/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/231030.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, October 30, 2023, Vol. 27, No. 302 Headlines 151 MILBANK: Unsecureds Owed $938K to Get 80% Under Plan 344 SOUTH STREET: Unsecureds to Split $3K in Subchapter V Plan A FAMILY MEMBER: Court OKs Interim Cash Collateral Access AC NW RETAIL: Amends Unsecured Claims Pay Details AKUMIN INC: Moody's Cuts CFR to Ca & PDR to D-PD, Outlook Stable AKUMIN INC: TSX, NASDAQ Suspend Trading of Securities AKUMIN INC: Unsecured Creditors Unimpaired in Prepackaged Plan AMERIFIRST FINANCIAL: Creditors to Get Proceeds From Liquidation ARCIMOTO INC: Falls Short of Nasdaq Minimum Bid Price Requirement ASMARA MLK: Oct. 16 Deadline to File Plan and Disclosures ASPIRA WOMEN'S: Establishes New Clinical Advisory Board ATLANTIC RADIO: Wins Cash Collateral Access AULT ALLIANCE: Reports Preliminary Q3 Revenue of Over $52.5 Million AYALA PHARMACEUTICS: aMoon Growth, Three Others Hold 5.2% Stake B3 ELECTRIC: Court OKs Interim Cash Collateral Access BLACKRIDGE CONSTRUCTION: Wins Interim Cash Collateral Access C S I ROOF: Unsecureds Will Get 64.7% of Claims over 5 Years CLUBHOUSE MEDIA: CEO Forgives $885K in Over Two Years Salary COMPREHENSIVE PAIN: Amends Plan to Include Ford Motor Secured Claim COVENANT PHYSICIAN: Moody's Cuts CFR to 'Caa2', Outlook Stable CRU TRANSPORTATION: Seeks Cash Collateral Access CYTODYN INC: Incurs $11.6 Million Net Loss in First Quarter DA VINCI DENTAL: Court OKs Cash Collateral Access Thru Nov 27 DCG ACQUISITION: Moody's Affirms 'B3' CFR, Outlook Stable DIRECT TEXTILE: Seeks Cash Collateral Access EQUALTOX LLC: Case Summary & 20 Largest Unsecured Creditors FIG & FENNEL: Seeks Cash Collateral Access GELESIS HOLDINGS: PureTech Health Has 92.5% Stake as of Oct. 12 GENEVA REPAIR: Wins Cash Collateral Access Thru Dec 8 GLENDALE INVESTMENT: Updates Unsecured Claims; Files Amended Plan GLOBAL CARE: Unsecured Creditors Will Get 20% of Claims in Plan HARMONY FOUNDATION: Involuntary Chapter 11 Case Summary HATCH AND COMPANY: Unsecureds Will Get 7% of Claims over 36 Months J & D RESTAURANT: Unsecured Creditors to Get $28K over 46 Months LINDELL LLC: Court OKs Interim Cash Collateral Access LITTLE HAVANA: Voluntary Chapter 11 Case Summary LUCIDA CONSTRUCTION: Non-insider Unsecureds to Get 11.6% of Claims MIDWEST VETERINARY: S&P Affirms 'B-' ICR, Outlook Stable MINIM INC: Receives Noncompliance Notice From Nasdaq MIRACLE MILE PROPERTIES 2: Case Summary & 5 Unsecured Creditors MIRACLE MILE PROPERTIES 3: Case Summary & 16 Unsecured Creditors MOUNT JOY BAPTIST: Bid to Use Cash Collateral Denied as Moot NEXTPLAY TECHNOLOGIES: Gets Non-Compliance Notice From Nasdaq Anew NORTHCREST INC: Fitch Affirms 'BB+' Rating on 2018A Bonds OCEAN POWER: Secures $1.6M Order for WAM-V 16s From Sulmara OKAYSOU CORP: Has Deal on Cash Collateral Access ONLINE EDUGO: Court OKs Cash Collateral Access Thru Dec. 19 ORGANIC NAILS: Court OKs Cash Collateral Access ORION TECHNOLOGIES: Court OKs Cash Collateral Access Thru Oct 31 PEACOCK JEWELERS: Case Summary & Six Unsecured Creditors PHUNWARE INC: Schedules Annual Meeting for Dec. 20 PM GENERAL: Moody's Affirms 'Caa1' CFR & Alters Outlook to Stable PONCE BAKERY: Unsecureds Will Get 100% of Claims in 60 Months PRESCOTT WHISPERING: Case Summary & Two Unsecured Creditors PRESSURE BIOSCIENCES: Board OKs Amendment to 2021 Equity Plan QUICK TUBE: Court OKs Interim Cash Collateral Access RENALYTIX PLC: Timothy Scannell Quits as Director REPLICEL LIFE: Incurs C$558K Net Loss in Second Quarter SAM'S PLACE: Amends Priority Tax Claims Pay Details SEATTLE SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors SKILLZ INC: Corrects Certificate of Incorporation for Typo Error SLEEP GALLERIA: Case Summary & 20 Largest Unsecured Creditors SORRENTO THERAPEUTICS: Unsecureds Will Get 56.9% of Claims in Plan SPIKE BODY: Wins Cash Collateral Access Thru Dec 8 STERETT COMPANIES: Case Summary & Six Unsecured Creditors STERETT CRANE: Case Summary & 20 Largest Unsecured Creditors STERETT EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors STERETT HEAVY: Case Summary & 20 Largest Unsecured Creditors THERATECHNOLOGIES INC: Cuts Up to 25 Jobs at R&D Division THREE NICKELS: Updates Unsecureds & Ocean Lender Secured Claims Pay TKEES INC: Bid to Use Cash Collateral Denied as Moot TOPPOS LLC: Ordered to File Plan on or Before Jan. 3, 2024 TRI-STATE PAPER: Voluntary Chapter 11 Case Summary TRICORD BUSINESS: Case Summary & 17 Unsecured Creditors TRIMONT ENERGY: Voluntary Chapter 11 Case Summary TRINITY LEGACY: Unsecureds Will Get 16% in Subchapter V Plan TRITEK INTERNATIONAL: Court Confirms Chapter 11 Plan UNCONDITIONAL LOVE: Oct. 30 Deadline Set for Panel Questionnaires UNITED FURNITURE: Hires Baker Donelson as Special Counsel UPHEALTH HOLDINGS: Oct. 31 Deadline Set for Panel Questionnaires US CELLULAR: Egan-Jones Retains B+ Senior Unsecured Ratings VENUS CONCEPT: Essex Woodlands, Six Others Report 44.2% Stake WATER GREMLIN: Case Summary & 30 Largest Unsecured Creditors WATER GREMLIN: Nov. 2 Deadline Set for Panel Questionnaires WE KICK: Unsecureds Will be Paid in Full, to Get $2K Monthly WINESTEAD LLC: Nov. 28 Hearing on Disclosure Statement WIPE-OUT LOGISTICS: Wins Cash Collateral Access on Final Basis [^] BOND PRICING: For the Week from October 23 to 27, 2023 ********* 151 MILBANK: Unsecureds Owed $938K to Get 80% Under Plan -------------------------------------------------------- 151 Milbank, LLC, submitted an Amended Disclosure Statement with respect to Plan of Liquidation. In general, the Plan proposes to pay Allowed Administrative Claims and Allowed Claims of general unsecured creditors from the net sale proceeds (the "Net Sale Proceeds") from the sale of the four condominium units (the "Property") that the Debtor previously sold at auction to the Buyer pursuant to an order of the Bankruptcy Court (the "Sale of the Property"). The Net Sale Proceeds consist of the following: (i) as of September 26, 2023, the Debtor's counsel is holding the Trust Balance of $937,645.21 in its (IOLTA) clients' funds account (the "Trust Account") pursuant to a previous order of the Bankruptcy Court; and (ii) the Escrow Title Agent is holding $100,000 in the Escrow Account from the Sale of the Property. The precise amount of the Distribution to Allowed Claims of general unsecured creditors will depend on the final determination of the amount of Allowed Administrative Claims and the approval of the proposed settlement of the Disputed Administrative Claim of the Buyer of the Property. The Debtor estimates that the range of recovery on the Allowed Claims of general unsecured creditors will be approximately 80%. The Debtor does not intend to object to any proofs of Administrative Claims or Claims of general unsecured creditors filed prior to the date hereof. Richard Coan, in his capacity as the Chapter 7 Trustee ("Coan Trustee") of the Sean Dunne Bankruptcy Case, has previously asserted certain Claims against the Debtor as set forth in an adversary proceeding (the "Coan Adversary Proceeding") in the Sean Dunne Bankruptcy Case and pending before the United States District Court (Meyer, J.). Pursuant to an order of the United States District Court in the Coan Adversary Proceeding dated February 9, 2022 (the "Coan District Court Order"), the District Court required that $360,000 be transferred to Coan Trustee from the Debtor to secure a judgment entered in favor of Coan Trustee against parties other than the Debtor in the Coan Adversary Proceeding. Accordingly, with the consent of Coan Trustee, the general unsecured Claim of Mountbrook USA, LLC ("Mountbrook") in Class 1 in the full amount of $2,155,084 will be assigned to Coan Trustee (the "Assigned Mountbrook Claim"), provided however that for all purposes of the Plan, the Assigned Mountbrook Claim shall be deemed fully paid and satisfied upon distribution of $360,000 to Coan Trustee in accordance with the Coan District Court Order and the Plan shall not provide for any further distributions on the Assigned Mountbrook Claim after payment of the $360,000 to Coan Trustee. For purposes of the Plan, the only Allowed Claim of Coan Trustee against the Debtor shall be the Assigned Mountbrook Claim and the proof of claim filed by Coan Trustee shall be deemed withdrawn upon confirmation of the Plan. Mountbrook has no residual rights in the Assigned Mountbrook Claim and will receive no distribution under the Plan. Accordingly, upon payment of $360,000 to Coan Trustee on the Assigned Mountbrook Claim, there will be no further distributions to Mountbrook, Coan Trustee, or any other Insider of the Debtor and the remaining Net Sale Proceeds will be distributed entirely to other Holders of Allowed Claims. For the avoidance of doubt, there are no distributions under the Plan to Insiders. The Buyer of the Property has filed an adversary proceeding against the Debtor asserting an Administrative Claim for certain warranty work under the purchase agreement (the "Purchase Agreement") in connection with the Sale of the Property. The Debtor disputes this Administrative Claim. Subsequent to the filing of the adversary proceeding, the Debtor and the Buyer engaged in settlement discussions and agreed to a proposed settlement of the Buyer's Administrative Claim in the amount of $35,000 subject to Bankruptcy Court approval. Under the Plan, Class 1 consists of the Claims of general unsecured creditors, including the Assigned Mountbrook Claim total $938,233 and will recover 80% of their claims. Holders of Allowed Claims in Class 1 shall be paid from the Net Sales Proceeds after payment in full of all Allowed Administrative Claims. Holders of Class 1 Allowed Claims shall receive Cash up to the full amount of the Allowed Claims plus (if funds are available) interest at the federal judgment rate, but excluding any attorney's fees or costs of collection. Class 1 is impaired and is entitled to vote on the Plan. Counsel to the Debtor: William S. Fish, Jr., Esq. HINCKLEY, ALLEN & SNYDER LLP 20 Church St., 18th Fl. Hartford, CT 06103 860-725-6200 A copy of the Disclosure Statement dated October 6, 2023, is available at https://tinyurl.ph/hkDNS from PacerMonitor.com. About 151 Milbank 151 Milbank, LLC's business consists of the ownership, development, and sale of four residential condominium units located at 151 Milbank Avenue in Greenwich, Connecticut. 151 Milbank has no other business operations and has no employees. 151 Milbank filed for Chapter 11 bankruptcy protection (Bankr. D. Conn. Case No. 15-51485) on Oct. 21, 2015, disclosing total assets of $4.6 million and total liabilities of $4.4 million. The case is assigned to Judge Alan H.W. Shiff. The Debtor is represented by Thomas J. Farrell, Esq., at Hinckley Allen and Snyder LLP, in Hartford, Connecticut. 344 SOUTH STREET: Unsecureds to Split $3K in Subchapter V Plan -------------------------------------------------------------- 344 South Street Corporation filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania a Subchapter V Plan of Reorganization dated October 22, 2023. The Debtor has operated a restaurant and bar named Copabanana at 344-348 South Street since October 1978, and also leases property at 338-342 South Street. This Plan is designed to permit Debtor to resolve all Claims and Interests, whether manifested or unmanifested, of all Holders of Claims or Interests, whether known or unknown. This Plan provides for the full payment of administrative and priority claims over the lifetime of this Plan. Except as otherwise provided in this Plan, the Reorganized Debtor shall continue to exist on and after the Effective Date as a corporation, with all of the powers of such an entity under the laws of the state where incorporated and as provided under the Debtor's governing documents in effect immediately prior to the Effective Date. Moreover, all Assets comprising the Estate shall vest in the Reorganized Debtor free and clear of all Liens, Claims, charges, and other encumbrances. Specifically, upon the Effective Date, the following assets, among others, shall revest in the Reorganized Debtor: (i) the Debtor's Cash and Cash equivalents; (ii) the Debtor's property; and (iii) all Causes of Action including, among others, all Avoidance Actions. Further, the Reorganized Debtor shall not assume any Claims or liabilities of the Debtor, which Claims or liabilities shall be discharged as against the Reorganized Debtor in accordance with the terms of the Plan. The Debtor's operations post-petition are profitable. The Debtor is accumulating cash as set forth in the monthly operating reports, and projects to maintain this cash flow through the next six months in the amount of approximately $5,000 per month, with the expectation that its cash flow will gradually increase as business continues to return to pre-COVID levels, and business on South Street continues to rebound following the 2022 mass shooting. Debtor expects its improvements to the operation of the business to result in increased cash flow and increased profitability, which will result in cash flow of approximately $10,000 per month annually through the term of the Plan, with seasonal fluctuations. Plan payments under the Debtor's proposed plan are achievable with the cash flow the Debtor has demonstrated since entering Chapter 11. Class 4 consists of General Unsecured Claims. Unsecured Creditors shall receive $3,000 Pro Rata to be paid on the Effective Date of the plan. The allowed unsecured claims total $440,247.41 (includes the unsecured portions of the claims of the creditors identified in Class 2). This Class is impaired. All existing ownership interests by the two remaining shareholders of the Debtor totaling 100% of the interests in the company shall be retained. This class will not receive a distribution under the Plan. The Plan will be funded by the ongoing operations of Debtor. Upon Confirmation of the Plan, all property of the Debtor, tangible and intangible, including, without limitation, any interest in real property, furniture, fixtures and equipment, will revert, free and clear of all Claims and Equitable Interests except as provided in the Plan, to the Debtor. A full-text copy of the Subchapter V Plan dated October 22, 2023 is available at https://urlcurt.com/u?l=DoNpR8 from PacerMonitor.com at no charge. Counsel to Debtor: Jeffrey S. Cianciulli, Esq. Weir Greenblatt Pierce, LLP The Widener Building 1339 Chestnut St., Suite 500 Philadelphia, PA 19107 Telephone: (215) 665-8181 Facsimile: (215) 665-8464 Email: jcianciulli@wgpllp.com About 344 South Street 344 South Street Corp. has operated as a restaurant, serving Spanish and Mexican cuisine in Philadelphia's South Street District. Recognizable for its bright blue exterior with green accents, the Copabanana was opened on the corner of 4th and South streets in 1978 by William Curry. The restaurant is most known for its menu, which includes margaritas, burgers and fries, and its live events and nightlife. 344 South Street Corp. filed for bankruptcy three times in the past nine years. The two previous filings in 2015 and 2019 had since been closed. Both of the filings were related to taxes and other payments owed to the City of Philadelphia and the Internal Revenue Service. 344 South Street Corporation filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 23-11548) on May 26, 2023, with as much as $50,000 in both assets and liabilities. Holly Miller, Esq., at Gellert Scali Busenkell & Brown, LLC, has been appointed as Subchapter V trustee. Judge Patricia M. Mayer oversees the case. The Debtor is represented by Jeffrey S. Cianciulli, Esq., at Weir Greenblatt Pierce, LLP. A FAMILY MEMBER: Court OKs Interim Cash Collateral Access --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, authorized A Family Member Homecare Holdings, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. Specifically, the Debtor is permitted to use the cash generated by the operation of its home healthcare business on an interim basis (a) to continue to operate the business in the ordinary course, consistent with the Budget and (b) to make those payments they are authorized to make pursuant to the Orders of the Court. The Debtor is directed to make the following adequate protection payments to: (a) First Home Bank in the amount of $500 per month; and (b) Five Star Bank in the amount of $110 per month. The Adequate Protection Payments, will commence on the first day of the month following entry of the Order and are due and payable on the same day each month thereafter. The Adequate Protection Payments will be applied to the accruing interest on the loans. As agreed to with Raychelle Tasher, Esq., counsel for the U.S. Small Business Administration, while the SBA will not receive adequate protection payments, the SBA, with a security interest in the Debtor's cash collateral, will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non bankruptcy law. The Debtor will maintain required insurances on its personal property and will provide proof of such insurance to each lender, its counsel, and the U.S. Trustee. There shall be a carveout in the Budget, and from FHB's and FSB's collateral, for the inclusion of fees due the Clerk of Court and/or the United States Trustee pursuant to 28 U.S.C. section 1930. Until further order of the Court, the Debtor will escrow $1,000 per month to be held on behalf of the Sub-chapter V fees. A final hearing on the matter is set for November 2, 2023 at 2 p.m. A copy of the order is available at https://urlcurt.com/u?l=y8X6Zm from PacerMonitor.com. About A Family Member Homecare Holdings A Family Member Homecare Holdings, Inc. provides home care services to Florida seniors. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-17322) on Sept. 12, 2023, with $159,329 in total assets and $2,022,917 in total liabilities. Brian Gauthier, president, signed the petition. Judge Peter D. Russin oversees the case. Chad Van Horn, Esq., at Van Horn Law Group PA serves as the Debtor's legal counsel. AC NW RETAIL: Amends Unsecured Claims Pay Details ------------------------------------------------- Ladder Capital Finance LLC, Ladder Capital Finance I LLC, and LMezz 250 W90 LLC (collectively, "Plan Proponents") filed their Secured Creditor Disclosure Statement for First Amended Plan of Liquidation of AC NW Retail Investment LLC and Armstrong New West Retail LLC dated October 23, 2023. The Debtors filed a joint liquidating plan, as subsequently amended, pursuant to which the Property was to be surrendered to the holder of the Mortgage Loan, or sold, and payments to creditors made from the Debtors' cash, the BBB Settlement Sum, and, if the Property is sold, the sale proceeds. The Secured Creditor Plan, in conjunction with the Modified Cash Collateral Order, which has not yet been entered by the Court but upon which the Secured Creditor Plan is contingent, is drafted so as to provide for the Plan Proponents to release any lien or claim against the Plan Fund (as necessary to fund Plan expenses including, without limitation, all Administrative Claims, Allowed Class 3 Claims (Armstrong Unsecured Claims) and Allowed Class 6 Claims (AC NW Unsecured Claims) which shall be used to fund all required plan payments. As set forth in the Plan, the Plan Fund is defined as the Debtors' remaining cash on hand which was entirely derived from the BBB Settlement Sum. As of the date of the filing of this Disclosure Statement, the balance in the Plan Fund was $1,554,338.35. In partial satisfaction of the LMezz Claim, all of AC NW's membership interests in Armstrong (i.e., 100% of the membership interests in Armstrong) are being transferred to LMezz or a nominee thereof. Thus, upon the Confirmation Date, AC NW shall have no further membership interest (or interest of any kind) in Armstrong. To the extent, after AC NW transfers its membership interests in Armstrong to LMezz or a nominee thereof, that any person or entity (including without limitation Benjamin Ringel, AC NW, or any other person or entity) has an interest in Armstrong that was not transferred to LMezz or a nominee thereof, such interest(s) shall be canceled and of no force and effect. For the avoidance of any doubt, from and after Confirmation, neither AC NW, Benjamin Ringel, nor any other person or entity (other than LMezz or a nominee thereof) shall have any rights to revenue, profits, or other remuneration and/or the right to operate, control, or otherwise take any action with respect to Armstrong or the Property owned by Armstrong. Following Confirmation, LMezz shall control Armstrong in all respects and shall, in furtherance of this Plan, cause the Property to be sold in furtherance of the Plan. In that regard, upon Confirmation, LMezz or its nominee shall be responsible for all Property obligations that arise from and after the Confirmation Date. It is expressly understood and agreed that the Ladder Claim shall remain in full force and effect until such time as LMezz, or its nominee, shall sell the Property (which sale shall be free and clear of all liens, claims and encumbrances of any kind that existed as of the Confirmation Date (other than the Ladder Entities' mortgage lien, which may, at the election of LMezz (or its nominee) and the purchaser, be discharged and/or assigned) and turnover all proceeds from such sale to Ladder, in full satisfaction of the Ladder Claim. Subject to the foregoing, the Ladder Entities' mortgage shall remain a lien against the Property and shall survive Confirmation. Class 3 consists of Armstrong Unsecured Claims. Subject to the provisions of Article 7 of the Plan, with respect to Disputed Claims, in full satisfaction, release and discharge of the Armstrong Unsecured Claims, the holders of Allowed Armstrong Unsecured Claims shall be paid in full unless otherwise agreed to in writing. Payment shall be made within the later of (i) 5 business days of the Confirmation Date and (ii) 15 days after the date the Armstrong Unsecured Claim is Allowed. Estimated in the amount of $185,289.36 for distribution purposes. This Class is unimpaired. Class 6 consists of AC NW Unsecured Claims. Subject to the provisions of Article 7 of the Plan, with respect to Disputed Claims, the holders of Allowed AC NW Unsecured Claims shall be paid in full unless otherwise agreed to in writing. Payment shall be made within the later of (i) 5 business days the Confirmation Date and (ii) 15 days the date the AC NW Unsecured Claim becomes Allowed. Scheduled in the amount of $532,800 inclusive of insider claims of $507,000. Estimated in the amount of $25,640 for distribution purposes. This Class is unimpaired. The Plan Proponent and the Debtors shall take all necessary steps, and perform all necessary acts, to consummate the terms and conditions of the Plan. The Plan will be implemented by the Modified Cash Collateral Order and/or the Ladder Entities' express agreement (which is contingent upon the terms of the Modified Cash Collateral Order being implemented) to release any lien or claim, if any, against the Plan Fund which shall fund all payments required under the Plan including, without limitation, payment of all Administrative Claims and payment of all Class 3 Claims. Funding for the Plan shall be from the Plan Fund. A full-text copy of the Disclosure Statement dated October 23, 2023 is available at https://urlcurt.com/u?l=YrjWbz from PacerMonitor.com at no charge. Attorneys for Ladder Capital Finance LLC, Ladder Capital Finance I LLC, and LMezz 250 W 90 LLC: Michael Yellin, Esq. COLE SCHOTZ, P.C. Court Plaza North 25 Main Street Hackensack, New Jersey 07601 About AC NW Retail Investment and Armstrong New West Retail Armstrong New West Retail, LLC owns a commercial condominium unit located at 250 West 90th Street, New York. The property is a 20,000-square-foot space that was occupied by Atlantic and Pacific Tea Company until March 2016 under its Food Emporium brand. Armstrong is 100% owned by AC NW Retail Investment, LLC, which is 100% owned by Benjamin Ringel. AC NW Retail Investment and Armstrong New West Retail filed Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 16-23085 and 16-23086) on Aug. 9, 2016. Benjamin Ringel, sole equity member, signed the petitions. At the time of the filing, AC NW Retail estimated its assets at $10 million to $50 million and liabilities at $1 million to $10 million. Armstrong estimated its assets and liabilities at $10 million to $50 million. Judge Robert D. Drain oversees the cases. Arnold Mitchell Greene, Esq., at Leech Tishman Robinson Brog, PLLC is the Debtors' bankruptcy counsel. The Law Offices of Lawrence J. Berger, P.C. serves as special real estate tax counsel. AKUMIN INC: Moody's Cuts CFR to Ca & PDR to D-PD, Outlook Stable ---------------------------------------------------------------- Moody's Investors Service downgraded Akumin Inc.'s probability of default rating to D-PD from Caa2-PD, corporate family rating to Ca from Caa2, the senior secured first lien notes rating to Caa3 from Caa1 and the senior secured revolving credit facility to Caa3 from Caa1. The speculative grade liquidity rating (SGL) was also lowered to SGL-4 from SGL-3. The outlook remains stable. These actions follow the Akumin's October 23, 2023 voluntary filing of petitions for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. RATINGS RATIONALE These actions reflect the governance considerations of Akumin's announcement that it has filed for protection under Chapter 11 of the US Bankruptcy Code. This filing follows a period where Akumin's capital structure was unsustainable due to high leverage and rising interest rates. Shortly following this rating action, Moody's will withdraw all of Akumin's ratings. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Akumin Inc. is headquartered in Plantation, Florida and is a provider of diagnostic imaging services in the United States. AKUMIN INC: TSX, NASDAQ Suspend Trading of Securities ----------------------------------------------------- Akumin Inc. disclosed in a Form 8-K Report filed with the Securities and Exchange Commission that the Company's Common Stock, $0.01 par value per share, was suspended from trading on the NASDAQ Stock Market LLC on October 26, 2023, following the commencement of the Company's Chapter 11 bankruptcy proceedings. On October 17, 2023, the Company received a written notification from Nasdaq's Listing Qualifications Department notifying the Company that unless the Company appealed Nasdaq's delisting determination to a Nasdaq Hearings Panel in compliance with the procedures set forth in the Nasdaq Listing Rule 5800 Series on October 24, (i) Nasdaq would suspend trading of the Common Stock at the opening of business on October 26, and (ii) Nasdaq would schedule the Common Stock for delisting and file a Form 25-NSE with the Commission, which will remove the Company's securities from being listed on Nasdaq. Due to the Restructuring of the Company through a Prepackaged Plan on October 20, 2023, the Company decided not to file an appeal before a Hearings Panel. Accordingly, as of October 26, the Common Stock is no longer trading on Nasdaq, and the Company expects that the Common Stock will be delisted from Nasdaq following the upcoming filing by Nasdaq of a Form 25-NSE with the Commission. Suspension from Trading on TSX On October 23, 2023, trading in the Company's securities on the Toronto Stock Exchange was suspended. In connection with the suspension of its securities, the Company received a written notice from TSX notifying the Company that TSX is reviewing the eligibility of the Company's securities for continued listing on TSX. The notice was issued pursuant to the expedited review process set forth under Part VII, Section 707 of the TSX Company Manual. The Company is currently undergoing the Expedited Review Process because it meets the insolvency delisting criteria under Section 708 of the Manual and the financial condition delisting criteria under Sections 709 and 710(a)(i) of the Manual. The TSX Notice informed the Company that a meeting of the Continued Listing Committee of TSX is scheduled to be held on October 30 to consider whether to delist the Company's securities. About Akumin Akumin Inc. -- https://www.akumin.com -- provides fixed-site outpatient diagnostic imaging services through a network of owned and/or operated imaging locations; and outpatient radiology and oncology services and solutions to approximately 1,000 hospitals and health systems across 48 states. Its imaging procedures include magnetic resonance imaging ("MRI"), computerized tomography ("CT"), positron emission tomography, ultrasound, diagnostic radiology (X-ray), mammography, and other related procedures. Akumin's cancer care services include a full suite of radiation therapy and related offerings. Akumin Inc. and 58 affiliated entities sought Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 23-90827) on Oct. 22, 2023. The petitions were signed by Riadh Zine, the Debtors' chief executive officer. As of June 30, 2023, Akumin Inc. listed total assets of $1,635,742,000 and total debts of $1,635,186,000. The Hon. Christopher M Lopez presides over the cases. The law firm of Dorsey & Whitney LLP, serves as the Debtors' general bankruptcy counsel; Jackson Walker LLP, as their co-bankruptcy counsel; AlixPartners, LLP as the Debtors' financial advisors; the law firm of Stikeman Elliott LLP, as special Canadian counsel; Leerink Partners as investment banking firm; and Epiq Corporate Restructuring LLC, as their noticing and claims agent. Ronald J. Bienias, Partner and Managing Director of AlixPartners, serves as the Debtors' chief restructuring officer. Akin Gump Strauss Hauer & Feld LLP's Michael S. Stamer and Jason Rubin, serves as counsel to the ad hoc group comprised of beneficial holders of Prepetition 2025 Notes and Prepetition 2028 Notes. King & Spalding LLP's Thad Wilson and Britney Baker serve as counsel to the Prepetition RCF Agent. Sidley Austin LLP's Anthony Grossi serves as counsel to the DIP Lender, Stonepeak. AKUMIN INC: Unsecured Creditors Unimpaired in Prepackaged Plan -------------------------------------------------------------- Akumin Inc. and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas a Disclosure Statement for the Joint Prepackaged Chapter 11 Plan dated October 22, 2023. The Company is a partner of choice for U.S. hospitals, health systems and physician groups, with comprehensive solutions addressing outsourced radiology and oncology service-line needs. Since the commencement of the COVID-19 pandemic, Akumin has faced a series of both systemic and unique challenges that resulted in a substantial increase in the cost of doing business. To address these challenges, the Debtors negotiated a holistic balance sheet restructuring memorialized in the Prepackaged Plan. The Prepackaged Plan has the overwhelming support of the Debtors' major stakeholders, as evidenced by the restructuring support agreement (the "Restructuring Support Agreement"). As of the date of this Disclosure Statement, holders of approximately 100% in principal of the Prepetition RCF Claims, approximately 69.6% in principal of the Prepetition 2025 Notes Claims, approximately 79.9% in principal of the Prepetition 2028 Notes Claims, 100% in principal of the Prepetition Series A Note Claims, and approximately 34.2% of the Existing Common Stock Interests have signed onto the Restructuring Support Agreement. Pursuant to the Prepackaged Plan, the Debtors will pursue a recapitalization transaction that would allow for substantial deleveraging and a new capital infusion to right size the Debtors' balance sheet for the benefit of all stakeholders (a "Reorganization Transaction"). The Prepackaged Plan and the Restructuring Support Agreement also provides for the continuation of the Debtors' prepetition marketing process (the "Prepetition Marketing Process" and together with the postpetition sale and marketing process, the "Marketing Process"). Pursuant to the Marketing Process, any and all bids for all or some portion of the Debtors' business will have been evaluated as a precursor to confirmation of the Prepackaged Plan. The Marketing Process will provide a public and competitive forum in which the Debtors seek bids or proposals for potential transactions that, if representing higher or otherwise better value for the Debtors and their stakeholders than the Reorganization Transaction, will be pursued in lieu of the Reorganization Transaction (the "Sale Transaction"). Class 7 consists of General Unsecured Claims. The legal, equitable, and contractual rights of the holders of Allowed General Unsecured Claims are unaltered by the Prepackaged Plan. Except to the extent that a Holder of an Allowed General Unsecured Claim agrees to different treatment, on and after the Effective Date, the Debtors shall continue to pay or dispute each General Unsecured Claim in the ordinary course of business as if the Chapter 11 Cases had never been commenced. This Class will receive a distribution of 100% of their allowed claims. This Class is unimpaired. Each Intercompany Interest shall be, at the option of the applicable Debtor (with the consent of the Consenting Investor and in consultation with the Required Consenting Noteholders to the extent the holders of the New Notes may reasonably be impacted), either: (i) Reinstated; (ii) canceled, released, and extinguished, and will be of no further force or effect; or (iii) otherwise addressed at the option of each applicable Debtor such that holders of Intercompany Interests will not receive any distribution on account of such Intercompany Interests. The Debtors, the Reorganized Debtors or Post-Effective Date Debtors, as applicable, shall fund distributions under the Prepackaged Plan with the (1) Debtors' Cash on hand, and either (a) funds from the Consenting Investor Direct Investment, and (b) funds from the Consenting Investor Cash Contribution, or (2) if the Sale Transaction is consummated, the proceeds of the Sale Transaction. A full-text copy of the Disclosure Statement dated October 22, 2023 is available at https://urlcurt.com/u?l=xBnyCS from PacerMonitor.com at no charge. About Akumin Akumin Inc. -- https://www.akumin.com -- provides fixed-site outpatient diagnostic imaging services through a network of owned and/or operated imaging locations; and outpatient radiology and oncology services and solutions to approximately 1,000 hospitals and health systems across 48 states. Its imaging procedures include magnetic resonance imaging ("MRI"), computerized tomography ("CT"), positron emission tomography, ultrasound, diagnostic radiology (X-ray), mammography, and other related procedures. Akumin's cancer care services include a full suite of radiation therapy and related offerings. Akumin Inc. and 58 affiliated entities sought Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 23-90827) on Oct. 22, 2023. The petitions were signed by Riadh Zine, the Debtors' chief executive officer. As of June 30, 2023, Akumin Inc. listed total assets of $1,635,742,000 and total debts of $1,635,186,000. The Hon. Christopher M Lopez presides over the cases. The law firm of Dorsey & Whitney LLP, serves as the Debtors' general bankruptcy counsel; Jackson Walker LLP, as their co-bankruptcy counsel; AlixPartners, LLP as the Debtors' financial advisors; the law firm of Stikeman Elliott LLP, as special Canadian counsel; Leerink Partners as investment banking firm; and Epiq Corporate Restructuring LLC, as their noticing and claims agent. Ronald J. Bienias, Partner and Managing Director of AlixPartners, serves as the Debtors' chief restructuring officer. Akin Gump Strauss Hauer & Feld LLP's Michael S. Stamer and Jason Rubin, serves as counsel to the ad hoc group comprised of beneficial holders of Prepetition 2025 Notes and Prepetition 2028 Notes. King & Spalding LLP's Thad Wilson and Britney Baker serve as counsel to the Prepetition RCF Agent. Sidley Austin LLP's Anthony Grossi serves as counsel to the DIP Lender, Stonepeak. AMERIFIRST FINANCIAL: Creditors to Get Proceeds From Liquidation ---------------------------------------------------------------- AmeriFirst Financial, Inc., and Phoenix 1040 LLC filed with the U.S. Bankruptcy Court for the District of Delaware a Combined Disclosure Statement and Plan of Liquidation dated October 19, 2023. Prepetition, AmeriFirst was a mid-sized independent mortgage company, which was licensed to operate in 44 states and served customers via branches located in over 20 states. During the Chapter 11 Cases, the Debtors [have sold, liquidated or otherwise disposed] of a substantial portion of their assets, or will do so, and pursuant to the proposed Plan, the Debtors will complete the wind-down of their business, address pending claims, including litigation claims, and make distributions to Creditors as efficiently as possible through the liquidating Plan. The Plan provides for the Post-Effective-Date Debtor(s) administered by a Post-Effective Date Debtor Representative, and a Liquidating Trust, the latter of which is created solely for the benefit of Holders of Allowed Unsecured Claims to administer the GUC Fund and certain other Liquidating Trust Assets. On and after the Effective Date, the Post-Effective-Date Debtor Representative will liquidate, collect, sell, or otherwise dispose of the remaining assets of the Debtors’ estates (the "Estates") (including, without limitation, causes of action not otherwise released pursuant to the Plan, but which will not include the GUC Fund or any Specified Causes of Action), as further provided in the Plan and if and to the extent such assets were not previously monetized to Cash or otherwise transferred or disposed of by the Debtors prior to the Effective Date. The net proceeds will be distributed to the Prepetition Lenders on account of their Prepetition Lenders Secured Claims, until such Claims are paid or otherwise satisfied in full, in which case thereafter any residual net proceeds will be used to pay other Creditors in accordance with the priority scheme under the Bankruptcy Code; provided, however, the Prepetition Lenders will allow for the transfer of certain cash and other assets to the Liquidating Trust for the benefit of holders of Allowed Unsecured Claims consistent with the Plan. The Liquidating Trustee will administer the Liquidating Trust and make distributions to general unsecured creditors out of the GUC Fund. There will be no distributions to Holders of Interests. The Liquidating Trust will be funded initially with certain Liquidating Trust Assets, an expense reserve, and a GUC Fund, with the consent and agreement of the Debtors' Prepetition Lenders. In a Chapter 7 proceeding, absent such consent, general unsecured creditors would likely receive no distribution on account of their claims. The Plan further provides for the limited substantive consolidation of the Debtors' Estates for the purpose of making Distributions to Holders of Claims. Class 4A consists of Unsecured Claims Against AmeriFirst. Holders of Class 4A Claims shall receive a Pro Rata share of the Liquidating Trust Interests in exchange for their Allowed Claims, which entitle the Beneficiaries thereof to a Pro Rata share of the GUC Fund and a Pro Rata Share of any net proceeds of the remaining Liquidating Trust Assets. Unsecured Claims are subject to all statutory, equitable, and contractual subordination claims, rights, and grounds available to the Debtors, the Estates, and pursuant to the Plan, except as may be expressly provided otherwise, the Liquidating Trustee, which subordination claims, rights, and grounds are fully enforceable prior to, on, and after the Effective Date. Class 4B consists of Unsecured Claims Against Phoenix, estimated amount $0. There shall be no Distribution on account of Class 5 Unsecured Claims against Phoenix. Available Cash shall be used by the Debtors and Post-Effective Date Debtor(s) to fund distributions to Creditors (including holders of Allowed Administrative Claims, Priority Tax Claims, Priority Non-Tax Claims, DIP Facility Claims, and Secured Claims), the GUC Fund, and other payments to be made pursuant to or otherwise consistent with the Plan. On or as soon as practicable following the Effective Date, the Liquidating Trust Assets Account shall be opened by the Liquidating Trustee and funded with the GUC Fund and Liquidating Trust Expense Reserve, which funds shall constitute Liquidating Trust Assets. Thereafter, from time to time, upon receipt of any Liquidation Proceeds (as applicable), the Liquidating Trustee shall deposit such funds into the Liquidating Trust Assets Account, and they shall become part of the Liquidating Trust Assets for funding distributions to Creditors. On the Effective Date, the Liquidating Trust shall be established pursuant to the Liquidating Trust Agreement for the purpose of, inter alia, (a) administering the Liquidating Trust Assets, (b) prosecuting and/or resolving all Disputed Unsecured Claims, and (c) making all Distributions to the Beneficiaries provided for under the Plan. Accordingly, the Liquidating Trustee shall, in an orderly manner, liquidate and convert to Cash the Liquidating Trust Assets, and make timely Distributions to the Beneficiaries, and not unduly prolong the duration of the Liquidating Trust. Neither the Liquidating Trust nor the Liquidating Trustee shall be or shall be deemed a successor-in-interest of the Debtors for any purpose other than as specifically set forth herein or in the Liquidating Trust Agreement. A full-text copy of the Combined Disclosure Statement and Plan dated October 19, 2023 is available at https://urlcurt.com/u?l=pI0208 from Omni Agent Solutions, Inc., claims agent. Counsel for Debtors: Laura Davis Jones, Esq. David M. Bertenthal, Esq. Timothy P. Cairns, Esq. Pachulski Stang Ziehl & Jones, LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899 Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: ljones@pszjlaw.com About AmeriFirst Financial AmeriFirst Financial, Inc., a mid-sized independent mortgage company, and its affiliate Phoenix 1040, LLC filed Chapter 11 petitions (Bankr. D. Del. Lead Case No. 23-11240) on Aug. 24, 2023. In the petitions signed by T. Scott Avila, chief restructuring officer, each Debtor disclosed between $50 million and $100 million in both assets and liabilities. Judge Thomas M. Horan oversees the cases. The Debtors tapped Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP as bankruptcy counsel; Paladin Management Group, LLC as restructuring advisor; and Omni Agent Solutions, Inc. as claims, noticing and administrative agent. ARCIMOTO INC: Falls Short of Nasdaq Minimum Bid Price Requirement ----------------------------------------------------------------- Arcimoto, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Company received a letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC indicating that the bid price of the Company's common stock, no par value, had closed below $1.00 per share for 30 consecutive business days prior to Oct. 20, 2023, and, as a result, the Company is not in compliance with Nasdaq Listing Rule 5450(a)(1), which sets forth the minimum bid price requirement for continued listing on the Global Market. Nasdaq's notice has no immediate effect on the listing of the Company's Common Stock on Nasdaq. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days to regain compliance with the Minimum Bid Requirement. To regain compliance, the closing bid price of the Company's Common Stock must be at least $1.00 per share for a minimum of 10 consecutive business days during this 180-day period, at which time the Staff will provide written notification to the Company that it complies with the Minimum Bid Requirement, unless the Staff exercises its discretion to extend this ten-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H). In the event that Company does not regain compliance with the Minimum Bid Requirement prior to the expiration of the 180-day compliance period, the Company may be eligible for additional time to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(ii) by transferring to the Nasdaq Capital Market. To qualify, the Company would need to submit a Transfer Application and a $5,000 application fee before the end of the 180-day compliance period. In addition, 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 initial listing on the Nasdaq Capital Market (except the bid price requirement) based on the Company's most recent public filings and market information, and the Company must notify Nasdaq of its intent to cure this deficiency during the second compliance period by effective a reverse stock split if necessary. If the Staff concludes that the Company will not be able to cure the deficiency, or should the Company determine not to submit a transfer application or make the required representation, the Staff will provide notice that the Company's securities will be subject to delisting. The Company intends to closely monitor the closing bid price of the Common Stock and consider all available options to remedy the bid price deficiency to regain compliance with the Minimum Bid Requirement. About Arcimoto, Inc. Based in Eugene, Oregon, Arcimoto, Inc. -- http://arcimoto.com-- designs and manufactures electric vehicles. Built on the revolutionary three-wheel Arcimoto Platform, its vehicles are purpose-built for daily driving, local delivery, and emergency response, all at a fraction of the cost and environmental impact of traditional gas-powered vehicles. Arcimoto reported a net loss of $62.88 million in 2022 following a net loss of $47.56 million in 2021. Portland, Oregon-based Deloitte & Touche LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated April 14, 2023, citing that the Company has incurred significant losses and does not have sufficient cash on hand to meet its obligations as they come due, which raises substantial doubt about its ability to continue as a going concern. ASMARA MLK: Oct. 16 Deadline to File Plan and Disclosures --------------------------------------------------------- Judge Charles Novack has entered an order approving Asmara MLK, LLC's application to extend the time in which to file a proposed plan and disclosure statement. Pursuant to the provisions of the Bankruptcy Rule 9006(b)(1), October 16, 2023, is established as the deadline for the debtor to file a Chapter 11 plan and disclosure statement. Upon filing of the Amended Document, counsel should inform the court. If the Amended Document meets with the court’s approval, the court will issue an order tentatively approving the Disclosure Statement aspect and setting the matter for Chapter 11 plan confirmation. Attorney for the Debtor: Marc Voisenat, Esq. 2329A Eagle Avenue Alameda, Ca. 94501 Tel: (510) 263-8664 Fax: (510) 272-9158 Email: Voisenat@gmail.com About Asmara MLK Asmara MLK, LLC in Oakland, CA, filed its voluntary petition for Chapter 11 protection (Bankr. N.D. Cal. Case No. 23-40430) on April 17, 2023, listing $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. Asmerom Berhe Ghebrmicael, Sr., as managing member., signed the petition. Judge William J. Lafferty oversees the case. The LAW OFFICE OF MARC VOISENAT serves as the Debtor's legal counsel. ASPIRA WOMEN'S: Establishes New Clinical Advisory Board ------------------------------------------------------- Aspira Women's Health Inc. announced it has established a Clinical Advisory Board as an element of its overall mission to develop and distribute high-impact diagnostic tools for gynecologic disease. The Clinical Advisory Board will provide clinical input and guidance throughout the development of the Company's portfolio of products. Each member of the board is a recognized thought-leader with deep clinical expertise in gynecologic health. "We are thrilled to have attracted this accomplished group of thought-leaders to support our mission of transforming health outcomes for women through the development and commercialization of noninvasive tests for the identification of gynecologic disease," said Nicole Sandford, president and CEO of Aspira Women's Health. "With the creation of the Clinical Advisory Board, we are able to maximize the impact of expert clinicians who believe in the potential of our technology. The Board will complement our well-established KOL network as we drive both innovation and adoption." Dr. Leo Twiggs, director of Medical Affairs at Aspira Women's Health added, "I am honored to have such an elite group of clinical experts advising our company in our research and product development endeavors. I look forward to working with these clinicians as we lead the mission to improve the standard of care for all women." The Clinical Advisory Board, which will be chaired by Dr. Twiggs, includes the following initial members: Levi S. Downs, Jr., M.D., M.S., Medical Director for Gynecologic Oncology, Park Nicollet Health System, Methodist Hospital Dr. Downs is director of Gynecologic Oncology at Park Nicollet Health Services in Minneapolis, MN. Dr. Downs received his medical degree from the University of Pittsburgh School of Medicine in Pittsburgh, Pennsylvania. He did his residency in Obstetrics and Gynecology at Magee-Women's Hospital of the University of Pittsburgh Medical Center. Dr. Downs completed a fellowship in gynecologic oncology at the University of Minnesota and has a Master of Science degree in clinical research from the University of Minnesota School of Public Health. Prior to joining Park Nicollet, he was Professor of Obstetrics, Gynecology and Women’s Health at the University of Minnesota Medical School where he served as Division Director for Gynecologic Oncology, Women's Cancer Program Director at the Masonic Cancer Center, and chief medical officer of the University of Minnesota Medical Center and University of Minnesota Physicians. Dr. Downs has served as principal investigator for numerous clinical trials investigating cervical cancer screening, diagnosis, treatment, and preventive approaches to HPV related diseases. As an active member of the American Society for Colposcopy and Cervical Pathology (ASCCP) he has participated in cervical cancer screening and management consensus conferences. He has served on the ASCCP Board and joined the Executive Committee in 2019 and is the current ASCCP President. Dr. Downs is also a member of the Society of Gynecologic Oncologists and has served as a member on the Board of Directors of many other professional societies. He has a commitment to service that extends beyond the medical profession. He was on the Board of Directors for College Possible and served as the inaugural chair of their National Board and he is currently on the Chairman Regional Board of Teach for America, Twin Cities. Nisha Garg, M.D., M.S., FACOG, Gynecologic Surgeon, Arizona Gynecology Consultants Dr. Garg is a board-certified gynecologist with advanced surgical training in Minimally Invasive Gynecologic Surgery (MIGS). She specializes in the surgical management of complex gynecologic conditions such as fibroids, endometriosis, abnormal uterine bleeding, congenital uterine anomalies, and adnexal masses. She also performs gender-affirming surgery. She is experienced in various surgical approaches including laparoscopy, robotics, vaginal surgery, and mini-laparotomy. Dr. Garg completed medical school at the University of Miami Miller School of Medicine, where she concurrently completed a Masters in Genomic Medicine. Upon graduation, she was inducted into Alpha Omega Alpha (AOA), the esteemed national medical honor society. She then went to the University of California, Irvine for OB/GYN residency, where she graduated with awards in MIGS, Gynecologic Oncology, and resident research. She then completed her fellowship in MIGS at Northwestern University in Chicago, IL. She now works as a Gynecologic Surgeon in Phoenix, AZ and serves as an Assistant Clinical Professor of Obstetrics and Gynecology at both the University of Arizona College of Medicine and at the Creighton University School of Medicine. Dr. Garg’s clinical and research interests include endometriosis diagnostics, surgical education, transgender care, and surgical menopause. Tamika Sea, M.D., FACOG, Founder and Owner, Advanced Women's Care Center Dr. Sea is a member of the American Congress of Obstetrics and Gynecology and is a Fellow of the American Board of Obstetrics and Gynecology, as well as the American Association of Gynecologic Laparoscopists. Dr. Sea attended The University of Tennessee Health Science Center (UTHSC) where she gained her Medical Doctorate. While at UTHSC, she was a founder of the Clinical Esperanza charity clinic associated with Christ Community Clinic in Memphis, where she served the underprivileged Hispanic community in the Greater Memphis Area. She also received the prestigious Charles C. Verstandig award during her matriculation. She later attended The Methodist Hospital/Christus St. Joseph Obstetrics and Gynecology Residency Program in Houston, TX, where she received numerous awards, including the American Association of Gynecologic Laparoscopists Resident of the Year. Since her return to Atlanta, she has had the privilege of serving the Greater South Atlanta area at Piedmont Henry Hospital, where she has served in several administrative roles, including Chairman of the Department of Obstetrics and Gynecology. Dr. Sea is also a representative for the OBGYN Clinical Governance Council for the Piedmont Healthcare System. Her fields of interest include polycystic ovarian syndrome (PCOS), high-risk obstetrics, as well as utilizing laparoscopy and performing several pelvic floor reconstructive procedures. About Aspira Women's Health Formerly known as Vermillion, Inc., Aspira Women's Health Inc. -- http://www.aspirawh.com-- is transforming women's gynecological health with the discovery, development, and commercialization of innovative testing options for women of all races and ethnicities, starting with ovarian cancer. Its ovarian cancer risk assessment portfolio is marketed to healthcare providers as OvaSuite. OvaWatch is a non-invasive, blood-based test intended for use in the initial clinical assessment of ovarian cancer risk in women with benign or indeterminate adnexal masses for which surgical intervention may be either premature or unnecessary. Aspira Women's reported a net loss of $27.17 million for the year ended Dec. 31, 2022, compared to a net loss of $31.66 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $17.37 million in total assets, $10.64 million in total liabilities, and $6.73 million in total stockholders' equity. Woodbridge, New Jersey-based BDO USA, LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has suffered recurring losses from operations and expects to continue to incur substantial losses in the future, which raise substantial doubt about its ability to continue as a going concern. ATLANTIC RADIO: Wins Cash Collateral Access ------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, authorized Atlantic Radio Telephone, Inc. to use cash collateral in accordance with the budget. As previously reported by the Troubled Company Reporter, the Debtor has a secured line of credit with Popular Bank in the amount of $300,000. The line of credit is secured by a lien on substantially all of the Debtor's assets, as well as a mortgage lien against a building owned by C. Webber Enterprises, Inc., an entity owned by Conrad J. Webber, Sr., and leased to the Debtor. The Debtor also received an economic injury disaster loan, and a loan under the paycheck protection program, with the Small Business Administration. The Debtor is current on the EIDL Loan, and the PPP Loan was forgiven. The court ruled that the Secured Creditors, the SBA and Popular Bank, are granted continuing liens and security interests in the Debtor's property, to protect their interests in the cash collateral. These liens have the same extent, validity, and priority as the pre-petition liens and security interests. As additional adequate protection, the Secured Creditors are granted valid, binding, enforceable, fully perfected, replacement liens and first priority security interests in the Debtor's presently owned or hereafter acquired property and assets. The Debtor will continue to pay Popular Bank and the SBA post-petition interest at the respective contract (non-default) rates of interest. The Debtor's authorization to use the cash collateral will terminate on the earlier of: (i) the expiration of the Use Period; (ii) by entry of a further order of the Court; or (iii) the occurrence of any of the following: (a) the failure of Debtor to materially comply with the terms and provisions of the Interim Order; provided that the Secured Creditors will notify the Debtor's counsel in writing by telephone facsimile or e-mail of any noncompliance by Debtor with the terms and provisions of the Interim Order, and the Debtor will have three business days from the sending of the notice to cure such noncompliance; (b) any post-petition lien (other than any lien(s) recorded against the property as of the petition date) is recorded against the assets of the bankruptcy estate, except any lien granted on assets of the bankruptcy estate to secure post-petition financing to which lien the Secured Creditors have consented or which has been granted pursuant to an order of the Court; or (c) the appointment of a trustee (excluding a Sub Chapter 11 Trustee) or an examiner, or conversion of the case to a Chapter 7 case. A continued hearing on the matter is set for December 13, 2023 at 2 p.m. A copy of the order and the Debtor's budget is available at https://urlcurt.com/u?l=QPvc8u from PacerMonitor.com. The Debtor projects total deductions, on a monthly basis, as follows: $1,330,084 for October 2023; $1,330,618 for October 2023; and $1,330,619 for October 2023. About Atlantic Radio Telephone, Inc. Atlantic Radio Telephone, Inc. provides communication and avigation solutions to individuals and organizations who find themselves "off the grid." With locations in Miami and Fort Lauderdale, Florida, Atlantic Radio provides sales, support, installation, integration and repair services to customers located around the world in industries including: maritime, military, first responders, utilities, aviation, education and research, travel and tourism and more. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-15483) on July 13, 2023. In the petition signed by Conrad J. Webber, Jr., president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Laurel M. Isicoff oversees the case. Michael D. Seese, Esq., at Seese, P.A., represents the Debtor as legal counsel. AULT ALLIANCE: Reports Preliminary Q3 Revenue of Over $52.5 Million ------------------------------------------------------------------- Ault Alliance, Inc. announced preliminary unaudited third quarter 2023 revenue exceeding $52.5 million. Focus on Cash Flow-Generating Subsidiaries The Company said it is working diligently to focus on its cash flow-generating subsidiaries. "We're proud of the performance in our Circle 8 crane operations and our Sentinum data centers. Cash flow is improving, and we have an eye towards future profitability," said Milton "Todd" Ault III, executive chairman of Ault Alliance. Sentinum Bitcoin Mining Update The annualized revenue run rate of Sentinum Bitcoin mining is currently approximately $32 million, many times greater than the current market capitalization of Ault Alliance as a whole. The Company is continually perplexed by the market's inability to value any cash-producing assets within the Company and remains committed to the long-term value of its operations, including its Sentinum Bitcoin mining operations. Sentinum is currently building out an additional data center site in Montana. Sentinum plans to use the Montana site as a hosting facility for Bitcoin and other cryptocurrency miners. Steady Advancements in Ault Venture Group and Defense Sector The Ault Venture Group holds various public ownerships of companies and anticipates leveraging market opportunities over the next 12 months. GIGA, which does business as Gresham Worldwide, a defense company, reported revenue growth of over 12% from the last quarter. "The defense business, especially our Israeli division, is experiencing robust growth amidst the current conflict," said Mr. Ault. The Company believes that GIGA is undervalued and is working with management to determine new strategic paths that may unlock the intrinsic value of the defense business and its subsidiaries. Challenges at Ault Lending Ault Lending faced challenges but shows early signs of stabilization. "We remain cautiously optimistic," noted Mr. Ault. "Revenues from our trading activities at Ault Lending includes net losses on equity securities, including unrealized gains and losses from market price changes. These gains and losses cause significant volatility in our periodic earnings." Stabilization in Ault Global Real Estate Equities, Inc. Hotel Revenue "Our Midwest hotel portfolio is showing stable seasonal revenue and hopes to capitalize on growing work travel trends and other opportunities in both Rockford, IL, and Madison, WI.," said Mr. Ault. The Company previously announced that it seeks to sell the newly renovated hotels for approximately $100 million in addition to the decision to also list the St. Petersburg property for a $20 million asking price. The decision to list the properties is driven by the Company's desire to focus on its core businesses." Promising Outlook for BitNile Metaverse Business While BitNile Metaverse is currently not contributing significantly to revenue, the Company anticipates increased revenue growth in its BitNile Metaverse business for 2024. "Starting from the ground up, we expect to see significant growth in this sector and will be announcing our future plans in the coming weeks," added Mr. Ault. Outlook for 2023 Ault Alliance projects a total consolidated revenue of $190-200 million for the fiscal year ending December 31, 2023. "Our focus is on delivering a foundation of stable revenue with year-over-year growth," concluded Mr. Ault. Statement on Company's Common Stock Performance Mr. Ault notes that the performance of the Company's common stock remains unacceptable. "We are working diligently to articulate the Company's growth prospects to the market. We are making dramatic improvements across our business lines and are focused on building a more stable enterprise. While we maintain our belief in the holding company model, we are incredibly disappointed in the stock's performance," added Mr. Ault. About Ault Alliance Inc. Ault Alliance, Inc. (formerly, BitNile Holdings, Inc.) is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly- and majority-owned subsidiaries and strategic investments, the Company owns and operates a data center at which the Company mines Bitcoin, and provides mission-critical products that support a diverse range of industries, including crane services, oil exploration, defense/aerospace, industrial, automotive, medical/biopharma, consumer electronics, hotel operations and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Ault Alliance reported a net loss of $189.83 million for the year ended Dec. 31, 2022, compared to a net loss of $23.04 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $526.91 million in total assets, $336.56 million in total liabilities, and $190.34 million in total stockholders' equity. New York, New York-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has a working capital deficiency, has incurred net 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. AYALA PHARMACEUTICS: aMoon Growth, Three Others Hold 5.2% Stake --------------------------------------------------------------- In a Schedule 13G/A filed with the Securities and Exchange Commission, these entities reported beneficial ownership of 560,602 shares of common stock of Ayala Pharmaceutics, Inc. as of Oct. 18, 2023, representing 5.21 percent of the shares outstanding: * aMoon Growth Fund Limited Partnership * aMoon Growth Fund G.P. Limited Partnership * aMoon General Partner Ltd. * Dr. Yair C. Schindel The percentage was calculated based on 10,751,801 shares of Common Stock outstanding, based on the sum of: (i) 4,838,321 shares of Common Stock issued and outstanding as of Aug. 10, 2023, according to the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023; and (ii) issuance of approximately 5,913,480 shares of Common Stock on Oct. 18, 2023 as set forth in the Issuer's Current Report on Form 8-K, as filed with the SEC on Oct. 20, 2023. aMoon Ltd. is the sole general partner of aMoon G.P. By virtue of such relationships, aMoon Ltd. may be deemed to have shared voting and investment power with respect to the shares of Common Stock of the Issuer held by aMoon. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1100397/000117891323003364/zk2330401.htm About Ayala Pharmaceutics Formerly known as Advaxis, Inc., Ayala Pharmaceutics, Inc. is a clinical-stage oncology company focused on developing and commercializing small molecule therapeutics for patients suffering from rare and aggressive cancers, primarily in genetically defined patient populations. Ayala reported a net loss of $14.36 million for the year ended Oct. 31, 2022, compared to a net loss of $17.86 million for the year ended Oct. 31, 2021. As of March 31, 2023, the Company had $20.99 million in total assets, $9.83 million in total current liabilities, $1.48 million in total long-term liabilities, and $9.67 million in total stockholders' equity. New York, NY-based Marcum LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated Feb. 9, 2023, 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. B3 ELECTRIC: Court OKs Interim Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Kentucky, Bowling Green Division, authorized B3 Electric, LLC to continue using cash collateral on an interim basis in accordance with the budget. The Debtor has pledged its accounts and receivables as a portion of collateral securing the debt of the following creditors: NAME AMOUNT OWED UCC FILING DATE Independence Bank $476,495 07/31/2019 Small Business Administration $500,000 08/03/2021 Fora Financial $364,131 01/06/2023 Vox Funding $337,250 04/06/2023 Capybara $364,131 07/24/2023 As adequate protection of their separate interest in cash collateral, Independence Bank, Small Business Administration, Fora Financial, Vox Funding, and Capybara Capital are deemed to have a continuing replacement lien and security interest in the Debtor's accounts to the extent of the current priority of their security interests as existed in cash collateral prior to the commencement of the bankruptcy case. A copy of the motion is available at https://urlcurt.com/u?l=sRePYC from PacerMonitor.com. A copy of the order is available at https://urlcurt.com/u?l=cTC9is from PacerMonitor.com. About B3 Electric LLC B3 Electric is a commercial and industrial electrical contractor. B3 Electric LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Ky. Case No. 23-10766) on OCt. 12, 2023. The petition was signed by John Baker as member. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Joan A Lloyd presides over the case. Robert C. Chaudoin, Esq. at the HARLIN PARKER represents the Debtor as legal counsel. BLACKRIDGE CONSTRUCTION: Wins Interim Cash Collateral Access ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York authorized Blackridge Construction, LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, nunc pro tunc as of October 10, 2023. The Debtor and TD Bank entered into a Business Loan Agreement in 2011, with the Debtor executing a Promissory Note and a Commercial Security Agreement in the principal amount of $300,000. TD Bank perfected its security interest in the collateral by filing a UCC-1 Financing Statement and continuing with a UCC-3 Continuation Statement. The Debtor then executed a Change in Terms Agreement, increasing the principal amount of the TD Bank Note to $465,000 and amending the interest rate to the Wall Street Journal Prime Rate plus 1.5% with a floor rate of 4.75%. The Debtor then executed a Commercial Security Agreement and an Amended and Restated Revolving Term Note, extending the maturity date to August 30, 2018 and November 28, 2018. The Debtor notified TD Bank of the events of default and filed a lawsuit against the Debtor. In June 2021, the Debtor and TD entered into a Stipulation of Settlement, but the Debtor was unable to satisfy its payment obligations, leading to a Judgment in favor of TD Bank. On June 21, 2021, the Debtor and TD entered into a Stipulation of Settlement settling the TD Bank Lawsuit and setting forth payment terms. Unfortunately, the Debtor was unable to satisfy its payment obligations under the Stipulation of Settlement and on or about June 29, 2023, a Judgment was entered in favor of TD Bank in the amount of $325,832. On August 7, 2020, the Debtor and the SBA entered into a Loan Authorization and Agreement in the principal amount of $150,000. The SBA Note provided for a 30-year term and an interest rate of 3.75% per annum with payments in the amount of $731 per month commencing 12 months from the date of the SBA Note. In order to secure payment of the SBA Note, on August 7, 2020, the Debtor executed a security agreement which granted the SBA a lien in the Collateral, as set forth more fully therein. The liens granted in the SBA Security Agreement were duly perfected by the SBA by virtue of the filing of a UCC-1 financing statement with the New York Secretary of State on December 18, 2020, bearing Filing No. 202008177376499. Thereafter, on July 24, 2021, the Debtor and the SBA entered into a modification of the SBA Note, whereby the principal amount of the loan was increased to $500,000, and monthly payments were increased to $2,530 per month. As adequate protection, the Secured Creditors are granted replacement liens, on all of the Debtor's assets but only to the extent that said liens were valid, perfected and enforceable as of the Petition Date in the continuing order of priority of its pre-petition liens without determination therein as to the nature, extent and validity of said pre-petition liens and claims and to the extent Collateral Diminution occurs during the Chapter 11 case, subject to United States Trustee fees pursuant to 28 U.S.C. Section 1930, together with interest, if any, pursuant to 31 U.S.C. Section 3717 and any Clerk's filing fees. In addition, the Replacement Liens granted will not attach to the proceeds of any recoveries of estate causes of action under 11 U.S.C. Sections 542 through 553. To the extent that the Replacement Liens and other relief granted do not provide the Secured Creditors with adequate protection, the Secured Creditors are granted super-priority administrative expense claims in the order of their respective priority under 11 U.S.C. 507(b). The Replacement Liens and the Super-Priority Claims will be subordinate only to the fees and expenses of the Clerk of the Bankruptcy Court and the fees of the Office of the United States Trustee pursuant to 28 U.S.C. 1930(a) plus applicable interest on any such fees ) and the fees and expenses of the Sub V Chapter 11 Trustee in an amount not to exceed $10,000, and the fees and commissions of a hypothetical Chapter 7 Trustee in an amount not to exceed $5000. However, the Carve Out will be payable solely from assets in the possession of the Debtor and not from TD Bank and none of the Carve Out may be used for the enforcement of any objection to the TD Bank claim or actions against TD Bank. A final hearing on the matter is set for November 8, 2023 at 2 p.m. A copy of the order is available at https://urlcurt.com/u?l=OSCF3H from PacerMonitor.com. About Blackridge Construction, LLC Blackridge Construction, LLC specializes in civil construction projects like bridges, dams, overhead structures, highway, roadwork and sitework projects including: moving dirt, placing asphalt and concrete, installing underground pipelines. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. N.Y. Case No. 23-22739) on October 10, 2023. In the petition signed by James C. Carroll, president, the Debtor disclosed up to $50 million in assets and up to $10 million in liabilities. Judge Sean H. Lane oversees the case. Erica Aisner, Esq., at Kirby Aisner & Curley LLP, represents the Debtor as legal counsel. C S I ROOF: Unsecureds Will Get 64.7% of Claims over 5 Years ------------------------------------------------------------ C S I Roof Removal, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of California a Plan of Reorganization dated October 23, 2023. The Debtor is engaged in the residential roofing business. The source of Debtor's business is from roofing contractors who hire Debtor to do the dismantling and tearing down of the roof prior to the contractor installing a new roof. The Debtor has been operated by Alejandro Flores. Mr. Flores is the Debtor's owner and sole shareholder. The Debtor has managed its business and affairs as a debtor-in-possession throughout this bankruptcy proceeding. Mr. Flores will remain the Debtor's sole shareholder, director and officer after the confirmation of the Plan. The Debtor's financial projections show that the Debtor will have projected disposable income of $105,000. The final Plan payment is expected to be paid on the end of the fifth year of the Effective Date. Since the filing of the Chapter 11 case, Debtor has approximately $71,836 in net income. Debtor anticipates this yearly net income amount to decrease through the end of the year, as it is the Debtor's slow season. Despite this, Debtor is confident that there will be a substantial recovery for general unsecured creditors and that creditors would fare better in a reorganization than they would in a Chapter 7 liquidation. This Plan of Reorganization proposes to pay creditors of the Debtor from future disposable income received from Debtor's operation of residential roof removal and limited roof construction. This Plan provides for 1 class of non-priority unsecured claims. This Plan also provides for the payment of administrative and priority claims. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 64 cents on the dollar. This Plan also provides for the payment of administrative and priority claims. Class 1 consists of Unsecured Nonpriority Claims. The Debtor estimates that the total amount of general unsecured claims to be approximately $162,205.69. The Debtor shall repay no more than 64.73%, or $105,000.00, of allowed unsecured claims over 5 years from the Effective Date of the Plan. On the first day of the month following the month in which the Effective Date of the Plan occurs, the Debtor shall begin monthly payments in the amount of $1,750 on the Class 1 Unsecured Nonpriority Claims. Class 2 consists of Equity Holder Alejandro Flores. Equity Security Holders shall not receive a dividend until the payments contemplated by this Plan are completed. However, Equity Security Holders may receive payment for their services to the Debtor. In the event that an Equity Security Holder forgoes post confirmation pay that pay shall accrue to the Equity Security Holder as a post confirmation liability payable when cash flow permits or upon the sale or transfer of the Debtor. The Debtor shall fund the Plan with the proceeds and profits of residential roof removal and limited roof construction. A full-text copy of the Plan of Reorganization dated October 23, 2023 is available at https://urlcurt.com/u?l=G4nWQ9 from PacerMonitor.com at no charge. Attorney for Debtor: Matthew DeCaminada, Esq. Stutz Law Office, P.C. 9343 Tech Center Dr Suite 160 Sacramento, CA 95826 Phone: +1 916-884-2235 About C S I Roof C S I Roof Removal, Inc., is engaged in the residential roofing business. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 22-23186) on Dec. 9, 2022, with between $50,001 and $100,000 in assets and between $100,001 and $500,000 in liabilities. Judge Fredrick E. Clement oversees the case. The Debtor is represented by Matthew J. DeCaminada, Esq., at Stutz Law Office, P.C. CLUBHOUSE MEDIA: CEO Forgives $885K in Over Two Years Salary ------------------------------------------------------------ Clubhouse Media Group, Inc. announced that CEO Amir Ben-Yohanan has further reduced the Company's debt by waiving $885K of deferred salary, personally owed to him by the Company. "My goal has always been to maximize CMGR's potential and shareholder value: my decision today further displays my willingness to do whatever it takes to help the company succeed," said Amir Ben-Yohanan, CEO of CMGR. "Over the past few years we have reduced our debt significantly and improved our margins. These signs have been very encouraging, and we continue to push forward in that direction." About Clubhouse Media Las Vegas, Nevada-based Clubhouse Media Group, Inc. is an influencer-based social media firm and digital talent management agency. The Company offers management, production and deal-making services to its handpicked influencers. The Company's management team consists of successful entrepreneurs with financial, legal, marketing, and digital content creation expertise. Clubhouse Media reported a net loss of $7.53 million for the year ended Dec. 31, 2022, compared to a net loss of $22.24 million for the year ended Dec. 31, 2021. As of June 30, 2023, the Company had $1.14 million in total assets, $11 million in total liabilities, and a total stockholders' deficit of $9.86 million. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 30, 2023, citing that the Company has stockholder's deficit, net losses, and negative working capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. COMPREHENSIVE PAIN: Amends Plan to Include Ford Motor Secured Claim ------------------------------------------------------------------- Comprehensive Pain Solutions, PLLC, d/b/a Prizm Pain Specialists, PLLC and Horizon Integrated Therapies submitted an Amended Subchapter V Plan of Reorganization dated October 19, 2023. Debtor has historically been and remains profitable. However, the entry of the Nelson Malpractice Judgment created risk to Debtor's future operations and Debtor's lab business was causing operating losses. Class I consists of Allowed Secured Claim of First Merchants. First Merchants asserts a secured claim of $1,118,881.99 as of the Petition Date, secured by a validly and properly perfected first priority security interest in all of Debtor's assets. All terms of the First Merchants Loan Documents shall remain in full force and effect except that interest will accrue at the applicable prepetition non-default rate plus 1.5%, and First Merchants Bank shall be repaid in accordance with the terms of the First Merchants Loan Documents. All of Debtor's assets shall remain subject to First Merchant's pre-petition and post-petition liens and Section 552 of the Bankruptcy Code shall not apply to First Merchant's claim. Class II consists of Allowed Nelson Malpractice Claim. The Holder of the Nelson Malpractice Claim has a judgment entered in the Wayne County Circuit Court. Debtor filed certain post-trial motions disputing the Nelson Malpractice Judgment, and if denied plans to appeal from such Judgment. Debtor intends to continue to take all available post-judgment actions to contest the Nelson Malpractice Claim. Debtor will pay its projected total net disposable income each quarter pro rata to the Allowed Claims of Classes II, III and IV for five years following the Effective Date. In addition, $100,000 representing Debtor's undivided half interest in the applicable $200,000 malpractice insurance policy shall be paid on the Nelson Malpractice Claim. Only if the Court approves the Dr. Rosenberg Resolution, the additional amounts contributed by Dr. Rosenberg pursuant to his Class VI treatment shall be paid on the Nelson Malpractice Claim. Class III consists of the Allowed Owens Malpractice. The Holder of the Owens Malpractice Claim has a lawsuit pending in the Wayne County Circuit Court. As of the filing of this Case, the Owens Malpractice Claim has not gone to trial. Debtor intends to continue defending the Owens Malpractice Claim. Debtor will pay its projected total net disposable income each quarter pro rata to the Allowed Claims of Classes II, III and IV for five years following the Effective Date. Class IV consists of all Allowed Unsecured Claims not designated by Debtor to continue providing goods and/or services following the Effective Date, including Holders of Rejection Damages Claims. Debtor will pay its projected total net disposable income each quarter pro rata to the Allowed Claims of Classes II, III and IV for five years following the Effective Date. All payments on account of the Holders of Class IV Claims shall be paid directly to such claimants. This Class IV is Impaired. Class V consists of the Holders of Unsecured Claims designated by Debtor to continue providing goods and/or services following the Effective Date. Debtor shall pay all Class V Claims in full in 3 equal payments. The first payment shall be paid 30 days after the Effective Date. The second payment shall be made one year after the first payment, and the third payment shall be made two years after the first payment. This Class V is Impaired. Class VI consists of the Allowed Claims of Dr. Rosenberg. In consideration for the Dr. Rosenberg Resolution, Dr. Rosenberg: * Waives all of his Indemnification Claims whether arising prepetition, post-petition, post-confirmation or post Effective Date for 5 years following the Effective Date; * Waives all salary increases, bonuses and other forms of additional compensation (based on past practices, industry standards of reasonable compensation, or otherwise) for 5 years following the Effective Date; * Shall allow his undivided half interest in the applicable $200,000 malpractice insurance policy to be paid on the Nelson Malpractice Claim; * Rosenberg shall contribute $100,000 on the Effective Date towards payment of the of the Nelson Malpractice Claim; * Rosenberg shall contribute $8,333.00 per month for 36 months beginning 30 days after the Effective Date towards the payment of the Nelson Malpractice Claim. Class VII consists of the Allowed Secured Claim of Ford Motor Credit. On the Effective Date, Debtor shall assume the contract with Ford Motor Credit, and Ford Motor Credit shall retain all rights under the contract, including its security interest until its claim has been paid in full. This Class VII is Not Impaired. Prior to the entry of the Nelson Malpractice Judgment, Debtor did not have any significant financial difficulties. Debtor anticipates continued success in its operations and the continued ability to pay all of its operating expenses and its plan payments as they become due from its projected net disposable income that Debtor reasonably anticipates it will generate based upon its historical financial results. A full-text copy of the Amended Plan dated October 19, 2023 is available at https://urlcurt.com/u?l=WlNpqy from PacerMonitor.com at no charge. Attorneys for the Debtor: Daniel J. Weiner, Esq. Howard Borin, Esq. Kim Hillary, Esq. 40950 Woodward Ave., Ste. 100 Bloomfield Hills, MI 48304 Tel: (248) 540-3340 E-mail: dweiner@schaferandweiner.com About Comprehensive Pain Solutions Comprehensive Pain Solutions, PLLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 23-45664) on June 26, 2023. In the petition signed by Jeffrey M. Rosenberg, manager, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Maria L. Oxholm oversees the case. Daniel J. Weiner, Esq., at Schafer and Weiner, PLLC, is the Debtor's legal counsel. COVENANT PHYSICIAN: Moody's Cuts CFR to 'Caa2', Outlook Stable -------------------------------------------------------------- Moody's Investors Service downgraded Covenant Physician Partners' Corporate Family Rating to Caa2 from Caa1, Probability of Default Rating to Caa2-PD from Caa1-PD, ratings of the senior secured first lien revolving credit facility and the senior secured first lien term loan to Caa1 from B2, and the senior secured second lien term loan to Ca from Caa3. The outlook is stable. The ratings downgrade reflects Moody's view that Covenant's weak liquidity will contribute to making the capital structure increasingly unsustainable and the probability of a default, by way of a distressed exchange, is high. Covenant's revenue has been stagnant, and the company experienced an erosion in profitability in 2022 and the first half of 2023 due in part to higher labor costs, elevated corporate overhead costs and a change in product mix that includes physician practices and higher expenses for infusion and retina services. Additionally, higher interest rates has increased interest expense and lowered free cash flows, which will make Covenant more weakly positioned to absorb future operating setbacks, should they occur, or its ability to support its growth prospects. Moody's forecasts Covenant will have negative free cash flow over the next 12-24 months. As a result, Covenant will need to draw on the revolver to continue to fund its operations. The first lien revolving credit facility has a July 2024 expiration, but Moody's expects Covenant will extend the revolving credit facility ahead of its maturity. The stable outlook reflects Moody's view that the default probability is high, given the weak liquidity, and appropriately captured at the current rating level. RATINGS RATIONALE Covenant Physician Partners' Caa2 CFR is constrained by the company's modest size relative to larger competitors, as well as the company's high financial leverage of around 9.6x as of June 30, 2023. That said, Moody's forecasts a slow improvement in credit metrics over the next two years and expects Covenant to de-lever below 9.0x by the end of 2024. Covenant also faces risks associated with its significant concentration in colonoscopy and gastroenterology procedures. Although, Moody's notes that the concentration has declined with acquisitions on the optical platform, those transactions have also resulted in higher medical supply costs and margin reduction. The company also deploys an aggressive acquisition strategy, which is often debt funded. While there is risk associated with integrating multiple acquisitions, Covenant has invested in its systems and infrastructure that should allow it to support a larger revenue base. Tempering these challenges, Covenant's ambulatory surgery centers (ASC's) business has favorable long-term growth prospects. This is because patients and payors prefer the outpatient environment (primarily due to lower cost and better outcomes) for certain specialty procedures, and patients continue to seek to avoid hospitals. Moody's believes that Covenant will maintain weak liquidity for the next year. The company has $23 million of cash as of June 30, 2023. Moody's anticipates Covenant will generate negative cash flow for the next 12-18 months, despite lower capital expenditures requirements due to a slow down on growth of new facilities, high interest rates will continue to constrain cash. The company's $35 million first lien revolving credit facility is fully available as of June 30, 2023. The Caa1 rating on the senior secured first lien credit facilities reflect its first priority claim to asset sale proceeds in the event of a default, and the cushion provided by the junior debt. The senior secured second lien term loan is legally subordinated to the first lien revolving credit facility and first lien term loan in the event of a default. As such, the rating considers the low recovery prospects. Covenant's CIS-5 indicates that the rating for Covenant Physician Partners (Covenant) is lower than it would have been if ESG risk exposures did not exist and that the negative impact is more pronounced than for issuers scored CIS-4. Covenant's score is driven by governance risk considerations (G-5) due to Covenant's aggressive financial strategy including debt funded acquisitions. Exposure to social risk considerations (S-4) related to demographic and societal trends such as the rising concerns around the access and affordability of healthcare services. Any changes to reimbursement rates of Medicare or Medicaid directly impact revenue and profitability. Covenant is also exposed to labor pressures and human capital constraints as the company relies on highly specialized labor to provide its services. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if Covenant substantially improves operating performance and materially reduces leverage to a more sustainable level. Covenant will also need to demonstrate a track record of effectively managing its aggressive growth strategy. A material improvement in liquidity could also lead to an upgrade. The ratings could be downgraded if Covenant experiences further operating or cash flow disruption. Further rising likelihood of debt impairment would also lead to a rating downgrade. Headquartered in Nashville, TN, Covenant Physician Partners is an owner and operator of 65 ASCs (ambulatory surgery center) and physician practices across 20 states focused on colonoscopy and other gastrointestinal procedures with some ophthalmology procedures. Covenant Physician Partners is owned by Kohlberg Kravis Roberts & Co. L.P. ("KKR"), an investment firm, and has pro forma LTM revenues of approximately $354 million as of June 30, 2023. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. CRU TRANSPORTATION: Seeks Cash Collateral Access ------------------------------------------------ CRU Transportation LLC asks the U.S. Bankruptcy Court for the Western District of Texas, Waco Division, for authority to use cash collateral and provide adequate protection. The Debtor depends on the use of cash collateral for payroll, insurance, and general operating expenses. Revenue is generated through the Debtor's business of management and operation of its transportation of general freight across the U.S. The revenue will be deposited by Debtor in its DIP operating account pending entry of an order allowing use of cash collateral or consent by lien holders. A search in the Texas Secretary of State shows that allegedly secured positions are held, in order of priority, by: Magnus 123 Trust and ReadyCap Lending. A copy of the motion is available at https://urlcurt.com/u?l=wQhfDE from PacerMonitor.com. A copy of the budget is available at https://urlcurt.com/u?l=Fw39uQ from PacerMonitor.com. The Debtor projects $168,000 in cash receipts and $152,170 in cash disbursements for 30 days. About CRU Transportation LLC CRU Transportation LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 23-60547-mmp) on October 24, 2023. In the petition signed by Adam Hoffman, chief financial officer, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Robert C Lane, Esq., at The Lane Law Firm, represents the Debtor as legal counsel. CYTODYN INC: Incurs $11.6 Million Net Loss in First Quarter ----------------------------------------------------------- CytoDyn, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $11.57 million for the three months ended Aug. 31, 2023, compared to a net loss of $20.99 million for the three months ended Aug. 31, 2022. As of Aug. 31, 2023, the Company had $12.41 million in total assets, $129.30 million in total liabilities, and a total stockholders' deficit of $116.89 million. The Company incurred a net loss for the three months ended Aug. 31, 2023, and has an accumulated deficit of approximately $853.3 million as of Aug. 31, 2023. The Company said these factors, among several others, including the various legal matters, raise substantial doubt about its ability to continue as a going concern. As of Aug. 31, 2023, the Company had a total of approximately $2.0 million in cash and $6.5 million in restricted cash and approximately $129.1 million in short-term liabilities. CytoDyn said, "We expect to continue to incur operating losses and require a significant amount of capital in the future as we continue to develop and seek approval to commercialize leronlimab. We cannot be certain, however, that future funding will be available to us when needed on terms that are acceptable to us, or at all. We sell securities and incur debt when the terms of such arrangements are deemed acceptable to both parties under then current circumstances and as necessary to fund our current and projected cash needs. As of September 30, 2023, we had only approximately 21.8 million shares of common stock available for issuance in new financing transactions. Consequently, if the Company's stockholders do not vote, at the Company's annual meeting in November 2023, to approve an amendment to the Company's Certificate of Incorporation to provide for an increase in the total number of shares of common stock authorized for issuance from 1,350,000,000 shares to 1,750,000,000 shares, the Company will be extremely limited in its ability to engage in equity financing activities." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1175680/000155837023016632/cydy-20230831x10q.htm About CytoDyn Inc. Headquartered in Vancouver, Washington, CytoDyn Inc. -- http://www.cytodyn.com-- is a clinical-stage biotechnology company focused on the development and commercialization of leronlimab, an investigational humanized IgG4 monoclonal antibody (mAb) that is designed to bind to C-C chemokine receptor type 5 (CCR5), a protein on the surface of certain immune system cells that is believed to play a role in numerous disease processes. CytoDyn is studying leronlimab in multiple therapeutic areas, including infectious disease, cancer, and autoimmune conditions. CytoDyn reported a net loss of $79.82 million for the year ended May 31, 2023, compared to a net loss of $210.82 million for the year ended May 31, 2022. As of May 31, 2023, the Company had $11.29 million in total assets, $120.79 million in total liabilities, and a total stockholders' deficit of $109.51 million. San Jose, California-based Macias Gini & O'Connell LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated Sept. 13, 2023, citing that the Company incurred a net loss of approximately $70,146,000 for the year ended May 31, 2023 and has an accumulated deficit of approximately $832,012,000 through May 31, 2023, which raises substantial doubt about its ability to continue as a going concern. DA VINCI DENTAL: Court OKs Cash Collateral Access Thru Nov 27 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Da Vinci Dental, Ltd. to use the cash collateral of of Five Star Bank and the US Small Business Administration, Business Backer LLC and Forward Financing on an interim basis in accordance with the budget. The Debtor requires the use of cash collateral to pay actual, ordinary and necessary operating expenses for the purposes and up to the amounts set forth in the budget. As of the Petition Date, the Debtor and the Lenders were parties to certain loan agreements. Pursuant to the Loan Documents, the Debtor granted Five Star Bank and the U.S. Small Business Administration, a perfected first priority security interest in the Debtor's collateral. Business Backer LLC and Forward Financing may have a security interest in the Debtor's receivables. As adequate protection, the Lenders are granted valid, binding, enforceable and perfected replacement liens and security interests to the same extent the Lenders had prior to the petition date. The Debtor will maintain insurance coverage on the Collateral. The Failure to maintain insurance coverage, pay taxes or otherwise meet all requirements under the Order and failure to cure same within 10 business days after notice may constitute an event of default. A status hearing on the matter is set for November 21 at 10 a.m. A copy of the court's order and the Debtor's budget is available at https://urlcurt.com/u?l=ROJv6c from PacerMonitor.com. The Debtor projects $758,000 in total sales and $59,487 in total expenses for one month. About Da Vinci Dental, Ltd. Da Vinci Dental, Ltd. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-12085) on September 12, 2023. In the petition signed by James Ojjeh, president, the Debtor disclosed up to $100,000 in assets and up to $500,000 in liabilities. Judge Donald R Cassling oversees the case. O. Allan Fridman, Esq., at Law Office of Allan Fridman, represents the Debtor as legal counsel. DCG ACQUISITION: Moody's Affirms 'B3' CFR, Outlook Stable --------------------------------------------------------- Moody's Investors Service affirmed DCG Acquisition Corp.'s (dba DuBois Chemicals) B3 Corporate Family Rating, B3-PD Probability of Default Rating, B2 senior secured first lien term loan, delayed draw term loan and Caa2 second lien term loan. Moody's also withdrew the existing B2 senior secured first lien revolving credit facility due 2024 and assigned a B2 rating to the new senior secured first lien revolving credit facility due 2026. The outlook remains stable for DCG Acquisition Corp. and the outlook for DuBois Merger Sub, Inc. was changed to withdrawn from stable. "The affirmation reflects DuBois Chemicals' operational performance that has been fairly resilient during a challenging period of inventory destocking and elevated inflation that is expected to moderate," said Domenick R. Fumai, Vice President and lead analyst for DCG Acquisition Corp. RATINGS RATIONALE The affirmation is supported by DuBois Chemicals' solid financial performance in a challenging macroeconomic environment and by expectations that credit metrics will remain appropriate for the B3 rating. The company has been able to maintain modest revenue growth during a period when a number of chemical companies saw significant revenue declines organically. DuBois Chemicals' revenue has increased 6.4% to $401 million in 1H23 compared to the same period a year ago through price increases and completing bolt-on acquisitions while Moody's adjusted EBITDA of $59 million in 1H23 is roughly flat with the same period a year ago. The company's highly variable cost structure, moderating raw material inflation, synergy capture from M&A and cost-savings initiatives are expected to improve EBITDA and expand margins for the remainder of FY 2023 and throughout FY 2024. However, despite having interest rate hedges on its floating rate debt, higher interest expense is taking a larger proportion of EBITDA and making it more difficult to generate free cash flow. Nonetheless, Moody's expects that DuBois Chemicals will continue to generate positive free cash flow as it has demonstrated during the first half of 2023 through further inventory liquidation and the benefits from improved working capital efficiency, which should allow it to maintain its good liquidity position. Additionally, though financial leverage of 8.7x as of June 30, 2023, temporarily exceeds the downgrade trigger, Moody's anticipates that DuBois Chemicals will delever towards 8.0x and maintain Debt/EBITDA of 7.5x in FY 2024. The B3 rating is constrained by elevated leverage because of an acquisitive growth strategy that has resulted in a substantial increase in absolute debt. Since the acquisition by Altas Partners in late 2019, total gross debt, including Moody's standard adjustments, has increased to $930 million at June 30, 2023. DuBois Chemicals' rating is further tempered by its small scale and significant dependence on North America for revenue and earnings. Private equity ownership is another consideration limiting the rating. The rating is underpinned by exposure to a wide range of end markets, including metalworking, industrial lubricants, water treatment, transportation and pulp and paper. DuBois Chemicals' rating further benefits from extensive product offerings serving a diverse customer base in niche, middle market applications, and long-term customer and supplier relationships. DuBois Chemicals' credit profile further reflects the importance of many of its products to their customers, which on average represent a small portion of overall costs, and are typically more resilient to economic downturns. DuBois Chemicals also benefits from an asset-light business model that allows free cash flow generation. The stable outlook reflects expectations that credit metrics will remain consistent with the current rating as the company should continue to experience moderate growth in key end markets. The stable outlook also assumes the company will continue to pursue bolt-on acquisitions, but not substantially increase debt. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's would consider upgrading the ratings if the company achieves sustained adjusted financial leverage below 6.0x (Debt/EBITDA) and retained cash flow-to-debt (RCF/Debt) sustained above 10%. Moody's would likely consider a downgrade of the ratings if DuBois Chemicals experiences weaker-than-expected demand resulting in adjusted financial leverage sustained above 8.0x, there is a significant deterioration in liquidity, or free cash flow remains materially negative for an extended period. Ratings could also be downgraded if there is a further considerable increase in gross debt as a result of acquisitions or dividend payment to the sponsor. LIQUIDITY DuBois Chemicals is expected to maintain good liquidity with cash on the balance sheet in excess of $50 million and an undrawn $90 million revolving credit facility. The credit agreement governing the revolving credit facility only contains a first lien net leverage ratio of 7.75x when the revolver is drawn more than 35%, which is not expected to be triggered over the next 12 months. STRUCTURAL CONSIDERATIONS The B2 rating on the first lien senior secured credit facilities, one notch above the B3 CFR, reflects a first lien position on substantially all assets. The Caa2 rating on the second lien term loan, two notches below the B3 CFR, reflects effective subordination to the larger first lien credit facilities and limited recovery prospects in a default scenario. DuBois Chemicals, Inc., headquartered in Sharonville, Ohio, provides consumable, value-added specialty cleaning chemical solutions and services for manufacturing industrial processes. The company's extensive range of products include metalworking fluids, industrial lubricants, rust inhibitors, water treatment solutions, food and beverage sanitation, as well as performance improving chemistries for the paper and pulp industries. The company also serves the consumer car wash and fleet transportation wash markets. DuBois Chemicals was acquired by private equity sponsor, Altas Partners, in September 2019 and generated revenue of $786 million for the last twelve months ended June 30, 2023. The principal methodology used in these ratings was Chemicals published in June 2022. DIRECT TEXTILE: Seeks Cash Collateral Access -------------------------------------------- Direct Textile Store, LLC asks the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, for authority to use cash collateral in accordance with the budget, with a 5% variance. The Debtor requires the use of cash collateral for its wholesale textiles supplier general operating expenses. Revenue is generated through the Debtor's wholesale textiles supplier business. A search in the Texas Secretary of State shows that the only cash lienholder is Centerstone SBA Lending. A copy of the motion is available at https://urlcurt.com/u?l=p5pmMW from PacerMonitor.com. A copy of the budget is available at https://urlcurt.com/u?l=HjTcqC from PacerMonitor.com. The Debtor projects $485,304 in total income and $95,607 in total expenses for 30 days. About Direct Textile Store, LLC Direct Textile Store, LLC is a wholesale supplier of bed linens, towels, bed sheets, and textile supplies. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 23-43225) on October 24, 2023. In the petition signed by John Henry Lee III, president, the Debtor disclosed $165,587 in assets and $3,737,648 in liabilities. Judge Edward L. Morris oversees the case. Robert C. Lane, Esq., at The Lane Law Firm, represents the Debtor as legal counsel. EQUALTOX LLC: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Equaltox, LLC DBA EqualTox Laboratory 550 N Golden Circle Dr. Santa Ana, CA 92705-3959 Business Description: The Debtor is a full service reference laboratory that can provide almost any type of blood testing. Chapter 11 Petition Date: October 27, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 8:23-bk-12243 Debtor's Counsel: Robert S. Marticello, Esq. SMILEY WANG-EKVALL, LLP 3200 Park Center Drive, Suite 250 Costa Mesa, CA 92626 Tel: (714) 445-1000 Email: rmarticello@swelawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Sulaiman Masood as member and manager. 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/OZMJROY/EQUALTOX_LLC__cacbke-23-12243__0001.0.pdf?mcid=tGE4TAMA FIG & FENNEL: Seeks Cash Collateral Access ------------------------------------------ Fig & Fennel at MIA, LLC and affiliates ask the U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, for authority to use cash collateral and provide adequate protection for a period of 30 days. The Debtors require the use of cash collateral to fund the necessary operating expenses of its business. The following creditors may have an interest in the Debtors' cash collateral: (a) Newtek Small Business Finance, Inc.; (b) the United States Small Business Administration; (c) BMO Harris Bank, N.A.; (d) American Express National Bank; (e) Channel Partners Capital, LLC; (f) Leaf Capital Funding, LLC; (g) Hallandale Beach CRA; and (h) the LCF Group, Inc. Prior to the Petition Date, beginning on June 7, 2018, the Debtors entered into a series of four United States Small Business Administration Loans with Newtek, whereby Newtek loaned various principal sums to the Debtors, which obligation was secured pursuant to, inter alia, various Security Agreements. Newtek's security interest in the Collateral was perfected pursuant to multiple UCC-1 Financing Statement filed on the Debtors with the Florida Secretary of State, Department of State. As of the Petition Date, the Debtors owe Newtek not less than the amount of $4.1 million. The Debtors propose to pay only Newtek adequate protection due to their first priority liens which encumber all of the Debtors' assets. The Debtors do not believe the liens of the Other Secured Parties are valid and/or perfected and/or constitute an interest in cash collateral. Newtek's first priority liens are so large in amount, that the rest of the Other Secured Parties' liens are accordingly unsecured in comparison. Notwithstanding, the Debtors still propose to grant the Other Secured Parties replacement liens in the same nature, extent, validity, and priority that may have existed as of the Petition Date. A copy of the motion is available at https://urlcurt.com/u?l=oz7zis from PacerMonitor.com. About Fig & Fennel at MIA, LLC Fig & Fennel at MIA, LLC and affiliates are owners and operators of restaurants offering a broad selection of grab-and-go sandwiches, salads, bowls, snacks, desserts, and more. The Debtors sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 23-18515) on October 18, 2023. In the petition signed by Robert Siegmann, manager, the Debtor disclosed $2,956,271 in total assets and $523,057 in total liabilities. Adam Leichtling, Esq., at Lapin & Leichtling, LLP, represents the Debtor as legal counsel. GELESIS HOLDINGS: PureTech Health Has 92.5% Stake as of Oct. 12 --------------------------------------------------------------- PureTech Health LLC and PureTech Health plc disclosed in a Schedule 13D/A filed with the Securities and Exchange Commission that as of Oct. 12, 2023, they beneficially owned 700,744,682 shares of common stock of Gelesis Holdings, Inc., representing 92.5 percent of the shares outstanding. The Amount includes: (i) 16,727,582 shares of common stock of Gelesis Holdings, Inc. held by PureTech Health LLC; (ii) 155,520 options to purchase shares Common Stock held by PureTech Health LLC; (iii) warrants to purchase 23,688,047 shares of Common Stock issued to PureTech Health LLC on Feb. 21, 2023; (iv) warrants to purchase 192,307,692 shares of Common Stock issued to PureTech Health LLC on May 1, 2023; (v) warrants to purchase 43,133,803 shares of Common Stock issued to PureTech Health LLC on May 26, 2023; (vi) 19,618,561 shares of Common Stock issuable upon conversion of a convertible note issued to PureTech Health LLC on Feb. 21, 2023 (assuming accrued and unpaid interest through Oct. 12, 2023); (vii) 115,824,175 shares of Common Stock issuable upon conversion of a convertible note issued to PureTech Health LLC on May 1, 2023 (assuming accrued and unpaid interest through Oct. 12, 2023); (viii) 25,781,690 shares of Common Stock issuable upon conversion of a convertible note issued to PureTech Health LLC on May 26, 2023 (assuming accrued and unpaid interest through Oct. 12, 2023); (ix) 232,910,447 shares of Common Stock issuable upon conversion of a convertible note issued to PureTech Health LLC on June 12, 2023 (assuming accrued and unpaid interest through Oct. 12, 2023); and (x) 30,597,165 shares of Common Stock issuable upon conversion of a convertible note issued to PureTech Health LLC on Sept. 20, 2023 (assuming accrued and unpaid interest through Oct. 12, 2023). Merger Deal Termination On Oct. 12, 2023, PureTech Health delivered a notice of termination to Gelesis in accordance with Section 8.5 of that certain Agreement and Plan of Merger, dated as of June 12, 2023, by and among PureTech Health, the Issuer and Caviar Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of PureTech Health. Pursuant to the Termination Notice, PureTech Health terminated the Merger Agreement pursuant to Section 8.2(a) of the Merger Agreement. As a result of the termination of the Merger Agreement, the Voting and Support Agreement, dated as of June 12, 2023, by and between PureTech Health and the Issuer, was terminated in accordance with its terms. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1805087/000119312523256916/d163464dsc13da.htm About Gelesis Headquartered in Boston, Massachusetts, Gelesis is a commercial stage biotherapeutics company focused on advancing first-in-class superabsorbent hydrogel therapeutics for chronic gastrointestinal, or GI, diseases including excess weight, type 2 diabetes, non-alcoholic fatty liver disease/non-alcoholic steatohepatitis, functional constipation, and inflammatory bowel disease. Boston, Massachusetts-based KPMG LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated March 28, 2023, citing that the Company has suffered recurring losses and cash flows from operations that raise substantial doubt about its ability to continue as a going concern. GENEVA REPAIR: Wins Cash Collateral Access Thru Dec 8 ----------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Geneva Repair Shop, Inc. to use cash collateral on an interim basis in accordance with the budget, through December 8, 2023. In return for the Debtor's continued interim use of cash collateral, Byline Bank, the U.S. Small Business Administration, and Tiger Fund Group are granted the following adequate protection for their purported secured interests in property of the Debtor: 1. The Debtor will permit the Secured Creditors to inspect, upon reasonable notice, within reasonable hours, the Debtor's books and records; 2. The Debtor will maintain and pay premiums for insurance to cover all of its assets from fire, theft and water damage; 3. The Debtor will, upon reasonable request, make available to the Secured Creditors evidence of that which constitutes their collateral or proceeds; 4. The Debtor will properly maintain its assets in good repair and properly manage its business; 5. The Secured Creditors will be granted valid, perfected, enforceable security interests in and to Debtor's post-petition assets, including all proceeds and products which are now or hereafter become property of this 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 such assets during the period from the commencement of the Debtor's Chapter 11 case through December 8, 2023; and 6. The Debtor will provide a Variance Report comparing actual results to projections for the weeks ending November 10, 2023 to Byline Bank, the United States Trustee and the Subchapter V Trustee by November 15, 2023. A final hearing on the matter is set for December 5 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=CUa6bi from PacerMonitor.com. About Geneva Repair Shop, Inc. Geneva Repair Shop, Inc. is a family owned business offering an array of auto body collision services, custom paint, airbrushing and restoration projects. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-13878) on October 17, 2023. In the petition signed by Pasquale Roppo, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Donald R. Cassling oversees the case. David K. Welch, Esq., at Burke, Warren, Mackay & Serritella, PC, represents the Debtor as legal counsel. GLENDALE INVESTMENT: Updates Unsecured Claims; Files Amended Plan ----------------------------------------------------------------- Glendale Investment Alliance, LLC, submitted an Amended Plan of Reorganization for Small Business dated October 19, 2023. The Plan Proponent's financial projections show that the Debtor will have Projected Disposable Income from its operations for the period of three years of approximately $178,715. The final Plan payment is expected to be paid three years from the effective date. This Plan of Reorganization proposes to pay creditors of the Debtor from cash flow from operations. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately $36,000. This Plan also provides for the payment of administrative and priority claims. Class 3 consists of Non-priority unsecured creditors. An aggregate $36,000 to all claimholders over 36 months due and payable every 3 months, who shall receive a proportionate share. This amount may increase as required by law pursuant to order of the Court. This Class is impaired. Class 4 Convenience Class of Non-priority unsecured creditors shall be paid in full on effective date. All of the Debtor's equity interests shall vest in the Debtor's members as of the Petition Date in the same percentage they held as of that time. The Plan will be funded by the Debtor's disposable income from business earnings. A full-text copy of the Amended Plan dated October 19, 2023 is available at https://urlcurt.com/u?l=bBvPob from PacerMonitor.com at no charge. Attorney for the Plan Proponent: Giovanni Orantes, Esq. The Orantes Law Firm, PC 3435 Wilshire Blvd., Suite 2920 Los Angeles, CA 90010 Telephone: (213) 389-4362 Facsimile: (877) 789-5776 Email: go@gobklaw.com About Glendale Investment Glendale Investment Alliance, LLC, is operating its restaurant under the name "Thai Original BBQ" since 2014. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-13125) on May 19, 2023, with $100,001 to $500,000 in both assets and liabilities. M. Douglas Flahau, Esq., a partner at ArentFox Schiff, has been appointed as Subchapter V trustee. Judge Julia W. Brand oversees the case. The Debtor is represented by Giovanni Orantes, Esq., at The Orantes Law Firm, A.P.C. GLOBAL CARE: Unsecured Creditors Will Get 20% of Claims in Plan --------------------------------------------------------------- Global Care Administrators, Inc., filed with the U.S. Bankruptcy Court for the Western District of North Carolina a Disclosure Statement relating to Plan of Liquidation dated October 22, 2023. The Debtor is a Delaware corporation formed on July 23, 2018 and is duly authorized to conduct business in North Carolina. From its inception until its operations ceasing, the Debtor was involved in raising capital towards developing its health intelligence platform that would allow healthcare management insight surrounding data on claims, costs and analytics at the local and global level. In addition to raised capital, the Debtor also incurred secured debt from 10521787 Canada Ltd. (now 104 Canada) in the amount of $2,460,000.00 (the "Obligation"). Eventually the Debtor was unable to take its intellectual property to market and ceased operating as a going concern in or about November 2021. The Debtor filed its chapter 11 bankruptcy case on March 3, 2023 (the "Petition Date"). The Debtor filed this Chapter 11 Case in order to liquidate the intellectual property and pay out allowed claims. The Debtor files this Plan and Disclosure Statement out of an abundance of caution in the event that the Sale Motion is not approved or that the transaction fails to close for any reason. Under the proposed Plan, the Debtor will fund the Plan through a newly filed 363 sale motion, hopefully to the company under the prior Letter of Intent. However, in the event that a proposed sale is not approved or fails to close, this case will likely be dismissed or converted to chapter 7. In the event that the anticipated sale fails to satisfy all administrative expense claims and the pertinent allowed claims, the Plan Administrator will further liquidate additional assets and prosecute causes of action. The Plan is a liquidating plan pursuant to which the Debtor will appoint Michael Bowers as its Plan Administrator for this Plan. The remaining assets, including Avoidance Actions—will vest in the Reorganized Debtor, which will pursue liquidation of the same and distribute recoveries: (a) first, to satisfy administrative expenses incurred by the Reorganized Debtor; (c) second to Allowed Priority Claims, (c) third, to satisfy Allowed General Unsecured Claims, and (d) fourth to Allowed Subordinated Secured Claims to the extent such claim is secured by an asset liquidated; and (e) to holders of equity interests in the Debtor only after all other Allowed Claims are paid. Class 2 consists of General Unsecured Allowed Claims including the Claim of Kevin Sullivan. Each holder of an Allowed General Unsecured Claim shall receive payment on the Distribution Date provided the subject claim has not been objected to by the Plan Administrator. The allowed unsecured claims total $518,398.60. This Class will receive a distribution of 20% of their allowed claims. This Class is impaired. Class 4 consists of Equity Interests in the Debtor. All Equity Interests held prior to the Petition Date shall be cancelled. Equity interests shall receive payment only if Class 2 and Class 3 are paid in full. The feasibility of the Plan is predicated upon a sale of the intellectual property and software and the value realized with any sale. The likelihood that a chapter 11 sale motion projects a greater return than any potential sale from a chapter 7 liquidation due to the inherent knowledge of the asset. A full-text copy of the Disclosure Statement dated October 22, 2023 is available at https://urlcurt.com/u?l=MiqN7o from PacerMonitor.com at no charge. Counsel for Debtor: John C. Woodman, Esq. Essex Richards, P.A. 1701 South Blvd. Charlotte, NC 28203 Tel: 704-377-4300 Fax: 704-372-1357 Email: jwoodman@essexrichards.com About Global Care Administrators Global Care Administrators, Inc., a company in Cornelius, N.C., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 23-30160) on March 3, 2023. In the petition signed by its chief restructuring officer, Michael Bowers, the Debtor reported $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. J. Craig Whitley presides over the case. John C. Woodman, Esq., at Essex Richards, P.A. represents the Debtor as counsel. HARMONY FOUNDATION: Involuntary Chapter 11 Case Summary ------------------------------------------------------- Alleged Debtor: Harmony Foundation of New Jersey, Inc. 600 Meadowlands Parkway, Suite 15 Secaucus NJ 07094 Business Description: The Debtor is a cannabis store in Secaucus, New Jersey. Involuntary Chapter 11 Petition Date: October 27, 2023 Court: United States Bankruptcy Court District of New Jersey Case No.: 23-19515 Petitioners' Counsel: Barry S. Miller, Esq. BARRY S. MILLER, ESQ. 1211 Liberty Avenue Hillside NJ 07205 Tel: 973-216-7030 Email: bmiller@barrysmilleresq.com A full-text copy of the Involuntary petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WZ3O3NA/Harmony_Foundation_of_New_Jersey__njbke-23-19515__0001.0.pdf?mcid=tGE4TAMA Alleged creditors who signed the petition: Petitioner Nature of Claim Claim Amount 1. Techpar Group LLC Unsecured Creditor $293,766 1 Bridge Plaza N., Suite 275 Fort Lee NJ 07024 2. Premier Vibes Event Unsecured Creditor $35,054 Design Inc. 345 18th St. Jersey City, NJ 07310 3. Glasser Security Group Inc. Unsecured Creditor $38,733 42-27 Naugle Drive Fair Lawn, NJ 07410 HATCH AND COMPANY: Unsecureds Will Get 7% of Claims over 36 Months ------------------------------------------------------------------ Hatch and Company, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Georgia a Subchapter V Plan of Reorganization dated October 22, 2023. The Debtor's services include tree trimming and pruning, tree removal, stump grinding, tree cutting and chipping, crane and bobcat services, tree analysis, and tree insurance claims assistance ("Business"). The Debtor does business as Georgia Tree Service. The office is headquartered at Mr. and Mrs. Hatch's personal residence in Atlanta, Georgia. The equipment is stored at leased premises located in Suwanee, Georgia. Revenue was insufficient to repay the indebtedness incurred in the acquisition of the Business pursuant to its pre-Petition terms. In order to reorganize its debts, the Debtor filed its Subchapter V Chapter bankruptcy petition on July 24, 2023 initiating this bankruptcy case. Class 4 consists of General Unsecured Claims. List of all known Class 4 General Unsecured Claims show an aggregate amount of approximately $2,462,141.28. * If the Plan is confirmed under section 1191(a) of the Bankruptcy Code, Debtor shall pay to the General Unsecured Creditors holding Allowed Claims, in full satisfaction of their respective Allowed Unsecured Claims, a pro rata share of $2,500.00 per month, commencing on the first business day of the first month immediately following the effective date, and continuing on the first business day of each month thereafter until the 36th month after the effective date in full satisfaction of the Allowed Class 4 General Unsecured Claims. Debtor estimates that if the Plan is confirmed consensually under Section 1191(a), then Class 4 creditors holding Allowed General Unsecured Claims will receive Distributions totaling approximately 7% of their Allowed General Unsecured Claims. * If the Plan is confirmed under Section 1191(b) of the Bankruptcy Code, Class 4 shall be treated the same as if the Plan was confirmed under Section 1191(a) of the Bankruptcy Code. The Class of the Class 4 Creditors are impaired by the Plan. The Equity Holders Sheika Lorraine Hatch and Stephen Thomas Hatch will retain their Interests in the Reorganized Debtor as such Interests existed as of the Petition date. The source of funds for the payments pursuant to the Plan is the future income of the Debtor from its normal business operations. A full-text copy of the Subchapter V Plan dated October 22, 2023 is available at https://urlcurt.com/u?l=IjVb2i from PacerMonitor.com at no charge. Attorney for the Debtor: Paul Reece Marr, Esq. Paul Reece Marr, P.C. 6075 Barfield Road, Suite 213 Sandy Springs, GA 30328 Telephone: 770-984-2255 Email: paul.marr@marrlegal.com About Hatch and Company Hatch and Company, Inc. was incorporated on Nov. 26, 2018, in Georgia. It offers various services such as tree trimming, pruning, removal, stump grinding, cutting and chipping, crane and bobcat services, tree analysis, and tree insurance claims assistance. Hatch and Company filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-56969) on July 4, 2023. In the petition signed by its chief financial officer, Stephen Thomas Hatch, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Lisa Ritchey Craig oversees the case. Paul Reece Marr, Esq., at Paul Reece Marr, P.C., is the Debtor's counsel. J & D RESTAURANT: Unsecured Creditors to Get $28K over 46 Months ---------------------------------------------------------------- J & D Restaurant Group, LLC, filed with the U.S. Bankruptcy Court for the District of Arizona a Subchapter V Plan of Reorganization dated October 19, 2023. The Debtor was formed in 2016 and operates a full service modern Mexican restaurant located at 15730 North 83rd Avenue, Suite 110, Peoria, 27 Arizona, 85382. The principals of the Debtor, Jeremiah and Deena Gracia, after having 28 30 plus years of restaurant experience, decided to quit the corporate restaurant world and open and operate their own restaurant through Debtor. Debtor offers made from scratch food and beverages in a full service capacity. Shortly after the COVID pandemic, business declined, and revenues were scarce. Due to this, the Debtor faced insurmountable financial difficulties. In order to continue doing business, it was forced to apply for and obtain several Merchant Cash Advance loans with very high interest rates. These lenders began swiping Debtor's bank account in amounts that were too great to maintain. As managing members, the principals of the Debtor are committed to overcome this financial obstacle. They work at the restaurant everyday, day and night. They work as bartenders, servers, and in the kitchen. This allows the Debtor to keep labor and expenses as minimal as possible while it attempts to reorganize under this Chapter 11. This Plan of Reorganization proposes to pay the creditors of the Debtor from a combination of the its net disposable earning and the recovery of numerous preferences paid to the Merchant Cash Advance lenders within the 90 days prior to the filing of this case. Non-priority, non-insider unsecured creditors holding allowed claims will receive distributions based upon Debtor's projected net disposable income over a period not to exceed a 46-month term. Class 6 consists of General Unsecured Claims. All non-insider allowed and approved claims under this Class shall be paid their allowed claims from all funds available for distribution as set forth in the Disbursement Schedule. The projected dividend listed below is to be paid over a period of 46 months, commencing in month 1 of the Plan. The allowed unsecured claims total $452,565.17. This Class will receive a distribution of $28,011.39. Equity Holder shall retain its shareholder/membership interest in the Debtor and the Debtor shall retain all legal and equitable interest in assets of this estate as all reconciliation issues have been met. This is a 46-month Plan with a total projected Plan yield of $193,200.00. The total projected yield includes payment of Administrative Claimants. A full-text copy of the Plan of Reorganization dated October 19, 2023 is available at https://urlcurt.com/u?l=4l8vyk from PacerMonitor.com at no charge. Attorney for Debtor: Allan D. NewDelman, Esq. Allan D. Newdelman, P.C. 80 East Columbus Avenue Phoenix, AZ 85012 Tel: (602) 264-4550 Email: anewdelman@adnlaw.net About J & D Restaurant J & D Restaurant Group, LLC was formed in 2016 and operates a full service modern Mexican restaurant located at 15730 North 83rd Avenue, Suite 110, Peoria, 27 Arizona, 85382. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Case No. 23-05054) on July 27, 2023, with $50,001 to $100,000 in assets and $500,001 to $1 million in liabilities. Judge Daniel P. Collins oversees the case. Judge Daniel P. Collins oversees the case. Allan D. NewDelman, Esq., at Allan D. NewDelman, P.C., is the Debtor's legal counsel. LINDELL LLC: Court OKs Interim Cash Collateral Access ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts authorized Lindell LLC to use cash collateral on an interim basis in accordance with the budget, on the same terms and conditions as the previous cash collateral order. As previously reported by the Troubled Company Reporter, the piece of real estate owned by the Debtor is located at 525 Lindell Avenue, Leominster, Massachusetts. This property has a single residential building on it. The Debtor requires the use of cash collateral to fund ongoing operations and business expenses. Turner Investment Trust asserts that it is owed in excess of $400,000 by Lindell LLC. Turner has a secured mortgage on the 525 Lindell Avenue property and may assert a cash collateral lien on rents and proceeds from that property. L & C Resources, Inc. may assert that it is owed approximately $160,000 by Lindell LLC. L & C has a secured mortgage on the 525 Lindell Avenue property and may assert a cash collateral lien on rents and proceeds from that property. Steve Alfonsi may assert that he is owed approximately $45,000 by Lindell LLC. Alfonsi has a secured mortgage on the 525 Lindell Avenue property and may assert a cash collateral lien on rents and proceeds from that property. The court ruled the Debtor will use and expend only that amount of asserted cash collateral as is necessary to avoid immediate and irreparable harm to the Debtor's estate pending a further hearing of the Court on the Motion and only in the amounts reflected in the budget, as modified by oral motion of the Debtor on the record at the Hearing to reflect that mortgage payments are $2,750 and that the Debtor's principal will increase his contributions to account for any shortfall in the budget resulting from the increased payment amount. A copy of the court's order is available at https://urlcurt.com/u?l=ZACp9u from PacerMonitor.com. About Lindell LLC Lindell LLC is a real estate holding company. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Mass. Case No. 23-40608 ) on February 27, 2023. In the petition signed by David Murphy, manager, the Debtor disclosed up to $500,000 in both assets and liabilities. Judge Christopher J. Panos oversees the case. James P. Ehrhard, Esq., at Ehrhard & Associates, P.C., represents the Debtor as legal counsel. LITTLE HAVANA: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Little Havana 1800 LLC 1800 SW 13 Street Miami, FL 33145 Business Description: The Debtor owns two properties in Miami, Florida having a total current value of $2.49 million. Chapter 11 Petition Date: October 28, 2023 Court: United States Bankruptcy Court Southern District of Florida Case No.: 23-18872 Judge: Hon. Laurel M. Isicoff Debtor's Counsel: Scott Alan Orth, Esq. LAW OFFICES OF SCOTT ALAN ORTH, P.A. 3860 Sheridan Street. Suite A Hollywood, FL 33021 Tel: 305-757-3300 Email: scott@orthlawoffice.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Rachel Dugger as manager. The Debtor stated it has no unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/XHZJRPA/Little_Havana_1800_LLC__flsbke-23-18872__0001.0.pdf?mcid=tGE4TAMA LUCIDA CONSTRUCTION: Non-insider Unsecureds to Get 11.6% of Claims ------------------------------------------------------------------ Lucida Construction Company, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Alabama a Subchapter V Plan of Reorganization dated October 19, 2023. The Debtor was formed in 2016 by Michael Addison and Srinath Yedla, Yedla's request, as a general contracting construction business to replace a failing contractor on a construction project Yedla had in Decatur and Huntsville. The Debtor struggled to continue in business until 2021, when the combination of Yedla's withdrawal of financing and the COVID-19 pandemic forced it to cease operations. The Debtor filed Chapter 11 bankruptcy earlier this year because one of the Debtor's creditors garnished the Debtor, and because Addison believes there is a market opportunity for the Debtor to serve in a subcontracting capacity for small-scale demolition, site foundation, and construction work, both independently and in conjunction with other companies owned by Addison. Therefore, the Debtor's creditors have an opportunity for greater payment if the Debtor is reorganized than if the Debtor is liquidated. The Debtor has restarted operations since filing bankruptcy. To fund its initial operations, it has collected a large account receivable, and it has upcoming projects provided by Addison's other companies. The Debtor also holds potential causes of action against Yedla and certain entities owned in full or in part by Yedla. The Debtor intends to pursue these causes of action and commit most of its net proceeds toward payment for the benefit of its unsecured creditors. Pursuant to Exhibit A of the Plan, the Debtor estimates that creditors holding allowed general unsecured claims would receive a pro rata distribution of approximately 5.5% payment on their claims in a Chapter 7 liquidation (excluding any recovery from the Debtor's causes of action). As set out in Article V of the Plan, the Debtor proposes to pay non-insider, general unsecured creditors a distribution of 11.6% (excluding any recovery from the Debtor's causes of action). Class 3 consists of the holders of allowed non-priority unsecured claims who are not insiders, which currently total $1,725,798.02. Starting at the end of the first full quarter after the Effective Date, and continuing each consecutive quarter thereafter, the Debtor shall make a distribution of $10,000.00, divided pro rata among each of the allowed Class 3 claims. The Debtor shall make a total of twenty such quarterly distributions. In addition, the Debtor shall distribute 90% of any net proceeds it recovers from the prepetition causes of action listed on Amended Schedule B to allowed Class 3 claims on a pro rata basis. "Net proceeds" means any monetary recovery after payment of attorneys' fees and expenses. Notwithstanding the foregoing, the Debtor shall not pay any allowed Class 3 claim more than the total facial amount of said claim. This class is impaired and is entitled to vote. Class 4 consists of Unsecured Claims of Insiders. This class consists of Lorie Anderson and Lucida Rentals, LLC, who are each insiders who hold claims against the Debtor. The Debtor shall pay them each $100.00 per month. This class is impaired and is entitled to vote. Michael and Lorie Addison will each retain their 50% memberships in the Debtor. This class is unimpaired and is not entitled to vote. The Debtor will lease real property located at 7 Wax Myrtle Court, Montgomery, Alabama 36117 from George Handey and/or Handey, LLC, doing business as Handey Warehouse, for use in its business operations at a rate of $600.00 per month. The Debtor also intends to lease vehicles from the Addisons for use in its business operations, the terms of which are to be determined. The Debtor shall use profits from its operations, plus net proceeds from its pre-petition causes of action to fund the Plan. If necessary, the Debtor shall sell or borrow against its equity in its illiquid assets. A full-text copy of the Plan of Reorganization dated October 19, 2023 is available at https://urlcurt.com/u?l=kdhHY9 from PacerMonitor.com at no charge. Debtor's Counsel: Stuart Memory, Esq. MEMORY MEMORY AND CAUSBY LLP 469 S McDonough Street Montgomery, AL 36104 Tel: (334) 834-8000 E-mail: smemory@memorylegal.com About Lucida Construction Lucida Construction Company, LLC, is part of the nonresidential building construction industry. The Debtor filed Chapter 11 Petition (Bankr. M.D. Ala. Case No. 23-31430) on July 21, 2023, with $245,193 in assets and $2,610,351 in liabilities. Mike Addison, member, signed the petition. Stuart Memory, Esq., of MEMORY MEMORY AND CAUSBY LLP, is the Debtor's legal counsel. MIDWEST VETERINARY: S&P Affirms 'B-' ICR, Outlook Stable -------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on Midwest Veterinary Partners LLC (MVP) and its 'B-' issue-level rating on its first-lien debt (including the proposed fungible add-on). The recovery rating on the debt is '3' (50%-70%, rounded estimate: 50%). In addition, S&P assigned a 'B-' issue-level rating and '3' recovery rating (50%-70%, rounded estimate: 50%) to the new $75 million delayed-draw first-lien term loan. S&P said, "The stable outlook reflects our expectation that MVP will continue to be acquisitive while continuing to generate positive free cash flow. It also reflects our expectation for low-teens percent revenue growth and adjusted EBITDA margins in the 23%-24% range over the next 12 months and that leverage will remain high in the 8x-9x range. "Although acquisitions have slowed significantly in 2023 compared with the previous few years, we expect Midwest Veterinary Partners to return to an aggressive growth strategy in 2024 funded by this new capital. We expect the company will use the proceeds from the new incremental first-lien add-on and delayed-draw first-lien term loan to fund about $50 million in acquisitions in 2024 of a number of general practice locations at an average cost of approximately $6 million per practice, to continue to expand its hospital base. The company has significantly slowed its acquisition pace in 2023, compared with the period between 2020 and 2022 in which it acquired nearly 250 locations. The slowdown was primarily a result of record high multiples across the industry (often 14x EBITDA or higher) and the higher interest rate environment, but as sellers get comfortable with lower valuations, we expect the company to execute transactions at a faster pace. In addition, we do not expect the company to diverge from its current acquisition strategy of purchasing individual or small local systems of general practices that fit its experience. "The company has continued to report strong revenue growth that we expect to continue through the rest of 2023 and into 2024.We forecast the company's revenue will grow in the high-single-digit percent area organically in 2023 and 2024, driven by price increases and improvement in service mix and with total revenue growing in the mid-teen percentage area with the inclusion of acquisitions. Midwest Vet continues to exhibit strong pricing power, which has been the main driver of organic revenue growth for the company over time. In addition, the company has seen a shift toward higher ticket services such as diagnostic services that have benefited revenue in conjunction with an increase in its online product retail business, consisting of dietary and pharmaceutical products offered to customers at its clinics. We expect these trends to continue to benefit revenue growth over the forecast period as acquisition integrations also provide an additional boost to the topline." Midwest Veterinary Partners has experienced strong EBITDA margin expansion in 2023 as a result of improved cost efficiencies and increased scale. The company was able to realize a number of cost savings on products purchased through its preferred vendor network due to the increased scale it possesses. In addition, the company restructured its corporate support teams, significantly reducing costs in late 2022 and into 2023, as well as hitting a tipping point of scale to cover its other administrative expenses more effectively. S&P expects the company's S&P Global Ratings-adjusted EBITDA margins to stabilize in the 23%-24% range in 2023 and 2024 as a result of these cost-saving initiatives and pricing initiatives, partially offset by a return to acquisition spending. As a result of the expanded EBITDA base, S&P now forecasts adjusted leverage for the company will be in the low-9x area for 2023 after the transaction close and will fall further into the mid-to-low 8x area by the end of 2024, absent any additional debt issuances to fund acquisitions. S&P said, "We expect MVP will generate positive free cash flow over the forecast period. The company generated positive reported free cash flow of approximately $9 million in 2022 despite elevated interest expense. We expect this figure to increase to the $25 million-$35 million range for the full year 2023 as a result of increased revenue and improved EBITDA margins and improve further to the $35 million-$40 million range in 2024. "The stable outlook reflects our expectation that MVP will continue to be acquisitive while continuing to generate positive free cash flow. It also reflects our expectation for low-teens percent revenue growth, adjusted EBITDA margins in the 23%-24% range over the next 12 months, and leverage that remains high in the 8x-9x range. "We could lower the rating if the company experienced operational challenges that resulted in the inability to generate sustained positive free cash flow that could cover fixed charges, including debt amortization. This could occur if EBITDA margins were to fall between 200 and 300 basis points for a sustained period of time, resulting in free cash flow deficits that could not cover debt servicing costs. "Although unlikely in the next 12 months, we could raise the rating if the company continued to expand its revenue base and improved margins despite potential macroeconomic headwinds such as decreased volumes or increased labor cost pressures such that reported free cash flow to debt were sustained above 3%, commensurate with sustained adjusted leverage below 8x (including preferred shares). In addition, we would expect visibility on the redemption of the company's preferred shares." MINIM INC: Receives Noncompliance Notice From Nasdaq ---------------------------------------------------- Minim, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it received a letter from The Nasdaq Stock Market LLC stating that, because of George I. Kassas' resignation from the Company's board and audit committee, effective Sept. 15, 2023, the Company is not in compliance with Nasdaq's rules for continued listing under Nasdaq Listing Rule 5605. Rule 5605 requires, in part, that listed companies have an audit committee that consists of at least three members. Pursuant to Nasdaq Listing Rule 5605(c)(4), the Company has (i) until the Company's next annual shareholders' meeting, or (ii) if the Company's next annual shareholders' meeting is held before March 13, 2024, until March 13, 2024, to submit evidence to Nasdaq of its compliance with Rule 5605. Receipt of the letter from Nasdaq has no immediate effect on the listing of the Company's common stock. About Minim Inc. Minim was founded in 1977 as a networking company and now delivers intelligent software to protect and improve the WiFi connections. Headquartered in Manchester, New Hampshire, Minim holds the exclusive global license to design, manufacture, and sell consumer networking products under the Motorola brand. The Company designs and manufactures products including cable modems, cable modem/routers, mobile broadband modems, wireless routers, Multimedia over Coax adapters and mesh home networking devices. On Aug. 17, 2023, Minim received a letter from The Nasdaq Stock Market LLC stating that, because the Company has not filed its Form 10-Q for the period ended June 30, 2023 with the Securities and Exchange Commission, the Company is not in compliance with Nasdaq's rules for continued listing under Nasdaq Listing Rule 5250. Rule 5250 requires, in part, that listed companies timely file all required periodic financial reports with the Commission. The non-compliance resulted from the Company's inability to timely appoint an audit committee to review the financial statements required to be included in its Form 10-Q for the period ended June 30, 2023 and the Company's Form 10-Q for the period ended March 31, 2023. Minim reported a net loss of $15.55 million in 2022 following a net loss of $2.20 million in 2021. Boston, Massachusetts-based RSM US LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 31, 2023, citing that Company has suffered recurring losses and negative cash flows from operations and will need additional funding within the next twelve months. This raises substantial doubt about the Company's ability to continue as a going concern. MIRACLE MILE PROPERTIES 2: Case Summary & 5 Unsecured Creditors --------------------------------------------------------------- Debtor: Miracle Mile Properties 2, LLC 287 Northern Boulevard Suite 108 Great Neck, NY 11021 Business Description: Miracle Mile is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: October 25, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-43874 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Heath S. Berger, Esq. BERGER, FISCHOFF, SHUMER, WEXLER & GOODMAN, LLP 6901 Jericho Turnpike Suite 230 Syosset, NY 11791 Tel: 516-747-1136 Email: hberger@bfslawfirm.com/ gfischoff@bfslawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Pari Golian as authorized representative. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IXW467Q/Miracle_Mile_Properties_2_LLC__nyebke-23-43874__0001.0.pdf?mcid=tGE4TAMA MIRACLE MILE PROPERTIES 3: Case Summary & 16 Unsecured Creditors ---------------------------------------------------------------- Debtor: Miracle Mile Properties 3, LLC 295 Northern Boulevard Great Neck, NY 11021 Business Description: The Debtor is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: October 27, 2023 Court: United States Bankruptcy Court Eastern District of New York Case No.: 23-43930 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Heath S. Berger, Esq. BERGER, FISCHOFF, SHUMER, WEXLER & GOODMAN, LLP 6901 Jericho Turnpike Suite 230 Syosset, NY 11791 Tel: 16-747-1136 Email: hberger@bfslawfirm.com/ gfischoff@bfslawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Pari Golian as authorized representative. A full-text copy of the petition containing, among other items, a list of the Debtor's 16 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/PYOU6MA/Miracle_Mile_Properties_3_LLC__nyebke-23-43930__0001.0.pdf?mcid=tGE4TAMA MOUNT JOY BAPTIST: Bid to Use Cash Collateral Denied as Moot ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Maryland denied as moot the motion to use cash collateral filed by Mount Joy Baptist Church of Washington DC. As previously reported by the Troubled Company Reporter, alleged cash collateral in the Chapter 11 case arises from rents from tenants. The reported tenants of the Property as of the Petition Date are U.S. Renal Care (Dialysis Center) at $11,488 monthly rent with a lease term that continues to September, 2025 and the Forestville Police Department at $3,900 monthly rent with a lease term that continues to June, 2024. The total current rent roll is thus $15.4 million. The Debtor has received $14,578 and CAM of $1,551 for October, 2023 on the budget and these rents reside within the Truist Bank account that was established pre-petition. National Loan Acquisitions Company is a secured creditor in the Chapter 11 case asserting rights in the Property and asserting a lien on rents, issues and profits herein other than Church tithes. A copy of the order is available at https://urlcurt.com/u?l=PIP0Yo from PacerMonitor.com. About Mount Joy Baptist Church of Washington, D.C. Mount Joy Baptist Church of Washington, D.C. is a tax-exempt religious organization. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Md. Case No. 23-16853) on September 26, 2023. In the petition signed by Bruce Mitchell, pastor/CEO, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Lori S. Simpson oversees the case. John D. Burns, Esq., at The Burns Law Firm, LLC, represents the Debtor as legal counsel. NEXTPLAY TECHNOLOGIES: Gets Non-Compliance Notice From Nasdaq Anew ------------------------------------------------------------------ NextPlay Technologies, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that, as a result of an additional delinquency in the timely filing of the Company's Form 10-Q for the period ended Aug. 31, 2023, as well as not having timely filed the First Form 10-Q and Form 10-K, the Company remains out of compliance with the Rule which requires timely filing of all required periodic financial reports with the Commission. As a result of this additional delinquency (i) any additional exceptions from Nasdaq to allow the Company to regain compliance with the Regular Reports will be limited to a maximum of 180 calendar days from the due date of the Form 10-K, or Nov. 27, 2023 and (ii) the Company must submit an update to its original plan to regain compliance with respect to the Rule by no later than Nov. 2, 2023. There can be no assurance that Nasdaq will accept the Company's updated plan to regain compliance or that the Company will be successful in implementing its plan to regain compliance with the Rule, by filing all the Regular Reports with the Commission, on or before Nov. 27, 2023. The New Nasdaq Notice has no immediate impact on the listing or trading of the Company's securities on the Nasdaq exchange. If the Company fails to timely regain compliance with the Rule, the securities of the Company may be subject to delisting from Nasdaq. If the Company fails to file the Regular Reports with the Commission by Nov. 27, 2023, Nasdaq will provide a written notification to the Company that its securities will be delisted. At that time, the Company may appeal the Nasdaq staff's determination to a Hearings Panel under Nasdaq Listing Rule 5815. On June 6, 2023 and July 19, 2023, respectively, the Company received notification letters from Nasdaq advising the Company that it was not in compliance with Nasdaq's continued listing requirements under Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended Feb. 28, 2023 and its Quarterly Report on Form 10-Q for its fiscal quarter ended May 31, 2023. 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 Nov. 30, 2022, the Company had $103.85 million in total assets, $57.90 million in total liabilities, and $45.95 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. NORTHCREST INC: Fitch Affirms 'BB+' Rating on 2018A Bonds --------------------------------------------------------- Fitch Ratings has affirmed Northcrest, Inc.'s (IA) series 2018A bonds issued by the Iowa Finance Authority on behalf of Northcrest, Inc. at 'BB+'. In addition, Fitch has affirmed Northcrest's Issuer Default Rating at 'BB+'. The Rating Outlook has been revised to Positive from Stable. Entity/Debt Rating Prior ----------- ------ ----- Northcrest, Inc. (IA) LT IDR BB+ Affirmed BB+ Northcrest, Inc. (IA) /General Revenues/1 LT LT BB+ Affirmed BB+ The affirmation of the 'BB+' rating reflects Northcrest's history of very strong demand and adequate operating performance offset by an elevated debt burden related to the recent expansion project that was completed in 2020. The additional revenues from the expansion have helped support improvement in profitability and liquidity metrics and are a good indication of the community's strong demand profile. However, Fitch views the community's relatively small, single-site location and narrow operations as a qualitative constraint on the rating The Positive Outlook is a result of improved cash flows from expansion, such that the financial profile is looking more consistent with a midrange assessment. If the improved operating trend continues, Fitch expects to see operating metrics be more in line with a midrange assessment, which has the potential to make Northcrest's rating overall more consistent with an investment grade. SECURITY The bonds are secured by a pledge of gross revenues, a mortgage on Northcrest's property and a debt service reserve fund. KEY RATING DRIVERS Revenue Defensibility - 'a' Single-Site LPC with Strong Demand Northcrest is a single-site life plan community operating in a good service area with favorable economic indicators and moderate competition. The strong revenue defensibility reflects its history of solid demand with ILU occupancy averaging 95% over the last five years. As of June 30, 2023, ILU occupancy was 94%, ALU 90%, SNF 96% and memory care 96%. Further indication of Northcrest's strong revenue defensibility is the waitlist of approximately 375 prospective residents. Management reports that the recent expansion project's improvements to amenities have further increased demand. Northcrest's weighted average entrance fees are approximately $342,000, which is highly affordable relative to local real estate prices and resident wealth levels. The community has a history of regular entrance fee and monthly service fee price increases, which further supports the strong revenue defensibility assessment. Operating Risk - 'bb' Adequate Operations, High Debt Burden Fitch assesses Northcrest's operating risk as weaker, reflecting its Type-A contract mix, history of adequate operating performance and soft capital-related metrics. In recent years, Northcrest's profitability has been somewhat weaker due to disruptions from the coronavirus pandemic and the large expansion project. However, core operating metrics largely improved in fiscal 2022 and through the first half of fiscal 2023, where the operating ratio, net operating margin (NOM), and NOM-adjusted were approximately 101.9%, 10.6%, and 40.9%, respectively, compared with 114.5%. 7.5% and 33.9% in fiscal 2022. Management expects to end fiscal 2023 with results favorable to budget as a result of strong occupancy despite some inflationary cost pressures and increased labor expenses. Fitch believes the additional revenues from the expansion project, and history of strong demand, should support solid operating performance going forward. Northcrest's debt burden remains somewhat elevated following the 2018 bond issuance, which helped finance the campus renovation. The recent expansion project was completed in 2020 and included 48 new independent living units (ILUs -- fully occupied), 32 new assisted living units (ALUs) and re-aligned Northcrest's nursing facility (SNF) to 24 units from 40 and added other amenities to the community. Following the recent completion of the IL and AL expansion projects, capital spending is expected to be routine in the near term as the community has a good average age of plant of 8.9 years in fiscal 2022. This elevated debt burden has contributed to softer capital-related metrics in recent years; MADS of about $2.6 million translated to a high 20.2% of fiscal 2022 revenues, and revenue-only MADS coverage was a softer 0.7x in FY22. Over the last five years debt to net available cash flow has averaged 19.5x; however, debt to net available has gradually improved in recent years to 7.2x in fiscal 2022. These capital metrics are expected to continue to moderate now that the revenues from the recent expansion project are coming online. Northcrest met its 1.2x MADS covenant as testing began in 2022; per Fitch's calculation MADS coverage was approximately 2.0x in fiscal 2022. Financial Profile - 'bbb' Leveraged but Improving Financial Profile In context of Northcrest's strong revenue defensibility and weaker operating risk assessments, Fitch assesses its financial profile as 'bbb'. Northcrest ended FY22 with adequate cash-to-adjusted debt of 74.1% and MADS coverage of 2.0x per Fitch's calculations. While cash-to-adjusted debt is largely in line with fiscal 2021, Northcrest saw material improvement from MADS coverage of 1.3x in fiscal 2021. As a result, Fitch believes Northcrest's financial profile has materially improved and is now more consistent with a 'bbb' assessment. Additionally, Northcrest had 867 days cash on hand in FY22, which is strong and therefore is not an asymmetric risk to the rating. Fitch's forward-looking scenario analysis shows Northcrest maintaining key liquidity and leverage metrics that are consistent with the higher midrange financial profile assessment, assuming stable operations and routine capex over the next several years as a result of the recent expansion project. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A sustained period of weaker operating performance where MADS coverage remains below 1.2x; - Cash-to-adjusted debt sustained below 40%. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Sustained improvement in liquidity and coverage metrics to levels that offset Northcrest's comparatively smaller size, with MADS coverage above 1.5x and cash to adjusted debt above 70%; - Continued improvement in capital related metrics such that revenue only MADS is sustained above 0.7x and debt to net available remains below 8x; - Improvement in core operating metrics such that the operating ratio is approaching 100%. PROFILE Northcrest is a Type A (life care) continuing care retirement community with 158 ILUs (42 townhomes and 116 apartments), 32 assisted ALUs, 14 memory care units and a 24-bed NF. Northcrest's NF does not accept Medicaid or Medicare, but its on-campus residents have access to short-term rehabilitation and therapy services provided by an outside contractor. Residents are offered life care contracts with entrance fees that become non-refundable after 50 months of occupancy. Northcrest opened in 1965 and is located on about 27 acres approximately 35 miles north of Des Moines, IA in Ames. Total operating revenues in fiscal 2022 were about $11.9 million. Sources of Information In addition to the sources of information identified in Fitch's applicable criteria specified below, this action was informed by information from Lumesis. ESG CONSIDERATIONS The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' 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. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. OCEAN POWER: Secures $1.6M Order for WAM-V 16s From Sulmara ----------------------------------------------------------- Ocean Power Technologies, Inc. announced it has received an additional volume order from Sulmara, a prominent player in offshore services, of WAM-V 16 uncrewed surface vehicles (USVs) making this the largest single order of WAM-Vs to date. The order, valued at $1.6 million, underscores OPT's commitment to providing innovative and sustainable solutions for the offshore industry. Due to demand, production is already underway to support and will allow for revenue recognition this fiscal year. The WAM-V 16, known for its unparalleled versatility and exceptional performance, will enable Sulmara to continue to redefine the way that marine data is collected. Designed to adapt to various marine environments and applications, the WAM-V 16 offers unmatched reliability, maneuverability, and modularity that empowers remote marine operations like never before. Commenting on this significant achievement, OPT's CEO, Philipp Stratmann, expressed his enthusiasm for the collaboration with Sulmara: "We are delighted to expand our partnership with Sulmara and provide them with our state-of-the-art WAM-V 16 uncrewed surface vehicles. This order reflects our commitment to enhancing the efficiency and sustainability of offshore operations. We are proud to collaborate with a company like Sulmara, which shares our vision for the future of ocean technology. This contract, and others we are finalizing, is testament to the quality of our product lines and operators." Sulmara, recognized for its commitment to the environment while delivering world-class offshore survey services, envisions OPT's WAM-V 16 as a valuable addition to their fleet. The WAM-V 16 will bolster capabilities in various subsea applications, including hydrographic survey, remote inspections, UXO detections, and environmental monitoring, across many markets, including global offshore wind development. "Our investment in a fleet of bespoke WAM-V USVs is marking another pivotal step in our ongoing mission to decarbonize the offshore industry," commented Sulmara's COO, Carlo Pinto. "This strategic move not only demonstrates our dedication to environmental sustainability but also consolidates our role as an industry pioneer in adopting innovative solutions. The collaboration with OPT is proof of their unwavering support and alignment with our environmental and forward-thinking goals. Together, we aim to pave a greener path forward for the offshore sector." About Ocean Power Technologies Headquartered in Monroe Township, New Jersey, Ocean Power Technologies, Inc. -- http://www.oceanpowertechnologies.com-- provides ocean data collection and reporting, marine power, offshore communications, and Maritime Domain Awareness ("MDA") products and consulting services. The Company offers its products and services to a wide-range of customers, including those in government and offshore energy, oil and gas, construction, wind power and other industries. The Company is involved in the entire life cycle of product development, from product design through manufacturing, testing, deployment, maintenance and upgrades, working closely with partners across its supply chain. Ocean Power reported a net loss of $26.33 million for the fiscal year ended April 30, 2023, a net loss of $18.87 million on $1.76 million for fiscal year ended April 30, 2022, a net loss of $14.76 million for the 12 months ended April 30, 2021, a net loss of $10.35 million for the 12 months ended April 30, 2020, and a net loss of $12.25 million for the 12 months ended April 30, 2019. As of Jan. 31, 2023, the Company had $59.04 million in total assets, $6.10 million in total liabilities, and $52.94 million in total shareholders' equity. OKAYSOU CORP: Has Deal on Cash Collateral Access ------------------------------------------------ Okaysou Corporation asks the U.S. Bankruptcy Court for the Central District of California, Riverside Division, for authority to use cash collateral in accordance with its agreement with Amazon Capital Services, Inc. The cash collateral consists of the Debtor's assets, receivables, and any other property of the Debtor. There is a security interest on the Property held by ACS by virtue of a secured loan agreement in the original amount of $900,000. Prior to the bankruptcy Debtor was facing the risk of its funds being misappropriated and transferred to China, where the court of United States agencies will have no enforcement authority. The Debtor is planning to regain access to its Amazon account, which was cut off after it filed for bankruptcy and sell its inventory. The proceeds of the sale will be used to repay its creditors. The continuation the Debtor's generated income from the cash collateral protects ACS's secured interest secured interest in the cash collateral by maintaining its value. Additionally, the Debtor proposes to pay ACS adequate protection payments each month equal to pre-petition contractual payments. The Debtor will also maintain insurance on the cash collateral and its operations. A copy of the stipulation is available at https://urlcurt.com/u?l=tWLAKG from PacerMonitor.com. About Okaysou Corporation Okaysou Corporation is engaged in e-commerce sale of air purifiers and accessories. Most of Okaysou's sales are through Amazon.com and its websites that are managed though Shopify.com. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11535) on April 17, 2023. In the petition signed by Chief Executive Officer Hao Ma, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Mark Houle oversees the case. Vahe Khojayan, Esq., at YK LAW, LLP, represents the Debtor as legal counsel. ONLINE EDUGO: Court OKs Cash Collateral Access Thru Dec. 19 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, authorized Online Edugo, Inc. to use cash collateral on an interim basis, through December 19, 2023 on the same terms and conditions as set forth in the Second Interim Cash Collateral Order. Under the Second Interim Order, the Debtor was directed to pay all adequate protection payments to its secured creditors and the monthly payment to the Subchapter V Trustee by the 17th of each of month. The United States Small Business Administration, Open Bank, PHH Mortgage Services, U.S. Bank, N.A., Robert S. Lee, John Kim and Vicki Han were granted replacement liens upon the postpetition assets of the Debtor's estate as set forth in the written ruling. A continued hearing on the matter is set for December 19, 2023 at 1 p.m. A copy of the motion is available at https://urlcurt.com/u?l=bBTY0c from PacerMonitor.com. About Online Edugo Founded in 2014, Online Edugo, Inc. operates a testing center in Los Angeles. Online Edugo filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 23-14459) on July 17, 2023, with $2,147,657 in assets and $1,805,315 in liabilities. Connie H. Kim, chief executive officer, secretary and chief financial officer, signed the petition. Judge Neil W. Bason oversees the case. Kevin Tang, Esq., at Tang & Associates represents the Debtor as legal counsel. ORGANIC NAILS: Court OKs Cash Collateral Access ----------------------------------------------- The U.S. Bankruptcy Court for the District of Kansas authorized Organic Nails KS LLC to use cash collateral on an emergency basis in accordance with the budget. While the Debtor has not fully analyzed all of its creditors' liens, the Debtor does believe that Rapid Finance and Mulling Funding hold duly perfected liens on the Debtor's account, accounts receivables, inventory, equipment and accounts. The Debtor is indebted to Rapid Finance LLC who asserts a security interest in all inventory, accounts, and equipment of the Debtor's business. The Debtor is also indebted to Mulligan Funding LLC who asserts a security interest in all accounts, chattel paper, goods, inventory, equipment, instruments, reserves, reserve accounts, investment properties, documents, general intangibles of the Debtor's business. The Debtor is permitted to pay all expenses in the Budget when due, including insurance, taxes, and Mulligan Funding LLC and Rapid Finance LLC. The Debtor is directed to make the following adequate protection payments: a. Rapid Finance the monthly sum of $800 beginning December 1, 2023 and the 1st of each month until further Order of the Court b. Mulligan Funding the monthly sum of $1,900 beginning December 1, 2023 and the 1st of each month until further Order of the Court. Effective as of the Petition Date, Mulligan Funding and Rapid Finance are granted replacement security interests in, and liens on, all post-Petition Date acquired property of the Debtor and the Debtor's bankruptcy estate that is the same type of property that Mulligan Funding and Rapid Finance hold pre-petition interest, lien or security interest to the extent of the validity and priority of such interests, liens, or security interests, if any. The amount of each of the Replacement Liens will be up to the amount of any diminution of the Mulligan Funding and Rapid Finance's Collateral positions from the Petition Date. The priority of the Replacement Liens will be in the same priority as Mulligan Funding and Rapid Finance's pre-petition interests, liens and security interests in similar property. To the extent that the Replacement Liens prove inadequate to protect Mulligan Funding and Rapid Finance from a demonstrated diminution in value of Collateral positions from the Petition Date, Mulligan Funding and Rapid Finance are granted an administrative expense claim under Code section 503(b) with priority in payment under Code section 507(b). The Debtor will continue to maintain adequate and sufficient insurance on all its property and assets. A copy of the order is available at https://urlcurt.com/u?l=6Iv5F6 from PacerMonitor.com. About Organic Nails KS LLC Organic Nails KS LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Kan. Case No. 23-21172) on October 2, 2023. In the petition filed by Allen Hiranhphom, owner, the Debtor disclosed up to $100,000 in assets and up to $500,000 in liabilities. Judge Robert D. Berger oversees the case. Nancy Leah Skinner, Esq., at Skinner Law, LLC, represents the Debtor as legal counsel. ORION TECHNOLOGIES: Court OKs Cash Collateral Access Thru Oct 31 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida authorized Orion Technologies LLC to use cash collateral on an interim basis in accordance with the budget, with a 10% variance. The Debtor is authorized to provide adequate protection to Penta Orion, LLC, Seth Ellis, and Phoenix Mecano, Inc. pursuant to the terms and conditions of the Interim Order. As adequate protection with respect to the Alleged Secured Parties' alleged interests in the cash collateral, the Alleged Secured Parties are granted a replacement lien in and upon all of the categories and types of collateral in which they allegedly held a security interest and lien as of the Petition Date to the same extent, validity, and priority that they allegedly held as of the Petition Date. The Debtor will maintain insurance coverage for the Collateral. A copy of the Court's order and the Debtor's budget is available at https://urlcurt.com/u?l=Ki0cNk from PacerMonitor.com. The Debtor projects $305,580 in total revenue and $452,292 in total expenses for October 2023. About Orion Technologies Orion Technologies, LLC, is a technology company that specializes in single board computers as well as full system design and development. The company is based in Orlando, Fla. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 23-01867) on May 17, 2023, with $2,047,840 in assets and $20,342,885 in liabilities. Judge Tiffany P. Geyer oversees the case. James C. Moon, Esq., at Melano Budwick, P.A. is the Debtor's legal counsel. PEACOCK JEWELERS: Case Summary & Six Unsecured Creditors -------------------------------------------------------- Debtor: Peacock Jewelers, LLC 1713 21st Ave S Nashville, TN 37212 Business Description: The Debtor owns a jewelry store. Chapter 11 Petition Date: October 27, 2023 Court: United States Bankruptcy Court Middle District of Tennessee Case No.: 23-03951 Judge: Hon. Charles M. Walker Debtor's Counsel: Steven L. Lefkovitz, Esq. LEFKOVITZ & LEFKOVITZ 908 Harpeth Valley Place Nashville, TN 37221 Tel: 615-256-8300 Fax: 615-255-4516 Email: slefkovitz@lefkovitz.com Total Assets: $1,561,828 Total Liabilities: $659,163 The petition was signed by Paul G. Wilson as chief manager. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/B7B2GUA/Peacock_Jewelers_LLC__tnmbke-23-03951__0001.0.pdf?mcid=tGE4TAMA PHUNWARE INC: Schedules Annual Meeting for Dec. 20 -------------------------------------------------- Phunware, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Company's Board of Directors has fixed Dec. 20, 2023, as the date for the 2023 Annual Meeting of Stockholders, and the close of business on Oct. 26, 2019, as the record date for determining stockholders entitled to receive notice of, and vote at, the 2023 Annual Meeting. In accordance with the rules of the Securities and Exchange Commission and the Company's bylaws, any stockholder proposal intended to be considered for inclusion in the Company's proxy materials for the 2023 Annual Meeting must be received by the Corporate Secretary at the Company's principal executive offices at 1002 West Avenue, Austin, Texas 78701 on or before the close of business on Nov. 3, 2023. In addition to complying with this deadline, stockholder proposals intended to be considered for inclusion in the Company's proxy materials for the 2023 Annual Meeting must also comply with the Company's bylaws and all applicable rules and regulations promulgated by the SEC under the Securities Exchange Act of 1934, as amended. In addition, any stockholder who intends to submit a proposal regarding a director nomination or who intends to submit a proposal regarding any other matter of business at the 2023 Annual Meeting and does not desire to have the proposal included in the Company's proxy materials for the 2023 Annual Meeting, must ensure that notice of any such nomination or proposal (including certain additional information specified in the Company's bylaws) is received by the Corporate Secretary at the Company's principal executive offices on or before the close of business on Nov. 3, 2023. About Phunware Headquartered in Austin, Texas, Phunware, Inc. -- http://www.phunware.com-- offers a fully integrated software platform that equips companies with the products, solutions and services necessary to engage, manage and monetize their mobile application portfolios globally at scale. Phunware reported a net loss of $50.89 million for the year ended Dec. 31, 2022, compared to a net loss of $53.52 million for the year ended Dec. 31, 2021. As of March 31, 2023, the Company had $45.46 million in total assets, $23.55 million in total liabilities, and $21.90 million in total stockholders' equity. Houston, Texas-based Marcum LLP, Phunware Inc.'s auditor since 2018, issued a "going concern" qualification in its report dated March 31, 2023, 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. PM GENERAL: Moody's Affirms 'Caa1' CFR & Alters Outlook to Stable ----------------------------------------------------------------- Moody's Investors Service affirmed PM General Purchaser LLC's ("AM General") Caa1 Corporate Family Rating, Caa1-PD Probability of Default Rating, and Caa1 senior secured notes. The outlook was changed to stable from negative. The affirmation of the ratings, along with the outlook change to stable reflect AM General's successful bid to manufacture and deliver Joint Light Tactical Vehicles (JLTVs) to the US military and its allies, a sole-source contract valued by the US army at $8.66 billion. The company will be exposed to a high degree of execution risk as it stands up production capacity with deliveries expected to commence in the second half of 2024. Though leverage remains high, Moody's expects that improvement in High Mobility Multipurpose Wheeled Vehicle (HUMVEE) sales and aftermarket revenue will support deleveraging. RATINGS RATIONALE AM General's Caa1 CFR reflects modest credit metrics offset by solid market position. Moody's expects adjusted debt/EBITDA to improve to 6.8 times by the end of 2024, down from 9.8 times as of June 30, 2023. Deleveraging will be supported by solid demand for HUMVEEs and aftermarket services over the next several quarters. The ratings are further constrained by the company's narrow product focus as a sole-source provider of High Mobility Multipurpose Wheeled Vehicle (HUMVEE) to the US military and its allies. Demand for vehicles and services will continue to fluctuate because the contract does not specify a minimum order requirement. Though liquidity is weak due to negative free cash flow, it has improved with a sizable equity contribution, incremental term loan proceeds and advanced customer payments for the JLTV contract. The ratings are supported by AM General's well-entrenched market position given its ownership of technical data rights, or intellectual property, making it a sole-source manufacturer of the HUMVEE for the military. The installed base of 250,000 vehicles globally affords the company the opportunity for meaningful upgrades and parts orders. The US Army has indicated that the HUMVEE will continue to play a significant role within the light tactical vehicle fleet through 2045. The ratings are also supported by AM General's successful bid to produce the A2 variant of JLTV for the military beginning in the second half of 2024. While Moody's recognizes the transformational nature of the contract, AM General will need to make sizable investments and stand up production relatively quickly to commence deliveries on schedule with meaningful free cash unlikely until 2025, absent advanced payments from the customer in 2024. The stable outlook reflects Moody's expectation that leverage will decline meaningfully, supported by demand for HUMVEEs and related aftermarket sales. Moody's also expects free cash flow generation to improve and that the business will successfully stand up production and commence deliveries of JLTV's to the military on schedule. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings may be upgraded if the company successfully stands up production and commences deliveries of JLTVs on schedule. Ratings may also be upgraded if debt/EBITDA is sustained below 7.0 times or if interest coverage (EBIT/ Interest) is sustained above 1.0 time with adequate liquidity. The ratings may be downgraded if liquidity worsens or if the company breaches its covenant. A ratings downgrade may also result if Moody's view on the probability of a restructuring or distressed exchange increases. The principal methodology used in these ratings was Aerospace and Defense published in October 2021. AM General, LLC, headquartered in South Bend, Indiana, designs, engineers, manufactures, supplies and supports specialized vehicles for commercial and military customers. Revenues were about $483 for the twelve months ending June 30, 2023. The company is owned by entities of financial sponsor KPS Capital Partners, LP. PONCE BAKERY: Unsecureds Will Get 100% of Claims in 60 Months ------------------------------------------------------------- Ponce Bakery, Inc., filed with the U.S. Bankruptcy Court for District of Puerto Rico a Disclosure Statement describing Chapter 11 Plan dated October 19, 2023. The Debtor is a corporation which administers two real properties which are dedicated to the rental of commercial spaces. The Debtor owns two real properties, located in Calle Celis Aguilera #1, and Barrio Paso Seco, Road 153km 4.4, both in Santa Isabel, PR. The Debtor's insider is Mr. Jose Luis Rosa Martinez who is the sole stockholder of the corporation. Debtor business was originally a bakery that operated at one of its real properties. As a result of the impacts of the 2020 earthquake, Hurricane Maria and the Pandemic, the business was severely affected and ceased operating until the end of 2022. The Debtor then decided to improve the building where the bakery was located and built several commercial spaces that have been leased to seven commercial clients. Banco Popular initiated foreclosure proceedings to foreclose on the two real properties due to non-payment of the mortgage contracts. The Debtor then filed this bankruptcy proceedings to retain the two properties and pay the bank. Class 3 consists of General Unsecured Claims. The allowed unsecured claims total $36,421.14. Debtor will pay 100% of the allowed unsecured claims to be paid in 60 monthly payments of $654.44 including 3% interest per annum. Total payout shall be $39,266.40. Insiders will receive no distributions from the proposed plan of reorganization. Payments and distributions under the Plan will be funded from the Debtor's post-petition income from the operation of the business. A full-text copy of the Disclosure Statement dated October 19, 2023 is available at https://urlcurt.com/u?l=lH0REK from PacerMonitor.com at no charge. Debtor's Counsel: Modesto Bigas Mendez, Esq. Modesto Bigas Law Office PO Box 7462 Ponce, PR 00732 Tel: (787) 844-1444 Fax: (787) 842-4090 E-mail: modestobigas@yahoo.com About Ponce Bakery Ponce Bakery, Inc. is a corporation which administers two real properties which are dedicated to the rental of commercial spaces. The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 23-01719) on June 5, 2023, with $500,001 to $1 million in assets and $100,001 to $500,000 in liabilities. Judge Maria De Los Angeles Gonzalez oversees the case. The Debtor tapped Modesto Bigas-Mendez, Esq., at Modesto Bigas Law Office as bankruptcy counsel, and Cynthia Garcia Fraticelli as accountant. PRESCOTT WHISPERING: Case Summary & Two Unsecured Creditors ----------------------------------------------------------- Debtor: Prescott Whispering Rock, LLC 709 N. Camden Drive Beverly Hills CA 90210 Business Description: The Debtor is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: October 27, 2023 Court: United States Bankruptcy Court Central District of California Case No.: 23-17083 Judge: Hon. Vincent P. Zurzolo Debtor's Counsel: Kevin Ronk, Esq. PORTILLO RONK LEGAL TEAM 5716 Corsa Ave 207 Westlake Village CA 91362 Tel: 805-203-6123 Fax: 805-830-1717 Email: kevin@portilloronk.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Hojat Askari, MD, as managing member. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Z5ZEDQA/Prescott_Whispering_Rock_LLC__cacbke-23-17083__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Two Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Paul Phillips Settlement $520,000 Attn: Jacob A. Maskovich Two North Central Ave Suite 2100 Phoenix, AZ 85004 2. Vivian Capital Group LLC Judgment $367,000 Attn: The LLC 486 Market Street Newark, NJ 07105 PRESSURE BIOSCIENCES: Board OKs Amendment to 2021 Equity Plan ------------------------------------------------------------- Pressure BioSciences, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that the Company's Board of Directors approved an amendment to the Pressure BioSciences, Inc. 2021 Equity Incentive Plan. The Plan originally provided that no one person could be granted awards pursuant to the Plan during any one fiscal year to purchase more than 300,000 shares of the Company's common stock, par value $0.01 per share. Pursuant to the amendment, the yearly limit for any one person was raised to 500,000 shares of Common Stock. On the same date, the Board granted stock options to a number of employees and consultants along with the stock options detailed below to four members of the Board (Jeffrey Peterson, Kevin Pollack, Vito Mangiardi, and Mickey Urdea) and to each of the Company's named executive officers (Richard Schumacher, Edmund Ting, and Alexander Lazarev) with each option having an exercise price of $0.25 per share (one cent higher than the $0.24 closing price of the Common Stock on Oct. 17, 2023). Each award of options expires on Oct. 18, 2033. The options for the members of the Board vest in equal amounts over 12 months. The options for Mr. Schumacher and Drs. Ting and Lazarev were each vested 25% on the date of issuance and 25% of the options vest each year for the next three years. The Board members were granted the following options to purchase shares of Common Stock: Mr. Peterson - 162,980; Mr. Pollack - 86,103; Mr. Mangiardi - 79,953; and Mr. Urdea – 73,802. The named executive officers were granted the following options to purchase shares of Common Stock: Mr. Schumacher – 338,261; and each of Drs. Ting and Lazarev - 92,253. In addition, on the same date, the Board approved the repricing of all outstanding options (including those held by the Board members and the named executive officers) to $0.25. The previous exercise prices of the outstanding stock options held by the Board members and the named executive officers ranged from $0.69 to $1.50. About Pressure Biosciences South Easton, Mass.-based, Pressure Biosciences Inc. -- http://www.pressurebiosciences.com-- develops and sells innovative, broadly enabling, high pressure-based platform technologies and related consumables for the worldwide life sciences, agriculture, food and beverage, and other key industries. Pressure Biosciences reported a net loss of $16.08 million for the year ended Dec. 31, 2022, compared to a net loss of $20.15 million for the year ended Dec. 31, 2021. As of June 30, 2023, the Company had $1.67 million in total assets, $26.79 million in total liabilities, and a total stockholders' deficit of $25.11 million. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2015, issued a "going concern" qualification in its report dated April 12, 2023, citing that the Company has suffered recurring negative cash flows from operations and has a working capital deficit that raises substantial doubt about its ability to continue as a going concern. QUICK TUBE: Court OKs Interim Cash Collateral Access ---------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, authorized Quick Tube Systems, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 5% variance, through the date of the interim hearing set for November 27, 2023 at 9 a.m. As previously reported by the Troubled Company Reporter, a search in the Texas Secretary of State shows that allegedly secured positions are held by Bancorpsouth (orig UCC Filing 17-0019592357 and continuation to UCC Filing 22- 00012301), Bancorpsouth (UCC Filing 19-0019953865) and Bancorpsouth (UCC Filing 21- 0054746089). Bancorpsouth Bank is now known as Cadence Bank. The second-position UCC lien is only a lien on equipment. The court said as adequate protection for the use of cash collateral, the parties that assert an interest in the cash collateral, are granted replacement liens on all post-petition cash collateral and post-petition acquired property to the same extent and priority they possessed as of the Petition Date. The holders of allowed secured claims with a perfected security interest in cash collateral, will be entitled to a replacement lien in post-petition accounts receivable, contract rights, and deposit accounts to the same extent allowed and in the same priority as those interests held as of the Petition Date. A copy of the order is available at https://urlcurt.com/u?l=mUrseV from PacerMonitor.com. About Quick Tube Systems, Inc. Quick Tube Systems, Inc. is a provider of physical security, electronic security, customized drive-up service, and delivery systems. Its products include pneumatic delivery systems, indoor & outdoor kiosks, deal drawers & drive through windows, electronic & mechanical locks, security storage, cash management security, video surveillance, security entrance control & access control, alarm panels & alarm monitoring, biometric access control, intercom audio & video systems, and directional LED signs. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 23-33570) on September 15, 2023. In the petition signed by Ray Epps, CEO, the Debtor disclosed $2,395,188 in assets and $3,383,980 in liabilities. Judge Jeffrey P Norman oversees the case. Robert C. Lane, Esq., at the Lane Law Firm, represents the Debtor as legal counsel. RENALYTIX PLC: Timothy Scannell Quits as Director ------------------------------------------------- Renalytix plc disclosed in a Form 8-K filed with the Securities and Exchange Commission that Timothy J. Scannell submitted notice of his resignation from the board of directors of the Company, which resignation was effective immediately. According to report, Mr. Scannell's resignation was not the result of any disagreement with the Company or the Board. About Renalytix Headquartered in United Kingdom, Renalytix (LSE: RENX) (NASDAQ: RNLX) -- www.renalytix.com -- has engineered a new solution that enables early-stage chronic kidney disease progression risk assessment. The Company's lead product, KidneyIntelX, has been granted Breakthrough Designation by the U.S. Food and Drug Administration and is designed to help make significant improvements in kidney disease prognosis, transplant management, clinical care, patient stratification for drug clinical trials, and drug target discovery. Renalytix reported a net loss of $45.61 million for the 12 months ended June 30, 2023, compared to a net loss of $45.28 million for the 12 months ended June 30, 2022. As of June 30, 2023, the Company had $30.63 million in total assets, $23.66 million in total liabilities, and $6.97 million in total shareholders' equity. Iselin, New Jersey-based Ernst & Young LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated Sept. 28, 2023, citing that the Company has suffered recurring losses and negative cash flows from operations, expects to incur additional losses and require substantial additional capital to fund its operations, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. REPLICEL LIFE: Incurs C$558K Net Loss in Second Quarter ------------------------------------------------------- Replicel Life Sciences Inc. filed with the Securities and Exchange Commission its Condensed Consolidated Interim Financial Statements for the three and six months ended June 30, 2023. The Company recorded a net and comprehensive loss of C$558,151 on C$88,434 of revenue for the three months ended June 30, 2023, compared to a net and comprehensive loss of C$1.11 million C$88,434 of revenue for the three months ended June 30, 2022. For the six months ended June 30, 2023, the Company reported a net and comprehensive loss of C$1.52 million on C$176,868 of revenue compared to a net and comprehensive loss of C$1.90 million on C$176,868 of revenue for the same period in 2022. As of June 30, 2023, the Company had C$495,649 in total assets, C$6.55 million in total liabilities, and a total shareholders' deficiency of $6.05 million. Replicel said, "At June 30, 2023, the Company is in the research stage, has accumulated losses of $44,496,391 since its inception and expects to incur further losses in the development of its business. The Company incurred a consolidated net loss of $1,521,521 during the six month period ended June 30, 2023. The Company will require additional funding to continue its research and development activities, which may not be available on acceptable terms. This will result in material uncertainties which casts substantial doubt about the Company's ability to continue as a going concern. "The Company's ability to continue as a going concern depends on its ability to generate future profitable operations and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has a plan to address this concern and intends to obtain additional funds by equity financing to the extent there is a shortfall from operations. While the Company is continuing its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds for operations." A full-text copy of the Form 6-K is available for free at: https://www.sec.gov/Archives/edgar/data/1205059/000106299323019644/exhibit99-1.htm About Replicel RepliCel Life Sciences Inc. is a regenerative medicine company focused on developing autologous cell therapies that treat functional cellular deficits. The diseases currently being addressed are chronic tendinosis, skin aging, and androgenetic alopecia (pattern baldness). Vancouver, Canada-based Mao & Ying LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated May 1, 2023, citing that the Company has accumulated losses of $42,974,870 since its inception and incurred a loss of $743,288 during the year ended Dec. 31, 2022. These events or conditions, along with other matters, indicate that a material uncertainty exists that may cast substantial doubt about its ability to continue as a going concern. SAM'S PLACE: Amends Priority Tax Claims Pay Details --------------------------------------------------- Sam's Place Lottery & Tobacco, Inc., submitted a Second Amended Plan of Reorganization dated October 19, 2023. Pre-Petition, the Debtor took certain cost cutting measures, including ceasing to pay the Merchant Advances, raised the margins for sales and signed new utility contracts to cut costs. Also, overtime costs have been cut. In order to reduce its debt, the Debtor determined to file Chapter 11. The Debtor believes it will be able to reorganize as set forth in this Plan. In addition, overhead has declined and revenue has increased. All priority tax Claims in Class 3 of all taxing authorities, shall include only pre-Petition taxes and interest accrued to the Petition Date only, and shall not include any penalties. All Priority Tax Claims in Class 3 shall be paid in full on or before 5 years after the Petition Date, together with interest at the rate of 7% per annum, which interest shall begin to accrue as of the Effective Date of the Plan. Such payments will be made on a regular monthly basis, and each such payment shall begin in the first calendar month after the Effective Date of the Plan. All post-Petition and post-Confirmation tax returns and reports are to be timely filed by the Debtor to the appropriate taxing authority and post-Petition taxes are to be paid in accordance with the Plan. Governmental taxing authorities retain rights of setoff in in accordance with the Bankruptcy Code. Appeals of governmental tax Claims and assessments may be heard by the Court pursuant to Section 505 of the Bankruptcy Code, or at the option of the Debtor by an appropriate state administrative appeal process. Class 7 includes all other Claim holders of the Debtor who are not otherwise classified under the Plan, including all general unsecured creditors, as well as including any Claim of Newtek Small Business Finance, LLC, BayFirst National Bank and any Merchant Capital Companies. Beginning 6 months after the Effective Date, the general unsecured creditors in Class 7 shall be paid 5% of each allowed Class 7 Claim, payable in 3 equal annual installments of 1.67 percent each. Nonetheless, on the first and second anniversaries of the first payment to be made under this Section to unsecured creditors, the amount of each of the next 2 annual payments shall be adjusted upon the net disposable income of the Debtor for 12 months prior to the second and third required payments. The Debtor intends to continue to operate its tobacco store, lottery sales and convenience store business throughout Central Pennsylvania. The Debtor believes that the operations of the Debtor will be sufficient to fund payments under the Plan. A full-text copy of the Second Amended Plan dated October 19, 2023 is available at https://urlcurt.com/u?l=SF54wg from PacerMonitor.com at no charge. Debtor's Counsel: Robert E. Chernicoff, Esq. Cunningham, Chernicoff & Warshawsky , P.C. 320 N 2nd St Harrisburg, PA 17110 Phone: +1 717-260-3527 Fax: 717-238-4809 About Sam's Place Lottery & Tobacco Sam's Place Lottery & Tobacco, Inc., is engaged in the operation of retail tobacco, lottery and convenience stores. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Pa. Case No. 23-00874) on April 20, 2023. In the petition signed by Michael A. Somers, its president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Henry W. Van Eck oversees the case. Robert E. Chernicoff, Esq., at Cunningham, Chernicoff and Warshawsky PC, represents the Debtor as legal counsel. SEATTLE SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Seattle Solutions LLC 2205 116th Street S. Tacoma, WA 98444-1419 Business Description: The Debtor owns a leasehold interest in a commercial real property located at 2205 116th Street S., Tacoma, WA. Chapter 11 Petition Date: October 27, 2023 Court: United States Bankruptcy Court Western District of Washington Case No.: 23-41877 Judge: Hon. Mary Jo Heston Debtor's Counsel: Richard B. Keeton, Esq. BUSH KORNFELD LLP 601 Union St., Suite 5000 Seattle, WA 98101-2373 Tel: 206-292-2110 Fax: 206-292-2104 Email: rkeeton@bskd.com Total Assets: $832,478 Total Liabilities: $4,112,643 The petition was signed by Keshav Sharma as managing member. 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/KSDKQVQ/Seattle_Solutions_LLC__wawbke-23-41877__0001.0.pdf?mcid=tGE4TAMA SKILLZ INC: Corrects Certificate of Incorporation for Typo Error ---------------------------------------------------------------- Skillz, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that it filed a Certificate of Correction to the Fourth Amended and Restated Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware. The Certificate of Correction was filed to correct a typographical error included in the Certificate of Incorporation, which failed to incorporate a previous amendment that was incorporated by that certain Certificate of Amendment to the Company's Third Amended and Restated Certificate of Incorporation, filed by the Company with the Secretary of State on May 18, 2022, which amended the Company's Third Amended and Restated Certificate of Incorporation such that the maximum number of directors of the Company, as may be fixed by the Company's Board of Directors from time to time, shall not exceed nine. Pursuant to Section 103(f) of the Delaware General Corporation Law, the correction was effective as of June 23, 2023. About Skillz Inc. Headquartered in San Francisco, California, Skillz Inc. -- www.skillz.com -- is a mobile games platform dedicated to bringing out the best in everyone through competition. The Skillz platform helps developers create multi-million dollar franchises by enabling social competition in their games. Leveraging its patented technology, Skillz hosts billions of casual eSports tournaments for millions of mobile players worldwide, with the goal of building the home of competition for all. Skillz reported a net loss of $438.87 million in 2022, a net loss of $187.92 million in 2021, and a net loss of $149.08 million in 2020. As of March 31, 2023, the Company had $612.16 million in total assets, $357.77 million in total liabilities, and $254.38 million in total stockholders' equity. * * * As reported by the TCR on April 28, 2023, Moody's Investors Service downgraded Skillz Inc.'s corporate family rating to Caa2 from Caa1 following the company's recent repurchase of more than 50% of its outstanding debt at sizable discount to par, reducing available liquidity to fund projected cash flow deficits. Moody's said the Caa2 CFR reflects the increased risk that Skillz's debt capital structure is unsustainable due to reduced liquidity to fund projected cash flow deficits. Also in April 2023, S&P Global Ratings raised its issuer credit rating to 'CCC+' from 'SD' (selective default). The negative outlook reflects uncertainty around the Company's ability to turn its substantially negative cash flow positive over the next three years given ongoing challenges in right-sizing its operations and its unproven business model. SLEEP GALLERIA: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Sleep Galleria, LLC 920 Whitehaven Road Suwanee GA 30024 Business Description: The Debtor sells mattresses, massage chairs, recliners, furniture, and beddings. Chapter 11 Petition Date: October 27, 2023 Court: United States Bankruptcy Court Northern District of Georgia Case No.: 23-21211 Judge: Hon. James R. Sacca Debtor's Counsel: G. Frank Nason, IV, Esq. LAMBERTH, CIFELLI, ELLIS & NASON, P.A. 6000 Lake Forrest Drive, NW Ste. 435 Atlanta GA 30328 Tel: 404-262-7373 Email: fnason@lcenlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Stephen Norris as member. 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/A2RNIHA/Sleep_Galleria_LLC__ganbke-23-21211__0001.0.pdf?mcid=tGE4TAMA SORRENTO THERAPEUTICS: Unsecureds Will Get 56.9% of Claims in Plan ------------------------------------------------------------------ Sorrento Therapeutics, Inc., and Scintilla Pharmaceuticals, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Texas a Disclosure Statement for Joint Plan of Liquidation dated October 19, 2023. STI is a Delaware corporation and the ultimate parent entity of Debtor Scintilla Pharmaceuticals, Inc. STI was founded in 2006 by Dr. Henry H. Ji (its Chairman and CEO) as the San Diego Antibody Company. As of the Petition Date, the Debtors' assets consisted of, among other things, equity interests in various majority and minority owned subsidiaries (including Scilex, which was the Debtors' most significant asset at the time), equipment, intellectual property, cash and contingent litigation claims against the Nant Parties. As of the Petition Date, the Debtors did not have any funded debt obligations but had approximately $235 million in general unsecured debt, primarily consisting of approximately $60 million in trade payables and approximately $175 million on account of the Nant Award. The Debtors were subsequently preparing to close the Oramed Sale, however, Oramed did not believe all closing conditions were or would be satisfied (which the Debtors disputed). Following negotiations between Oramed, the Debtors, and Scilex, the parties ultimately agreed that STI would sell to Scilex substantially all of STI's equity interests in Scilex (including common stock, preferred stock, and warrants), for aggregate consideration consisting of: (i) $110 million (comprised of cash payments of $10 million (in the aggregate) and the assumption by Scilex of the approximately $100 million Replacement DIP Credit Facility; (ii) the assumption by Scilex of certain legal fees and expenses of STI in the amount of approximately $12.25 million; and (iii) a credit bid of all amounts owed to Scilex under the Junior DIP Credit Facility (collectively, the "Scilex Sale"). The Bankruptcy Court approved the Scilex Sale on September 12, 2023 (the "Scilex Sale Order"). The Scilex Sale closed on September 21, 2023. The Debtors seek to maximize the value of their remaining assets for the benefit of their creditors and other stakeholders through an orderly conclusion of their Chapter 11 Cases. As of the effective date of the Plan, all of the Debtors' assets, including all causes of action, will be transferred to a liquidating trust administered by a trustee chosen by general unsecured creditors. The liquidating trustee will monetize the Debtors' assets by marketing assets for sale and pursuing the Debtors' causes of action, with recoveries to pay claims and interests (once the claims are paid in full in cash) of the Debtors' stakeholders, as applicable. Class 3 consists of General Unsecured Claims. Except to the extent that a Holder of an Allowed General Unsecured Claim and the Debtors agree to less favorable treatment on account of such Claim, each Holder of an Allowed General Unsecured Claim shall receive, in full and final satisfaction, settlement, release and discharge of, and in exchange for, such Allowed General Unsecured Claim, on or as soon as practicable after the Effective Date or when such obligation becomes due in the ordinary course of business in accordance with applicable law or the terms of any agreement that governs such Allowed General Unsecured Claim, whichever is later, its Pro Rata share of the Liquidation Trust Recovery. This Class will receive a distribution of 56.9% of their allowed claims. No property will be distributed to the Holders of Scintilla Equity Interests. All Scintilla Equity Interests shall remain effective and outstanding on the Effective Date for administrative convenience and shall be owned and held by the same applicable Entity that held and/or owned such Scintilla Equity Interests immediately prior to the Effective Date. On the Effective Date, the Sorrento Equity Interests will be canceled without further notice to, approval of, or action by any Entity. Each Holder of a Sorrento Equity Interest shall receive, in full and final satisfaction, settlement, and release of, and in exchange for, such Sorrento Equity Interest, its Pro Rata share of the Liquidation Trust Recovery (subject to, for the avoidance of doubt, Allowed General Unsecured Claims being paid in full in Cash). On the Effective Date, the Debtors shall make Distributions in accordance with the Plan to Holders of Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Other Priority Claims, and Allowed Other Secured Claims that are due and payable as of the Effective Date using Cash on hand. Upon completion of such Distributions, on the Effective Date, the Debtors shall transfer to the Liquidation Trust any remaining Cash (if any), the Liquidation Trust Causes of Action, and all other Liquidation Trust Assets (if any). After the Effective Date, the Liquidation Trustee shall make Distributions from the Liquidation Trust Assets on account of Allowed Claims in accordance with the Plan and the Liquidation Trust Agreement. The Liquidation Trust Agreement will contain additional information regarding the funding of the Liquidation Trust, including in connection with the funding of any reserve needed to address Disputed Claims, as applicable. A full-text copy of the Disclosure Statement dated October 19, 2023 is available at https://urlcurt.com/u?l=X4C7XW from Stretto Inc., claims agent. Counsel for the Debtors: JACKSON WALKER LLP Matthew D. Cavenaugh, Esq. Kristhy M. Peguero, Esq. Genevieve M. Graham, Esq. 1401 McKinney Street, Suite 1900 Houston, TX 77010 Telephone: (713) 752-4200 LATHAM & WATKINS LLP Caroline A. Reckler, Esq. Ebba Gebisa, Esq. Jonathan C. Gordon, Esq. 330 North Wabash Avenue, Suite 2800 Chicago, IL 60611 Telephone: (312) 876-7700 -and- Jeffrey E. Bjork, Esq. Kimberly A. Posin, Esq. Isaac J. Ashworth, Esq. 335 South Grand Avenue, Suite 100 Los Angeles, CA 90071 Telephone: (213) 485-1234 About Sorrento Therapeutics Sorrento Therapeutics, Inc. -- http://www.sorrentotherapeutics.com/ -- is a clinical and commercial stage biopharmaceutical company developing new therapies to treat cancer, pain (non-opioid treatments), autoimmune disease and COVID-19. Sorrento's multimodal, multipronged approach to fighting cancer is made possible by its extensive immuno-oncology platforms, including key assets such as next-generation tyrosine kinase inhibitors ("TKIs"), fully human antibodies ("G-MAB(TM) library"), immuno-cellular therapies ("DAR-T(TM)"), antibody-drug conjugates ("ADCs"), and oncolytic virus ("Seprehvec(TM)"). Sorrento is also developing potential antiviral therapies and vaccines against coronaviruses, including STI-1558, COVISHIELD(TM) and COVIDROPS(TM), COVI-MSCTM; and diagnostic test solutions, including COVIMARK(TM). Sorrento Therapeutics, Inc., and Scintilla Pharmaceuticals, Inc., sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 23-90085) on Feb. 13, 2023. Sorrento disclosed assets in excess of $1 billion and liabilities of about $235 million as of Feb. 10, 2023. Judge David R. Jones oversees the cases. The Debtors tapped Latham & Watkins, LLP as bankruptcy counsel; Jackson Walker, LLP as local counsel; Tran Singh, LLP as conflicts counsel; and M3 Advisory Partners, LP as financial advisor. Mohsin Y. Meghji, managing partner at M3, serves as the Debtors' chief restructuring officer. Stretto Inc. is the claims, noticing and solicitation agent. Norton Rose Fulbright US, LLP and Milbank, LLP represent the official committee of unsecured creditors appointed in the Debtors' Chapter 11 cases. On April 10, 2023, the U.S. Trustee for Region 7 appointed an official committee to represent the Debtors' equity security holders. On April 10, 2023, the U.S. Trustee for Region 7 appointed an official committee to represent the Debtors' equity security holders. Glenn Agre Bergman & Fuentes, LLP and Greenberg Traurig, LLP serve as the equity committee's bankruptcy counsel. SPIKE BODY: Wins Cash Collateral Access Thru Dec 8 -------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, authorized Spike Body Werks, Inc. to use cash collateral on an interim basis in accordance with the budget, with a 10% variance, through December 8, 2023. In return for the Debtor's continued interim use of cash collateral, the following parties are granted the following adequate protection for their purported secured interests in cash collateral equivalents, including the Debtor's cash, accounts receivable and inventory, among other collateral: -- Byline Bank -- CBSG/PAR Funding -- Financial Pacific Leasing, Inc. -- Grover Capital -- Small Business Administration and -- Smarter 1. The Debtor will permit the Secured Parties and the Subchapter V Trustee to inspect the Debtor's books and records upon reasonable notice and within reasonable business hours; 2. The Debtor will maintain and pay premiums for insurance to cover the Collateral from fire, theft and water damage; 3. The Debtor will, upon reasonable request, make available to the Secured Parties and the Subchapter V Trustee, evidence of that which constitutes their collateral or proceeds; 4. The Debtor will properly maintain the Collateral in good repair and properly manage the Collateral; 5. The Secured Parties are granted replacement liens, attaching to the Collateral, but only to the extent of their pre-petition liens, with any valid liens attaching to the Collateral and its proceeds until further Order of Court; and 6. The Debtor will provide a variance report to Byline Bank every three weeks with the first variance report covering the week ending November 10, 2023, to be submitted on November 15, 2023. A further hearing on the matter is set for December 5, 2023 at 10 a.m. A copy of the order is available at https://urlcurt.com/u?l=giwkat from PacerMonitor.com. About Spike Body Werks, Inc. Spike Body Werks, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 23-13885) on October 17, 2023. In the petition signed by Pasquale Roppo, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Donald R. Cassling oversees the case. Scott R. Clar, Esq., at Crane, Simon, Clar & Goodman, represents the Debtor as legal counsel. STERETT COMPANIES: Case Summary & Six Unsecured Creditors --------------------------------------------------------- Debtor: Sterett Companies, LLC 25 Booth Field Rd Owensboro, KY 42301 Chapter 11 Petition Date: October 27, 2023 Court: United States Bankruptcy Court Western District of Kentucky Case No.: 23-40625 Debtor's Counsel: Neil C. Bordy, Esq. SEILLER WATERMAN LLC 22nd Floor - Meidinger Tower 462 S 4th Street Louisville, KY 40202 Tel: 502-584-7400 Fax: 502-583-2100 Email: bordy@derbycitylaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $10 million to $50 million The petition was signed by William L. Sterett, III as CEO. A full-text copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VMHQOZA/Sterett_Companies_LLC__kywbke-23-40625__0001.0.pdf?mcid=tGE4TAMA STERETT CRANE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Sterett Crane and Rigging, LLC 25 Booth Field Rd Owensboro, KY 42301 Chapter 11 Petition Date: October 27, 2023 Court: United States Bankruptcy Court Western District of Kentucky Case No.: 23-40626 Judge: Hon. Charles R. Merrill Debtor's Counsel: Neil C. Bordy, Esq. SEILLER WATERMAN LLC 22nd Floor - Meidinger Tower 462 S 4th Street Louisville, KY 40202 Tel: 502-484-7400 Fax: 502-583-2100 Email: bordy@derbycitylaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $50 million to $100 million The petition was signed by William L. Sterett, III as CEO. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VJXKVMA/Sterett_Crane_and_Rigging_LLC__kywbke-23-40626__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Tadano Inc. $54,867 4242 West Greens Rd Houston, TX 77066 2. Craneworks Inc. $39,280 100 S. Paniplus Drive Olathe, KS 66061 3. Southway Crane & Riggin $25,310 370 Cassidy Lane Ringgold, GA 30736 4. Young Trucking LLC $22,140 4008 W T Royster Rd Robards, KY 42452 5. Jacobi Oil Service, Inc. $18,625 5686 Navilleton Road Floyds Knobs, IN 4711 6. Rudd Equipment Company Inc. $18,414 Dept 77432 Detroit, MI 48277-0432 7. Mclanahan Towing, LLC $17,465 105 S. Seminary Collinsville, IL 62234 8. Pfeifer Wire Rope $17,431 600 Industry Dr Hampton, VA 23661 9. Mh Equipment Company $16,427 738 Rusher Lane Evansville, IN 47725 10. Ziegler Tire & $15,652 Supply Co Inc. 4150 Millennium Blvd SE Massillon, OH 44646 11. Cintas Loc 314 $13,854 PO 630921 Cincinnati, OH 45263-0921 12. Texas Crane Repair, Inc. $11,036 9512 FM 1960 Dayton, TX 77535 13. Cummins Crosspoint LLC $10,637 PO Box 772639 Detroit, MI 48277-2639 14. Mazella Lifting $9,548 Technologies, Inc. PO Box 74268 Brookpark, OH 44142-0002 15. Ring Power Corporation $8,641 PO Box 935004 Atlanta, GA 31193-5004 16. Ace Doran, LLC $6,000 PO Box 896805 Charlotte, NC 28289-6805 17. Walter Payton $5,236 Power Equipment PO Box 88456 Chicago, IL 60680-4656 18. Valor LLC $4,639 1200 Alsop Lane Owensboro, KY 42303 19. Fisher Auto Parts, Inc. $4,315 510 West 4th Street Owensboro, KY 42301 20. Cintas Corp #0383 $4,241 PO Box 631025 Cincinnati, OH 45263-1025 STERETT EQUIPMENT: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Sterett Equipment Company, LLC 25 Booth Field Road Owensboro, KY 42301 Chapter 11 Petition Date: October 27, 2023 Court: United States Bankruptcy Court Western District of Kentucky Case No.: 23-40627 Judge: Hon. Charles R. Merrill Debtor's Counsel: Neil C. Bordy, Esq. SEILLER WATERMAN LLC 22nd Floor - Meidinger Tower 462 S 4th Street Louisville, KY 40202 Tel: 502-584-7400 Fax: 502-583-2100 Email: bordy@derbycitylaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $50 million to $100 million The petition was signed by William L. Sterett, III as CEO. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VUGNUFQ/Sterett_Equipment_Company_LLC__kywbke-23-40627__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Bigge Crane & Rigging Co. $231,915 PO Box 843067 Dallas, TX 75284-3067 2. Castlen Marine LLC $23,519 4565 Highway 2830 Owensboro, KY 42303 3. Trinity Logistics Inc $23,450 PO Box 536203 Pittsburgh, PA 15253-5904 4. Terex Global $23,195 62352 Collections Center Dr Chicago, IL 60693 5. Pure Transportation, LLC $16,577 2008 South Highland Park Ave Chattanooga, TN 37404 6. Liebherr USA, Co. $15,829 PO Box 603928 Charlotte, NC 28260-3928 7. Hudson Machine Shop Inc. $12,404 PO Box 21665 Owensboro, KY 42304-1665 8. Kobelco Cranes $6,947 North America, Inc PO Box 841981 Dallas, TX 75284-1981 9. Walter Payton $5,305 Power Equipment PO Box 88456 Chicago, IL 60680-4656 10. Ace Doran, LLC $4,500 PO Box 896805 Charlotte, NC 28289-6805 11. Young Trucking LLC $4,125 4008 W T Royster Rd Robards, KY 42452 12. Mazella Lifting $3,886 Technologies, Inc. PO Box 74268 Brookpark, OH 44142-0002 13. Jlg Industries Inc. $3,637 14943 Collections Center Chicago, IL 60609-3000 14. Mclanahan Towing, LLC $3,450 105 S. Seminary Collinsville, IL 62234 15. Rudd Equipment $3,359 Company Inc. Dept 77432 Detroit, MI 48277-0432 16. Fisher Auto Parts, Inc. $2,154 510 West 4th Street Owensboro, KY 42301 17. Cummins Crosspoint LLC $1,520 PO Box 772639 Detroit, MI 48277-2639 18. Grainger $975 Dept 857345003 Palatine, IL 60038-000 19. Valor LLC $171 PO Box 3007 Evansville, IN 47730 20. Derian Boyce C/O $0 Stephanie F Jones One North Franklin Street, Suite 800 Chicago, IL 60606 STERETT HEAVY: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Sterett Heavy Hauling, LLC 25 Booth Field Rd Owensboro, KY 42301 Chapter 11 Petition Date: October 27, 2023 Court: United States Bankruptcy Court Western District of Kentucky Case No.: 23-40628 Judge: Hon. Charles R Merrill Debtor's Counsel: Neil C. Bordy, Esq. SEILLER WATERMAN LLC 22nd Floor - Meidinger Tower 462 S 4th Street Louisville, KY 40202 Tel: 502-584-7400 Fax: 502-583-2100 Email: bordy@derbycitylaw.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $50 million to $100 million The petition was signed by William L. Sterett, III as CEO. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VQNZ72A/Sterett_Heavy_Hauling_LLC__kywbke-23-40628__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Bobby's Truck & Trailer $39,824 61274 Highway 60 East Owensboro, KY 42303 2. Midwestern Electric, LLC $29,123 3385 N Arlington Ave Indianapolis, IN 46218 3. Valor LLC $26,602 1200 Alsop Lane Owensboro, KY 42303 4. Herzog Contracting Corp $24,000 600 S Riverside Dr Saint Joseph, MO 64507 5. Texas Crane Repair, Inc. $23,099 9512 FM 1960 Dayton, TX 77535 6. Partners FR8 LLC $17,700 PO Box 14887 Humble, TX 77347 7. Pilot Flying J $15,000 5500 Lonas Drive Knoxville, TN 37909 8. EFS $15,000 PO Box 630038 Cincinnati, OH 45263-0038 9. Rush Truck Centers Inc. $14,696 Interstate Billing Services Decatur, AL 35609 10. Wheatley's Pilot Car Service $12,765 PO Box 51 Custer, KY 40115-0051 11. Ace Doran, LLC $12,000 PO Box 896805 Charlotte, NC 28289-6805 12. Transport Products $8,772 & Service 3101 Oxbow Circle Cocoa, FL 32926 13. Fleetwing Corporation $8,080 742 S. Combee Rd Lakeland, FL 33801 14. Cummins Crosspoint LLC $5,983 PO Box 772639 Detroit, MI 48277-2639 15. Cintas Corp #280 $5,928 PO Box 630910 Cincinnati, OH 45263-0910 16. Cintas Loc 314 $2,472 PO 630921 Cincinnati, OH 45263-0921 17. Pure Transportation, LLC $2,100 2008 South Highland Park Ave Chattanooga, TN 37404 18. Jea $1,541 PO Box 45047 Jacksonville, FL 32232-5047 19. Fisher Auto Parts, Inc. $1,339 510 West 4th Street Owensboro, KY 42301 20. Kenergy Corporation $742 3111 Fairview Drive Owensboro, KY 42303 THERATECHNOLOGIES INC: Cuts Up to 25 Jobs at R&D Division --------------------------------------------------------- Theratechnologies Inc. announced further changes to its operations that will see a tapering of R&D activities, which necessitates a reduction of up to 25 positions. The Company expects to realize recurring yearly savings of approximately US$3.5 million resulting from this reorganization and will record a restructuring charge of approximately US$1.5 million in its fourth quarter of 2023. "The decision announced today was difficult to make, but it is aligned with our goal to build a profitable organization and deliver returns to our shareholders," said Paul Levesque, president and chief executive officer of Theratechnologies. "We sincerely appreciate the contributions of those impacted, which indeed were instrumental in making Theratechnologies a better organization." The Company said it is committed to delivering on Part 3 of the Phase 1 clinical trial in advanced ovarian cancer for sudocetaxel zendusortide. All future clinical research activities in oncology and NASH will be made through partnership deals. With the completion of major lifecycle management projects in HIV, the Company's medical capabilities remain key to conveying the science behind its products and achieving business growth from organic and inorganic opportunities. About Theratechnologies Headquartered in in Quebec, Canada, Theratechnologies (TSX: TH) (NASDAQ: THTX) -- www.theratech.com -- is a biopharmaceutical company focused on the development and commercialization of innovative therapies addressing unmet medical needs. Montreal, Canada-based KPMG LLP, the Company's auditor since 1993, issued a "going concern" qualification in its report dated Feb. 27, 2023, citing that the Company's convertible notes mature in June 2023 and its Loan Facility contains various covenants, including minimum liquidity covenants. There is material uncertainty related to events or conditions that cast substantial doubt about its ability to continue as a going concern. THREE NICKELS: Updates Unsecureds & Ocean Lender Secured Claims Pay ------------------------------------------------------------------- Three Nickels, LLC, submitted a Second Amended Disclosure Statement in connection with Second Amended Chapter 11 Plan of Reorganization dated October 23, 2023. The Debtor is the owner of certain real property located at 555 Ocean Avenue, Brooklyn, New York Block 501, Lot 17 (the "Property"). The Plan contemplates: (a) the Debtor's surrender of the Deed to the Property to Ocean Lender on the Effective Date; (b) the satisfaction of the New York City Dept. of Finance and the New York City Water Board of their respective Liens against the Property; (c) an approximate 5% distribution to the general unsecured creditors as of the Effective Date; and (d) the cancellation of the (equity) Interests in the Debtor on the Effective Date. Given the extent of the obligations secured by the Property and other assets of the Estate, any sale, collection or other liquidation efforts with respect thereto would fail to yield a recovery sufficient to satisfy the Secured Claims. Accordingly, the Debtor believes that the Plan represents the only potential means by which unsecured creditors will receive any recovery on their Claims. Priority Deposit Claims. Section 507(a)(7) of the Bankruptcy Code provides that claims derived from deposits toward a purchase, lease, or rental of property or services for personal, family, or household use are entitled to treatment as priority unsecured claims up to the amount of $2,850. The Debtor has identified approximately $120,710 of potential Priority Deposit Claims as of April 30, 2023 on account of security deposits tendered by tenants of the Property under leases with the Debtor with respect to which there are presently insufficient funds to fully cover. The Plan provides that Ocean Lender will take the Deed to the Property subject to any Priority Deposit Claims and satisfy such Claims as required under New York law. Class 3 consists of the Ocean Lender Secured Claim. In full settlement of the Allowed Ocean Lender Secured Claim in Class 3, Ocean Lender will receive the Deed to the Property on the Effective Date and any Debtor funds remaining after payment of Allowed Claims under the Plan, in full and final settlement of its Claim. The amount of claim in this Class total $14,300,000. Class 4 consists of General Unsecured Claims. Each holder of an Allowed Class 4 General Unsecured Claim will receive a Pro Rata Distribution of the sum of $6,500 representing an approximate 5% pro rata distribution, and such other and further Pro Rata Distributions, if any, made by the Plan Administrator subsequent to the Confirmation Date from the proceeds of Causes of Action. The amount of claim in this Class total $124,141.30. The implementation of the Plan terms will be the responsibility of the Plan Administrator who shall be engaged pursuant to a written Plan Administrator Agreement. The Plan Administrator Agreement will be filed with the Court not less than 14 days prior to the Confirmation Hearing. In furtherance of implementation of this Plan, on the Effective Date, the Debtor and/or the Plan Administrator shall: (a) surrender the Deed to the Property to Ocean Lender in full satisfaction of the Allowed Ocean Lender Secured Claim; and (b) shall make a distribution first in full payment of any Statutory Fees, second in full payment of any Allowed Administrative Claims, third in full payment of any Allowed Priority Tax Claims, and fourth and lastly a Pro Rata payment to the holders of Allowed General Unsecured Claims. The Plan Administrator shall disburse any funds remaining after payment of Allowed Claims under the Plan, to Ocean Lender. On and after the Effective Date, the Property shall be managed by the Plan Administrator. The Plan Administrator shall be compensated for his services in the manner described in Section 5.2(d) of the Plan (i.e., The sum of $20,000.00 from the Plan Administration Fund for purposes funding the Plan Administrator's consummation and post-Confirmation administration of this Plan. To the extent that there is any deficiency/shortfall of available cash to pay the $20,000 in full then Ocean Lender shall pay any deficiency/shortfall on the Effective Date, and to the extent that there is any surplus after payment, the Plan Administrator shall pay such surplus to Ocean Lender). The Reorganized Debtor's other affairs shall continue to be managed, conducted and overseen by Daniel Reifer, its sole member. Mr. Reifer will only take a salary or otherwise receive compensation from the Reorganized Debtor if there are operating revenues sufficient therefor after payment of the Debtor's ongoing obligations and those under the Plan, if any. The Bankruptcy Court has scheduled a virtual hearing to consider the Debtor's request for Confirmation of the Plan to be held on December 13, 2023 at 11:30 a.m. The Bankruptcy Court has directed that objections, if any, to Confirmation of the Plan be filed and served so as to be received on or before November 29, 2023 at 5:00 p.m. A full-text copy of the Second Amended Disclosure Statement dated October 23, 2023 is available at https://urlcurt.com/u?l=0wuyZB from PacerMonitor.com at no charge. Counsel to the Debtor: Douglas J. Pick, Esq. Eric C. Zabicki, Esq. PICK & ZABICKI LLP 369 Lexington Avenue, 12th Floor New York, NY 10017 Tel: (212) 695-6000 About Three Nickels Three Nickels, LLC, is a New York limited liability company formed on March 27, 2007. The Debtor is the owner of certain real property located at 555 Ocean Avenue, Brooklyn, New York Block 501, Lot 17 (the "Property"). The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41456) on April 27, 2023, with as much as $50,000 in both assets and liabilities. Judge Jil Mazer-Marino oversees the case. The Debtor tapped Douglas J. Pick, Esq., at Pick & Zabicki, LLP, as legal counsel and MorrisAnderson & Associates, Ltd. as financial advisor. TKEES INC: Bid to Use Cash Collateral Denied as Moot ---------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, Broward Division, denied as moot the motion to use cash collateral filed by TKEES, Inc. as the court has entered its Order Confirming Amended Chapter 11 Plan of Reorganization on October 23, 2023. As previously reported by the Troubled Company Reporter, the Debtor believes four creditors assert secured claims against the estate: -- Hilldun Corporation asserts a secured claim in the approximate amount of $300,000. Per UCC financing statements filed by Hilldun, the claim is secured by security interests in the Debtor's accounts, instruments, contract rights, chattel paper, documents and general intangibles. -- Shopify Capital, Inc. asserts a secured claim in the approximate amount of $290,536. Upon information and belief a UCC financing statement filed against the Debtor by Corporation Service Company, as a representative, perfects the Shopify debt. Per the financing statement, the debt is secured by all assets of the Debtor. -- Windsor Private Capital asserts a secured claim in the approximate amount of $5.832 million. However, no UCC financing statements appear to have been filed by Windsor against the Debtor. Any security interest Windsor may allege is not perfected and subject to avoidance in the case. -- Power One Capital Corp. asserts a secured claim in the approximate amount of $369,221. As with Windsor, however, Power One does not appear to have filed a UCC financing statement against the Debtor. Its security interest is therefore unperfected and subject to avoidance. As adequate protection, the creditors were granted a post-petition security interest and lien in, on, to, and against any and all assets of the Debtor, to the same extent, perfection and priority that the Creditors held a properly perfected pre-petition security interest in such assets. A copy of the order is available at https://urlcurt.com/u?l=eyC9cD from PacerMonitor.com. About TKEES, Inc. TKEES, Inc. is a manufacturer and seller of sandals and flip flops for women. TKEES, Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-12126) on March 20, 2023. In the petition signed by Jesse Burnett, president, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Scott M. Grossman oversees the case. Bradley S. Shraiberg, Esq., at Shraiberg Page P.A., represents the Debtor as legal counsel. TOPPOS LLC: Ordered to File Plan on or Before Jan. 3, 2024 ---------------------------------------------------------- Judge Pamela W. McAfee has entered an order that Toppos LLC must file a plan and disclosure statement on or before Jan. 3, 2024. The Court will review the disclosure statement when it is filed and, if acceptable, the disclosure statement will be conditionally approved. Additionally, the hearing on approval of the disclosure statement will be combined with the hearing on confirmation of the Plan. A status conference pursuant to 11 U.S.C. Sec. 105(d)(1) will be held on Monday, Nov. 13, 2023, at 10:00 AM by conference telephone call. About Toppos LLC Toppos LLC is primarily engaged in acting as lessors of buildings used as residences or dwellings. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 23-02889) on Oct. 5, 2023. In the petition signed by Neil Carmichael Bender, II, member-manager, the Debtor disclosed up to $50 million in assets and up to $100 million in liabilities. Judge Pamela W. Mcafee oversees the case. Blake Y. Boyette, Esq., at Buckmiller, Boyette & Frost, PLLC, is the Debtor's legal counsel. TRI-STATE PAPER: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Tri-State Paper, Inc. 4500 N 3rd St Philadelphia, PA 19140-1502 Business Description: The Debtor is a merchant wholesaler of paper and paper products. Chapter 11 Petition Date: October 27, 2023 Court: United States Bankruptcy Court Eastern District of Pennsylvania Case No.: 23-13237 Judge: Hon. Patricia M. Mayer Debtor's Counsel: Michael A. Cibik, Esq. CIBIK LAW, P.C. 1500 Walnut Street Suite 900 Philadelphia PA 19102 Tel: (215) 735-1060 Email: mail@cibiklaw.com Debtor's Accountant: JOSEPH M. GREY CPA, EA Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by John Petaccio 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/WN4PQUI/Tri-State_Paper_Inc__paebke-23-13237__0001.0.pdf?mcid=tGE4TAMA TRICORD BUSINESS: Case Summary & 17 Unsecured Creditors ------------------------------------------------------- Debtor: Tricord Business Group, LLC d/b/a Tricord International 3421 Birchwood Circle Murfreesboro, TN 37128-4624 Chapter 11 Petition Date: October 26, 2023 Court: United States Bankruptcy Court Middle District of Tennessee Case No.: 23-03934 Judge: Hon. Randal S. Mashburn Debtor's Counsel: Robert J. Gonzales, Esq. EMERGELAW, PLC 4235 Hillsboro Pike, Suite 300 Suite 505 Nashville, TN 37215 Tel: (615) 815-1535 Email: ecf@emerge.law Total Assets: $537,478 Total Liabilities: $7,154,199 The petition was signed by James C. Clayton as chief executive officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 17 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/35L3CUQ/Tricord_Business_Group_LLC__tnmbke-23-03934__0001.0.pdf?mcid=tGE4TAMA TRIMONT ENERGY: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Trimont Energy Limited Inc. 920 Memorial City Way Ste 200 Houston, TX 77024 Business Description: Trimont Energy is part of the oil and gas extraction industry. Chapter 11 Petition Date: October 26, 2023 Court: United States Bankruptcy Court Eastern District of Louisiana Case No.: 23-11872 Judge: Hon. Meredith S. Grabill Debtor's Counsel: Douglas S. Draper, Esq. HELLER, DRAPER & HORN, LLC 650 Poydras Street Suite 2500 New Orleans, LA 70130 Tel: 504-299-3300 Email: ddraper@hellerdraper.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Christopher O. Ryals as chief restructuring officer. 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/HGHYEBQ/Trimont_Energy_Limited_Inc__laebke-23-11872__0001.0.pdf?mcid=tGE4TAMA TRINITY LEGACY: Unsecureds Will Get 16% in Subchapter V Plan ------------------------------------------------------------ Trinity Legacy Consortium, LLC, filed with the U.S. Bankruptcy Court for the District of New Mexico a Subchapter V Plan dated October 23, 2023. The Plan proposes to pay to unsecured creditors the Debtor's projected disposable income. Such amount of the Debtor's projected disposable income is an amount not less than the amount unsecured creditors would receive if the Bankruptcy Case was converted to a case under Chapter 7 on the Effective Date. Class 1 consists of the Claims secured by property of the Debtor. Class 1 is Unimpaired. Each holder of an Allowed Class 1 Secured Claim in each of the subclasses set forth in Plan will be satisfied by the Reorganized Debtor making payments on each such Allowed Secured Claim in accordance with the terms of the Pre-Petition agreements between the parties. The holder of each Allowed Secured Claim will retain its Lien on the collateral securing the Secured Claim until the date that such Allowed Secured Claim has been satisfied in full. On or as soon as practicable after the Effective Date, the Reorganized Debtor will pay any arrearages and other charges on account of an Allowed Class 1 Secured Claim, along with any interest upon such arrearage or charges, in accordance with the terms of the applicable Pre-Petition Agreements between the parties. Class 2 consists of general unsecured Claims, including Claims arising from the rejection of executory contracts or unexpired leases. Each holder of an Allowed Class 2 General Unsecured Claim will be paid pro rata from the Unsecured Creditors Pool in monthly installments over the Plan Term. The Debtor's projected disposable income, results in a projected disposal income amount, over a three-year period, equal to approximately $274,374.00. Of this amount, $30,993.18 will be used to satisfy in full the NM Financial Fee Request, to be paid in increments of $2,000 per month until the NM Financial Fee Request amount is paid in full, approximately 16 months following the Effective Date. Beginning on the Effective Date, the Debtor will make monthly payments, consistent with the terms of this Plan, in the amount of $7,621.50, per month. For the first 16 months following the Effective Date, $2,000 of the $7,621.50 monthly payment amount will be used to satisfy the $30,993.18 NM Financial Fee Request. The remaining $5,621.50 of each monthly payment will be used to satisfy, pro rata, Allowed Class 2 Claims. On or after the date when the NM Financial Request amount is paid in full, the Debtor shall make monthly payments in the amount of $7,621.50 to satisfy, pro rata, Allowed Class 2 Claims. After taking into account settlements reached with certain holders of the Debtor's largest Class 2 Claims, the asserted Class 2 Claim pool is approximately $1,538,311. This asserted Class 2 Claim pool amount is prior to the Debtor filing objections to reduce or expunge certain asserted Class 2 Claims. Even using the asserted $1,538,311 Class 2 Claims amount, the $243,374.00 Unsecured Creditors Pool amount that the Debtor will use to satisfy all Class 2 Claims, results in a recovery of approximately 16% for holders of Class 2 Claims (i.e., $243,374/$1,538,311), as compared to a 0% recovery for unsecured creditors in the event that the Bankruptcy Case was to convert to a case under Chapter 7 and all of the Debtor's assets were liquidated. The Debtor proposes to fund this Plan using its "disposable income", as such term is defined in Section 1191(d) of the Bankruptcy Code, and, if necessary, through the sale of certain of the Debtor's assets. A full-text copy of the Subchapter V Plan dated October 23, 2023 is available at https://urlcurt.com/u?l=XDXiN6 from PacerMonitor.com at no charge. The firm can be reached at: Gerald Velarde, Esq. Joseph Yar, Esq. Scott Cargill, Esq. Velarde & Yar PO Box 11044 Albuquerque, NM 87192 Tel: (505) 248-0050 Email: gvelarde@velardeyar.com About Trinity Legacy Consortium Trinity Legacy Consortium, LLC operates a construction and home building business with locations in Farmington, New Mexico, and Wallowa, Oregon. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.M. Case No. 22-10973) on December 7, 2022. In the petition signed by Jan Swift and Jacob Swift, managing members, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Robert H Jacobvitz oversees the case. Dennis A. Banning, Esq., at NM Financial Law, P.C., is the Debtor's legal counsel. TRITEK INTERNATIONAL: Court Confirms Chapter 11 Plan ---------------------------------------------------- Judge Thomas M. Horan has entered an order that the Plan of Tritek International Inc., et al. is approved in its entirety and confirmed pursuant to section 1129 of the Bankruptcy Code. The Disclosure Statement is approved, on a final basis, pursuant to section 1125 of the Bankruptcy Code. All objections or informal comments to the confirmation of the Plan and final approval of the Disclosure Statement, to the extent not previously withdrawn, are overruled in all respects for the reasons set forth in the record of the Confirmation Hearing, which record is incorporated herein, and all remaining objections or informal comments, if any, are deemed withdrawn with prejudice. The Debtors, the Liquidating Trust, and Liquidating Trustee are authorized to take all actions necessary, appropriate, or desirable to enter into, implement, and consummate the contracts, instruments, releases, agreements, or other documents created or executed in connection with the Plan. Without further order or authorization of this Court, the Debtors, Liquidating Trust, and Liquidating Trustee (as applicable), and their successors (if any) are authorized and empowered to make all modifications to all Plan related documents that are consistent with the Plan. Execution versions of the Plan and all related documents, where applicable, shall constitute legal, valid, binding, and authorized obligations of the respective parties thereto, enforceable in accordance with their terms. All procedures used to tabulate the Ballots were fair and conducted in accordance with the Solicitation Procedures Order, the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and all other applicable rules, laws, and regulations. As evidenced by the Voting Report, Classes 3 and 4 voted to accept the Plan. Article VII of the Plan specifies that Claims in Classes 1 and 2 are Unimpaired and deemed to accept. Article VII of the Plan also specifies the treatment of each Impaired Class under the Plan, which are Classes 3, 4, 5, and 6. Classes 5 and 6 are impaired and deemed rejected. The Plan, therefore, satisfies sections 1123(a)(2) and 1123(a)(3) of the Bankruptcy Code. Section 1129(a)(8) of the Bankruptcy Code requires that each class of claims or interests must either accept a plan or be unimpaired under a plan. Classes 1 and 2 are Unimpaired Classes of Claims, each of which is conclusively presumed to have accepted the Plan in accordance with section 1126(f) of the Bankruptcy Code. Classes 3 and 4 are Impaired Classes entitled to vote on the Plan. Both Classes 3 and 4 voted to accept the Plan. Classes 5 and 6 are conclusively presumed to reject the Plan because no distribution is anticipated to the Holders of such Interests, in accordance with section 1126(g) of the Bankruptcy Code. The Plan, therefore, does not satisfy the requirement of section 1129(a)(8) of the Bankruptcy Code because at least one Impaired Class has voted against the Plan. Notwithstanding the foregoing, the Plan is confirmable because it satisfies sections 1129(a)(10) and 1129(b) of the Bankruptcy Code. As set forth in the Voting Report, Classes 3 and 4 are impaired. Classes 3 and 4 voted to accept the Plan and are independent of any insiders' votes. The Plan, therefore, satisfies the requirements of section 1129(a)(10) of the Bankruptcy Code. Chapter 11 Plan Tritek International Inc., et al. submitted a Modified Fourth Amended Combined Disclosure Statement and Joint Chapter 11 Plan. In August 2022, Debtors engaged PricewaterhouseCoopers Corporate Finance LLC ("Pwc Corporate") to test the market for Debtors' Assets. That marketing process did not yield any bidders. On February 28, 2023, Debtors engaged Intrepid to commence a more structured outreach to a broader potential investor universe than that which was undertaken by PwC Corporate and to assist in exploring all potential strategic options to prepare Debtors for a smooth landing in chapter 11. Shortly after engagement, Intrepid started reaching out to potential buyers, both strategic and financial. Interested parties participated with the understanding that the sale of Debtors' assets would occur in a section 363 context. As of the Petition Date, Debtors and Intrepid had contacted over 115 potentially interested parties as part of this prepetition process, entered into 38 nondisclosure agreements, held one virtual (and recorded) webinar, and conducted two site visits. Potential investors and/or acquirors also had access to a virtual data room with over one gigabyte of information. The extensive prepetition marketing process yielded a number of serious expressions of interest and paved the way for Debtors to commence a chapter 11 process and pursue a sale of their assets pursuant to section 363 of the Bankruptcy Code. As set forth in the First Day Declaration, Debtors' paramount goal in the Chapter 11 Cases was to maximize the value of the Estates for the benefit of Debtors' creditor constituencies and other stakeholders, including through the sale of substantially all of the Assets. On April 28, 2023, Debtors Filed a motion (the "Bidding Procedures Motion") seeking authority to proceed with a bidding and auction process to consummate a sale or series of sales (the "Sale Process") that would generate maximum value for their Assets. To facilitate the Sale Process, Debtors, in consultation with Intrepid and their other professional advisors, proposed certain customary bidding procedures (the "Bidding Procedures") to preserve flexibility in the Sale Process, generate the greatest level of interest in Debtors' Assets, and obtain the highest or otherwise best value for those Assets. Given Debtors' liquidity situation at the outset of the Chapter 11 Cases, Debtors believed that a prompt sale of their Assets would maximize value to the greatest extent possible under the circumstances of these Chapter 11 Cases and generate the highest possible recoveries in the most efficient and expeditious manner possible, which would inure to the benefit of Debtors' Creditors and other stakeholders. Debtors also believed that it would ensure, to the benefit of their Estates, that the market had certainty around the parameters of the Sale Process. As set forth in the Bidding Procedures Motion, Debtors, in consultation with Intrepid and their other professional advisors, worked extensively to implement a robust and expeditious Sale Process. On May 19, 2023, the Bankruptcy Court entered the Bidding Procedures Order, approving the Bidding Procedures and establishing, among other things, May 25, 2023 at 4:00 p.m. (ET) as the bid deadline, May 26, 2023 at 9:00 a.m. (ET) as the auction date, and June 2, 2023, as the hearing date to approve the Sales. Following the Petition Date, Intrepid informed all parties contacted as part of the prepetition marketing process of the proposed timeline set forth in the Bidding Procedures Motion, contacted an additional 29 parties to explore interest in pursuing a transaction pursuant to these Chapter 11 Cases, 24 of which signed an NDA and received copies of the marketing materials, loaded the virtual data room with further information and granted access to the virtual data room to an additional 18 parties. Intrepid and Debtors conducted six (6) additional site visits with potential bidders. Debtors commenced the Auction on May 26, 2023, which was continued to and concluded on May 31, 2023. Debtors Filed the transcripts of the Auction on June 1, 2023 [D.I. 192]. At the conclusion of the Auction, Debtors selected AgriSwine Alliance, Inc. as the highest and best bid for the Hog Assets, Premium Iowa Pork, L.L.C. as the highest and best bid and the Prepetition Agent as the backup bidder for the Facility Asset Sale, a credit bid by the Prepetition Agent as the highest and best bid and Scott Veenker as the backup bidder for the Real Estate Parcels, and a credit bid by the Prepetition Agent as the highest and best bid for the Residential Duplex. On June 2, 2023, the Bankruptcy Court entered an order approving the Hog Asset Sale, and on June 11, 2023, the Bankruptcy Court entered orders approving the Facility Asset Sale [D.I. 229] and the Real Property Asset Sale [D.I. 230]. The Hog Assets Sale closed on June 2, 2023. The Facility Asset Sale closed on June 16, 2023 [D.I. 246]. The closing of the Residential Duplex portion of the Real Property Asset Sale occurred on June 22, 2023 [D.I. 282]. The closing of the Real Estate Parcels portion of the Real Property Asset Sale occurred on July 6, 2023 [Id.]. Under the Plan, Class 4 consists of General Unsecured Claims. Windom total claim is $27.5 million and Canwin total claim is $200,000. Creditors will recover 11% to 14% of their claims. Each Holder of a General Unsecured Claim shall receive such Holder's pro rata share of the GUC Distribution Pool. Each General Unsecured Claim will be deemed a single Claim against a single obligation of the Debtors for Distribution purposes. Furthermore, as described in the Global Settlement, neither the Prepetition Secured Parties nor the Lessor shall participate as Class 4 Holders of General Unsecured Claims. The Prepetition Secured Parties and the Lessor shall not be entitled to participate in any distributions from the GUC Distribution Pool, except for the following: The Prepetition Secured Parties shall receive a distribution of 50% of every $1 by which the Remaining Amount exceeds $2.65 million (with all other Holders of General Unsecured Claims receiving a pro rata distribution of the first $2.65 million of the Remaining Amount and 50% of every $1 by which the Remaining Amount exceeds $2.65 million). Additionally, the Prepetition Secured Parties shall receive a distribution of 50% of every $1 of Litigation and Settlement Proceeds received by the Debtors' estates prior to the Effective Date as a result of any litigation or settlement relating to Claims or Causes of Action against GAT Farms, LLC, Greg Strobel, an individual d/b/a Strobel Farms, Strobel Farms, LLC, Greg Strobel Farms, LLC, Fast Development, Inc., and/or Pemberton Grain, LLC (with all other Holders of General Unsecured Claims receiving a pro rata distribution of 50% of every $1 of Litigation and Settlement Proceeds received by the Debtors' estates prior to the Effective Date relating to Claims or Causes of Action against such persons and entities). Class 4 is impaired. "GUC Distribution Pool" shall mean (i) all encumbered Cash, including such proceeds of the loans made pursuant to the DIP Credit Agreement and DIP Orders as are remaining after payment of the First Tier Claims; (ii) the Remaining Amount; (iii) the Guaranteed Amount; (iv) the D&O Contribution; and (v) the Litigation and Settlement Proceeds. The Plan will be implemented by, among other things, the establishment of the Liquidating Trust, the transfer to the Liquidating Trust of the Liquidating Trust Assets, including, without limitation, all Cash and Retained Causes of Action, and the making of Distributions by the Liquidating Trust in accordance with the Plan and Liquidating Trust Agreement. The Plan shall serve as, and shall be deemed to be, a motion for entry of an order substantively consolidating the Debtors' Chapter 11 Cases for the limited purpose of making Distributions by the Liquidating Trust. Upon the entry of the Confirmation Order, the claims register maintained in the various Chapter 11 Cases shall be deemed consolidated into a single claim register in respect of the consolidated Estate. Further, Claims asserted against multiple Debtors shall be deemed to constitute a single Claim against the consolidated Estate. Counsel to Debtors: Jerry L. Hall, Esq. Michael E. Comerford, Esq. KATTEN MUCHIN ROSENMAN LLP 50 Rockefeller Plaza New York, NY 10020 Telephone: (212) 940-8800 Facsimile: (212) 940-8776 Email: jerry.hall@katten.com michael.comerford@katten.com Allison E. Yager, Esq. Kenneth N. Hebeisen, Esq. KATTEN MUCHIN ROSENMAN LLP 525 W. Monroe Street Chicago, IL 60661 Telephone: (312) 902-5200 Facsimile: (312) 902-1061 Email: allison.yager@katten.com ken.hebeisen@katten.com Jeremy W. Ryan, Esq. L. Katherine Good, Esq. R. Stephen McNeill, Esq. Maria Kotsiras, Esq. POTTER ANDERSON & CORROON LLP 1313 N. Market Street, 6th Floor Wilmington, DE 19801 Telephone: (302) 984-6000 Facsimile: (302) 658-1192 Email: jryan@potteranderson.com kgood@potteranderson.com rmcneill@potteranderson.com mkotsiras@potteranderson.com - and - Yelena E. Archiyan, Esq. KATTEN MUCHIN ROSENMAN LLP 2121 N. Pearl Street, Suite 1100 Dallas, TX 75201 Telephone: (214) 765-3600 Facsimile: (214) 765-3602 Email: yelena.archiyan@katten.com A copy of the Order dated October 6, 2023, is available at https://tinyurl.ph/vGXpD from PacerMonitor.com. A copy of the Combined Disclosure Statement and Joint Chapter 11 Plan dated Oct. 6, 2023, is available at https://tinyurl.ph/AsKGx from PacerMonitor.com. About Tritek International Tritek International Inc., HyLife Foods Windom, LLC, Canwin Farms, LLC are entities that are part of the HyLife vertically integrated operation for the raising, production and sale of pork products. The companies' operations involve all aspects and stages of the pork production process, including the farming and sourcing of hogs, the packaging of pork at their processing facility, and the marketing and sale of such products throughout premium domestic and international end markets, primarily in the United States, Canada, Japan, Korea, and China. Tritek International and its affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 23-10520) on April 27, 2023. The petitions were signed by Grant Lazaruk, chief executive officer. At the time of the filing, Tritek International and HyLife Foods Windom reported as much as $50,000 in both assets and liabilities while Canwin Farms reported $1 million to $10 million in both assets and liabilities. Judge Thomas M. Horan presides over the Debtors' cases. The Debtors tapped Katten Muchin Rosenman, LLP and Potter Anderson & Corroon, LLP as bankruptcy counsel; PricewaterhouseCoopers, LLP as financial advisor; Intrepid Investment Bankers as investment banker; and Donlin Recano & Company, Inc. as claims and noticing agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by the law firms of Dechert, LLP and Saul Ewing, LLP. UNCONDITIONAL LOVE: Oct. 30 Deadline Set for Panel Questionnaires ----------------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case of Unconditional Love Inc., et al. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://tinyurl.com/37r26zcb and return by email it to Richard Schepacarter - Richard.Schepacarter@usdoj.gov - at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on Oct. 30, 2023. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About Unconditional Love Founded in February 2019, Hello Bello is a retailer of baby necessities, selling products made with plant-based ingredients and organic botanicals across the baby, family, and wellness markets. The Company is headquartered in Los Angeles, California, with manufacturing plants located in the United States, Mexico, Canada, and China. On Oct. 23, 2023, Unconditional Love Inc. and its affiliate filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11759). The Debtors listed $100 million to $500 million in estimated assets and liabilities. The petitions were signed by Erica Buxton as chief executive officer. Hon. Mary F. Walrath presides over the cases. The Debtors tapped Young Stargatt & Taylor as Delaware bankruptcy counsels. Willkie Farr & Gallagher LLP is the Debtors' general bankruptcy counsel. Emerald Capital Advisors Corp. is the Debtors' restructuring advisor. Jefferies LLC is the Debtors' investment banker. Stretto, Inc. is the Debtors' notice, claims, solicitation & balloting agent. UNITED FURNITURE: Hires Baker Donelson as Special Counsel --------------------------------------------------------- Derek A. Henderson, the Trustee for United Furniture Industries, Inc. and its affiliates, seeks approval from the U.S. Bankruptcy Court for the District of Mississippi to employ Law Firm of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC as special counsel. The firm will represent the Trustee in adversary proceedings and related actions to pursue recovery of outstanding accounts receivable due and owing to the Debtor. The firm will be paid based upon its normal and usual hourly billing rates. E. Franklin Childress, Jr., a partner at Law Firm of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: E. Franklin Childress, Jr., Esq. Law Firm of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC 165 Madison Avenue, Suite 2000 Memphis, TN 38103 Telephone: (901) 526-2000 Email: fchildress@bakerdonelson.com About United Furniture Industries United Furniture Industries, Inc. manufactures and sells upholstery. It offers bonded leather and upholstery fabric recliners, reclining sofas and loveseats, sectionals, and sofa sleepers, as well as stationary sofas, loveseats, chairs, and ottomans. United Furniture Industries was subject to an involuntary Chapter 7 bankruptcy petition (Bankr. N.D. Miss. Case No. 22-13422) filed on Dec. 30, 2022. The petition was signed by alleged creditors Wells Fargo Bank, National Association, Security Associates of Mississippi Alabama LLC, and V & B International, Inc. On Jan. 18, 2023, the court entered the order for relief, thereby, converting the case to one under Chapter 11. On Jan. 31, 2023, eight affiliates of United Furniture Industries filed for Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of Mississippi. The affiliates are LS Logistics, LLC, Furniture Wood, Inc., UFI Transportation, LLC, United Wood Products, Inc., Associated Bunk Bed Company, FW Acquisition, LLC, UFI Royal Development, LLC, and UFI Exporter, Inc. Their Chapter 11 cases are jointly administered under Case No. 22-13422. Judge Selene D. Maddox oversees the cases. Wells Fargo is represented by R. Spencer Clift, III, Esq., while Security Associates is represented by Andrew C. Allen, Esq., at The Law Offices of Andrew C. Allen. Derek Henderson is the trustee appointed in the Debtors' Chapter 11 cases. The trustee hired McCraney, Montagnet, Quin, Noble, PLLC as bankruptcy counsel; King & Spencer, PLLC, NC Eminent Domain Law Firm and Mullin Hoard & Brown, LLP as special counsels; Harper Rains Knight & Company as financial advisor; and B. Riley Real Estate, LLC as real estate advisor. UPHEALTH HOLDINGS: Oct. 31 Deadline Set for Panel Questionnaires ---------------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case of UpHealth Holdings Inc. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://tinyurl.com/bds8dft and return by email it to Timothy Fox - Timothy.Fox@usdoj.gov - at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on Oct. 31, 2023. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About UpHealth Holdings UpHealth Holdings Inc. is a global digital health company delivering technology platforms, infrastructure and services to modernize care delivery and health management. UpHealth Holdings Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 23-11476) on Sept. 19, 2023. In the petition filed by Samuel J. Meckey, as chief executive officer, the Debtor reports estimated assets and liabilities between $100 million and $500 million each. Stuart M. Brown, Esq., at DLA Piper LLP (US), is the Debtor's counsel. US CELLULAR: Egan-Jones Retains B+ Senior Unsecured Ratings ----------------------------------------------------------- Egan-Jones Ratings Company on October 5, 2023, maintained its 'B+' foreign currency and local currency senior unsecured ratings on debt issued by United States Cellular Corporation. EJR also withdraws rating on commercial paper issued by the Company. Headquartered in Chicago, Illinois, United States Cellular Corporation is a wireless telecommunications services. VENUS CONCEPT: Essex Woodlands, Six Others Report 44.2% Stake ------------------------------------------------------------- In a Schedule 13D/A filed with the Securities and Exchange Commission, these entities and individuals reported beneficial ownership of shares of common stock of Venus Concept, Inc., as of Oct. 20, 2023: Shares Percent Beneficially of Reporting Person Owned Class EW Healthcare Partners, L.P. 3,377,321 43% EW Healthcare Partners-A, L.P. 135,880 2.4% Essex Woodlands Fund IX-GP, L.P. 3,513,201 44.2% Essex Woodlands IX, LLC 3,513,201 44.2% Martin P. Sutter 3,513,201 44.2% R. Scott Barry 3,513,201 44.2% Ronald Eastman 3,513,201 44.2% Steve Wiggins 3,513,201 44.2% Petri Vainio 3,513,201 44.2% This Amendment No. 9 was filed to reflect the purchase of additional shares of Senior Convertible Preferred Stock, par value $0.0001 of the Issuer that occurred on Oct. 20, 2023 pursuant to that certain Stock Purchase Agreement, as amended, wherein the Issuer issued 502,513 shares of Senior Preferred Stock to the Reporting Persons for $2,000,002 as a follow on investment under the 2023 Private Placement. According to the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed with the SEC on Aug. 14, 2023, the number of shares of the Issuer's Common Stock outstanding on Aug. 9, 2023 was 5,526,481 shares. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1409269/000119312523260788/d501290dsc13da.htm About Venus Concept Toronto, Ontario-based Venus Concept Inc. is an innovative global medical technology company that develops, commercializes, and delivers minimally invasive and non-invasive medical aesthetic and hair restoration technologies and related practice enhancement services. The Company's aesthetic systems have been designed on a cost-effective, proprietary and flexible platform that enables the Company to expand beyond the aesthetic industry's traditional markets of dermatology and plastic surgery, and into non-traditional markets, including family and general practitioners and aesthetic medical spas. Venus Concept reported a net loss of $43.58 million in 2022 compared to a net loss of $22.14 million in 2021. As of Dec. 31, 2022, the Company had $125.38 million in total assets, $116.64 million in total liabilities, and $8.74 million in stockholders' equity. Toronto, Canada-based MNP LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 27, 2023, citing that the Company has reported recurring net losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. WATER GREMLIN: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------ Three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Water Gremlin Company 23-11775 4400 Otter Lake Rd White Bear Township, MN 55110 Water Gremlin Holdings, Inc. 23-11776 4400 Otter Lake Rd White Bear Township, MN 55110 WG Sub, LLC 23-11774 4400 Otter Lake Rd White Bear Township, MN 55110 Business Description: The Debtors design and manufacture lead terminals for a wide variety of lead-acid batteries and other non-battery related products. Chapter 11 Petition Date: October 27, 2023 Court: United States Bankruptcy Court District of Delaware Judge: Hon. Laurie Selber Silverstein Debtors' General Bankruptcy Counsel: Alessandra Glorioso, Esq. DORSEY & WHITNEY (DELAWARE) LLP 300 Delaware Avenue, Suite 1010 Wilmington DE 19806 Tel: 302-425-7171 Email: glorioso.alessandra@dorsey.com Debtors' Investment Banker: INTREPID INVESTMENT BANKERS LLC Debtors' Financial Advisor: RIVERON RTS, LLC Debtors' Public Relations Provider: KEKST CNC Debtors' Public Relations Provider: PADILLA Water Gremlin Company's Estimated Assets: $10 million to $50 million Water Gremlin Company's Estimated Liabilities: $10 million to $50 million WG Sub, LLC's Estimated Assets; $0 to $50,000 WG Sub, LLC's Estimated Liabilities: $0 to $50,000 Water Gremlin Holdings' Estimated Assets: $10 million to $50 million Water Gremlin Holdings' Estimated Liabilities: $10 million to $50 million The petitions were signed by Bradley J. Hartsell as president. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/XJ4IZWA/Water_Gremlin_Company__debke-23-11775__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/XCRTF6A/WG_Sub_LLC__debke-23-11774__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/XSTGKAA/Water_Gremlin_Holdings_Inc__debke-23-11776__0001.0.pdf?mcid=tGE4TAMA List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Mizuho Bank Loan $21,627,881 c/o Mayer Brown 1221 Avenue of the Americas New York, NY 10020-1001 Attn: Monique J. Mulcare & Joaquin M. C De Baca Phone: 212-506-2181; 212-506-2158 Email: mmulcare@mayerbrown.com; jcdebaca@mayerbrown.com 2. Gopher Resource, LLC Trade Claim $516,395 2900 Lone Oak Parkway Ste 140A Eagan, MN 55121 Attn: Josh Heisick Phone: 844-275-2114 Email: ray.krantz@gopherresource.com 3. RoofCare Service Center LLC Trade Claim $276,372 851 E. I-65 Service Road S. Mobile, AL 36606 Attn: Legal Dept Phone: 800-444-7663; 972-278-9200 4. Ramsey County Property Taxes $240,287 County Assessor Office 90 Plato Blvd. West St Paul, MN 55107 Attn: Legal Dept Phone: 651-266-2131 5. Trans-Matic Manufacturing Trade Claim $183,910 300 E 48th Street Holland, MI 49423 Attn: Lori Dewitt Phone: 616-820-2500 Email: ldewitt@transmatic.com 6. Clarios LLC Trade Claim $176,139 Florist Tower 5757 N. Green Bay Ave Glendale, WI 53209 Attn: Mark Wallace Email: timothy.h.orth@jci.com 7. Xcel Energy Utility Claim $150,438 414 Nicollet Mall Minneapolis, MN 55401 Attn: Robert Frenzel Phone: 612-330-5500 8. Doe Run Company Trade Claim $110,250 1801 Park 270 Drive Suite 300 St. Louis, MO 63146 Attn: Matthew D. Wohl Phone: 314-453-7100 Email: esnudden@doerun.com 9. Epicor Software Corporation Trade Claim $77,305 807 Las Cimas Pkwy Austin, TX 78746 Attn: Heidi DeGrazia Phone: 512-328-2300 10. Thomas Scientific Trade Claim $53,787 7125 Northland Terrace N Suite 100 Brooklyn Park, MN 55428 Attn: Brad Johnson Tel: 888-559-3312; 763-559-3008 Fax: 763-559-7372 Email: brad@ncimicro.com 11. East Penn Manufacturing Co Trade Claim $52,920 102 Deka Road Lyon Station, PA 19536 Attn: Bryce Galcycnski Tel: 610-682-6361 Fax: 610-682-4781 Email: contactus@eastpenn-deka.com 12. Chemsolv LLC Trade Claim $52,515 1140 Industry Avenue, S.E. Roanoke, VA 2401 Attn: Jamie Austin Tel: 540-427-4000 Fax: 540-427-3207 13. Masterson Personnel Inc Provision $51,343 3300 Fernbrook Lane North of Services Suite 200 Plymouth, MN 55447 Attn: Ken Masterson Tel: 763-233-5000 14. Grainger, Inc. Trade Claim $31,994 100 Grainger Parkway Lake Forest, IL 0 Attn: Legal Dept 15. Owens Companies, Inc. Trade Claim $30,633 930 East 80th Street Bloomington, MN 55420 Attn: Mary Castaneda Phone: 952-854-3800 16. UHS Premium Billing Healthcare $28,510 PO Box 94017 5505 N. Cumberland Ave. Suite 307 Palatine, IL 0 Attn: Legal Dept 17. White Bear Township Utility Claim $27,828 1281 Hammond Road White Bear Township, MN 55110 Attn: Patrick Christopherson Tel: 651-747-2750 Fax: 651-426-2258 Email: adminoffices@whitebeartownship.org 18. Entherm, Inc. Trade Claim $27,557 500 East Travelers Trail Suite 100 Burnsville, MN 55337 Attn: Melinda Zanmiller Tel: 952-888-1771 Fax: 952-888-1942 Email: melinda@entherm.com 19. Nordson EFD LLC Trade Claim $21,585 PO Box 777959 Chicago, IL 0 Attn: Yoshabel Jorge Phone: 401-431-7000 Email: yjorge@efd-inc.com 20. WestRock Trade Claim $17,650 1000 Abernathy Rd NE Sandy Springs, GA 30328 Attn: Legal Dept 21. Cintas Corporation Trade Claim $17,443 6800 Cintas Blvd PO Box 625737 Cincinnati, OH 45262 Attn: Legal Dept Phone: 513-459-1200 22. Stanley Engineered Trade Claim $17,056 Fastening LLC 4 Shelter Rock Lane Danbury, CT 0 Attn: Legal Dept Phone: 203-837-36000 Email: knumedahl@acument.com 23. OEE Companies LLC Trade Claim $16,900 855 Village Center Dr #336 North Oaks, MN 55127 Attn: Jason Schaller Phone: 612-440-5714 Email: jasons@oeecompanies.com 24. A&S Manufacturing Co Trade Claim $15,618 3246 Collins St Philadelphia, PA 19134 Attn: Steve Churchill Phone: 888-651-6149; 888-651-6149x1 Email: info@asmfginc.com; schurchill@asmfginc.com 25. Power/Mation Division, Inc. Trade Claim $14,980 1310 Energy Lane Saint Paul, MN 55108 Attn: Al Rausch Tel: 651-605-3300 Fax: 651-605-4400 26. Magellan Rx Management Inc Healthcare $11,128 PO Box 783053 Philadelphia, PA 0 Attn: Ken Fasola Tel: 866-554-2673 27. United Health Group Healthcare $10,833 PO Box 1459 Minneapolis, MN 0 Attn: Legal Dept Phone: 800-328-5979 28. McMaster-Carr Supply Co Trade Claim $9,862 P.O. Box 4355 Chicago, IL 60680 Attn: Jay Kozak Phone: 630-834-9427 Email: elm.ar@mcmaster.com 29. Midland Paper Company Trade Claim $9,490 1140 Paysphere Circle Chicago, IL 60674 Attn: Nick Rog Tel: 612-623-2400 Fax: 847-403-6320 Email: nick.rog@midlandpaper.com 30. Motion Industries, Inc. Trade Claim $9,118 3226 Blair Ave St. Louis, MO 63107 Attn: Linda Wood Phone: 314-421-0919 Email: linda.wood@motion-ind.com WATER GREMLIN: Nov. 2 Deadline Set for Panel Questionnaires ----------------------------------------------------------- The United States Trustee is soliciting members for committee of unsecured creditors in the bankruptcy case of Water Gremlin Company, et al. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://tinyurl.com/3r4ma8s3 and return by email it to Rosa Sierra - Rosa.Sierra-Fox@usdoj.gov - and Jonathan Lipshie - Jonathan.Lipshie@usdoj.gov - at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on Nov. 2, 2023. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About Water Gremlin Water Gremlin Company designs and manufactures lead terminals for a wide variety of lead-acid batteries and other non-battery related products. Water Gremlin Company and its two affiliates filed for bankruptcy protection on October 27, 2023 (Bankr. D. Del., Lead Case No. 23-11775). The petitions were signed by Bradley J. Hartsell as president. The Debtors reported $10 million to $50 million in estimated assets and $10 million to $50 million in estimated liabilities. The Hon. Laurie Selber Silverstein presides over the cases. The Debtors tapped Dorsey & Whitney (Delaware) LLP as their general bankruptcy counsel. Intrepid Investment Bankers LLC serves as the Debtors' investment banker; Riveron RTS, LLC serves as the financial advisor; and Kekst CNC and Padilla serve as the public relations provider. WE KICK: Unsecureds Will be Paid in Full, to Get $2K Monthly ------------------------------------------------------------ We Kick Brass, LLC, submitted a 1st Amended Disclosure Statement The Debtor's inventory varies daily, but it usually has about $40,000 worth of merchandise on hand each day. The furniture, fixtures and equipment are worth approximately $10,000. The Debtor's ability to fully fund the plan depends solely on the Debtor's retail sales. Under the Plan, Class 4 consists of General unsecured creditors. Unsecured creditors will be paid in full over sixty months. The Debtor will pay $2,1,48.50 per month which the creditors will receive pro rata share. The class is impaired. The Plan offers to pay all creditors 100% of their allowed claims. Counsel for the Debtor: Brian K. McMahon, Esq. BRIAN K. MCMAHON, P.A. 1401 Forum Way, Suite 730 West Palm Beach, FL 33401 Tel: (561) 478-2500 Fax: (561) 478-3111 E-mail: briankmcmahon@gmail.com A copy of the Disclosure Statement dated October 6, 2023, is available at https://tinyurl.ph/pYEFQ from PacerMonitor.com. About We Kick Brass We Kick Brass, LLC, is a firearms retailer that was formed on May 18, 2020. The Debtor sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-14789) on June 20, 2023, listing $100,001 to $500,000 on both assets and liabilities. Judge Erik P Kimball oversees the case. Brian K. McMahon, Esq. at the Law Firm of Brian K. McMahon, P.A., is the Debtor's counsel. WINESTEAD LLC: Nov. 28 Hearing on Disclosure Statement ------------------------------------------------------ Judge Mark Houle will convene a hearing to consider final approval of the disclosure statement of Winestead, LLC, on November 28, 2023 at 2:00 p.m., if any objections are timely made thereto. By Oct. 13, 2023, Winestead will give notice to all of its creditors and parties-in-interest of the following dates and deadlines: (a) Nov. 7, 2023 as the deadline by which creditors may accept or reject the Plan; (b) Nov. 7, 2023 as the deadline for filing objections to the disclosure statement and the Plan; (c) Nov. 28, 2023 as the date for the hearing (at 2:00 p.m.) on final approval of the disclosure statement if an objection is timely filed; and (d) Nov. 28, 2023 at 2:00 p.m. as the time and date for the confirmation hearing for the Plan. Attorney for Winestead LLC: Stuart J. Wald, Esq. Law Offices of Stuart J. Wald 26583 Calle Gregorio Menifee, CA 92585 Tel: (310) 429-3354 E-mail: stuart.wald@gmail.com About Winestead LLC Winestead, LLC, is a local boutique winery in Newport Beach offering wine made with the finest grapes sourced from Temecula Valley, Paso Robles and Lodi, Calif. Winestead filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 22-14222) on Nov. 8, 2022. In the petition filed by its manager, Douglas G. Weins, the Debtor reported assets between $500,000 and $1 million and liabilities between $1 million and $10 million. Judge Mark Houle oversees the case. The Debtor tapped Robert B Rosenstein, Esq., at Rosenstein & Associates as legal counsel, and Global Tax & Accounting, Inc., as accountant. WIPE-OUT LOGISTICS: Wins Cash Collateral Access on Final Basis -------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Kentucky, Bowling Green Division, authorized Wipe-Out Logistics, LLC to use cash collateral in the ordinary course of business, on a final basis. The Debtor is permitted to use cash collateral in accordance with the budget, subject to reasonable variances, and as when such expenses become due and payable. As adequate protection of its interest in cash collateral, First Bank & Trust and the Small Business Administration are deemed to have a continued security interest in the Debtor's accounts to the extent of its security interest as existed in cash collateral prior to the commencement of the bankruptcy case. A copy of the order is available at https://urlcurt.com/u?l=SA51ur from PacerMonitor.com. About Wipe-Out Logistics, LLC Wipe-Out Logistics, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Kent. Case No. 23-10736) on September 29, 2023. In the petition signed by Mirnes Matt Muminovic, managing member, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Joan A. Lloyd oversees the case. Robert C. Chaudoin, Esq., at Harlin Parker, represents the Debtor as legal counsel. [^] BOND PRICING: For the Week from October 23 to 27, 2023 ---------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- 2U Inc TWOU 2.250 63.250 5/1/2025 99 Escrow Issuer Inc NDN 7.500 35.057 1/15/2026 99 Escrow Issuer Inc NDN 7.500 35.543 1/15/2026 99 Escrow Issuer Inc NDN 7.500 35.543 1/15/2026 Acorda Therapeutics Inc ACOR 6.000 65.849 12/1/2024 Amyris Inc AMRS 1.500 13.063 11/15/2026 At Home Group Inc HOME 7.125 25.250 7/15/2029 At Home Group Inc HOME 7.125 21.130 7/15/2029 Audacy Capital Corp CBSR 6.750 1.471 3/31/2029 Audacy Capital Corp CBSR 6.500 0.778 5/1/2027 Audacy Capital Corp CBSR 6.750 2.064 3/31/2029 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Bausch Health Americas Inc BHCCN 8.500 44.004 1/31/2027 Bausch Health Americas Inc BHCCN 8.500 44.707 1/31/2027 Benefitfocus Inc BNFT 1.250 95.000 12/15/2023 Biora Therapeutics Inc BIOR 7.250 58.500 12/1/2025 Brixmor LLC BRX 6.900 9.875 2/15/2028 CBS Broadcasting Inc CBS 7.125 99.541 11/1/2023 CNG Holdings Inc CNGHLD 12.500 86.033 6/15/2024 CNG Holdings Inc CNGHLD 12.500 86.033 6/15/2024 CNG Holdings Inc CNGHLD 12.500 86.033 6/15/2024 CWT Travel Group Inc CWTTRV 8.500 30.282 11/19/2026 Citizens Financial Group CFG 6.375 81.000 N/A Clearwater Paper Corp CLW 5.375 97.878 2/1/2025 Clovis Oncology Inc CLVS 1.250 9.555 5/1/2025 Clovis Oncology Inc CLVS 4.500 9.250 8/1/2024 Clovis Oncology Inc CLVS 4.500 8.968 8/1/2024 Curo Group Holdings Corp CURO 7.500 22.424 8/1/2028 DIRECTV Holdings LLC / DIRECTV Financing Co DTV 6.000 13.820 8/15/2040 DIRECTV Holdings LLC / DIRECTV Financing Co DTV 6.350 7.707 3/15/2040 DTE Energy Center LLC DTEENE 7.458 88.301 4/30/2024 Danimer Scientific Inc DNMR 3.250 29.360 12/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 1.250 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 2.000 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 1.243 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 1.250 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 1.250 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 1.243 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 1.101 8/15/2027 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.000 1/15/2023 Endo Finance LLC / Endo Finco Inc ENDP 5.375 5.000 1/15/2023 Energy Conversion Devices ENER 3.000 0.551 6/15/2013 Envision Healthcare Corp EVHC 8.750 5.000 10/15/2026 Envision Healthcare Corp EVHC 8.750 4.808 10/15/2026 Esperion Therapeutics Inc ESPR 4.000 50.010 11/15/2025 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 19.500 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 19.563 7/15/2026 Federal Home Loan Banks FHLB 4.500 99.405 10/27/2023 Federal Home Loan Banks FHLB 4.750 99.415 10/27/2023 Federal Home Loan Banks FHLB 4.500 99.900 10/27/2023 Federal Home Loan Banks FHLB 4.600 99.776 10/27/2023 Federal Home Loan Banks FHLB 4.550 99.413 10/27/2023 Federal National Mortgage Association FNMA 5.125 87.297 4/26/2024 First Citizens Bancshares Inc/TX FIRCTZ 6.000 91.531 9/1/2028 First Citizens Bancshares Inc/TX FIRCTZ 6.000 91.531 9/1/2028 GNC Holdings Inc GNC 1.500 0.474 8/15/2020 Gannett Media Corp GCI 4.750 95.500 4/15/2024 Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022 H-Food Holdings LLC / Hearthside Finance Co HEFOSO 8.500 24.212 6/1/2026 H-Food Holdings LLC / Hearthside Finance Co HEFOSO 8.500 24.176 6/1/2026 Hallmark Financial Services Inc HALL 6.250 18.500 8/15/2029 Inseego Corp INSG 3.250 40.250 5/1/2025 Invacare Corp IVC 4.250 2.285 3/15/2026 Invacare Corp IVC 5.000 83.125 11/15/2024 JPMorgan Chase Bank NA JPM 2.000 79.845 9/10/2031 Karyopharm Therapeutics KPTI 3.000 53.838 10/15/2025 Laboratory Corp of America Holdings LH 4.000 99.936 11/1/2023 Liberty Interactive LLC LINTA 8.250 26.261 2/1/2030 Liberty Interactive LLC LINTA 8.500 26.658 7/15/2029 Lumen Technologies Inc LUMN 6.875 34.862 1/15/2028 MBIA Insurance Corp MBI 16.915 4.250 1/15/2033 MBIA Insurance Corp MBI 16.905 2.731 1/15/2033 Macy's Retail Holdings M 7.875 93.535 3/1/2030 Macy's Retail Holdings M 7.875 93.535 3/1/2030 Mashantucket Western Pequot Tribe MASHTU 7.350 42.736 7/1/2026 Morgan Stanley MS 1.800 67.379 8/27/2036 NOA Bancorp Inc NOABAN 6.700 92.031 11/1/2028 NOA Bancorp Inc NOABAN 6.700 92.031 11/1/2028 National Rural Utilities Cooperative Finance Corp NRUC 3.000 98.555 11/15/2023 National Rural Utilities Cooperative Finance Corp NRUC 3.400 96.383 12/15/2023 OMX Timber Finance Investments II LLC OMX 5.540 0.850 1/29/2020 Oceaneering International OII 4.650 99.415 11/15/2024 Omeros Corp OMER 5.250 40.250 2/15/2026 Omeros Corp OMER 6.250 96.600 11/15/2023 Photo Holdings Merger Sub Inc SFLY 8.500 40.625 10/1/2026 Photo Holdings Merger Sub Inc SFLY 8.500 40.625 10/1/2026 Polar US Borrower LLC / Schenectady International Group SIGRP 6.750 44.446 5/15/2026 Polar US Borrower LLC / Schenectady International Group SIGRP 6.750 45.852 5/15/2026 Porch Group Inc PRCH 0.750 14.000 9/15/2026 Radiology Partners Inc RADPAR 9.250 36.773 2/1/2028 Radiology Partners Inc RADPAR 9.250 36.981 2/1/2028 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Rite Aid Corp RAD 7.700 8.715 2/15/2027 Rite Aid Corp RAD 6.875 6.271 12/15/2028 Rite Aid Corp RAD 6.875 6.271 12/15/2028 RumbleON Inc RMBL 6.750 46.460 1/1/2025 SBL Holdings Inc SECBEN 7.000 60.000 N/A SBL Holdings Inc SECBEN 7.000 61.000 N/A SVB Financial Group SIVB 3.500 56.000 1/29/2025 SVB Financial Group SIVB 4.000 1.625 N/A SVB Financial Group SIVB 4.100 1.750 N/A SVB Financial Group SIVB 4.250 1.250 N/A Shift Technologies Inc SFT 4.750 0.875 5/15/2026 Signature Bank/New York NY SBNY 4.000 3.375 10/15/2030 Signature Bank/New York NY SBNY 4.125 3.440 11/1/2029 Starwood Property Trust STWD 5.500 99.814 11/1/2023 Starwood Property Trust STWD 5.500 99.924 11/1/2023 State Street Corp STT 5.625 95.887 N/A Synovus Financial Corp SNV 5.900 88.871 2/7/2029 Talen Energy Supply LLC TLN 6.500 34.288 6/1/2025 Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026 Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026 Talen Energy Supply LLC TLN 6.500 26.875 9/15/2024 Talen Energy Supply LLC TLN 7.000 26.875 10/15/2027 Talen Energy Supply LLC TLN 10.500 34.750 1/15/2026 Talen Energy Supply LLC TLN 6.500 26.875 9/15/2024 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 Tricida Inc TCDA 3.500 9.853 5/15/2027 US Renal Care Inc USRENA 10.625 43.000 7/15/2027 US Renal Care Inc USRENA 10.625 39.950 7/15/2027 UTB Financial Holding Co UTBFIN 6.500 96.123 9/1/2028 UpHealth Inc UPH 6.250 24.500 6/15/2026 Veritone Inc VERI 1.750 35.250 11/15/2026 Virgin Galactic Holdings SPCE 2.500 38.344 2/1/2027 WeWork Cos Inc WEWORK 7.875 3.125 5/1/2025 WeWork Cos LLC WEWORK 15.000 46.750 8/15/2027 WeWork Cos LLC WEWORK 11.000 12.000 8/15/2027 WeWork Cos LLC WEWORK 12.000 8.288 8/15/2027 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 11.375 7/10/2025 WeWork Cos LLC / WW Co-Obligor Inc WEWORK 5.000 11.250 7/10/2025 Wesco Aircraft Holdings WAIR 9.000 9.419 11/15/2026 Wesco Aircraft Holdings WAIR 8.500 3.579 11/15/2024 Wesco Aircraft Holdings WAIR 13.125 2.603 11/15/2027 Wesco Aircraft Holdings WAIR 8.500 3.579 11/15/2024 Wesco Aircraft Holdings WAIR 9.000 9.419 11/15/2026 Wesco Aircraft Holdings WAIR 13.125 2.603 11/15/2027 Western Global Airlines WGALLC 10.375 0.500 8/15/2025 Western Global Airlines WGALLC 10.375 0.320 8/15/2025 Yum! Brands Inc YUM 3.875 99.674 11/1/2023 ********* 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. 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