Finch Therapeutics - Chapter 11 Bidding Procedures Summary

Bidding Procedures Summary

Parties Involved

• Sellers: Finch Therapeutics Group, Inc.; Finch Therapeutics, Inc.; Finch Therapeutics Holdings LLC; and Finch Research and Development LLC (collectively, the "Debtors").
• The Company was founded in 2014 as an early pioneer in microbiome therapeutics, seeking to develop technology to restore microbiomes in the human body to address diseases driven by microbiome imbalances. In January 2023, due to an inability to obtain additional capital or partnerships and other factors, the Company discontinued its Phase III trial of CP101, a microbiome therapeutic designed for the treatment of recurrent CDI infections.
• As of the petition date, the Debtors are non-operating entities with a sole remaining full-time employee, no funded debt obligations, and no complex capital structure. The Debtors have no and are not seeking any approval of secured indebtedness or financing; they intend to operate and administer these cases strictly with remaining cash on hand.
• No request for the appointment of a trustee or examiner has been made, and no official committee of unsecured creditors has been appointed.
• The Debtors engaged Rock Creek Advisors, LLC ("Rock Creek") in February 2026 to facilitate and conduct the marketing and sale process. Rock Creek has substantial experience in marketing intellectual property rights for life sciences and litigation rights, and upon its engagement began compiling necessary diligence, populating a virtual data room, preparing marketing materials, and compiling a list of potentially interested parties. As of the filing of the motion, Rock Creek intends to contact approximately 100 potential strategic and financial buyers.

Assets Being Sold

• The Debtors seek to sell all or substantially all of their assets, which consist of:
  • An intellectual property portfolio consisting of over 160 issued patents and pending patent applications that are either owned or exclusively licensed — nearly 100 of which are directly owned by the Debtors, with the remainder exclusively licensed from strategic partners including academic institutions — encompassing both donor-derived and donor-independent microbiome therapeutics, together with any proceeds from actions to enforce such intellectual property rights; and
  • A proprietary strain library consisting of microbial strains isolated by the Company, together with associated research data.
• The IP rights include proceeds in connection with a jury verdict entered in the Debtors' favor on Aug. 15, 2024, for infringement of three patents against Ferring Pharmaceuticals Inc. and Rebiotix Inc. in the U.S. District Court for the District of Delaware, which remains subject to post-trial motions and expected appeals. Although the jury verdict represents a significant potential recovery for the estates, the litigation remains ongoing and the Debtors' constrained liquidity may not permit them to fund continued prosecution through post-trial motions and any subsequent appeals.
• Potential bidders may bid on all or any number or combination of the assets. The assets are being offered AS-IS, WHERE-IS, with ALL FAULTS.

Stalking Horse Procedures

• The Debtors were not able to enter into a stalking horse agreement prior to the petition date. However, the Bidding Procedures provide the Debtors with flexibility to select a Stalking Horse Bidder and grant bid protections prior to the Sale Hearing.
• If the Debtors receive one or more acceptable offers that seek stalking-horse status prior to the Bid Deadline, the Debtors reserve the right to seek Court approval, with notice and an opportunity for hearing, of one or more parties to serve as a Stalking Horse Bidder. Notwithstanding the selection of any Stalking Horse Bidder, the Debtors will continue to solicit and accept bids through the Bid Deadline.
• Any party seeking to be a Stalking Horse Bidder must deliver a copy of its Stalking Horse Agreement to the Debtors and Rock Creek on or before April 30, 2026, at 4:00 p.m. ET (the "Stalking Horse Deadline").
• To the extent the Debtors designate a Stalking Horse Purchaser, the Debtors shall file a notice on the docket (a "Stalking Horse Notice") identifying, among other things:
  • The Designated Stalking Horse Purchaser (and, if a newly-formed entity, the parent company or sponsor);
  • Any past or present connections or agreements with the Debtors, any other known prospective or qualified bidder, or any officer or director of the foregoing;
  • The assets subject to the Stalking Horse Agreement;
  • A copy of the Stalking Horse Agreement; and
  • The key terms of the Stalking Horse Agreement, including the amount of the Stalking Horse Bid and what portion is cash, and any proposed break-up fee, expense reimbursement, or similar bid protection; and
  • The deadline to object to the Stalking Horse Purchaser designation and any relevant Proposed Bid Protections.
• All parties in interest shall have five business days to object to the Stalking Horse Notice. If no objections are filed, the Debtors shall be authorized to submit an order under certification of counsel approving the Designated Stalking Horse Purchaser and proposed bid protections. If an objection is filed, the Debtors shall notice a hearing (the "Stalking Horse Hearing") at the Court's earliest convenience prior to the Auction. Replies to any objection must be filed by 12:00 p.m. ET on the business day prior to the Stalking Horse Hearing.

Bid Protections

• In the event the Debtors enter into a Stalking Horse Agreement, the Debtors may be required to pay the Stalking Horse Bidder certain bid protections, including a break-up fee and expense reimbursement, upon the consummation of a sale to any party other than the Stalking Horse Bidder, subject to the Stalking Horse Objection Process.
• No bidder or other party, other than a Stalking Horse Bidder, shall be entitled to any termination or break-up fee, expense reimbursement, or any other bidding protections unless otherwise granted by the Debtors and approved by an order of the Court.

Overbid

• Initial Overbid: In the event a Stalking Horse Bidder is designated, any Qualifying Bidder wishing to bid on substantially the same assets must propose aggregate consideration equal to or exceeding the sum of (A) the purchase price under the Stalking Horse Agreement, plus (B) any break-up fee, expense reimbursement, or other bid protection, plus (C) $100,000.
• Minimum Overbid Increment: The greater of $100,000 or 1% of the Baseline Bid. The Debtors retain the right to modify bid increment requirements at the Auction.
  • If the then-highest or otherwise best bid was made by a Stalking Horse Bidder, such bid shall be deemed to include the sum of any applicable break-up fee, expense reimbursement, or other bid protections.

Good Faith Deposit

• Each bid must be accompanied by a good-faith cash deposit equal to 10% of the total consideration under the proposed Transaction Agreement.
• Deposits from bidders not selected as a Successful Bidder or Back-Up Bidder shall be returned no later than three business days following the conclusion of the Sale Hearing. The deposit of a Back-Up Bidder shall be returned within three business days of the closing of the applicable sale to the Successful Bidder. The deposit of the Successful Bidder (or, if applicable, the Back-Up Bidder) shall be applied to the purchase price.
• If a Successful Bidder (or Back-Up Bidder, if applicable) fails to consummate the sale due to a breach or failure to perform, the Debtors shall be entitled to retain the deposit as liquidated damages.

Bid Requirements

• Any potential bidder wishing to participate must first become a "Qualifying Bidder" by submitting to the Debtors an executed confidentiality agreement, documentation identifying the bidder and its principals, written disclosure of any connections or agreements with the Debtors or other known potential bidders, and sufficient information to demonstrate financial wherewithal and ability to close a transaction.
• To be deemed a Qualifying Bid, a bid must be received from a Qualifying Bidder on or before the Bid Deadline and must, among other requirements:
  • Be accompanied by a clean, executed Transaction Agreement and a marked copy reflecting any variations from the Debtors' form of Transaction Agreement;
  • Fully disclose the identity of the bidder, specify the assets to be acquired, and set forth the purchase price and any liabilities proposed to be assumed;
  • State that the offer is formal, binding, unconditional, and irrevocable until the conclusion of the Sale Hearing (or, for the Successful Bidder or Back-Up Bidder, until two business days after closing);
  • Contain financial information and written evidence of financing commitment sufficient for the Debtors to assess the bidder's ability to close, including Adequate Assurance Information;
  • Identify with particularity each executory contract, unexpired lease, and unexpired sublease the assumption and assignment of which is a condition to close;
  • Include a commitment to close within five business days after entry of the order approving the sale;
  • Contain no contingencies of any kind, including financing, due diligence, or regulatory contingencies;
  • Not request or entitle the bidder (other than a Stalking Horse Bidder) to any break-up fee, termination fee, expense reimbursement, or similar payment;
  • Include written evidence of board authorization and a commitment to serve as a Back-Up Bidder if the bid is the next-highest or otherwise best bid; and
  • Contain written acknowledgement that the bidder has had an opportunity to conduct due diligence, has relied solely on its own independent review, and has not entered into any agreement with any other potential bidder concerning the Auction or the Sale (or discloses any such agreement).
• The Debtors reserve the right to work with any Qualifying Bidder in advance of the Auction to cure any deficiencies in a bid not initially deemed a Qualifying Bid. Each Qualifying Bidder shall be deemed to have waived the right to pursue a substantial contribution claim under section 503 of the Bankruptcy Code.

Auction Details

• If the Debtors timely receive more than one Qualifying Bid, the Debtors shall conduct an Auction on May 27, 2026, at 10:00 a.m. ET. If only one Qualifying Bid is received, the Debtors shall not hold an Auction and shall have the right to request at the Sale Hearing that the Court approve the transaction with the sole Qualifying Bidder.
• Prior to the commencement of the Auction, the Debtors shall determine which Qualifying Bid constitutes the highest or otherwise best bid for purposes of setting the opening bid (the "Baseline Bid") and shall promptly notify all Qualifying Bidders thereof.
• Only a Stalking Horse Bidder and other Qualifying Bidders with Qualifying Bids (together, the "Auction Bidders") may make subsequent bids at the Auction. Auction Bidders must appear in person or through a duly authorized representative, and must confirm that they have not engaged in any collusion.
• Only the Debtors, the Auction Bidders, and any official committee of unsecured creditors, together with their professional advisors, may attend the Auction. The Debtors and their professional advisors shall direct and preside over the Auction, which shall be transcribed. All bids shall be made on the record and in the presence of all Auction Bidders, and all material terms of the then-highest or otherwise best bid for each round shall be fully disclosed.
• Following the Auction, the Debtors will determine the Successful Bid by considering, among other things: transaction structure and execution risk; variations between competing bids; time and cost to close; total consideration; the ability to obtain higher value through individual or combined asset sales; available funding; the net benefit to the estates (taking into account any Stalking Horse Bidder's bid protections); the impact on counterparties and other creditors; and any other factors the Debtors may reasonably deem relevant.
• The Debtors may designate a Back-Up Bidder at the conclusion of the Auction. In the event a Successful Bidder fails to close within two business days after entry of a final order approving the Successful Bid, the Back-Up Bid shall be deemed the Successful Bid, and the Debtors shall be authorized to close the sale to the Back-Up Bidder without further order of the Court.
• The Debtors reserve the right to modify the Bidding Procedures at or prior to the Auction, including to extend deadlines, modify bidding increments, waive terms and conditions, impose additional terms, or adjourn or cancel the Auction and/or the Sale Hearing.

Assumption and Assignment

• Within two business days of entry of the Bidding Procedures Order, the Debtors shall file with the Court and serve on each counterparty an Assumption Notice setting forth the proposed cure amount for each Assumed Contract.
• Counterparty objections (other than to adequate assurance) to the assumption, assignment, or cure amount must be filed on or before the Contract Objection Deadline of May 11, 2026, at 4:00 p.m. ET. Objections to adequate assurance of future performance must be filed on or before the Adequate Assurance Objection Deadline of May 29, 2026, at 4:00 p.m. ET.
• Failure to timely file a Contract Objection or Adequate Assurance Objection shall be deemed consent to the assumption and assignment and shall forever bar the counterparty from asserting any objection, including with respect to adequate assurance. The cure amount included in the Assumption Notice shall be controlling.
• Any unresolved Contract Objection or Adequate Assurance Objection will be adjudicated at the Sale Hearing or at such other date and time as may be mutually agreed or scheduled by the Court.
• Each Qualifying Bidder must make available Adequate Assurance Information for review by counterparties, including the bidder's financial wherewithal and willingness to perform under assumed contracts, a contact person for the proposed assignee, and the actual assignee's identity.
• The inclusion of a contract on an Assumption Notice shall not constitute a determination or admission that such contract is an executory contract or unexpired lease within the meaning of the Bankruptcy Code.

Sale Free and Clear

• The Debtors seek to sell the assets free and clear of all liens, claims, encumbrances, and other interests, other than those permitted by the applicable Transaction Agreement, pursuant to section 363(f) of the Bankruptcy Code. The Debtors are not aware of any lienholders at this time, but any that surface will receive notice and an opportunity to object.
• The Debtors request that the Court find that all purchasers of assets in accordance with the Bidding Procedures are entitled to the good-faith purchaser protections afforded by section 363(m) of the Bankruptcy Code.
• Failure to file a Sale Objection by the Sale Objection Deadline or an Auction Objection by the Auction Objection Deadline shall forever bar the assertion of any objection and shall constitute "consent" to the entry of the Sale Order for purposes of section 363(f) of the Bankruptcy Code.

Post-Closing and Waiver of Stay

• Each Qualifying Bidder must include a commitment to close the transactions within five business days after entry of the order approving the sale.
• The Debtors lack debtor-in-possession financing to extend the sale process and are operating on a tight budget that will permit funding of a sale process only for a limited period of time. The Debtors request a waiver of the 14-day stay of the sale order under Bankruptcy Rules 6004(h) and 6006(d) to facilitate an expeditious closing.

Key Dates

• Bidding Procedures Hearing: April 22, 2026, at TBD
• Deadline to Serve Sale Notice: April 24, 2026
• Deadline to Serve Assumption Notice: April 24, 2026
• Stalking Horse Deadline: April 30, 2026, at 4:00 p.m. ET
• Deadline to Object to Assumption Notice (Other Than Adequate Assurance): May 11, 2026, at 4:00 p.m. ET
• Sale Objection Deadline: May 18, 2026, at 4:00 p.m. ET
• Bid Deadline: May 22, 2026, at 4:00 p.m. ET
• Auction: May 27, 2026, at 10:00 a.m. ET
• Deadline to Object to Adequate Assurance: May 29, 2026, at 4:00 p.m. ET
• Deadline to Object to Conduct of Auction or Designation of Successful Bidder: May 29, 2026, at 4:00 p.m. ET
• Sale Hearing: June 3, 2026, at TBD