially all of AxioMed’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “AxioMed Assets”). Please be advised that the AxioMed Assets are being offered for sale pursuant to Section 9-610 of the Uniform Commercial Code. Purchasers of the AxioMed Assets will receive all of AxioMed’s right, title, and interest in the purchased portion of WTI’s collateral, which consists of substantially all of AxioMed’s assets, as provided in the Uniform Commercial Code.

The sale is being conducted with the cooperation of WTI and AxioMed. AxioMed has advised WTI that it will use its best efforts to make its employees available to assist purchasers with due diligence and assist with a prompt and efficient transition at mutually convenient time.

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 AxioMed Assets has been supplied by third parties and obtained from a variety of sources. It has not been independently investigated or verified by WTI or Gerbsman Partners or their respective agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by WTI or Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing (the “information”), as a statement, opinion, or representation of fact. Please further note that all information provided herein relating to the operations of AxioMed’s business and its market positions relates to periods on or prior to August 31, 2014. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit.

WTI 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 WTI’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the AxioMed 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, WTI and Gerbsman Partners. Without limiting the generality of the foregoing, WTI and Gerbsman Partners, and their respective staff, agents, and attorneys, hereby expressly disclaim any and all implied warranties concerning the condition of the AxioMed 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 is not to be supplied to any other person without Gerbsman Partners’ prior consent. The information contained herein is not subject to the Non-Disclosure Agreement, however any additional requested information will require execution of the attached NDA attached hereto as Exhibit A. Also attached is a detail sales letter, Exhibit B, AxioMed Fixed Asset List (a portion of the fixed asset list is subject to a secured lien by the Ohio Department of Development- Innovation Loan Fund), and Intellectual Property and Trademark summary.

Headquartered in Cleveland, Ohio, AxioMed is a medical device company that has developed innovative, next generation technology for restoring function in the Cervical and Lumbar Spine. The Freedom® Technology platform is a next generation elastomeric based Total Disc Replacement (TDR), which is projected to represent a multi-billion dollar market opportunity. Currently, with minimal marketing efforts the Freedom platform is on track to achieve over $1MM during the next 12 months in the EU.
To date, the Company has received investments from a number of sources totaling over $70,000,000. The Company’s equity investors are led by Thomas McNerney & Partners, Investor Growth Capital, MB Ventures and Primus.

Company Profile

Founded in 2001 AxioMed® Spine Corporation, developed Freedom with the goal of restoring spinal function to patients by adhering to the natural biomechanics of the spine. While current generation discs can provide unconstrained motion and restore disc height, they cannot replicate function, lordotic curve and viscoelastic properties native to a healthy intervertebral disc.

Shown In figures 1 and 2, Freedom Cervical Disc (FCD) and Freedom Lumbar Disc (FLD) are one-piece viscoelastic artificial discs consisting of elastomeric cores bonded to titanium alloy retaining plates. The patented designs include proprietary polymer-metal bonding and morphometric characteristics for optimized fit. Freedom’s design philosophy is to re-establish the function of the spinal segment, working in conjunction with the surrounding anatomy to mimic the biomechanics of a healthy spinal segment.
The FLD was the first elastomeric technology to complete a multi-center study in Europe and receive U.S. Investigational Device Exemption (IDE) approval for a pivotal study. The technology will benefit from a significant time-to-market advantage over competition as it has enrolled more than 400 patients in the randomized pivotal U.S. study and can achieve FDA approval in 2016/2017. As a result, FLD could be the first next generation elastomeric disc approved in the U.S. Combined with CE Mark for FCD, which was received in May 2012, AxioMed’s Freedom is the most complete TDR platform in a potential multi-billion dollar market opportunity for cervical and lumbar TDRs.
AxioMed believes its assets are attractive for a number of reasons:

As a result of concerns related to clinical efficacy and lack of compelling comparative cost effectiveness data, fusion procedures have recently faced mounting reimbursement challenges, which have led surgeons and payers to actively seek an alternative standard of care for degenerative disc disease (DDD). Freedom, along with other TDRs, are poised to take advantage of this opportunity with increasing long term efficacy results and documented economic benefits. To support market launch and favorable reimbursement, AxioMed included economic endpoints in its FDA pivotal study for FLD, including surgical time, length of hospital stay, return to work time, medication usage, quality adjusted life year measurements and cost data for the index procedure as well as any subsequent interventions.
Additional AxioMed has created significant value in:

1.  CE Mark Approval for FCD – Pre-clinical testing and clinical rationale on safety and performance made up the CE Mark Technical File submission for the FCD, an anatomically optimized design that was accepted by the EU Notified Body in conjunction with the receipt of CE Mark approval in May 2012. This pre-clinical testing will also be used for an FDA IDE submission. The FLD experience provides excellent data support and a proven regulatory pathway for an efficient IDE process for the FCD.

2.  Complete FCD European Pilot Clinical Study – AxioMed’s FCD was first implanted commercially in the EU in February 2013, in conjunction with the start of the post-market study in the EU that is collecting clinical data to support an FDA IDE application (estimated for year-end 2014).

3.  Completing FLD Pivotal Clinical Study Enrollment – The Company has completed the IDE Study enrollment with more than 400 subjects, which will place Freedom on track to receive FDA approval in 2016/2017.

4.  Pro-Actively Solicit Expanded Reimbursement for TDRs – Economic data generated from the FLD IDE study will be used to expedite national coverage for FLD as a viable standard of care for DDD. This economic data will support FLD reimbursement in advance of market launch.

5.  Establish Market Awareness of Freedom with Key Opinion Leaders in Europe – Availability of FLD in Europe since 2009 has increased awareness of AxioMed’s clinical approach to TDRs. To date, key opinion leaders in strategic markets have performed TDR procedures with Freedom and have presented positive clinical outcomes data in international spine surgeon symposia.

Impact of the Freedom Technology on the market

Current Market

Industry research and analysts estimate that the current worldwide lumbar TDR market is $350 million1. Similarly, the worldwide cervical TDR market is estimated to be $600 million[1]and analysts expect growth to exceed 25%[2]. Current estimates, however, emphasize the limitations of and challenges faced by first generation TDR technologies and thus, have not fully considered the impact that next generation technologies will have in addressing third party payer and surgeon concerns, in management’s opinion. In addition, current market estimates do not fully appreciate the concept that Freedom’s pivotal study economic data will have an influential effect on the reimbursement landscape by proving to third party payers that a new technology is available to them with as good or better clinical outcomes and significantly better economics.

Limitations of Fusion

In contrast to fusion, first generation TDRs were designed to allow motion in the diseased segment and possibly provide greater pain relief, diminished disability and earlier return to activity. Results for fusion, currently the standard of care treatment for symptomatic DDD and a market exceeding $6 billion1, have demonstrated that the procedure may increase intradiscal pressure and motion at levels adjacent to the fusion which may contribute to radiographic and symptomatic DDD at levels adjacent to fusion. As the surgical treatment of choice for DDD for many years, fusion has thus far had a consistent reimbursement history. Published data indicate, however, that only about 75% of fusion patients experience any clinical benefit.[3] Only half of the fusion patients will experience major or complete relief of pain or disability. Anticipated re-operation rates within ten years are reported to be between 10% and 25%.3 Additionally, fusion is believed to cause complications that result in the potential for increased pain and patient disability. Patient and physician dissatisfaction with fusion gave rise to the concept that removal of the symptomatic disc with maintenance of motion (as is done in total knee and hip procedures) is more likely to improve clinical results and reduce or eliminate the incidence of adjacent level disease (ALD).

Recent third party payer pushback suggests some degree of uncertainty— calling into question the efficacy of roughly 25% of the overall fusion procedures.3 Additionally, issues concerning biologics (InFuse) and capitated pricing strategies have exerted significant downward pressure on fusion implant pricing. AxioMed believes that the increased scrutiny on fusion reimbursement, recent pricing trends and physician and patient desire for an alternative treatment create a significant market opportunity for a differentiated technology such as Freedom. As an example of recent payer pushback on fusion, Blue Cross/ Blue Shield recently limited fusion procedures in certain circumstances. In addition, CMS bundled pricing on anterior cervical decompression with the associated fusion procedure, which resulted in fusion pricing being essentially equal to cervical TDR reimbursement.2

Other Drivers
A recent market study suggested that approximately 77% of cervical TDR procedures were single-level with the remainder applying to two or more levels.10 This represents a significant upside potential for FCD due to its unique anatomically optimized design, including the FCD’s viscoelastic properties similar to that of a healthy natural disc and the Freedom technology’s ability to reproduce the normal spinal function and alignment.

EU Lumbar and Cervical TDR Market Opportunity

AxioMed’s assessment of the EU market opportunity was developed under similar assumptions as those used to estimate the US opportunity. The main differences are related to the timing of Freedom’s and other technologies’ earlier availability in the EU as well as consideration for the higher adoption rates experienced by new technologies in the EU. Furthermore, medical devices in the EU are typically priced at a discount to those sold in the US. Based on this premise and current pricing data, AxioMed estimated EU average selling prices for FLD and FCD to be $4,200 and $3,200, respectively, with projected prices increasing 3% annually.
European Sales

AxioMed currently markets the Freedom Technology in Europe through a limited distribution network. The primary countries are Germany, United Kingdom and Switzerland. With minimal marketing efforts the Freedom platform is on track to achieve over $1MM over the next 12 months.
AxioMed’s Assets

AxioMed has developed differentiated next generation total disc replacement platform in Freedom. The company has created significant intellectual property and assets. These assets fall into a variety of categories, including:
· 8 US Patents, 3 US patent applications, 20 PTC applications and 3 Registered trademarks

· Complete FLD Pivotal study enrollment. The Company has enrolled more than 400 patients, which will place AxioMed on track to receive FDA approval 2016/2017.

· Technology addressing the multi-billion dollar symptomatic degenerative disc disease market.

· Expanded Reimbursement for TDRs – Economic data generated from the FLD IDE study will be used to expedite national coverage for FLD as a viable standard of care for DDD.

· Asymmetric FLD design to meet the unique morphology of the L5-S1 Disc space

· Unique and clinically relevant patient data

· Market supporting pre-clinical and clinical trials underway

· Next generation product designs

· Product cost reduction designs

· Manufacturing and design equipment

· Surgical product inventory

· Intellectual capital and expertise

The assets of AxioMed will be sold in whole or in part (collectively, the “AxioMed Assets”). The sale of these assets is being conducted with the cooperation of AxioMed. AxioMed and its employees will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership. Notwithstanding the foregoing, AxioMed should not be contacted directly without the prior consent of Gerbsman Partners.
Next Milestones – by 2015

AxioMed is working towards additional key milestones that will be achieved by years end. These include:
· The FCD 50 Patient Multi-center Post-Market EU clinical Study. Completion of the study enrollment provides:
o Support FCD IDE submission
o Option for clinical journal publication
o Identical sample size to the FLD multi-center European clinical study
o The prospective study, sample size and two year follow up provides significance to the data set
· FDA approved ASC’s supplement to form Clinical Events Committee (CEC). Currently conducting CEC Meetings for the FLD IDE Study. The CEC is responsible for adjudicating all Adverse Events (AE) and Serious Adverse Event’s (SAE) as it relates to the investigational device and control. This is an FDA requirement and a key item in order to begin data analysis for the PMA submission.
o The FLD Pre-clinical (biomechanical/biocompatibility studies) module is complete and AxioMed is also preparing for the manufacturing module for PMA submission.
Management

Patrick A. McBrayer
President & CEO
Mr. McBrayer joined AxioMed Spine as Chief Executive Officer in 2006 and was elected to the Board of Directors at that time. Prior to AxioMed, Mr. McBrayer was Chief Executive Officer of Xylos Corporation, a medical biomaterials company. He is also a Founder of Transave Inc. (now Insmed), a biotechnology company focused on the site specific treatment of lung disease. Prior to joining Xylos, Mr. McBrayer served as President and CEO of Exogen, Inc., a company focused on the non-invasive treatment of musculoskeletal injury and disease, which was acquired by Smith & Nephew, Inc. in 1999. Previously, Mr. McBrayer was President and CEO of Osteotech, Inc., a worldwide leader in tissue technology that was acquired by Medtronic, Inc. Mr. McBrayer began his business career with Johnson and Johnson after service as an officer in the United States Army Infantry.
James M. Kuras
COO
Mr. Kuras is co-founder of AxioMed Spine and has over 25 years of medical device development experience, his primary focus being device and market development in the orthopedic spinal area. He has development experience in the both class II and class III devices and demonstrated proficiency in developing, implementing and executing strategic business plans for the US, Europe and Pacific Rim. He previously held the position of Senior Vice President and Chief Technology Officer with the company, responsible for the development of the FLD System. He also holds a number of key patents in orthopedics. His career includes positions at such notable companies as AcroMed, Sheridan Catheter and North American Instrument Corp.
Gerald Baty
CFO
Mr. Baty joined AxioMed Spine as Chief Financial Officer in 2008 with over 20 years’ experience in finance, accounting, legal, human resources, administration and business operations. He has assisted small pharmaceutical and biotechnology companies raise funding through various vehicles, including public offerings, PIPE’s, private venture financing, debt and grants. Prior to joining AxioMed, Mr. Baty was Chief Financial Officer for Mt. Cook Pharma, a pharmaceutical development company focused in Urology.
Neal D. Defibaugh
VP Clinical and Regulatory Affairs
Mr. Defibaugh joined AxioMed Spine in 2006 and has over 20 years’ of medical device clinical and regulatory experience focused in orthopedic devices. He has clinical and regulatory experience in both class II and III devices obtaining marketing clearance / approval in the US and international markets. Mr. Defibaugh joined AxioMed Spine from Smith & Nephew, Inc., Orthopedic Division, where he most recently served as Director of Clinical Affairs.

Board of Directors

§ Ashley Friedman, Investor Growth Capital
§ Peter Kleinhenz, Chairman, CID Capital
§ James Kuras, AxioMed Spine Corporation
§ Patrick McBrayer, AxioMed Spine Corporation
§ Peter McNerney, Formerly of Thomas, McNerney & Partners, LLC
§ Larry Papasan, BioMimetic Therapeutics Inc.
§ Kathy Tune, Thomas, McNerney & Partners LLC

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 AxioMed 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 WTI, Gerbsman Partners, or AxioMed, 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 WTI, AxioMed, and Gerbsman Partners (and their respective, staff, agents, or attorneys) do not make 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 AxioMed Assets. Sealed bids must be submitted so that they are actually received by Gerbsman Partners no later than Friday, October 31, 2014 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at AxioMed’s office, located at 5350 Transportation Blvd., # 18, Garfield Heights, Ohio 44125. Please also email steve@gerbsmanpartners.com with any bid. Please bid on the fixed assets that are secured by the Ohio Department of Development- Innovation Loan Fund separately. Detail information is available in the due diligence room.

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 $250,000 (payable to Venture Lending and Leasing V, Inc.). The winning bidder will be notified within 3 business days of the Bid Deadline. Unsuccessful bidders will have their deposits returned to them within 3 business days of notification that they are an unsuccessful bidder.

WTI reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all of the assets from sale. Interested parties should understand that it is expected that the highest and best bid submitted will be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

WTI will require the successful bidder to close within a 7 day period. Any or all of the assets of AxioMed 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 EGT Assets shall be the sole responsibility of the successful bidder and shall be paid to WTI at the closing of each transaction. For additional information, please see below and/or contact:

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

Steven R. Gerbsman
Gerbsman Partners
(415) 456-0628
steve@gerbsmanpartners.com

Kenneth Hardesty
Gerbsman Partners
(408) 591-7528
ken@gerbsmanpartners.com

[1] Spine Technology Summit, 2010
[2] RBC Capital Markets 2Q 2011 Spine Survey, pg 19
[3] Christensen FB. Lumbar spinal fusion. Outcome in relation to surgical methods, choice of implant and postoperative rehabilitation. Acta Orthop Scand Suppl. 75 (313); pp 2-43, 2004

Read Full Post »

Successful “Date Certain M&A” of Bell & Howell Intellectual Property/Patents

Posted in "Date Certain M&A Process", Bell and Howell, Board Of Intellectual Capital, Date Certain M&A, Inetellectual Property, Kenneth Hardesty, Steven R. Gerbsman, Uncategorized, tagged , , , , , , on March 10, 2014| Leave a Comment »

gp_nl_header

San Francisco, March, 2014
Successful “Date Certain M&A” of Bell & Howell Intellectual Property/Patents
Steven R. Gerbsman, Principal of Gerbsman Partners and Kenneth Hardesty a member of Gerbsman Partners Board of Intellectual Capital, announced today their success in monetizing and maximizing Intellectual Property/Patents value for Bell & Howell. The company’s Intellectual Property/Patents covered the same technology which enables users to select and manage his/her preferences for receiving information from a business.

Gerbsman Partners provided Intellectual Property Investment Banking leadership and facilitated the sale of the Intellectual Property and Patents.  Due to market conditions, Bell & Howell made the strategic decision to monetize and maximize the value of the Intellectual Property/Patents. Gerbsman Partners provided leadership to the company with:

1.  Intellectual Property Investment Banking and technology domain expertise in developing the strategic action plans for monetizing and maximizing value of the Intellectual Property;
2.  Proven domain expertise in maximizing the value of the Intellectual Property/Patents through a Gerbsman Partners targeted and proprietary “Date Certain M&A Process”;
3.  The ability to “Manage the Process” among potential Acquirers, Lawyers, Management and Advisors;
4.  The proven ability to “Drive” toward successful closure for all parties at interest.

About Gerbsman Partners

Gerbsman Partners focuses on maximizing enterprise value for stakeholders and shareholders in under-performing, under-capitalized and under-valued companies and their Intellectual Property. Since 2001, Gerbsman Partners has been involved in maximizing value for 81 Technology, Life Science and Medical Device 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 Boston, New York, Washington, DC, San Francisco, Orange County, Europe and Israel. For additional information please visit http://www.gerbsmanpartners.com or Gerbsman Partners blog.

Unknown

GERBSMAN PARTNERS
Email: steve@gerbsmanpartners.com
Web: www.gerbsmanpartners.com
BLOG of Intellectual Capital: blog.gerbsmanpartners.com
Skype: thegerbs

Read Full Post »

Update to the Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of GluMetrics, Inc.

Posted in "Date Certain M&A Process", Gerbsman Partners, Steven R. Gerbsman, tagged , , , , on February 10, 2014| Leave a Comment »

Update to the Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of GluMetrics, Inc. 
Further to Gerbsman Partners e-mail/sales letter of January, 30, 2014 and February 5, 2014 regarding the sale of certain assets of GluMetrics, Inc., I attach the draft legal documents  that we will be requesting of bidders for certain Assets and Intellectual Property of GluMetrics, Inc. and GluMetrics Fixed Asset List.  The GluMetrics Fixed Assets are in addition to the information supplied for the GluMetrics Intellectual Property and Assets outlined in the sales letter.  Any and all of the assets of GluMetrics, Inc. will be sold on an ‘as is, where is’ basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

I would also encourage all interested parties to have their counsel speak with Timothy O’Brien, Esq., or Bruce Feuchter, Esq. counsel to GluMetrics, Inc.

For additional information please contact:

 Timothy O’Brien  Esq, 949 725 4195            tobrien@sycr.com

Bruce Feuchter, Esq. 949 725 4061            feuchter@sycr.com

The key dates and terms include:

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 GluMetrics 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 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 Gerbsman Partners (and their respective, staff, agents, or attorneys) do not make 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 GluMetrics Assets. Sealed bids must be submitted so that it is actually received by Gerbsman Partners no later than Friday, March 7, 2014 at 3:00 p.m. Eastern Standard Time (the “Bid Deadline”) at GluMetrics’ office, located at 15375 Barranca Pkwy, Suite I-111, Irvine, CA  92618.  Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way.  The attached GluMetrics fixed asset list may not be complete and Bidders interested in the GluMetrics 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 $250,000 (payable to GluMetrics, 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.

GluMetrics 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.

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

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

Steven R. Gerbsman
steve@gerbsmanpartners.com                         j

Read Full Post »

Gerbsman Partners – Update to the Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of GluMetrics, Inc.

Posted in "Date Certain M&A Process", Gerbsman Partners, Steven R. Gerbsman, tagged , , , , on February 5, 2014| Leave a Comment »

Update to the Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of GluMetrics, Inc. 
Further to Gerbsman Partners e-mail/sales letter of January, 30, 2014 regarding the sale of certain assets of GluMetrics, Inc., I attach the GluMetrics Fixed Asset List and GluMetrics Company Briefing.  The GluMetrics Fixed Assets are in addition to the information supplied for the GluMetrics Intellectual Property and Assets outlined in the sales letter.  Any and all of the assets of GluMetrics, Inc. will be sold on an ‘as is, where is’ basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

The key dates and terms include:

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 GluMetrics 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 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 Gerbsman Partners (and their respective, staff, agents, or attorneys) do not make 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 GluMetrics Assets. Sealed bids must be submitted so that it is actually received by Gerbsman Partners no later than Friday, March 7, 2014 at 3:00 p.m. Eastern Standard Time (the “Bid Deadline”) at GluMetrics’ office, located at 15375 Barranca Pkwy, Suite I-111, Irvine, CA  92618.  Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way.  The attached GluMetrics fixed asset list may not be complete and Bidders interested in the GluMetrics 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 $250,000 (payable to GluMetrics, 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.

GluMetrics 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.

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

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

Steven R. Gerbsman
steve@gerbsmanpartners.com

Read Full Post »

Gerbsman Partners – “Date Certain M&A” – Sale of GluMetrics, Inc., its Assets & Intellectual Property

Posted in "Date Certain M&A Process", Gerbsman Partners, Steven R. Gerbsman, Uncategorized, tagged , , , , on January 30, 2014| Leave a Comment »

SALE OF GLUMETRICS, INC.

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

Based in Irvine, CA, GluMetrics, Inc. is a glucose monitoring medical device company, founded in 2005 with a patented, optical fluorescence, continuous, non-consumptive, real-time glucose sensing technology with the potential to materially impact both the hospital-based and diabetic glucose monitoring markets.

The Company has raised in four (4) rounds of venture capital financing over $57M, from Versant Ventures, ATV (Advanced Technology Ventures), Kaiser Permanente Venture Group, New Leaf Partners and private investors.

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 GluMetrics’ Assets has been supplied by GluMetrics.  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 GluMetrics, 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.

GluMetrics, 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 GluMetrics’ or Gerbsman Partners’ negligence or otherwise.

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

GluMetrics, Inc. is a medical technology company that has developed the patented GluCath® Intravascular Continuous Glucose Monitoring (IV-CGM) System (referred to as the“GluCath System”).  The system consists of (i) a fiber-optic based, single-use, disposable sensor that is inserted into either an artery or vein using standard vascular accesstechniques and (ii) a portable battery-powered monitor. The GluCath sensors leverage a proprietary chemistry which changes its fluorescence in proportion to the surrounding glucose concentration.

GluMetrics was focused initially on applying its proprietary technology to inpatient continuous glucose monitoring, a market that could exceed $1.4 billion globally, concentrating solelyon specific critically ill patient segments in the surgical, cardiac and medical Intensive Care Unit (ICU). Significant and successful clinical testing was completed using the first product embodiment in hospitalized, post surgical patients in the US and abroad. The impressive results of this data speak to a significantly de-risked core measurement engine. The Companybelieves that an additional $800 million of upside opportunities exist in the hospital by expanding from the initial core ICU market to general surgeries and the general ward.

With the first commercially viable non-enzymatic sensor technology, the Company also believes that it could exploit the existing outpatient continuous glucose monitoring marketconsisting of three million people with Type 1 diabetes and the need for improved sensor technologies to support safe and effective insulin pump therapy, including the elusive “closedloop” insulin delivery system. Healthy human volunteer studies in diabetics were also completed which helped further confirm the utility and performance of the measurement engine in subcutaneous placements.

GluMetrics believes its assets are attractive for a number of reasons:

Technology “De-risked” with Clinically Proven Success

GluMetrics has completed design, development and clinical testing of its continuous, real-time, non-consumptive, fluorescent glucose measurement technology, which included extensivein-vitro testing and design verification activities. The technology, successfully deployed in the hospital ICU setting, is easily inserted via an existing radial artery cannula, stable requiring only one calibration/day, with exceptional accuracy in the hypo- and euglycemic ranges.

The Technology is Applicable for Numerous Applications

The core chemistry, hydrogel and optical system are configurable for other applications, including CGM for the diabetic population. In addition, potential applications such as for bioreactors and other laboratory measurements are straightforward developments, based on the existing measurement engine.

The Intellectual Property Portfolio is Diverse and Impressive

Twenty-five (25) issued US Patients and Foreign Counterpatents cover the core technology with an additional Twenty-two (22) pending US or PCT patent applications, with Claims that are extremely broad and diverse covering both the intravascular and subcutaneous realms (see Appendix for details).

Well Documented, Repeatable Manufacturing and Quality Procedures

The GluMetrics dye-quencher chemistry, hydrogel and monitors have been manufactured under the Company’s Quality System. The processes incorporated have resulted in repeatable and reliable devices for the uses intended, and are thoroughly documented, including all product and raw materials specifications, manufacturing and inspection processes.

GluMetrics Company Profile and Funding History

GluMetrics, Inc. was incorporated on Jan. 1, 2005. Throughout the course of 2005, GluMetrics, Inc. raised just over $2.9M in series “A” and “AA” capital to fund recruitment, establish theOrange County, California headquarters and advance the development of the fundamental GluCath sensor chemistry.

In July 2006, GluMetrics purchased all assets, goodwill and intellectual property of TGC Research Ltd. from Diametrics Medical, Inc. (“Diametrics”).  All prior art, trade secrets andintellectual property (including seven issued patents still in force) relating to Diametrics’ previous fluorescence-based intravascular systems for blood constituent monitoring is nowexclusively owned by GluMetrics.  Following this transaction, TGC Research Ltd. became a wholly-owned subsidiary of GluMetrics, Inc.

Also in July 2006, the Company closed a $9M series “B” financing to further refine and validate the GluCath System in pre-clinical trials.  This series “B” round was co-led by VersantVentures (Newport Beach, CA) and Advanced Technology Ventures (Palo Alto, CA), with each firm participating at $4.5M.

In March 2008, GluMetrics secured a $3M venture debt financing through Silicon Valley Bank supporting operations through September/October of 2008.

In July 2008, the Company closed a $21M series “C” round financing to continue the development of the GluCath System and initiate clinical trials. This series “C” round was led by NewLeaf Venture Partners (Menlo Park, CA) with significant participation from series “B” investors.

In October 2010, GluMetrics secured $10M in bridge financing from existing investors to initiate clinical trials of an arterial sensor and support ongoing operations.

In March 2012, the Company secured $8M in new equity as part of a recapitalization.  These funds supported the expansion of clinical trials, including extended duration arterial andvenous deployments.

In January 2013, GluMetrics secured $5.6M in bridge financing from existing investors to complete its arterial and venous clinical trials through the second half of 2013.

Impact of Technology on the Market

The GluCath System is ideally positioned to become the clinician’s preferred solution to support glycemic measurement for both the in-hospital and diabetic markets for five primaryreasons:

1)      The GluMetrics fluorescent glucose sensing system is the first non-GOX sensor to be clinically validated in a meaningful multi-center trial with sub-10% MARD results.

2)      The ultimate flexibility and adaptability of the measurement engine will enable broad application across a diverse universe of clinical applications including hospital-based and diabetic patients.

3)      The GluCath sensor measures plasma glucose in flowing blood continuously and directly. Given the non-enzymatic method of measurement, the GluCath sensor is notsusceptible to the numerous interferences and limitations which have affected electrochemical sensors.

4)      The GluCath System is most accurate in the physiologic range where accuracy is paramount (i.e., in the euglycemic and hypoglycemic range).  Additionally, the GluCathSystem provides rapid user feedback on both directionality and rate of change.

5)      The GluCath monitor is configured in a portable, hand-held, battery powered format allowing for flexible and convenient monitoring across the continuum of care (i.e., Pre-op-OR-ICU-Step-Down-General Floor-Outpatient). The GluCath sensor is small enough to be inserted into the radial artery of the arm via a standard arterial catheter, while maintaining pressure monitoring and blood sampling capability.  The sensor can also be deployed directly into a vein using a splittable introducer, leaving only the sensorindwelling in the vessel. Alternatively, it is feasible to deploy the sensor through a central venous catheter or integrated into a novel vascular access device.

6)      The sensor physical size, optical path and chemistry are such that it can be configured for subcutaneous insertion and sensing

In contrast to the GluCath System, potentially competitive devices now known to be under development have significant disadvantages, including larger size, limited mobility, therequirement for unique flush/calibration solutions and greater user-complexity. Additionally, numerous physician interviews have described some of these competitive approaches asfundamentally lacking sufficient accuracy in the target range, algorithmically dropping points, missing glucose excursions, or being too slow to reflect changing blood glucose.

GluMetrics’ Assets

Scope Of GluMetrics’ Patent Coverage

In summary, GluMetrics has a strong patent portfolio, including 25 issued patents, 1 allowed and 21 pending patent applications, with priority in optical fiber-based equilibrium fluorescent glucose detection going back as early as December 2000, and patent terms extending past 2030.  Since licensing the core chemistry, GluMetrics has perfected its commercially valuable innovations in extensive patent filings.  Indeed, the GluMetrics’ patent portfolio creates a minefield for any competitor trying to commercialize an equilibrium, fluorescent glucose sensor, whether intravascular or subcutaneous, whether fluorescence lifetime or intensity, and whether critically ill or walking diabetic populations. (See Appendix for details)

In addition to the GluMetrics’ patent portfolio, the following are available:

·         Clinical and pre-clinical data

·         Design and test equipment used in the development and manufacture of the GluCath system

·         Product specifications, drawings, manufacturing, assembly and quality insurance documentation

·         Furniture, fixtures and tooling used to assemble and/or manufacture the system

·         Test procedures, reports and data supporting the system testing during design and development

The assets of GluMetrics will be sold in whole or in part (collectively, the “GluMetrics Assets”). The sale of these assets is being conducted with the cooperation of GluMetrics.  GluMetrics and its employees will be available to assist purchasers with due diligence and a prompt, efficient transition to new ownership.  Notwithstanding the foregoing, GluMetrics should not be contacted directly without the prior consent of Gerbsman Partners.

The Sale of the GluMetrics Assets is being conducted pursuant to a Resolution of the Board of Directors of GluMetrics, Inc. for the liquidation and dissolution of the company which was approved by unanimous consent of the Board on January 23, 2014. GluMetrics expects the sale of the GluMetrics Assets to be completed without any further vote or action by GluMetrics’ stockholders.

GluMetrics, Inc. Key Personnel

William Markle, President and CEO

With a 30 year career in high-tech medical devices focusing on the Critical Care marketplace (Baxter, Edwards Life Sciences, American Hospital Supply), Mr. Markle has most recentlybeen a senior member of two well-funded and successful medical device start-up companies:  Tensys Medical and Masimo Corp.  Bringing an emphasis on understanding and definingkey customer requirements, operationally building and directing successful marketing, clinical support and direct sales teams, Mr. Markle has a strong record of both successful fund-raising and visionary leadership in multiple “customer-facing” disciplines.  A graduate of Duke University (BSME) and Pepperdine (MBA), Mr. Markle provides a current and real-worldperspective to the creation of shareholder value within the medical device sector.

Stuart L Gallant, VP, Product Development

Mr. Gallant has been in medical device development and management for over 41 years with extensive experience in the design, development and marketing of cardiovascular, patientmonitoring and vital signs devices and systems.  Initiating his career with Medtronic, he has subsequently been a successful medical device entrepreneur involved with creating,managing and developing four prior medical device start-ups, including significant experience with venture- capital financed enterprises, in senior management and Board positions.Coupled with his technical and management background and education (BSEE, MSBME, MBA), Mr. Gallant holds twenty US issued patents in medical devices and nationallyrecognized professional certifications in financial planning (CFP®, ChFC®).

Tricia Zubke, Controller

Ms. Zubke has over 20 years’ experience in accounting, human resources, information technology and all aspects of office management.  Prior to joining GluMetrics, Inc. in 2005, Ms. Zubke worked for a privately-held real estate development company and a recruiting firm specializing in human resources executives.  Ms. Zubke obtained a Bachelor’s degree in business management from Concordia University, Irvine and is a licensed California real estate broker.

GluMetrics, Inc. Outside Board of Directors

·         Mike Carusi, General Partner, Advanced Technology Ventures, Palo Alto,, CA

·         Charles Warden, Managing Director, Versant Ventures, Menlo Park, CA

·         Sam E. Brasch, Director, Kaiser Permanente Ventures, Oakland, CA

·         John Alexander, Santa Cruz, CA

·         Tom Berryman, Laguna Beach, CA

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 GluMetrics 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 GluMetrics, 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 GluMetrics 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 GluMetrics Assets.  Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than March 7, 2014 at 3:00 p.m. Eastern Standard Time (the “Bid Deadline”) at GluMetrics’ office, located at 15375 Barranca Pkwy, Suite I-111, Irvine, CA  92618.  Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way.  The attached GluMetrics fixed asset list may not be complete and Bidders interested in the GluMetrics 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 $250,000 (payable to GluMetrics, 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.

GluMetrics 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.

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

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

Steven R. Gerbsman

(415) 456-0628

steve@gerbsmanpartners.com           

Read Full Post »

« Newer Posts - Older Posts »