PUBLIC NOTICE OF UCC ARTICLE 9 SALE: Ribon Therapeutics, INC.

NOTICE OF UCC ARTICLE 9 PUBLIC SALE BY SECURED PARTY

DEBTORS:          RIBON THERAPEUTICS, INC. (“Debtor”)

ON THURSDAY, MAY 9, 2024, AT 12 P.M. EASTERN TIME, via online videoconference, a public sale (“Public Sale”) will be conducted of substantially all of the assets, including, without limitation, intellectual property (such assets collectively, the “Sale Assets”) of Debtor in accordance with Section 9-610 of the New York Uniform Commercial Code and other applicable law.  Access details for the videoconference will be provided to qualified bidders, as described below.  The Public Sale is being conducted by Rock Creek Advisors, LLC on behalf of Ankura Trust Company, LLC, as collateral trustee (“Collateral Trustee”) to enforce its rights in the collateral pursuant to that certain Loan and Security Agreement, dated as of April 12, 2022 (as modified from time to time the “Loan Agreement”), by and among Debtor, the lenders party thereto (“Lenders”), K2 HealthVentures LLC, as administrative agent, and Collateral Trustee.  Debtor granted Collateral Trustee, for the benefit of Lenders, a security interest in the Sale Assets to secure loans made and other obligations pursuant to the Loan Agreement.  The outstanding secured obligations under the Loan Agreement as of the Public Sale date is not less than $9,244,457.44.

Debtor is a clinical stage biopharmaceutical company involved in the development of novel small molecules targeting stress support pathways in cancer and inflammation using a proprietary platform technology.  Debtor has discontinued all material operations as of the date hereof. The Sale Assets consist primarily of intellectual property registered in the name of Debtor and other assets related to Debtor’s product candidate, RBN-2397 (PARP7 inhibitor), RBN-3143 (PARP14 inhibitor) and preclinical follow-on program (including PARP14 degrader), and Debtor’s interest in certain deferred and contingent milestone payments owed to Debtor by Boehringer Ingelheim pursuant to an existing asset sale transaction of the CD38 program (a preclinical asset). Additional information about the Sale Assets will be made available upon request, subject to customary non-disclosure agreements.

The Sale Assets may be offered in one or more lots, and will be sold on a strictly “AS IS, WHERE IS” basis, with all faults, and without recourse to Collateral Trustee or any lender or other secured party under the Loan Agreement, without any representation or warranty, express or implied, as to the title, value, condition, merchantability or fitness for use of any of the Sale Assets or any other representation or warranty with respect to the Sale Assets whatsoever, which are hereby disclaimed, except as expressly set forth in a form asset purchase agreement which will be available upon request by any qualified party interested in bidding on the Sale Assets.  Collateral Trustee intends to sell the Sale Assets to the highest or otherwise best qualified bidder at the Public Sale.  The Public Sale will be for cash, or credit against outstanding indebtedness under the Loan Agreement, or other consideration approved by Collateral Trustee, and subject to commercially reasonable bid procedures and other requirements, which will be available upon request.  Interested parties must submit their bid and a proposed asset purchase agreement together with a deposit in accordance with the bid procedures, and provide other qualifying information such as proof of ability to fund the purchase no later than Friday May 3, 2024, 5 p.m. Eastern Time (the “Bid Deadline”) to the contact indicated below.  After satisfying the foregoing requirements, qualified bidders will be provided the videoconference access details for the Public Sale.  Collateral Trustee reserves the right to credit bid on behalf of Lenders for some or all of the Sale Assets and to modify the terms, conditions, or procedures for the Public Sale, withdraw all or any portion of the Sale Assets from the Public Sale or continue the Public Sale to any future date for any reason.  No deposit shall be required to secure a credit bid  by Collateral Trustee on behalf of Lenders.

Any inquiries regarding the Public Sale or the Sale Assets should be directed to Heidi Lipton at [email protected] no later than the Bid Deadline.