Dear all,
On February 12, 2025, East West Bank (“EWB”) filed a civil action in the U.S. District Court for the District of Utah (the “Federal Court”) against Quantum IR Technologies, LLC and affiliates (“QIR”). On April 7, 2025, the Federal Court appointed Alex D. Moglia as federal receiver to QIR (the “Receiver”). This letter outlines the sale procedures for submitting a bid to acquire all intellectual property (“IP”) and related equipment (collectively, the “Assets”).
Sale Process:
Pursuant to the Order Appointing Receiver, Moglia Advisors was retained to assist in administering the receivership estate for QIR’s creditors. The following outlines the process for submitting a binding bid to acquire the Assets (the “Asset Purchase”).
Description of Assets for Sale
The assets available are separated into two categories:
(1) IP, a list of which will be provided, upon execution of a non-disclosure agreement (“NDA”), which includes a portfolio of patents registered domestically and internationally, together with trade names, and other intellectual property (see Exhibit ‘A’ for the NDA).
(2) Related equipment listed in Exhibit ‘B’ attached hereto, which includes infrared cameras, a cement kiln prototype, and other miscellaneous assets.
Bid Deadline and Submission Requirements:
Interested parties must submit a binding written offer (the “Bid”) by June 26, 2025, at 3:00 PM CDT (the “Bid Deadline”). By submitting a Bid, the bidder acknowledges that it has reviewed this letter in its entirety and agrees that: (i) Utah law will govern any disputes relating to this letter, and (ii) venue will lie in any state or federal court in Salt Lake City, Utah. Bids must include:
• Execution of the NDA.
• Identification and contact information for the bidder, including full ownership details, as well as the identity of the authorized representative(s). If the bidder is acting on behalf of a prospective buyer, please provide the identity, contact, and ownership information for said buyer, along with the identity of the authorized representative(s).
• Bids must be for all assets being sold.
• Proposed purchase price, which must be on an all-cash basis, with no contingencies.
• Proof of funds to close on the transaction.
• A good faith cash deposit equal to 10% of the aggregate Bid amount at the time of the Bid submission. The deposits from the highest and best bidder, and the second highest and best bidder, will be held in escrow by the Receiver pending the closing of the sale on the Assets.
• Proof that the signatory of the Bid has the authority to execute the same.
• Signed asset purchase agreement (“APA”). The Receiver will provide all qualified bidders an approved APA template which will not be modified, unless previously approved by the Receiver and the secured lender, EWB, as agent.
• The sale of Assets will be on an “as-is, where-is,” basis, without representations or warranties, and the Receiver will not be responsible for the success or outcome of the Assets acquired. The Asset Purchase will be subject to the consent and release of the lien(s) held by EWB, as agent for certain secured creditors of QIR, and to Federal Court approval.
• Bids must be irrevocable for 30 days following the Bid Deadline. If the highest and best bidder for any reason fails to timely close the Asset Purchase, said bidder will forfeit its good faith cash deposit. Then, the Receiver will provide notice that the second highest and best bidder will be named the winning bidder, and said bidder will be obligated to close on the Asset Purchase.
• The Receiver has full discretion to negotiate any Bid and to reject any Bid.
Contact Information:
Any party interested in bidding on the Assets should contact the Receiver and Moglia Advisors at:
Receiver’s Disclaimer and Reservation of Rights:
All assets are sold as-is, where-is, and with all faults, without exception. Removal, storage, and all post-purchase handling are at the buyer’s sole risk and expense. The Receiver, Moglia Advisors, EWB, and their representatives, agents, officers, employees, and assigns make no representations or warranties, express or implied, of any kind, regarding the assets’ condition, quality, performance, value, and/or suitability for any purpose, and expressly disclaim any and all warranties, including merchantability and fitness for any particular purpose. Any sale will be subject to definitive legal documentation acceptable to the Receiver
This letter does not constitute an offer to sell securities or the Assets and will not be accompanied by any registration or qualification under the Securities Act of 1933 or any state securities laws. It is provided solely as notice of the process for the proposed sale of the Assets. The Receiver reserves the absolute right, in his sole discretion and at any time, to modify, suspend, reject, or terminate the sale process described herein if deemed necessary or advisable in the best interests of the Receivership estate, and its creditors.
Sincerely,
/s/ Alex D. Moglia
Federal Receiver
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