/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/230113.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, January 13, 2023, Vol. 27, No. 12 Headlines 3 WISEMEN: Seeks Cash Collateral Access ADVAXIS INC: Receives Noncompliance Notice From OTC Markets AEARO TECHNOLOGIES: 3M Spend More Than $450Mil. on Earplug Cases AEQUOR MGT: Burro Sand Hits Chapter 11 Bankruptcy AINOS INC: Falls Short of Nasdaq Minimum Bid Price Requirement ALLYNE HEALTH: Asset Sale Proceeds to Fund Plan ALPHATEC HOLDINGS: Reports Select Prelim Financial 2022 Results ALPHATEC HOLDINGS: Secures $150M Term Debt Facility From Braidwell AMERICAN VIRTUAL: Files for Chapter 11 to Pursue Sale ARMATA PHARMACEUTICALS: Closes $30M Credit Facility With Innoviva ARTIVION INC: Moody's Lowers CFR to B3, Outlook Stable ASPIRA WOMEN'S: Expects to Save $6 Million From Staff Reduction AVAYA HOLDINGS: CEO Masarek to Get $6 Million Cash Award AVAYA HOLDINGS: Vanguard Group Has 4.5% Stake as of Dec. 30 BANTEC INC: Incurs $2.7 Million Net Loss in FY Ended Sept. 30 BED BATH & BEYOND: Closes 150 Stores as It Mulls Chapter 11 Filing BED BATH & BEYOND: Posts $393 Million Net Loss in Third Quarter BERTUCCI'S RESTAURANTS: Two New Committee Members Appointed BIOLASE INC: Falls Short of Nasdaq Bid Price Requirement BLACKSTONE OILFIELD: Unsecureds to Get Share of GUC Pool in Plan BLOCKFI INC: Crypto Withdrawals Should Remain Intact, Users Say CANO HEALTH: JPMorgan Chase Holds 6.4% of Class A Shares CAVALIER PHARMACY: Starts Chapter 11 Subchapter V Case CELSIUS NETWORK: New York Sues Ex-CEO Over Risky Crypto Investments CELSIUS NETWORK: Owns Majority of Customers Cryptocurrency Deposits CIENA CORP: S&P Assigns 'BB+' Rating on Secured 1st-Lien Term Loan CINEWORLD GROUP: To Fast Track Theater Closings, Landlord Talks CLEARPOINT NEURO: Expects Fourth Quarter Revenue of $5.2 Million CLUBHOUSE MEDIA: GS Capital Has 8.8% Stake as of Jan. 3 COCRYSTAL PHARMA: Sabby Volatility, Two Others Report 5.17% Stake CREDITO REAL: Says Talks Continue With Bondholders CTI BIOPHARMA: Millennium Entities Report 3.9% Equity Stake CUENTAS INC: Signs Deal to Acquire $2M Equity in 4280 Lakewood CUSTOM ALLOY: Wins Cash Collateral Access Thru Jan 14 DELCATH SYSTEMS: Plans to Submit Hepzato NDA to FDA in Q1 2023 DELCATH SYSTEMS: Registers 2.1M Shares for Possible Resale DEXTER GROUP: Unsecureds to Get Share of Income for 3 Years DIEBOLD NIXDORF: BlackRock Has 5.7% Equity Stake as of Dec. 31 DIGITAL MEDIA: Remains In Talks With Prism on Acquisition Proposal DIGITAL MEDIA: Unit Draws Down $35M Under Revolving Credit Facility DIOCESE OF ROCKVILLE CENTRE: Case Headed to Wrong Direction DISPENSER BEVERAGES: Case Summary & 20 Largest Unsecured Creditors EYEPOINT PHARMACEUTICALS: Registers 2M Shares Under 2016 Plan FORMA BRANDS: Case Summary & 50 Largest Unsecured Creditors FORMA BRANDS: Files for Chapter 11 to Sell to Lenders FULTON FILMS: Case Summary & 10 Unsecured Creditors GENAPSYS INC: Court Confirms Chapter 11 Plan After Assets Sale GENESIS GLOBAL: Cuts 30% of Manpower as It Mulls Chapter 11 Filing GIGA-TRONICS INC: Sells $3.3M Senior Secured Convertible Notes GLOBAL NET: Fitch Alters Outlook on 'BB+' IDR to Negative GREENWAY HEALTH: Moody's Lowers CFR to Caa1, Outlook Negative GROWLIFE INC: Closes Acquisition of Bridgetown Mushrooms GUARDION HEALTH: Bradley Radoff Has 19.7% Stake as of Jan. 9 HONX INC: Court Orders Hess Corp. to Provide Financial Support IBARRA LLC: SARE Files for Chapter 11 Bankruptcy INNERLINE ENGINEERING: Unsecureds Will Get 2.57% in 60 Months JUST ENERGY: ERCOT Bankruptcy Suit Belongs to State Court KRISHNA HOTELS: Voluntary Chapter 11 Case Summary LEATHERWOOD MARINA: Creditors to Get Proceeds From Liquidation LITTLE WASHINGTON: Files Amendment to Disclosure Statement METRO SERVICE: With Chapter 11 Filing, New Proposals Sought MICROSTRATEGY INC: Group One Holds 13.49% of Class A Shares MOBIQUITY TECHNOLOGIES: Walleye Opportunities Reports 5.3% Stake MUSCLE MAKER: Sadot Crosses $150M Revenue Milestone in 1st 60 Days MYOMO INC: Reduces Workforce by 12% to Cut Costs NATIONWIDE FREIGHT: Wins Cash Collateral Access Thru Jan 31 NAUTICAL SOLUTIONS: Unsecureds to Recover 100% In Prepackaged Plan NAUTICAL SOLUTIONS: Wins Interim Cash Collateral Access NEONODE INC: Forsakringsaktiebolaget Has 10.18% Stake as of Jan. 11 NEPHROS INC: Expects Fourth Quarter Net Revenue of $2.6 Million NEXTPLAY TECHNOLOGIES: Chief Information Officer Resigns NXT ENERGY: Closes Second $1.6M Tranche of Private Placement OMNIQ CORP: Awarded Multi-Year Supply Contract From Clalit PANDORA SERVICING: Case Summary & Four Unsecured Creditors PARTY CITY: Reportedly Nearing Bankruptcy Filing PROFESSIONAL DIVERSITY: Unit Acquires Expo Exports for $600K PULMATRIX INC: Sabby Volatility, Two Others Report 8.3% Stake QUOTIENT LIMITED: Unsecureds be Paid in Full or be Reinstated REGIONAL HEALTH: Receives Notice of Non-Compliance From NYSE RELMADA THERAPEUTICS: Appoints CNS Therapeutic Expert as CMO REMARK HOLDINGS: Amends 2022 Purchase Agreement with Ionic REMARK HOLDINGS: Regains Compliance With Nasdaq Bid Price Rule SENSEONICS HOLDINGS: Board Adopts 2023 Commercial Equity Plan SENSEONICS HOLDINGS: Registers 10M Shares Under 2023 Equity Plan SOTERA HEALTH: Moody's Puts 'B1' CFR Under Review for Downgrade SOUTHERN EFFICIENCY: Case Summary & 14 Unsecured Creditors SVP-SINGER HOLDINGS: Moody's Cuts CFR to Caa2, Outlook Neg. TD HOLDINGS: To Sell $42.4M Worth of Shares to Affiliate, Investors TEMPUR SEALY: Fitch Affirms LongTerm IDR at 'BB+', Outlook Stable THREE ARROWS: Liquidators Demand Sensitive Documents From Founders TIMES SQUARE JV: U.S. Trustee Appoints Creditors' Committee TRICIDA INC: Case Summary & 20 Largest Unsecured Creditors TWIN PEAKS CHARTER ACADEMY: S&P Affirms 'BB' Rating on Rev. Bonds VIVAKOR INC: May Sell $100 Million Worth of Securities VIVAKOR INC: Trent Staggs Quits as Director W&T OFFSHORE: Plans to Offer $275-Mil. Senior Second Lien Notes WEBER INC: CFO to Get $375K Separation Pay YAK ACCESS: Nears Deal for Out-of-Court Restructuring ZOHAR FUNDS: Lynn Tilton Pushes for Prompt Sale of Stila Styles [^] BOOK REVIEW: Transcontinental Railway Strategy ********* 3 WISEMEN: Seeks Cash Collateral Access --------------------------------------- The 3 Wisemen LLC asks the U.S. Bankruptcy Court for the Western District of Pennsylvania for authority to use cash collateral. The Debtor requires the use of cash collateral to operate its business. There are seven UCC Financing Statements filed with the State of Pennsylvania with respect to the assets of the Debtor that have not been terminated. The seven recorded UCC Financing Statements with respect to the Debtor's assets, in order of their recording, are: a) File Number 2019062101684 filed on June 21, 2019 by Yes Leasing. The Debtor's counsel believes that Yes Leasing has a security interest in specific machinery and equipment of the Debtor, does not have a blanket UCC on the assets of the Debtor, and does not have a valid lien position on the cash collateral of the Debtor. The Debtor was unable to obtain a copy of the actual UCC-1 filing with the Department of State. b) File Number 2019062701422 filed on June 27, 2019 by Yes Leasing. The Debtor's counsel believes that Yes Leasing has a security interest in specific machinery and equipment of the Debtor, does not have a blanket UCC on the assets of the Debtor, and does not have a valid lien position on the cash collateral of the Debtor. The Debtor was unable to obtain a copy of the actual UCC-1 filing with the Department of State. c) File Number 2019102800170 filed on October 28, 2019 by Yes Leasing. The Debtor's counsel believes that Yes Leasing has a security interest in specific machinery and equipment of the Debtor, does not have a blanket UCC on the assets of the Debtor, and does not have a valid lien position on the cash collateral of the Debtor. The Debtor was unable to obtain a copy of the actual UCC-1 filing with the Department of State. d) File Number 2019121900462 filed on December 19, 2019 by C T Corporation System, as Representative. The Debtor's counsel believes that C T Corporation System, as Representative is an agent for one of the Debtor's current or former creditors but no actual creditor is listed on the UCC Financing Statement and it is impossible to determine which creditor this UCC Financing Statement refers to. e) File Number 2020022101505 filed on February 21, 2020 by Corporation Service Company, as Representative. The Debtor's counsel believes that Corporation Service Company, as Representative is an agent for one of the Debtor's current or former creditors but no actual creditor is listed on the UCC Financing Statement and it is impossible to determine which creditor this UCC Financing Statement refers to. e) File Number 2022010400248 filed on January 4, 2022 by Corporation Service Company, as Representative. The Debtor's counsel believes that Corporation Service Company, as Representative is an agent for one of the Debtor's current or former creditors but no actual creditor is listed on the UCC Financing Statement and it is impossible to determine which creditor this UCC Financing Statement refers to. f) File Number 2022100601372 filed October 6, 2022 by Corporation Service Company, as Representative. The Debtor's counsel believes that Corporation Service Company, as Representative is an agent for one of the Debtor's current or former creditors but no actual creditor is listed on the UCC Financing Statement and it is impossible to determine which creditor this UCC Financing Statement refers to. The Debtor believes that due to the Chapter 11 filing that it can operate profitably and generate value to creditors of the estate. The Debtor also requests an expedited hearing on the matter. A copy of the motion is available at https://bit.ly/3W4M33J from PacerMonitor.com. About The 3 Wisemen LLC The 3 Wisemen LLC provides tree removal services in Western Pennsylvania. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 22-22565) on 22-22565 on December 30, 2022. In the petition signed by Rhonda L. Weber, member, the Debtor disclosed up to $100,000 in assets and up to $500,000 in liabilities. Christopher M. Frye, Esq., at Steidl & Steinberg, P.C., is the Debtor's legal counsel. ADVAXIS INC: Receives Noncompliance Notice From OTC Markets ----------------------------------------------------------- Advaxis, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission it was notified by the OTC Markets Group Inc. on Jan. 10 that its market capitalization has stayed below $5 million for the past 30 consecutive calendar days and no longer meets the Standards for Continued Qualification for the OTCQX U.S. tier as per the OTCQX Rules for U.S. Companies section 3.2.b.2. If the Company's market capitalization has not stayed at or above $5 million for ten consecutive trading days by July 10, 2023, then its common stock will be moved from OTCQX to the OTCQB market. About Advaxis Inc. Advaxis, Inc. -- http://www.advaxis.com-- is a clinical-stage biotechnology company focused on the development and commercialization of proprietary Lm-based antigen delivery products. These immunotherapies are based on a platform technology that utilizes live attenuated Listeria monocytogenes (Lm) bioengineered to secrete antigen/adjuvant fusion proteins. These Lm-based strains are believed to be a significant advancement in immunotherapy as they integrate multiple functions into a single immunotherapy and are designed to access and direct antigen presenting cells to stimulate anti-tumor T cell immunity, activate the immune system with the equivalent of multiple adjuvants, and simultaneously reduce tumor protection in the tumor microenvironment to enable T cells to eliminate tumors. Advaxis reported a net loss of $17.86 million for the year ended Oct. 31, 2021, a net loss of $26.47 million for the year ended Oct. 31, 2020, a net loss of $16.61 million for the year ended Oct. 31, 2019, and a net loss of $66.51 million for the year ended Oct. 31, 2018. As of July 31, 2022, the Company had $30.10 million in total assets, $1.91 million in total liabilities, and $28.19 million in total stockholders' equity. AEARO TECHNOLOGIES: 3M Spend More Than $450Mil. on Earplug Cases ---------------------------------------------------------------- Jef Feeley of Bloomberg News reports that 3M Co. has racked up more than $450 million in defense costs as it struggles to fend off allegations defective earplugs it sold to the US military harmed soldiers' hearing, court filings show. The company -- which has lost a slew of test trials over the earplugs -- put a unit into Chapter 11 in July in hopes of corralling the estimated $7 billion litigation over the product. A bankruptcy court filing last December 2022 detailed how 3M's lawyers are seeking more than $19 million in fees and costs for work on the case just between July and October 2022. About Aearo Technologies Aearo Technologies -- https://earglobal.com/en -- is a 3M company that designs, manufactures, and sells personal protection equipment. The Company offers prescription and non-prescription safety eye wear, face shields, hard hats, and respirators. Aearo serves customers worldwide. To address claims related to the Combat Arms Earplugs Version 2, Aearo Technologies LLC and its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Lead Case No. 22-02890) on July 26, 2022. In the petition filed by John R. Castellano, as authorized signatory, Aearo Technologies estimated assets and liabilities between $1 billion and $10 billion each. 3M is not a debtor in the Chapter 11 cases. 3M has committed $1 billion to fund a trust allocated for Combat Arms claims. Kirkland & Ellis LLP is serving as legal counsel and AlixPartners LLP is serving as restructuring advisor to Aearo Technologies. Ice Miller LLP, is serving as bankruptcy co-counsel to the Debtors. Kroll is the claims agent. PJT Partners is serving as financial advisor and White & Case LLP is serving as legal counsel to 3M. AEQUOR MGT: Burro Sand Hits Chapter 11 Bankruptcy ------------------------------------------------- Aequor Mgt LLC, doing business as Burro Sand, filed for chapter 11 protection in the Eastern District of Texas after considering its liabilities and liquidity situation. Founded in 2017, Aequor is a Permian sand mine startup that sells frac sand. The Burro Mine is a frac sand mining and processing plant located in Van Horn, Texas delivering 2.4 million tons per year of high-quality "100 Mesh" frac sand to the Delaware Basin. The mine is wholly owned and operated by Aequor. According to court filings, Aequor Mgt estimates between $50 million and $100 million in debt owed to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Feb. 8, 2023, at 10:00 AM at Telephonic Dial-In Information at https://www.txeb.uscourts.gov/341info Proofs of claim are due by May 5, 2023. About Aequor Mgt LLC Aequor Mgt LLC -- https://BurroSand.com/ -- claims to be the lowest cost producer of 100 Mesh frac sand in the Permian Basin serving oil and gas producers. Aequor Mgt filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 23-60010) on Jan. 5, 2023. In the petition filed by David J. Durrett, as manager and member, the Debtor reported assets between $1 million and $10 million and liabilities between $50 million and $100 million. The Debtor is represented by: Mark C. Taylor, Esq. Waller Lansden Dortch & Davis P.O. Box 131805 Tyler, TX 75713 AINOS INC: Falls Short of Nasdaq Minimum Bid Price Requirement -------------------------------------------------------------- Ainos, Inc. said in a Form 8-K filed with the Securities and Exchange Commission it received a deficiency letter from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC on January 5 notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company's common stock has been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The Nasdaq deficiency letter has no immediate effect on the listing of the Company's common stock, and its common stock will continue to trade on The Nasdaq Capital Market under the symbol "AIMD" at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been given 180 calendar days, or until July 5, 2023, to regain compliance with the Minimum Bid Price Requirement. If at any time before July 5, 2023, the bid price of the Company's common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, the Staff will provide written confirmation that the Company has achieved compliance. If the Company does not regain compliance with the Minimum Bid Price Requirement by July 5, 2023, the Company may be afforded a second 180 calendar day period to regain compliance. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the Minimum Bid Price Requirement. In addition, the Company would be required to notify Nasdaq of its intent to cure the deficiency during the second compliance period. If the Company meets these requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company's securities are subject to delisting. The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with other Nasdaq Listing Rules. About Ainos Ainos, Inc. (www.ainos.com), formerly known as Amarillo Biosciences, Inc., is a diversified healthcare company engaged in the research and development and sales and marketing of pharmaceutical and biotech products. The Company is engaged in developing medical technologies for point-of-care testing and safe and novel medical treatment for a broad range of disease indications. The Company is a Texas corporation incorporated in 1984. Ainos reported a net loss of $3.89 million for the year ended Dec. 31, 2021, compared to a net loss of $1.45 million for the year ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $39.08 million in total assets, $2.65 million in total liabilities, and $36.43 million in total stockholders' equity. Houston, Texas-based PWR CPA, LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 18, 2022, citing that the Company has negative working capital at Dec. 31, 2021, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. ALLYNE HEALTH: Asset Sale Proceeds to Fund Plan ----------------------------------------------- Allyne Health, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Georgia a Plan of Reorganization under Subchapter V dated January 9, 2023. Debtor was formed in 2015 as a limited liability company in the State of Georgia and is owned by various shareholders. Debtor initially operated a consulting business. Debtor's operations now consist of managing its assets, specifically corporate stock, and defending litigation. In 2021, one of Debtor's creditors, Mitchell Poole, obtained a judgment against Debtor and garnished Debtor's sole bank account, seizing all of Debtor's available funds at that time. Debtor is the owner of 2.4 million founder shares of ALLtrand, Inc. (approximately 26% ownership). ALLtrand, in turn, owns an approximately 45% interest in AllCore 360, which sells and leases a device for the rehabilitation of spinal injuries. Debtor advises both companies on Debtor's equity holdings. This Plan deals with all property of Debtor and provides for treatment of all Claims against Debtor and its property. Class 1 consists of any Secured Claim or Priority Tax Claim against Debtor held by the Internal Revenue Service (the "IRS") which was assessable or due and payable prior to the Filing Date or treated as arising prior to the Filing Date pursuant to 11 U.S.C. § 502(i) (the "Class 1 IRS Tax Claim"). Class 2 shall consist of any Secured Claim or Priority Tax Claim against Debtor held by the Georgia Department of Revenue (the "GDR"). Any priority or secured Class 2 GDR Tax Claim shall be paid pursuant to Class 2, and any GDR general unsecured tax claim is specifically classified and will be paid pursuant to the General Unsecured Class 5. Debtor shall pay any Allowed Class 2 GDR Tax Claim in equal monthly payments of $50.00 each commencing on the 28th day of the first full month following the Effective Date and continuing by the 28th day of each subsequent month (or the next Business Day if the 28th day is not a Business Day), until paid in full. Class 3 consists of any Priority or Secured Claim of a governmental unit entitled to priority. In the event there are Allowed Holders of Class 3 Governmental Unit Priority Tax Claims, Debtor shall pay such Allowed Class 3 Government Unit Priority Tax Claims at the rate of $50.00 per month commencing on the 28th day of the first full month following the Effective Date and continuing by the 28th day of each subsequent month (or the next Business Day if the 28th day is not a Business Day), with interest accruing on the principal tax obligation at the annual rate of 3.00% (or at the rate otherwise required by the Bankruptcy Code), with a final balloon payment on the 5th anniversary of the Filing Date. Class 4 consists of the Secured Claim of Allyne BAF, LLC. Debtor will pay Allyne BAF, LLC in full (with interest on the claim from the Confirmation Date to the date of payment at the rate of 12% per annum) within 30 days after the liquidation of the ALLtrand, Inc. stock. Any payments paid to Allyne BAF, LLC after the Filing Date but before the Effective Date, including any adequate protection payments, shall be applied first to interest accruing on the Class 4 Secured Claim and then to the principal balance of the Class 4 Secured Claim. Class 5 consists of general unsecured claims. Debtor will pay the Holders of Class 5 General Unsecured Claims in accordance with the Plan Payment Procedures set forth in Article 4.8 of the Plan. The Class 5 Claims are Impaired by the Plan and the holders of the Class 5 Claims are entitled to vote to accept or reject the Plan. Notwithstanding anything else in this Plan to the contrary, any Class 5 Claim shall be reduced by any payment received by the creditor holding such claim from any third party or other obligor and Debtor's obligations hereunder shall be reduced accordingly. Class 6 consists of the Interest Claims (i.e. the claim of Debtor's sole shareholders based upon ownership of Debtor). The Holders of Class 6 Interest Claims shall retain their shares in the Debtor in the same number of shares as existed pre-petition. The claims of the Class 6 Interest Claims are not impaired. "Creditors Payment" means all of the income that flows from the Debtor's sale of its stock holdings in ALLtrand, Inc. The sale will occur following a liquidity event (an acquisition, merger, initial public offering (IPO), or other action that allows founders and early investors in a company to cash out some or all of their ownership shares) and following a decision made by Debtor's management, in its sole discretion, that the shares of ALLtrand, Inc. should be sold at the appropriate value. The Creditors Payment shall be disbursed as follows: * First, to any Allowed Administrative Expense Claim until paid in full pro rata based on a fraction the numerator of which is the particular Allowed Administrative Expense Claim and the denominator of which is all Allowed Administrative Expense Claims. Debtor anticipates and projects the following administrative expenses: (1) Jones & Walden, LLC, as counsel to the Debtors, and (2) John T. Whaley, as Subchapter V Trustee. * Upon payment in full of any and all Allowed Administrative Expense Claims, then to payment to the Class 4 Secured Claim of Allyne BAF, LLC. As set forth in Class 4. * Upon payment in full of any and all Allowed Administrative Expense Claims and payment in full of the Class 4 Secured Claim of Allyne BAF, LLC and payment in full of the Class 1, Class 2, and Class 3 priority claims (to the extent allowed and unpaid) all remaining payments shall be paid to the Holders of Class 6 General Unsecured Claims pro rata based on a fraction the numerator of which is the particular Allowed Unsecured Claim and the denominator of which is all Allowed Unsecured Claims. * For the avoidance of doubt, priority claims of the Internal Revenue Service (Class 1), the Georgia Department of Revenue (Class 2), and Governmental Units Not Otherwise Classified (Class 3) shall be treated and paid only the amount due as provided in their respective Classes. A full-text copy of the Plan of Reorganization dated January 9, 2023 is available at https://bit.ly/3CGyiBw from PacerMonitor.com at no charge. Attorney for Debtor: Leon S. Jones, Esq. Jones & Walden, LLC 699 Piedmont Ave NE Atlanta, GA 30308 Phone: (404) 564-9300 Email: ljones@joneswalden.com About Allyne Health, Inc. Allyne Health, Inc., a company in Mineral Bluff, Ga., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. Nd Ga. Case no. 22-21063) on Oct 17, 2022, with up to $50,000 in assets and up to $10 million in liabilities. Donald Gasgarth, chief executive officer, signed the petition. Judge James R. Sacca oversees the case. Jones & Walden, LLC is the Debtor's legal counsel. ALPHATEC HOLDINGS: Reports Select Prelim Financial 2022 Results --------------------------------------------------------------- Alphatec Holdings, Inc. announced select preliminary financial results for the fourth quarter and full year ended Dec. 31, 2022, and provided guidance for full-year 2023 revenue and adjusted EBITDA. Fourth Quarter Full Year Ended Ended Dec. 31, 2022 Dec. 31, 2022 Total Revenue $105.2M to $106.2M $350.1M to $351.1M Preliminary total revenue grew approximately 44% in the full-year 2022 and 42% to 44% in the fourth quarter. Continued strong adoption of the PTPTM (Prone-TransPsoas) approach fueled preliminary, fourth quarter 2022 surgical revenue growth of 48% to 50%, led by surgical volume growth of at least 25% compared to the prior year period. The Company closed the fourth quarter with a cash balance of approximately $85 million, which, consistent with third quarter 2022, includes a $35 million drawdown on the Company's revolving line of credit. "Our commitment to delivering unmatched procedural sophistication drove sector-leading growth once again in 2022," said Pat Miles, chairman and chief executive officer. "As we look to the year ahead, we are as bullish as ever! We intend to continue to not just penetrate, but expand the market for lateral spine surgery and advance the influence of EOS. Our strategy to earn surgeon confidence through clinical distinction has and will continue to set ATEC apart, enabling us to successfully execute our strategic and financial commitments." The select, preliminary financial results are based on the Company's current expectations and may be adjusted as a result of, among other things, completion of customary annual audit procedures. Financial Outlook for the Full-Year 2023 The Company anticipates full-year 2023 total revenue of $438 million, reflecting growth of approximately 25% compared to the full-year 2022. This includes surgical revenue of $383 million and approximately $55 million of EOS revenue. The Company expects to achieve non-GAAP adjusted EBITDA break-even for the full-year 2023. Further detail will be provided when the Company reports fourth quarter and full-year 2022 financial results on Tuesday, Feb. 28, 2023, after the market close. About Alphatec Holdings Alphatec Holdings, Inc. (ATEC) (www.atecspine.com), through its wholly-owned subsidiaries, Alphatec Spine, Inc. and SafeOp Surgical, Inc., is a medical device company dedicated to revolutionizing the approach to spine surgery through clinical distinction. ATEC architects and commercializes approach-based technology that integrates seamlessly with the SafeOp Neural InformatiX System to provide real-time, objective nerve information that can enhance the safety and reproducibility of spine surgery. Alphatec reported a net loss of $144.33 million for the year ended Dec. 31, 2021, a net loss of $78.99 million for the year ended Dec. 31, 2020, a net loss of $57 million for the year ended Dec. 31, 2019, and a net loss of $28.97 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $516.28 million in total assets, $125.48 million in total current liabilities, $348.32 million in long-term debt, $26.95 million in operating lease liabilities (less current portion), $14.48 million in other long-term liabilities, $23.60 million in redeemable preferred stock, and a total stockholders' deficit of $22.57 million. ALPHATEC HOLDINGS: Secures $150M Term Debt Facility From Braidwell ------------------------------------------------------------------ Alphatec Holdings, Inc. announced the closing of a five-year, $150 million non-dilutive term loan agreement with Braidwell LP, a life science focused firm. On Jan. 6, 2023, ATEC entered into a five-year agreement with Braidwell LP, an investment manager that has agreed to make a term loan of up to $150 million. An initial $100 million tranche has been funded and ATEC has the option to draw an additional $50 million. "We are pleased to strengthen ATEC's balance sheet with additional capital that will allow us to continue to advance patient care and, as a result, create shareholder value," stated Todd Koning, chief financial officer. "Braidwell is a significant investor that supports our long-term strategy. Having flexible access to attractively priced capital will enable us to continue to drive market-leading growth in existing markets, invest in international markets, and further support our path to profitability without the need for dilutive financing." "Braidwell is thrilled to strengthen our partnership with ATEC through this transaction," stated Narendra Nayak, partner at Braidwell. "We believe that ATEC's unique technology and innovative approach to spine surgery will continue to drive surgeon adoption and sector-leading growth in the years to come." Kaila Krum, Partner at Braidwell, added, "With the ATEC team's extensive experience in the space and proven ability to execute, we are confident the Company will improve the practice of spine surgery and further our shared mission to advance human health." Additional features of the debt facility include: * Annual interest rate of SOFR plus 5.75%; * Interest-only payments throughout the 5-year term; * Due in 2028 with no springing maturity ahead of the Company's existing 2026 convertible senior notes. With the completion of this deal, the Company now has cash and access to liquidity of approximately $275 million, including an existing $50 million revolving credit facility with a $25 million accordion feature through MidCap Financial. About Alphatec Holdings Alphatec Holdings, Inc. (ATEC) (www.atecspine.com), through its wholly-owned subsidiaries, Alphatec Spine, Inc. and SafeOp Surgical, Inc., is a medical device company dedicated to revolutionizing the approach to spine surgery through clinical distinction. ATEC architects and commercializes approach-based technology that integrates seamlessly with the SafeOp Neural InformatiX System to provide real-time, objective nerve information that can enhance the safety and reproducibility of spine surgery. Alphatec reported a net loss of $144.33 million for the year ended Dec. 31, 2021, a net loss of $78.99 million for the year ended Dec. 31, 2020, a net loss of $57 million for the year ended Dec. 31, 2019, and a net loss of $28.97 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $516.28 million in total assets, $125.48 million in total current liabilities, $348.32 million in long-term debt, $26.95 million in operating lease liabilities (less current portion), $14.48 million in other long-term liabilities, $23.60 million in redeemable preferred stock, and a total stockholders' deficit of $22.57 million. AMERICAN VIRTUAL: Files for Chapter 11 to Pursue Sale ----------------------------------------------------- American Virtual Cloud Technologies, Inc., and its affiliates sought Chapter 11 bankruptcy protection to obtain a breathing space while they search for a buyer of the business. The Debtors offer cloud-based business communication services to customers looking to transition business-critical services, phone services and other business applications to the cloud. The Debtors' "Kandy" product enables service providers, enterprises, software vendors, systems integrators, partners, and developers to enrich their applications and services with real-time contextual communications, providing a more engaging user experience. CEO Kevin J. Keough explains the Debtors' need to seek bankruptcy protection is not due to shortcomings in its products, services, or technology. Rather, the Company remains an emerging growth company and as is typical of such companies at this phase in their life cycle, the Company continues to experience negative cash flow from operations while it has sought to grow to a profitable scale and it will, in short order, face a liquidity shortfall. According to Mr. Keough, although the Debtors have continued to grow revenue and have made tremendous strides recently in reducing costs to improve profitability and cash flows across its businesses, as a public company, the Debtors have a significant cost structure, including regulatory accounting, auditing and financial disclosure filing requirements that necessitate reporting functions and related professional staff and costs, that are disproportionately high in relation to the Company's revenues. With those costs, together with costs to fund current operations including research and development and capital investment requirements, the Company has struggled to grow to the scale necessary to generate positive cash flow that permits cash self-sufficiency. In response to these challenges, AVCT's Board of Directors, through a recently formed restructuring committee, actively pursued and examined a number of potential strategic alternatives. These efforts included engaging advisors to assist the Debtors in their efforts to restructure their debt, explore initiatives to improve operational efficiency, while at the same time exploring strategic alternatives, including a sale of assets. Specifically, after having made certain changes in the senior management team in the earlier part of 2022, and again in July/August 2022, the Debtors retained SOLIC Capital Advisors, LLC and SOLIC Capital, LLC, and Cole Schotz P.C. to assist the Debtors in analyzing their financial position and exploring potential strategic and operating restructuring initiatives. In late August 2022, the Debtors also retained Northland Capital Markets to advise the Company in connection with a comprehensive strategic review process that could lead to the sale of the Company or selected assets. Prepetition Sale Process Immediately upon its engagement, Northland identified and conducted a targeted outreach, contacting 79 prospective financial and/or strategic partners to gauge interest in a strategic transaction with the Debtors. A majority of those contacted requested more information, e.g., a "teaser" relative to the opportunity. Twenty-nine parties executed non-disclosure agreements and were provided access to a virtual data room with more than 500 documents (in addition to the commercial and financial information already publicly available in SEC filings) and these prospective buyers have conducted varying levels of diligence. In addition, the Company held 16 management presentations for prospective buyers. Based on the robust marketing process to date, the Debtors believe there is interest in some or all of the Debtors' business segments. The Company has already received, subject to further due diligence, three written term sheets/letters of intent to date and at least one other verbal expression of interest; with certain parties expressing an interest in acquiring only a portion of the Debtors' assets (e.g., some parties expressing an interest in the assets relating to UCaaS only, while others expressing an interest in CPaaS/DRaaS only), while others have having expressed an interest in all of the Debtors' assets. Sec. 363 Sale The Debtors have chosen to use these Chapter 11 cases to continue their marketing efforts and run a robust sale process, including a public auction, so that the Debtors can ultimately realize the highest and otherwise best value for the benefit of all parties in interest. The Debtors believe the opportunity to leverage a Chapter 11 marketing process -- together with the tools afforded to debtors-in-possession, including the opportunity to sell assets free and clear under Section 363 of the Bankruptcy Code -- is the optimal way to consummate a transaction that delivers value to stakeholders. However, given the Debtors' waning liquidity position, and after considering all of their alternatives, the Debtors believe that completing their sale process, through an expeditious postpetition marketing process, following several months of marketing efforts that have already taken place prepetition, would best preserve liquidity, help convert existing interest to tangible results, and otherwise maximize the value of the enterprise. About American Virtual American Virtual Cloud Technologies, Inc., and its affiliates offer cloud-based business communication services to customers looking to transition business-critical services, phone services and other business applications to the cloud. Its "Kandy" product is one of the largest pure-play providers of unified communications as a service (UCaaS), communications platform as a service (CPaaS), and Microsoft Teams Direct Routing as a Service (DRaaS) for blue-chip enterprise customers such as AT&T, IBM/Kyndryl, and Etisalat. On Jan. 11, 2023, American Virtual Cloud Technologies, Inc., and affiliates AVCtechnologies USA, Inc., and Kandy Communications LLC sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 23-10022). The Debtors disclosed $31,122,000 in total assets and $13,641,000 in total debt as of Sept. 30, 2022. The Debtors tapped COLE SCHOTZ P.C. as counsel; SOLIC CAPITAL ADVISORS, LLC, as financial advisor; and NORTHLAND SECURITIES as investment banker. KROLL RESTRUCTURING ADMINISTRATION LLC is the claims agent. ARMATA PHARMACEUTICALS: Closes $30M Credit Facility With Innoviva ----------------------------------------------------------------- Armata Pharmaceuticals, Inc. said it has closed a secured convertible credit agreement with Innoviva Strategic Opportunities LLC, a wholly-owned subsidiary of Innoviva, Inc., Armata's largest shareholder. The gross proceeds to the Company from the transaction is $30 million, before deducting estimated transaction-related expenses payable by the Company. Armata intends to use the net proceeds from this transaction to continue clinical development of AP-PA02 and AP-SA02. Additionally, these funds will finance the completion of an advanced biologics cGMP manufacturing facility with the technology and capacity to support production of complex multi-component phage therapeutics. When completed, Armata's new manufacturing facility is expected to enable the Company to execute late-stage and registrational trials and create strategic partnership opportunities leveraging the Company's core strength in advanced biologics manufacturing. The credit agreement provides for a one-year term loan facility in an aggregate amount of $30 million at an interest rate of 8.0% per annum. Pursuant to the credit agreement, the balance on the loan, including all accrued and unpaid interest thereon, will convert into shares of Armata's common stock upon the occurrence of a qualified financing. Any portion of the balance on the loan, including all accrued and unpaid interest thereon, may also be converted into shares of Armata's common stock at Innoviva's option once a registration statement covering the resale of such securities has been declared effective by the U.S. Securities and Exchange Commission. The loan is secured by substantially all of the assets of Armata and its domestic and foreign material subsidiaries. Armata has not issued any warrants in connection with the agreement. About Armata Pharmaceuticals Marina del Rey, CA-based Armata Pharmaceuticals, Inc. is a clinical-stage biotechnology company focused on the development of pathogen-specific bacteriophage therapeutics for the treatment of antibiotic-resistant and difficult-to-treat bacterial infections using its proprietary bacteriophage-based technology. Armata is developing and advancing a broad pipeline of natural and synthetic phage candidates, including clinical candidates for Pseudomonas aeruginosa, Staphylococcus aureus, and other pathogens. In addition, in collaboration with Merck, known as MSD outside of the United States and Canada, Armata is developing proprietary synthetic phage candidates to target an undisclosed infectious disease agent. Armata is committed to advancing phage with drug development expertise that spans bench to clinic including in-house phage specific GMP manufacturing. Armata reported a net loss of $23.16 million for the year ended Dec. 31, 2021, compared to a net loss of $22.18 million for the year ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $92.88 million in total assets, $47.30 million in total liabilities, and $45.58 million in total stockholders' equity. San Diego, California-based Ernst & Young LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 17, 2022, citing that the Company has suffered recurring losses and negative cash flows from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. ARTIVION INC: Moody's Lowers CFR to B3, Outlook Stable ------------------------------------------------------ Moody's Investors Service downgraded Artivion, Inc.'s Corporate Family Rating to B3 from B2 and its Probability of Default Rating to B3-PD from B2-PD. Moody's also downgraded the ratings on the company's first lien credit facilities to B2 from B1, and the speculative grade liquidity rating (SGL) to SGL-3 from SGL-1. The outlook is stable. The ratings downgrade reflects Artivion's persistently high leverage (above 9x on Moody's adjusted basis) as a result of inflationary cost pressures on the company's earnings. While Artivion continues to generate good organic top-line growth in the high single-digits, supply chain headwinds and elevated R&D costs negatively impacted profitability and deleveraging progress in 2022. As a partial mitigant, Moody's forward-looking view incorporates lower R&D expense over the next 12-18 months on the heels of a suspended clinical trial (for PROACT Xa), with further margin improvement vis-à-vis operating leverage. The stable outlook reflects Artivion's adequate liquidity profile, as well as the company's good growth prospects, including Moody's expectations that the company's strong sales volumes and improving margin profile will drive good organic earnings progress over the next two years. Governance risk consideration is a factor in this rating action. While Artivion has moderate financial policies with a publicly articulated net leverage target at 3.0x, the company has maintained very high leverage over the last few years. As a result, the rating incorporates Moody's view that Artivion has highly negative credit exposure to governance risk considerations (G-4). Downgrades: Issuer: Artivion, Inc. Corporate Family Rating, Downgraded to B3 from B2 Probability of Default Rating, Downgraded to B3-PD from B2-PD Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-1 Senior Secured First Lien Revolving Credit Facility, Downgraded to B2 (LGD3) from B1 (LGD3) Senior Secured First Lien Term Loan, Downgraded to B2 (LGD3) from B1 (LGD3) Outlook Actions: Issuer: Artivion, Inc. Outlook, Changed To Stable From Negative RATINGS RATIONALE Artivion's B3 CFR reflects its high debt/EBITDA (above 9x on Moody's adjusted basis; Moody's does not add back stock-based compensation to adjusted EBITDA, adding approximately 2x turns of leverage vs. management). The rating also incorporates Artivion's narrow focus on aortic medical devices and tissue processing, as well as limited scale, with revenue of $314 million as of the LTM period ending September 30, 2022. The company is also reliant on three product groups for -70% of its revenue. The B3 CFR is supported by Artivion's strong growth prospects driven by increasing market share in existing markets as well as international expansion. Demand for the company's heart valve and stent products continues to be robust and the company is expanding in new markets in Latin America and Southeast Asia. While the suspension of the On-X ProACT XA clinical trial in September 2022 may impact longer-term growth prospects, the near-term R&D expense savings will have a positive credit impact due to an estimated -$10 million in annualized run-rate cost savings. Artivion has a credible market presence in its key products, as well as a meaningful level of geographic diversification with approximately 46% of sales generated outside the United States. Moody's also notes that demand for the company's products should be insulated from a potential recession, as patients with cardio conditions cannot reasonably defer procedures. Moody's expects that Artivion's forward margin profile will benefit from reduced R&D expenses as previously mentioned, as well as supply chain headwinds that may ease over time. Moody's expects continued strong organic top-line growth at higher margins to boost the company's earnings profile and drive deleveraging over the next 12-18 months. To that end, Moody's expects leverage to trend toward 7x over this time period. Artivion's liquidity is adequate (SGL-3), supported by $38 million of cash as of September 30, 2022. Moody's expects the company to be approximately free cash flow breakeven over the next 12-18 months. The company continues to have full access under its $30 million revolving credit facility. The company is subject to a springing leverage test of net first lien leverage of 5.25x if more than 25% of the revolving credit facility is utilized. Moody's does not expect that the covenant will be tested. While Moody's does not anticipate any material asset sales, the company does have discrete product lines that could be sold to raise cash, providing potential alternate sources of liquidity. Artivion's ESG credit impact score is highly negative (CIS-4, previously CIS-3). The score reflects highly negative exposure to governance risk (G-4, previously G-3) driven by aggressive financial strategy and risk management. The company has maintained very high leverage for an extended period, despite its net leverage target of 3.0x by 2024. The score also reflects highly negative exposure to social risks (S-4), driven by responsible production. As a manufacturer of medical devices that are inserted into the body, such as heart valves and stent grafts, the company can have exposure to risks such as product recalls, regulatory actions or product liability litigation. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be downgraded if the company is unable to delever towards 7x Moody's adjusted debt/EBITDA over the next 12 to 18 months. In addition, ratings could be downgraded if Artivion's financial policies became more aggressive, or if the company's liquidity weakens, including sustained negative free cash flow with EBITA/interest below 1.0x. Ratings could be upgraded if the company is able to sustain high single digit growth in both revenue and EBITDA. Further diversification of the portfolio by product and geography would also support a positive rating action. Quantitatively, ratings could be upgraded if debt/EBITDA is sustained below 6.0 times while improving liquidity with persistent positive free cash flow. Headquartered outside Atlanta, Georgia, Artivion is a leader in the manufacturing, processing, and distribution of medical devices and implantable tissues used in cardiac and vascular surgical procedures focused on aortic repair. Artivion markets and sells products in more than 100 countries worldwide. Revenues are approximately $314 million as of the LTM period ending September 30, 2022 and the company is publicly traded. The principal methodology used in these ratings was Medical Products and Devices published in October 2021. ASPIRA WOMEN'S: Expects to Save $6 Million From Staff Reduction --------------------------------------------------------------- Aspira Women's Health Inc. announced preliminary fourth quarter highlights. Preliminary Fourth Quarter Highlights * The number of OvaSuite tests performed increased 23% to 21,424 tests during the year ended Dec. 31, 2022, compared to 17,377 tests for the same period in 2021. * The number of OvaSuite tests performed increased 18% to 5,643 tests during the three months ended Dec. 31, 2021, compared to 4,768 tests for the same period in 2021. * Average daily volume reached a new high in the fourth quarter, increasing to 86.8 * Preliminary analysis indicates that the company has achieved previously provided cash utilization guidance for the fourth quarter of between $6-8 million. Aspira President and CEO, Nicole Sandford, states, "Our year-over-year growth demonstrates consistent provider adoption and the growing trust in our Ova1plus ovarian cancer risk assessment test. To further accelerate the trajectory of our OvaSuite product portfolio in 2023, we identified our most impactful sales and marketing practices and have made immediate adjustments to our strategies as a result. Territories have been expanded for our most effective field representatives, and we plan to create more high-touch physician educational opportunities based on the recently published OvaWatch clinical study in a well-respected journal. We are also taking steps to optimize our relationship with BioReference following the successful launch of our co-marketing and distribution agreement in the fourth quarter." Ms. Sandford continued, "We continue to make progress on cost containment, comfortably meeting our previously provided cash utilization guidance. Including the force reduction we executed last week, we expect to save more than $6 million dollars, plus the cost of benefits, in 2023 related to redundant roles. We do not expect these reductions to have a material impact on our growth plans. I believe our current resources and incremental revenue will sustain the company through its product innovation and growth goals in 2023," Ms. Sandford concluded. About Aspira Women's Health Formerly known as Vermillion, Inc., Aspira Women's Health Inc. -- http://www.aspirawh.com-- is transforming women's health with the discovery, development and commercialization of innovative testing options and bio-analytical solutions that help physicians assess risk, optimize patient management and improve gynecologic health outcomes for women. OVA1 plus combines its FDA-cleared products OVA1 and OVERA to detect risk of ovarian malignancy in women with adnexal masses. ASPiRA GenetiXSM testing offers both targeted and comprehensive genetic testing options with a gynecologic focus. With over 10 years of expertise in ovarian cancer risk assessment ASPIRA has expertise in cutting-edge research to inform its next generation of products. Its focus is on delivering products that allow healthcare providers to stratify risk, facilitate early detection and optimize treatment plans. Aspira Women's reported a net loss of $31.66 million for the year ended Dec. 31, 2021, a net loss of $17.91 million for the year ended Dec. 31, 2020, a net loss of $15.24 million for the year ended Dec. 31, 2019, and a net loss of $11.37 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $23.94 million in total assets, $12.76 million in total liabilities, and $11.18 million in total stockholders' equity. AVAYA HOLDINGS: CEO Masarek to Get $6 Million Cash Award -------------------------------------------------------- Edward Gately of Channel Futures reports that potentially nearing a second chapter 11 bankruptcy filing, Avaya has approved a $6 million cash award to CEO Alan Masarek. Avaya reported the cash award in a U.S. Securities and Exchange Commission (SEC) filing. Last July 2022, it hired Masarek as CEO to help restructure the company. In September, it began companywide layoffs. On Dec. 21, 2022, Avaya approved certain terms related to the company's compensation programs for the fiscal year ending Sept. 30, 2023. Those include the $6 million cash award to Masarek and $1.2 million to Shefali Shah, chief administrative officer. The company added to Shah's responsibilities to help improve its financial standing. The cash awards are subject to a "recapture" provision that generally requires repayment in the event of a voluntary departure or termination "for cause" prior to Sept. 30 for Shah and Dec. 31, 2022 for Masarek. "These cash awards are being paid in lieu of any bonus payment opportunity under the company's annual incentive plan that would have otherwise been established for these executives in FY 2023, and also in lieu of the long-term equity incentive awards that historically would have been granted in the beginning of FY 2023," Avaya said in its SEC filing. Avaya previously gave Masarek a $4 million sign-on bonus. Avaya Stock Trading Below NYSE's Required Minimum Also in late December 2022, the New York Stock Exchange (NYSE) notified Avaya that the 30-day average closing price of its stock didn't meet its required minimum of $1. Its stock price was below 20 cents a share on Wednesday. The company's shares fell nearly 97% in 2022. The NYSE notice does not result in the immediate delisting of Avaya's stock from the NYSE. "In accordance with the NYSE rules, the company intends to notify the NYSE of its intent to cure the stock price deficiency and return to compliance with the NYSE continued listing standards," Avaya said in an SEC filing. "The company can regain compliance at any time within the six-month cure period following receipt of the NYSE notice if on the last trading day of any calendar month during the cure period, the company has a closing share price of at least $1 and an average closing share price of at least $1 over the 30 consecutive trading-day period ending on the last trading day of such month. The common stock will continue to be listed and trade on the NYSE during the six-month cure period, subject to the company's compliance with other NYSE continued listing standards." Avaya could be nearing a bankruptcy filing in a bid to revamp its business and to overcome accounting problems. In December 2022, people familiar with the matter said there was substantial doubt about the company's "ability to continue" considering a debt maturity next year, the Wall Street Journal reported. Avaya wouldn't comment to Channel Futures about Masarek's payout or the company's stock price beyond what's in the SEC filing. About Avaya Holdings Avaya Holdings Corp. offers digital communications products, solutions and services for businesses of all sizes delivering its technology predominantly through software and services. Avaya Inc. and 17 of its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-10089) on Jan. 19, 2017. Its Plan of Reorganization was declared effective and Avaya exited bankruptcy on Dec. 15, 2017. In that case, the Debtors tapped Kirkland & Ellis LLP as legal counsel; Centerview Partners LLC as investment banker; and Zolfo Cooper LLC as restructuring advisor. Morrison & Foerster was the creditors committee's counsel. Stroock & Stroock & Lavan LLP and Rothschild, Inc., served as advisors to the Ad Hoc Crossholder Group. Avaya Holdings reported a net loss of $13 million for the year ended Sept. 30, 2021, a net loss of $680 million for the year ended Sept. 30, 2020, and a net loss of $671 million for the year ended Sept. 30, 2019. * * * In August 2022, Moody's Investors Service downgraded the Corporate Family Rating of Avaya Holdings Corp. to Caa2 from B3. Moody's said Avaya's Caa2 CFR reflects the Company's unsustainably high financial leverage, sustained cash burn, and increased near term performance challenges that may worsen substantially as customers reassess Avaya's financial standing. As reported by the TCR on Dec. 20, 2022, S&P Global Ratings lowered its issuer credit rating on Avaya Holdings Corp. to 'CC' from 'CCC-'. S&P said, "We think Avaya, lacking alternative options to strengthen its balance sheet, is very likely to pursue a debt restructuring, which we consider tantamount to, or filing for, bankruptcy protection." AVAYA HOLDINGS: Vanguard Group Has 4.5% Stake as of Dec. 30 ----------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, The Vanguard Group disclosed that as of Dec. 30, 2022, it beneficially owns 3,917,250 shares of common stock of Avaya Holdings Corp., representing 4.51 percent of the Shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/102909/000110465923002596/tv0022-avayaholdingscorp.htm About Avaya Holdings Avaya Holdings Corp. offers digital communications products, solutions and services for businesses of all sizes delivering its technology predominantly through software and services. Avaya reported a net loss of $13 million for the year ended Sept. 30, 2021, a net loss of $680 million for the year ended Sept. 30, 2020, and a net loss of $671 million for the year ended Sept. 30, 2019. * * * As reported by the TCR on Dec. 20, 2022, S&P Global Ratings lowered its issuer credit rating on Avaya Holdings Corp. to 'CC' from 'CCC-'. S&P said, "We think Avaya, lacking alternative options to strengthen its balance sheet, is very likely to pursue a debt restructuring, which we consider tantamount to, or filing for, bankruptcy protection." In August 2022, Moody's Investors Service downgraded the Corporate Family Rating of Avaya Holdings Corp. to Caa2 from B3. Moody's said Avaya's Caa2 CFR reflects the Company's unsustainably high financial leverage, sustained cash burn, and increased near term performance challenges that may worsen substantially as customers reassess Avaya's financial standing. BANTEC INC: Incurs $2.7 Million Net Loss in FY Ended Sept. 30 ------------------------------------------------------------- Bantec, Inc. has filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $2.67 million on $2.47 million of sales for the year ended Sept. 30, 2022, compared to a net loss of $1.88 million on $2.42 million of sales for the year ended Sept. 30, 2021. As of Sept. 30, 2022, the Company had $738,946 in total assets, $16.63 million in total liabilities, $685,440 in temporary equity, and a total stockholders' deficit of $16.58 million. Boca Raton, Florida-based Salberg & Company, P.A., the Company's auditor since 2017, issued a "going concern" qualification in its report dated Jan. 12, 2023, citing that the Company has a net loss and cash used in operations of $2,673,346 and $1,644,132 respectively, in fiscal 2022, and has a working capital deficit, stockholders' deficit and accumulated deficit of $15,800,583, $16,578,533 and $35,630,186, respectively at Sept. 30, 2022. These matters raise substantial doubt about the Company's ability to continue as a going concern. Bantec stated, "While we have revenues as of this date, no significant construction, environmental or drone revenues are anticipated until we are implementing our full strategic plan of acquisitions and organic growth. We must raise cash to implement our strategy to grow and expand per our business plan. We anticipate over the next 12 months the cost of being a reporting public company will be approximately $250,000. "We are currently issuing shares under the S-1 offering but expect to raise additional proceeds with debt securities, and/or more loans, however if sufficient funding is not available, we would be required to cease business operations. As a result, investors would lose all of their investment. Under the terms of our credit agreement with TCA, all potential new investments must first be reviewed and approved by TCA, which may constrain our options for new fundraising. However, we have been in contact with the receiver for the TCA management companies and funds and do not expect any such objections over investment opportunities." A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001704795/000121390023002427/f10k2022_bantecinc.htm About Bantec Inc. Bantec, Inc., a product and service company, through its subsidiaries and divisions, sells drones and related products manufactured by third parties to various parties, including facility managers, engineers, maintenance managers, purchasing managers and contract officers who work for hospitals, universities, manufacturers, commercial businesses, local and state governments and the US Government. The Company also offers technical services related to drone utilization. Through Bantec Sanitizing (a division of Bantec), through its franchising efforts, the Company sells disinfecting products and equipment to facility owners in hospitals, universities, manufacturers and building owners. BED BATH & BEYOND: Closes 150 Stores as It Mulls Chapter 11 Filing ------------------------------------------------------------------ Kristopher Fraser of WWD reports that the fans of Bed, Bath & Beyond can prepare to say goodbye to many of the retail chain's stores. The company recently revealed more than 150 store closures amid ongoing struggles that president and chief executive officer Sue Gove referenced in a statement Thursday, January 5, 2023. Store closures have been underway since last year. Bed, Bath & Beyond shuttered 37 locations in the U.S. across 19 states. The retailer closed doors in New York, California, Florida, Alabama, Arizona, Georgia, Idaho, Missouri, Mississippi, Montana, Michigan, New Jersey and Minnesota. Bed, Bath & Beyond already had a plan in place to close 200 stores over two years, remodel 450 locations and focus more on e-commerce. Plans are also underway to issue new Bed, Bath & Beyond shares to shareholders, which fell as much as 26.5 percent. The company's biggest investor was GameStop Corp. chairman Ryan Cohen, who left the brand earlier this January 2023. Earlier Thursday, January 5, 2023, Bed, Bath & Beyond commented on the future of its business, saying it has "substantial doubt" about the company's ability to continue. The retailer added it is considering all "strategic alternatives," including restructuring and refinancing its debt, seeking additional debt or equity capital, reducing or delaying the company's business activities and strategic initiatives, selling assets and filing for bankruptcy. "These measures may not be successful," the brand noted in a statement. Gove expanded on the strategy for a potential turnaround. "Our plan has two anchors: the first enables us to refocus merchandising and inventory, operate more efficiently, and grow our digital and omni-capabilities, and the second focuses on strengthening our financial position," she said. "Transforming an organization of our size and scale requires time, and we anticipate that each coming quarter will build on our progress." About Bed Bath & Beyond Bed Bath & Beyond Inc., together with its subsidiaries, is an omnichannel retailer selling a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operate under the names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face Values. The Company also operates Decorist, an online interior design platform that provides personalized home design services. The Company reported a net loss of $559.62 million for the fiscal year ended Feb. 26, 2022, a net loss of $150.77 million for the year ended Feb. 27, 2021, and a net loss of $613.82 million for the year ended Feb. 29, 2020. As of Aug. 27, 2022, the Company had $4.66 billion in total assets, $5.24 billion in total liabilities, and a total shareholders' deficit of $577.65 million. * * * As reported by the TCR on Nov. 16, 2022, S&P Global Ratings lowered its issuer credit rating on Union, N.J.-based specialty home retailer Bed Bath & Beyond Inc. (BBBY) to 'SD' (selective default) from 'CC'. This action follows the Company's announcement of privately negotiated exchanges of over $150 million par value of its senior unsecured notes for the company's common stock. S&P views the exchange as distressed and not opportunistic. As reported by the TCR on Nov. 28, 2022, Moody's Investors Service retained Bed Bath's corporate family rating at Ca and the outlook remains stable. According to Moody's, Bed Bath & Beyond's Ca corporate family rating reflects the very high likelihood of further defaults over the next twelve months. BED BATH & BEYOND: Posts $393 Million Net Loss in Third Quarter --------------------------------------------------------------- Bed Bath & Beyond Inc. reported a net loss of $392.97 million on $1.26 billion of net sales for the three months ended Nov. 26, 2022, compared to a net loss of $276.43 million on $1.88 million of net sales for the three months ended Nov. 27, 2021. For the nine months ended Nov. 26, 2022, the Company reported a net loss of $1.11 billion on $4.16 billion of net sales compared to a net loss of $400.52 million on $5.81 billion of net sales for the nine months ended Nov. 27, 2021. As of Nov. 26, 2022, the Company had $4.40 billion in total assets, $5.20 billion in total liabilities, and a total shareholders' deficit of $798.64 million. Sue Gove, president & CEO of Bed Bath & Beyond Inc. said, "At the beginning of the third quarter, we initiated a turnaround plan anchored on serving our loyal customers, following a period when our merchandise and strategy had veered away from their preferences. Although we moved quickly and effectively to change the assortment and other merchandising and marketing strategies, inventory was constrained and we did not achieve our goals. We will continue to rebalance our assortment towards National Brands and refine our Owned Brands mix to reflect the deep understanding of our customer, along with the selection and value only we can offer in the Home and Baby markets. We are actively pursuing higher in-stock levels to meet proven demand." Ms. Gove continued, "We are implementing our plan expeditiously while managing our financial position in a changing landscape. We are delivering on our aggressive second half commitment of $250 million in SG&A optimization, or $500 million in annualized savings. We are also on track to achieve the 150 store closures that we previously outlined, which will further enable us to allocate resources according to customer demand. Our organization is more streamlined and we have adopted a more focused infrastructure that reflects our current business. "For decades, Bed Bath & Beyond has set the pace across the sector and we have commanded our position in retail through many different economic cycles and alongside a continuously evolving customer. We believe our concrete advantages in defining categories, offering broad and curated selections, and delivering for customers are compelling reasons why we will continue to command a formidable presence in the Home and Baby categories into the future. "As we shared last week, we continue to work with advisors as we consider all strategic alternatives to accomplish our near- and long-term goals. We have a team, internally and externally, with proven experience helping companies successfully navigate complex situations and become stronger. Multiple paths are being explored and we are determining our next steps thoroughly, and in a timely manner. We are committed to updating all stakeholders on our plans as they develop and finalize – particularly our employees and partners, who are the essential catalysts of our business and the cornerstones of our future." Ms. Gove concluded, "We want our customers to know that we hear them and are charging ahead every day to meet their needs. Our entire organization is laser-focused on maximizing the value of our company by reconnecting with our customers and positioning Bed Bath & Beyond, buybuy BABY, and Harmon for long-term success." A full-text copy of the press release is available for free at: https://www.sec.gov/Archives/edgar/data/886158/000088615823000002/exhibit991-pressreleaseq32.htm About Bed Bath & Beyond Bed Bath & Beyond Inc., together with its subsidiaries, is an omnichannel retailer selling a wide assortment of merchandise in the Home, Baby, Beauty & Wellness markets and operate under the names Bed Bath & Beyond, buybuy BABY, and Harmon, Harmon Face Values. The Company also operates Decorist, an online interior design platform that provides personalized home design services. The Company reported a net loss of $559.62 million for the fiscal year ended Feb. 26, 2022, a net loss of $150.77 million for the year ended Feb. 27, 2021, and a net loss of $613.82 million for the year ended Feb. 29, 2020. As of Aug. 27, 2022, the Company had $4.66 billion in total assets, $5.24 billion in total liabilities, and a total shareholders' deficit of $577.65 million. * * * As reported by the TCR on Jan. 11, 2023, S&P Global Ratings raised its issuer credit rating on Union, N.J.-based specialty home retailer Bed Bath & Beyond Inc. (BBBY) to 'CC' from 'SD' (selective default). S&P said, "The 'CC' rating and negative outlook on BBBY reflects our view that while not actively in default, the company is highly vulnerable and a distressed transaction or broader restructuring is a virtual certainty based on its deteriorating liquidity position, challenging operating conditions, and the looming maturities of its outstanding 2024 notes." As reported by the TCR on Nov. 28, 2022, Moody's Investors Service retained Bed Bath's corporate family rating at Ca and the outlook remains stable. According to Moody's, Bed Bath & Beyond's Ca corporate family rating reflects the very high likelihood of further defaults over the next twelve months. BERTUCCI'S RESTAURANTS: Two New Committee Members Appointed ----------------------------------------------------------- The U.S. Trustee for Region 21 appointed Medford Wellington Service Company, Inc. and Frontier Drive Metro Center, LP as new members of the official committee of unsecured creditors in the Chapter 11 case of Bertucci's Restaurants, LLC. As of Jan. 10, the members of the committee are: 1. NCR Corporation c/o Ashley Thompson, Law Department 864 Spring Street, NE Atlanta, GA 30308 Telephone No.: (770) 212-5034 Email: ashley.thompson@ncr.com 2. Springfield Square Central, LP c/o Robert Langer 1001 Baltimore Pike Springfield, PA 19064 Telephone No.: (610) 328-1700 Email: rlanger@nrcdelco.com 3. Simon Property Group, Inc. c/o Ronald M. Tucker, VP and Bankruptcy Counsel 225 West Washington Street Indianapolis, IN 46204 Telephone No.: (317) 263-2346 Email: rtucker@simon.com 4. Medford Wellington Service Company, Inc. c/o Michael LaCrosse, Chief Executive Officer 9 Executive Park Drive #100 North Billerica, MA 01862 Telephone No.: (617) 501-7873 Email: mlacrosse@medfordwellington.com 5. Frontier Drive Metro Center, LP c/o Doug Jung Lockbox #283523 P.O. Box 713523 Philadelphia, PA 19171-3523 Email: doug.jung@grosvenor.com About Bertucci's Restaurants Bertucci's Restaurants LLC -- https://www.bertuccis.com – doing business as Bertucci's Brick Oven Pizza & Pasta, is an American chain of restaurants offering pizza and Italian food. The company is based in Orlando, Fla. Bertucci's Restaurants filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-04313) on Dec. 5, 2022. In the petition filed by Jeffrey C. Sirolly, secretary, the Debtor reported assets between $10 million and $50 million and liabilities between $50 million and $100 million. Judge Grace E. Robson oversees the case. R. Scott Shuker, Esq., at Shuker & Dorris, PA serves as the Debtor's counsel. The U.S. Trustee for Region 21 appointed an official committee of unsecured creditors in the Debtor's Chapter 11 case on Jan. 9, 2023. BIOLASE INC: Falls Short of Nasdaq Bid Price Requirement -------------------------------------------------------- Biolase, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission it received on Jan. 11, 2023 a deficiency letter from the Listing Qualifications Department of the Nasdaq Stock Market notifying the Company that, for the last 30 consecutive business days, ending on Jan. 10, 2023, the bid price for the Company's common stock had closed below the minimum $1.00 per share requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq rules, the Company has been provided an initial period of 180 calendar days, or until July 10, 2023, to regain compliance with the Bid Price Rule. If, at any time before the Compliance Date, the bid price for the Company's common stock closes at $1.00 or more for a minimum of 10 consecutive business days, the Staff will provide written notification to the Company that it complies with the Bid Price Rule. If the Company does not regain compliance with the Bid Price Rule by the Compliance Date, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company would need to provide written notice of its intention to cure the deficiency during the additional compliance period, by effecting a reverse stock split, if necessary, provided that it meets the continued listing requirement for the market value of publicly held shares and all other initial listing standards, with the exception of the bid price requirement. If the Company does not regain compliance with the Bid Price Rule by the Compliance Date and is not eligible for an additional compliance period at that time, the Staff will provide written notification to the Company that its common stock may be delisted. At that time, the Company may appeal the Staff's delisting determination to a NASDAQ Listing Qualifications Panel. The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider available options to regain compliance with the Bid Price Rule. About Biolase BIOLASE, Inc. -- http://www.biolase.com-- is a medical device company that develops, manufactures, markets, and sells laser systems for the dentistry and medicine industries. The Company's proprietary systems allow dentists, periodontists, endodontists, pediatric dentists, oral surgeons, and other dental specialists to perform a broad range of minimally invasive dental procedures, including cosmetic, restorative, and complex surgical applications. Biolase reported a net loss of $16.16 million for the year ended Dec. 31, 2021, a net loss of $16.83 million for the year ended Dec. 31, 2020, a net loss of $17.85 million for the year ended Dec. 31, 2019, and a net loss of $21.52 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $42.86 million in total assets, $29.01 million in total liabilities, and $13.86 million in total stockholders' equity. BLACKSTONE OILFIELD: Unsecureds to Get Share of GUC Pool in Plan ---------------------------------------------------------------- Blackstone Oilfield Services, LLC filed with the U.S. Bankruptcy Court for the District of New Mexico a Subchapter V Plan dated January 9, 2023. Founded in 2018, the Debtor is a New Mexico limited liability company, that provides services to the oil and gas industry in Colorado, Utah and on the Navajo Nation. The services the Debtor provides include work over rigs, consulting, and trucking. The Chapter 11 filing was precipitated by certain disputes between the Debtor and 4 Corners. During the course of the Bankruptcy Case, the Debtor and 4 Corners participated in a mediation on November 17, 21, and 22, 2022, in which the Honorable Robert H. Jacobvitz served as mediator. The mediation resulted in a global resolution of all disputes between the Debtor and 4 Corners, as memorialized in the 4 Corners Settlement Agreement and approved by the Court pursuant to the Default Order on Debtor's Motion to Approve Settlement Between the Debtor and 4 Corners Well Service, Inc. entered on December 23, 2022. Class 1 consists of the Claims of each of the Critical Vendors. Any such payment on account of a Critical Vendor Claim shall be in full and final satisfaction of such Critical Vendor Claim. Any payments to be made to one or more Critical Vendors shall be entirely within the discretion of the Reorganized Debtor and no Critical Vendor shall have standing, or the right, to compel the Reorganized Debtor to make such Critical Vendor payment. Class 2 consists of non-priority general unsecured Claims, including, but not limited to general unsecured claims of trade vendors, unsecured claims of lenders who provided loans to the Debtor, claims arising from the rejection of executory contracts or unexpired leases, but excluding all Claims held by 4 Corners. Allowed Class 2 unsecured non-priority Claims shall be paid pro rata from the Unsecured Creditors Pool in equal quarterly installments, over a period of 60 months commencing with the first payment date following the Effective Date, unless such payment is accelerated in the sole discretion of the Reorganized Debtor. The allowed unsecured claims total $1,616,593. Class 3 consists of all Administrative, Priority, and nonpriority Claims held by 4 Corners, including all Claims arising out of the 4 Corners Settlement Agreement. Allowed Class 3 Claims shall be paid in accordance with the 4 Corners Settlement Agreement, which is incorporated herein by reference, shall be paid as provided for herein: * 4 Corners shall have an Allowed non-priority unsecured Claim in the amount of $1,300,000, payable as follows: -- The Reorganized Debtor shall pay to 4 Corners the Allowed non-priority unsecured Claim in the amount of $300,000 in monthly installments of $6,250 each for a period of 48 months. The first such payment is due on the first day of the month immediately following the Effective Date. -- The Reorganized Debtor shall pay an additional amount to 4 Corners based on a percentage of the Reorganized Debtor's gross revenue (determined on a cash basis) in calendar years 2023, 2024, 2025, and 2026. -- Pursuant to 4 Corners Settlement Agreement § 2(b), if the Debtor is unable to negotiate a reduced amount due for repairs to Unit 40, the Debtor will be granted a credit of $1,5000 against the 4 Corners' $1,300,000 Allowed nonpriority unsecured Claim. * 4 Corners shall have an Allowed Administrative, as follows: -- Pursuant to 4 Corners Settlement Agreement § 2(d), if the Debtor fails to surrender all of the Equipment to 4 Corners by January 31, 2023, 4 Corners shall have an Allowed Administrative Claim in the amount of $1,000 per day until all of the Equipment is surrendered to 4 Corners. -- Pursuant to 4 Corners Settlement Agreement § 6(b), 4 Corners shall have an Allowed Administrative Claim in the amount of $20,000, payable by the Effective Date. * Subject to the cure provisions set forth in the 4 Corners Settlement Agreement, if the Debtor or the Reorganized Debtor (as applicable), is in default under any term of the 4 Corners Settlement Agreement, 4 Corners may accelerate the unpaid amount of its Allowed Claim (consisting of its Allowed non-priority unsecured claim of $1,300,000 and its Allowed Administrative Claim) and pursue remedies in any court of competent jurisdiction. Class 4 consists of the respective equity Interests of Myron Dee, Delbert Dee and Leonard Dee in the Debtor. Each holder of an Allowed Class 4 Interest will receive an Interest in the Reorganized Debtor in the same allocation as the holder of such Interest had in the Debtor. After the Effective Date, the Reorganized Debtor shall conduct business operations consistent with the operations of the Debtor prior to Effective Date. Cash necessary to fund payments under the Plan shall be realized from the Reorganized Debtor's normal business operation and cash on hand as of the Effective Date. A full-text copy of the Subchapter V Plan dated January 9, 2023 is available at https://bit.ly/3k9mrFV from PacerMonitor.com at no charge. Attorneys for the Debtor: Joseph Yar, Esq. Gerald Velarde, Esq. Scott Cargill, Esq. Velarde & Yar 4004 Carlisle Blvd NE, Suite S Albuquerque, NM 87107 Tel: (505) 248-0050 Email: joseph@yarlawoffice.com About Blackstone Oilfield Services Blackstone Oilfield Services, LLC is a licensed and bonded freight shipping and trucking company running freight hauling business. On July 26, 2022, Blackstone Oilfield Services filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.M. Case No. 22-10605). The Debtor has elected to proceed under Subchapter V of Chapter 11. Brian Foltyn serves as Subchapter V trustee. Judge David T. Thuma oversees the case. Joseph Yar, Esq., at of Velarde & Yar is the Debtor's bankruptcy counsel. BLOCKFI INC: Crypto Withdrawals Should Remain Intact, Users Say --------------------------------------------------------------- James Nani of Bloomberg Law reports that customers of bankrupt BlockFi Inc. are objecting to the cryptocurrency lender's attempt to undo hundreds of millions of dollars worth of their crypto withdrawals made shortly before its bankruptcy in November 2022. Calling the dispute a user interface issue, BlockFi last month said that customers sought to withdraw assets on its platform even though the company had frozen accounts on Nov. 10, 2022. BlockFi contends that the transfers didn't actually occur and asked the court for permission to adjust its user interface to reflect what it said is the "proper accounting of digital assets" in its accounts. About BlockFi BlockFi is building a bridge between digital assets and traditional financial and wealth management products to advance the overall digital asset ecosystem for individual and institutional investors. BlockFi was founded in 2017 by Zac Prince and Flori Marquez and in its early days had backing from influential Wall Street investors like Mike Novogratz and, later on, Valar Ventures, a Peter Thiel-backed venture fund as well as Winklevoss Capital, among others. BlockFi made waves in 2019 when it began providing interest-bearing accounts with returns paid in Bitcoin and Ether, with its program attracting millions of dollars in deposits right away. BlockFi grew during the pandemic years and had offices in New York, New Jersey, Singapore, Poland and Argentina. BlockFi worked with FTX US after it took an $80 million hit from the bad debt of crypto hedge fund Three Arrows Capital, which imploded after the TerraUSD stablecoin wipeout in May 2022. BlockFi had significant exposure to the companies founded by former FTX Chief Executive Officer Sam Bankman-Fried. BlockFi received a $400 million credit line from FTX US in an agreement that also gave FTX the option to acquire BlockFi through a bailout orchestrated by Bankman-Fried over the summer. BlockFi also had collateralized loans to Alameda Research, the trading firm co-founded by Bankman-Fried. BlockFi is the latest crypto firm to seek bankruptcy amid a prolonged slump in digital asset prices. Lenders Celsius Network LLC and Voyager Digital Holdings Inc. also filed for court protection this year. Kirkland & Ellis is also advising Celsius and Voyager in their separate Chapter 11 cases. BlockFi Inc. and eight affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 22-19361) on Nov. 28, 2022. In the petitions signed by their chief executive officer, Zachary Prince, the Debtors reported $1 billion to $10 billion in both assets and liabilities. Judge Michael B. Kaplan oversees the cases. The Debtors taped Kirkland & Ellis and Haynes and Boone, LLP as general bankruptcy counsels; Walkers (Bermuda) Limited as special Bermuda counsel; Cole Schotz, P.C. as local counsel; Berkeley Research Group, LLC as financial advisor; Moelis & Company as investment banker; and Street Advisory Group, LLC as strategic and communications advisor. Kroll Restructuring Administration, LLC is the notice and claims agent. CANO HEALTH: JPMorgan Chase Holds 6.4% of Class A Shares -------------------------------------------------------- JPMorgan Chase & Co. disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 30, 2022, it beneficially owns 15,724,437 shares of Class A common stock of Cano Health, Inc., representing 6.4 percent of the Shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1800682/000001961723000044/Cano_Health_Inc.htm About Cano Health Cano Health, Inc. (NYSE: CANO) -- canohealth.com -- is a high-touch, technology-powered healthcare company delivering personalized, value-based primary care to more than 290,000 members. With its headquarters in Miami, Florida, Cano Health is transforming healthcare by delivering primary care that measurably improves the health, wellness, and quality of life of its patients and the communities it serves. Founded in 2009, Cano Health operates primary care medical centers and supports affiliated providers in nine states and Puerto Rico. Cano Health reported a net loss of $116.74 million in 2021, a net loss of $71.06 million in 2020, and a net loss of $19.78 million in 2019. For the nine months ended Sept. 30, 2022, the Company reported a net loss of $126.66 million. CAVALIER PHARMACY: Starts Chapter 11 Subchapter V Case ------------------------------------------------------ Cavalier Pharmacy Inc. filed for chapter 11 protection in the Western District of Virginia. The Debtor elected on its voluntary petition to proceed under Subchapter V of chapter 11 of the Bankruptcy Code. Formed in 2004, the Debtor operates a pharmacy in Wise, Virginia. The Debtor has filed with the Bankruptcy Court a motion to use cash collateral and pay prepetition employee payroll. The primary event triggering the filing of the Chapter 11 case was an audit by CVS-Caremark and resulting alleged overpayments from CVS-Caremark to the Debtor from June 2021 to June 2022. The products in question were masks sold by the Debtor, that came to the Debtor in packages of five; the pharmacy billed for the sale of one mask and CVS-Caremark allegedly paying the price for one package of five masks. As a result of the alleged overpayments, CVS-Caremark, through the PSAO HealthMart Atlas, is not releasing monies due to the Debtor from CVS-Caremark and other insurance providers; therefore, cash flow of the Debtor has been significantly reduced. According to court filings, Cavalier Pharmacy estimates between $1 million and $10 million in debt owed to 1 to 49 creditors. The petition states that funds will be available to unsecured creditors. About Cavalier Pharmacy Cavalier Pharmacy Inc. is a small neighborhood drugstore in Martinsville, Virginia. Cavalier Pharmacy filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 23-70004) on Jan. 4, 2022. In the petition filed by Mark Allen, as manager, the Debtor reported assets and liabilities between $1 million and $10 million. Jennifer McLain McLemore has been appointed as Subchapter V trustee. The Debtor is represented by: Scot Stewart Farthing, Esq. Scot S. Farthing, Attorney at Law, PC 301 Church Street, NW Wise, VA 24293 CELSIUS NETWORK: New York Sues Ex-CEO Over Risky Crypto Investments ------------------------------------------------------------------- New York Attorney General Letitia James announced that on Jan. 5, 2023, she filed a lawsuit against Alex Mashinsky, a co-founder and former CEO of cryptocurrency lending platform Celsius Network LLC and its related entities (Celsius), for defrauding hundreds of thousands of investors, including more than 26,000 New Yorkers, out of billions of dollars worth of cryptocurrency. The lawsuit alleges that Mashinsky repeatedly made false and misleading statements about Celsius's safety to encourage investors to deposit billions of dollars in digital assets onto the platform. As Celsius lost hundreds of millions of dollars of assets in risky investments, Mashinsky misrepresented and concealed Celsius's deteriorating financial condition. Mashinsky also failed to register as a salesperson for Celsius and as a securities and commodities dealer. Attorney General James' lawsuit seeks to ban Mashinsky from doing business in New York and require him to pay damages, restitution, and disgorgement. "As the former CEO of Celsius, Alex Mashinsky promised to lead investors to financial freedom but led them down a path of financial ruin," said Attorney General James. "The law is clear that making false and unsubstantiated promises and misleading investors is illegal. Today, we are taking action on behalf of thousands of New Yorkers who were defrauded by Mr. Mashinsky to recoup their losses. My office will stay vigilant and ensure that bad actors trying to take advantage of New York investors are held accountable." Celsius is a cryptocurrency lending platform where investors could deposit their cryptocurrency in return for promises of high yields on those digital assets. Mashinsky was Celsius's public face, appearing regularly in interviews, at cryptocurrency conferences, and on social media to promote the platform and recruit investors. Mashinsky made numerous false and deceptive statements about Celsius's safety, number of users, and investment strategies to recruit investors, and repeatedly asserted that Celsius was safer than a bank. However, banks are highly regulated by state and federal government agencies and subject to regular and robust examinations, while Celsius was not subject to such regulatory requirements. Neither Celsius nor its customers had any hope of receiving the same protections as banks. Mashinsky repeatedly claimed that Celsius made safe, low-risk investments and only lent assets to credible and reputable entities. However, investors’ assets were routinely exposed to high-risk counterparties and strategies, many of which resulted in losses that Mashinsky concealed from investors. The collapse of Celsius has left many individuals in financial ruin. One New York resident mortgaged two properties to invest with Celsius. A disabled veteran lost his investment of $36,000, which had taken him nearly a decade to save up. Another disabled citizen, who depended upon government assistance to supplement his $8 per hour income, lost his entire investment. Through her lawsuit, Attorney General James seeks to permanently bar Mashinsky from engaging in any business relating to the issuance, offer, or sale of securities or commodities in New York; stop him from serving as a director or officer of any company doing business in New York; and secure disgorgement of any proceeds derived from Mashinsky's unlawful conduct, as well as damages and restitution for investors. This lawsuit continues Attorney General James’ efforts to enforce New York laws in the cryptocurrency industry and protect New York investors. In September 2022, Attorney General James sued Nexo Inc. and Nexo Capital Inc. for operating illegally and defrauding investors. In June 2022, Attorney General James warned New Yorkers of the dangerous risks of investing in cryptocurrencies after the market reached then-record lows. Also in June, Attorney General James reached a nearly $1 million settlement with crypto platform BlockFi Lending LLC for offering unregistered securities. Last March, Attorney General James issued a taxpayer notice to virtual currency investors and their tax advisors to accurately declare and pay taxes on their virtual investments. In October 2021, Attorney General James directed unregistered crypto lending platforms to cease operations for not fulfilling their legal obligations. In March 2021, Attorney General James warned New Yorkers of the risks of cryptocurrency investments and reminded investment platforms of their legal obligations. Attorney General James once again urges New Yorkers who have been affected by deceptive conduct in the virtual assets market to report these issues to OAG. Attorney General James also encourages workers in the cryptocurrency industry who may have witnessed misconduct or fraud to file a whistleblower complaint with her office, which can be done anonymously. The case is being handled by Assistant Attorneys General Tanya Trakht and Jesse Devine and Senior Enforcement Counsel Matthew Woodruff of the Investor Protection Bureau, with assistance from Legal Assistant Charmaine Blake, also of the Investor Protection Bureau, and Detective Investigator Brian Metz of the Investigations Division. The Investor Protection Bureau is led by Bureau Chief Shamiso Maswoswe and Acting Deputy Bureau Chief Ken Haim and is a part of the Division for Economic Justice, which is overseen by Chief Deputy Attorney General Chris D'Angelo and First Deputy Attorney General Jennifer Levy. About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as legal counsels; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Stretto, the claims agent and administrative advisor, maintains the page https://cases.stretto.com/celsius On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP, and Huron Consulting Services, LLC, serve as the examiner's legal counsel and financial advisor, respectively. CELSIUS NETWORK: Owns Majority of Customers Cryptocurrency Deposits ------------------------------------------------------------------- Dietrich Knauth of Reuters reports that a U.S. bankruptcy judge ruled Jan. 4, 2023, that Celsius Network owns most of the cryptocurrency that customers deposited into its online platform, meaning most Celsius customers will be last in line for repayment in the crypto lender's bankruptcy. The ruling by U.S. Bankruptcy Judge Martin Glenn in New York affects approximately 600,000 accounts that held assets valued at $4.2 billion when Celsius filed for bankruptcy in July. The company does not have enough funds to fully repay those deposits, Judge Glenn wrote. The ruling means that most Celsius customers will be lower priority than customers who held non-interest bearing accounts and other secured creditors. It was unclear whether Celsius has significant secured debt. The ruling also prevents in-fighting for higher priority among customers with interest-bearing accounts, avoiding a situation in which some of those customers are repaid 100% of their deposits while similarly-situated customers are able to recover "only a small percentage" of their deposits, according to Glenn. Celsius' terms of service made clear that the crypto lender took ownership of customer deposits into its interest-bearing Earn accounts, according to Glenn. That means that Earn customers will be treated as unsecured creditors in Celsius' bankruptcy, and they will be last in line for repayment after Celsius repays higher-priority debts. Twelve U.S. states and the District of Columbia had objected to Celsius' bid to claim the digital assets. They argued among other things that it was unclear if customers understood the terms of service and that Celsius was under investigation in several states for violating regulations, which could arguably prevent the company from relying on the terms of use. The ruling does not mean that Earn customers will get "nothing" in the bankruptcy case, and it does not stop further challenges to Celsius's ownership of the crypto deposits, Judge Glenn wrote. Celsius customers may be able to bring fraud or breach of contract claims against the crypto lender, and state regulators may be able to make the case that the accountholders' contracts cannot be enforced because they violated state securities laws, according to the ruling. "The Court does not take lightly the consequences of this decision on ordinary individuals, many of whom deposited significant savings into the Celsius platform," Judge Glenn wrote. "Creditors will have every opportunity to have a full hearing on the merits of these arguments during the claims resolution process." The ruling authorizes Celsius to sell approximately $18 million stablecoins that had been held in customers' Earn accounts. In December, Glenn ruled that a relatively small group of customers with different kinds of Celsius accounts were entitled to their deposits back during Celsius's bankruptcy. That ruling was limited to customers who had non-interest-bearing custody accounts, whose funds were not commingled with other Celsius assets, and whose accounts were too small for Celsius to seek to claw them back to repay other customers. The broader question of who owns crypto assets is a critical one in other crypto bankruptcies as well, including the cases of crypto lenders Voyager Digital and BlockFi. About Celsius Network Celsius Network LLC -- http://www.celsius.network/-- is a financial services company that generates revenue through cryptocurrency trading, lending, and borrowing, as well as by engaging in proprietary trading. Celsius helps over a million customers worldwide to find the path towards financial independence through a compounding yield service and instant low-cost loans accessible via a web and mobile app. Celsius has a blockchain-based fee-free platform where membership provides access to curated financial services that are not available through traditional financial institutions. The Celsius Wallet claims to be one of the only online crypto wallets designed to allow members to use coins as collateral to get a loan in dollars, and in the future, to lend their crypto to earn interest on deposited coins (when they're lent out). Crypto lenders such as Celsius boomed during the COVID-19 pandemic, drawing depositors with high interest rates and easy access to loans rarely offered by traditional banks. But the lenders' business model came under scrutiny after a sharp sell-off in the crypto market spurred by the collapse of major tokens terraUSD and luna in May 2022. New Jersey-based Celsius froze withdrawals in June 2022, citing "extreme" market conditions, cutting off access to savings for individual investors and sending tremors through the crypto market. The list of major crypto firms that have filed for bankruptcy protection in 2022 now includes Celsius Network, Three Arrows Capital and Voyager Digital. Celsius Network, LLC and its subsidiaries sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.22-10964) on July 14, 2022. In the petition filed by CEO Alex Mashinsky, the Debtors estimated assets and liabilities between $1 billion and $10 billion. The Debtors tapped Kirkland & Ellis, LLP and Kirkland & Ellis International, LLP as legal counsels; Centerview Partners, LLC as investment banker; and Alvarez & Marsal North America, LLC as financial advisor. Stretto, the claims agent and administrative advisor, maintains the page https://cases.stretto.com/celsius On July 27, 2022, the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped White & Case, LLP as its bankruptcy counsel; Elementus Inc. as its blockchain forensics advisor; M3 Advisory Partners, LP as its financial advisor; and Perella Weinberg Partners, LP as its investment banker. Shoba Pillay, Esq., is the examiner appointed in the Debtors' Chapter 11 cases. Jenner & Block, LLP, and Huron Consulting Services, LLC, serve as the examiner's legal counsel and financial advisor, respectively. CIENA CORP: S&P Assigns 'BB+' Rating on Secured 1st-Lien Term Loan ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB+' issue-level and '3' recovery ratings to Ciena Corp.'s new term loan due 2030. S&P said, "We also affirmed all our ratings on Ciena, including the 'BB+' issuer credit rating, as well as the 'BB+' issue-level rating, with a '3' recovery rating, on its existing senior secured term loan due 2025 and the 'BB' issue-level rating, with a '5' recovery rating, on its 4% unsecured debt notes due 2030. "The stable outlook reflects our expectation that easing component shortages and improving supply chain conditions, which should enhance Ciena's ability complete product builds carried under its order backlog of about $4.2 billion, will support a reacceleration in its revenue growth and generate improved levels of profitability and cash flows. It also assumes that Ciena will maintain conservative financial policies that preserve its strong balance sheet and S&P Global Ratings-adjusted leverage ratio comfortably below 2x." Ciena is proposing to issue a $400 million incremental senior secured first-lien term loan due 2030 and use the proceeds for general corporate purposes and to fund cash to the balance sheet, which should bolster its liquidity position after funding the Tibit Communications and Benu Networks acquisitions. Ciena will move into a modestly leveraged position; however, with pro forma S&P Global Ratings-adjusted leverage remaining significantly cushioned to our 2x expectations at the current rating, it still retains a solid balance sheet. As of Oct. 29, 2022, Ciena has gross debt balances of $1.07 billion, cash equivalents and investments of $1.184 billion, and S&P Global Ratings-adjusted leverage of 0.1x. The incremental debt currently being proposed will push Ciena's debt balances to about $1.47 billion and pro forma cash equivalents after accounting for Tibit and Benu Networks acquisitions of about $1.34 billion. At these levels, Ciena will see its balance sheet depart from the net cash it has historically maintained in recent years into a modest net debt position. Even so, S&P is projecting S&P Global Ratings adjusted leverage projected to be about 0.6x after the transaction, which, in its view, is still at levels indicative of a strong balance sheet and offers substantial cushion to the 2x maximum leverage it tolerates at the current rating. Despite supply chain headwinds, Ciena still managed to achieve revenue growth in fiscal 2022 and looks to have solid visibility fiscal 2023 revenue. Ciena has experienced shortages and extended lead times for certain semiconductor components due to increased demand and disruptions in the global supply of raw materials and components, including semiconductors and integrated circuits. While this has been adverse for its ability to produce finished goods and recognize revenue, it has not impeded the strong demand arising from shifts in business and consumer behavior, the adoption of 5G and cloud networks, and increasing bandwidth and network automation requirements, which has helped Ciena significantly expand its order backlog through fiscal 2022. Ciena noted supply reliability improvements and favorable supply chain developments in the fourth quarter of fiscal 2022, which prompted higher revenue growth in the quarter and helped it generate roughly $3.63 billion in revenue for fiscal 2022, above fiscal 2021's revenue of $3.62 billion. At the end of fiscal 2022, Ciena's order backlog was also about $4.2 billion, compared with $2.2 billion at the end of fiscal 2021. S&P said, "Although there is a risk of cancellation, and we expect some degree of supply constraints to persist through fiscal 2023, at these levels, we think it provides Ciena with significant predictable 2023 revenue. In our view, this should also help alleviate pressures from challenged or deteriorating macroeconomic conditions. However, in this environment, we would expect the rate of orders and backlog growth to level off, which, all else being equal, would likely lead to slower growth in fiscal 2024 and beyond." S&P said, "One the other hand, these supply chain headwinds of shortages weakened Ciena's profitability and cash generation; however, we believe improving supply chain conditions, Ciena's mitigation efforts, and an order backlog make this temporary. During fiscal 2022, Ciena's gross profit decreased by $161.6 million to $1.56 billion under headwinds created by supply chain shortages and constraints. Specifically, these shortages precluded customer order fulfillment, put significant inflationary pressures on raw material inputs, required utilization of more expensive freight and logistics, and unfavorably skewed its revenue toward lower-margin products. While Ciena moved swiftly to implement mitigation initiatives, including increasing its manufacturing capacity, accumulating raw materials inventory, multi-sourcing, and product redesign, the intended benefits will take time to accrue and, alongside increased operating expenses, caused the company's S&P Global Ratings-adjusted EBITDA margin to decrease by about 670 basis points to 13.4% compared with 20.1% a year earlier. This lower profitability and working capital investment of $572.1 million, compared with $572.1 million in the previous year, resulted in it generating negative $157.1 million in operating cash flow and negative $247.9 million in free cash flow. Notwithstanding, we believed these mitigation strategies should facilitate faster production of finished goods and greater operating efficiencies as supply constraints ease and it realizes benefits from these strategies and that Ciena has the ability to generate improved profitability and cash flow. "Our view of Ciena's commitment to adhere to conservative financial policies and its desire to maintain a strong balance sheet is unchanged. Ciena's capital allocation priorities center on share repurchases and strategic investments (organic and acquisitions) that expand its addressable market and offer opportunities that advance its position in next generation networking areas. During fiscal 2022, Ciena repurchased 8.4 million shares of its common stock for roughly $500 million, leaving $500 million remaining under the current repurchase authorization as of Oct. 29, 2022. Ciena also spent roughly 62 million million on acquisitions, including AT&T's Vyatta virtual routing and switching technology and Xelic, a provider of FPGA and ASIC technology and optical networking IP cores. On Nov. 24, 2022, in the first quarter of fiscal 2023, Ciena further announced additional acquisitions of Tibit Communications Inc., a provider of passive optical network solutions, and Benu Networks and its portfolio of cloud-native software solutions, including a virtual Broadband Network. We assume that following these transactions, Ciena will have an appetite for modest spending on share repurchases and bolt-on acquisitions instead of anything transformative. Notwithstanding, we have unchanged views about Ciena's commitment to conservative financial policies and, as such, continue to believe it will continue to pursue its capital allocation priorities in the context of conservatism, focusing on preserving financial flexibility and maintaining a solid balance sheet. "Risks ascribed to Ciena's business still remain, despite improved scale and diversity in recent years. Our view of Ciena's business continues to capture the cyclical and highly competitive characteristics of the telecom equipment end market in which it operates, and the requirements to invest significant research and development (R&D) investments, and a market. We believe Ciena has gained diversification from the more than $1 billion in orders it has received from webscale customers; however, customer concentration remains high, with AT&T and Verizon accounting for 11.9% and 11.1% of total revenue, respectively, and revenue from the top 10 customers representing slightly more than 56% of revenue. In our view, this reliance yields significant bargaining to a small number of customers and creates sensitivity to the priorities and levels of their capital expenditure budgets. Moreover, while we continue to believe Ciena is a value-added partner to these customers, it does not detract from the potential impacts to operating performance that could arise from adverse changes in the relationships with these customers or their strategic objectives. Notwithstanding, we expect demand for the company's optical and packet networking solutions to remain strong over the next 12-18 months and at growth levels ahead of the technology hardware industry. In addition, we also believe that expect fiber densification investments by network operators, such as 5G and Fiber Deep to be tailwinds for Ciena's performance and bolster diversification in the future. "The stable outlook reflects our expectation that easing component shortages and improving supply chain conditions, which should enhance Ciena's ability to complete product builds carried under its order backlog of more than $4.2 billion, will support a reacceleration in its revenue growth and generate improved levels of profitability and cash flows. It also assumes that Ciena will maintain conservative financial policies that preserve its strong balance sheet and S&P Global Ratings-adjusted leverage ratio comfortably below 2x. "We could lower the rating if the company executed debt-funded share buybacks such that net leverage increased to above the 2x area or it faced EBITDA declines because it fell behind on product development and its market offerings become less competitive. "An upgrade is unlikely given our view that Ciena's customer concentration metrics and business diversity are somewhat weaker than those of its investment-grade peers, resulting in the potential for volatile performance and significant drops in profitability during times of capital expenditure (capex) investment weakness. Over the longer term, we could consider an upgrade if Ciena continued to improve the scale of its software and services business and we came to view the company as less tied to the telecom capex cycle." ESG credit indicators: E-2, S-2, G-2 CINEWORLD GROUP: To Fast Track Theater Closings, Landlord Talks --------------------------------------------------------------- Jill Goldsmith of Deadline reports that Bankruptcy Judge Marvin Isgur on Jan. 4, 2023, told parties to the Cineworld bankruptcy that they need to speed things up as debtors and creditors hash out a restructuring plan for the giant movie chain, including closing theaters, wrapping up lease negotiations with landlords, and advancing an overall sale process. "We are not going to stick around forever. The debtors need to be aggressive. I am not sitting here for a year, or for six months, to figure out what shops are closing. That is a process that is going to happen now," said Isgur, a U.S. bankruptcy court judge for the Southern District of Texas, at the hearing. About Cineworld Group London-based Cineworld Group PLC was founded in 1995 and is the world's second-largest cinema chain. Cineworld operates 751 sites with 9,000 screens in 10 countries, including the Cineworld and Picturehouse screens in the UK and Ireland, Yes Planet in Israel, and Regal Cinemas in the US. According to The Guardian, the Griedinger family, including Mooky's brother and deputy chief executive, Israel, have struggled to maintain control of the ailing business but have been forced to reduce their stake from 28% in recent years. Cineworld's top five investors include the Chinese Jangho Group at 13.8%, Polaris Capital Management (7.82%), Aberdeen Standard Investments (4.98%) and Aviva Investors (4.88%). The London-listed Cineworld, which has run up debt of more than $4.8 billion after losses soared during the pandemic, had pinned its hopes on a meatier slate of movies in 2022 to bounce back from a two-year lull. Cineworld Group plc and 104 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 22-90168) on Sept. 7, 2022, estimating more than $1 billion in assets and debt. PJT Partners LP is providing financial advice, Kirkland & Ellis LLP and Slaughter and May are acting as legal counsel and AlixPartners LLP is serving as restructuring advisor to Cineworld. Jackson Walker LLP is the co-bankruptcy counsel. Kroll is the claims agent. The official committee of unsecured creditors formed in the case tapped Weil, Gotshal & Manges, LLP and Pachulski Stang Ziehl & Jones, LLP as legal counsels; FTI Consulting, Inc. as financial advisor; and Perella Weinberg Partners, LP as investment banker. CLEARPOINT NEURO: Expects Fourth Quarter Revenue of $5.2 Million ---------------------------------------------------------------- ClearPoint Neuro, Inc. announced preliminary, unaudited financial results for its fourth quarter and full year ended Dec. 31, 2022. Fourth Quarter 2022 Preliminary Unaudited Financial Highlights * Preliminary unaudited revenue of $5.2 million, a 21% year-over- year increase; * Increased biologics and drug delivery revenue to $2.3 million, a 37% year-over-year increase; * Increased functional neurosurgery products and services to $2.3 million, a 7% year-over-year increase; * Cash burn of approximately $3.0 million in the fourth quarter. The Company had approximately $37.5 million in cash, cash equivalents, and short-term investments at Dec. 31, 2022. Full Year 2022 Preliminary Unaudited Financial Highlights * Achieved preliminary unaudited record revenue of $20.6 million, a 26% year-over-year increase, versus most recent guidance of $21.0 - $22.0 million; * Increased biologics and drug delivery revenue to $9.1 million, a 34% year-over-year increase; * Increased functional neurosurgery products and services revenue to $9.1 million, a 13% year-over-year increase; * Added multiple new biologics and drug delivery partners in the year to bring the total to more than 50 partners. Business Outlook and Planned Value Creating Milestones * The Company estimates revenue in 2023 to be between $25.0 million and $27.0 million, representing growth between 22% and 31%; * Submission to the FDA of a Biologics License Application (BLA) by PTC Therapeutics for Upstaza, using the ClearPoint SmartFlow Cannula for minimally invasive infusion of the gene therapy; * Initiation of multiple pharmaceutical partner clinical trials globally; * Expansion of the installed base to approximately 10 additional centers worldwide; * Revenue growth from international customers driven by 8 active centers installed in the E.U. and U.K.; * Commercialization of the ClearPoint PRISM Neuro Laser Therapy System and expansion into limited market release centers; * Completion of Phase 1 safety study in Lund, Sweden, for the use of PRISM for brain lesions; * Up to 8 FDA submissions for new hardware and software products in the Company's portfolio; * Production of first devices at its new expanded manufacturing facility in California. "Our team made tremendous progress toward our four-pillar growth strategy in 2022 and finished the year with approximately 26% growth in revenue, driven by the 34% revenue growth in our biologics and drug delivery business, and 11 new centers installed worldwide," commented Joe Burnett, president and CEO of ClearPoint Neuro. "While recognized revenue in the fourth quarter was below our expectations based on timing and delivery for certain products and services, our backlog of received purchase orders grew to the highest level in our history setting us up for a strong 2023. We are forecasting revenue for 2023 in the range of $25.0 million to $27.0 million, representing growth of between 22% and 31% percent. Our team has done a great job managing our cash position in the past year by pausing less crucial programs while continuing to invest in our supply chain to ensure product availability to hospitals and our pharmaceutical partners. As a result, our cash burn in the fourth quarter was approximately $3.0 million, which was the lowest in several quarters, bringing our current cash, cash equivalents, and short-term investments balance at year end to approximately $37.5 million." The preliminary unaudited financial results are estimates only and subject to revision until the Company reports its full financial results for the fourth quarter and full year 2022 during its upcoming earnings announcement. About ClearPoint Neuro ClearPoint Neuro, Inc. formerly MRI Interventions, Inc. -- http://www.clearpointneuro.com-- is a medical device company that develops and commercializes innovative platforms for performing minimally invasive surgical procedures in the brain under direct, intra-procedural magnetic resonance imaging, or MRI, guidance. Applications of the Company's current product portfolio include deep-brain stimulation, laser ablation, biopsy, neuro-aspiration, and delivery of drugs, biologics, and gene therapy to the brain. Clearpoint Neuro reported a net loss of $14.41 million for the year ended Dec. 31, 2021, a net loss of $6.78 million for the year ended Dec. 31, 2020, a net loss of $5.54 million for the year ended Dec. 31, 2019, and a net loss of $6.16 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $57.74 million in total assets, $17.86 million in total liabilities, and $39.88 million in total stockholders' equity. CLUBHOUSE MEDIA: GS Capital Has 8.8% Stake as of Jan. 3 ------------------------------------------------------- GS Capital Partners, LLC disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Jan. 3, 2023, it beneficially owns 605,579,394 shares of common stock of Clubhouse Media Group Inc., representing 8.865% based on the Dec. 21, 2022 outstanding share count of 6,830,378,163. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1389518/000149315223000985/formsc13g.htm About Clubhouse Media Las Vegas, Nevada-based Clubhouse Media Group, Inc. offers management, production, and deal-making services to its handpicked influencers, a management division for individual influencer clients, and an investment arm for joint ventures and acquisitions for companies in the social media influencer space. Clubhouse Media reported net loss of $22.25 million for the year ended Dec. 31, 2021, compared to a net loss of $2.58 million for the period from Jan. 2, 2020 (inception) to Dec. 31, 2020. As of Sept. 30, 2022, the Company had $1.59 million in total assets, $11.65 million in total liabilities, and $10.06 million in total stockholders' deficit. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 29, 2022, citing that the Company has an accumulated deficit, net losses, and negative working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. COCRYSTAL PHARMA: Sabby Volatility, Two Others Report 5.17% Stake ----------------------------------------------------------------- Sabby Volatility Warrant Master Fund, Ltd., Sabby Management, LLC, and Hal Mintz disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2022, they beneficially own 420,710 shares of common stock of Cocrystal Pharma, Inc., representing 5.17 percent of the shares outstanding. Sabby Management, LLC, indirectly owns 420,710 shares of Common Stock because it serves as the investment manager of Sabby Volatility Warrant Master Fund, Ltd. Mr. Mintz indirectly owns 420,710 shares of Common Stock in his capacity as manager of Sabby Management, LLC. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1412486/000153561023000017/cocp0123.txt About Cocrystal Pharma Headquartered in Creek Parkway Bothell, WA, Cocrystal Pharma, Inc. -- http://www.cocrystalpharma.com-- is a clinical stage biotechnology company discovering and developing novel antiviral therapeutics that target the replication machinery of influenza viruses, hepatitis C viruses, noroviruses, and coronaviruses. Cocrystal Pharma reported a net loss of $14.19 million for the year ended Dec. 31, 2021, a net loss of $9.65 million on $2.01 million of revenues for the year ended Dec. 31, 2020, a net loss of $48.17 million for the year ended Dec. 31, 2019, and a net loss of $49.05 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $45.65 million in total assets, $1.74 million in total liabilities, and $43.91 million in total stockholders' equity. CREDITO REAL: Says Talks Continue With Bondholders -------------------------------------------------- Vince Sullivan of Law360 reports that attorneys for Mexican specialty finance firm Credito Real SAB de CV told a Delaware bankruptcy judge Wednesday, January 4, 2022, that settlement talks with bondholders are continuing even as liquidation proceedings progress in a Mexican court. Credito Real collapsed after it defaulted on a 170 million Swiss franc ($176 million) bond in February 2022, prompting bonds to shed 99% of their value. About Credito Real SAB Credito Real SAB de CV SOFOM ENR is a Mexico-based company that provides consumer financing. Credito is Mexico's biggest payroll lender and second largest non-bank lender after Real Unifin. Credito Real provides loans, either by providing direct financing to consumers or by establishing financing programs with consumer financing dealers that sell to Credito Real the collection rights from consumer financing products. It also provides financing directly to individuals that are employed by corporations with payroll deduction agreements with consumer financing dealers authorized by Credito Real. Credito Real operates through a number of subsidiaries, including AFS Acceptance LLC. Three alleged creditors signed a petition to send Credito Real to Chapter 11 bankruptcy on June 22, 2022 (Bankr. S.D.N.Y. Case No. 22-10842). Institutional Multiple Investment Fund LLC, of Boston, Massachusetts; Banco Monex, S.A., of Mexico, and Solitaire Fund, of Liechtenstein, who claim to own an aggregate $8 million of unsecured bond debt, signed the involuntary Chapter 11 petition. David H. Botter, Esq., at Akin Gump Strauss Hauer & Feld LLP is advising the three bondholders. Despite efforts by bondholders to force the company to pursue a Chapter 11 restructuring in the U.S., the Debtor opted to pursue proceedings in Mexico instead. On June 28, 2022, Angel Francisco Romanos Berrondo, one of the Debtor's shareholders and the former CEO of Credito Real, filed a petition, in his capacity as a shareholder, with the Mexican Court seeking to commence the Mexican Liquidation Proceeding. On June 30, 2022, the Mexican Court entered an order commencing the dissolution and liquidation proceedings for the Company and appointing Mr. Fernando Alonso-de-Florida Rivero as the Mexican Liquidator. The liquidator for Credito Real filed a Chapter 15 bankruptcy petition (Bankr. D. Del. Case No. 22-10630) on July 14, 2022, to seek U.S. recognition of the Mexican proceedings. The petition was signed by Robert Wagstaff, the foreign representative of the liquidator. Richards, Layton & Finger, P.A., led by John Henry Knight, is counsel in the U.S. case. CTI BIOPHARMA: Millennium Entities Report 3.9% Equity Stake ----------------------------------------------------------- Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englander disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Dec. 31, 2022, they beneficially own 4,962,769 shares of common stock of CTI Biopharma COrp., representing 3.9 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/891293/000127308723000007/CTIC_SC13GA1.htm About CTI BioPharma Headquartered in Seattle, Washington, CTI BioPharma Corp. is a commercial biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies for blood-related cancers that offer a unique benefit to patients and their healthcare providers. CTI has one FDA-approved product, VONJO (pacritinib), a JAK2, IRAK1, ACVR1 (ALK2) and FLT3 inhibitor, that spares JAK1. VONJO is approved for the treatment of adults with intermediate- or high-risk primary or secondary (post-polycythemia vera or post-essential thrombocythemia) myelofibrosis. CTI Biopharma reported a net loss of $97.91 million for the year ended Dec. 31, 2021, compared to a net loss of $52.45 million for the year ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $123.47 million in total assets, $140.30 million in total liabilities, and a total stockholders' deficit of $16.84 million. Seattle, Washington-based Ernst & Young LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 31, 2022, citing that the Company has suffered recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. CUENTAS INC: Signs Deal to Acquire $2M Equity in 4280 Lakewood -------------------------------------------------------------- Cuentas, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission it signed a Binding Letter of Intent on Jan. 5 with Core Development Holdings Corporation, a Florida corporation, that holds approximately 29.3% of 4280 Lakewood Road Manager, LLC, which in turn owns 86.45% of the membership interests in 4280 Lakewood Road, LLC, a multi-family real estate project located in Lake Worth, Florida. Core has agreed to sell a portion of its interest in the Lakewood Manager to Cuentas, and Cuentas has agreed to issue to Core a number of Cuentas common shares to acquire $2 million of equity in the Lakewood Manager. Cuentas has agreed to issue to Core a number of Cuentas common shares equal to 33.3% of the total number of post- issuance, authorized, issued and outstanding shares on a fully diluted basis measured on a going forward basis to account for the exercise in the future of any currently issued and outstanding warrants and options as of the date of this Agreement, of Cuentas (CUEN) common stock free and clear of any liens, claims or encumbrances anticipated to equal 10 million of a total of 30 million shares of Cuentas common stock then outstanding, which the parties stipulate has a value equal to $2,000,000. If for any reason, Cuentas is unable to issue sufficient shares to satisfy the 33.3% Ownership Percentage or as a result of the exercise and issue of any stock warrants or options outstanding as of the date of the Agreement, the Percentage Membership Interest to be issued by Core to Cuentas pursuant to the Letter of Intentshall be reduced by the same percentage that the actual post-issuance ownership percentage falls below the 33.3% Ownership Ratio. By way of example only, if post-issuance, Core owns only 30.0% of the total issued and outstanding shares of Cuentas common stock, the Percentage Membership Interest sold to Cuentas shall be reduced by 3.3%. a. The Percentage of Membership Interest Acquired will be determined by selection of two competent valuation professionals, one by each Party, to prepare a written opinion of the fair market value of Core's Interest in Lakewood Managers as of the Closing Date provided that, the difference between two appraisals does not exceed 15%, then the average of the fair market value of the two appraisals shall represent the "Appraised Value Denominator" for purposes of determining the Percentage Membership Interest to be transferred by Core to Cuentas. If the difference between two appraisals is more than 15%, then the Parties shall mutually select a third competent valuation expert who shall prepare a third opinion of the fair market value of Core's Interest in Lakewood Manager, and the average of the three opinions of the fair market value of Core's Interest in Lakewood Manager shall be the Appraised Value Denominator. The Percentage Membership Interest to be assigned and transferred shall equal the Purchase Price divided by the Appraised Value Denominator. Core's transfer of the Percentage Membership Interest is subject to approval by Lakewood Manager. Cuentas agrees to be bound by the rights and obligations of the current Operating Agreement and other agreements of Lakewood Manager and Core shall have the right continue to exercise its management and other decision making rights at Lakewood Manager and will provide customary rights afforded minority interest holders in limited liability companies provided under Florida law. Cuentas' obligation to consummate and enter into a definitive purchase and sale agreement is contingent on board of director and shareholder approval. The Parties shall negotiate in good faith and enter into the definitive membership purchase and sale agreement with customary terms and conditions including representations and warranties on or before fifteen days from execution of this Agreement and shall close on the contemplated purchase and sale on or before thirty days from execution of this Agreement. These deadlines may be extended by a writing signed by each Party. Individually, Cuentas and Core shall have the right to conduct a thorough and full due diligence of the other party including, without limitation, from a financial, operational, legal and regulatory perspective. If either Party decides at its sole discretion and option that it is not satisfied with the results and outcome of the Due Diligence, then the Party shall notify the other Party of its decision not to continue with definitive agreements, and this Agreement shall be null and void and no longer be binding on the Parties except for the confidentiality provisions herein. The Parties have included a Confidentiality provision in this agreement which will survive the Agreement if a definitive Agreement is not reached. About Cuentas Headquartered in Miami, Florida, Cuentas, Inc. -- http://www.cuentas.com-- currently focuses on the business of using proprietary fintech technology to provide e-banking and e-commerce services for delivering mobile banking, prepaid debit and digital content services to the unbanked, underbanked and underserved Latino, Hispanic and immigrant communities. The Company's proprietary software platform enables Cuentas to offer comprehensive financial services and robust functionality that is absent from other Mobile Apps through the use of its Prepaid Debit Mastercard/General-Purpose Reloadable cards. Cuentas reported a net loss attributable to the company of $10.73 million for the year ended Dec. 31, 2021, a net loss attributable to the company of $8.10 million for the year ended Dec. 31, 2020, a net loss attributable to the company of $1.32 million for the year ended Dec. 31, 2019, and a net loss of $3.56 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $7.41 million in total assets, $2.81 million in total liabilities, and $4.60 million in total stockholders' equity. CUSTOM ALLOY: Wins Cash Collateral Access Thru Jan 14 ----------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey authorized Custom Alloy Corporation and CAC Michigan, LLC to use the cash collateral of CIBC Bank USA on an interim basis in accordance with the budget. Custom and CIBC have entered into secured financing arrangements pursuant to a Loan and Security Agreement dated as of March 4, 2010. CAC Michigan guaranteed the amounts owed by Custom under the Prepetition Loan Agreement. As of the Petition Date, the outstanding aggregate principal amount of the obligations owing by the Debtors to CIBC under the Prepetition Documents, exclusive of all accrued interest, fees, costs, expenses, charges, and other Obligations (including legal fees and expenses) is not less than $25,966,330. The Debtors' authorization -- and CIBC's consent -- to the use of cash collateral will terminate, at CIBC's election and without further notice or Court order, upon the earlier of: (i) 11:59 pm on January 14, 2022; or (ii) the occurrence of an Event of Default; or (iii) three business days after CIBC has provided written notice to Debtors of the occurrence of an Event of Default under Paragraph 16(a) of the Order. As adequate protection, CIBC is granted a replacement lien under 11 U.S.C. section 361(2) on all assets of the Debtors arising after the Petition Date in an amount equal to the aggregate diminution in value (if any) of the Prepetition Collateral resulting from the sale, lease, or use by Debtors of its Prepetition Collateral, or the imposition of the automatic stay pursuant to Section 362 of the Bankruptcy Code. The Replacement Lien granted (i) will be deemed automatically valid and perfected without any further notice or act by any party and (ii) will remain in full force and effect notwithstanding any subsequent conversion or dismissal of either Case. To the extent the adequate protection provided proves insufficient to protect CIBC's interest in and to cash collateral, CIBC will have a super priority administrative expense claim, pursuant to 11 U.S.C. section 507(b), senior to any and all claims against Debtors under 11 U.S.C. section 507(a), whether in this proceeding or in any superseding proceeding, subject to payments due under 28 U.S.C. section 1930(a)(6). Each of these events constitutes an "Event of Default": a. Either Debtor fails to perform any of its obligations with respect to use of cash collateral in accordance with the terms of the Order; b. Either Case is converted to a case under chapter 7 of the Bankruptcy Code; or c. A trustee is appointed or elected in either of the Cases, or an examiner with expanded power to operate either of the Debtor's business is appointed in any of the Debtor's respective Case. A copy of the order and the Debtor's budget is available at https://bit.ly/3itlxU9 from PacerMonitor.com. The Debtor projects $866,042 in total cash receipts and $1,071,838 in total cash disbursements for the one-week period ending January 14. About Custom Alloy Corporation Custom Alloy Corporation is a manufacturer of specialty metals for seamless and welded pipe fittings & forgings, predominantly for customers requiring time-critical maintenance or repair. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. N. J. Case No. 22-18143) on October 13, 2022. In the petition signed by Adam M. Ambielli, CEO and president, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Michael B. Kaplan oversees the case. An official committee of unsecured creditors has retained Fox Rothschild LLP as counsel. Jonathan I. Rabinowitz, Esq., at Rabinowitz, Lubetkin & Tully, LLC, is the Debtor's counsel. DELCATH SYSTEMS: Plans to Submit Hepzato NDA to FDA in Q1 2023 -------------------------------------------------------------- Delcath Systems, Inc. previously stated in the Company's Quarterly Report on Form 10-Q for the period ended Sept. 30, 2022, the Company's plan to submit a New Drug Application for its Hepzato Kit to the U.S. Food and Drug Administration by the end of 2022. The foregoing has been updated to reflect the Company's intention to submit the NDA to the FDA during the first quarter of 2023. About Delcath Systems Headquartered in New York, NY, Delcath Systems, Inc. -- http://www.delcath.com-- is an interventional oncology company focused on the treatment of primary and metastatic liver cancers. The Company's lead product candidate, the HEPZATO KIT (melphalan hydrochloride for injection/hepatic delivery system), is a drug/device combination product. HEPZATO is designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects. Delcath Systems reported a net loss of $25.65 million for the year ended Dec. 31, 2021, compared to a net loss of $24.16 million for the year ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $20.23 million in total assets, $25.47 million in total liabilities, and a total stockholders' deficit of $5.25 million. New York, NY-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 30, 2022, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DELCATH SYSTEMS: Registers 2.1M Shares for Possible Resale ---------------------------------------------------------- Delcath Systems, Inc. has filed a Form S-3 registration statement with the Securities and Exchange Commission relating to the offer and resale, from time to time, by certain selling stockholders of up to 2,140,931 shares of the Company's Common Stock, par value $0.01 per share, which consist of (i) 1,448,889 shares of Common Stock held by the Selling Stockholders and (ii) 692,042 shares of Common Stock issuable upon the exercise of pre-funded warrants held by the Selling Stockholders. The following are the Selling Stockholders: Rosalind Master Fund L.P. Bigger Capital Fund, LP District 2 Capital Fund LP Gerard Michel Mitchell Robbins Tony Lundy Kent Lake Partners Chris Wardle Yang Yang Pathfinders Partner's Fund Alpha North Partners Fund Inc. Lynn Southward Derrick Dryden John Ismay Jason Grelowski Shane Meyers Marianne Wardle Paul Brennan Koyich Family Trust Kathryn Mortimer Victoria Ross John Wolfe Gino Crisanti Michael Manson Dan Perrin Stuart Peterson Gord Medland The Company is registering the offer and sale of the Common Stock held by the Selling Stockholders to satisfy the registration rights they were granted pursuant to a registration rights agreement entered into on Dec. 7, 2022 in connection with the securities purchase agreement as of even date thereof. While the Company will not receive any proceeds from the sale of the Common Stock by the Selling Stockholders, it will receive proceeds from the exercise of any Warrants for cash. The registration of shares of Common Stock covered by this prospectus does not mean that the Selling Stockholders will offer or sell any such shares. The Selling Stockholders may sell shares of Common Stock covered by this prospectus in a number of different ways and at varying prices. The Company's Common Stock is traded on The Nasdaq Capital Market under the symbol "DCTH." On Jan. 9, 2023, the closing price for the Company's Common Stock, as reported on The Nasdaq Capital Market, was $3.51 per share. A full-text copy of the prospectus is available for free at: https://www.sec.gov/Archives/edgar/data/872912/000119312523005578/d436976ds3.htm About Delcath Systems Headquartered in New York, NY, Delcath Systems, Inc. -- http://www.delcath.com-- is an interventional oncology company focused on the treatment of primary and metastatic liver cancers. The Company's lead product candidate, the HEPZATO KIT (melphalan hydrochloride for injection/hepatic delivery system), is a drug/device combination product. HEPZATO is designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects. Delcath Systems reported a net loss of $25.65 million for the year ended Dec. 31, 2021, compared to a net loss of $24.16 million for the year ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $20.23 million in total assets, $25.47 million in total liabilities, and a total stockholders' deficit of $5.25 million. New York, NY-based Marcum LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 30, 2022, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DEXTER GROUP: Unsecureds to Get Share of Income for 3 Years ----------------------------------------------------------- Dexter Group Investments, Inc. filed with the U.S. Bankruptcy Court for the Middle District of Florida a Plan of Reorganization dated January 9, 2023. The Debtor is a Florida for-profit corporation incorporated in October 2012. The Debtor has no employees but is owned and managed by Majid Ghorbani and Parastoo Danaee. The Debtor owns a multiple unit commercial building consisting of retail stores located at 319 Brevard Avenue, Cocoa, FL 32922 and residential real property located at 2909 Carver St., Mims, Florida 32754, with a 1,218 square foot multiple living unit. Until recent events, the Debtor owned its real property free and clear. On February 23, 2022, a Final Judgment was entered against the Debtor in a personal injury lawsuit in the Circuit Court of the Eighteenth Judicial Circuit, in and for Brevard County, Florida, Case No. 2021-CA-034136 (the "State Court Litigation"). The Debtor became aware of the Judgment and State Court Litigation when it was notified of a sheriff's levy on the Debtor's commercial real property in late November 2022. The Debtor disputes that service of the State Court Litigation was valid. Debtor filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in order to stop the collection efforts, following the Final Judgment, and preserve the Debtor's property and income for the benefit of all stakeholders. Class 6 consists of all Allowed General Unsecured Claims. In full satisfaction of their Allowed General Unsecured Claims, Holders of Class 6 Claims shall receive yearly pro rata distributions of the Debtor's Disposable Income over a term of 3 years from the Effective Date after Administrative Claims and Priority Claims are satisfied in full. In addition to the receipt of Debtor's Disposable Income, Class 6 Claimholders shall receive a pro rata share of the net proceeds recovered from all Causes of Action after payment of professional fees and costs associated with such collection efforts, and after Administrative Claims and Priority Claims are paid in full. The maximum Distribution to Class 6 Claimholders shall be equal to the total amount of all Allowed Class 4 General Unsecured Claims. Class 6 is Impaired. Class 7 consists of all equitable interests in the Debtor. All Class 7 Equity Interests shall be retained in the same proportion existing as of the Petition Date. Class 7 is Unimpaired. The Plan contemplates that the Debtor will continue to manage and operate its business in the ordinary course, but with restructured debt obligations. It is anticipated that the rents generated from the Commercial Property shall be sufficient to make the Plan Payments. Funds generated from operations through the Effective Date will be used for Plan Payments; however, the Debtor's cash on hand as of Confirmation will be available for payment of Administrative Expenses. The Debtor shall begin marketing its Residential Property for sale and sell its Residential Property as soon as practical. The proceeds from the sale of the Residential Property will be made available for Class 2 plan payments. The Debtor has valued such property at $80,000.00. A full-text copy of the Plan of Reorganization dated January 9, 2023 is available at https://bit.ly/3kbRssu from PacerMonitor.com at no charge. Counsel for Debtor: Justin M. Luna, Esq. Latham Luna Eden & Beaudine, LLP 201 S. Orange Ave., Suite 1400 Orlando, FL 32801 Tel: (407) 481-5800 Fax: (407) 481-5801 Email: jluna@lathamluna.com About Dexter Group Investments Dexter Group Investments, Inc. owns a multiple-unit commercial building consisting of retail stores located at 319 Brevard Avenue, Cocoa, Fla.; and residential real property located at 2909 Carver St., Mims, Fla., with a 1,218-square-foot multiple living unit (duplex). Dexter Group Investments filed a petition for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-04113) on Nov. 18, 2022, with between $1 million and $10 million in both assets and liabilities. Aaron R. Cohen has been appointed as Subchapter V trustee. Judge Grace E. Robson oversees the case. The Debtor is represented by Justin M. Luna, Esq., at Latham, Luna, Eden & Beaudine, LLP. DIEBOLD NIXDORF: BlackRock Has 5.7% Equity Stake as of Dec. 31 -------------------------------------------------------------- BlackRock, Inc. disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2022, it beneficially owns 4,471,214 shares of common stock of Diebold Nixdorf, Inc., representing 5.7 percent of the Shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/28823/000130655023000105/us2536511031_010523.txt About Diebold Nixdorf Diebold Nixdorf, Incorporated -- www.DieboldNixdorf.com -- automates, digitizes and transforms the way people bank and shop. As a partner to the majority of the world's top 100 financial institutions and top 25 global retailers, the Company's integrated solutions connect digital and physical channels conveniently, securely and efficiently for millions of consumers each day. The Company has a presence in more than 100 countries with approximately 22,000 employees worldwide. Diebold Nixdorf reported a net loss of $78.1 million for the year ended Dec. 31, 2021, a net loss of $267.8 million for the year ended Dec. 31, 2020, and a net loss of $344.6 million for the year ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $2.91 billion in total assets, $3.90 billion in total current liabilities, $89.3 million in pensions, post-retirement and other benefits, $114.8 million in deferred income taxes, $120.1 million in other liabilities, and a total deficit of $1.32 billion. * * * As reported by the TCR on Jan. 11, 2023, S&P Global Ratings raised its issuer credit rating on U.S.-based ATM and point-of-sale provider Diebold Nixdorf Inc. to 'CCC+' from 'SD'. S&P said, "The positive outlook reflects our expectation that the company's increased backlog, price increases and cost-cutting efforts coupled with supply chain efficiencies will materially improve EBITDA margins and reduce leverage toward the mid-8x area by the end of 2023. We also expect this will improve prospects for growing free cash flow generation to support FOCF to debt in the low-single-digit percent area over the next 12 months." Early this month, Moody's Investors Service affirmed Diebold Nixdorf, Inc.'s corporate family rating of Caa2 following the closing of the Company's debt capital restructuring. DIGITAL MEDIA: Remains In Talks With Prism on Acquisition Proposal ------------------------------------------------------------------ Digital Media Solutions, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission its board of directors, together with its independent outside financial adviser, continues to engage in dialogue with Prism Data and its financial adviser regarding the proposal as part of the ongoing strategic alternatives process. On Aug. 16, 2021, the Company commenced a process to evaluate potential strategic alternatives to maximize shareholder value, and as part of that process, have been evaluating a full range of strategic, operational and financial alternatives. On Sept. 8, 2022, the Company's board of directors received an offer from Prism Data, LLC, an investment vehicle affiliated with its CEO Joseph Marinucci and its COO Fernando Borghese, to acquire all of the outstanding Class A common stock of DMS for $2.50 per share in cash. In addition, its board of directors is reviewing certain additional acquisition opportunities as part of the strategic alternatives. The Company gives no assurance that the Prism Data proposal, the other acquisition opportunities, or the strategic alternatives process will result in any transaction, or any assurance as to the outcome or timing of any such transaction. About Digital Media Headquartered in Clearwater, Florida, Digital Media Solutions, Inc. (NYSE: DMS) -- https://digitalmediasolutions.com -- is a provider of data-driven, technology-enabled digital performance advertising solutions connecting consumers and advertisers within the auto, home, health, and life insurance, plus a long list of top consumer verticals. The DMS first-party data asset, proprietary advertising technology, significant proprietary media distribution, and data-driven processes help digital advertising clients de-risk their advertising spend while scaling their customer bases. As of Sept. 30, 2022, Digital Media had $217.94 million in total assets, $278.15 million in total liabilities, and a total deficit of $60.22 million. * * * As reported by the TCR on Dec. 16, 2022, S&P Global Ratings lowered its issuer credit rating on Digital Media Solutions Inc. (DMS) to 'CCC+' from 'B-'. S&P said, "We view DMS' capital structure as unsustainable absent sustainable increases in its EBITDA and FOCF. We do not expect that the company will significantly improve its credit metrics until 2024. DMS is dependent on improvements in macroeconomic conditions and insurance carrier profitability to support increased ad spending on its platform and additional sales through its independent insurance agents." DIGITAL MEDIA: Unit Draws Down $35M Under Revolving Credit Facility ------------------------------------------------------------------- Digital Media Solutions, LLC, a subsidiary of Digital Media Solutions, Inc., drew $35.0 million under its $50 million senior secured revolving credit facility, which is maintained under the Company's May 25, 2021 senior secured credit facility with a syndicate of lenders, arranged by Truist Bank and Fifth Third Bank, as joint lead arrangers, and Truist Bank, as administrative agent. Together with the previously disclosed draw of $5.0 million on Oct. 4, 2022, $40.0 million is currently outstanding under the Company's Revolving Facility, as disclosed in a Form 8-K filed by the Company with the Securities and Exchange Commission. The Company intends to use the borrowings for general corporate purposes, including certain acquisition opportunities that it is considering. In the event that no acquisition opportunity is realized, the Company intends to repay all or a substantial portion of the $35.0 million draw-down. As of Dec. 31, 2022, the Company had approximately $48.9 million in cash on the unaudited consolidated balance sheet, inclusive of the draw-downs under the Revolving Facility. The approximate cash amount as of Dec. 31, 2022, is preliminary and subject to change as part of the Company's normal fiscal year closing process, which has not yet been completed. As of Dec. 31, 2022, the effective interest rate on the borrowings under the Revolving Facility was 8.6%. Under the Revolving Facility, DMS LLC pays a 0.50% per annum commitment fee in arrears on the undrawn portion of the revolving commitments. About Digital Media Headquartered in Clearwater, Florida, Digital Media Solutions, Inc. (NYSE: DMS) -- https://digitalmediasolutions.com -- is a provider of data-driven, technology-enabled digital performance advertising solutions connecting consumers and advertisers within the auto, home, health, and life insurance, plus a long list of top consumer verticals. The DMS first-party data asset, proprietary advertising technology, significant proprietary media distribution, and data-driven processes help digital advertising clients de-risk their advertising spend while scaling their customer bases. As of Sept. 30, 2022, Digital Media had $217.94 million in total assets, $278.15 million in total liabilities, and a total deficit of $60.22 million. * * * As reported by the TCR on Dec. 16, 2022, S&P Global Ratings lowered its issuer credit rating on Digital Media Solutions Inc. (DMS) to 'CCC+' from 'B-'. S&P said, "We view DMS' capital structure as unsustainable absent sustainable increases in its EBITDA and FOCF. We do not expect that the company will significantly improve its credit metrics until 2024. DMS is dependent on improvements in macroeconomic conditions and insurance carrier profitability to support increased ad spending on its platform and additional sales through its independent insurance agents." DIOCESE OF ROCKVILLE CENTRE: Case Headed to Wrong Direction ----------------------------------------------------------- Rick Archer of Law360 reports that a New York bankruptcy judge on Jan. 4, 2023, warned the Chapter 11 case of the Roman Catholic Diocese of Rockville Centre will head in "absolutely the wrong direction" unless the diocese and hundreds of sexual abuse claimants can agree on a plan. Judge Martin Glenn approved at the hearing on Jan. 4, 2023, the Debtor's proposed claims settlement and objection procedures. The Debtor will file any claim objections that are directed to Sexual Abuse Proofs of Claim in redacted form on the court docket. If a claim objection is asserted against any Sexual Abuse Proofs of Claim, any corresponding Responses and Replies (and any attachments thereto) may be filed under seal without further order of the Court, with unredacted copies provided to the Debtor and to identified parties. The Debtor on Jan. 6, 2023, filed proposed revised bidding procedures in connection with the sale of certain of its assets. The Debtor is selling the Debtor's interest in the four Federal Communication Commission Licenses with call signs KNZ65, KNZ67, KNZ68, and WHR845; the Debtor's entire interest in (x) three antenna structures and associated improvements owned with FCC Antenna Registration Numbers 1006408 (Syosset), 1006409 (Uniondale), and 1006410 (Islip) (the "Cell Towers") and (y) the real property on which the Syosset and Islip Cell Towers sit; and the real property on which the Uniondale Cell Tower sits. Jan. 20, 2023 at 4:00 p.m. (prevailing Eastern Time) is the bid deadline, and Jan. 30, 2023 at 10:00 a.m. (prevailing Eastern Time) is the auction for the assets. Meanwhile, the Official Committee of Unsecured Creditors has filed objections to the Debtor's application to expand the retention of Jefferies LLC to encompass Jefferies seeking third-party debtor-in-possession financing. According to the Committee, even if the Diocese is running out of its readily available cash, the Diocese has several cash resources from which it could draw to continue to fund its operations and administrative expenses. Moreover, the Diocese has numerous affiliates that have excess cash that could be the source of any DIP Financing to the extent actually necessary, rather than a third party who, in addition to Jefferies's fees, will charge its own fees and interest for providing the DIP Financing. For example, based on the Committee's investigation of the Diocese's financial condition, the Committee submits that the Debtor's pension plans are one potential source. The pension plans are not governed by ERISA, and their investment decisions are controlled by the Diocesan Investment Committee whose members are appointed by the Bishop. The pension plans are substantially overfunded and could provide DIP Financing, if necessary, the Committee tells the Court. About The Roman Catholic Diocese of Rockville Centre, New York The Roman Catholic Diocese of Rockville Centre, New York, is the seat of the Roman Catholic Church on Long Island. The Diocese has been under the leadership of Bishop John O. Barres since February 2017. The State of New York established the Diocese as a religious corporation in 1958. The Diocese is one of eight Catholic dioceses in New York, including the Archdiocese of New York. The Diocese's total Catholic population is approximately 1.4 million, roughly half of Long Island's total population of 3.0 million. The Diocese is the eighth largest diocese in the United States when measured by the number of baptized Catholics. The Roman Catholic Diocese of Rockville Centre, New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020, listing as much as $500 million in both assets and liabilities. Judge Martin Glenn oversees the case. The Diocese tapped Jones Day as legal counsel, Alvarez & Marsal North America, LLC, as restructuring advisor, and Sitrick and Company, Inc., as communications consultant. Epiq Corporate Restructuring, LLC is the claims agent. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Diocese's Chapter 11 case. The committee tapped Pachulski Stang Ziehl & Jones, LLP and Ruskin Moscou Faltischek, PC as its bankruptcy counsel and special real estate counsel, respectively. Robert E. Gerber, the legal representative for future claimants of the Diocese, is represented by the law firm of Joseph Hage Aaronson, LLC. DISPENSER BEVERAGES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Dispenser Beverages, Inc. 3810 Drane Field Road Bay 1 Lakeland, FL 33811 Business Description: The Debtor is a provider of "one stop" beverage solutions for those in the Education, Military, Healthcare, and Hospitality industries. The Company's DispenServe service offers managed service programs for the installation, repair and maintenance of beverage dispensers. Chapter 11 Petition Date: January 12, 2023 Court: United States Bankruptcy Court Middle District of Florida Case No.: 23-00088 Debtor's Counsel: Christopher R. Thompson, Esq. BURR & FORMAN LLP 200 S. Orange Ave. Suite 800 Orlando, FL 32801 Tel: 407-540-6600 Fax: 407-540-6601 Email: crthompson@burr.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Vincent Bacolini as director. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UQ6CXBQ/Dispenser_Beverages_Inc__flmbke-23-00088__0001.0.pdf?mcid=tGE4TAMA EYEPOINT PHARMACEUTICALS: Registers 2M Shares Under 2016 Plan ------------------------------------------------------------- EyePoint Pharmaceuticals, Inc. has filed a Form S-8 registration statement with the Securities and Exchange Commission for the purpose of registering an additional 2,000,000 shares of common stock of the Company, par value $0.001 per share, issuable pursuant to the EyePoint Pharmaceuticals, Inc. 2016 Long-Term Incentive Plan, as amended, for which Registration Statements on Form S-8 relating to the Plan are effective. A full-text copy of the prospectus is available for free at: https://www.sec.gov/Archives/edgar/data/1314102/000119312523004810/d395326ds8.htm About EyePoint Pharmaceuticals EyePoint Pharmaceuticals, Inc., formerly pSivida Corp. -- http://www.eyepointpharma.com-- headquartered in Watertown, MA, is a specialty biopharmaceutical company committed to developing and commercializing innovative ophthalmic products in indications with high unmet medical need to help improve the lives of patients with serious eye disorders. The Company's pipeline leverages its proprietary Durasert technology for sustained intraocular drug delivery including EYP-1901, an investigational sustained delivery intravitreal treatment currently in Phase 2 clinical trials. The proven Durasert drug delivery platform has been safely administered to thousands of patients' eyes across four U.S. FDA approved products, including YUTIQ for the treatment of posterior segment uveitis, which is currently marketed by the Company. EyePoint reported a net loss of $58.42 million for the year ended Dec. 31, 2021, a net loss of $45.39 million for the year ended Dec. 31, 2020, a net loss of $56.79 million for the year ended Dec. 31, 2019, and a net loss of $53.17 million for the year ended June 30, 2018. As of Sept. 30, 2022, the Company had $220.49 million in total assets, $84.14 million in total liabilities, and $136.35 million in total stockholders' equity. FORMA BRANDS: Case Summary & 50 Largest Unsecured Creditors ----------------------------------------------------------- Lead Debtor: FB Debt Financing Guarantor, LLC f/k/a Morphe Debt Financing Guarantor, LLC 10303 Norris Avenue Business Description: The Debtors, together with their non-Debtor subsidiaries, are a builder of beauty brands anchored in innovative and high-quality products, marketing and operations. The Company's multi-branded and multi-category portfolio includes Morphe, Morphe 2, Jaclyn Cosmetics, and Born Dreamer. The Company's products are sold through top beauty retailers worldwide, including Ulta Beauty, Sephora, Mecca, Douglas, Selfridges, and Target. Court: United States Bankruptcy Court District of Delaware Nine affiliates that have filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. Petition Date ------ -------- ------------- FB Debt Financing Guarantor, LLC 23-10025 01-11-2023 Forma Brands, LLC 23-10026 01-12-2023 Morphe, LLC 23-10027 01-12-2023 Forma Beauty Brands, LLC 23-10028 01-12-2023 Seemo, LLC 23-10029 01-12-2023 Jaclyn Cosmetics Holdings, LLC 23-10030 01-12-2023 Such Good Everything, LLC 23-10031 01-12-2023 Playa Products, Inc. 23-10032 01-12-2023 Jaclyn Cosmetics LLC 23-10033 01-12-2023 Debtors' Delaware Counsel: Erin R. Fay, Esq. Gregory J. Flasser, Esq. Maria Kotsiras, Esq. BAYARD, P.A. 600 N. King Street, Suite 400 Wilmington, Delaware 19801 Tel: (302) 655-5000 Fax: (302) 658-6395 E-mail: efay@bayardlaw.com gflasser@bayardlaw.com mkotsiras@bayardlaw.com Debtors' General Bankruptcy Counsel: Gregg M. Galardi, Esq. Cristine Pirro Schwarzman, Esq. ROPES & GRAY LLP 1211 Avenue of the Americas New York, New York 10036 Tel: (212) 596-9000 Fax: (212) 596-9090 E-mail: gregg.galardi@ropesgray.com cristine.schwarzman@ropesgray.com - and - Ryan Preston Dahl, Esq. ROPES & GRAY LLP 191 N. Wacker Drive, 32nd Floor Chicago, Illinois 60606 Tel: (312) 845-1200 Fax: (312) 845-5500 E-mail: ryan.dahl@ropesgray.com Debtors' Investment Banker: CONFIGURE PARTNERS, LLC CRO, Director of HR, and Additional Personnel Provider: ANKURA CONSULTING GROUP, LLC Debtors' Notice & Claims Agent: KROLL, LLC Estimated Assets (on a consolidated basis): $500 million to $1 billion Estimated Liabilities (on a consolidated basis): $500 million to $1 billion The petitions were signed by Stephen Marotta as chief restructuring officer. Full-text copies of three of the Debtors' petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VSPDHFQ/FB_Debt_Financing_Guarantor_LLC__debke-23-10025__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/2MKMKXY/Morphe_LLC__debke-23-10027__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/2FCMPSY/Forma_Brands_LLC__debke-23-10026__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 50 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Rapid Displays, Inc. Trade Vendor $11,720,921 Attn: Ariel Haroush, President & Founder 33195 Lewis Avenue Union City, CA 94555 Tel: 510-431-0700 Fax: 510-471-6955 Email: mstefanski@rapiddisplays.com 2. Wan Siang Trading Co, Ltd Trade Vendor $3,692,841 Attn: President or General Counsel No. 101 1 Floor Chong Xue Road Eastern Sub Tainan, Taiwan Tel: 86 7567722898 Email: cindy@sheencolor.com Sheencol'Or Biotech Ltd Attn: President or General Counsel Grand Metro Cosmetics Company No.2, Gongye 3rd Rd Tainan City, Annan District 709 Taiwan Tel: 86 756 7722898 ext.891 Email: connie@sheencolor.com 3. Shanghai Zhenxin Trade Vendor $2,280,708 Biotechnology Co. Ltd Attn: President or General Counsel No 121 Yezhuang Road Fengxian District Shanghai, China Tel: +86(0)21-50610052 A&H International Cosmetics Co., Ltd Attn: President or General Counsel No.338 Zhuang Wu Road Zhuanghang Town, Fengxian District Shanghai 201415 China Tel: 0086 18017199589 Email: sales06@a-hcosmetics.com 4. James Dickinson Contract $2,163,157 Address on File 5. Jaclyn Hill Contract $2,008,636 301 W Platt #632 Tampa, FL 33606 Tel: 813-405-7006 Email: jaclyn@jaclynhillcosmetics.com 6. Intercos America, Inc. Trade Vendor $1,817,464 Attn: Philippe Warner, Chief Executive Officer North America 11 Centerock Road West Nyack, NY 10994 Tel: 845-267-3621 Fax: 845-268-4777 Email: andrewornstein@intercos.it Intercos Europe Spa Attn : Renato Semerari, Chief Executive Officer Str. Provinciale 472 Bergamina 26010 Dovera – Cr Italy Tel: 39 037379291; 39 039 6552267 Fax: 39 0373 929254 Email: elisabodio@intercos.i Intercos Korea Inc Attn: Renato Semerari, Chief Executive Officer 40-38 Gajangsaneopseobuk-Ro Osan-Si Gyeonggi-Do 18103 Korea, Republic of Tel: 82-10-3909-4133 Email: jurichoi@intercoskr.co Interfila Cosmetics (Shanghai) Co. Ltd Attn: Renato Semerari, Chief Executive Officer No 1898, Daye Highway Zhuanghang Town, Fengxian District China Tel: 86-21-57406821-30 Fax: 86-21-57405577 Email: jqiu@interfilash.com 7. Jeffree Star Contract $1,416,681 Address on File 8. Beautydom Cosmetics Trade Vendor $1,369,785 Attn: President or General Counsel Meihua Road, Humei Village, Qishi Town Dongguan Guangdong Province 523499 China Tel: 86-755-26835960 Email: sales@beautydom-cn.com 9. Ithaca Media Contract $1,268,814 Ventures, LLC (AGRB LLC) Attn: Jules Ferree , President 2110 Colorado Ave., Suite 200 Santa Monica, CA 90404 Email: jules@scooterbraun.com 10. PT Kemas Indah Maju Trade Vendor $1,051,974 Attn: President or General Counsel Jl. Rawa Terate 2 No.16, Kawasan Industri Pulo Gadung Kelurahan Jatinegara. Kecamatan Cakung Jakarta Timur Indonesia Tel: 917-858-8471 Email: darren@ptkemas.com 11. Wunderkind Corporation Trade Vendor $1,026,547 Attn: Ryan Urban, President 1 World Trade Center Floor 74 New York, NY 10007 Tel: 212-292-3162 Email: invoices@wunderkind.co 12. Toly Usa Inc Trade Vendor $961,742 Attn: Andy Gatesy, Chief Executive Officer, and Chairman 10 Times Square, 6th Floor New York, NY 10018 Tel: 646-434-8872 Email: kku@toly.com 13. Alvarez & Marsal Private Professional $915,115 Equity Performance Services Improvement Group, LLC Attn: Liz Carrington, Treasurer 600 Madison Avenue, 8th Floor New York, NY 10022 Tel: 646-495-3543 Email: treasury@alvarezandmarsal.com 14. Art Cosmetics Srl / Trade Vendor $849,885 Art Cosmetics S.R.L. Georgie Attn: Lori Kutch, President Via Marconi 18-20 24040 - Fornovo San Giovanni (BG) Italy Tel: 39-0363-547001 Email: marianna.boscaro@artcosmetics.it 15. Shenzhen Xinxinlei Trade Vendor $815,814 Attn: President or General Counsel Block 101, No.17 Guanlan Avenue Xikeng Community, Fucheng Street, Longhua District, Shenzhen 518110 China Tel: 86-755-28130778 Email: landy.z@xinleibrush.com 16. GGP Ala Moana LLC Real Property $807,605 Attn: Ronald L Gern, Lease Senior Vice-President Ala Moana Center P.O. Box 860267 Minneapolis, MN 55486-0267 Tel: 312-960-5434 Email: alamoanacenterach@brookfield propertiesretail.com 17. Belen Hernandez CA PAGA- $750,000 (with State of California & Class) Claim c/c Edwin Aiwazian Settlement Lawyers for Justice, PC 410 West Arden Avenue, Suite 203 Glendale, CA 91203 Tel: (818) 265-1020 18. Garrett Hewitt International Trade Vendor $715,314 Attn: Jason Clerke, President 21 Old Main St., Suite 106 Fishkill, NY 12524 Tel: 845-896-4204 Fax: 845-896-2652 Email: denise@garretthewitt.com 19. Dadeland Mall / Real Property $676,036 SDG Dadeland Associates Inc Lease Attn: President or General Counsel P.O. Box 644076 Pittsburgh, PA 15264-4076 Tel: 305.665.6227 Fax: 305-665-5012 Email: simon-0735@simon.com 20. Water Tower Joint Venture Real Property $674,039 Attn: Derek Norton, Lease Founder and Managing General Partner Water Tower Place SDS-12-3035, P.O. Box 86 Minneapolis, MN 55486-3035 Tel: 312-960-2598 Email: watertowerplaceach@ brookfieldpropertiesretail.com 21. Diamond Packaging Trade Vendor $638,736 Attn: Karla Fichter, Chief Executive Officer P.O. Box 64676 Baltimore, MD 21264-6467 Tel: 585-344-8030 EXT 203 Fax: 585-334-9141 Email: sburrs@diamondpackaging.com 22. Taikone Technology Limited Trade Vendor $576,936 Attn: President or General Counsel Suifengnian Industrial Park, Shatian Town Dongguan, Guangdong 523980 China Tel: 86-769-89962228 Email: ruth.yu@taikone.com 23. King Of Prussia Associates Real Property $575,276 Attn: President or General Counsel Lease P.O. Box 829412 Philadelphia, PA 19182-9412 Tel: 317-656-3309 Email: simon-7703@simon.com 24. JJX Packaging Group Trade Vendor $520,007 Attn: President or General Counsel A01 Huan Zhuli Industrial Rd Changping Town, Dongguan City 523585 China Tel: 86 157 7300 0748 Email: sales25@jyxpackaging.com 25. Space Brands Limited Contract $495,079 Attn: President or General Counsel 5Th Floor, Shropshire, 11-20 Capper Street London, WC1E 6JA United Kingdom Tel: (44) (0) 207.299.4999 Email: graham.taylor@spacenk.co 26. Zhejiang Meeue Trade Vendor $474,680 Cosmetics Co. Ltd / Yiwu Linkbeauty Biotechnology Co Ltd Attn: President or General Counsel 699 Chunyue Road, Beiyuan Industrial Area Zhejiang 322000 China Tel: 86-0579-85617909 Email: jif@meixuecosmetics.com 27. Pixlee, Inc Trade Vendor $436,601 Attn: Kyle Wong, Co-Founder & Chief Executive Officer 2443 Fillmore St #380-18365 San Francisco, CA 94115 Tel: (650) 740-6975 Email: ar@pixleeteam.com 28. Towson TC, LLC Real Property $432,637 (Towson Town Center) Lease Attn: President or General Counsel Towson Town Center SDS-12-2891, P.O. Box 86 Minneapolis, MN 55486-2891 Tel: 312-960-5401 Email: towsontowncenterach@ brookfieldpropertiesretail.com 29. MOAC Mall Holdings LLC Real Property $426,982 Attn: President or General Counsel Lease Nw 5826 P.O. Box 1450 Minneapolis, MN 55485-5826 Tel: 952-883-8530 Email: al.hines@moa.net 30. Ameream LLC Real Property $421,320 Attn: President or General Counsel Lease One Meadowlands Plaza, 14th Floor East Rutherford, NJ 07073 Tel: 201-340-2900 Email: tenant.billing@americandream.com 31. Newport Centre, LLC Real Property $414,832 Attn: President or Lease General Counsel (Newport Associates Phase I Developers Limited Partnership) 867545 Reliable Parkway Chicago, IL 60686-0075 Tel: 317-685-7342 Email: jsiebein@simon.com 32. HCP Packaging Trade Vendor $399,915 Hong Kong Limited Attn: Eddy Wu, President & Chief Executive Officer Room 1317, Leighton Centre Leighton Road Causeway Bay Hong Kong Tel: 00852-28811803 Email: penny_chan@hcpackaging.com HCP Packaging USA Inc Attn: Charles Chang, President & Chief Executive Officer 370 Monument Road Hinsdale, NH 03451 Tel: 603-256-3141 EXT 375 Fax: 603-256-6979 Email: kdunham@hcpackaging.com 33. Suva Beauty Inc. Trade Vendor $398,009 Attn: Shaina Azad, Chief Executive Officer 140-19288 22 Ave Surrey BC V3Z 3S6 Canada Tel: 604-283-4033 Email: trevor.haynes@suvabeauty.com 34. Struc Design, LLC Trade Vendor $393,423 Attn: Leticia Fernandez, Director of Operations 7444 Valjean Ave Van Nuys, CA 91406 Tel: 310-741-9324 Email: shane@strucdesign.com 35. Santa Cruz Nutritionals Trade Vendor $378,318 Attn: Carlyn D Solomon, Chief Executive Officer 2200 Delaware Ave Santa Cruz, CA 95060 Tel: 831-471-3114 Fax: 831-460-1417 Email: kgarnett@scnutr.com 36. 220 Laboratories Trade Vendor $374,741 Attn: Yoram Fishman, Chief Executive Officer 2375 Third Street Riverside, CA 92507 Tel: 818-644-7831 Fax: 951-683-0952 Email: alevy@220labs.com 37. Roosevelt Field Real Property $356,282 Attn: President or Lease General Counsel P.O. Box 772854 Chicago, IL 60677-2854 Tel: 317-263-8192 Email: kevin.mull@simon.com 38. Aventura Mall Venture Real Property $352,468 Attn: President or General Counsel Lease P.O. Box 947006 Atlanta, GA 30394-7006 Tel: 305-933-5546 Email: eperez@turnberry.com 39. Prtnrs Mgmt Inc (Ariel Tejada) Contract $345,977 Attn: Marissa Alfe & Lauren Fitzgerald, Partners 19702 Pine Canyon Rd. Santa Ana, CA 92705 Tel: 714-329-1097 Email: lauren@theprtnrs.com 40. Fusion Packaging, I, LP Trade Vendor $344,955 Attn: Derek Harvey and Jonathan Gross, Co-Founder 35 Thousands Oaks Blvd Morgantown, PA 19543 Tel: 415-305-4918 Email: jfieldman@fusionpkg.com Fusionpkg Beauty Lab Attn: Derek Harvey, Co-Founder Via Cesare Cattaneo 8 Cantu Co 22063 Italy Tel: 415-305-4918 Email: jfieldman@fusionpkg.com 41. Southpark Mall Limited Real Property $329,722 Partnership Lease Attn: President or General Counsel P.O. Box 409276 Atlanta, GA 30384-9276 Tel: 317-263-2274 Email: simon-7605@simon.com 42. VF Mall LLC Real Property $316,570 Attn: President or Lease General Counsel P.O. Box 55702 Los Angeles, CA 90074 Tel: 310-445-6846 Email: usarremittances@urw.com 43. Tampa Westshore Real Property $269,991 Associates LP Lease Attn: President or General Counsel Department 177001 P.O. Box 67000 Detroit, MI 48267-1770 Tel: 248-258-7576 Email: internationalplaza_remit@taubman.com 44. P Louise Trade Vendor $245,996 Attn: President or General Counsel The Old Bakery, Green Street Lytham, St Annes FY8 5LG United Kingdom Tel: 07852721251 Email: vicky@hivehublondon.com 45. Westland Garden State Real Property $244,383 Plaza Limited Partnership Lease Attn: Legal Department 2049 Century Park East, 41St Floor Los Angeles, CA 90067 Tel: 310-689-2636 Email: usarremittances@urw.com 46. Northpark Partners LP Real Property $216,760 Attn: President or General Counsel Lease P.O. Box 829007 Dallas, TX 75382-9007 Tel: 214-369-1234 Email: jtanzola@northparkcntr.com 47. Ceva Freight LLC Freight $214,449 Attn: President or General Counsel Mail Code 5003 P.O. Box 660367 Dallas, TX 75266-0367 Tel: 281-618-3291 Email: dg-gl morpheremittance@cevalogistics.com 48. CDG - Cosmetic Trade Vendor $209,283 Design Group, LLC Attn: Maurice Rasgon, Founder and Chairman 50 County Line Rd. Branchburg, NJ 08876 Tel: 973-805-6500 Email: accounting@cdgbeauty.com 49. Nabla Cosmetics, Inc Trade Vendor $205,848 Attn: Cristiano De Simone, Co-Founder and Chief Executive Officer 234 West 39th Street 2 Fl New York, NY 10018 Tel: +390283626903 50. Bentley Laboratories, LLC Trade Vendor $188,976 Attn: Brian Fitzpatrick, Chief Executive Officer 111 Fieldcrest Avenue Edison, NJ 08837 Tel: 732-512-0200 EXT 224 Fax: 732-512-0208 Email: ndonelly@bentleylabs.com 51. Shelby Wild Contract Unknown Attn: Nathan A. Holcomb ESQ., PC 125 Park Avenue, Suite 2618 New York, NY 10017 Tel: 646-819-0303 Email: nholcomb@holcombpc.com *At the request at the U.S. Trustee, the Debtors have included Playa Products, Inc.'s largest unsecured creditor, Bentley Laboratories, LLC, even though Bentley Laboratories, LLC would otherwise be the Debtors' 51st creditor on a consolidated basis. FORMA BRANDS: Files for Chapter 11 to Sell to Lenders ----------------------------------------------------- FORMA Brands, LLC, said its direct parent company, FB Debt Financing Guarantor, LLC, has entered into a definitive asset purchase agreement with an entity controlled by the agent under FORMA Brands' existing secured debt, Jefferies Finance LLC -- together with Jefferies Finance LLC, funds managed by Cerberus Capital Management, L.P. and FB Intermediate Holdings, LLC, each in their capacities as secured lenders, the "Investor Group" -- under which substantially all of FORMA Brands' assets will be acquired. To facilitate the sale process, FORMA Brands and all of its domestic direct and indirect subsidiaries initiated voluntary Chapter 11 proceedings in the U.S. Bankruptcy Court for the District of Delaware. The proposed transaction is subject to higher or better offers, court approval and other customary conditions. The Company has received a commitment for approximately $33 million in debtor-in-possession financing from the Investor Group, which, subject to court approval, will be available to support the business and its operations throughout the court-supervised sale process. The agreement with the Investor Group includes FORMA Brands' wholesale operations, online platforms and international Morphe retail stores. The proposed transaction is expected to significantly strengthen FORMA Brands' financial position and provide additional support for the execution of its long-term growth strategy, which will focus largely on the Company's global wholesale and e-commerce operations. FORMA Brands remains committed to collaborating with its global creators and partners to enable its family of brands to bring next-generation beauty products to new and existing audiences. The Company's product development initiatives, brand launch plans and marketing collaborations remain in place. Throughout this process, customers can continue to shop FORMA Brands' portfolio of brands through the brands' online platforms, at leading specialty retailers and through the Company's international Morphe retail stores. Simon Cowell, President of FORMA Brands, said, "Over the last year, FORMA Brands has been implementing initiatives to stabilize our business and reposition our organization for long-term growth. This agreement is a testament to the strength of our brands most meaningful to our consumers, including Morphe and Morphe 2. We will have additional financial resources available to invest in our multi-category portfolio, product launches and innovative brand and marketing strategy as we advance our vision to inspire creativity, promote inclusivity and connect with consumers around the world through beauty. We appreciate the continued support of our financial partners and believe this is the best path forward for FORMA Brands as we position the business for the long term." Mr. Cowell continued, "We are excited to reinforce our focus on the opportunities we see ahead for our brands and continue bringing our thoughtfully selected beauty products to consumers through our individual online brand platforms, retail partners and Morphe stores outside the U.S. We thank our stakeholders for their continued support, including our global creators, influencers, affiliate and retail partners and our vendors and suppliers, all of whom play a key role in helping us curate the next generation of beauty brands and products. I also extend my deepest appreciation to our team members for their commitment to FORMA Brands and for always going the extra mile to deliver thoughtfully selected products to our consumers." FORMA Brands has filed a number of customary motions seeking court approval to continue supporting its operations during the court-supervised process, including the continued payment of employee wages and benefits without interruption. FORMA Brands expects to receive approval for these requests. In connection with the court-supervised sale and restructuring process, the Company has appointed Stephen Marotta as Chief Restructuring Officer. Mr. Marotta is a Senior Managing Director at Ankura Consulting Group, LLC with more than 35 years of financial restructuring experience. He previously served as Chief Restructuring Officer at Brooks Brothers and Payless ShoeSource, among others. Additional information is available on the Company's website. Court filings and other information related to the proceedings are available on a separate website administrated by the Company's claims agent, Kroll, at https://cases.ra.kroll.com/formabrands; by calling Kroll at (646) 440-4153, or (888) 627-6210 for calls originating outside of the U.S. and Canada; or by emailing FormaBrandsInfo@ra.kroll.com About FORMA Brands FORMA Brands -- https://www.FORMABrands.com/ -- is a builder of beauty brands anchored in innovative and high-quality products, marketing and operations. Each brand showcases differentiated products and a unique story, addressing different segments of the beauty market, while embracing many forms of beauty. The Company's products are sold through the top beauty retailers worldwide, including Ulta Beauty, Sephora, Mecca, Douglas, Selfridges, and Target. Forma Brands LLC, its parent FB Debt Financing Guarantor, LLC (f/k/a Morphe Debt Financing Guarantor, LLC), and several affiliates sought Chapter 11 protection in Delaware on Jan. 11 and 12, 2023. The lead case is in re FB Debt Financing Guarantor, LLC (Bankr. D. Del. Case No. 23-10025). The Debtors estimated $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. The Debtors tapped ROPES & GRAY LLP as general bankruptcy counsel; BAYARD, P.A. as Delaware counsel; and CONFIGURE PARTNERS, LLC as investment banker. ANKURA CONSULTING GROUP, LLC, is the CRO provider and financial advisor. KROLL, LLC, is the claims agent. FULTON FILMS: Case Summary & 10 Unsecured Creditors --------------------------------------------------- Debtor: Fulton Films LLC 1156 Fulton Street Brooklyn, NY 11216 Business Description: Fulton Films is engaged in activities related to real estate. The Debtor is the the fee simple owner of a real property located at 1156 Fulton St, Brooklyn, NY 11216, having an appraised value of $960,000. Chapter 11 Petition Date: January 12, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-40094 Judge: Hon. Elizabeth S. Stong Debtor's Counsel: Ronald D. Weiss, Esq. RONALD D. WEISS, P.C. 734 Walt Whitman Road Suite 203 Melville, NY 11747 Tel: (631) 271-3737 Fax: (631) 271-3784 Email: weiss@ny-bankruptcy.com Total Assets: $963,845 Total Liabilities: $12,991,779 The petition was signed by Florian Senfter as sole member. A full-text copy of the petition containing, among other items, a list of the Debtor's 10 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/53DO72Y/Fulton_Films_LLC__nyebke-23-40094__0001.0.pdf?mcid=tGE4TAMA GENAPSYS INC: Court Confirms Chapter 11 Plan After Assets Sale -------------------------------------------------------------- Vince Sullivan of Law360 reports that genetic sequencing company GenapSys Inc. received bankruptcy court approval Thursday, January 5, 2023, in Delaware for a Chapter 11 plan of liquidation that will provide recoveries to general unsecured creditors after selling its assets last fall. As reported in the TCR, pursuant to a Stalking Horse Bid, Sequencing Health agreed to purchase the Purchased Assets for the aggregate purchase price of up to $10,000,000 in cash consideration and the assumption of certain prepetition indebtedness to Oxford. The aggregate Purchase Price, based on the Cash Purchase Price and the Assumed Oxford Indebtedness, was approximately $42 million. On Sept. 12, 2022, the Bankruptcy Court approved the sale to Sequencing Health. Redwood Liquidating Co. f/k/a GenapSys, Inc. filed with the U.S. Bankruptcy Court for the District of Delaware a Combined Disclosure Statement and Chapter 11 Plan of Liquidation dated Nov. 28, 2022. Pursuant to the Chapter 11 Plan, allowed unsecured claims totaling $6,333,208 will receive a distribution of 17% of their allowed claims. About GenapSys Inc. GenapSys Inc. -- https://genapsys.com/ -- is a biotechnology company that transforms the human condition by building a scalable, affordable genomic sequencing ecosystem that will support research and diagnostics. It is based in Redwood City, Calif. GenapSys sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 22-10621) on July 11, 2022. In the petition filed by Britton Russell, chief financial officer and treasurer, the Debtor listed assets between $10 million and $50 million and liabilities between $50 million and $100 million. Judge Brendan Linehan Shannon oversees the case. The Debtor tapped Richards, Layton & Finger, PA as bankruptcy counsel; Willkie Farr & Gallagher LLP as special litigation and corporate counsel; and Lazard Freres & Co. LLC as investment banker. Kroll Restructuring Administration LLC is the Debtor's claims and noticing agent and administrative advisor. GENESIS GLOBAL: Cuts 30% of Manpower as It Mulls Chapter 11 Filing ------------------------------------------------------------------ Derek Saul of Forbes reports that yet another major cryptocurrency player is in serious danger of going under, as sources told the Wall Street Journal the embattled lender Genesis is weighing filing for bankruptcy, while the firm said Jan. 5, 2023, it had drastically reduced its headcount. Genesis laid off 30% of its employees, a person familiar with the matter told Forbes, matching an earlier report from CoinDesk, which along with Genesis is also owned by one-time billionaire Barry Silbert's Digital Currency Group (Genesis didn't immediately respond to Forbes' request for comment). Though Genesis has yet to publicly indicate it will file for bankruptcy, its outlook is bleak: The firm suspended withdrawals from its lending unit November 16 and has not unveiled a plan to resume withdrawals in the seven weeks since. Genesis owed creditors $1.8 billion as of December, a person familiar with the matter told Forbes at the time. KEY BACKGROUND The disclosure comes the same day as leading crypto bank Silvergate Capital's disclosure of $8.1 billion in net withdrawals over the last three months of 2022. Genesis had lent $2.4 billion to the Three Arrows Capital crypto hedge fund that went insolvent in June, and Genesis said in November that it had $175 million in funds locked on its FTX accounts but had no outstanding loans to FTX or Alameda Research, the firms founded by the billionaire turned pariah Sam Bankman-Fried. SURPRISING FACT Genesis would join a long list of one-time crypto giants in bankruptcy: Alameda, BlockFi, Celsius, FTX, Three Arrows and Voyager all filed for insolvency last 2022. TANGENT Cameron Winklevoss, the billionaire president of the crypto exchange Gemini wrote a scathing open letter to Silbert Wednesday, January 4, 2023, accusing him of engaging in "bad faith stall tactics" regarding Gemini’s outstanding $900 million loan to Genesis, allegations Silbert subsequently denied. FORBES VALUATIONS Forbes estimates Silbert, worth $3.2 billion as of last April, to now be worth $0, largely due to Genesis' mountain of debt. The Winklevoss twins are each worth $1.1 billion, according to its estimates, down from $4 billion apiece in April 2022 as the crypto industry tumbled. About Genesis Global Genesis launched the first OTC bitcoin trading desk in 2013. Since then, it has grown to facilitate hundreds of billions in annual transactions. ?Genesis claims to be the biggest trading desk for professional investors in cryptocurrency markets. Genesis is a unit of Stamford, Connecticut-based Digital Currency Group, a venture capital company focusing on the digital currency market. Aside from Genesis, DCG's subsidiaries are CoinDesk, Foundry, Genesis, Grayscale Investments, and Luna. The lending arm of crypto investment bank Genesis Global Trading said mid-November 2022 that it is temporarily suspending redemptions and new loan originations in the wake of FTX's collapse. The unit, known as Genesis Global Capital, serves an institutional client base and had $2.8 billion in total active loans as of the end of the third quarter of 2022. The year 2022 has been a rough year for the crypto industry. The price of bitcoin has dropped 65% since the start of the year, the cryptocurrency Luna suffered a total collapse in value, and several crypto firms have collapsed into bankruptcy. Companies that have sought Chapter 11 protection include crytpo hedge fund Three Arrows Capital, crytpo lender Celsius Network, New Jersey-based crypto lender Voyager Digital, Bahamas-based exchange FTX Trading, and Trenton, New Jersey-based crypto lender BlockFi. Genesis Global Capital in November 2022 confirmed that it has hired investment bank Moelis & Co. to explore how to shore up its crypto-lending business' liquidity and address clients' needs, days after halting withdrawals. "We've begun discussions with potential investors and our largest creditors and borrowers, including Gemini and DCG," Genesis interim CEO Derar Islim said in a memo sent to customers. THE CEO said Moelis was hired to fast-track these talks. GIGA-TRONICS INC: Sells $3.3M Senior Secured Convertible Notes -------------------------------------------------------------- Giga-Tronics Incorporated disclosed in a Form 8-K filed with the Securities and Exchange Commission it entered into a securities purchase agreement with two accredited investors on January 11 pursuant to which the Company sold to the Buyers $3.3 million 10% original issue discount Senior Secured Convertible Notes and five-year warrants to purchase shares of common stock, no par value for total gross proceeds of $3,000,000. The net proceeds will be used primarily for working capital. The Notes are secured by the assets of the Company pursuant to a Security Agreement entered into for such purpose, and are senior to the indebtedness payable to Ault Alliance, Inc., a lender and shareholder of the Company, pursuant to a Subordination Agreement entered into in connection with the SPA. The Notes mature on the earlier of (i) nine months from the issuance date, or Oct. 11, 2023, or (ii) completion of the uplist transaction pursuant to which the Company's common stock becomes listed for trading on a national securities exchange operated by The Nasdaq Stock Market or the New York Stock Exchange. The Notes accrue interest at a rate of 6% per annum payable monthly, which increases to 18% upon an event of default. In addition, under the Notes upon an event of default the Company is required to pay 20% of its consolidated revenues monthly on each interest payment date in reduction of the principal amount of the Notes then outstanding. The Notes provide for certain events of default which include failure of the Uplist Transaction to occur by the maturity date, failure to maintain effectiveness of the registration statement under the Registration Rights Agreement, suspension of trading of the Company's common stock for five consecutive trading days, failure to timely deliver shares issuable upon conversion of the Notes or exercise of the Warrants, failure to timely make payments under the Notes, default under other indebtedness, and certain other customary events of default, subject to certain exceptions and limitations. Upon an event of default, the holders will have the right to require the Company to prepay the Notes at a 125% premium. Further, upon a bankruptcy event of default or a change of control event, the Company will be required to prepay the Notes at a premium. If the conversion price falls below $0.25, the Company may also elect to prepay the notes at a 125% premium. Pursuant to the Notes, upon an event of default one of the investors is entitled to cause Jonathan Read, the chief executive officer and a director of the Company, to resign from his positions with the Company. Mr. Read executed and delivered to the investor an undated letter of resignation to that effect, which the investor may cause to be dated and released upon the occurrence of an event of default. The Notes are convertible upon the earlier of the Uplist Transaction and an event of default at a conversion price equal to the greater of (a) 90% of the lowest volume weighted average price ("VWAP") for the 10 trading days prior to the conversion date and (b) $0.25 per share, subject to adjustment including downward adjustment upon any dilutive issuance of securities. Each holder's conversion is subject to a 4.99% beneficial ownership limitation which may be increased to 9.99% on 61 days' notice from the holder. The Notes contain customary restrictive covenants including covenants against incurring new indebtedness or liens, changing the nature of its business, transfers of assets, transactions with affiliates, and issuances of securities, subject to certain exceptions and limitations. The Company repaid its existing line of credit with Western Alliance Bank which had an existing balance of approximately $59,000. Under the Notes the Company can enter into a factoring agreement of $2 million using the Company's accounts receivable as collateral. The Warrants entitle the holders to purchase a total of 1,666,666 shares of common stock for a five-year period from issuance, at an exercise price determined as follows: (i) beginning on the issuance date and for a period of 90 days thereafter, $0.78, (ii) if the Uplist Transaction has occurred as of the date of exercise, the lower of (A) $0.78 and (B) 110% of the per share offering price to the public in the Uplist Transaction, and (iii) if neither of (i) and (ii) apply, the lower of (A) $0.78 and (B) 90% of the lowest VWAP for the 10 trading days prior to the date of the exercise, subject to adjustment including downward adjustment upon any dilutive issuance of securities. If the Uplist Transaction is not completed prior to the maturity date of the Notes, the number of shares of common stock that may be purchased upon exercise of the Warrants will be doubled, without an adjustment to the exercise price. Each holder's exercise is subject to a 4.99% beneficial ownership limitation which may be increased to 9.99% on 61 days' notice from the holder. The Warrants may be exercised cashlessly if the registration statement covering the resale of the shares of common stock issuable upon exercise is not effective as required under the Registration Rights Agreement. The SPA, Warrants and Notes require a reserve of authorized but unissued shares of common stock initially equal to approximately 15,000,000 shares of common stock, subject to reduction as the Notes and Warrants are converted and exercised, respectively. Spartan Capital Securities, LLC served as placement agent in the offering and received a cash commission in the amount of 8% of the gross proceeds, or $240,000. In addition, the Company has agreed to pay the Placement Agent an expense allowance of $30,000. Furthermore, the Company agreed to issue the Placement Agent five-year warrants to purchase a number of shares of common stock equal to 8% of the total number of shares of common stock underlying the Notes and Warrants sold in the offering, or 1,200,000 shares. The Placement Agent Warrants have an exercise price of 110% of the Warrant exercise price. Under the SPA the Company reimbursed the Buyers a total of $60,000 out of the proceeds from the offering for fees and expenses incurred in connection therewith. In connection with the SPA, the Company entered into a Registration Rights Agreement pursuant to which it agreed to register the resale by the Buyers of the common stock issuable upon conversion of the Notes and Warrants. Pursuant to the Registration Rights Agreement, the initial registration statement on Form S-1 must be filed 30 days after the Notes become convertible, and to cause the registration statement to be declared effective within 90 days thereafter, subject to certain limitations and exceptions. About Giga-tronics Inc. Headquartered in Dublin, California, Giga-Tronics Inc. is a publicly held company, traded on the OTCQB Capital Market under the symbol "GIGA". Giga-tronics -- http://www.gigatronics.com-- manufactures specialized electronic equipment for use in both military test and airborne operational applications. The Company's operations consist of two business segments, those of its wholly owned subsidiary, Microsource Inc., and those of its Giga-tronics Division. The Company's Microsource segment designs and manufactures custom microwave products for military airborne applications while the Giga-tronics Division designs and manufactures real time solutions for RADAR/EW test applications. Giga-Tronics reported a net loss of $2.72 million for the year ended March 26, 2022, compared to a net loss of $393,000 for the year ended March 27, 2021. As of Sept. 30, 2022, the Company had $48.26 million in total assets, $25.31 million in total liabilities, and $22.96 million in total stockholders' equity. San Ramon, California-based Armanino LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated June 24, 2022, citing that the Company's significant recurring losses and accumulated deficit raise substantial doubt about its ability to continue as a going concern. GLOBAL NET: Fitch Alters Outlook on 'BB+' IDR to Negative --------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Ratings (IDRs) of 'BB+' for Global Net Lease, Inc. (GNL) and its operating partnership, Global Net Lease Operating Partnership, L.P. The Rating Outlook has been revised to Negative from Stable. The Negative Outlook reflects Fitch's expectation for GNL's leverage to remain near or above 8x for the forecast period, exceeding or providing limited headroom relative to the negative rating sensitivity at the 'BB+' level. Given headwinds related to increased interest rates, inflation and likely recessionary condition in 2023, Fitch believes that GNL will be challenged in utilizing certain leverage-reducing opportunities, such as equity issuance and disposition activity. GNL's equity has been trading at meaningful discounts relative to consensus net asset value (NAV) estimates. The Negative Outlook also considers headwinds and uncertainties affecting the office market and the role they'll have on NOI durability and refinancing risk over the short-to-medium term. KEY RATING DRIVERS Elevated Leverage to Persist: Fitch expects GNL's REIT leverage (net debt before preferred stock to recurring operating EBITDA) to be in the low-8x to high-7x range through the forecast period depending on the amount of acquisitions and funding mix, exceeding or providing limited headroom relative to the negative rating sensitivity at the 'BB+' level. Although there was improvement in 2022 after elevated leverage in 2021 and 2020 (8.1x and 8.7x, respectively) due to a number of larger end-of-period acquisitions, GNL will likely be challenged in utilizing certain leverage-reducing opportunities in 2023, namely equity issuance given the large and persistent NAV discount (34% as of Jan. 4, 2023). Fitch's ratings case now assumes no equity issuance in 2023 and $125 million in 2024, compared with the previous expectation of $250 million in both of those years. Tenant Quality Balances Concentration: Tenant concentration risk is offset by strong tenant credit quality and diversification. GNL's top 10 tenants comprised 33% of the company's annualized straight-line rent (SLR) at Sept. 30, 2022, which is comparable with net lease REIT peers and appropriate for the rating. The McLaren Group is the company's largest tenant at 5% of annualized SLR, followed by FedEx (4%) and Whirlpool (4%). GNL has 141 tenants that operate in 51 industries, of which 34% have an actual investment-grade rating (rated by Fitch or other NRSROs). The company estimates an additional 27% of tenants at an implied investment-grade rating, based on parent guarantees or implied by financial metrics. This combined 61% exposure has steadily declined from 78% at 4Q18; however, the amount has improved from 55% at 3Q21. Of note, the decline did not have a major impact on rent collections during the pandemic. Granular Portfolio Mitigates Single Tenant Risk: GNL's portfolio strategy focus on single tenant assets introduces binary occupancy risk; each building is either 100% leased or 0% leased. This risk generally results in less institutional competition for the asset type, such that other participants in the space tend to be less capitalized or resourceful as traditional institutional buyers, which can create enhanced pricing and return potential. GNL mitigates single tenant risk through portfolio diversification, in contrast to smaller, less-capitalized owners with fewer assets. As of Dec. 31, 2021, the company only had one property (the McLaren property located in the United Kingdom) whose annualized rental income represented more than 5% of total portfolio annualized SLR. Long-Term Leases: GNL's weighted average lease term of 8.1 years is lower than the net lease peer average of approximately 10 years, but high compared with the broader REIT peer group, including REITs focusing on office and industrial. The company's lease expiration schedule is well balanced, with some lease maturity concentration in 2024 and 2025 at 12% and 7% of annualized SLR, respectively. Fitch also views intermediate term risk to NOI is elevated given exposure to single-tenant office properties, given meaningfully decreased levels of office utilization by tenants pursuant to the pandemic. Externally Managed: Fitch views GNL's external management structure as a modest credit negative that could result in persistent equity valuation discount that challenges executing its acquisition-led growth strategy within its financial policy targets. Institutional investors generally favor internally managed REIT structures given dedicated management and fewer related party transactions and potential interest conflicts. GNL is managed by AR Global Investments, LLC, a $12 billion global real estate asset manager. Positively, GNL's management agreement incentivizes AFFO-per-share growth and equity issuance, is subject to annual caps and declines based on AUM, and includes a stock-based component. DERIVATION SUMMARY Fitch expects GNL to maintain a globally diversified, acquisition-led portfolio growth strategy, with an emphasis on growing its industrial/distribution portfolio in the U.S. and Europe. However, GNL shares trade at a wide (approximately 34%) discount to consensus NAV estimates, which could temper equity issuance to fund acquisitions in the short to medium term. GNL's portfolio is diversified by geography and property type, albeit it is smaller than its triple-net U.S. equity REIT peers. As of Sept. 30, 2022, the company owned 310 properties consisting of 39.5 million square feet across the U.S. and Canada (66% of annualized rental income on a straight-line basis) and Europe (34%). GNL's portfolio has some property type diversification, with industrial/distribution, office and retail comprising 56%, 41% and 3% of annualized SLR, respectively, at Sept. 30, 2022. GNL's strong portfolio quality and rental income risk profile are balanced by its less established capital access, weaker credit metrics, and external management structure. The company's credit metrics, including leverage expected to sustain near or above 8x and net UA/UD sub-2x are weaker than 'BBB' category peers, including LXP Industrial Trust (BBB/Stable) and STAG Industrial, Inc. (BBB/Stable). GNL's credit metrics are expected to be similar to peer The Necessity Retail REIT, Inc. (BB/Stable), a triple-net peer (also externally managed by AR Global) with a focus in retail real estate. Fitch rates the IDRs of the parent REIT and subsidiary operating partnership on a consolidated basis, using the weak parent/strong subsidiary approach and open access and control factors, based on the entities operating as a single enterprise with strong legal and operational ties. Fitch applies 50% equity credit to the company's perpetual preferred securities given the cumulative nature of coupon deferral. The instruments are subordinated to debt, lack material covenants and the terms of the change of control do not negate the equity credit judgement. Certain metrics calculate leverage including preferred stock. KEY ASSUMPTIONS - Low single-digit SSNOI growth through the forecast period; - Acquisitions of $33.3 million in 2022, $125 million in 2023, $250 million in 2024 and $500 million in 2025. Dispositions are in the range of $50 million-$75 million through the forecast period; - Equity issuances will be minimal in 2022 and 2023, and increase to $125 million and $250 million in 2024 and 2025, respectively. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - REIT leverage (net debt before preferred stock to recurring operating EBITDA) sustaining below 7x; - Greater demonstrated access to unsecured debt capital, including private placement notes; - Unencumbered assets to unsecured debt (UA/UD) at or above 2.0x; - Increased portfolio scale and/or portfolio exposure to less capital-intensive industrial properties. Factors that could, individually or collectively, lead to negative rating action/downgrade: - REIT leverage (net debt before preferred stock to recurring operating EBITDA) sustaining above 8x; - UA/UD sustaining at or below 1.5x; - Portfolio operational underperformance with respect to occupancy, tenant retention and rent spreads. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch estimates GNL's liquidity coverage through fiscal YE 2024 at roughly 0.4x (all sources to all uses) and 1.6x (assuming 80% of secured debt is refinanced). As of Sept. 30, 2022, the company had $128.0 million of readily available cash and $78.9 million available under the revolving credit facility at its current borrowing base. GNL has a $1.45 billion senior unsecured revolving credit facility, the availability of borrowings under which is based on the value of a pool of eligible unencumbered real estate assets and compliance with various ratios related to those assets. The credit facility also includes an uncommitted accordion feature that gives GNL the option to increase commitments by up to an additional $500.0 million as either an addition to revolving commitments or as a term loan. This accordion feature is subject to obtaining commitments from new lenders or additional commitments from participating lenders and certain customary conditions. Fitch believes the non-recourse mortgages generate sufficient NOI to support the 80% refinancing scenario. Should refinancing of the mortgages prove challenging, Fitch expects that cross-default on the recourse debt would be avoided through a timely financing via GNL's revolving credit facility with an addition of unencumbered properties to the RCF borrowing base, their non-recourse status notwithstanding. The company has established and used at-the-market (ATM) issuance programs for common and preferred stock, which Fitch views favorably. However, GNL shares trade at a wide discount to NAV, which could temper equity issuance to fund acquisitions. Fitch defines liquidity coverage as sources of liquidity divided by uses of liquidity. Sources include unrestricted cash, availability under unsecured revolving credit facilities, and retained cash flow from operating activities after dividends. Uses include pro rata debt maturities, expected recurring capex, and forecast (re)development costs. As of Sept. 30, 2022, GNL is under various cash sweep conditions in regards to outstanding mortgages. Weaker Contingent Liquidity: Fitch estimates unencumbered asset coverage of net unsecured debt (UA/UD) was at 1.7x (at a 9% stressed cap rate), which is below the common 2.0x threshold for investment-grade U.S. equity REITs. Positively, the company's unencumbered pool is more heavily concentrated in the strong performing industrial property sector. Liquidity has also been modestly constrained by cash sweeps and reductions of revolver capacity by letter of credit provided to cure the cash sweep events. ISSUER PROFILE Global Net Lease, Inc. is a publicly traded REIT that owns, acquires and manages a diversified global portfolio of industrial/distribution, office and retail properties. It focuses on sale-leaseback transactions involving single tenant, mission-critical, income-producing, net-leased assets primarily across the U.S. and Western and Northern Europe. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Global Net Lease, Inc. LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ Affirmed RR4 BB+ preferred LT BB- Affirmed RR6 BB- Global Net Lease Operating Partnership, L.P. LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ Affirmed RR4 BB+ GREENWAY HEALTH: Moody's Lowers CFR to Caa1, Outlook Negative ------------------------------------------------------------- Moody's Investors Service downgraded Greenway Health, LLC's Corporate Family Rating to Caa1 from B3 and Probability of Default Rating to Caa1-PD from B3-PD. Moody's also downgraded the ratings on the senior secured bank credit facilities to Caa1 from B3. The outlook is negative. The ratings downgrade and the negative outlook reflect the increasing refinancing risks that Greenway is facing in addressing the February 2024 maturity of its term loan. Following weaker operating performance over the past few years, Moody's views the company's ability to restore organic revenue growth as uncertain and expects negative free cash flow in 2023. This combined with challenging debt market conditions could impair Greenway's ability to refinance timely with favorable economic terms. Downgrades: Issuer: Greenway Health, LLC Corporate Family Rating, Downgraded to Caa1 from B3 Probability of Default Rating, Downgraded to Caa1-PD from B3-PD Senior Secured Bank Credit Facility, Downgraded to Caa1 (LGD3) from B3 (LGD3) Outlook Actions: Issuer: Greenway Health, LLC Outlook, Changed To Negative From Stable RATINGS RATIONALE The Caa1 CFR reflects Greenway's refinancing risks related to the February 2024 term loan maturity (approximately $502 million outstanding as of fiscal 2022 ended September 30, 2022). The rating also incorporates Greenway's very high leverage, negative free cash flow, modest scale and operations in the electronic health record software and revenue cycle management services market, which features larger, better capitalized competitors. In fiscal 2022 Greenway's leverage increased to 7.5x debt/EBITDA, including addbacks for restructuring and other non-recurring expenses (excluding these add-backs leverage would be 13.5x), following continued declines in sales. Greenway's revenue has been pressured due to the loss of certain Prime Suite customers, operational challenges that led to lower revenue cycle management services (RCM) revenue in 2022, and a slower pace acquiring new customers. In addition, Greenway incurred significant cash expenses primarily related to the implementation of the 21st Century Cures Act certification, costs of setting up operations in India, and product investments. These expenses reached $40 million in fiscal 2022 and drove free cash flow negative. In fiscal 2023, Moody's projects flat topline growth and a material reduction in non-recurring expenses as the certification and Indian operations related projects have been largely completed. However, in addition to rising SOFR, Moody's expects a significant step up in interest spread versus current LIBOR plus 3.75%, assuming Greenway is able to successfully refinance, which will likely negate the operational improvements and potentially result in ongoing negative free cash flow. Greenway's liquidity is weak since the company's term loan matures in February 2024. The revolver remains undrawn ($30 million availability) and expires in November 2023. The cash balance is $28 million as of September 30, 2022 and Moody's projects negative free cash flow of around $10 – $15 million in fiscal 2023. The negative outlook reflects the significant risks that Greenway faces in refinancing its capital structure as well as the uncertainty regarding the inflection point for generating sustained positive free cash flows. Greenway's ESG Credit Impact Score is highly negative (CIS-4), primarily driven by the company's governance risks characterized by aggressive financial policies and high leverage under private equity ownership, as well the reputational harm and negative financial impact from the past product litigation. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if Moody's believes that there is an increased probability of a debt restructuring. The ratings could be upgraded if Greenway successfully refinances its February 2024 maturities, Moody's expects that free cash flow will turn positive for a sustained period, and leverage is expected to decline below 7x debt/EBITDA. Headquartered in Tampa, FL, Greenway provides ambulatory solutions and services for electronic health records, practice management, electronic data interchange, practice analytics, population health, and revenue cycle management. Controlled by affiliates of Vista Equity Partners, the company reported approximately $275 million of revenue in fiscal 2022. The principal methodology used in these ratings was Software published in June 2022. GROWLIFE INC: Closes Acquisition of Bridgetown Mushrooms -------------------------------------------------------- GrowLife, Inc. announced that on Jan. 6 it completed its acquisition of certain assets of Bridgetown Mushrooms, a grower of gourmet and functional mushrooms in the United States. GrowLife had reached a definitive agreement with Bridgetown in June, 2022. The announcement marks its official entrance into the booming mushroom sector and is now the core focus of the Company. Founded in 2018, Bridgetown has been a leading producer and supplier of fresh gourmet and functional mushrooms in the Pacific Northwest, and is now expanding nationwide to include a variety of functional mushroom infused products, as well as a new line of Mycology Supplies, specifically designed to meet the growing needs of commercial mushroom farmers across the country. Consumers continue to seek natural wellness alternatives to implement into their daily routines and mushrooms are one of the leading ways to do so. Bridgetown will continue to optimize its operational efficiencies and capacity through the acquisition, leading to great revenue generation potential and market penetration. Since early 2022, GrowLife has been investing both time and financial resources in assisting Bridgetown on its expansion efforts to help meet what has been overwhelming demand in all three of Bridgetown's Mushroom divisions. "The completion of this acquisition was a pivotal milestone for GrowLife as we have now positioned the company to be a national leader in the expanding mushroom category," said GrowLife CEO Dave Dohrmann. "Bridgetown is a proven business with a wonderful brand that has been built over the past 5 years. Now is the time to expand the brand nationwide, taking advantage of what are optimal growth conditions. The current demand for gourmet mushrooms, functional mushroom products and mycology supplies continues to be insatiable and there is not enough supply to keep up. It's the perfect time to expand as customers are beating down the door wanting product and that is a great problem to have. Bridgetown's leadership, who will remain in place, have a proven track record in both the science and operation of such a business and I am confident in their ability to meet our operational goals. With the support of our organization as a parent company, we plan to work hand-in-hand with the Bridgetown executive team as we continue to build what we foresee as a multimillion-dollar, profitable organization. "We could not be more excited to close this acquisition and get to work with the new tools available to us in building this business," said Trevor Huebert, founder of Bridgetown Mushrooms. "Dave has already brought so many ideas and opportunities to the table where we may not have had them without this acquisition. He has a macro view on the financial and operational landscape and GrowLife's vision of growing Bridgetown perfectly aligns with ours. We look forward meeting the demands of our growing customer base across all line of our business and now have the ability to do so." In an effort to communicate with current and potential shareholders and outline their growth plans for 2023, Dave Dohrmann and Trevor Huebert will be hosting a conference call on Jan. 19, 2023 at 4:30 p.m. Eastern Standard Time. Investors are encouraged to submit questions ahead of the webinar by emailing growlife@cmwmedia.com. Additionally, analysts interested in participating in the live webinar are encouraged to email growlife@cmwmedia.com in order to receive specific dial in instructions. Interested participants can register for the webinar at the following link: https://us02web.zoom.us/webinar/register/WN_R509K61ZSl-KNnp32hf7ZA About GrowLife Founded in 2012, GrowLife, Inc. (PHOT)-- http://www.shopgrowlife.com-- is the owner of Bridgetown Mushrooms, acting as its parent Company. GrowLife reported a net loss of $5.47 million for the year ended Dec. 31, 2021, compared to a net loss of $6.38 million for the year ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $2.71 million in total assets, $9.97 million in total current liabilities, $59,057 in total long-term liabilities, and a total stockholders' deficit of $7.33 million. Irvine, Calif.-based Macias Gini & O'Connell LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated May 16, 2022, citing that the Company has suffered recurring losses from operations, incurred negative cash flows from operating activities, and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. GUARDION HEALTH: Bradley Radoff Has 19.7% Stake as of Jan. 9 ------------------------------------------------------------ Bradley L. Radoff disclosed in a Schedule 13G/A filed with the Securities and Exchange Commission that as of Jan. 9, 2023, he beneficially owns 243,000 shares of common stock of Guardion Health Sciences, Inc., representing 19.7 percent of the Shares outstanding. Mr. Radoff directly owned 217,900 Shares. Mr. Radoff, as a director of Radoff Foundation, may also be deemed the beneficial owner of the 25,100 Shares owned by Radoff Foundation, which, together with the 217,900 Shares he directly owns, constitutes an aggregate of 243,000 Shares beneficially owned by Mr. Radoff. The percentage is based on 1,232,016 Shares outstanding as of Jan. 6, 2023, which is the total number of Shares outstanding as disclosed in the Issuer's Current Report on Form 8-K filed with the SEC on Jan. 6, 2023. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1642375/000092189523000087/sc13ga109076054_01102023.htm About Guardion Health Sciences Headquartered in San Diego, California, Guardion Health Sciences, Inc. -- http://www.guardionhealth.com-- is a specialty health sciences company that develops clinically supported nutrition, medical foods and medical devices, with a focus in the ocular health marketplace. Located in San Diego, California, the Company combines targeted nutrition with innovative, evidence-based diagnostic technology. Guardion Health reported a net loss of $24.75 million for the year ended Dec. 31, 2021, a net loss of $8.57 million for the year ended Dec. 31, 2020, a net loss of $10.88 million for the year ended Dec. 31, 2019, and a net loss of $7.77 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $28.23 million in total assets, $1.73 million in total liabilities, and $26.49 million in total stockholders' equity. HONX INC: Court Orders Hess Corp. to Provide Financial Support -------------------------------------------------------------- Akiko Matsuda of The Wall Street Journal reports that a Texas bankruptcy judge ordered Hess Corp. to make a written commitment of financial support in subsidiary Honx's chapter 11 case, which aims to resolve hundreds of asbestos-injury claims from an oil refinery it used to own in St. Croix in the U.S. Virgin Islands. Judge Marvin Isgur of the U.S. Bankruptcy Court in Houston, Texas, said in his bench ruling Wednesday, January 4, 2023, he agreed with asbestos claimants' argument that no rational negotiation can happen until Hess spells out its financial contribution. About HONX Inc. HONX Inc. is a subsidiary of Hess Corporation, a publicly-traded global energy company. HONX is the corporate successor of Hess Oil Virgin Islands Corporation, which owned and operated an oil refinery in St. Croix, U.S. Virgin Islands from the beginning of its construction in 1965 until a non-operating entity with minimal assets consisting primarily of a 50% ownership in a joint venture from 1998 to 2016, and post-2016 it has continued its corporate existence solely to manage its alleged asbestos liabilities related to the refinery. HONX sought Chapter 11 bankruptcy protection (Bankr. S.D. Texas Case No. 22-90035) on April 28, 2022. In the petition signed by Todd R. Snyder, chief administrative officer, the Debtor disclosed $10 million to $50 million in assets and $500 million to $1 billion in liabilities. Judge Marvin Isgur oversees the case. The Debtor tapped Kirkland & Ellis and Jackson Walker, LLP as bankruptcy counsels; Piper Sandler Companies/TRS Advisors, LLC as investment banker and financial advisor; and Bates White, LLC as asbestos consultant. Stretto, Inc. is the claims, noticing and solicitation agent. The Honorable Barbara J. Houser (Ret.) was appointed as the legal representative for future asbestos claimants in this Chapter 11 case. Ms. Houser tapped Young Conaway Stargatt & Taylor, LLP as bankruptcy counsel; O'ConnorWechsler, PLLC as local counsel; FTI Consulting, Inc., as financial advisor; and NERA Economic Consulting as consultant. IBARRA LLC: SARE Files for Chapter 11 Bankruptcy ------------------------------------------------ Ibarra LLC filed for chapter 11 protection in the Southern District of New York. The Debtor disclosed $2,500,123 in total assets against just $1,320,000 in total liabilities in its schedules. The Debtor, a SARE, owns the property at 228 West 136th Street, New York, NY 10030, valued at $2,500,000. Secured creditor Loan Funder LLC is owed $1,320,000. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Jan. 30, 2023, at 3:00 PM at Office of UST (TELECONFERENCE ONLY) - CHAPTER 11s. About Ibarra LLC Ibarra LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). Ibarra LLC filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10003) on Jan. 3, 2023. In the petition filed by Diana Ibarra, as manager, the Debtor reported assets and liabilities between $1 million and $10 million. The Debtor is represented by: Julio E. Portilla, Esq. Law Office Julio E. Portilla, P.C. 11206 West Ashbrook Pl Avondale, AZ 85392 INNERLINE ENGINEERING: Unsecureds Will Get 2.57% in 60 Months ------------------------------------------------------------- Innerline Engineering, Inc. filed with the U.S. Bankruptcy Court for the Central District of California a Disclosure Statement describing Second Amended Plan dated January 10, 2023. The Debtor is a wholly owned subsidiary of I.E. Storm Tech Leasing, Inc. The Debtor's primary business is to provide underground utility inspection services to private utility companies, quasi-government utility providers (e.g., PG&E), municipal utility providers and private contractors. After the purchase in 2017, the company was initially run on a day-to-day basis by Michele Padilla and her husband Ralph Padilla, the minority owners of the Debtor's parent company. By late 2018, Guo Fang Chang, the majority owner and her partner J.C. Yeh, discovered that the Padillas had engaged in mismanagement of the company on a significant scale. The Padillas were systematically not paying various tax obligations including payroll taxes at both the state and federal level. In January 2019, Ms. Chang used her majority ownership position to remove the Padillas from the day-to-day operations of the Debtor. Ms. Chang and Mr. Yeh have managed the day-to-day operations of the Debtor since 2019. By the time Ms. Chang and Mr. Yeh took control of the Debtor, its financial situation was perilous. It was severely cash strapped. The Debtor obtained three COVID-19-related financial relief related loans during 2020 and 2021. The Debtor used these funds to help it to recover from the impact of the pandemic and to rebuild the business in what is now a new business environment. These loan proceeds have assisted the Debtor in surviving and helped preserve value for creditors. Class 16 consists of General Unsecured Claims. In the present case, the Debtor estimates that general unsecured debts total approximately $3,310,590. Class 16 will be paid $85,000; this is estimated to pay approximately 2.57% of each claim. The Debtor will pay this amount in 60-monthly installments of $1,000, starting on the first day of the first month following the Effective Date and then $5,000 annually for the Plan term, first payment due within 12 months of the Effective Date. This Class is impaired. This class includes the claims of APS Environmental, Dig Vac, Herc Rentals, Midwest/MECC and Translease, which are all rendered unsecured due to the value of the Debtor's assets and the amounts owed to senior lienholders. This class also includes the unsecured portion of the claim of Inner Asset (Class 13) – rendered partially unsecured due to the value of the Debtor's assets and the amounts owed to senior lienholders. The Debtor's owners will retain their ownership interest in the Debtor. The Debtor will fund the Plan from the operation of its business and the funds that it has/will have accumulated in its DIP bank accounts. The Debtor has vigorously increased its contracts in order to resolve its financial issues - generating nearly $4,000,000 with the PG&E contract purchase order in 2022 alone. Further, the Debtor has generated additional revenue from other clients, such as state agencies, the High-Speed Rail agency, and other prime contracts. In total, this should exceed more than $5 million in potential revenue. The Debtor recently secured three-year contracts with California Department of Corrections and Rehabilitations, California Department of Transportation District 11 and 12, California Polytechnic University at Pomona, San Diego Gas & Electric Company, Santa Ana Water Protection Agency, Victor Valley Water Reclamation Authority, and other prime underground contracts. The Debtor will further increase potential revenue streams by seeking contract work with the Southern California Gas Company, which the Debtor expects to achieve by the first quarter of 2023. The Debtor anticipates that this contract will generate an additional $1,000,000 in potential annual revenue. A full-text copy of the Disclosure Statement dated January 10, 2023 is available at https://bit.ly/3iBimKc from PacerMonitor.com at no charge. Debtor's Counsel: Matthew D. Resnik, Esq. W. Sloan Youkstetter, Esq. RHM LAW LLP 17609 Ventura Blvd., Suite 314 Encino, CA 91316 Telephone: (818) 285-0100 Facsimile: (818) 855-7013 Email: matt@RHMFirm.com sloan@RHMFirm.com About Innerline Engineering Innerline Engineering, Inc. provides pipeline cleaning and inspection services. The Debtor filed Chapter 11 Petition (Bankr. C.D. Cal. Case No. 22-10545) on February 14, 2022. Hon. Wayne E. Johnson oversees the case. Matthew D. Resnik, Esq. of RESNIK HAYES MORADI, LLP is the Debtor's Counsel. In the petition signed by J.C. Yeh, chief financial officer, the Debtor disclosed $1,885,915 in assets and $9,163,707 in liabilities. JUST ENERGY: ERCOT Bankruptcy Suit Belongs to State Court --------------------------------------------------------- James Nani of Bloomberg Law reports that a Texas bankruptcy court went beyond its jurisdictional limits by weighing in on a dispute between Just Energy Group Inc. and Texas' grid operator over the soaring electricity prices caused by Winter Storm Uri, an appeals court has found. The US Bankruptcy Court for the Southern District of Texas should have allowed a state court to handle a pricing dispute between natural gas and electricity retailer Just Energy and the Electric Reliability Council of Texas Inc., or ERCOT, the US Court of Appeals for the Fifth Circuit said in its published opinion Thursday, January 5, 2023. About Just Energy Just Energy Group Inc. (TSX:JE; NYSE:JE) -- https//www.justenergy.com/ -- is a retail energy provider specializing in electricity and natural gas commodities and bringing energy efficient solutions and renewable energy options to customers. Currently operating in the United States and Canada, Just Energy serves residential and commercial customers. Just Energy is the parent company of Amigo Energy, Filter Group Inc., Hudson Energy, Interactive Energy Group, Tara Energy, and terrapass. On March 9, 2021, Just Energy Group Inc., Just Energy Corp., Ontario Energy Commodities Inc., Universal Energy Corporation, Just Energy Finance Canada ULC, Hudson Energy Canada Corp., Just Management Corp., Just Energy Finance Holding Inc., 11929747 Canada Inc., 12175592 Canada Inc., JE Services Holdco I Inc., JE Services Holdco II Inc., 8704104 Canada Inc., Just Energy Advanced Solutions Corp., Just Energy (U.S.) Corp., Just Energy Illinois Corp, Just Energy Indiana Corp., Just Energy Massachusetts Corp., Just Energy New York Corp., Just Energy Texas I Corp., Just Energy, LLC, Just Energy Pennsylvania Corp., Just Energy Michigan Corp., Just Energy Solutions Inc., Hudson Energy Services LLC, Hudson Energy Corp., Interactive Energy Group LLC, Hudson Parent Holdings LLC, Drag Marketing LLC, Just Energy Advanced Solutions LLC, Fulcrum Retail Energy LLC, Fulcrum Retail Holdings LLC, Tara Energy, LLC, Just Energy Marketing Corp., Just Energy Connecticut Corp., Just Energy Limited, Just Solar Holdings Corp., and Just Energy (Finance) Hungary ZRT filed for protection under the Companies' Creditors Arrangement Act ("CCAA") before the Ontario Superior Court of Justice (Commercial List). Just Energy Group Inc. and its affiliates filed petitions under Chapter 15 of the Bankruptcy Code in the United States (Bankr. S.D. Tex. Lead Case No. 21-30823) on March 9, 2021, to seek recognition of the Canadian proceedings. FTI Consulting Canada Inc. has consented to act as monitor in the CCAA proceeding. BMO Capital Markets has been engaged as financial advisor, Osler, Hoskin & Harcourt LLP and Fasken Martineau DuMoulin LLP are legal advisors in Canada, Kirkland & Ellis LLP and Jackson Walker LLP are legal advisors in the United States. KRISHNA HOTELS: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Krishna Hotels, Inc 433 Meadow Dr. Schaumburgh, IL 60193 Business Description: The Debtor is part of the traveler accommodation industry. It is the fee simple owner of a real property located at 1750 Fifth St., Lincoln, IL having an estimated valued of $1.2 million. Chapter 11 Petition Date: January 12, 2023 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 23-00384 Debtor's Counsel: Timothy C. Culbertson, Esq. P.O. Box 56020 Chicago, IL 60656 Tel: 847-913-5945 Email: tcculb@gmail.com Total Assets: $1,218,700 Total Liabilities: $2,121,166 The petition was signed by Jigisha Bhatt as president. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MWZEPEQ/Krishna_Hotels_Inc__ilnbke-23-00384__0001.0.pdf?mcid=tGE4TAMA LEATHERWOOD MARINA: Creditors to Get Proceeds From Liquidation -------------------------------------------------------------- Leatherwood Marina and Resort, LLC filed with the U.S. Bankruptcy Court for the Middle District of Tennessee a Second Amended Plan of Reorganization under Subchapter V dated January 9, 2023. The Debtor owns real property in Stewart County, Tennessee consisting of a marina, camping properties; restaurant, and approved boat docking. Leatherwood Marina and Resort is a complete resort with covered large deep slips, campground, cabins, and restaurant. It is located on Kentucky Lake and positioned in a deep and secluded cove offering storm and wind protection. The Debtor's assets are currently listed for sale for $3,300,000.00 by Simply Marina in Coral Gables, Florida. This Plan of Reorganization proposes to pay the creditors of the Debtor from liquidation. Non-priority unsecured creditors holding allowed claims will receive pro rata distributions from the sale of real estate in Stewart County, Tennessee consisting of a marina, camping properties, restaurant, and approved boat docking. Class 5 shall consist of all unsecured claims allowed (other than the contingent claims resulting from the litigations pending in the United States District Court for the Middle District of Tennessee, case numbers 3:20-cv-00772 Reda et al v. Campbell et al and Owners Insurance Company v. Leatherwood Marina & Resort, LLC et al), under § 502 of the Code that are not entitled to priority and not expressly included in the definition of any other class. The Allowed claims shall be paid in full of the liquidation of the real property in Stewart County, Tennessee consisting of a marina, camping properties; restaurant, and approved boat docking which has already been closed and the sale has been approved by the Court. Class 6 shall consist of all remaining unsecured claims, if allowed after a final judgement against the Debtor resulting from the litigations pending in the United States District Court for the Middle District of Tennessee, case numbers 3:20-cv-00772 Reda et al v. Campbell et al and Owners Insurance Company v. Leatherwood Marina & Resort, LLC et al. The claims in this class shall be $150,000.00 in full and complete satisfaction of all claims against the Debtor and Scott Walin from the liquidation of the real property in Stewart County, Tennessee consisting of a marina, camping properties; restaurant, and approved boat docking which has already been closed and the sale has been approved by the Court. Class 7 shall consist of the interests of the Equity Security Holders of the estate. The Debtor will retain all remaining funds of the estate after payment of all prior classes. Claims in this case shall be paid in full of the liquidation of the real property in Stewart County, Tennessee consisting of a marina, camping properties; restaurant, and approved boat docking within 180 days of confirmation of the plan. If this deadline is missed, the marina property would be auctioned off by an auctioneer agreed upon by Planters Bank and the Debtor. A full-text copy of the Second Amended Plan dated January 9, 2023 is available at https://bit.ly/3IJ0Tds from PacerMonitor.com at no charge. Attorney for Debtor: Steven L. Lefkovitz, Esq. Lefkovitz & Lefkovitz, PLLC 618 Church Street, Suite 410 Nashville, TN 37219 Telephone: (615) 256-8300 Facsimile: (615) 255-4516 Email: slefkovitz@lefkovitz.com About Leatherwood Marina and Resort Leatherwood Marina and Resort, LLC, a company that operates a resort hotel business, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-00301) on Feb. 1, 2022. In its petition, the Debtor disclosed $3,383,391 in assets and $1,738,500 in liabilities. Scott Walin, managing member, signed the petition. Judge Randal S. Mashburn oversees the case. Steven L. Lefkovitz, Esq., at Lefkovitz & Lefkovitz represents the Debtor as legal counsel. LITTLE WASHINGTON: Files Amendment to Disclosure Statement ---------------------------------------------------------- Little Washington Fabricators, Inc., submitted a First Amended Disclosure Statement describing First Amended Plan of Reorganization dated January 10, 2023. There are 2 Classes of Creditors under the Plan. Class 1 consists of allowed General Unsecured Claims and Class 2 consists of the Interest Holder. Class 1 Claims will receive a pro rata share of a guaranteed minimum of $250,000.00 as follows: $50,000.00 on the effective date of the Plan; $100,000.00 on the first anniversary of the effective date; and $100,000.00 on the second anniversary of the effective date. In addition, Class 1 Claims will receive 50% of the net recovery of the Stoltzfus Litigation Recovery which amounts shall exclude all legal fees and costs incurred in the prosecution of the Stoltzfus Litigation. Class 2 consists of the Interest Holders of the Debtor. All current interests, equity and common stock in the Debtor shall be extinguished. The Debtor shall issue new interest in the Debtor to Douglas L. Howe in exchange for the capital contribution of $50,000.00 on the effective date of the Plan. The capital contribution by Douglas L. Howe shall be used for the Debtor's first payment to general unsecured creditors. In addition, upon confirmation of the Plan, Douglas L. Howe has agreed to waive 100% of his claim against the Debtor in the amount of $423,849.00. In the event that the Debtor is forced to liquidate, said liquidation would result in a zero distribution for unsecured creditors after costs of sale and administrative claims which is significantly lower than the proposed payments set forth in the Debtor's Plan. The Debtor believes that most of its account receivables are not collectable because they are very old, ranging from 1 year to 3 years. The Debtor's Plan shall be funded by (i) the capital contribution of $50,000.00 from the Debtor's principal, Douglas L. Howe; (ii) the Debtor's operations and new work obtained by the Debtor; and (iii) 50% of the Stoltzfus Litigation Recovery. Except as otherwise specifically provided in the Plan or the Confirmation Order, any person who has, had or may have claims, rights, causes of action, liabilities or interests based upon any: (i) projects of the Debtor, whether arising pre-petition or post-petition, or (ii) executory contracts of the Debtor, whether rejected or assumed by the Debtor, shall not be precluded and prohibited, on and after the effective date, from pursuing against third-parties: (a) the commencement or continuation of any action or other proceeding of any kind with respect to any claim, rights, causes of action, liabilities or interests which it possessed or may posses prior to the effective date, (b) the enforcement, attachment, collection or recovery of any judgment, award, decree or order with respect to any claim, interest or any other right or claim, or (c) the creation, perfection or enforcement of any claim, interest or any other right or claim. A full-text copy of the First Amended Disclosure Statement dated January 10, 2023 is available at https://bit.ly/3CJVHCe from PacerMonitor.com at no charge. Attorneys for Debtor: Albert A. Ciardi III, Esq. Nicole M. Nigrelli, Esq. Ciardi Ciardi & Astin 1905 Spruce Street Philadelphia, PA 19103 Tel.: (215) 557-3550 Fax: (215) 557-3551 Email: aciardi@ciardilaw.com nnigrelli@ ciardilaw.com About Little Washington Fabricators Little Washington Fabricators, Inc., a company in Wagontown, Pa., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 22-10695) on March 22, 2022, with as much as $10 million in both assets and liabilities. Douglas L. Howe, president, signed the petition. Judge Patricia M. Mayer presides over the case. The Debtor tapped Albert A. Ciardi III, Esq., at Ciardi Ciardi & Astin as bankruptcy counsel. Eastburn and Gray, PC, McNees Wallace & Nurick, LLC and Costigan Law, PLLC serve as special counsels. METRO SERVICE: With Chapter 11 Filing, New Proposals Sought ----------------------------------------------------------- Sabrina Simms Robertson of The Democrat reports that Metro Service Group, which filed for Chapter 11 bankruptcy last December 2022, is still under contract with Adams County to collect trash for at least another 30 days, but that appears not to be happening as it should. During a January 3, 2023 meeting, board attorney Scott Slover said Metro is still under contract to pick up trash, board attorney Scott Slover said. Per the contract, the company could be penalized for each day garbage is not picked up, but if Metro ends its contract with the county with Chapter 11 bankruptcy protection the company won't be held responsible for paying those fines, Slover said. Meanwhile, the supervisors are already preparing for that contract to end by unanimously issuing a Request for Proposals from other companies. Doug Atkins, the founder of Hometown Waste, came to the January 3, 2023 meeting to offer his help to the county to prevent any lapse in service. Supervisor Kevin Wilson thanked Hometown for agreeing to help out but no formal actions were taken to that effect. About Metro Service Group Metro Service Group Inc. -- https://metroservicegroup.com/ -- offers a full range of facility-oriented services in addition to cleaning, engineering and consulting. Metro Service Group is one of New Orleans' two primary garbage haulers Metro claims Mayor LaToya Cantrell's refusal to enact emergency contract provisions during Hurricane Ida and the pandemic caused its financial woes and led to service breakdowns. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. La. Case No. 22-11197) on Oct. 6, 2022. In the petition signed by Jimmie Woods, president, the Debtor disclosed up to $50 million in both assets and liabilities. Judge Meredith S. Grabill oversees the case. Douglas S. Draper, Esq., at Heller Draper & Horn, LLC, is the Debtor's counsel. MICROSTRATEGY INC: Group One Holds 13.49% of Class A Shares ----------------------------------------------------------- Group One Trading, LP disclosed in a Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2022, it beneficially owns 1,261,744 shares of Class A common stock of MicroStrategy Incorporated, representing 13.49 percent of the Shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/932540/000093254023000001/MSTR13G.txt About MicroStrategy Microstrategy Incorporated is an enterprise analytics software and services company. Since its founding in 1989, MicroStrategy has been focused on empowering organizations to leverage the immense value of their data. MicroStrategy pursues two corporate strategies in the operation of its business. One strategy is to acquire and hold bitcoin and the other strategy is to grow its enterprise analytics software business. MicroStrategy reported a net loss of $535.48 million for the year ended Dec. 31, 2021, and a net loss of $7.52 million for the year ended Dec. 31, 2020. For the nine months ended Sept. 30, 2021, the Company reported a net loss of $445.50 million. As of Sept. 30, 2022, the Company had $2.54 billion in total assets, $2.74 billion in total liabilities, and a total stockholders' deficit of $200.29 million. * * * As reported by the TCR on June 15, 2021, S&P Global Ratings assigned its 'CCC+' issuer credit rating to Tysons Corner, Va.-based MicroStrategy Inc. S&P said, "The stable outlook reflects our expectation that MicroStrategy's operating results will remain consistent over the next 12 given its good recurring revenue base and the low interest expense on its convertible debt, which will allow it to maintain good EBITDA interest coverage and generate positive free operating cash flow. We expect these factors to enable the company to sustain its capital structure over the subsequent 12 months." MOBIQUITY TECHNOLOGIES: Walleye Opportunities Reports 5.3% Stake ---------------------------------------------------------------- Walleye Opportunities Master Fund Ltd. disclosed in a Schedule 13G filed with the Securities and Exchange Commission that, as of Dec. 30, 2022, it directly beneficially owned 522,727 shares of common stock of Mobiquity Technologies, Inc., representing 5.3 percent of the shares outstanding. Walleye Capital, as the Manager of Walleye Opportunities, may be deemed to beneficially own the 522,727 shares of Common Stock beneficially owned by Walleye Opportunities. On Dec. 30, 2022, Walleye Opportunities entered into a Securities Purchase Agreement, pursuant to which the Issuer sold to Walleye Opportunities, among other things, (i) 522,727 shares of Common Stock as an incentive for consummating the other transactions contemplated by the Purchase Agreement and (ii) a warrant to purchase shares of Common Stock, which Warrant is not exercisable until July 1, 2023 and is subject to a "blocker" provision which provides that the Warrant may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, in excess of 4.99% of the number of shares of Common Stock then issued and outstanding. As the Warrant is not exercisable within 60 days of the date of the event which requires the filing of this statement and is subject to the 4.99% Blocker, the shares of Common Stock issuable upon exercise of the Warrant are not included in the number of shares of Common Stock beneficially owned by the Reporting Persons. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1084267/000092189523000076/sc13g13485005_01092023.htm About Mobiquity Headquartered in Shoreham, NY, Mobiquity Technologies, Inc. is a next-generation marketing and advertising technology and data intelligence company which operates through its proprietary software platforms in the programmatic advertising space. The Company's product solutions are comprised of two proprietary software platforms: its advertising technology operating system (or ATOS) platform; and its data intelligence platform. Mobiquity reported a net comprehensive loss of $34.95 million for the year ended Dec. 31, 2021, a net comprehensive loss of $15.03 million for the year ended Dec. 31, 2020, and a net comprehensive loss of $44.03 million for the year ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $4.02 million in total assets, $1.83 million in total liabilities, and $2.20 million in total stockholders' equity. Lakewood, Co-based BF Borgers CPA PC, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 29, 2022, citing that the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. MUSCLE MAKER: Sadot Crosses $150M Revenue Milestone in 1st 60 Days ------------------------------------------------------------------ Muscle Maker, Inc. said its new wholly owned subsidiary, Sadot LLC, has crossed the $150 million revenue milestone in its first 60 days of operation. Sadot generated $54.19 million in revenue in November and an additional $96.39 million in top line sales for the full month of December. Sadot, in its first two months of operation, has now generated $150.58 million in total revenue. Total company year-to-date revenue increased by 1,836% to $159.25 million since the end of Q3, 2022. Sadot currently focuses on international shipping of physical food commodity items such as wheat, soybean meal, corn, etc. Shipments are via cargo ships that can range between 25,000 to 75,000 metric tons. Michael Roper, CEO of Muscle Maker, stated "it has been our belief that the creation of the new Sadot subsidiary and the diversification of Muscle Maker into additional lines of business could change the landscape for Muscle Maker overall. While Pokemoto and growing our franchising footprint will be a critical part of the restaurant division moving forward, the launch of Sadot and our agreement with AGGIA has made an immediate, significant impact to our top line revenue. Total company revenue through Q3, 2022 was $8.67 million. Sadot has generated $150.58 million in revenue in Q4, its first two months of operation, pushing the total company revenue for the entire 2022 year-to-date upwards of 1,836% to over $159.25 million in just 60 days. These numbers exclude Q4 revenue generated by our restaurant, meal prep, franchising and other divisions. "Value creation for our shareholders remains a focus for management. We are creating a more diversified company that currently reaches consumers via restaurants, meal plans, franchising and food commodity shipping. We continue to look for opportunities to further this strategy which could include many other lines of business such as farming, sourcing or production of food products." On November 18th, Muscle Maker filed a Form 8K with the Securities and Exchange Commission and issued a corresponding press release announcing a new subsidiary, Sadot, and a material agreement between Sadot and AGGIA. AGGIA will manage the day-to-day operations of Sadot for Muscle Maker, focusing on shipping, trading, sourcing, farming and production of physical food commodities. Roper continued, "We are excited to continue implementing the Sadot strategy, and we believe we are on the right path since we have generated over $150 million in revenue in the first two months of operation. While our wholly owned subsidiary Sadot focuses on the food commodity shipping and farming side of the business, the current Muscle Maker franchising team will continue to focus on growing the company through our Pokemoto franchising efforts. Our strategy remains the same. As a matter of fact, we recently announced we have now sold 55 Pokemoto franchise agreements to date, opening 8 so far and have an additional 47 to still be opened. Our efforts in 2022 should lead to an exciting 2023!" About Muscle Maker Headquartered in League City, Texas, Muscle Maker, Inc. is the parent company of "healthier for you" brands delivering food options to consumers through traditional and non-traditional locations such as military bases, universities, delivery and direct to consumer ready-made meal prep options. Brands include Muscle Maker Grill restaurants, Pokemoto Hawaiian Poke and SuperFit Foods meal prep. Muscle Maker reported a net loss of $8.18 million for the year ended Dec. 31, 2021, a net loss of $10.10 million for the year ended Dec. 31, 2020, and a net loss of $28.39 million for the year ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $25.38 million in total assets, $6.45 million in total liabilities, and $18.93 million in total stockholders' equity. MYOMO INC: Reduces Workforce by 12% to Cut Costs ------------------------------------------------ Myomo, Inc. said it had completed a reduction in force for the purpose of improving operating efficiency in its direct billing channel and reduce its cash burn. The action involved the elimination of approximately 12% of its workforce, impacting employees in its call center and administrative functions. This action and other cost reductions being undertaken by the Company are expected to save in excess of $2 million on an annual basis. "While unfortunate, this action was necessary in improve operating leverage and extend our cash runway as we continue to work on obtaining coverage and reimbursement for the MyoPro for Medicare Part B patients," said Paul Gudonis, Myomo's Chairman and chief executive officer. About Myomo Headquartered in Cambridge, Massachusetts, Myomo, Inc. -- http://www.myomo.com-- is a wearable medical robotics company that offers expanded mobility for those suffering from neurologicaldisorders and upper limb paralysis. Myomo develops and markets the MyoPro product line. MyoPro is a powered upper limb orthosis designed to support the arm and restore function to the weakened or paralyzed arms of patients suffering from CVA stroke, brachial plexus injury, traumatic brain or spinal cord injury, ALS or other neuromuscular disease or injury. Myomo reported a net loss of $10.37 million for the year ended Dec. 31, 2021, a net loss of $11.56 million for the year ended Dec. 31, 2020, a net loss of $10.71 million for the year ended Dec. 31, 2019, and a net loss of $10.32 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $12.16 million in total assets, $4.33 million in total liabilities, and $7.82 million in total stockholders' equity. NATIONWIDE FREIGHT: Wins Cash Collateral Access Thru Jan 31 ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Illinois, Eastern Division, authorized Nationwide Freight Systems, Inc. to use cash collateral on an interim basis during the period from January 11 to January 31, 2023. In exchange for the Debtor's use of cash collateral, PNC Bank National Association, Vox Funding, LLC and Forward Financing, LLC are granted, as adequate protection for their purported secured interests in the Debtor's property: 1. The Debtor will permit the Secured Creditors to inspect, upon reasonable notice and within reasonable hours, the debtor's books and records. By January 31, the Debtor must also provide PNC and any other Secured Creditor that requests it, the following information: a. Current A/R aging report; b. Balance sheet for the Debtor; and c. An analysis of the proposed budget showing the actual amounts that the debtor expended and received compared to the amounts on the budget. 2. The Debtor must maintain and pay premiums for insurance to cover all of its assets from fire, theft and water damage and upon request provide proof of insurance to any Secured Creditor who asks for it. Without limiting or waiving the Secured Creditors' rights to request additional adequate protection, the Secured Creditors are granted valid, perfected, enforceable security interests in and to the Debtor's post-petition assets, including all proceeds and products which are now or hereafter become property of the bankruptcy estate to the extent and priority of their alleged pre-petition liens, if valid, but only to the extent of any diminution in the value of those assets. The Debtor is excused from making any monthly adequate protection payment to PNC for the month of January 2023. A further interim hearing on the motion is scheduled for January 23 at 10 a.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3kblJYG from PacerMonitor.com. The budget provides for total expenses, on a weekly basis, as follows: $96,530 for the week ended January 6, 2023; $98,310 for the week ended January 13, 2023; $99,060 for the week ended January 20, 2023; $98,930 for the week ended January 27, 2023; and $99,200 for the week ended February 2, 2023. About Nationwide Freight Systems, Inc. Nationwide Freight Systems, Inc. is an asset-based transportation and logistics provider located in Elgin, Illinois. It provides transportation, logistics, and distribution services to the printing, retail, hospitality and textile industries, and also to many manufacturing and wholesale companies of various sizes. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 22-06364) on June 6, 2022. In the petition signed by Robert D. Kuehn, president, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Benjamin A. Goldgar oversees the case. David K. Welch, Esq., at Burke, Warren, Mackay and Serritella, PC is the Debtor's counsel. NAUTICAL SOLUTIONS: Unsecureds to Recover 100% In Prepackaged Plan ------------------------------------------------------------------ Nautical Solutions, L.L.C. and Nautical Solutions (Texas), LLC filed with the U.S. Bankruptcy Court for the Southern District of Texas a Disclosure Statement for the Joint Prepackaged Plan of Reorganization dated January 9, 2023. The Debtors are a leading provider of vessel support services and solutions to petroleum exploration, extraction and production, oilfield service, and offshore construction customers. Headquartered in Cut Off, Louisiana, the Debtors service customers through a fleet of 29 state-of-the-art offshore service vessels (the "OSVs" or the "Vessels"). The Vessels primarily operate in the United States portion of the Gulf of Mexico, Guyana, and Brazil. The Vessels provide vital support to customers undertaking the complex challenges in offshore drilling and production projects. Beginning in late spring 2021, the Debtors began working in earnest with their key stakeholders to facilitate a consensual restructuring transaction. The Debtors retained restructuring advisors in summer and fall 2021 and, on August 20, 2021, entered into separate forbearance agreements (each a "Forbearance Agreement" and, collectively, the "Forbearance Agreements") with certain of their lenders under each of the Credit Agreement and the Note Purchase Agreements with respect to the Debtors' then-current payments due to its Term Loan Lenders and Noteholders. On September 6, 2022, the Debtors, all of the Debtors' equity holders, the Noteholders, and certain of the Term Loan Lenders executed the Restructuring Support Agreement, which was substantially on the terms discussed at the in-person meetings in June. The Restructuring Support Agreement continues to have the support of 100% of the Debtors' equity holders and holders of approximately 68% of the First Lien Claims (including 100% of the Noteholders). The key terms of the Restructuring Support Agreement, which are reflected in the Plan, include: * treatment for holders of First Lien Claims, who shall receive: (a) the New Senior Secured Notes; (b) any excess Cash distribution owed and payable in accordance with the New Senior Secured Notes Exchange Agreement; and (c) additional Cash in an amount calculated at a rate of 8.50% per annum on $587,500,000 for the period from September 1, 2022 through the Effective Date, in accordance with the New Senior Secured Notes Exchange Agreement; * an Enhanced Collateral Package for the benefit of the New Senior Secured Noteholders, including, among other things, new Master Services Agreements documenting material shared services and other intercompany arrangements between the Debtors and ECO Affiliates, new IP licensing arrangements, and various undertakings and support agreements; * assumption of the Asset Sale Documents; * repayment in full or reinstatement of all unsecured trade claims; and * reinstatement of all equity interests in the Nautical Solutions. Importantly, the Restructuring Support Agreement provides the Debtors with significant flexibility regarding the implementation mechanisms for effectuating the terms of the deal. By its terms, the Restructuring Support Agreement contemplates either an out-of court restructuring or in-court restructuring, depending on the level of support from holders of First Lien Claims. If 100% of the holders of the First Lien Claims vote in favor of the deal, the Debtors will implement the Restructuring Transactions pursuant to an out-of-court private exchange transaction. If less than 100% of the holders of the First Lien Claims vote in favor of the deal, the Debtors will file for chapter 11 and seek confirmation of the Plan. The Restructuring Support Agreement is a significant achievement for the Debtors. The Debtors strongly believe that the Plan is in the best interests of the Debtors' estates and represents the best available alternative at this time. Given the core strengths of the Debtors' business and go-forward commitments for continuing support from the ECO Affiliates, the Debtors are confident that they can implement the Restructuring Support Agreement's deleveraging transaction and emerge from chapter 11 with long-term viability. Class 4 consists of General Unsecured Claims. Each holder of an Allowed General Unsecured Claim shall receive, at the Debtors' option with the consent of the Required Consenting Creditors, either: (a) payment in full in Cash; (b) Reinstatement of its Allowed General Unsecured Claim; or (c) such other treatment rendering such Allowed General Unsecured Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code. This Class will receive a distribution of 100% of their allowed claims. Class 5 consists of Intercompany Claims. Each holder of an Allowed Intercompany Claim shall have its Claim Reinstated, set off, settled, distributed, contributed, cancelled, released, or extinguished (in each case, without any distribution) at the Debtors' election and in their reasonable discretion such that such Allowed Intercompany Claims are treated in a tax-efficient manner to the extent reasonably practicable. Class 6 consists of Intercompany Interests. Intercompany Interests shall be Reinstated, set off, settled, distributed, contributed, cancelled, and released without any distribution on account of such Intercompany Interests, or such other treatment as reasonably determined by the Debtors, at the Debtors' election and in their reasonable discretion such that Intercompany Interests are treated in a tax-efficient manner to the extent reasonably practicable. Existing Nautical Interests in Class 7 shall be Reinstated. The Debtors and the Reorganized Debtors, as applicable, shall fund distributions and the Restructuring Transactions contemplated under the Plan with: (1) the issuance of the New Senior Secured Notes; (2) New Nautical Equity; and (3) Cash on hand, including Cash from operations and the Asset Sale. The Debtors or Reorganized Debtors, as applicable, shall use Cash on hand to fund distributions, consistent with the terms of the Plan. A full-text copy of the Disclosure Statement dated January 9, 2023 is available at https://bit.ly/3XkiWug from PacerMonitor.com at no charge. Proposed Co-Counsel to the Debtors: Matthew D. Cavenaugh, Esq. Jennifer F. Wertz, Esq. Victoria Argeroplos, Esq. Javier Gonzalez, Esq. JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, TX 77010 Tel: (713) 752-4200 Fax: (713) 752-4221 Email: mcavenaugh@jw.com jwertz@jw.com vargeroplos@jw.com jgonzalez@jw.com -and- Patrick J. Nash, Jr., P.C. John R. Luze, Esq. Jeffrey T. Michalik, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, IL 60654 Tel: (312) 862-2000 Fax: (312) 862-2200 Email: patrick.nash@kirkland.com john.luze@kirkland.com jeff.michalik@kirkland.com About Nautical Solutions Nautical Solutions, L.L.C. and Nautical Solutions (Texas), LLC are providers of vessel services to the offshore oil and gas exploration and production, oilfield service, and construction sectors. The Debtors' services include transportation of personnel and supplies to fixed and floating drilling and production rigs and platforms, surface support for subsea installation activities, and support and supply of offshore accommodation units. The Debtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90002) on January 9, 2023. Hon. Christopher M. Lopez oversees the case. JACKSON WALKER LLP, KIRKLAND & ELLIS LLP and KIRKLAND & ELLIS INTERNATIONAL LLP are the Debtors' General Bankruptcy Counsel. In the petition signed by Charles F. Comeaux, chief financial officer, the Debtor disclosed $500 million to $1 billion in assers and liabilities. NAUTICAL SOLUTIONS: Wins Interim Cash Collateral Access ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Nautical Solutions, LLC and affiliates to use cash collateral on an interim basis in accordance with the budget. The Debtors require the use of cash collateral to, among other things, permit the orderly continuation of the operation of their businesses. Prior to the Petition Date, pursuant to the First Amended and Restated Credit Agreement, first dated as of December 7, 2018 by and among (1) Nautical Solutions, L.L.C., as borrower; (2) JPMorgan Chase Bank, N.A., as administrative agent and collateral agent; (3) Bank of America, N.A., Wells Fargo Bank, N.A., and Suntrust Bank, as co-syndication agents; (4) Capital One, National Association and Compass Bank, as co-documentation agents, and (5) the lenders from time to time party thereto, the Prepetition Credit Facility Lenders provided a credit facility to Nautical. As of the Petition Date, the Debtors were indebted to the Prepetition Credit Facility Secured Parties under the Prepetition Credit Facility Documents in the approximate outstanding principal amount of $338.095 million plus interest and fees. Prior to the Petition Date, pursuant to two substantially identical note purchase agreements, Nautical issued two series of senior secured notes: (a) the Series A 7.50% amended and restated senior secured notes, due November 14, 2023, which were issued by Nautical pursuant to the Amended and Restated Note Purchase Agreement, dated December 7, 2018, by and among Nautical, the noteholders party thereto, and JPMorgan Chase Bank, N.A., as collateral agent; and (b) the Series B 7.50% amended and restated senior secured notes, due November 14, 2023, which were issued by Nautical pursuant to the Amended and Restated Note Purchase Agreement, dated December 7, 2018, by and among Nautical, the noteholders party thereto, and the Prepetition Note Agent. As of the Petition Date, the Debtors were indebted to the Prepetition Noteholders in the aggregate principal amount of $312.783 million plus interest and fees. The Debtors are permitted to use cash collateral for these purposes: a. to pay the costs of administration of the Cases and claims or amounts approved by this Court in the "first" and "second" day orders or as required under the Bankruptcy Code; b. for general corporate and working capital purposes; c. pay adequate protection payments to the extent set forth; and d. to fund the Carve Out, in each case, subject to the terms and conditions of the Interim Order, including the Budget. As adequate protection, the Prepetition Secured Parties are granted first ranking allowed superpriority administrative expense claims against each of the Debtors on a joint and several basis. The Prepetition Agent, for itself and for the benefit of the other Prepetition Secured Parties, is granted valid, binding, enforceable, and automatically perfected security interests in and liens upon in all Adequate Protection Collateral, which Adequate Protection Liens (1) will be subject and subordinate only to (x) the Carve Out and (y) the Permitted Prior Liens, and (2) will otherwise be senior to any and all other liens and security interests in the Adequate Protection Collateral. The final hearing on the matter is set for January 30 at 1 p.m. A copy of the order and the Debtor's budget is available at https://bit.ly/3whhMEJ from PacerMonitor.com. The budget provides for net cash flow, on a weekly basis, as follows: $46,000 for the week ending January 13, 2023; $2,530,000 for the week ending January 20, 2023; $6,202,000 for the week ending January 27, 2023; $886,000 for the week ending February 3, 2023; $3,178,000 for the week ending February 10, 2023; $541,000 for the week ending February 17, 2023; and $2,966,000 for the week ending February 24, 2023. About Nautical Solutions, LLC Nautical Solutions, LLC and affiliates are providers of vessel services to the offshore oil and gas exploration and production, oilfield service, and construction sectors. The Debtors' services include transportation of personnel and supplies to fixed and floating drilling and production rigs and platforms, surface support for subsea installation activities, and support and supply of offshore accommodation units. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 23-90002) on January 9, 2023. In the petition signed by Charles F. Comeaux, chief financial officer, the Debtor disclosed up to $1 billion in both assets and liabilities. Judge Christopher M. Lopez oversees the case. The Debtor tapped Jackson Walker LLP as local bankruptcy counsel, Kirkland and Ellis LLP and Kirkland and Ellis International LLP as general bankruptcy counsel, Jefferies LLC as investment banker, Ankura Consulting Group as financial advisors, and Kurtzman Carson Consultants LLC as notice and claims agent. NEONODE INC: Forsakringsaktiebolaget Has 10.18% Stake as of Jan. 11 ------------------------------------------------------------------- Forsakringsaktiebolaget Avanza Pension disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Jan. 11, 2023, it beneficially owns 1,381,257 shares of common stock of Neonode Inc., representing 10.18 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/87050/000110465923003244/tm233262d1_sc13ga.htm About Neonode Neonode Inc. (NASDAQ:NEON) -- http://www.neonode.com-- provides advanced optical sensing solutions for contactless touch, touch, gesture control, and in-cabin monitoring. The Company also provides software solutions for scene analysis that feature advanced machine learning algorithms to detect and track persons and objects in video streams for cameras and other types of imagers. Neonode reported a net loss attributable to the company of $6.45 million for the year ended Dec. 31, 2021, a net loss attributable to the company of $5.61 million for the year ended Dec. 31, 2020, and a net loss attributable to the Company of $5.30 million for the year ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $17.79 million in total assets, $1.90 million in total liabilities, and $15.89 million in total stockholders' equity. NEPHROS INC: Expects Fourth Quarter Net Revenue of $2.6 Million --------------------------------------------------------------- Nephros, Inc. announced preliminary revenue results for the fourth quarter and fiscal year ended Dec. 31, 2022. Net revenue for the quarter ended Dec. 31, 2022 is expected to be approximately $2.6 million, a 6% quarter-over-quarter increase and a 6% decrease from the quarter ended Dec. 31, 2021. Full-year 2022 net revenue is expected to be approximately $10.0 million, a 2% decrease over 2021. "Nephros certainly faced some headwinds in 2022, but we ended the year on a strong positive note, with sequential revenue growth, record Active Customer Sites (ACS), and significantly improved net cash flow," said Andy Astor, president and chief executive officer. "Quarter-over-quarter revenue increased 6% in the fourth quarter, ACS increased to a new record of 1,394, and our net cash flow for the second half of the year was approximately negative $500,000, compared to negative $2.9 million in the first half." Nephros ended the fourth quarter with approximately $3.6 million in cash on a consolidated basis. The Company will announce its fourth quarter and fiscal 2022 results on Wednesday, March 8, 2023, after market close and host a conference call that same day at 4:30 p.m. ET. About Nephros South Orange, New Jersey-based Nephros, Inc. -- www.nephros.com -- provides innovative water filtration products and services, along with water-quality education, as part of an integrated approach to water safety. Nephros reported a net loss of $3.87 million for the year ended Dec. 31, 2021, a net loss of $4.53 million for the year ended Dec. 31, 2020, a net loss of $3.18 million for the year ended Dec. 31, 2019, and a net loss of $3.32 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $11.33 million in total assets, $1.75 million in total liabilities, and $9.58 million in total stockholders' equity. NEXTPLAY TECHNOLOGIES: Chief Information Officer Resigns -------------------------------------------------------- Timothy Sikora notified NextPlay Technologies, Inc. of his resignation as the Company's chief information officer, effective Dec. 30, 2022, as disclosed in a Form 8-K filed with the Securities and Exchange Commission. Mr. Sikora tendered his resignation in connection with the pending separation of NextTrip Group, LLC, a subsidiary of NextPlay, from the Company, as previously disclosed in that Current Report on Form 8-K filed by the Company with the SEC. NextPlay stated Mr. Sikora's resignation is not the result of any dispute or disagreement with the Company on any matter relating to the Company's operations, policies or practices. About NextPlay Technologies NextPlay Technologies, Inc. (formerly known as Monaker Group Inc.) -- nextplaytechnologies.com -- is a technology solutions company offering games, in-game advertising, crypto-banking, connected TV and travel booking services to consumers and corporations within a growing worldwide digital ecosystem. NextPlay's engaging products and services utilize innovative AdTech, Artificial Intelligence and Fintech solutions to leverage the strengths and channels of its existing and acquired technologies. NextPlay reported a net loss of $40.41 million for the year ended Feb. 28, 2022, compared to a net loss of $1.63 million for the period from March 6, 2020 to February 28, 2021. As of Aug. 31, 2022, the Company had $101.47 million in total assets, $52.93 million in total liabilities, and $48.54 million in total stockholders' equity. Sugar Land, Texas-based TPS Thayer, LLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated June 17, 2022, citing that the Company has suffered recurring losses from operations and has stockholders' deficit that raise substantial doubt about its ability to continue as a going concern. NXT ENERGY: Closes Second $1.6M Tranche of Private Placement ------------------------------------------------------------ NXT Energy Solutions Inc. said it has now received an additional $1,600,950 in connection with the issuance of 8,210,000 common shares in the second tranche of the $2.32 million private placement that was announced on Dec. 22, 2022. As of Jan. 11, 2023, a total amount of $1,824,865 or 9,358,282 common shares have been issued to participants in the Private Placement at a purchase price of $0.195 per common share. Common shares issued as a result of the Private Placement will be subject to a hold period of four months plus a day from the date of issuance. New Insider With the closing of the second tranche, Mr. Michael P. Mork and MCAPM, LP, have purchased a total of 8,750,000 common shares or $1,706,250 of the Private Placement. Mork Capital now owns approximately 19.3% of the outstanding common shares of the Company. Two members of the Company's Board of Directors participated in the first tranche of the Private Placement, for a total of $83,515. Closing of the Final Tranche of Private Placement The Company intends to complete the remaining $495,785 of the Private Placement at a purchase price of $0.195 per Common Share by Jan. 27, 2023. About NXT Energy NXT Energy Solutions Inc. is a Calgary-based technology company whose proprietary SFD survey system utilizes quantum-scale sensors to detect gravity field perturbations in an airborne survey method which can be used both onshore and offshore to remotely identify areas with exploration potential for traps and reservoirs. The SFD survey system enables the Company's clients to focus their hydrocarbon exploration decisions concerning land commitments, data acquisition expenditures and prospect prioritization on areas with the greatest potential. SFD is environmentally friendly and unaffected by ground security issues or difficult terrain and is the registered trademark of NXT Energy Solutions Inc. NXT Energy Solutions provides its clients with an effective and reliable method to reduce time, costs, and risks related to exploration. NXT Energy reported a net loss and comprehensive loss of C$3.12 million for the year ended Dec. 31, 2021, compared to a net loss and comprehensive loss of $6.03 million for the year ended Dec. 31, 2020. As of June 30, 2022, the Company had C$17.96 million in total assets, C$3.35 million in total liabilities, and C$14.61 million in shareholders' equity. Calgary, Canada-based KPMG LLP, the Company's auditor since 2006, issued a "going concern" qualification in its report dated March 31, 2022, citing that the Company's current and forecasted cash and cash equivalents and short-term investments position are not expected to be sufficient to meet its obligations that raises substantial doubt about its ability to continue as a going concern. OMNIQ CORP: Awarded Multi-Year Supply Contract From Clalit ---------------------------------------------------------- omniQ Corp. said it has received a multi-year, supply and maintenance contract from Clalit, Israel's largest HMO providing Self Service Patient Management Kiosks. The kiosks will be utilized in 14 Hospitals and 2,000 plus clinics serving over 50% of the Israeli population. Estimated value of the contract is $3M. Shai Lustgarten, CEO of OMNIQ commented, "This is another significant follow-on order from Israel's largest HMO and we are excited to be part of making a difference in the health care sector that will benefit patients today and also many generations to come. Our health care solution will help improve efficiency and accessibility, while saving money and eliminating wasted time for both the staff and patients. In addition, utilizing our Kiosks will help increase patient safety, improve self-care disease management, all while reducing human errors. Our healthcare business has experienced accelerated growth over the past 2 years as automation and computerized systems are essential for efficient service and robust data exchange. As healthcare budgets expand, we expect our opportunities for growth to continue." omniQ Corp's subsidiary, Dangot, was the pioneer in providing computerized services with smart integrated solutions and is the leading supplier of Intelligent Carts and Kiosks to most of the hospitals in Israel. The Company's Kiosks integrates communication capabilities, printer and Bar Code readers for automatic identification of the patient, connected to a powerful computer that contains patients' files minimizing human errors, providing faster and better service experience to the patient. About omniQ Corp. Headquartered in Salt Lake City, Utah, omniQ Corp. (OTCQB: OMQS) -- http://www.omniq.com-- provides computerized and machine vision image processing solutions that use patented and proprietary AI technology to deliver data collection, real time surveillance and monitoring for supply chain management, homeland security, public safety, traffic and parking management and access control applications. The technology and services provided by the Company help clients move people, assets and data safely and securely through airports, warehouses, schools, national borders, and many other applications and environments. Omniq reported a net loss of $13.14 million for the year ended Dec. 31, 2021, a net loss of $11.50 million for the year ended Dec. 31, 2020, and a net loss attributable to the company's common stockholders $5.31 million. As of Sept. 30, 2022, the Company had $70.34 million in total assets, $77.91 million in total liabilities, and a total deficit of $7.56 million. PANDORA SERVICING: Case Summary & Four Unsecured Creditors ---------------------------------------------------------- Debtor: Pandora Servicing LLC 26970 Aliso Viejo Pkwy Ste 150 Aliso Viejo, CA 92656 Chapter 11 Petition Date: January 11, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-10051 Judge: Hon. Scott C. Clarkson Debtor's Counsel: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Boulevard, 6th Floor Beverly Hills, CA 90212 Tel: (310) 271-6223 Fax: (310) 271-9805 Email: michael.berger@bankruptcypower.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by William Wilson, co-trustee of the Collaborative Administrative Trust. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ILF5UOY/Pandora_Servicing_LLC__cacbke-23-10051__0001.0.pdf?mcid=tGE4TAMA PARTY CITY: Reportedly Nearing Bankruptcy Filing ------------------------------------------------ Rachel Butt and Reshmi Basu of Bloomberg News report that Party City Holdco Inc. is laying the groundwork for a bankruptcy filing within weeks that may end with creditors taking ownership of the retailer, according to people with knowledge of the situation. The company will likely miss a coupon payment due in mid-February and could seek reprieve from its creditors to negotiate a restructuring, according to the people, who asked not to be identified because the matter is private. A creditor group that includes Capital Group Cos Inc. and Silver Point Capital is having restructuring talks ahead of the potential filing, according to the people. About Party City Party City Holdco Inc. (NYSE: PRTY) is the leading party-supply retailer in the U.S., with 761 company-owned stores as of September 2022, e-commerce operations, and a large wholesale operation that supplies retail operations and third parties. Party City reported $2.869 billion in total assets against $3.022 billion in total liabilities as of Sept. 30, 2022. The Company said net sales were $1.463 billion in the nine months ended Sept. 30, 2022, slightly down from $1.473 billion in the same period in 2021. It incurred a net loss of $237.7 million in the nine months ended Sept. 30, 2022, compared with net profit of $12.9 million in the same period in 2021. PROFESSIONAL DIVERSITY: Unit Acquires Expo Exports for $600K ------------------------------------------------------------ Professional Diversity Network, Inc. said the Company's wholly-owned subsidiary, Expo Experts Events, LLC, pursuant to an asset purchase agreement with Expo Experts, LLC, an Ohio limited liability company, dated as of Jan. 9, 2023, has purchased the assets and operations of Expo Experts for a total consideration of $600,000 to be funded by the payment of $400,000 in cash and the issuance of restricted shares of PDN common stock valued at $200,000 based on the volume weighted average price as of 20 days prior to the closing date. "Expo Experts is one of the leading career fair companies in North America and hosts job fairs specializing in STEM based employers for over 20 years, a niche we previously have not been a significant part of. We believe that this strategic investment will immediately increase our event revenues significantly and add up to incremental revenues as a result of cross-platform sales, with minimal additional costs, due to the underlying synergies that both companies can provide to one another. Expo Experts is the type of investment opportunity that we have been looking for to grow our core business and the addition of Expo Experts makes PDN one of the leaders in providing career fairs specializing in diversity," said Adam He, chief executive officer for PDN. "We are excited to be part of the PDN family. We look forward to being able to expand our career fair platforms by including the diverse networks that PDN has to offer. We believe that even further synergy can be developed between the PDN and Expo Experts brands to bring in new profit streams to both parties," said Susan Turner, co-founder of Expo Experts. About Professional Diversity Headquartered in Chicago, Illinois, Professional Diversity Network, Inc. -- https://www.prodivnet.com -- is a global developer and operator of online and in-person networks that provides access to networking, training, educational and employment opportunities for diverse individuals. Through the Company's online platforms and partnerships, the Company provides hiring employers a means to identify and acquire diverse talent and assist them with DEI efforts. Professional Diversity reported a net loss of $2.76 million for the year ended Dec. 31, 2021, a net loss of $4.35 million for the year ended Dec. 31, 2020, compared to a net loss of $3.84 million for the year ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $7.07 million in total assets, $4.38 million in total liabilities, and $2.68 million in total stockholders' equity. Wilmington, DE-based Ciro E. Adams, CPA, LLC, the Company's auditor since 2018, in its report dated March 31, 2022, citing that the Company has incurred significant losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PULMATRIX INC: Sabby Volatility, Two Others Report 8.3% Stake ------------------------------------------------------------- Sabby Volatility Warrant Master Fund, Ltd., Sabby Management, LLC, and Hal Mintz disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Dec. 31, 2022, they beneficially own 301,938 shares of common stock of Pulmatrix, Inc., representing 8.30% of the Shares outstanding. Sabby Management, LLC and Hal Mintz do not directly own any common shares, but each indirectly owns 301,938 common shares. Sabby Management indirectly owns 301,938 common shares because it serves as the investment manager of Sabby Volatility Warrant Master Fund, Ltd. Mr. Mintz indirectly owns 301,938 common shares in his capacity as manager of Sabby Management, LLC. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1574235/000153561023000016/pulm0123.txt About Pulmatrix Pulmatrix, Inc. -- http://www.pulmatrix.com-- is a clinical stage biopharmaceutical company developing innovative inhaled therapies to address serious pulmonary and non-pulmonary disease using its patented iSPERSE technology. The Company's proprietary product pipeline includes treatments for serious lung diseases such as allergic ronchopulmonary aspergillosis and lung cancer, as well as neurologic disorders such as acute migraine. Pulmatrix's product candidates are based on iSPERSE, its proprietary engineered dry powder delivery platform, which seeks to improve therapeutic delivery to the lungs by maximizing local concentrations and reducing systemic side effects to improve patient outcomes. Pulmatrix reported a net loss of $20.17 million for the year ended Dec. 31, 2021, a net loss of $19.31 million for the year ended Dec. 31, 2020, a net loss of $20.59 million for the year ended Dec. 31, 2019, and a net loss of $20.56 million for the year ended Dec. 31, 2018. As of Sept. 30, 2022, the Company had $46.45 million in total assets, $11.40 million in total liabilities, and $35.05 million in total stockholders' equity. QUOTIENT LIMITED: Unsecureds be Paid in Full or be Reinstated ------------------------------------------------------------- Quotient Limited filed with the U.S. Bankruptcy Court for the Southern District of Texas a Disclosure Statement for the Prepackaged Chapter 11 Plan of Reorganization dated January 10, 2023. The Debtor is a limited liability no par value company incorporated in 2012 under the laws of Jersey, Channel Islands, with registered offices in Jersey, Channel Islands. The Company has been engaged primarily in the development, manufacture, and sale of products for the global diagnostics market. The Debtor has approximately $252 million in outstanding in principal debt obligations, exclusive of applicable interest, fees, or other charges (collectively, the "Prepetition Debt Obligations"), consisting of approximately: (a) $10,000,000 of outstanding principal under the Bridge Notes; (b) $136,904,167 of outstanding principal8 under the Senior Secured Notes; (c) $105,000,000 of outstanding principal under the Convertible Notes; and (d) $489,353 in General Unsecured Claims. As a result of the Company's limited liquidity, the Company was unable to make certain interest payments on the Senior Secured Notes and the Convertible Notes that were due on October 15, 2022 and November 15, 2022, respectively. Prior to the expiration of the grace periods provided under the Senior Secured Notes Indenture and the Convertible Notes Indenture, as applicable, the Company reached agreements with the Senior Secured Noteholders and the Convertible Noteholders to avoid a default under the Senior Secured Notes Indenture or the Convertible Notes Indenture. On the Effective Date, the Debtor will effectuate the transactions contemplated by the Plan, which provides that the Debtor's existing funded indebtedness of approximately $256 million in principal and accrued interest will be extinguished and the Reorganized Debtor will receive contributions of $41 million by the Debtor's existing noteholders pursuant to the Private Placements in exchange for (i) 100 percent of the Newco Partnership Interests (subject to potential dilution by the Management Incentive Plan) and (ii) the Finance Co Notes in the amount of $119,523,333 (consisting of $10,000,000 in Finance Co Bridge Notes and $109,523,333 in Finance Co SSN Notes), all in accordance with the Transaction Support Agreement. More specifically, as a result of the transactions set forth in the Plan: * on the Effective Date, through the implementation of the transactions contemplated in the Transaction Support Agreement, each holder of an Allowed Bridge Notes Claim shall receive, in full and final satisfaction of its Allowed Bridge Notes Claim, (i) its Pro Rata share of the Finance Co Bridge Notes and (ii) an amount of Cash equal to the documented fees and expenses of the Senior Secured Notes Trustee under the Senior Secured Notes Indenture outstanding as of the Effective Date, to the extent not previously paid as Restructuring Expenses; * on the Effective Date, through the implementation of the transactions contemplated in the Transaction Support Agreement, each Holder of an Allowed Senior Secured Notes Claim shall receive, in full and final satisfaction of its Allowed Senior Secured Notes Claim, (i) its Pro Rata share of the Finance Co SSN Notes; (ii) its right to purchase (pro rata based on such Senior Secured Noteholder's percentage ownership of Senior Secured Notes (excluding the Retained Debt) or as otherwise mutually agreed among the Senior Secured Noteholders) the Newco Partnership Interests through the Senior Secured Noteholder Private Placement, together with its applicable share of additional Newco Partnership Interests issuable in connection with the Senior Secured Noteholder Private Placement as described in the Transaction Support Agreement, which Newco Partnership Interests are subject to potential dilution by the Management Incentive Plan; and (iii) an amount of Cash equal to the documented fees and expenses of the Senior Secured Notes Trustee under the Senior Secured Notes Indenture outstanding as of the Effective Date, to the extent not previously paid as Restructuring Expenses; * on the Effective Date, through the implementation of the transactions contemplated in the Transaction Support Agreement, the Convertible Notes shall be extinguished for no value and each holder of an Allowed Convertible Notes Claim shall receive, in full and final satisfaction of its Allowed Convertible Notes Claim, (i) its right to purchase (pro rata based on such Convertible Noteholder's percentage ownership of Convertible Notes or as otherwise mutually agreed among the Convertible Noteholders) the Newco Partnership Interests through the Convertible Noteholder Private Placement; together with its applicable share of additional Newco Partnership Interests issuable in connection with the Convertible Noteholder Private Placement as described in the Transaction Support Agreement, which Newco Partnership Interests are subject to potential dilution by the Management Incentive Plan; and (ii) an amount of Cash equal to the documented fees and expenses of the Convertible Notes Trustee under the Convertible Notes Indenture outstanding as of the Effective Date, to the extent not previously paid as Restructuring Expenses; * each holder of an Allowed Other Secured Claim shall, in the sole discretion of the Reorganized Debtor, receive on the Effective Date (or as promptly thereafter as reasonably practicable) or in the ordinary course of the Reorganized Debtor's business: (a) payment in full in Cash, including the payment of any interest Allowed and payable under section 506(b) of the Bankruptcy Code; (b) delivery of the collateral securing such Allowed Other Secured Claim; or (c) treatment of such Allowed Other Secured Claim in any other manner that renders the Claim Unimpaired, including Reinstatement; * each holder of Allowed General Unsecured Claims shall, in the sole discretion of the Reorganized Debtor, receive on the Effective Date (or as promptly thereafter as reasonably practicable) or in the ordinary course of the Reorganized Debtor's business: (i) Reinstatement of such Allowed General Unsecured Claim pursuant to section 1124 of the Bankruptcy Code; or (ii) payment in full in Cash on (A) the Effective Date, or (B) the date due in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such Allowed General Unsecured Claim; * all Interests in the Debtor will be cancelled and released and the holders of such Interests shall not receive or retain any distribution, property, or other value on account of such Interests; and * all section 510(b) claims will be extinguished and the holders of such Claims shall not receive or retain any distribution, property, or other value on account of such Claims. Class 6 consists of all General Unsecured Claims. Each holder of an Allowed General Unsecured Claim shall, in the sole discretion of the Reorganized Debtor, receive on the Effective Date or in the ordinary course of the Reorganized Debtor's business: (A) Reinstatement of such Allowed General Unsecured Claim pursuant to section 1124 of the Bankruptcy Code; or payment in full in Cash on (1) the Effective Date, or (2) the date due in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such Allowed General Unsecured Claim. Allowed Claims in Class 6 are Unimpaired. Class 7 consists of all Interests in the Debtor. On the Merger Date, all Interests in the Debtor shall be cancelled and released and the Holders thereof shall not receive or retain any property under the Plan on account of such Interests. Allowed Claims in Class 7 are Impaired. The Disbursing Agent shall fund distributions and satisfy applicable Allowed Claims under the Plan with Cash on hand and the proceeds from the Private Placements. A full-text copy of the Disclosure Statement dated January 10, 2023 is available at https://bit.ly/3CIjcvf from PacerMonitor.com at no charge. Proposed Counsel to the Debtor: PAUL HASTINGS LLP James T. Grogan III, Esq. 600 Travis Street, 58th Floor Houston, Texas 77002 Telephone: (713) 860-7300 Facsimile: (713) 353-3100 Email: jamesgrogan@paulhastings.com -and- Matt Murphy, Esq. Matthew Micheli, Esq. Michael Jones, Esq. 71 South Wacker Drive, Suite 4500 Chicago, Illinois 60606 Telephone: (312) 499-6000 Facsimile: (312) 499-6100 Email: mattmurphy@paulhastings.com mattmicheli@paulhastings.com michaeljones@paulhastings.com -and- Jayme Goldstein, Esq. Christopher Guhin, Esq. 200 Park Avenue New York, New York 10166 Telephone: (212) 318-6000 Facsimile: (212) 319-4090 Email: jaymegoldstein@paulhastings.com chrisguhin@paulhastings.com About Quotient Ltd. Building on over 30 years of experience in transfusion diagnostics, Quotient is a commercial-stage diagnostics company committed to delivering solutions that it believes reshape the way diagnostics are practiced. The MosaiQ solution, Quotient's proprietary multiplex microarray technology, offers the world's first fully automated, consolidated testing platform, allowing for multiple tests across different modalities. Quotient filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-90003) on Jan. 10, 2023. The Debtor disclosed total assets of $127,905,000 and total debt of $309,995,000 as of Sept. 30, 2022. The Hon. David R. Jones is the case judge. The Debtor tapped PAUL HASTINGS LLP as counsel; and PERELLA WEINBERG PARTNERS L.P. as financial advisor. KROLL RESTRUCTURING ADMINISTRATION LLC is the claims agent. REGIONAL HEALTH: Receives Notice of Non-Compliance From NYSE ------------------------------------------------------------ Regional Health Properties, Inc. said it received a notice from NYSE American on Jan. 3, 2023 that the Company is not in compliance with the continued listing standard set forth in Section 704 of the NYSE American Company Guide due to the Company's failure to hold an annual meeting of shareholders for the fiscal year ended Dec. 31, 2021 on or before Dec. 31, 2022. The Company has scheduled the 2022 annual meeting of shareholders for Feb. 14, 2023 at Sonesta Gwinnett Place Atlanta located at 1775 Pleasant Hill Road, Duluth, Georgia 30096, at 10:00 a.m., local time. The Company believes that once the 2022 Annual Meeting is held, the Company will regain compliance with Section 704 of the NYSE American Company Guide. About Regional Health Properties Regional Health Properties, Inc. (NYSE American: RHE) (NYSE American: RHEpA) -- http://www.regionalhealthproperties.com-- is a self-managed healthcare real estate investment company that invests primarily in real estate purposed for senior living and long-term healthcare through facility lease and sub-lease transactions. Regional Health a net loss of $1.18 million for the year ended Dec. 31, 2021, and a net loss of $688,000 for the year ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $95.42 million in total assets, $89.52 million in total liabilities, and $5.90 million in total stockholders' equity. RELMADA THERAPEUTICS: Appoints CNS Therapeutic Expert as CMO ------------------------------------------------------------ Relmada Therapeutics, Inc. has appointed Cedric O'Gorman MD as the Company's chief medical officer. Dr. O'Gorman will lead medical, clinical and regulatory functions in support of the Company's late-stage REL-1017 development program. Dr. O'Gorman brings to Relmada more than two decades of life sciences experience in clinical development, medical affairs and medical strategy, with significant expertise in the CNS therapeutics field. Most recently, he served as chief medical officer at Alpha Cognition, where he led clinical development programs for the Company's Alzheimer's disease targets. Prior to Alpha Cognition, he served as senior vice president, Clinical Development and Medical Affairs, at Axsome Therapeutics, where Dr. O'Gorman led clinical development programs for therapeutic indications, which included major depressive disorder (MDD), agitation associated with Alzheimer's disease, narcolepsy and migraine. Prior to Axsome, he was vice president of Medical Affairs at Intra-Cellular Therapies, and before that, Dr. O'Gorman was the U.S. Medical Lead for Psychiatry at Genentech/Roche. Prior to Genentech/Roche, he spent five years at Pfizer representing medical affairs on several branded neuroscience products for schizophrenia, bipolar disorder, and MDD. "Dr. O'Gorman adds important depth to our management team given his extensive CNS medical and research experience, and his demonstrated leadership acumen," stated Sergio Traversa, Relmada's chief executive officer. "Importantly, he has significant expertise that correlates directly with our ongoing REL-1017 development program, and successfully developed a recently approved antidepressant with a similar mechanism of action to our promising product candidate. As we approach key regulatory discussions with the U.S. Food and Drug Administration and consider additional potential clinical trials for REL-1017, we look forward to leveraging Dr. O'Gorman's substantial clinical development and regulatory experience. We welcome his energy and insights as we continue to move forward with our late-stage REL-1017 program for MDD." "I am excited to be joining Relmada at this critical juncture and look forward to collaborating with the outstanding leadership team," said Dr. O'Gorman. "Based on the promising data generated to date, which I have reviewed thoroughly, I am highly confident in the potential of REL-1017 to be an important, safe and effective new therapy for the treatment of MDD." Dr. O'Gorman received his medical degree from the National University of Ireland in Galway, trained at the Institute of Psychiatry in London, England, and earned his MBA from the New York University Stern School of Business. About Relmada Therapeutics Relmada Therapeutics Inc. is a clinical-stage biotechnology company focused on the development of esmethadone (d-methadone, dextromethadone, REL-1017), an N-methyl-D-aspartate (NMDA) receptor antagonist. Esmethadone is a new chemical entity (NCE) that potentially addresses areas of high unmet medical need in the treatment of central nervous system (CNS) diseases and other disorders. Relmada reported a net loss of $125.75 million for the year ended Dec. 31, 2021, a net loss of $59.45 million for the year ended Dec. 31, 2020, and a net loss of $15 million for the year ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $187.12 million in total assets, $20.78 million in total current liabilities, and $166.34 million in total stockholders' equity. REMARK HOLDINGS: Amends 2022 Purchase Agreement with Ionic ---------------------------------------------------------- Remark Holdings, Inc. and Ionic Ventures, LLC have entered into a letter agreement on January 5 which amends the Purchase Agreement, dated as of Oct. 6, 2022, by and between Remark and Ionic. Under the Letter Agreement, the parties agreed, among other things, to (i) amend the floor price below which Ionic will not be required to buy any shares of the Company's common stock under the ELOC Purchase Agreement from $0.25 to $0.20, determined on a post-reverse split basis, (ii) amend the per share purchase price for purchases under the ELOC Purchase Agreement to 90% of the average of the two lowest daily volume-weighted average prices ("VWAPs") over a specified measurement period, which will commence at the conclusion of the applicable measurement period in the Amended and Restated Subordinated Convertible Debenture, dated as of Nov. 7, 2022 issued to Ionic and (iii) waive certain requirements in the ELOC Purchase Agreement to allow for a one-time $500,000 purchase under the ELOC Purchase Agreement. As partial consideration for the waiver to allow for the $500,000 purchase by Ionic, Remark agreed to issue to Ionic that number of shares equal to the difference between (x) the variable conversion price in the Debenture, and (y) the calculation achieved as a result of the following formula: 80% (or 70% if the Company's common stock is not then trading on Nasdaq) of the lowest VWAP starting on the trading day immediately following the receipt of pre-settlement conversion shares following the date on which the Debenture automatically converts or other relevant date of determination and ending the later of (a) 10 consecutive trading days after (and not including) the Automatic Conversion Date or such other relevant date of determination and (b) the trading day immediately after shares of the Company's common stock in the aggregate amount of at least $13,900,000 shall have traded on Nasdaq. About Remark Holdings Remark Holdings, Inc. (NASDAQ: MARK) -- http://www.remarkholdings.com-- delivers an integrated suite of AI solutions that help organizations monitor, understand, and act on threats in real-time. Remark consists of an international team of sector-experienced professionals that have created video analytics. The Company's GDPR-compliant and CCPA-compliant solutions focus on market sectors including retail, federal and state governmental entities, public safety, hospitality, and transportation. Remark maintains its headquarters in Las Vegas, Nevada, with an additional North American office in New York and New York and international offices in London, England, and Chengdu, China. As of Sept. 30, 2022, the Company had $16.69 million in total assets, $31.38 million in total liabilities, and a total stockholders' deficit of $14.69 million. Los Angeles, California-based Weinberg & Company, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 31, 2022, citing that the Company has suffered recurring losses from operations and negative cash flows from operating activities and has a negative working capital and a stockholders' deficit that raise substantial doubt about its ability to continue as a going concern. REMARK HOLDINGS: Regains Compliance With Nasdaq Bid Price Rule -------------------------------------------------------------- Remark Holdings, Inc. said it received a letter from The Nasdaq Stock Market LLC confirming that it has regained compliance with the $1.00 minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2). Accordingly, the Nasdaq Hearings Panel has determined that the Company's common stock will continue to be listed on the Nasdaq Stock Market and as a result, considers this matter now closed. "We are pleased to once again regain compliance with the Nasdaq's listing requirements and are grateful for the patience and support of our investors while management and the board of directors worked diligently to achieve this end," said Kai-Shing Tao, chairman and chief executive officer of Remark Holdings Inc. "With this matter now resolved, we remain focused on continuing to grow our public security business domestically in the United States and internationally in the UK and Asia, by providing customer-centric solutions that solve security problems and concerns." About Remark Holdings Remark Holdings, Inc. (NASDAQ: MARK) -- http://www.remarkholdings.com-- delivers an integrated suite of AI solutions that help organizations monitor, understand, and act on threats in real-time. Remark consists of an international team of sector-experienced professionals that have created video analytics. The Company's GDPR-compliant and CCPA-compliant solutions focus on market sectors including retail, federal and state governmental entities, public safety, hospitality, and transportation. Remark maintains its headquarters in Las Vegas, Nevada, with an additional North American office in New York and New York and international offices in London, England, and Chengdu, China. Remark Holdings reported net income of $27.47 million for the year ended Dec. 31, 2021, compared to a net loss of $13.69 million for the year ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $16.69 million in total assets, $31.38 million in total liabilities, and a total stockholders' deficit of $14.69 million. Los Angeles, California-based Weinberg & Company, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 31, 2022, citing that the Company has suffered recurring losses from operations and negative cash flows from operating activities and has a negative working capital and a stockholders' deficit that raise substantial doubt about its ability to continue as a going concern. SENSEONICS HOLDINGS: Board Adopts 2023 Commercial Equity Plan ------------------------------------------------------------- The Board of Directors of Senseonics Holdings, Inc. adopted on January 10 the Senseonics Holdings, Inc. 2023 Commercial Equity Plan. According to a Form 8-K filed with the Securities and Exchange Commission, the Board adopted the Plan to provide the ability to grant equity incentive awards to employees of organizations with which the Company has a commercial arrangement, including the Company's global commercial partner Ascensia Diabetes Care Holdings AG, a Swiss company, who assist with the commercialization of the Company's products. The Plan provides for the discretionary granting of non-statutory stock options and restricted stock units to Eligible Recipients. It is currently contemplated that grants of Awards to Eligible Recipients under the Plan generally would be subject to performance-based vesting conditions. The aggregate number of shares of common stock that may be issued under the Plan will not exceed 10,000,000 shares, subject to adjustment in accordance with the Plan. In connection with the Plan, the Company intends to file a Registration Statement on Form S-3 with the Securities and Exchange Commission. The Company may not issue any Awards under the Plan until the Registration Statement has been declared effective by the SEC. The objective of the Plan is to provide the Eligible Recipients with an opportunity to share in the Company's growth and provide incentives for the participants to exert maximum efforts for the Company's success, further aligning the interests of individuals supporting Eversense commercialization with the interests of the Company's stockholders. The Company is party to a collaboration and commercialization agreement with ADC, pursuant to which ADC has nearly exclusive worldwide distribution responsibility for the Company's products. The Board adopted the Plan to permit the grant of equity incentives to the Eligible Recipients, including employees of ADC who are responsible for the commercialization of the Company's products. Because such individuals do not provide services to the Company, they are ineligible to participate in the Company's existing 2015 Equity Incentive Plan. About Senseonics Headquartered in Germantown, MD, Senseonics Holdings, Inc. -- www.senseonics.com -- is a medical technology company focused on the development and manufacturing of glucose monitoring products designed to transform lives in the global diabetes community with differentiated, long-term implantable glucose management technology. Senseonics' CGM systems, Eversense, Eversense XL and Eversense E3 include a small sensor inserted completely under the skin that communicates with a smart transmitter worn over the sensor. The glucose data are automatically sent every 5 minutes to a mobile app on the user's smartphone. As disclosed in the Company's Form 10-Q for the period ended Sept. 30, 2022, from its founding in 1996 until 2010, the Company has devoted substantially all of its resources to researching various sensor technologies and platforms. Beginning in 2010, the Company narrowed its focus to developing and refining a commercially viable glucose monitoring system. However, to date, the Company has not generated any significant revenue from product sales. The Company has incurred substantial losses and cumulative negative cash flows from operations since its inception in October 1996. The Company has never been profitable from operations, and its net losses were $302.5 million, $175.2 million, and $115.5 million for the years ended Dec. 31, 2021, 2020 and 2019, respectively. As of Sept. 30, 2022, the Company had an accumulated deficit of $820.4 million. To date, the Company has funded its operations principally through the issuance of preferred stock, common stock, convertible notes and debt. As of Sept. 30, 2022, the Company had $182.67 million in total assets, $197.73 million in total liabilities, and a total stockholders' deficit of $15.06 million. SENSEONICS HOLDINGS: Registers 10M Shares Under 2023 Equity Plan ---------------------------------------------------------------- Senseonics Holdings, Inc. has filed a Form S-3 registration statement with the Securities and Exchange Commission to register 10,000,000 shares of common stock, nonstatutory stock options, and restricted stock units. The Company may issue, from time to time, nonstatutory stock options exercisable for shares of the Company's common stock and/or restricted stockunits that may be settled in shares of its common stock. These securities will be issued pursuant to the Senseonics Holdings, Inc. 2023 Commercial Equity Plan. The Senseonics board of directors adopted the Plan to provide the ability to grant equity incentive awards to employees of organizations with which the Company has a commercial arrangement, including its global commercial partner Ascensia Diabetes Care Holdings AG, who assist with the commercialization of the Company's products. The Plan provides for the discretionary granting of nonstatutory stock options and restricted stock units to eligible recipients. The objective of the Plan is to provide award recipients with an opportunity to share in the Company's growth and provide incentives for the participants to exert maximum efforts for the Company's success, further aligning the interests of individuals supporting Eversense commercialization with the interests of its stockholders. The Company's common stock is listed on the NYSE American under the symbol "SENS." On Jan. 10, 2023, the last reported sale price of the Company's common stock was $1.05 per share. A full-text copy of the prospectus is available for free at: https://www.sec.gov/Archives/edgar/data/1616543/000110465923002800/tm232916-1_s3.htm About Senseonics Headquartered in Germantown, MD, Senseonics Holdings, Inc. -- www.senseonics.com -- is a medical technology company focused on the development and manufacturing of glucose monitoring products designed to transform lives in the global diabetes community with differentiated, long-term implantable glucose management technology. Senseonics' CGM systems, Eversense, Eversense XL and Eversense E3 include a small sensor inserted completely under the skin that communicates with a smart transmitter worn over the sensor. The glucose data are automatically sent every 5 minutes to a mobile app on the user's smartphone. As disclosed in the Company's Form 10-Q for the period ended Sept. 30, 2022, from its founding in 1996 until 2010, the Company has devoted substantially all of its resources to researching various sensor technologies and platforms. Beginning in 2010, the Company narrowed its focus to developing and refining a commercially viable glucose monitoring system. However, to date, the Company has not generated any significant revenue from product sales. The Company has incurred substantial losses and cumulative negative cash flows from operations since its inception in October 1996. The Company has never been profitable from operations, and its net losses were $302.5 million, $175.2 million, and $115.5 million for the years ended Dec. 31, 2021, 2020 and 2019, respectively. As of Sept. 30, 2022, the Company had an accumulated deficit of $820.4 million. To date, the Company has funded its operations principally through the issuance of preferred stock, common stock, convertible notes and debt. As of Sept. 30, 2022, the Company had $182.67 million in total assets, $197.73 million in total liabilities, and a total stockholders' deficit of $15.06 million. SOTERA HEALTH: Moody's Puts 'B1' CFR Under Review for Downgrade --------------------------------------------------------------- Moody's Investors Service placed Sotera Health Holdings, LLC's ratings under review for downgrade, including the B1 Corporate Family rating, B1-PD Probability of Default rating and the B1 rating of the company's senior secured first lien credit facilities. The outlook was revised to rating under review from negative. Moody's also downgraded the company's Speculative Grade Liquidity(SGL) rating to SGL-3 from SGL-1. The rating action follows Sotera Health's announcement on January 9, 2023, that it has entered into binding term sheets with a committee of 7 of the 20+ law firms representing over 870 claimants who have filed certain alleged ethylene oxide ("EO") exposure claims related to Sterigenics' former facility in Willowbrook, Illinois. In the proposed settlement, Sotera will pay $408 million to the plaintiffs. Moody's expects Sotera to fund the majority of this liability with incremental debt. Moody's believes that the final impact of this settlement proposal is uncertain at this time, subject to whether or not the company succeeds in convincing the required proportion of plaintiffs to accept the settlement. If unsuccessful, the company will need to shift to other options, including a formal appeal in a higher court. Moody's review of Sotera Health's ratings will focus on the progress of the aforementioned settlement proposal and the impact of any resulting increase in the company's indebtedness and liquidity on its forward-looking financial metrics. Social and Environmental risks are material to the rating action. The company is subject to personal injury and related tort lawsuits alleging various injuries caused by low-level environmental exposure to Ethylene Oxide emissions from its sterilization facilities. The September 2022 court verdict against the company highlights the social risks the company is exposed to; particularly responsible production. The company is also exposed to risks related to waste and pollution as it uses radioactive materials and highly toxic chemicals to sterilize certain types of medical devices. On Review for Downgrade: Issuer: Sotera Health Holdings, LLC Corporate Family Rating, Placed on Review for Downgrade, currently B1 Probability of Default Rating, Placed on Review for Downgrade, currently B1-PD Senior Secured 1st Lien Term Loan B, Placed on Review for Downgrade, currently B1 (LGD3) Senior Secured 1st Lien Revolving Credit Facility, Placed on Review for Downgrade, currently B1 (LGD3) Downgrades: Issuer: Sotera Health Holdings, LLC Speculative Grade Liquidity Rating, Downgraded to SGL-3 from SGL-1 Outlook Actions: Issuer: Sotera Health Holdings, LLC Outlook, Changed To Rating Under Review From Negative RATINGS RATIONALE Notwithstanding the rating review, Sotera Health's B1 rating reflects its moderately high leverage and exposure to the device sterilization industry and the significant environmental risks arising from the handling of toxic gases in its manufacturing process. Sotera Health has a concentrated supply chain with limited providers of key chemicals. Moody's estimates that the company's financial leverage was around 4.4 times at the end of September 2022. Sotera Health's CFR is supported by its leading position in the contract sterilization outsourcing market and the significant barriers to entry and meaningful customer switching costs. The company is reducing its reliance on device sterilization through acquisitions into new categories, such as the lab services sector. The company's profile also reflects its breadth of operations with no meaningful customer concentrations, earnings growth and a global footprint. Sotera Health's liquidity is adequate and is supported by Moody's expectation of $100-$150 million in annual free cash flow, approximately $164 million in cash and approximately $280 million available to draw under the company's $347 million revolver as of September 30, 2022. The company has boosted its cash balance in the fourth quarter of 2022 by utilizing an additional $200 million of its available revolver capacity at the end of September. The Company estimates its cash position will be around $390 million at year end 2022. Moody's forward view of Sotera's liquidity incorporates a potential cash outflow to address the settlement. ESG considerations are material to the company's rating given the substantial implications for the environment and public health and safety. Sotera Health's ESG credit impact score is highly negative (CIS 4), reflecting very highly negative exposure to social considerations related to responsible production and highly negative environmental considerations related to waste and pollution. Sotera Health has highly negative credit exposure to environmental considerations (E-4). The company has elevated risks related to waste and pollution as it uses radioactive materials and highly toxic chemicals to sterilize certain types of medical devices. These activities are subject to extensive regulation in the US by the Food and Drug Administration and the Environmental Protection Agency. Sotera Health has very highly negative credit exposure to social considerations (S-5). The main risk is the company's very highly negative exposure to responsible production. The company is subject to personal injury and related tort lawsuits alleging various injuries caused by low-level environmental exposure to Ethylene Oxide emissions from its sterilization facilities. The company is currently a defendant in a number of individual lawsuits, which have not been classified as class action lawsuits in Illinois and Georgia. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be downgraded if the proposed settlement fails to gather acceptance among plaintiffs and/or if the company loses additional court cases in the coming months/years. The rating could also be downgraded if the company's liquidity weakens for reasons including but not limited to satisfying legal judgments, financial policies become more aggressive or if legal and environmental risks increase substantially. Quantitively, ratings could be downgraded if debt/EBITDA was sustained above 5.5 times. An upgrade is unlikely while the ratings are being reviewed with negative implications. However, in the longer term, Moody's could consider an upgrade if the company continues to demonstrate balanced financial policies and improve its credit metrics. The company would also need to keep costs related to legal and environmental risks well contained. An upgrade will require clarity on the most likely outcome for the pending lawsuits. Quantitatively, ratings could be upgraded if debt/EBITDA is sustained below 4.5 times. Sotera Health, headquartered near Cleveland, OH, is a leading fully integrated provider of mission-critical health sciences, lab services and sterilization solutions for the healthcare industry. Sotera Health offers services in sterilization, lab and testing and gamma technologies. It operates through three main entities: Sterigenics, Nelson Labs and Nordion Inc. The company generated approximately $993 million in revenues in the twelve months that ended September 2022. Sotera Health's parent Sotera Health Company is publicly traded however private equity firms Warburg Pincus International LLC and GTCR LLC continue to hold approximately 62% of the outstanding shares. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. SOUTHERN EFFICIENCY: Case Summary & 14 Unsecured Creditors ---------------------------------------------------------- Debtor: Southern Efficiency, LLC 9082 Sunset Drive Navarre, FL 32566 Business Description: Southern Efficiency is a Navarre HVAC company and temperature control specialist offering swift and affordable equipment expertise, covering everything from indoor air circulation to commercial refrigeration. Chapter 11 Petition Date: January 12, 2023 Court: United States Bankruptcy Court Northern District of Florida Case No.: 23-30025 Debtor's Counsel: J. Steven Ford, Esq. WILSON, HARRELL, FARRINGTON, FORD, ET AL. 307 S. Palafox Street Pensacola, FL 32502 Tel: 850-438-1111 Fax: 850-432-8500 Email: sford@wilsonharrell.com Total Assets: $348,134 Total Liabilities: $1,110,822 The petition was signed by Vincent Smith as managing member. A full-text copy of the petition containing, among other items, a list of the Debtor's 14 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VM2R5GQ/Southern_Efficiency_LLC__flnbke-23-30025__0001.0.pdf?mcid=tGE4TAMA SVP-SINGER HOLDINGS: Moody's Cuts CFR to Caa2, Outlook Neg. ----------------------------------------------------------- Moody's Investors Service downgraded SVP-Singer Holdings Inc's ratings including its Corporate Family Rating to Caa2 from B3, its Probability of Default Rating to Caa2-PD from B3-PD, and the rating on the company's $370 million original principal amount senior secured first lien term loan due 2028 to Caa2 from B3. The outlook is negative. The downgrade and negative outlook reflects SVP-Singer's material deterioration of profitability, and the elevated risk of default due to the company's unsustainable capital structure at the current earnings level and ongoing cash flow deficits. SVP-Singer reported meaningfully lower operating results for the third quarter period of fiscal 2022, with year-over-year revenue declining by 24.2% and company-adjusted EBITDA declining by more than 50%. The company's operating results were negatively impacted by lower replenishment orders in the retail channel, weakening consumer demand, and unfavorable foreign exchange. In addition, the macro-economic conditions in Europe, which represents about a third of revenue, continue to deteriorate given the ongoing geopolitical conflict in the region and high energy costs. Although Moody's anticipated a demand pullback relative to the high demand levels during fiscal 2020 and 2021, the drop in sales and earnings in fiscal 2022 is materially greater than Moody's previous expectations. Moody's now projects the company's revenue to decline by over 30% and EBITDA to decline by about two thirds in fiscal 2022, with debt/EBITDA leverage increasing to over 13x. As a result, Moody's views SVP-Singer's capital structure as unsustainable absent a meaningful improvement of operating results in 2023. At the end of fiscal 2022 SVP-Singer completed a capital injection transaction provided by its financial sponsors, Platinum Equity Partners, via new $50 million senior secured first lien notes due 2028 (unrated). The notes are pari passu with the existing first lien term loan facility due 2028, and bear an interest of 20.0% payable in-kind (PIK). Proceeds from the PIK notes were used to repay borrowings outstanding on the company's $70 million asset based lending (ABL) revolver due 2026 (unrated), and to increase cash on balance sheet. SVP-Singer had $47.5 million revolver borrowings outstanding as of September 30, 2022. Revolver borrowings were used in part to cover ongoing cash flow deficits in 2022 driven by meaningfully lower earnings, higher interest expense and elevated inventory levels. The capital injection transaction demonstrates financial support by the company's financial sponsors, and provides SVP-Singer with needed near term liquidity given its ongoing cash flow deficits. Moody's believes SVP-Singer's 2022 earnings are below normalized levels due to cost increases and a significant overestimation of demand. Moody's expects the company's earnings will improve in 2023, but that leverage will remain high. The company will need to meaningfully improve its profitability and cash flow to be able to service its debt without the need for external financing. Persistently high inflation and weakening macro-economic conditions is pressuring consumer discretionary spending, which will make it challenging for the company to meaningfully improve revenue, earnings and cash flows. The change in the company's governance issuer profile score to G-5 from G-4 and the credit impact score to CIS-5 from CIS-4 reflects the company's aggressive financial strategy and risk management highlighted by operating with very high financial leverage and the elevated risk of default, which could be detrimental to creditors including the risk of a distressed exchange. Governance risks also factors the company's significant underperformance relative to its financial targets and high management turnover. Downgrades: Issuer: SVP-Singer Holdings Inc Corporate Family Rating, Downgraded to Caa2 from B3 Probability of Default Rating, Downgraded to Caa2-PD from B3-PD Senior Secured 1st Lien Term Loan, Downgraded to Caa2 (LGD4) from B3 (LGD4) Outlook Actions: Issuer: SVP-Singer Holdings Inc Outlook, Changed To Negative From Stable RATINGS RATIONALE SVP-Singer's Caa2 CFR reflects its very high financial leverage, unsustainable capital structure and risk of default absent a significant earnings improvement. Its debt/EBITDA is expected by Moody's to increase to over 13x by fiscal year end 2022. SVP-Singer has modest revenues with a narrow product focus, and demand for its products is exposed to cyclical consumer discretionary spending, somewhat offset by its exposure to "need to sew" markets. Ongoing inflationary pressures on consumer spending and weakening macro-economic conditions are negatively impacting demand for the company's products. Moody's expects these pressures to persists in 2023, which will make it difficult for the company to execute an earnings turnaround. SVP-Singer's weak liquidity reflects its ongoing cash flow deficits and the uncertainty around its ability to fund business operations and debt service without the need for external financing past 2023. However, SVP-Singer benefits from a strong market position in the global consumer sewing machines and related products market, supported by its portfolio of well-recognized brands. The company has good geographic and customer diversification, and benefits from its sizable ecommerce and direct to consumer businesses. SVP-Singer's ESG credit impact score is very highly negative (CIS-5) driven by its very highly negative exposure to governance risks related to its concentrated ownership, and aggressive financial strategy and risk management. Governance risks also reflect the highly negative exposure to management credibility and track record because the company has an inconsistent track record of achieving its financial targets including significant underperformance since the July 2021 leveraged buyout transaction. The elevated risk of default, including the risk of a distressed exchange which could be detrimental to creditor increases governance risks. SVP-Singer is moderately negatively exposed to environmental and social risks. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative outlook reflects SVP-Singer's elevated risk of default given the meaningful deterioration of operating results, negative free cash flow, very high leverage, and constrained liquidity. The ratings could be downgraded if an event of default, including a distressed exchange becomes more certain or if the company is unable to improve its liquidity over the next 12 months. The ratings could also be downgraded if the company's costs management initiatives fail to improve operating results, or the company is unable to reduce its elevated working capital position and improve free cash flow generation in fiscal 2023. The ratings could be upgraded if the company improves its liquidity and reduces its financial leverage by improving earnings, reducing inventory levels, or obtaining a capital injection. A ratings upgrade would also require demand trends turning positive alongside sustained improved profitability and cash flows such that the risk of a default is lower. Headquartered in Nashville, TN, SVP-Singer Holdings Inc through its subsidiaries manufactures and distributes consumer sewing machines and accessories under the Singer, Husqvarna Viking, and Pfaff brands. Since the 2021 leverage buyout transaction the company is majority owned by Platinum Equity Partners. SVP-Singer reported revenue for the last twelve months period (LTM) ending September 30, 2022 of $442.6 million. The principal methodology used in these ratings was Consumer Durables published in September 2021. TD HOLDINGS: To Sell $42.4M Worth of Shares to Affiliate, Investors ------------------------------------------------------------------- TD Holdings, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission it entered into that certain securities purchase agreement with Ms. Huiwen Hu, an affiliate of the Company, and certain other purchasers who are "non-U.S. Persons" as defined in Regulation S of the Securities Act of 1933, as amended, pursuant to which the Company agreed to sell an aggregate of 35,000,000 shares of its common stock, par value $0.001 per share, at a per share purchase price of $1.21. The gross proceeds to the Company from the Common Stock PIPE will be $42.35 million. Since Ms. Huiwen Hu is an affiliate of the Company, the Common Stock PIPE has been approved by the Audit Committee of the Board of Directors of the Company as well as the Board of Directors of the Company. The parties to the SPA have each made customary representations, warranties and covenants, including, among other things, (a) the Investors are "non-U.S. Persons" as defined in Regulation S and are acquiring the Shares for the purpose of investment, (b) the absence of any undisclosed material adverse effects, and (c) the absence of legal proceedings that affect the completion of the transaction contemplated by the SPA. The SPA is subject to various conditions to closing including Nasdaq's completion of its review of the notification to Nasdaq regarding the listing of the Shares. The Shares to be issued in the Common Stock PIPE are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Regulation S promulgated thereunder. The net proceeds of the Common Stock PIPE shall be used by the Company in connection with the Company's general corporate purposes, working capital, or other related business as approved by the board of directors of the Company. About TD Holdings TD Holdings, Inc. is a service provider currently engaging in commodity trading business and supply chain service business in China. Its commodities trading business primarily involves purchasing non-ferrous metal product from upstream metal and mineral suppliers and then selling to downstream customers. Its supply chain service business primarily has served as a one-stop commodity supply chain service and digital intelligence supply chain platform integrating upstream and downstream enterprises, warehouses, logistics, information, and futures trading. For more information, please visit http://ir.tdglg.com. TD Holdings reported a net loss of $940,357 for the year ended Dec. 31, 2021, a net loss of $5.95 million for the year ended Dec. 31, 2020, and a net loss of $6.94 million for the year ended Dec. 31, 2019. As of Sept. 30, 2022, the Company had $260.98 million in total assets, $26.51 million in total liabilities, and $234.47 million in total equity. TEMPUR SEALY: Fitch Affirms LongTerm IDR at 'BB+', Outlook Stable ----------------------------------------------------------------- Fitch Ratings has affirmed all ratings for Tempur Sealy International, Inc. (TPX) and Tempur-Pedic Management, LLC, including the Long-Term Issuer Default Ratings (IDR) at 'BB+'. The Rating Outlook is Stable. TPX's ratings reflects its strong global position with a portfolio of well-known, established brands with broad price points and channel distribution. The ratings also consider its single product focus in a competitive, fragmented market and susceptibility to pullbacks in discretionary consumer spending. As a result, based on Fitch assumptions, EBITDA could be around $850 million in 2022 and potentially the low $800 million in 2023, with EBITDA leverage in the high 2x and EBITDAR leverage (adjusted debt/EBITDAR) in the high 3x. While near-term pressures to operating results are expected to persist into 2023 given ongoing shifts in consumer behavior and global macroeconomic uncertainty, Fitch believes TPX's strong competitive position, brand portfolio and operational strategy with good FCF generation supports TPX's ability to maintain EBITDA in the low $900 million range and EBITDAR leverage in the mid-3x over the medium-term. KEY RATING DRIVERS Operating Strategy Supports Competitive Position: TPX's strong operating momentum between 2019 and 2021 was driven by broad-based growth due to expanded distribution including existing and new retailers and channels, build-out of company-owned stores, M&A, share gains for the higher margin Tempur-Pedic brand and previously untapped markets and increased pricing, and likely due to some benefit from pandemic-related behavior. TPX has seen strong market share gains supported by operating initiatives that expanded TPX's omni-channel presence, enhanced the brand/product portfolio and improved manufacturing capabilities. TPX also re-entered into supply agreements to reintroduce its product lines in about 2,300 Mattress Firm stores beginning 4Q19 following bankruptcy protection by Mattress Firm in late 2018. Fitch believes this has led to a sustainable competitive advantage with a significant portion of the market share gains coming at the expense of TPX's main competitor, Serta Simmons Bedding, LLC (Serta). The two companies hold a considerable portion of overall mattress industry sales. From 2019 to 2021, TPX generated strong top-line of 15%, 18% and 34%, respectively, with revenue increasing to $4.9 billion from $2.7 billion and EBITDA, based on Fitch adjustments, increasing to $1.04 billion from $401 million. 2022/2023 EBITDA Low-to-Mid $800 Million: Given increasing macro-economic uncertainties and shifts in consumer behavior, the mattress industry began experiencing a pullback in demand during early 2022. According to International Sleep Products Association (ISPA) estimates as disclosed in BedTimes, the wholesale value of U.S.-produced mattresses and stationary foundations increased by 1% in the 1Q22 and decreased by 10% and 13% in the 2Q22 and 3Q22 respectively with unit shipments decreasing by around 26% in 3Q22 compared to a 7% decline in 3Q21. TPX's North American operations outperformed the broader industry with revenue growth of 5% during 1Q22 and declines of 5% in 2Q22 and 6% in 3Q22. TPX's operations have also been impacted by commodity inflation with lagging price increases, supply chain investments, productivity challenges and F/X headwinds. For 2022, Fitch projects TPX's revenue could decline in the mid-single digits (proforma for the Dreams acquisition) with EBITDA, based on Fitch adjustments, of around $850 million. In 2023, Fitch projects revenue could decline by around 3% with EBITDA potentially trending towards the low $800 million before recovering towards the low $900 million in 2024. Competitive Industry Environment: The mattress industry has been susceptible to periods of irrational pricing, secular shifts in consumer preferences and bankruptcies in the supplier and distribution side. Over the past several years, TPX faced intense competition from the e-commerce/"bed-in-a-box" space (i.e. Casper, Amazon and other mattress e-tailers). Sales have increased rapidly from this segment in the past several years, reaching roughly 10% of industry sales. In addition to convenience, attractively-priced e-commerce mattresses have fueled price competition. Nevertheless, certain mattress industry peers have experienced increasing financial and operating challenges including Serta Simmons with some rationalization of industry capacity. TPX maintains a strong innovation pipeline with product line refreshes every three to five years supported by significant investments in marketing and promotion to sustain its competitive position. TPX is also viewed as a fast-follower to industry changes and responded by selling "bed-in-a-box" alternatives across several price points, expanding offerings on its e-commerce platform and acquiring a private label and OEM bedding manufacturer. Elevated Leverage Near Term: TPX has a publicly stated leverage target of net debt/EBITDA target leverage of 2.0x-3.0x. TPX's net leverage calculation is roughly comparable to Fitch's EBITDA leverage, assuming cash levels of around $50 million-$75 million. Fitch projects TPX's EBITDAR and EBITDA leverage for 2022 could be around 3.8x and 2.9x respectively, compared to 2.8x and 2.1x in 2021. The higher leverage is due to lower EBITDA and increased debt levels of around $300 million driven by 2022 share repurchases of around $650 million, higher capital spending of approximately $300 million reflecting a new Tempur-Pedic facility and increased working capital. As a result, FCF generation (defined as cash from operations, less capital spending, less dividends) is expected in the low $100 million range compared to more than $500 million the past two years. Fitch expects EBITDAR and EBITDA leverage could remain in the high-3x and 2x respectively in 2023 before moderating to mid-3x and 2x in 2024. With an expected reduction in capital spending closer to the mid-$100 million, Fitch expects FCF of around $300 million in 2023, increasing to around $400 million in 2024. The forecast also considers share repurchases returning to around 3% of its shares outstanding or roughly $150 million. Parent Subsidiary Linkage: Fitch's analysis includes a weak parent/strong subsidiary approach between the parent, TPX and its subsidiary. Fitch assesses the quality of the overall linkage as high, which results in an equalization of IDRs across the corporate structure. DERIVATION SUMMARY Tempur Sealy International, Inc.'s ([TPX] BB+/Stable) rating reflects the scale of operations and strong global market position with a portfolio of well-known, established brands with a wide variety of price points, anchored by the Tempur-Pedic brand. The recent acquisition of Dreams, a leading vertically integrated specialty bed retailer in the UK, increased TPX's geographic diversification by nearly doubling its international revenues with sales in markets outside of North America to over $1 billion or around 20% of total sales. While near-term pressures to operating results are expected to persist into 2023 given ongoing shifts in consumer behavior and global macroeconomic uncertainty, Fitch believes TPX's strong competitive position, brand/product portfolio and operational strategy with good FCF generation supports TPX's ability to maintain EBITDA in the low $900 million range and EBITDAR leverage in the mid-3x over the medium term. TPX has a stronger financial profile than its main competitor, Serta, which is private equity owned. Serta has experienced material operating and financial stress reflected by a highly leveraged capital structure. Similarly rated credits in Fitch's consumer portfolio include Levi Strauss & Co (BB+/Stable), Spectrum Brands, Inc. (BB/Stable), ACCO Brands Corporation (BB/Stable) and Mattel, Inc (BB+/Positive). TPX and Levi Strauss & Co. share similar distribution strategies across specialty retailers and department stores along with self-distribution through company-operated stores and ecommerce with Levi having similar scale in revenues and reliance on self-distribution. Levi's 'BB+'/Stable rating continues to reflect its position as one of the world's largest branded apparel manufacturers, with broad channel and geographic exposure, while also considering the company's narrow focus on the Levi brand and in bottoms. The ratings consider the company's good execution both from a topline and a margin standpoint, which support Fitch's longer-term expectations of low-single digit revenue and EBITDA growth. Although there could be some near-term pressure to operating results given ongoing shifts in consumer behavior, difficult comparisons, and global macroeconomic uncertainty, Fitch expects that Levi will be able to maintain adjusted leverage (adjusted debt/EBITDAR, capitalizing leases at 8x) below 3.5x over time. Mattel, Inc.'s 'BB+'/Positive rating reflects the company's meaningfully improved credit metrics achieved through better than expected execution on the top and bottom lines, as well as discretionary debt paydown. Although Fitch Ratings expects the company to surrender some of the revenue and margin gains achieved in 2021 as the tailwinds from the pandemic dissipate, Mattel's Positive Outlook reflects Fitch's view that improved competitive positioning, cost cuts and debt reduction could result in post-pandemic credit metrics and an operational profile supportive of an investment grade rating over time ACCO's 'BB'/Stable rating reflect the company's historically consistent FCF and reasonable gross leverage, which trended around 3x prior to operating challenges in 2020 related to the coronavirus pandemic. The rating and Outlook are constrained by secular challenges in the office products industry and channel shifts within the company's customer mix. ACCO's earnings have been pressured by supply chain challenges, inflation and a stronger dollar which could lift leverage into the low 4x range in 2022, above Fitch's negative sensitivity. While Fitch expects margin recovery combined with debt paydown to drive leverage back below 4x in 2023, a prolonged downturn could be a rating concern. Spectrum's 'BB'/Stable rating reflect the company's active portfolio shaping, including the September 2021 announcement of the sale of the company's Hardware and Home Improvement (HHI) business; the February 2022 acquisition of the appliance and cookware business of Tristar Products, Inc.; and Spectrum's decision to pursue strategic alternatives for its Home and Personal Care business, which includes the acquired Tristar businesses. Spectrum announced a new target of managing net leverage below 2.5x, down from 4.0x historically, in conjunction with the sale of its HHI business. KEY ASSUMPTIONS - Revenue could decline in the mid-single digits (proforma for the Dreams acquisition) with EBITDA of around $850 million for 2022. TPX's operations have been impacted by lower volumes, commodity inflation with lagging price increases, supply chain investments, productivity challenges and F/X headwinds. This compares to an EBITDA of $1.04 billion in 2021; - In 2023, Fitch projects revenue could decline by around 3% with EBITDA potentially trending towards the low $800 million before recovering towards the low $900 million in 2024 supported by volume recovery, market share gains, gross margin benefits from moderating commodity costs, and efficiency and productivity improvements; - EBITDAR and EBITDA leverage for 2022 could be around 3.8x and 2.9x respectively, compared to 2.8x and 2.1x in 2021. The higher leverage is due to lower EBITDA and increased debt levels of around $300 million driven by 2022 share repurchases of around $650 million, higher capital spending of approximately $300 million reflecting a new Tempur-Pedic facility and increased working capital. As a result, FCF generation (defined as cash from operations, less capital spending, less dividends) is expected in the low $100 million range; - EBITDAR and EBITDA leverage could remain in the high-3x and 2x respectively in 2023 before moderating to mid-3x and 2x respectively in 2024. With an expected moderation in capital spending closer to the mid-$100 million and lower working capital usage, Fitch expects FCF of around $300 million in 2022, increasing to around $400 million in 2024. The forecast also considers share repurchases returning to around 3% of its shares outstanding or roughly $150 million. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: - Fitch could consider an upgrade with demonstrated ability to sustain EBITDA well above $1.0 billion supported by increased geographic diversification, mid-single digit revenue growth, sustained market share gains, demonstrated operating resiliency through shifts in the competitive environment and economic cycles with sustained gross leverage (total debt/operating EBITDA after associates and minorities) under 2.5x and total adjusted debt/operating EBITDAR below 3.5x. This would require the company to commit to maintaining TPX's long-term net leverage (similar to Fitch gross leverage calculation) target at less than 2.5x or less versus its current publicly stated leverage net target of 2.0x to 3.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: - EBITDA levels trending below $800 million caused by sales and/or margin declines, debt-funded shareholder-friendly policies and/or large debt-financed acquisitions leading to gross leverage sustained above 3.0x and total adjusted debt/operating EBITDAR above 4.0x. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Liquidity was $519.5 million as of Sept. 30, 2022, consisting of $94.1 million in cash, and approximately $425.4 million of availability (after netting $299 million of borrowings and $0.6 million of outstanding LOC) on a $725 million revolving credit facility maturing 2024. Fitch expects TPX will use the revolving credit facility occasionally to finance working capital needs and for general corporate purposes. The company also maintains an accounts receivable securitization program maturing April 2023 with an overall limit of $200 million. TPX has fully drawn down the program with $169.2 million of borrowings as of Sept. 30, 2022. TPX was in compliance with all of its covenant requirements as of Sept. 30, 2022 including consolidated total net leverage ratio in the credit agreement of less than 5.0x. TPX's total net leverage ratio, per the bank calculation, was 2.77 as of Sept. 30, 2022. Long-term debt maturities through 2023 are modest and include $36 million in annual term loan amortization. TPX does not have a significant maturity until late 2024 when $647.8 million in senior secured term loans mature. Fitch expects TPX will refinance its revolving credit facility and term loan before it comes current in 2023. ISSUER PROFILE Tempur Sealy International, Inc. is the world's largest bedding manufacturer. It develops, manufactures, markets and distributes bedding products, which are sold globally in approximately 100 countries. SUMMARY OF FINANCIAL ADJUSTMENTS - EBITDA adjusted to exclude stock-based compensation and one time/non-ordinary charges; - Operating lease expense capitalized by 8.0x to calculate historical and projected lease-adjusted debt. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Tempur-Pedic Management, LLC LT IDR BB+ Affirmed BB+ senior secured LT BBB- Affirmed RR1 BBB- Tempur Sealy International, Inc. LT IDR BB+ Affirmed BB+ senior unsecured LT BB+ Affirmed RR4 BB+ senior secured LT BBB- Affirmed RR1 BBB- THREE ARROWS: Liquidators Demand Sensitive Documents From Founders ------------------------------------------------------------------ Muyao Shen and Jeremy Hill of Bloomberg News report that Three Arrows Capital Co-Founders Su Zhu and Kyle Davies have received formal demands for information related to the downfall of their crypto hedge fund in an unorthodox forum: Twitter. Advisers working to liquidate the fund tagged Zhu and Davies in Tweets demanding the production of sensitive documents on Thursday, January 5, 2023. The move is necessary because the pair's whereabouts are unknown and they are not fully cooperating with 3AC's unwinding, the advisers have said. One Tweet thread included a subpoena for Davies earlier approved by a US bankruptcy judge. About Three Arrows Capital Three Arrows Capital Ltd. was an investment firm engaged in short-term opportunities trading, and is heavily invested in cryptocurrency, funded through borrowings. As of April 2022, the Debtor was reported to have over $3 billion of assets under its management. Three Arrows Capital Ltd. was incorporated as a business company under the laws of the British Virgin Islands. Its sole shareholder owning all of its "management shares" is Three Arrows Capital Pte. Ltd., which previously operated as a regulated fund manager in Singapore until 2021, when it shifted its domicile to the BVI, as part of a global corporate plan to relocate operations to Dubai. The Debtor borrowed digital and fiat currency from multiple lenders to fund its cryptocurrency investments. After cryptocurrency lost 99% of its value, and then prices of other cryptocurrencies had rapid declines, the Debtor reportedly defaulted on its obligations. On June 24, 2022, one of the Debtor's many creditors -- DRB Panama Inc. -- filed an application to appoint joint provisional liquidators -- and thereafter, full Liquidators -- in the Eastern Caribbean Supreme Court in the High Court of Justice (Commercial Division) located in BVI. The application was assigned claim number VIHCOM2022/0117. Subsequently, on June 27, 2022, the Debtor filed its own application for the appointment of joint liquidators before the BVI Commercial Court. On June 29, 2022, the Honorable Mr. Justice Jack of the BVI Commercial Court appointed Russell Crumpler and Christopher Farmer of Teneo (BVI) Limited as joint liquidators of Three Arrows Capital Ltd. On July 1, 2022, liquidators of Three Arrows Capital filed a Chapter 15 bankruptcy in the U.S. (Bankr. S.D.N.Y. Case No. 22-10920) to seek recognition of the BVI proceedings. Judge Martin Glenn is the case judge. Latham & Watkins, led by Adam J. Goldberg is counsel in the U.S. case. The law firm of Ogier, led by Grant Carroll, is advising the liquidators in the BVI proceedings. TIMES SQUARE JV: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------------- The U.S. Trustee for Region 2 on Jan. 10 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Times Square JV, LLC. The committee members are: 1. Holiday Hospitality Franchising, LLC Three Ravinia Drive, Suite 100 Atlanta, GA 30346 Attention: Thomas Clinkscales, Esq. Phone: 470-586-2289 Email: Tom.Clinkscales@ihg.com 2. Consolidated Edison Company of New York, Inc. 4 Irving Place New York, NY 10003 Attention: Christina J. Deleveaux, Esq. Phone: 212-460-6549 Email: deleveauxc@coned.com 3. Audio Visual Management Solutions (AVMS) 814 Sixth Avenue South Seattle, WA 98134 Attention: Hobart L. Fugate, Chief Executive Officer Phone: 206-694-4444 Email: info@avms.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Times Square JV Times Square JV, LLC owns a building located at 1605 Broadway, New York, in central Times Square (between West 48th and 49th Streets). The premises is a total of 840,000 square feet and consists, among other things, of certain hotel space on the 15th through 46th floors, currently branded as the Crowne Plaza Times Square Manhattan Hotel; 196,300 square feet of commercial office space, portions of which are currently leased to three third-party tenants; 17,800 square feet of ground floor retail space; certain billboard spaces; and a parking garage. Debtor TJV leases the premises to affiliate CPTS Hotel Lessee LLC pursuant to an Agreement of Lease dated as of Jan. 1, 2017, as amended. Affiliates 1601 Broadway Owner LLC and 1601 Broadway Holdings LLC directly or indirectly own or lease certain real property underlying the premises. Vornado is the ultimate indirect majority parent of non-debtor CPTS Mezz Borrower, which is the sole legal and beneficial owner of 100% of the issued and outstanding limited liability company membership interests in Debtor CPTS. On Dec. 28, 2022, Times Square JV LLC, CPTS Hotel Lessee LLC, 1601 Broadway Owner LLC and 1601 Broadway Holdings LLC filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-11715) on Dec. 27, 2022. In the petition filed by Richard Shinder, as president, treasurer and sole director, TSJV reported assets and liabilities between $100 million and $500 million. Judge John P. Mastando III oversees the cases. The Debtors tapped Seward & Kissel, LLP as bankruptcy counsel; Emerald Capital Advisors Corp. as financial advisor; and Eastdil Secured, LLC as real estate advisor. Stretto, Inc. is the notice, claims and balloting agent. TRICIDA INC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Tricida, Inc. 7000 Shoreline Court Suite 201 South San Francisco, CA 94080 Business Description: Tricidia is a clinical-stage pharmaceutical company aimed at slowing the progression of chronic kidney disease through the treatment of metabolic acidosis by its investigational drug candidate, veverimer (also known as TRC101). Chapter 11 Petition Date: January 11, 2023 Court: United States Bankruptcy Court District of Delaware Case No.: 23-10024 Debtor's Counsel: Sean Beach, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square, 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Email: sbeach@ycst.com - and - SIDLEY AUSTIN LLP 555 West Fifth Street Los Angeles, CA 90013 Debtor's Financial Advisor: SIERRACONSTELLATION PARTNERS, LLC 355 S. Grand Avenue, Suite 1450 Los Angeles, CA 90071 Debtor's Investment Bankers: STIFEL, NICOLAUS & COMPANY, INC. - and - MILLER BUCKFIRE, LLC 787 7th Avenue, 5th Floor New York, NY 10019 Debtor's Claims Agent: KURTZMAN CARSON CONSULTANTS LLC 222 N. Pacific Coast Highway 3rd Floor El Segundo, CA, 90245 Total Assets as of Sept. 30, 2022: $93,879,000 Total Debts as of Sept. 30, 2022: $229,977,000 The petition was signed by Robert McKauge, executive vice president, general counsel & chief compliance officer. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZK5FORA/Tricida_Inc__debke-23-10024__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Patheon Austria GmbH & Co KG Vendor/ $20,467,523 St.-Peter-Strasse 25 Manufacturer A-4020 Linz/Austria Austria Tel: 437-326-9160 Email: klaus.hilber@thermofisher.com bettina.spoliti@thermofisher.com 2. Worldwide Clinical Trials Ltd Clinical Vendor $2,113,330 Fourth Floor, East West Tollhouse Hill Nottingham NG1 5FS United Kingdom Tel: +44-(0)115-956-7711 Email: Maria.Kerimova@worldwide.com 3. Pharmaceutical Research Clinical Vendor $1,378,835 Associates Inc dba ICON plc P.O. Box 200072 Dallas TX 75320-0072 United States Tel: 434-951-3493 Email: pontoneric@prahs.com 4. Medpace Research Inc. Clinical Vendor $556,293 PO Box 844841 Boston, MA 02284-4841 United States Tel: 1 513-579-9911 Email: s.ewald@medpace.com 5. GI ETS Shoreline LLC Landlord $402,659 6720 N. Scottsdale Road, Suite 350 Scottsdale, AZ 85253 United States Tel: 773-983-4507 Email: ElaineX.Chan@jll.com 6. Clinigen Clinical Clinical Vendor $367,205 Supplies Management Inc. 300 Technology Drive Malvern, PA 19355 United States Tel: 215-596-4370 Email: ar@csmOnDemand.com 7. George Clinical Pty Ltd Clinical Vendor $321,574 Level 5.1 King Street Newton New South Wales 2042 Australia Tel: 61280524300 Email: info@georgeclinical.com 8. Medpace Reference Laboratories Clinical Vendor $265,860 PO Box 844841 Boston, MA 02284-4841 United States Tel: 513-579-9911 Email: s.ewald@medpace.com 9. Managed Market Insight & Vendor $224,000 Technology 1040 Stony Hill Road, Suite 300 Yardley, PA 19067 United States Tel: 267-751-3094 Email: AR-MMIT@MMITNetwork.com 10. Clinigen Clinical Supplies Clinical Vendor $158,174 Management Inc. Europe GmbH Am Kronberger Hang 3 65824 Schwalbach am Taunus Germany Tel: 0049-6196-5861-201 Email: arde@csmondemand.com 11. PPD Development LP Contract $157,612 26361 Network Place Manufacturing Chicago IL 60673-1263 United States Tel: 910-251-0081 Email: MadisonGMPContracts@ppdi.com 12. World Courier Inc. Contract $113,645 P.O. Box 842325 Transportation Boston MA 02284-2325 United States Tel: 1 800-223-4461 Email: WorldCourierUS@worldcourier.com 13. PharmaStat LLC Clinical Vendor $94,013 39270 Paseo Padre Parkway #102 Fremont, CA 94538-1616 United States Tel: 510-656-2080 Email: cchesbrough@pharmastat.com 14. Argot Partners, LLC Professional $41,214 767 Third Avenue, 34th Fl. Services New York NY 10017 United States Tel: 347-345-6415 Email: nikki@argotpartners.com 15. TCG Builders, Inc. Vendor $33,546 DBA The Core Group 890 N. McCarthy Blvd., Suite 100 Milpitas, CA 95035 United States Tel: 408-321-6450 Email: anm@tcgbuilders.com 16. Hands On, LLC Vendor $25,600 795 Folsom Street, 1st Floor San Francisco CA 94107 United States Tel: 914-630-1131 Email: kmatz@handscom.com 17. Planet Pharma LLC Clinical Vendor $23,985 800 Hillgrove Avenue, Suite 201 Western Spring, IL 60558 United States Tel: 708-286-1335 Email: accounting@planet-pharma.com 18. Stacy A Meluskey Clinical Vendor $21,825 Tel: 510-258-9079 Email: stacymeluskey@gmail.com 19. Regulogix Consulting, LLC Professional $12,248 2186 9th Avenue Services San Francisco CA 94116 United States Tel: 415-385-8585 Email: marina@regulogixconsulting.com 20. Labcorp Endpoint Clinical Inc. Clinical Vendor $11,300 PO Box 2505 Burlington, NC 27216 United States Tel: 415-229-1600 Email: ar@endpointclinical.com TWIN PEAKS CHARTER ACADEMY: S&P Affirms 'BB' Rating on Rev. Bonds ----------------------------------------------------------------- S&P Global Ratings revised its outlook to stable from negative and affirmed its 'BB' long-term rating and underlying rating on the Colorado Educational and Cultural Facilities Authority's series 2011A and 2014 charter school revenue bonds issued for the TPCA Building Corp. on behalf of Twin Peaks Charter Academy. "The outlook revision to stable reflects our view of improving enrollment, adequate cash levels, and improved operating performance and coverage levels in fiscal 2022," said S&P Global Ratings credit analyst Phillip Pena. "The revision also reflects our anticipation that operating performance will continue to improve in fiscal 2023 through increases in per-pupil funding and mill-levy override funding, and that the academy will maintain a good relationship with its authorizer." S&P said, "The stable outlook reflects our expectation that over the next year enrollment will continue to improve incrementally, that cash levels will remain consistent around current levels, and that academic performance and the academy's relationship with the authorizer will remain solid. The stable outlook also reflects our anticipation of improved operating revenues in fiscal 2023, which should help to offset a recent history of pressured margins and coverage levels. "We could lower the rating during the outlook period if full-accrual operating deficits worsen, such that coverage levels return to below 1.0x. We would view any material decrease in cash on hand from current levels as a pressuring factor given already weak operating performance. We would also view any substantial decreases in total enrollment as a pressuring factor. "We could raise the rating during the outlook period should operating performance improve such that maximum annual debt service coverage is sustained above 1.0x. We would also expect to see a material increases in days' cash on hand and continued enrollment growth." Twin Peaks' total long-term debt outstanding amounted to $23.1 million as of fiscal-year-end 2022. VIVAKOR INC: May Sell $100 Million Worth of Securities ------------------------------------------------------ Vivakor, Inc. has filed a Form S-3 registration statement with the Securities and Exchange Commission relating to the offer and sale of up to $100 million in the aggregate of common stock, preferred stock, debt securities, warrants, rights, and units, from time to time in one or more offerings. Each time the Company's offer and sell securities, it will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The Company may offer and sell the securities to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. The Company's common stock is listed on The NASDAQ Capital Market under the symbol "VIVK". On Jan. 3, 2023, the last reported sale price of its common stock on The NASDAQ Capital Market was $1.02 per share. A full-text copy of the prospectus is available for free at: https://www.sec.gov/Archives/edgar/data/1450704/000168316823000137/vivakor_s3.htm About Vivakor Inc. Coralville, Iowa-based Vivakor, Inc. is an operator, acquirer and developer of clean energy technologies and environmental solutions, primarily focused on soil remediation. The Company specializes in the remediation of soil and the extraction of hydrocarbons, such as oil, from properties contaminated by or laden with heavy crude oil and other hydrocarbon-based substances. Vivakor reported a net loss attributable to the company of $5.48 million for the year ended Dec. 31, 2021, compared to a net loss attributable to the company of $2.18 million for the year ended Dec. 31, 2020. For the nine months ended Sept. 30, 2022, the Company reported a net loss attributable to the company of $7.08 million. As of Sept. 30, 2022, the Company had $94.80 million in total assets, $57.13 million in total liabilities, and $37.67 million in total stockholders' equity. VIVAKOR INC: Trent Staggs Quits as Director ------------------------------------------- Trent Staggs advised the Board of Directors of Vivakor, Inc. on January 4 of his resignation, effective immediately, from the Board and from his positions as a member of the Audit Committee and as chairman of the Compensation Committee and the Nominating and Corporate Governance Committee. Such resignation was not the result of any dispute or disagreement with the Company or the Board on any matter relating to the operations, policies or practices of the Company, according to the Company's Form 8-K filed with the Securities and Exchange Commission. About Vivakor Inc. Coralville, Iowa-based Vivakor, Inc. is an operator, acquirer and developer of clean energy technologies and environmental solutions, primarily focused on soil remediation. The Company specializes in the remediation of soil and the extraction of hydrocarbons, such as oil, from properties contaminated by or laden with heavy crude oil and other hydrocarbon-based substances. Vivakor reported a net loss attributable to the company of $5.48 million for the year ended Dec. 31, 2021, compared to a net loss attributable to the company of $2.18 million for the year ended Dec. 31, 2020. For the nine months ended Sept. 30, 2022, the Company reported a net loss attributable to the company of $7.08 million. As of Sept. 30, 2022, the Company had $94.80 million in total assets, $57.13 million in total liabilities, and $37.67 million in total stockholders' equity. W&T OFFSHORE: Plans to Offer $275-Mil. Senior Second Lien Notes --------------------------------------------------------------- W&T Offshore, Inc. said it intends to offer, subject to market and other conditions, $275 million in aggregate principal amount of senior second lien notes due 2026 in a private offering that is exempt from registration under the Securities Act of 1933, as amended. The Company intends to use the net proceeds of the offering, along with cash on hand, to redeem all of the Company's 9.75% Senior Second Lien Notes due 2023. The redemption price of the Existing Second Lien Notes is equal to 100.000% of the aggregate principal amount outstanding, plus accrued and unpaid interest to, but not including, the redemption date. This announcement is not an offer to purchase or a solicitation of an offer to sell the Existing Second Lien Notes, and it does not constitute a notice of redemption of the Existing Second Lien Notes. The Notes and the related guarantees to be offered have not been registered under the Securities Act or any other securities laws, and the Notes and the related guarantees may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. The Notes and the related guarantees will be offered only to persons reasonably believed to be qualified institutional buyers in the United States under Rule 144A and to non-U.S. investors outside the United States pursuant to Regulation S. About W&T Offshore W&T Offshore, Inc. -- http://www.wtoffshore.com-- is an independent oil and natural gas producer with operations offshore in the Gulf of Mexico and has grown through acquisitions, exploration and development. As of Sept. 30, 2022, the Company had working interests in 47 fields in federal and state waters and has under lease approximately 622,000 gross acres, including approximately 457,000 gross acres on the Gulf of Mexico Shelf and approximately 165,000 gross acres in the Gulf of Mexico deepwater. A majority of the Company's daily production is derived from wells it operates. W&T Offshore reported a net loss of $41.48 million for the year ended Dec. 31, 2021, compared to net income of $37.79 million for the year ended Dec. 31, 2020. As of Sept. 30, 2022, the Company had $1.49 billion in total assets, $380.77 million in total current liabilities, $665.97 million in long-term debt, $398.72 million in asset retirement obligations (less current portion), $94.84 million in other liabilities, $113,000 in deferred income taxes, $4.90 million in commitments and contingencies, and a total shareholders' deficit of $55.02 million. * * * As reported by the TCR on Jan. 11, 2023, S&P Global Ratings placed its 'CCC+' issuer credit rating on W&T Offshore Inc. and all issue-level ratings on CreditWatch with positive implications, reflecting the expected improvement in its debt maturity profile as well as continued improvement in credit measures. As reported by the TCR on April 19, 2021, Moody's Investors Service upgraded W&T Offshore, Inc.'s Corporate Family Rating to Caa1 from Caa2, Probability of Default Rating to Caa1-PD from Caa2-PD and senior secured second lien notes rating to Caa2 from Caa3. The outlook was changed to stable from negative. "The upgrade of W&T Offshore's ratings reflects higher commodity prices that support continued positive free cash flow in 2021," said Jonathan Teitel, Moody's analyst. WEBER INC: CFO to Get $375K Separation Pay ------------------------------------------ As previously disclosed, William J. Horton, chief financial officer of Weber Inc., is departing from Weber on Jan. 31, 2023. On Jan. 5, 2023, and approved by the Compensation Committee of the Board of Directors, the Company entered into an agreement providing for Mr. Horton's receipt of a separation payment of $375,000 in connection with his termination of employment, subject to his execution of a release and agreement to provide transition support to the incoming interim CFO through a period ending Jan. 31, 2023. About Weber Weber Inc., together with its affiliates, is an outdoor cooking company in the global outdoor cooking market. The Company's product portfolio includes traditional charcoal grills, gas grills, smokers, pellet and electric grills and recently our Weber Connect technology-enabled grills. Its full range of products are sold in 78 countries. Weber reported a net loss of $329.98 million for the year ended Sept. 30, 2022. As of Sept. 30, 2022, the Company had $1.44 billion in total assets, $1.86 billion in total liabilities, and a total deficit of $411.94 million. * * * As reported by the TCR on Dec. 23, 2022, S&P Global Ratings removed all ratings on U.S.-based Weber Inc. from CreditWatch, where S&P placed them with negative implications on July 29, 2022. At the same time, S&P affirmed all of its ratings on the company, including its 'CCC+' issuer credit rating. The outlook is negative. S&P said, "The negative outlook reflects our expectation that the company's operations will continue to be challenged with uncertain prospects for grill demand in a softening economy and risk of heightened inventory levels at the end of fiscal 2023. These factors could keep its capital structure unsustainable including leverage in the double-digit area." YAK ACCESS: Nears Deal for Out-of-Court Restructuring ----------------------------------------------------- Alexander Gladstone of The Wall Street Journal, citing people familiar with the matter, reports that Yak Access LLC, a materials company majority-owned by private-equity firm Platinum Equity, is nearing a deal to restructure its balance sheet out of court. Yak makes hardwood and composite mats for construction sites, serving the oil and gas pipeline, industrials, and renewables sectors. The company has been under financial pressure due to low activity in the market for pipeline construction, making it difficult to service its nearly $1 billion debt load. About Yak Access LLC Yak Access LLC provides construction services. The Company offers matting solutions, installation and removal of temporary roads, construction of permanent access roads, and civil services. ZOHAR FUNDS: Lynn Tilton Pushes for Prompt Sale of Stila Styles --------------------------------------------------------------- Leslie A. Pappas of Law360 reports that distressed debt maven Lynn Tilton and her private equity firm urged a bankruptcy court on Wednesday, January 4, 2023, to order the immediate sale of cosmetics company Stila Styles LLC, arguing at an evidentiary hearing in Wilmington, Delaware, that disputes over the company's sale had gone on long enough. Stila Styles, LLC, is a Delaware limited liability company, formed on April 15, 2009, with its principal place of business in California. Stila develops, markets, and distributes prestige cosmetics under the Stila brand. Stila is wholly owned by Zohar III. Tilton was the original manager of Stila. Tilton resigned and was removed as manager of Stila on multiple occasions but disputed the effectiveness of those resignations and removals. On May 1, 2021, Zohar III filed suit in Delaware Court of Chancery to resolve the dispute over who is Stila’s manager. A Status Quo Order was entered by the Court of Chancery to govern control of Stila during the pendency of that case. Under the Status Quo Order, Tilton had the authority to act, and hold herself out, as manager of Stila in the ordinary course of business. The Status Quo Order prevented the manager appointed by Zohar III from directing the actions of Stila in his capacity as Manager, pending a resolution of the case. On May 31, 2022, following a two-day trial, the Court of Chancery issued a Post-Trial Memorandum Opinion in favor of Zohar III. On July 11, 2022, the Court of Chancery issued a Letter Opinion clarifying the prior ruling, and holding that Zohar III had validly removed Tilton and appointed Kevin Carey as manager of Stila. Kevin Carey became acting manager of Stila on August 9, 2022. In Adv. Pro Case No. 20-50534, In re Zohar III, Corp. (Bankr. D. Del. Case No. 18-10512), DAVID DUNN, as Litigation Trustee for Zohar Litigation Trust-A, filed a lawsuit against Patriarch Partners, LLC, Lynn Tilton and other related parties asserting 42 counts of claims against the defendants and claiming, among other things, that Tilton managed Stila Styles for her personal benefit and engaged in improper and self-dealing agreements to the detriment of the Zohar Funds. A third amended complaint was filed in December 2022, and the lawsuit remains pending. About the Zohar Funds New York-based Patriarch Partners, LLC, is a private equity firm specializing in acquisition, buyouts, and turnaround investment in distressed American companies and brands. Patriarch Partners was founded by Lynn Tilton in 2000. Lynn Tilton and her affiliates held substantial equity stakes in portfolio companies, which include iconic American manufacturing companies with tens of thousands of employees. The Zohar funds were created to raise money through selling a form of notes called collateralized loan obligations to investors that was then used to extend loans to dozens of distressed mid-size companies, often in connection with the acquisition of those companies out of bankruptcy. Patriarch bought "distressed" companies via funding from a series of collateralized loan obligations (CLOs) marketed through Patriarch via its $2.5 billion "Zohar" funds. Tilton placed the funds into bankruptcy in 2018 in an attempt to keep Patriarch's portfolio from being liquidated by Zohar creditors including bond insurer MBIA, which insured $1 billion worth of Zohar notes. Combined debt of the funds is estimated at $1.7 billion. Zohar CDO 2003-1, Zohar CDO 2003-1 Corp., Zohar II 2005-1, Limited, Zohar II 2005-1 Corp., Zohar III, Limited, and Zohar III, Corp. (collectively, the "Zohar Funds"), sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 18-10512 to 18-10517) on March 11, 2018. In the petition signed by Lynn Tilton, director, the Debtors were estimated to have $1 billion to $10 billion in assets and $500 million to $1 billion in liabilities. Young Conaway Stargatt & Taylor, LLP, is the Debtors' bankruptcy counsel. [^] BOOK REVIEW: Transcontinental Railway Strategy -------------------------------------------------- Transcontinental Railway Strategy, 1869-1893: A Study of Businessmen Author: Julius Grodinsky Publisher: Beard Books Softcover: 439 pages List Price: $34.95 Order your personal copy at http://amazon.com/exec/obidos/ASIN/1587980037/internetbankrupt Railroads were pioneers of the American frontier. Union Pacific; Central Pacific; Kansas and Pacific; Chicago, Rock Island and Pacific; Chicago, Burlington and Quincy; Atchison, Topeka and Santa Fe: these names evoke boom times in America, the excitement and tumult of seemingly limitless growth and opportunity, frontiers to tame, fortunes to be made. Railroads opened up vast supplies of raw materials, agricultural products, metals, and lumber. The public gain was incalculable: job creation, low-cost transportation, acceleration of westward immigration, and settlement of the frontier. The building of the western railway system in the United States was described at the time as "one of the greatest industrial feats in the world's history." This book tells the story of the trailblazers of the Western railway industry, men with a stalwart willingness to take on extraordinary personal financial risk. As a group, these initial railroad promoters were smart, bold, tenacious, innovative, and fiercely competitive. Some were cautious with their and their investors' money, some reckless. Most met with financial setbacks, some with total failure, some time and time again. They often sold out at great losses, leaving their successors to derive the benefits later. Bitter competition existed among these men. They fought to position their "roads" in a limited number of mountain passes, rivers, and valleys; and to chart routes which connected major production areas with major consumption areas. They cajoled and begged almost anyone for capital. They created and tried to defend monopolies. They bullied each other, invaded each other's territories, and retaliated against each other. They staged wage wars. They agreed not to compete with each other, and bought each other out. The book opens in May of 1869, just after the completion of the first transcontinental route joining the Union Pacific Railroad and the Central Pacific Railroad in Ogden, Utah. The companies' long-term prospects were excellent, but right then they were desperate for cash. Union Pacific alone was more than $15 million in debt. Additional financing was proving scarce. By 1870, more than 40 railroads were floating bonds, "at almost any price for ready cash," wrote one contemporary observer. Still, funds were raised and construction went on, both of transcontinental lines and branch lines. As railway lines in the West were built in relatively unsettled areas, traffic was light and returns correspondingly low. To increase business, the companies found ways to encourage population growth along their routes. Much-needed funding came from immigration services set up by the railways themselves. Agricultural areas sprang up along the routes. Sometimes volume of traffic expanded too fast, and equipment shortages and construction delays occurred. Or, drought, recession, and low agricultural prices meant more red ink. This book takes the reader through the boom times and bust times of the greatest growth of railways the world has ever seen. The author uses a myriad of sources showing painstaking and creative research, including contemporary news accounts; railway company financial records and archives; contemporary industry journals; Congressional records; and personal papers, letters, memoirs and biographies of the main players. It's a good, solid read. Professor Julius Grodinsky was born in 1896 and died July 9, 1962, in Philadelphia, Pennsylvania. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2023. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***