/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240701.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, July 1, 2024, Vol. 28, No. 182 Headlines 22ND CENTURY: Reduces Debt by $1.5MM via GVB Payment AB INTERNATIONAL: Registers 4.5B Shares of Alumni for Resale ACCELERATION EDUCATIONAL: Taps Jenkins Management as Accountant ACTIVE LIFE: Seeks to Hire Darby Law Practice as Counsel ALL IN ONE: Hires Magee Goldstein Lasky & Sayers as Attorney ANI PHARMACEUTICALS: S&P Hikes ICR to 'BB-' on Alimera Acquisition ANTONOPOULOS LLC: Case Summary & 11 Unsecured Creditors APPLIED DNA: Regains Compliance With Nasdaq's Equity Requirement ARC MANAGEMENT: Seeks to Extend Plan Exclusivity to September 23 ARCH THERAPEUTICS: Inks Backstop Deal to Secure Uplist PIPE Funding ARTS BUSINESS: Seeks to Hire Savastano Kaufman as Accountant BARNES & NOBLE: Leonard Riggio Reports Equity Stake BASIC FUN: Case Summary & 30 Largest Unsecured Creditors BAUDAX BIO: Seeks to Extend Plan Exclusivity to August 20 BEN'S CREEK: Seeks to Hire Dundon Advisers as Financial Adviser BIO-KEY INTERNATIONAL: Issues $2.36M Note at 14.83% Discount BIO-KEY INTERNATIONAL: Registers 333,334 Shares Under 2023 Plan BION ENVIRONMENTAL: Director Stephen Craig Scott Reports Ownership BIOTRICITY INC: Raises $500K Through Private Placement BLACKBERRY LTD: All Proposals Passed at Annual Meeting BOYS MECHANICAL: Case Summary & 20 Largest Unsecured Creditors BRITEWASH AUTO: Seeks to Hire RoganMillerZimmerman as Counsel BRUNER ENTERPRISES: Case Summary & One Unsecured Creditor CHICKEN SOUP: Case Summary & 30 Largest Unsecured Creditors CLEAN ENERGY: Signs Agreement to Sell $1.1 Million Worth of Units CMM MINEOLA: Taps Law Offices of Michael E. Gazette as Counsel COACH USA: Hires Houlihan Lokey Capital as Investment Banker COACH USA: Seeks to Hire Spencer Ware of CR3 Partners as CRO COACH USA: Seeks to Hire Young Conaway Stargatt as Co-Counsel COACH USA: Seeks to Tap Alston & Bird as Bankruptcy Co-Counsel COACH USA: Taps Kroll Restructuring as Administrative Advisor CQENS TECHNOLOGIES: Board Appoints William Bartkowski as Secretary CSC HOLDINGS: $2.50BB Bank Debt Trades at 16% Discount CV SCIENCES: Inks New Employment Agreements With Top Execs CYTODYN INC: Hires Marcum LLP as New Auditor DESARROLLOS GJOM: Case Summary & One Unsecured Creditor DIRIGO GLOBAL: Seeks to Hire Purdy Powers as Accountant DMK PHARMACEUTICALS: Plan Exclusivity Period Extended to Aug. 2 DS26 LLC: Seeks to Hire Darby Law Practice as Bankruptcy Counsel DURECT CORP: Board Committee Dismisses Ernst & Young as Auditor ELENAROSE CAPITAL: Plan Exclusivity Period Extended to August 16 EMCORE CORP: Noel Heiks Quits as Director EMX ROYALTY: All Three Proposals Approved at Annual Meeting ENERGY FOCUS: Raises $0.85 Million From Private Placement EYECARE PARTNERS: $250MM Bank Debt Trades at 44% Discount FINANCE OF AMERICA: Inks Exchange Offer Support Agreement FISKER INC: Davis Polk Advises Business on Chapter 11 Cases FOSSIL GROUP: S&P Downgrades ICR to 'CCC', Outlook Negative FOUNDEVER WORLDWIDE: $1.40BB Bank Debt Trades at 22% Discount GGA REDDY: Hires Hughes Watters Askanase as General Counsel GLOBAL TECHNOLOGIES: Hikes Shareholder Equity via Stock Exchange GT GIST: Seeks to Hire Ledbetter Law as Bankruptcy Counsel GULF SOUTH: Seeks to Extend Plan Exclusivity to August 14 HAWKEYE ENTERTAINMENT: Seeks to Extend Plan Exclusivity to Oct. 12 HELIUS MEDICAL: All Five Proposals Approved at Annual Meeting HEYCART INC: Committee Hires Porzio Bromberg & Newman as Counsel HEYCART INC: Committee Taps Levene Neale Bender as Local Counsel HIS MAJESTY'S: Hires Bankruptcy Law Offices as Legal Counsel INNOVATE LOAN: Voluntary Chapter 11 Case Summary INSPIRED GIFTS: Case Summary & 17 Unsecured Creditors INTERACTIVE HEALTH: Taps Newpoint Advisors as Financial Advisor INVIVO THERAPEUTICS: Plan Exclusivity Period Extended to August 29 IVANTI SOFTWARE: $1.75BB Bank Debt Trades at 21% Discount IVANTI SOFTWARE: $465MM Bank Debt Trades at 21% Discount IVANTI SOFTWARE: $545MM Bank Debt Trades at 33% Discount KAST MEDIA: Unsecureds Will Get 3.74% of Claims over 5 Years KENSINGTON REALTY: Taps Dahiya Law Offices as Bankruptcy Counsel KIDKRAFT INC: Committee Seeks to Tap Spencer Fane as Lead Counsel KIDKRAFT INC: Committee Taps Archer & Greiner as Co-Counsel KIDKRAFT INC: Committee Taps Dundon Advisers as Financial Adviser L.O.F. INC: Seeks to Extend Plan Exclusivity to October 7 LOGIX INTERMEDIATE: S&P Lowers ICR to 'CCC-', Outlook Negative LUMEN TECHNOLOGIES: $1.63BB Bank Debt Trades at 31% Discount LUMEN TECHNOLOGIES: $1.63BB Bank Debt Trades at 33% Discount LUMEN TECHNOLOGIES: $377MM Bank Debt Trades at 16% Discount LVL TECHNOLOGIES: Seeks to Hire Rieker & Co. CPA as Accountant MAGENTA BUYER: $3.18BB Bank Debt Trades at 44% Discount MAVENIR SYSTEMS: $145MM Bank Debt Trades at 25% Discount MAVENIR SYSTEMS: $585MM Bank Debt Trades at 25% Discount METAVINE INC: Plan Exclusivity Period Extended to July 1 MGT CAPITAL: Issues 103.5M Common Shares After Warrants Exercise NAKED JUICE: $450MM Bank Debt Trades at 19% Discount NANO MAGIC: Dismisses UHY LLP as Auditor; Replacement Named NANOSTRING TECHNOLOGIES: Plan Exclusivity Period Extended to Aug. 2 NEONODE INC: Appoints Crowe LLP as New Auditor NEUEHEALTH INC: Secures up to $150-Mil. in New Term Loan Facility NIRVANA INVESTMENT: Taps Farsad Law Office as Bankruptcy Counsel NOVO INTEGRATED: Amends Purchase Agreement With Streeterville OCUGEN INC: 4 of 6 Proposals Approved at Annual Meeting OPTIO RX: U.S. Trustee Appoints Creditors' Committee POET TECHNOLOGIES: Issues Voting Results of Annual Meeting PUBLIC PREPARATORY: S&P Lowers ICR to 'BB', Outlook Negative PURDUE PHARMA: Kleinberg Kaplan Partner Comments on Court Ruling PURDUE PHARMA: SC Rules 5-4 to Reject Plan, Sackler Releases RC BUYER: S&P Alters Outlook to Positive, Affirms 'B-' ICR RC BUYER: S&P Alters Outlook to Positive, Affirms 'B-' ICR REVERB BUYER: $1.05BB Bank Debt Trades at 25% Discount SANDVINE LP: S&P Downgrades ICR to 'CCC-' on Going Concern Doubt SINCLAIR TELEVISION: $740MM Bank Debt Trades at 30% Discount SKILLSOFT FINANCE II: $640MM Bank Debt Trades at 21% Discount SMC ENTERTAINMENT: Hires RBSM to Replace Olayinka as Auditor SOUTHWESTERN MATTRESS: Taps Ross, Smith & Binford as Counsel STAFFING 360: Effects 1-for-10 Reverse Stock Split STAFFING 360: Fails to Comply With Nasdaq's Equity Requirement STEWARD HEALTH: Committee Taps Akin Gump Strauss Hauer as Counsel STEWARD HEALTH: PCO Taps Greenberg Traurig as Legal Counsel STEWARD HEALTH: PCO Taps SAK Management as Operations Advisor STITCH ACQUISITION: $370MM Bank Debt Trades at 70% Discount SUNMEADOWS LLC: Committee Taps Winthrop Golubow as Legal Counsel TADA VENTURES: Seeks to Hire Larry A. Vick as Bankruptcy Counsel TELESAT LLC: $1.91BB Bank Debt Trades at 53% Discount TERRABELLA STUDIOS: U.S. Trustee Unable to Appoint Committee TOSCA SERVICES: $626.5MM Bank Debt Trades at 16% Discount TRANSOCEAN LTD: Amends Articles to Reflect Share Capital Changes TRANSOCEAN LTD: Registers 22.5M Shares for Issuance Under 2015 LTIP TRC FARMS: Seeks to Hire Agriment Realty as Real Estate Broker TRIPLE 7: Committee Taps Dentons Bingham Greenebaum as Counsel TROTTA TIRES II: Case Summary & 15 Unsecured Creditors TY TRUCKING: Seeks to Tap Brian D. Johnson PC as Legal Counsel VALCOUR PACKAGING: $160MM Bank Debt Trades at 51% Discount VAPOTHERM INC: Perceptive Advisors, 3 Others Disclose 32.4% Stake WELLPATH HOLDINGS: $500MM Bank Debt Trades at 36% Discount WESCO AIRCRAFT: Plan Exclusivity Period Extended to September 23 WHITE COLUMNS: Seeks to Hire H & H Realty as Real Estate Broker WW INTERNATIONAL: $945MM Bank Debt Trades at 58% Discount XTI AEROSPACE: Amends Business Combination Agreement YZ ENTERPRISE: Seeks to Hire DeMarco & Associates as Accountant [^] BOND PRICING: For the Week from June 24 to 28, 2024 ********* 22ND CENTURY: Reduces Debt by $1.5MM via GVB Payment ---------------------------------------------------- 22nd Century Group, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that effective June 24, 2024, GVB Biopharma, the Company's former subsidiary, made a scheduled principal and interest payment against the Company's outstanding indebtedness with JGB Partners, LP and related affiliates, reducing the Company's total outstanding principal indebtedness with JGB by $1.5 million to approximately $8.3 million. The amount was paid by GVB directly to the lender under terms of the note executed in conjunction with GVB's December 2023 purchase of 22nd Century Group's previous hemp/cannabis assets. The promissory note is secured by the assets acquired by GVB. The remaining $500,000 due under the note has been extended to December 31, 2024. Said Larry Firestone, Chairman and CEO: "We continue to make substantial progress across our key business objectives as we work to create value for our stockholders. With this most recent payment by GVB, we have now reduced our total outstanding debt and related obligations to just $8.3 million, with $1.5 million of non-operating assets pledged, as compared to $15.8 million as of December 31, 2023. The rapid repayment of our senior and subordinated debt has significantly lowered our cash and noncash interest expense." About 22nd Century Group Mocksville, N.C.-based 22nd Century Group, Inc. is a tobacco products company with sales and distribution of its own proprietary new reduced nicotine tobacco products authorized as Modified Risk Tobacco Products by the FDA. Additionally, it provides contract manufacturing services for conventional combustible tobacco products for third-party brands. For the year ended December 31, 2023, the Company reported a net loss of $140.8 million compared to a net loss of $59.8 million in 2022. As of December 31, 2023, the Company had $27.5 million in total assets, $35.9 million in total liabilities, and $8.4 million in total shareholders' deficit. Buffalo, N.Y.-based Freed Maxick, CPAs, PC., the Company's auditor since 2011, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has incurred significant losses and negative cash flows from operations since inception and expects to incur additional losses until such time that it can generate significant revenue and profit in its tobacco business. Further, the Company has negative working capital and a shareholders' deficit as of December 31, 2023. This raises substantial doubt about the Company's ability to continue as a going concern. AB INTERNATIONAL: Registers 4.5B Shares of Alumni for Resale ------------------------------------------------------------ AB International Group Corp. disclosed in a Preliminary Prospectus on Form S-1 filed with the U.S. Securities and Exchange Commission that pursuant to the prospectus, Alumni Capital LP, a Delaware Limited Partnership, is offering on a resale basis from time to time an aggregate of up to 4,500,000,000 shares of common stock, par value $0.001 per share, of the Company. Shares amounting to 3,000,000,000 shares of Common Stock are purchasable by Alumni Capital pursuant to the terms and conditions of the Purchase Agreement that the Company entered into with Alumni Capital on June 13, 2024. Pursuant to the Purchase Agreement, the Company has the right to "put"," or sell, at our discretion, up to $5,000,000 worth of shares of Common Stock to Alumni Capital. This arrangement is also sometimes referred to as the "Equity Line" and the $5,000,000 amount is sometimes referred to as the "Commitment Amount." The 3,000,000,000 shares of Common Stock to be issued in connection with the Purchase Agreement would only represent approximately $420,000 using 70% of the lowest daily VWAP for the five days ending on June 24, 2024, which is far below $5,000,000 (the full amount of the Purchase Agreement). As a result, given the Company's stock price, it may only be able to raise a small portion of the entire commitment amount under the Purchase Agreement. Shares amounting to 1,500,000,000 are purchasable upon exercise at $0.00128 per share by Alumni Capital pursuant to the terms and conditions of a Common Stock Purchase Warrant. The number of shares under the Common Stock Purchase Warrant is subject to change based on the following formula: (i) 50% of the Commitment Amount, less the exercise value of all partial exercises prior to the Exercise Date, divided by (ii) the Exercise Price on the Exercise Date. The exercise price per was calculated by dividing $3,000,000 by the total number of issued and outstanding shares of common stock as of June 13, 2024. The exercise price is subject to change based on a change in the number of our outstanding shares. AB International said, "We are not selling any shares of Common Stock under this prospectus and will not receive any of the proceeds from the sale of the Common Stock by Alumni Capital. However, we may receive up to an aggregate of $5 million in proceeds from the sale of our Common Stock to Alumni Capital pursuant to the Equity Line and up to $2.5 million in proceeds if Alumni Capital exercises the Common Stock Purchase Warrant." The Selling Stockholder may sell all or a portion of the shares being offered pursuant to the Prospectus at fixed prices, at prevailing market prices at the time of sale, at varying prices or at negotiated prices. The Selling Stockholder is considered an underwriter within the meaning of the Securities Act of 1933, and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act of 1933 in connection with such sales. In such event, any commissions received by such broker-dealers or agents, and any profit on the resale of the shares purchased by them, may be deemed to be underwriting commissions or discounts under the Securities Act of 1933. The Common Stock is quoted on the OTCPink, under the symbol "ABQQ." On June 24, 2024, the last reported sale price of the Common Stock on the OTCPink was $0.0002 per share. On May 18, 2023, the Company's board of directors and majority shareholder approved giving the board of directors' discretionary authority for a period of one year to approve the filing of a certificate of change to our articles of incorporation to conduct a reverse split of its issued and outstanding shares of its common stock by a ratio of not less than 1-for-2,000 and not more than 1-for-20,000. On April 22, 2024, the board approved a reverse split of our common stock at the ratio of 1-for 2,000. The Company have submitted a notice and application with FINRA for the reverse split and it is currently under review. Because it has not yet received a market effective date for the reverse split, the prospectus and the documents incorporated by reference into the prospectus do not give effect to the reverse stock split. The Company's board of directors has the authority to abandon the reverse split at any time before the market effective date. A full-text copy of the Preliminary Prospectus is available at: https://www.sec.gov/Archives/edgar/data/1605331/000166357724000159/abqq_s1.htm About AB International Headquartered in Mt. Kisco, N.Y., AB International Group Corp. is an intellectual property (IP) and movie investment and licensing firm, focused on acquisitions and development of various intellectual property, including the acquisition and distribution of movies. AB International cautioned in its Quarterly Report for the period ended February 29, 2024 that substantial doubt exists regarding the Company's ability to continue as a going concern. According to the Company, as of Feb. 29, 2024, the Company had an accumulated deficit of approximately $12.8 million and a working capital deficit of approximately $0.7 million. For the six months ended February 29, 2024, the Company incurred a net loss and the net cash used in operating activities was approximately $40,000. As of Feb. 29, 2024, the Company had $1.79 million in total assets, $1.28 million in total liabilities, and $505,452 in total stockholders' equity. ACCELERATION EDUCATIONAL: Taps Jenkins Management as Accountant --------------------------------------------------------------- Acceleration Educational Services, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to hire Jenkins Management Consulting, P.C. as accountant. The firm's services include the preparation of their payroll, tax returns and financial statements as needed. Jenkins will also perform various items of accounting work necessary for the Debtor. The firm will charge $350 per month for its services. For other services, the firm will be paid at these rates: Christopher E. Jenkins, CPA $250 Sharon Rogers $100 Christopher E. Jenkins, CPA, an accountant at Jenkins, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Christopher E. Jenkins, CPA Jenkins Management Consulting, P.C. 243 Commerce Street PO Box 2155 Greenville, NC 27836 Phone: (252) 439-1185 Fax: (252) 439-1184 Email: chris.jenkins@jmgmtc.com About Acceleration Educational Services, Inc. Acceleration Educational Services, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-01643) on May 16, 2024, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Joseph N. Callaway presides over the case. David J Haidt, Esq. at Ayers & Haidt, P.A. represents the Debtor as counsel. ACTIVE LIFE: Seeks to Hire Darby Law Practice as Counsel -------------------------------------------------------- Active Life Integrated Health seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Darby Law Practice, Ltd. as counsel. The firm will render these services: (a) advise the Debtor regarding its rights, powers, and duties in the continued operation of its business and management of its properties; (b) take all necessary action to protect and preserve the Debtor's estate; (c) prepare legal papers; (d) attend meetings and negotiations with the Subchapter 5 trustee, representatives of creditors, equity holders or prospective investors or acquirers and other parties in interest; (e) appear before the court, any appellate courts and the Office of the United States Trustee to protect the interests of the Debtor; (f) pursue approval of confirmation of a plan of reorganization and approval of the corresponding solicitation procedures and disclosure statement; and (g) perform all other necessary legal services. The Debtor paid the firm a retainer of $9,328. The hourly rate for the firm's professionals is $550, and will also be reimbursed for reasonable out-of-pocket expenses incurred. Kevin Darby, Esq., an attorney at Darby Law Practice, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Kevin A. Darby, Esq. Tricia M. Darby, Esq. Darby Law Practice, Ltd. 499 W. Plumb Lane, Suite 202 Reno, NV 89509 Telephone: (775) 322-1237 Facsimile: (775) 996-7290 Email: kevin@darbylawpractice.com tricia@darbylawpractice.com About Active Life Integrated Active Life Integrated Health filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Nev. Case No. 24-50587) on June 12, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Kevin A. Darby, Esq., at Darby Law Practice, Ltd. represents the Debtor as bankruptcy counsel. ALL IN ONE: Hires Magee Goldstein Lasky & Sayers as Attorney ------------------------------------------------------------ All In One Land Concepts, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Virginia to hire Magee Goldstein Lasky & Sayers, P.C. as its attorneys. The firm's services include: a. advising the Debtor with respect to its powers and duties as debtor in possession in the continued management and operation of its business and properties; b. advising and consulting on the conduct of the Bankruptcy Case, including all of the legal and administrative requirements of operating in chapter 11; c. attending meetings and negotiating with representatives of Debtor's creditors and other parties in interest; d. taking all necessary action to protect and preserve the Debtor's estate; e. preparing all pleadings, including motions, applications, answers, orders, reports, and papers necessary or otherwise beneficial to the administration of the Debtor's estate; f. representing the Debtor in connection with obtaining post-petition financing, if necessary; g. advising the Debtor in connection with any potential sale of assets; h. appearing before the Court to represent the interests of the Debtor's estate before the Court; i. taking any necessary action on behalf of the Debtor to negotiate, prepare on behalf of the Debtor, and obtain approval of a chapter 11 plan and documents related thereto; and j. performing all other necessary or otherwise beneficial legal services to the Debtor in connection with prosecution of this Bankruptcy Case. The firm received a retainer in the amount of $20,000, which includes including the filing fee of $1,738. Magee is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Andrew S. Goldstein, Esq. MAGEE GOLDSTEIN LASKY & SAYERS, P.C. PO Box 404 Roanoke, VA 24003-0404 Tel: (540) 343-9800 Fax: (540) 343-9898 Email: agoldstein@mglspc.com All In One Land Concepts, LLC All In One Land Concepts, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va. Case No. 24-60644) on June 18, 2024, listing $100,001 to $500,000 in both assets and liabilities. Andrew S Goldstein, Esq. at Magee Goldstein Lasky & Sayers, P.C. represents the Debtor as counsel. ANI PHARMACEUTICALS: S&P Hikes ICR to 'BB-' on Alimera Acquisition ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on ANI Pharmaceuticals Inc. to 'BB-' from 'B+' and its issue-level rating on its senior secured debt to 'BB-' from 'B+'. The recovery rating remains '3'. The stable outlook reflects S&P's expectation that ANI will generally sustain S&P Global Ratings-adjusted (gross) leverage at 2.5x-3.5x, 4%-9% organic revenue growth, and modest margin expansion over the next two years. The upgrade reflects improved visibility into ANI's financial policy, including S&P's expectation that it will generally maintain S&P Global Ratings-adjusted (gross) leverage below 3.5x. S&P said, "Although the company's leverage was previously below 3.5x, our rating was constrained by its stated appetite to expand its rare disease business, as well as uncertainty around the leverage impact of such acquisitions. We believe the Alimera acquisition satisfies that appetite, and expect the company will focus on organic growth over the next two to three years. "The company's stated financial policy is supported by two equity offerings over the past few years and its track record of moderate leverage levels over the medium term. Moreover, as a relatively small, publicly traded company with substantial product concentration and exposure to the generic drugs industry, we believe both management and equity investors would not generally be comfortable with high leverage. "We expect ANI will raise about $280 million of incremental senior secured debt in addition to $130 million-$150 million of cash to fund the acquisition and associated transaction fees. We assume the acquisition will close near the end of the third quarter of 2024. "Although the company has a committed source of financing, it is not yet certain how the acquisition funding will influence the capital structure. At this point, we are not expecting or incorporating any changes to our recovery analysis or the existing '3' recovery rating on the company's secured debt. We plan to update to our recovery analysis when additional information on ANI's pro forma capital structure is available. "The acquisition improves ANI's rare disease portfolio, adding two high-growth, commercialized products with meaningful barriers to generic competition. We believe the patents on products ILUVIEN and YUTIQ run through 2027 and 2030, respectively. Both products involve the injection of a small implant into the eye with a slow release of fluocinolone, a steroid, for multiple years to prevent inflammation. "We believe these products have meaningful barriers to generic competition because we expect a multiyear clinical trial would be required to approve a generic version of this drug-device combination. In addition, manufacturing these products is particularly complex in our view, and we believe the limited market for both products (which we estimate to be less than $200 million in peak sales annually combined) limits risk from generic competition on these products. "That said, advancements in ophthalmology or diabetes treatments could limit the potential market for these newly acquired products. Additionally, the products currently compete with AbbVie's OZURDEX for diabetic macular edema and Bausch + Lomb's RETISERT for noninfectious uveitis-posterior segment. While the acquired products have some differentiation from their competitors, we expect it will be challenging for ANI to sustain 10%-20% annual revenue growth. "The acquisition reduces ANI's reliance on its top product but increases its reliance on its rare disease segment and revenue concentration from its top-three products. We estimate the acquisition will reduce the concentration of Purified Cortrophin Gel (PCG) to about 27% of revenues from about 32% but increase the concentration of the company's rare disease segment to about 43% of revenues from about 32%, as well as constitute well over half of its EBITDA. "Given the product concentration, we believe deterioration in the prospects for these key products could drive the company toward acquisition-driven growth, especially absent internal research and development (R&D) capabilities in the branded business segments. Moreover, as ANI continues to grow, the size of the acquisitions needed to expand growth will likely increase. Indeed, the upfront acquisition costs for Alimera are more than two times what ANI paid for Novitium Pharma and five times its purchase price for the new drug applications for Merck's corticotropin assets in 2015. "The Alimera acquisition provides some revenue and cost synergies with the combination of the sales force from Alimera and ANI's efforts to market PCG in ophthalmology, an indication that accounts for 10%-15% of prescriptions in its therapeutic class. "Although ANI effectively executed on its generics portfolio and PCG strategies over the last few years, we believe there are near-term risks that the additional complexity of operating in multiple geographies and against much larger branded pharmaceutical companies could cause the company to fall short of its recent successes. However, we believe the fact that ANI is relying on third-party manufacturing and acquiring an intact sales team helps limit the execution risk. "The stable outlook reflects our expectation that ANI will generally sustain S&P Global Ratings-adjusted (gross) leverage of 2.5x-3.5x, 4%-9% organic revenue growth, and modest margin expansion over the next two years. "We could lower our rating on ANI if we expect its S&P Global Ratings-adjusted debt to EBITDA to remain above 3.5x on a sustained basis. Although unexpected, this could occur as a result of additional debt-funded acquisitions in the near term. "Although unlikely over the next 12 months, we could raise our rating on ANI if the company demonstrates a commitment to maintaining S&P Global Ratings-adjusted debt leverage below 2.5x." ANTONOPOULOS LLC: Case Summary & 11 Unsecured Creditors ------------------------------------------------------- Debtor: Antonopoulos LLC 4113 NE 77th St Seattle, WA 98115-5125 Business Description: Antonopoulos is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Debtor owns approximately 0.67 acres of land located in Seattle, WA valued at $6.7 million. Chapter 11 Petition Date: June 28, 2024 Court: United States Bankruptcy Court Western District of Washington Case No.: 24-11635 Judge: Hon. Timothy W Dore Debtor's Counsel: Thomas A. Buford, Esq. BUSH KORNFELD LLP 601 Union St., Suite 5000 Seattle, WA 98101-2373 Tel: (206) 292-2110 Fax: (206) 292-2104 Email: tbuford@bskd.com Total Assets: $6,740,954 Total Liabilities: $2,470,855 The petition was signed by Costas Antonopoulos as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2YN5VWY/Antonopoulos_LLC__wawbke-24-11635__0001.0.pdf?mcid=tGE4TAMA APPLIED DNA: Regains Compliance With Nasdaq's Equity Requirement ---------------------------------------------------------------- Applied DNA Sciences, Inc. reported in a Form 8-K filed with the Securities and Exchange Commission that on June 27, 2024, it received formal notification from The Nasdaq Stock Market LLC confirming that, based on the information contained in the Company's Form 8-K, dated June 18, 2024, the Company complies with Nasdaq Listing Rule 5550(b)(1), which requires issuers listed on The Nasdaq Capital Market to maintain stockholders' equity of at least $2.5 million. If, at the time of its next periodic report, the Company does not evidence compliance with the Stockholders' Equity Requirement, the Company may be subject to delisting. At that time, Nasdaq will provide written notification to the Company, which may then appeal Nasdaq's determination to a Hearings Panel. About Applied DNA Applied DNA Sciences, Inc. -- http//www.adnas.com -- is a biotechnology company developing and commercializing technologies to produce and detect deoxyribonucleic acid ("DNA") and ribonucleic acid ("RNA"). Using polymerase chain reaction ("PCR") to enable the production and detection of DNA and RNA, the Company currently operates in three primary business markets: (i) the enzymatic manufacture of synthetic DNA for use in the production of nucleic acid-based therapeutics (including biologics and drugs) and, through our recent acquisition of Spindle, the development and sale of a proprietary RNA polymerase ("RNAP") for use in the production of mRNA therapeutics; (ii) the detection of DNA and RNA in molecular diagnostics and genetic testing services; and (iii) the manufacture and detection of synthetic DNA for industrial supply chain security services. The Company has recurring net losses. The Company incurred a net loss of $5,624,064 and generated negative operating cash flow of $6,967,672 for the six-month period ended March 31, 2024. At March 31, 2024, the Company had cash and cash equivalents of $3,149,640. These factors raise substantial doubt about the Company's ability to continue as a going concern for one year from the date of issuance of these financial statements, according to the Company's Quarterly Report for the period ended March 31, 2024. ARC MANAGEMENT: Seeks to Extend Plan Exclusivity to September 23 ---------------------------------------------------------------- ARC Management Group, LLC asked the U.S. Bankruptcy Court for the Northern District of Georgia to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to September 23 and November 23, 2024, respectively. The Debtor claims that it cannot formulate a plan of reorganization or solicit acceptances of a plan until the settlement agreement between Debtor, Flock, and Libertas is finalized as the terms of that agreement play a pivotal role in the plan provisions. It does not appear that the parties will have a final settlement agreement prior to the current deadlines for the Exclusivity Periods in this Case; therefore, Debtor requires an extension of such deadlines. The Debtor seeks an extension to the Exclusivity Periods to preclude the costly disruption and instability that would occur if competing plans were proposed or in having to amend a premature plan. The Debtor explains that the request for an extension will not unfairly prejudice or pressure Debtor's creditors or grant Debtor any unfair bargaining leverage. Debtor needs creditor support to confirm any plan, so Debtor is in no position to impose or pressure its creditors to accept unwelcome plan terms. The Debtor seeks an extension of the Exclusivity Periods to advance the case and to finalize the settlement agreement with Flock and Libertas. The Debtor asserts that termination of the current Exclusivity Periods may engender duplicative expense and litigation associated with multiple competing plans. Any litigation with respect to competing plans and resulting administrative expenses will only decrease recoveries to Debtor's creditors and significantly delay, if not undermine entirely, the possibility of prompt confirmation of a plan of reorganization. ARC Management Group, LLC is represented by: Ceci Christy, Esq. ROUNTREE LEITMAN KLEIN & GEER, LLC Century Plaza I 2987 Clairmont Road, Suite 350 Atlanta, GA 30329 Tel: (404) 584-1238 About ARC Management Group ARC Management Group, LLC, is a provider of billing, collection and debt recovery services. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-61742) on Nov. 28, 2023. In the petition signed by William D. Wilson, chief executive officer, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Judge Wendy L. Hagenau oversees the case. William Rountree, Esq., at Rountree, Leitman, Klein & Geer, LLC, represents the Debtor as legal counsel. ARCH THERAPEUTICS: Inks Backstop Deal to Secure Uplist PIPE Funding ------------------------------------------------------------------- Arch Therapeutics, Inc. disclosed in a form 8-K Report filed with the U.S. Securities and Exchange Commission that on June 19, 2024, certain of the PIPE Investors (the "Backstop Buyers") agreed that in the event that as of the close of business on the date that is 10 calendar days prior to the date the Company reasonably expects the closing of the Uplist PIPE to occur there is not an amount of funds in escrow for the Uplist PIPE equal to $5,900,000 less the aggregate purchase price paid for the 2024 Notes, then each of the Backstop Buyers will deposit in escrow the purchase price for a pro rata share of an amount, no greater than $1,500,000, equal to (A) $320,000 plus (B) (i) $5,900,000, minus (ii) the amount of funds in escrow on the Escrow Date, minus (iii) the aggregate purchase price paid by PIPE Investors for the 2024 Notes of additional PIPE Pre-Funded Warrants (as defined below) and PIPE Investor Warrants under the PIPE SPA and shall purchase such additional PIPE Pre-Funded Warrants and PIPE Investor Warrants at the Uplist PIPE closing. In consideration for the execution by the Backstop Buyers of the Backstop Agreement, the Company agreed to issue to the Backstop Buyers, as soon as practicable, pre-funded warrants, in form and substance substantially similar to the PIPE Pre-Funded Warrants, to purchase an aggregate of 225,000 shares of the Company's common stock, par value $0.001 per share. The Company also agreed to issue to the Backstop Buyers (i) additional pre-funded warrants to purchase an amount of shares of Common Stock equal to 0.5 shares per dollar of funding deposited under the Backstop Agreement, or up to an aggregate of 750,000 shares, and (ii) investor warrants, in form and substance substantially similar to the PIPE Investor Warrants, to purchase an amount of shares of Common Stock equal to 0.65 shares per dollar of funding deposited under the Backstop Agreement, or up to an aggregate of 975,000 shares. The resale prospectus in the registration statement on Form S-1, filed by the Company with the Securities and Exchange Commission on October 26, 2022, as subsequently, currently covers the resale of the shares of Common Stock underlying the Backstop Pre-Funded Warrants and the Backstop Common Warrants. The Resale Prospectus assumes that no Escrow Deficiency will occur and thus no funding will be deposited under the Backstop Agreement and no Funding Backstop Pre-Funded Warrants or Backstop Common Warrants will be issued. Uplist PIPE As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on November 15, 2023, the Company and certain institutional and accredited individual investors (collectively, the "PIPE Investors") entered into a Securities Purchase Agreement on November 8, 2023, as subsequently amended on June 19, 2024 by Amendment No. 1 to Securities Purchase Agreement, pursuant to which the Company agreed to issue and sell to the PIPE Investors (i) warrants to purchase an aggregate of 1,430,650 shares of Common Stock and (ii) warrants (to purchase an aggregate 1,430,650 shares of Common Stock, at a purchase price of $4.124 per PIPE Pre-Funded Warrant to purchase one share of Common Stock and accompanying PIPE Investor Warrant to purchase one share of Common Stock, for aggregate gross proceeds of $5.9 million, before deducting placement agent fees and estimated offering expenses, and expected net proceeds of $5.4 million after deducting placement agent fees and estimated offering expenses payable by the Company. The PIPE Pre-Funded Warrants and PIPE Investor Warrants will be issued as part of a private placement offering authorized by the Company's board of directors (the "Uplist PIPE"). The Company currently intends to use the net proceeds it receives from the Uplist PIPE for product marketing and for general working capital purposes. The purpose of the Uplist PIPE is mainly to assist the Company in meeting the initial listing requirements of Cboe, including for purposes of the minimum stockholders' equity requirement and the requirement of the Company to achieve its listing in connection with a firm commitment underwritten public offering. A sufficient number of PIPE Investors agreed to waive the obligation to purchase securities under the PIPE SPA for one of the original PIPE Investors. Between December 13, 2023 and March 28, 2024, certain of the PIPE Investors advanced the Company an aggregate of $1.25 million as partial prepayment of their respective purchase price under the PIPE SPA, which funds were advanced outside of the escrow provided for in the PIPE SPA, and which funds have been available to the Company in support of its operations. On May 15, 2024, the 2024 Notes Investors purchased an aggregate of $2,220,000 in principal amount of 2024 Notes for an aggregate purchase price of $1,850,000, which amount was paid through the surrender and cancellation of the PIPE Advances by the 2024 Notes Investors and an incremental amount of $600,000 in cash. Under the PIPE SPA, a PIPE Investor's obligation to purchase PIPE Pre-Funded Warrants and PIPE Investor Warrants is reduced by the purchase price paid by such PIPE Investor for 2024 Notes under the 2024 Notes SPA. Accordingly, it is currently anticipated that PIPE Pre-Funded Warrants to purchase an aggregate of 982,056 shares of Common Stock and PIPE Investor Warrants to purchase an aggregate of 982,056 shares of Common Stock will be issued in the Uplist PIPE, for gross proceeds of $4,050,000, and expected net proceeds of $3,528,000, while the $2,220,000 in principal amount of 2024 Notes will automatically convert at the closing of the primary offering included in the Registration Statement into (i) 2024 Note Conversion Pre-Funded Warrants (as defined below) to purchase an aggregate of 538,182 shares of Common Stock and (ii) 2024 Note Uplist Conversion Warrants to purchase an aggregate of 538,182 shares of Common Stock, reflecting a net addition for the benefit of the PIPE Investors that are 2024 Notes Investors of an aggregate of 89,700 shares underlying the 2024 Note Conversion Pre-Funded Warrants and 2024 Note Uplist Conversion Warrants, respectively, that is the result of the premium of the principal amount of $2,220,000 of the 2024 Notes over their purchase price of $1,850,000 (which purchase price, as stated above, has reduced the aggregate purchase price of the securities sold in the PIPE SPA). The closing of the Uplist PIPE is contingent upon, among other conditions, the Registration Statement being declared effective by the SEC and the approval of the listing of the Common Stock on any securities exchange registered with the SEC as a "national securities exchange" under Section 6 of the Securities Exchange Act of 1934, as amended, and the closing is expected to occur immediately prior to the pricing of the Primary Offering. Under the PIPE SPA Amendment No. 1, the PIPE SPA was amended to redefine "Uplist" as the listing of the Company's Common Stock on any securities exchange registered with the SEC as a "national securities exchange" under Section 6 of the Exchange Act. Further, the PIPE SPA was amended to make reference to the Backstop Agreement and to reduce the obligation to purchase securities under the PIPE SPA dollar for dollar by the aggregate Purchase Price paid by such PIPE Investor for the 2024 Notes pursuant to the 2024 Notes SPA. The Company also entered into a Registration Rights Agreement with the PIPE Investors dated November 8, 2023, as subsequently amended on June 19, 2024 by Amendment No. 1 to Registration Rights Agreement, pursuant to which the Company is obligated, subject to certain conditions, to file with the SEC within the earlier of (i) the closing date of the Uplist and (ii) the 60th calendar day following the date of the PIPE Registration Rights Agreement one or more registration statements to register the PIPE Warrant Shares, the 2022 Note Uplist Conversion Warrant Shares and the 2022 Note Conversion Pre-Funded Warrant Shares for resale under the Securities Act of 1933, as amended. The Company's failure to satisfy certain filing and effectiveness deadlines and certain other requirements set forth in the PIPE Registration Rights Agreement may subject the Company to payment of monetary penalties. The Resale Prospectus currently covers the resale of the PIPE Warrant Shares, the 2022 Note Uplist Conversion Warrant Shares and the 2022 Note Conversion Pre-Funded Warrant Shares. On July 7, 2022, the Company announced that it had entered into a Securities Purchase Agreement, as subsequently amended with certain institutional and accredited individual investors providing for the issuance and sale by the Company to the 2022 Investors of Convertible Promissory Notes. Under certain amendments to the 2022 Notes, 95% of the then outstanding principal amount of the 2022 Notes shall automatically convert into shares of Common Stock, with the conversion price for purposes of such 2022 Notes Automatic Conversion being $4.00, upon the closing of the Uplist. Upon the 2022 Notes Automatic Conversion and to the extent that the beneficial ownership of a holder of 2022 Notes would increase over the applicable ownership limitation, the 2022 Notes Holder will receive pre-funded warrants in lieu of shares of Common Stock otherwise issuable to the 2022 Notes Holder in connection with the 2022 Notes Automatic Conversion, which 2022 Note Conversion Pre-Funded Warrants shall have an exercise price of $0.001 per share, may be exercised on a cashless basis, shall be exercisable immediately upon issuance and shall contain a customary beneficial ownership limitation provision. In addition, upon the 2022 Notes Automatic Conversion, the 2022 Notes Holders shall receive a warrant to purchase a number of shares of Common Stock equal to 10 times the dollar amount under the 2022 Notes that was converted in the 2022 Notes Automatic Conversion. The 2022 Note Uplist Conversion Warrant shall have an exercise price per share of $4.00 and shall otherwise be identical to the PIPE Investor Warrants. PIPE Advances Under the terms of the PIPE Advances, since the Common Stock has not been approved for listing on the Nasdaq Capital Market by March 31, 2024, with respect to a portion of the PIPE Advances, or April 30, 2024, with respect to the remainder of the PIPE Advances, the Company has issued to the advancing parties (A) additional pre-funded warrants to purchase up to an aggregate of 75,776 shares of Common Stock (which represents a 25% addition) and (B) additional investor warrants to purchase up to an aggregate of 75,776 shares of Common Stock. The Resale Prospectus currently covers the resale of the shares of Common Stock underlying the PIPE Advance Penalty Pre-Funded Warrants and the PIPE Advance Penalty Common Warrants. 2024 Notes As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on May 21, 2024, the Company entered into a Securities Purchase Agreement on May 15, 2024 with certain institutional and accredited individual investors who are also PIPE Investors providing for the issuance and sale by the Company to the 2024 Notes Investors certain Secured Promissory Notes convertible into shares of Common Stock. As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on June 18, 2024, an additional investor, which is not a PIPE Investor, purchased 2024 Notes on June 12, 2024 in the principal amount of $180,000, including an original issue discount of $30,000. The 2024 Notes were issued as part of a convertible notes offering authorized by the Company's board of directors. In connection with the 2024 Notes Financing, the Company issued and sold to the 2024 Notes Investors and the Additional 2024 Notes Investor the 2024 Notes in the aggregate principal amount of $2,400,000, which includes an aggregate $400,000 original issue discount in respect of the 2024 Notes. The aggregate net proceeds for the sale of the 2024 Notes was approximately $2,000,000, after deducting issuance discounts. The closing of the sales of the 2024 Notes to the 2024 Notes Investors under the 2024 Notes SPA occurred on May 15, 2024. The Company is using the net proceeds from the 2024 Notes Financing primarily for working capital and general corporate purposes, and has not allocated specific amounts for any specific purposes. The 2024 Notes are convertible into an aggregate of 600,000 shares of Common Stock at the option of each holder of the 2024 Notes from their issuance date at the 2024 Conversion Price through the later of (i) the 2024 Notes Maturity Date and (ii) the date of payment of the Default Amount; provided, however, the 2024 Notes include a provision preventing such conversion if, as a result, the holder, together with its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder's, would be deemed to beneficially own more than 4.99% of the outstanding shares of the Common Stock immediately after giving effect to the conversion; and provided further, the holder, upon notice to the Company, may increase or decrease the 2024 Notes Ownership Limitation; provided that (i) the 2024 Notes Ownership Limitation may only be increased to a maximum of 9.99% of the outstanding shares of the Common Stock; and (ii) any increase in the 2024 Notes Ownership Limitation will not become effective until the 61st day after delivery of such waiver notice. The initial conversion price of the 2024 Notes shall be equal to $4.00 per share and may be reduced or increased proportionately as a result of any stock dividends, recapitalizations, reorganizations, and similar transactions. If the Company fails to deliver the shares of Common Stock issuable upon a conversion by the Deadline (as defined in the 2024 Notes), then the Company is obligated to pay such 2024 Note holder $5,000 per day in cash for each day beyond the Deadline. Upon the closing of the Primary Offering, 100% of the then outstanding principal amount of the 2024 Notes shall automatically convert (the "2024 Notes Automatic Conversion") into shares of Common Stock, with the conversion price for purposes of such 2024 Notes Automatic Conversion being $4.125. Upon the 2024 Notes Automatic Conversion and to the extent that the beneficial ownership of a holder of 2024 Notes (a "2024 Notes Holder" and, all holders of 2024 Notes together, the "2024 Notes Holders") would increase over the applicable 2024 Notes Ownership Limitation, the 2024 Notes Holder will receive pre-funded warrants (the "2024 Note Conversion Pre-Funded Warrants") in lieu of shares of Common Stock otherwise issuable to the 2024 Notes Holder in connection with the 2024 Notes Automatic Conversion, which 2024 Note Conversion Pre-Funded Warrants shall have an exercise price of $0.001 per share, may be exercised on a cashless basis, shall be exercisable immediately upon issuance and shall contain a customary beneficial ownership limitation provision. In addition, upon the 2024 Notes Automatic Conversion, the 2024 Notes Holder shall receive a warrant (the "2024 Note Uplist Conversion Warrant") to purchase a number of shares of Common Stock equal to the number of shares of Common Stock (or shares of Common Stock underlying 2024 Note Conversion Pre-Funded Warrants, if any) issued upon the 2024 Notes Automatic Conversion. The 2024 Note Uplist Conversion Warrant shall have an exercise price per share of $4.00 and shall otherwise be identical to the PIPE Investor Warrants. The Company also agreed in the 2024 Notes to file no later than 60 days after the closing of the Primary Offering a registration statement on Form S-4, or other appropriate form, registering the offer by the Company to exchange, on a one-for-one basis, all outstanding PIPE Investor Warrants, 2024 Note Uplist Conversion Warrants and Exchange Investor Warrants for newly issued warrants identical to the Investor Warrants being sold in the Primary Offering, which warrants are expected to be listed on Cboe under the symbol "ARTHW." About Arch Therapeutics Inc. Framingham, Mass.-based Arch Therapeutics, Inc. is a biotechnology company developing and marketing a products based on its innovative AC5 self assembling technology platform. As of December 31, 2023, the Company had $1,821,947 in total assets, $11,397,463 in total current liabilities, and $9,575,516 in total stockholders' deficit. Los Angeles, Calif.-based Weinberg & Company, P.A., the Company's auditor since 2024, issued a "going concern" qualification in its report dated February 14, 2024, citing that during the year ended September 30, 2023, the Company incurred a net loss and utilized cash flows in operations, and has had recurring losses since inception. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ARTS BUSINESS: Seeks to Hire Savastano Kaufman as Accountant ------------------------------------------------------------ Arts Business Collaborative, seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Savastano Kaufman & Company, LLC as its accountant. The firm will render these services: a. prepare the 2022 Audit; b. prepare the 2023 Audit; and c. prepare and file the 2023 Form 990 tax return. The firm will be paid at these rates: Partners $310 per hour Managers $235 per hour Staff $220 per hour Paraprofessionals $150 per hour Brett Bea, CPA, a partner at Savastano Kaufman, disclosed in the court filings that his firm is a "disinterested person" within the meaning of 11 U.S.C. 101(14). The accountant can be reached through: Brett A. Rea, C.P.A. Savastano, Kaufman & Company, LLC 21-00 Route 208 South, Suite 120 Fair Lawn, NJ 07410 Phone: (201) 796-7300 Fax: (201) 796-7301 Email: brett@skcpc.com About Arts Business Collaborative Arts Business Collaborative filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-40679) on February 14, 2024, listing $100,001 to $500,000 in assets and $1,000,001 to $10 million in liabilities. Judge Elizabeth S Stong presides over the case. Leo Fox, Esq. represents the Debtor as counsel. BARNES & NOBLE: Leonard Riggio Reports Equity Stake --------------------------------------------------- Leonard Riggio disclosed in a Schedule 13D/A Report filed with the U.S. Securities and Exchange Commission that as of June 11, 2024, he beneficially owned 37,781 shares of Barnes & Noble Education, Inc.'s common stock, representing 0.1% of the shares outstanding, calculated based upon the 1-for-100 reverse stock split effected by the Company on June 11, 2024 and the resulting approximately 26,200,000 shares of Common Stock issued and outstanding as of such date, as reported in the Company's Form 8-K dated June 11, 2024. Mr. Riggio is the direct beneficial owner of 13,998 of those shares, with sole power to vote and dispose of such shares. Mr. Riggio and his wife, Louise Riggio, are the indirect beneficial owners of 23,783 shares of Common Stock as co-trustees of The Riggio Foundation, a charitable trust in which neither Mr. Riggio nor Mrs. Riggio, nor any of their family members or affiliates, have any pecuniary interest. Mr. Riggio and Mrs. Riggio have the power to direct the vote and disposition of the 23,873 shares owned by The Riggio Foundation. In addition to the aforementioned 37,781 shares, Mrs. Riggio, as trustee of the Louise Riggio Living Trust, is the indirect beneficial owner of 7,320 share of Common Stock owned by the Louise Riggio Living Trust. Mrs. Riggio has the power to direct the vote and disposition of the 7,320 shares owned by the Louise Riggio Living Trust. A full-text copy of Mr. Riggio's SEC Report is available at: https://www.sec.gov/Archives/edgar/data/927587/000110465924074736/tm2418221d1_sc13da.htm About Barnes & Noble Education Basking Ridge, New Jersey-based Barnes & Noble Education, Inc. ("BNED") is one of the largest contract operators of physical and virtual bookstores for college and university campuses and K-12 institutions across the United States. It is one of the largest textbook wholesalers, inventory management hardware and software providers that operates 1,289 physical, virtual, and custom bookstores and serve more than 5.8 million students, delivering essential educational content, tools and general merchandise within dynamic omnichannel retail environment. The Company cautioned in its Quarterly Report on Form 10-Q for the quarterly period ended January 27, 2024, that its losses and projected cash needs, combined with its current liquidity levels and the maturity of its Credit Facility, which becomes due on December 28, 2024, raise substantial doubt about its ability to continue as a going concern. BASIC FUN: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------- Lead Debtor: Basic Fun, Inc. d/b/a Basic Fun d/b/a The Bridge Direct d/b/a Good Stuff d/b/a K'Nex d/b/a Tech 4 Kids d/b/a Uncle Milton 301 Yamato Road, Suite 4200 Boca Raton, FL 33431 Business Description: Basic Fun is a dynamic global designer and marketer of classic, innovative children's entertainment products. The Company's iconic brands and broad product portfolio are sold by leading retailers and distributors in over 60 countries around the world. Basic Fun has an omni-channel go-to market strategy with a strong presence online, in-store and in family entertainment venues. The Company's licensing partners include Hasbro, Disney, Mattel, Nintendo, Netflix, Coca Cola, Universal, Cloudco Entertainment, NFL and NBA. Basic Fun has a portfolio of powerhouse brands that include Care Bears, Tonka, Lite Brite, K'nex, Lincoln Logs, Tinker Toys, Playhut, Uncle Milton, Fisher Price Classics, Mash'ems and Littlest Pet Shop. Chapter 11 Petition Date: June 28, 2024 Court: United States Bankruptcy Court District of Delaware Five affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Basic Fun, Inc. (Lead Case) 24-11432 Basic Fun Holdco, LLC 24-11433 TGS Acquisition LLC 24-11434 TBDUM, LLC 24-11435 K'NEX UK Limited 24-11436 Judge: Hon. Craig T Goldblatt Debtors' General Bankruptcy Counsel: Shanti M. Katona, Esq. POLSINELLI PC 222 Delaware Avenue Suite 1101 Wilmington, DE 19801 Tel: (302) 252-0920 Fax: (302) 252-0921 Email: skatona@polsinelli.com Debtors' Financial Advisor: OPPENHEIMER & CO. INC. Debtors' Notice, Claims & Balloting Agent and Administrative Advisor: STRETTO, INC. Lead Debtor's Estimated Assets: $50 million to $100 million Lead Debtor's Estimated Liabilities: $50 million to $100 million The petitions were signed by Frank McMahon, chief financial officer. Full-text copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/PBRMOAA/Basic_Fun_Inc__debke-24-11432__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/PNCZ5PY/Basic_Fun_Holdco_LLC__debke-24-11433__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/VRZECLY/TGS_Acquisition_LLC__debke-24-11434__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/V5ETUIA/TBDUM_LLC__debke-24-11435__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/VYY6EUQ/KNEX_UK_Limited__debke-24-11436__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. Shaanxi An'best Toys Co., Ltd. Trade Claim $5,178,843 Yanhe Commercial Building No.1 Binnan Road, Hengkou, Ankang Shaanxi Province, China Attn: CEO or General Counsel Phone:: 86-514-85823988; 86-514-87856098 Email: anbest@anbesttoys.com 2. Early Light Industrial Co Ltd Trade Claim $1,974,224 No.9 Ka Fu Close Sheung Shui NT Hong Kong Attn: CEO or General Counsel Phone: 852-29448866 Email: info@earlylight.com.hk 3. Keng Fung International Trade Claim $888,817 Rm. B, 5/F, Kiu Yin Comm. Bldg. 361-363 Lockhart Rd., Wanchai Hong Kong Attn: CEO or General Counsel Phone: 852-34604266 4. Goodmax ACG Industry (HK) Trade Claim $738,517 Limited Rm 605, 6/F Fa Yuen Comm Bldg 75-77 Fa Yuen St Mongkok KLN, Hong Kong Attn: CEO or General Counsel Phone: 0769-81105188 Email: goodmax@goodmaxgroup.com 5. Jiangsu Holly Uwill Trade Claim $544,927 Int'l Co., Ltd Holly Bldg. 50 Zhong Hua Rd. Nanjing, JI China Attn: Marvin Kang Phone: 025-5227-8888; 86-25-52278699 Email: marvinkang@artall.com 6. Dongguan Zhida Trade Claim $521,310 Electronics Co., Ltd Number 108, Fumin Road Yuan Shan Bei Village, Chang Ping Town Dongguan, China Attn: CEO or General Counsel Phone: 0769-83331942 7. Faro Services, Inc. Trade Claim $360,314 7070 Pontius Rd Groveport, OH 43125 Attn: CEO or General Counsel Tel: 614-497-1700 Fax: 614-497-8318 8. Maxim Company(Taiwan) Ltd Trade Claim $327,690 2F, No.67 Sung Chiang Road Taipei, Taiwan Attn: CEO or General Counsel Phone: 886-2-2507-2591 9. Solar Tune Enterprise Ltd. Trade Claim $189,591 Unit 4A, 2/F., Block C, Hong Kong Industrial Centre 489-491 Castle Peak Road Kowloon, Hong Kong Attn: CEO or General Counsel Tel: 852-23070523; 852-2307-0523 Fax: 852-2743-2678 Email: solar@solartune.com.hk 10. Herald Metals & Plastic Trade Claim $183,563 3110, 31/F., Tower Two Lippo Centre, Queensway Hong Kong Attn: CEO or General Counsel P: 852-2726-8111; 852-2522-6181 Phone: 852-2810-0416 Email: heraldhk@heraldgroup.com.hk 11. Partners in Logistics UK Ltd Trade Claim $141,881 3 Banner Park Wickmans Drive Coventry Wem CV4 9XA United Kingdom Attn: Adam Phone: 0044-2475-31232 Email: adam@piluk.co.uk; abbas@piluk.co.uk 12. Transgroup Express LLC Trade Claim $140,739 dba Scan Global Logistics 18850 8th Avenue South Suite #100 Seattle, WA 98148 Attn: CEO or General Counsel Tel: 917-545-8067 Fax: 206-241-2166 Email: seattle.dom@scangl.com 13. Tectonic Technology Ltd. Trade Claim $133,470 Unit S-03, 8/F., PO Shing Industrial Building 23 Tai Yau Street, San PO Kong Kowloon, Hong Kong Attn: CEO or General Counsel Phone: 852-2663-3314 14. Qufu Longba Sports Goods Co. Ltd Trade Claim $132,220 HXQJ+WC5, Yulong Rd Qufu, Jining Shandong, 273165 China Attn: Adam Xu Phone: 86-537-4417736; 86-13863753239 Fax: 86-537-4413828 15. Apex Manufacturing Co., Ltd. Trade Claim $132,113 Unit B, 20/F., Wah Wing Industrial Building 14-20 Wing Yip Street Kwai Chung, N.T. Attn: CEO or General Counsel Tel: 852-2426-6999 Fax: 852-2481-4999 Email: apexmfg@apexmfg.com.hk 16. United Healthcare Ins Co. Trade Claim $128,729 900 Bren Rd E Mn008-T-615, Minnetonka, MN 55343 Attn: CEO or General Counsel 17. Lok Tai Toys Limited Trade Claim $114,253 Room 512, 5/F., Tower B New Mandarin Plaza, 14 Science Museum Road T.S.T. East Kowloon Attn: Keith Lam, Austin Lam Phone: 852-34175607 Email: lto_info@loktaion.com 18. Great Hill International Inc. Trade Claim $101,760 No.117 Singhua Rd Nangang District, Taipei Taiwan Attn: CEO or General Counsel 19. Fedex - Online Trade Claim $100,558 1715 Aaron Brenner Drive, Suite 600 Renaissance Center Memphis, TN 38120 Attn: CEO or General Counsel Phone: 866-728-8587 20. MCM 301 Yamato LLC Trade Claim $94,978 c/o Morning Calm Management LLC 301 Yamato Road, Suite 4160 Boca Raton, FL 33431 Attn: CEO or General Counsel 21. Anhui Changxing Arts & Trade Claim $92,836 Crafts Toy Group Inc Tianye Road, Yeshan Town Tianchang Anhui China Attn: Michael Jay Tel: 0086-550-7956333; 86-0550-7956333 Fax: 86-550-7957818 Email: jay@changxing.com.cn; 22. ELM Global Logistics Trade Claim $83,923 50 Emjay Blvd Brentwood, NY 11717 Attn: CEO or General Counsel Phone: 888-324-7075 Email: Info@ELMLogistics.com 23. Wintai Co., Ltd Trade Claim $76,576 (Life Ideas Co., Ltd) Room 1008, No.4 Development Avenue, Jiangmen Guangdong, China Attn: CEO or General Counsel Phone: 0086-750-3082101; 0086-750-3092188 Fax: 0086-750-3093933 Email: snow@wintaicn.com 24. Sailing Toys(HK) Company Limited Trade Claim $64,561 Room 1102, Building 4, Hehua Mansion Wenguan Road, Chenghai, Shantou City Guandong Province China Attn: CEO or General Counsel Phone: 86-0754-85805588 25. Tsun Tat Toy Co., Ltd Trade Claim $60,722 Unit 16, 8/F., The Rainbow No. 22 Wang Yip Street South Yuen Long, NT Hong Kong Attn: Taihong Yuen 26. Stile Associates Ltd. Trade Claim $52,991 181 S Franklin Ave, 4th Floor Valley Stream, NY 11581 Attn: Steven Heid Tel: 516-394-2100 Fax: 516-394-2195 27. Bar Logistics Inc dba Santa Fe Trade Claim $47,294 Warehouse 3416 Garfield Ave Commerce, CA 90040 Attn: CEO or General Counsel Phone: 323-727-7147 28. Etopia Consultancy Trade Claim $45,069 1a Elmhurst Road Slough, England, SL3 8LT United Kingdom Attn: CEO or General Counsel 29. License 2 Play Toys, LLC Trade Claim $41,800 63 Colony Ln Syosset, New York 1179 Attn: CEO or General Counsel Tel: 516-496-3479 Fax: 866-843-6200 30. Hong Kong Hung Yuan Trade Claim $36,450 Trading Limited Room 1201, 12/F, Tung Chun Commerical Centre 438-444 Shanghai Street Kowloon, Hong Kong Attn: CEO or General Counsel Phone: 86-13711813870 BAUDAX BIO: Seeks to Extend Plan Exclusivity to August 20 --------------------------------------------------------- Baudax Bio, Inc., asked the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to August 20 and October 19, 2024, respectively. Baudax Bio was a publicly traded biotechnology company based out of Malvern, Pennsylvania that has primarily focused on the development of two classes of drugs: (1) T cell receptor ("TCR") therapies utilizing human regulatory T cells ("Tregs"), and (2) Neuromuscular Blocking Agents ("NMBs") and an associated reversal agent. The Debtor has approximately 200 creditors, including secured, priority, and unsecured creditors. The bar date for non governmental creditors to file proofs of claim, June 10, 2024, has just passed. As of this date, 65 proofs of claim have been filed. In light of the Debtor's ongoing efforts to monetize its assets, the time required to analyze these proofs of claim, organize the Debtor's creditors into appropriate classes, and formulate a plan of reorganization that contemplates all forms of monetization of the Debtor's assets, the Debtor is requesting an extension of the exclusivity periods under section 1121(b) of the Bankruptcy Code. The Debtor claims that it should be afforded a full and fair opportunity to negotiate, propose, and seek acceptances to a confirmable plan of reorganization. The Debtor believes that the extension of the exclusive periods is warranted and appropriate under the circumstances and should be granted. It is submitted that the extension requested will not prejudice the legitimate interests of any creditor and will likely afford parties in interest an opportunity to pursue to fruition the beneficial objectives of a consensual reorganization. Baudax Bio, Inc. is represented by: David B. Smith, Esq. Nicholas M. Engel, Esq. SMITH KANE HOLMAN, LLC 112 Moores Road, Suite 300 Malvern, PA 19355 Telephone: (610) 407-7215 Facsimile: (610) 407-7218 Email: dsmith@skhlaw.com About Baudax Bio, Inc. Baudax Bio, Inc. is a biotechnology company focused on developing T cell receptor therapies utilizing human regulatory T cells, as well as a portfolio of clinical stage neuromuscular blocking agents and an associated reversal agent. Baudax Bio, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-10583) on February 22, 2024, listing up to $50,000 in assets and $10 million to $50 million in liabilities. The petition was signed by Gerri Henwood as chief executive officer. Judge Magdeline D Coleman presides over the case. David B. Smith, Esq. at SMITH KANE HOLMAN, LLC represents the Debtor as counsel. BEN'S CREEK: Seeks to Hire Dundon Advisers as Financial Adviser --------------------------------------------------------------- Ben's Creek Operations WV, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Dundon Advisers LLC to act as financial, marketing, and sale adviser. The firm's services include: a) managing a marketing and sale of the the Debtor's marketable assets (which is expected to be the primary focus of the engagement); b) providing assistance in the preparation of Monthly Operating Reports and other required bankruptcy related documentation as requested by the Debtor; c) assisting in negotiations with the the Debtor's various stakeholders including the Official Committee of Unsecured Creditors as requested by the Debtor; d) providing customary responsibilities of a financial advisor to a debtor under Chapter 11 of the United States Bankruptcy Code as specifically directed by the Debtor; e) providing testimony and affidavits as required relating to the foregoing upon request of the the Debtor; f) performing such other services as requested by the Debtors and agreed to by Dundon Adviser; and g) doing each of the foregoing in cooperation with, and without duplication of, the services provided by the Debtors' officers, including their Chief Restructuring Officer Christopher Walker. The firm will be paid at these hourly rates: Through 11/1/2024 10/31/2024 and After Principal $890 $960 Managing Director $790 $850 Senior Adviser $700 $755 Associate Director $550 $590 Senior Associate $450 $485 Associate $350 $350 As disclosed in the court filings, Dundon does not hold any interest adverse to the Debtors' estates, and is a "disinterested person" as defined by Bankruptcy Code section 101(14). The firm can be reached through: Joshua Nahas Dundon Advisers LLC Ten Bank Street, Suite 1100 White Plains, NY 10606 Tel: (917) 838-1930 About Ben's Creek Operations WV, LLC Ben's Creek Operations WV, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D.W.V. Case No. 2:24-bk-20079) on April 14, 2024. At the time of filing, the Debtor estimated $1,000,001 to $10 million in assets and $10,000,001 to $50 million in liabilities. The Debtor hires Flaherty Sensabaugh Bonasso PLLC as counsel. BIO-KEY INTERNATIONAL: Issues $2.36M Note at 14.83% Discount ------------------------------------------------------------ BIO-key International, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 24, 2024, it entered into and closed a note purchase agreement with Streeterville Capital, LLC, as lender, which provided for the issuance of a $2,360,000 principal amount senior secured promissory note. The Note carries an original issue discount of $350,000 and the Company agreed to pay $10,000 to the Lender to cover its transaction costs, which were deducted from the proceeds of the Note resulting in a total of $2,000,000 being funded to the Company at closing. The proceeds will be used for general working capital. The principal amount of the Note is due 18 following the date of issuance. Interest under the Note accrues at a rate of nine percent per annum. All repayments of principal due under the Note will be subject to an exit fee of seven percent of the principal amount being repaid. Commencing six months after the date of issuance of the Note, the Lender shall have the right to redeem up to $270,000 of principal amount under the Note each month which amount plus the Exit Fee will be due and payable three business days after the Lender's delivery of a redemption notice to the Company. At the end of each month following the Redemption Start Date, if the Company has not reduced the outstanding balance under the Note by at least $270,000, then by the fifth day of the following month, the Company must either pay to the Lender the difference between $270,000 and the amount, if any, redeemed in such month plus the Exit Fee, or the outstanding balance due under the Note will automatically increase by one percent. The Note is secured by a lien on substantially all of the Company's assets and properties and the Company's obligations under the Note are guaranteed by Pistol Star, Inc., a wholly owned subsidiary of the Company. The Note can be prepaid in whole or in part without penalty at any time. In the event that the Company receives any proceeds in connection with any fundraising or financing transaction (including any warrant exercises), it will be required to make a mandatory prepayment equal to the lesser of (i) 40% of the amount raised in such transaction and (ii) the full amount due under the Note. The Note provides for customary events of default, including, among other things, the event of non-payment of principal, interest, fees or other amounts, a representation or warranty proving to have been incorrect when made, failure to perform or observe covenants within a specified period of time, the bankruptcy or insolvency of the Company or of all or a substantial part of its property, and monetary judgment defaults of a specified amount. Upon the occurrence of an Event of Default, the Lender may (i) cause interest on the outstanding balance to accrue at an interest rate equal to the lesser of 22% or the maximum rate permitted under applicable law, and (ii) accelerate all amounts due under the Note plus an amount equal to (a) 15% of the amount due under the Note for each default that is considered a major trigger event (as defined), and (b) five percent of the amount due under the Note for each occurrence of any default that is considered a minor trigger event (as defined), in any case not to exceed 25%. The Note also contains certain covenants, including the Company timely filing all reports with the SEC and maintaining the listing of its common stock on the Nasdaq Stock Market. Maxim Group LLC served as the Company's placement agent in connection with the forgoing transaction. The Company paid a placement fee to Maxim equal to 5.5% of the aggregate gross proceeds raised in the transaction. About BIO-key Holmdel, N.J.-based BIO-key International, Inc., founded in 1993, is an identity and access management (IAM) platform provider enabling secure work-from-anywhere for enterprise, education, and government customers using secure multi-factor authentication (MFA). The Company's vision is to enable any organization to secure streamlined and passwordless workforce, customer, citizen and student access to any online service, workstation, or mobile application, without a requirement to use tokens or phones for roving users and shared workstations. The Company's products include PortalGuard and PortalGuard Identity-as-a-Service (IDaaS) enterprise IAM, WEB-key biometric civil and large-scale ID infrastructure, MobileAuth mobile phone authentication application for iOS and Android, and high-quality, low-cost accessory fingerprint scanner and FIDO-compliant hardware to provide a full and complete solution for identity-innovating customers. Henderson, Nev.-based Bush & Associates CPA LLC, the Company's auditor since 2024, issued a "going concern" qualification in its report dated June 5, 2024, citing that the Company has suffered substantial net losses and negative cash flows from operations in recent years and is dependent on debt and equity financing to fund its operations, all of which raise substantial doubt about the Company's ability to continue as a going concern. BIO-KEY INTERNATIONAL: Registers 333,334 Shares Under 2023 Plan --------------------------------------------------------------- BIO-key International, Inc. filed a Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, to register the 333,334 shares of Common Stock available under the 2023 Plan and such indeterminate number of shares as may become available under the BIO-key International, Inc. 2023 Stock Incentive Plan as a result of the adjustment provisions thereof pursuant to Rule 416(a) under the Securities Act. On December 14, 2023, the stockholders of the Company approved and adopted the 2023 Plan, which was approved by the Company's Board of Directors. The maximum number of shares of the Company's common stock, par value $0.0001 per share, available for issuance under the 2023 Plan, subject to adjustment pursuant to the terms of the 2023 Plan, is 333,334 shares of Common Stock. All figures have been adjusted to reflect the 1-for-18 reverse stock split effected on December 21, 2023. A full-text copy of the Registration Statement is available at https://www.sec.gov/Archives/edgar/data/1019034/000143774924021297/bkyi20240624_s8.htm About BIO-key Holmdel, N.J.-based BIO-key International, Inc., founded in 1993, develops and markets proprietary fingerprint identification biometric technology and software solutions enterprise-ready identity access management solutions to commercial, government and education customers throughout the United States and internationally. The Company was a pioneer in developing automated, finger identification technology that supplements or compliments other methods of identification and verification, such as personal inspection identification, passwords, tokens, smart cards, ID cards, PKI (public key infrastructure), credit cards, passports, driver's licenses, OTP or other form of possession or knowledge-based credentialing. As of December 31, 2023, the Company had $4,517,035 in total assets, $3,453,470 in total liabilities, and $1,063,565 in total stockholders' equity. Henderson, Nev.-based Bush & Associates CPA LLC, the Company's auditor since 2024, issued a "going concern" qualification in its report dated June 5, 2024, citing that the Company has suffered substantial net losses and negative cash flows from operations in recent years and is dependent on debt and equity financing to fund its operations, all of which raise substantial doubt about the Company's ability to continue as a going concern. BION ENVIRONMENTAL: Director Stephen Craig Scott Reports Ownership ------------------------------------------------------------------ Stephen Craig Scott, a director of Bion Environmental Technologies, Inc., filed a Form 3 Report with the U.S. Securities and Exchange Commission, disclosing beneficial ownership of 478,444 shares of common stock directly and 4,000 shares of common stock indirectly through his spouse. Additionally, he holds 573,747 warrants, expiring on December 31, 2024, with an exercise price of $0.75; and 1,545,000 options issued on various dates with exercise prices ranging from $0.60 to $2.00, expiring between December 31, 2024, and December 31, 2026. A full-text copy of Mr. Scott's SEC report is available at: https://www.sec.gov/Archives/edgar/data/875729/000107997324000963/xslF345X02/ownership.xml About Bion Bion Environmental Technologies, Inc. is a public company (OTC QB: BNET) whose mission is to provide sustainable environmental and economic solutions to the challenges faced by the livestock industry and investment returns to its shareholders. Bion's third generation technology-based platform ("Gen3Tech Platform") provides comprehensive environmental treatment for large-scale livestock waste streams (and other organic waste streams), while simultaneously recovering resources that have traditionally been wasted or underutilized. Bion's platform performs the dual benefits of improving profitability of production by upcycling those resources into value-added byproducts, while preventing their release to the environment, where they contribute to surface- and groundwater and air pollution, climate change, and other air quality issues. Bion's patented core technology captures, stabilizes, and upcycles ammonia produced during the anaerobic digestion of organic waste streams to produce Renewable Natural Gas. The ammonia recovery system produces clean water and high-value organic and low-carbon precision fertilizers from the waste stream. For more, see Bion's website at https://bionenviro.com. In its Quarterly Report for the three months ended March 31, 2023, Bion Environmental Technologies reported that at March 31, 2024, the Company has a working deficit and a stockholders' equity of approximately $4,644,000 and $3,355,000, respectively. The Company has never generated significant operating revenues (even though it earned a net income of $8,291,000 for the year ended June 30, 2022) and incurred a net loss of approximately ($3,189,000) during the year ended June 30, 2023. The net income for the year ended June 30, 2022 was largely due to a one-time, non-cash event of the dissolution of Bion PA-1, LLC resulting in a gain of approximately $10,235,000 as well as a one-time gain of $902,000 from the sale of the Company's 'biontech.com' domain pursuant to a purchase agreement during the period. During the year ended June 30, 2023 the Company had debt modifications that resulted in a reduction of debt of $3,516,000 and an increase in equity. The Company is not currently generating any significant revenues. Further, the Company's anticipated revenues, if any, from existing projects, JVs and proposed projects will not be sufficient to meet the Company's anticipated operational and capital expenditure needs for many years. As previously noted, the Company is currently not generating significant revenue and accordingly has not generated cash flows from operations. The Company does not anticipate generating sufficient revenues to offset operating and capital costs (for Projects) for a minimum of two to five years. While there are no assurances that the Company will be successful in its efforts to develop and construct its Projects and market its Systems, it is certain that the Company will require substantial funding from external sources. Given the unsettled state of the current credit and capital markets for companies such as Bion, there is no assurance the Company will be able to raise the funds it needs on reasonable terms. The aggregate effect of these factors raises substantial doubt about the Company's ability to continue as a going concern. BIOTRICITY INC: Raises $500K Through Private Placement ------------------------------------------------------ Biotricity Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 21, 2024, it consummated the first closing of the sale of the initial 55 shares of Series B Preferred Stock at a purchase price of $9,090.91 per share, for gross proceeds to the Company of $500,000. On June 21, 2024, the Company entered into a security purchase agreement with an institutional investor for the issuance and sale, in a private placement offering, of 55 shares of the Company's Series B Convertible Preferred Stock, $0.001 par value. At any time prior to Dec. 31, 2024, the Company may request the Investor, at its sole discretion, to consummate one or more additional closings to purchase up to an additional 165 shares in the aggregate of the Company's Series B Preferred Stock at a purchase price of $9,090.91 per share for gross proceeds of up to $1,500,000. Pursuant to the Purchase Agreement, the Company has also agreed to seek the approval of the Company's stockholders that may be required upon conversion of the Series B Preferred Stock, if required by the applicable rules and regulations of Nasdaq Capital Market. The Company has agreed to hold an annual or special meeting of stockholders for the purpose of obtaining Stockholder Approval as soon as practicable, but in no event later than Aug. 15, 2024, and to hold a meeting every three months thereafter for the purpose of obtaining Stockholder Approval if the proposal is not approved at the first meeting until Stockholder Approval is obtained. The Company also has entered into a Registration Rights Agreement, dated June 21, 2024, with the Investor, pursuant to which the Company agreed, among other things, to: (i) within 45 days after the date of the Purchase Agreement, with respect to the shares issuable upon conversion of the Series B Preferred Stock that may, from time to time, be issued or become issuable to the Investor with respect to the shares Series B Preferred Stock under the Purchase Agreement on the First Closing, and (ii) within 10 days after the each Additional Closing Date with respect to the Conversion Shares that may, from time to time, be issued or become issuable to the Investor with respect to the shares of Series B Preferred Stock under the Purchase Agreement on the Additional Closing, file with the SEC an initial registration statement covering the maximum number of Registrable Securities (as such term is defined in the Registration Rights Agreement), to have the Registration Statement declared effective within 30 calendar days of filing of the Registration Statement (or 90 calendar days if the Registration Statement is subject to a full review). In the event of the failure to comply with deadlines to file the Registration Statement or to have such Registration Statement declared effective, the Company is obligated in each event to issue to the Investor 100,000 shares of common stock. Series B Preferred Stock Pursuant to the certificate of designations of Series B Convertible Preferred Stock filed with the Nevada Secretary of State, 600 shares of the Company's shares of preferred stock have been designated as Series B Convertible Preferred Stock. Each share of Series B Preferred Stock has a stated value of $10,000 per share. The Series B Preferred Stock, with respect to the payment of dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company, ranks senior to all capital stock of the Company unless the holders of the majority of the outstanding shares of Series B Preferred Stock consent to the creation of other capital stock of the Company that is senior or equal in rank to the Series B Preferred Stock. Holders of Series B Preferred Stock will be entitled to receive cumulative dividends, in shares of the Company's common stock or cash on the stated value at an annual rate of 8% (which will increase to 15% if a Triggering Event (as defined in the Certificate of Designations)) occurs. Dividends will be payable upon conversion of the Series B Preferred Stock, upon any redemption, or upon any required payment upon any Bankruptcy Triggering Event (as defined in the Certificate of Designations). Holders of Series B Preferred Stock will be entitled to convert shares of Series B Preferred Stock into a number of shares of common stock determined by dividing the Stated Value (plus any accrued but unpaid dividends and other amounts due) by the conversion price. The initial conversion price is $3.50, subject to adjustment in the event of a subdivision or combination of the Company's common stock, the Company's issuance or sale or securities that are convertible or exchangeable into shares of common stock at a price which varies or may vary with the market price of the common stock, or the Company issues or sells common stock at a price lower than the then-effective conversion price. Holders may not convert the Series B Preferred Stock to common stock to the extent such conversion would cause such holder's beneficial ownership of common stock to exceed 4.99% (or, at the option of the Investor 9.99%) of the outstanding common stock. In addition, the Company will not issue shares of common stock upon conversion of the Series B Preferred Stock in an amount exceeding 19.9% of the outstanding common stock as of the initial date issuance of Series B Preferred Stock unless the Company receives shareholder approval for such issuances. Holders may elect to convert shares of Series B Preferred Stock to common stock at an alternate conversion price equal to 80% (or 70% if the Company's common stock is suspended from trading on or delisted from a principal trading market or if the Company has effected a reverse split of the common stock) of the lowest daily volume weighed average price of the common stock during the Alternate Conversion Measuring Period (as defined in the Certificate of Designations). In the event the Company receives a conversion notice that elects an alternate conversion price, the Company may, at its option, elect to satisfy its obligation under such conversion with payment in cash in an amount equal to 110% of the conversion amount. The Series B Preferred Stock will automatically convert to common stock upon the 24-month anniversary of the Initial Issuance Date of the Series B Preferred Stock. At any time after the earlier of a holder's receipt of a Triggering Event notice and such holder becoming aware of a Triggering Event and ending on the 20th trading day after the later of (x) the date such Triggering Event is cured and (y) such holder's receipt of a Triggering Event notice, such holder may require the Company to redeem such holder's shares of Series B Preferred Stock. Upon any Bankruptcy Triggering Event (as defined in the Certificate of Designations), the Company will be required to immediately redeem all of the outstanding shares of Series B Preferred Stock. The Company will have the right at any time to redeem all or any portion of the Series B Preferred Stock then outstanding at a price equal to 110% of the Stated Value plus any accrued but unpaid dividends and other amounts due. Holders of the Series B Preferred Stock will have the right to vote on an as-converted basis with the common stock (which shall not be calculated at the Alternate Conversion Price), subject to the beneficial ownership limitation set forth in the Certificate of Designations. Voting Agreement In connection with the Purchase Agreement, the Company and certain of the Company's stockholders entered into a voting agreement, agreeing to vote their shares of the Company that are entitled to vote at a meeting of the Company's stockholders, or to sign an action by written consent of the Company's stockholders, in favor of Stockholder Approval and against any proposal or other corporate action that would result in a breach of the Purchase Agreement and any transaction document entered in connection therewith. About Biotricity Headquartered in Redwood City, CA, Biotricity Inc. is a medical technology company focused on biometric data monitoring and diagnostic solutions. The Company's aim is to deliver remote monitoring solutions to the medical, healthcare, and consumer markets, with a focus on diagnostic and post-diagnostic solutions for lifestyle and chronic illnesses. Richmond Hill, Ontario, Canada-based SRCO Professional Corporation, the Company's auditor since 2015, issued a "going concern" qualification in its report dated June 29, 2023, citing that the Company has incurred recurring losses from operations, has negative cash flows from operating activities, working capital deficiency and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. "The Company is in the early stages of commercializing its first product and is concurrently in development mode, operating a research and development program in order to develop, obtain regulatory clearance for, and commercialize other proposed products. The Company has incurred recurring losses from operations, and as of December 31, 2023, had an accumulated deficit of $123.1 million and a working capital deficiency of $14.69 million. Those conditions raise substantial doubt about its ability to continue as a going concern for a period of one year from the issuance of these condensed consolidated financial statements," said Biotricity in its Quarterly Report for the period ended Dec. 31, 2023. BLACKBERRY LTD: All Proposals Passed at Annual Meeting ------------------------------------------------------ BlackBerry Limited on June 25, 2024, held its Annual and Special Meeting of Shareholders. There were 338,123,177 shares of common stock represented at the Meeting. At the Meeting, the Company's shareholders: 1. Elected Philip Brace, Michael A. Daniels, Lisa Disbrow, John J. Giamatteo, Richard Lynch, Lori O'Neill, and Wayne Wouters to serve as directors of the Company, to hold office in each case until the next annual meeting of shareholders or until his or her successor is duly elected or appointed. 2. Approved the re-appointment of PricewaterhouseCoopers LLP as the independent auditors of the Company. 3. Approved the resolution on the amendment and restatement of the Company's Equity Incentive Plan. 4. Approved the advisory resolution on executive compensation. About BlackBerry Headquartered in Waterloo, Ontario, BlackBerry Limited (NYSE: BB; TSX: BB) provides intelligent security software and services to enterprises and governments around the world. As of Dec. 31, 2023, the Company had $1.4 billion in total assets, $619 million in total liabilities, and $776 million in total stockholders' equity. In September 2023, Egan-Jones Ratings Company maintained its 'CCC' foreign currency and local currency senior unsecured ratings on debt issued by BlackBerry Limited. BOYS MECHANICAL: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Boys Mechanical, LLC 9609 Girard Avenue South Bloomington, MN 55431 Chapter 11 Petition Date: June 28, 2024 Court: United States Bankruptcy Court District of Minnesota Case No.: 24-41698 Judge: Hon. Kesha L Tanabe Debtor's Counsel: Joseph Dicker, Esq. JOSEPH W DICKER PA 1406 West Lake Street Suite 209 Minneapolis, MN 55408 Tel: (612) 827-5941 E-mail: joe@joedickerlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Kent Boll 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/DDEEXHQ/Boys_Mechanical_LLC__mnbke-24-41698__0001.0.pdf?mcid=tGE4TAMA BRITEWASH AUTO: Seeks to Hire RoganMillerZimmerman as Counsel ------------------------------------------------------------- BriteWash Auto Wash I, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire RoganMillerZimmerman, PLLC as counsel. The firm's services include: (a) preparing and filing the Debtor's schedules, statements of financial affairs, and other motions and pleadings required in this case; (b) advising the Debtor as to its responsibilities under the Bankruptcy Code; (c) evaluating and preparing a plan of reorganization; (d) negotiating with the Debtor's creditors with respect to the Debtor's reorganization efforts; (f) evaluating and, to the extent necessary, objecting to the various claims against the Debtor's estate; (g) reviewing monthly reports and preparing the same for filing; and, (h) providing such other services as may be required in the administration of the Debtor's estate. Christopher L. Rogan, RoganMillerZimmerman's principal, current hourly rate is $520. RoganMillerZimmerman shall a receive an initial retainer of $40,000. RoganMillerZimmerman has no interest adverse to the Debtor or the Debtor's estate and is "disinterested" as that term is defined in Sec. 101(41) of the Bankruptcy Code, according to court filings. The firm can be reached through: Christopher L. Rogan, Esq. ROGANMILLERZIMMERMAN, PLLC 50 Catoctin Circle, NE, Suite 300 Leesburg, VA 20176 Tel: (703) 777-8850 Fax: (703) 777-8854 Email: crogan@RMZLawFirm.com About BriteWash Auto Wash I, LLC BriteWash Auto Wash I, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 24-11096) on June 13, 2024. In the petition signed by Gregory J. Miller, president and managing member representative, the Debtor disclosed up to $1 million in assets and up to $10 million in liabilities. Christopher L. Rogan, Esq. at RoganMillerZimmerman, PLLC, represents the Debtor as legal counsel. BRUNER ENTERPRISES: Case Summary & One Unsecured Creditor --------------------------------------------------------- Debtor: Bruner Enterprises, LLC 1605 E. US Highway 66 El Reno, OK 73036 Business Description: Bruner Enterprises is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: June 28, 2024 Court: United States Bankruptcy Court Western District of Oklahoma Case No.: 24-11804 Debtor's Counsel: Amanda R. Blackwood, Esq. BLACKWOOD LAW FIRM, PLLC 512 NW 12th Street Oklahoma City, OK 73103 Tel: (405) 309-3600 Email: amanda@blackwoodlawfirm.com Total Assets: $850,001 Total Liabilities: $1,100,000 The petition was signed by Alice Yvonne Bruner, owner/member. The Debtor listed WBL SPO I, LLC, c/o C. Craig Cole & Associates, 317 NW 12th Street, Oklahoma City, OK 73103 as its sole unsecured creditor holding a claim of $250,000. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4Z5E5MI/Bruner_Enterprises_LLC__okwbke-24-11804__0001.0.pdf?mcid=tGE4TAMA CHICKEN SOUP: Case Summary & 30 Largest Unsecured Creditors ----------------------------------------------------------- Lead Debtor: Chicken Soup for the Soul Entertainment, Inc. 132 East Putnam Avenue Floor 2W Cos Cob, CT 06807 Business Description: Chicken Soup for the Soul Entertainment Inc. provides premium content to value- conscious consumers. The Company is one of the largest advertising supported video-on-demand (AVOD) companies in the United States, with three flagship AVOD streaming services: Redbox, Crackle, and Chicken Soup for the Soul. In addition, the Company operates Redbox Free Live TV, a free ad-supported streaming television (FAST) service with approximately 130 channels as well as a transactional video-on-demand (TVOD) service, and a network of approximately 27,000 kiosks across the United States for DVD rentals. To provide original and exclusive content to its viewers, the Company creates, acquires, and distributes films and TV series through its Screen Media and Chicken Soup for the Soul TV Group subsidiaries. The Company's best-in-class ad sales organization is now known to advertisers as Crackle Connex, a sales platform of unique scale and differentiated reach. Crackle Connex combines the ad inventory of owned-and -operated networks and inventory with other premium AVOD partners who have chosen the Company to represent them in the marketplace. Across Redbox, Crackle, Chicken Soup for the Soul, and Screen Media, the Company has access to many thousands of content assets. Chicken Soup for the Soul Entertainment Inc. is a subsidiary of Chicken Soup for the Soul, LLC, which publishes the famous book series and produces super-premium pet food under the Chicken Soup for the Soul brand name. Chapter 11 Petition Date: June 28, 2024 Court: United States Bankruptcy Court District of Delaware Twenty-two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Chicken Soup for the Soul Entertainment, Inc. 24-11442 757 Film Acquisition LLC 24-11443 Chicken Soup for the Soul Studios, LLC 24-11444 Chicken Soup for the Soul Television Group, LLC 24-11445 Crackle Plus, LLC 24-11446 CSS AVOD Inc. 24-11447 CSSESIG, LLC 24-11448 Digital Media Enterprises LLC 24-11449 Halcyon Studios, LLC 24-11450 Halcyon Television, LLC 24-11451 Landmark Studio Group LLC 24-11452 Locomotive Global, Inc. 24-11453 Pivotshare, Inc. 24-11454 RB Second Merger Sub LLC 24-11455 Redbox Automated Retail, LLC 24-11456 Redbox Entertainment, LLC 24-11457 Redbox Holdings, LLC 24-11458 Redbox Incentives LLC 24-11459 Redwood Intermediate, LLC 24-11460 Screen Media Ventures, LLC 24-11461 Screen Media Films, LLC 24-11462 TOFG LLC 24-11463 Judge: TBA Debtors' General Bankruptcy Counsel: Ricardo Palacio, Esq. ASHBY & GEDDES, P.A. 500 Delaware Avenue, 8th Floor Wilmington, DE 19801 Tel: (302) 654-1888 Email: RPalacio@ashbygeddes.com Debtors' Counsel: REED SMITH LLP 1201 North Market Street Suite 1500 Wilmington, DE 19801 Debtors' Investment Banker: SOLOMON PARTNERS 1345 6th Avenue New York, NY 10105 Debtors' Administrative, Claims & Noticing Agent: KROLL RESTRUCTURING ADMINISTRATION LLC 55 East 52nd Street, 17th Floor New York, NY 10055 Total Assets as of March 31, 2024 (on a consolidated basis): $414,075,844 Total Debt as of March 31, 2024 (on a consolidated basis): $970,002,065 The petitions were signed by Bart M. Schwartz, chief executive officer. Full-text copies of three of the Debtors' petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OKFORNI/Chicken_Soup_for_the_Soul_Entertainment__debke-24-11442__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/P6BLQ2Y/757_Film_Acquisition_LLC__debke-24-11443__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/V7JDV2I/Chicken_Soup_for_the_Soul_Studios__debke-24-11444__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount 1. U.S. Bank National Association, Unsecured $46,995,155 as indenture trustee Notes 214 N. Tryon St., 26th Fl. Charlotte, NC 28202 Laura L. Moran Phone: (617) 603-6429 Email: laura.moran@usbank.com 2. Universal Studios Home Litigation $16,760,900 Entertainment LLC Claim 12563 Collection Center Dr. Chicago, IL 60693 Michael Bonner Phone: (310) 721-3790 Email: michael.bonner@nbcuni.com 3. Universal City Studios Litigation $16,760,900 Productions LLLP Claim 12563 Collection Center Dr. Chicago, IL 60693 Michael Bonner Phone: (310) 721-3790 Email: michael.bonner@nbcuni.com 4. Guggenheim Securities, LLC Trade Payables $9,863,389 330 Madison Ave., Fl. 8 New York, NY 10017 Ethan Sawyer Phone: (646) 265-4630 Email: ethan.sawyer@guggenheimpartners.com 5. Sony Pictures Home Entertainment Trade Payables $9,110,557 10202 Washington Blvd. Culver City, CA 90232 Maria Anguelova Phone: (310) 227-9072 Email: maria_anguelova@spe.sony.com 6. BBC Studios Americas, Inc. Trade Payables $9,020,000 1120 Avenue of the Americas, 5th Floor New York, NY 10036 Matt Perry Phone: +44 7834 614313 Email: matthew.perry@bbc.com 7. Ellation, LLC Trade Payables $6,608,311 444 Bush St. San Francisco, CA 94108 Maria Anguelova Phone: (310) 227-9072 Email: maria_anguelova@spe.sony.com 8. Walgreen Company Trade Payables $4,999,413 14130 Collection Center Dr. Chicago, IL 60693 Claire Redington Kasson Phone: (847) 274-3426 Email: claire.redington@walgreens.com 9. Lionsgate Entertainment Trade Payables $4,643,804 4 Chase Metrotech Center, 7th Fl. E Brooklyn, NY 11245 Jim Packer Phone: (310) 600-3700 Email: jpacker@lionsgate.com 10. 120DB Film Finance LLC Trade Payables $4,325,342 75 Mill River Rd, South Salem, NY 10590 Peter Graham Phone: (914) 533-5241 Email: graham@120dbfilms.com 11. Wal-Mart Stores, Inc. Trade Payables $4,143,986 702 SW 8th St. Bentonville, AR 72716 Anne Johnson Phone: (479) 640-5472 Email: anne.johnson@walmart.com 12. PJT Partners Professional $3,373,741 280 Park Ave. Services New York, NY 10017 Jamie O'Connell Phone: (212) 364-7800 Email: oconnell@pjtpartners.com 13. VIZIO Services, LLC Trade Payables $2,750,160 39 Tesla Irvine, CA 92618 Mike O'Donnell Phone: (973) 476-6922 Email: mike.odonnell@vizio.com 14. Sony Pictures Television Inc. Trade Payables $2,416,468 21872 Network Pl. Chicago, IL 60673 Maria Anguelova Phone: (310) 227-9072 Email: maria_anguelova@spe.sony.com 15. Culver Digital Distribution Inc. Trade Payables $2,269,566 10202 West Washington Blvd. Culver City, CA 90232 Maria Anguelova Phone: (310) 227-9072 Email: maria_anguelova@spe.sony.com 16. MGM Domestic Television Trade Payables $2,055,952 Distribution LLC 245 N. Beverly Drive Beverly Hills, CA 90210 Edrianne Wenger Phone: (301) 785-9087 Email: edwenger@amazon.com 17. Warner Bros. Home Entertainment Trade Payables $2,003,103 Dept Ch # 10255 Palatine, IL 60055 Mike Takac Phone: (818) 640-1886 Email: mike.takac@wbd.com 18. FUNimation Productions, LLC Trade Payables $1,962,917 1200 Lakeside Pkwy Flower Mound, FL 75028 Fadhilah Lee Phone: (972) 355-7300 Email: fadhilah.lee@funimation.com 19. Paramount Pictures Corporation Trade Payables $1,958,761 5555 Melrose Ave. Los Angeles, CA 90038 Craig White Phone: (323) 326-9218 Email: craig_white@paramount.com 20. Automotive Rentals, Inc. Trade Payables $1,749,558 PO Box 8500-4375 Philadelphia, PA 19178 Hannah Ogle Phone: (856) 727-7065 Email: hannah.ogle@holman.com 21. BRE Imagination Office Trade Payables $1,433,486 Holdco LLC PO Box 209259 Austin, TX 78720 Carrie Szarzynski Phone: (630) 317-0718 Email: cszarzynski@hiffman.com 22. Continental Stock Transfer & Trade Payables $1,431,577 Trust Co. 1 State St. Fl. 30 New York, NY 10004 Luis Ortiz Phone: (212) 616-6890 Email: lortiz@continentalstock.com 23. Langley Television Trade Payables $1,381,334 Distribution, LLC 1111 Broadway Santa Monica, CA 90401 Morgan Langley Phone: (407) 286-6490 Email: morgan@cops.com 24. TheMathCompany Pvt. Ltd. Trade Payables $1,378,211 4512 Legacy Dr., Unit 100 Plano, TX 75024 Piyush Mundhra Phone: (512) 925-6396 Email: piyush.mundhra@themathcompany.com 25. Joseph P. Day Realty Corp. Trade Payables $1,262,400 9 E 40th St. New York, NY 10016 Rich Teichman Phone: (212) 889-7460 Email: rit@jpday.com 26. 828 Media Trade Payables $1,257,500 30671 Steeplechase Dr San Juan Capistrano, CA 92675 Stephanie Denton Phone: (424) 652-4009 Email: sdenton@828productions.com 27. Plex GmbH Trade Payables $1,249,376 6370 Stans, Nidwalden Hansmatt 31 Switzerland Audrey Layman Email: audrey.layman@plexapp.com 28. Comsys Information Trade Payables $1,234,272 Technology Serv. 29810 Network Place Chicago, IL 60673 Elaina Buchanan Phone: (404) 374-4095 Email: elaina.buchanan@tapfin.com 29. Glewed Media, LLC Trade Payables $1,208,991 5901 Broken Sound Pkwy, Suite 450 Boca Raton, FL 33487 Matt Herpich Phone: (844) 445-3933 Email: matthew@glewed.tv 30. Paramount Home Entertainment Trade Payables $1,201,469 PO Box 70650 Chicago, IL 60673 Craig White Phone: (323) 326-9218 Email: craig_white@paramount.com CLEAN ENERGY: Signs Agreement to Sell $1.1 Million Worth of Units ----------------------------------------------------------------- Clean Energy Technologies, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 18, 2024, the Company and certain individual investors entered into a subscription agreement pursuant to which the Company agreed to sell approximately 1,203,333 units to the Subscribers for an aggregate purchase price of $1,083,000, or $0.90 per Unit, with each unit consisting of one share of common stock, par value $0.001 per share and a warrant to purchase one share of Common Stock. The Warrant is exercisable at the price of $2.00 per share, expiring one year from the date of issuance. The issuance of the Units, Warrant and Common Stock issuable thereunder was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act, Rule 506 under Regulation D of the Securities Act and Regulation S under the Securities Act and in reliance on similar exemptions under applicable state laws. Each of the Subscribers represented that it is an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act; not domiciled in the United States; acquired the Company's Units for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Company's Units were offered without any general solicitation by the Company or its representatives. About Clean Energy Headquartered in Costa Mesa, California, Clean Energy Technologies, Inc. -- http://www.cetyinc.com-- develops renewable energy products and solutions and establish partnerships in renewable energy that make environmental and economic sense. The Company's mission is to be a segment leader in the Zero Emission Revolution by offering eco-friendly energy solutions, clean energy fuels and alternative electric power for small and mid-sized projects in North America, Europe, and Asia. The Company targets sustainable energy solutions that are profitable for it, profitable for its customers and represent the future of global energy production. Diamond Bar, California-based TAAD, LLP, the Company's auditor since 2023, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has an accumulated deficit, a working capital deficit and negative cash flows from operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. CMM MINEOLA: Taps Law Offices of Michael E. Gazette as Counsel -------------------------------------------------------------- CMM Mineola LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to hire Law Offices of Michael E. Gazette as its bankruptcy counsel. The firm will render these legal services: (a) advise the Debtor; (b) prepare and file the petition, schedules, and statement of financial affairs; (c) prepare and file a disclosure statement and plan of reorganization; (d) negotiate with creditors; (e) review of executory contracts and claims; (f) response to and appear at hearings on contested matters; and (g) perform all other legal services for the Debtor which may be necessary. The hourly rates of the firm's counsel and staff are as follows: Attorney $400 Paraprofessionals $50 In addition, the firm will seek reimbursement for expenses incurred. Prior to the commencement of this Chapter 11 case, the Debtor paid the firm the sum of $26,738. Michael Gazette, Esq., owner of the Law Offices of Michael E. Gazette, disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael E. Gazette, Esq. Law Offices of Michael E. Gazette 100 E. Ferguson Street, Suite 1000 Tyler, TX 75702 Telephone: (903) 596-9911 Email: megazette@suddenlinkmail.com About CMM Mineola LLC CMM Mineola LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-60336) on June 3, 2024. In the petition filed by Chad Cable, as managing member, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. The Debtor is represented by Michael E. Gazette, Esq. COACH USA: Hires Houlihan Lokey Capital as Investment Banker ------------------------------------------------------------ Coach USA, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Houlihan Lokey Capital, Inc. as their investment banker. The firm's services include: (a) assisting Coach USA in the development and distribution of selected information, documents and other materials; (b) assisting Coach USA in evaluating indications of interest and proposals regarding any Transaction(s) from current and/or potential lenders, equity investors, acquirers and/or strategic partners; (c) assisting Coach USA with the negotiation of any Transaction(s), including participating in negotiations with creditors and other parties involved in any Transaction(s); (d) providing expert advice and testimony regarding financial matters related to any Transaction(s), if necessary; (e) attending meetings of the Company's Board of Directors, creditor groups, official constituencies and other interested parties, as Coach USA and Houlihan Lokey mutually agree; and (f) providing such other financial advisory and investment banking services as may be agreed upon by Houlihan Lokey and Coach USA. Houlihan Lokey will be paid as follows: I. Monthly Fees: Upon the Effective Date, and on every monthly anniversary of the Effective Date during the term of this Agreement, the Company shall pay Houlihan Lokey in advance, without notice or invoice, a nonrefundable cash fee of $100,000. II. Transaction Fee(s): The Company shall pay Houlihan Lokey the following transaction fee(s), as applicable: A. Restructuring Transaction Fee. Upon the earlier to occur of: (I) in the case of an out-of-court Restructuring Transaction, the closing of such Restructuring Transaction, and (II) in the case of an in-court Restructuring Transaction, the effective date of a confirmed plan of reorganization or liquidation under Chapter 11 or Chapter 7 of the Bankruptcy Code, Houlihan Lokey shall earn, and the Company shall promptly pay to Houlihan Lokey, a cash fee of $1,500.000. B. Sale Transaction Fee. Upon the closing of the Sale Transaction, Houlihan Lokey shall earn, and the Company shall thereupon pay to Houlihan Lokey immediately and directly from the gross proceeds of such Sale Transaction, as a cost of such Sale Transaction, a cash fee of $1,500,000 plus 1.75 percent of the Aggregate Gross Consideration ("AGC") related to any Sale Transaction on a going concern basis for the operating businesses; provided that the AGC for any Sale Transaction to The Renco Group, Inc., Summit Investment Management, any affiliates of The Renco Group, Inc. or Summit Investment Management, a Coach USA management sponsored buy-out or a credit bid from any of the Company’s existing lenders shall be deemed to be zero, or C. Amendment Transaction Fee. Subject to this Section 3, and in addition to the other fees provided for herein, the Company shall pay Houlihan Lokey a fee of $1,000,000 in cash. The Amendment Transaction Fee shall be earned and payable upon the consummation of an Amendment Transaction. III. As provided for in the Engagement Agreement, commencing May 7 and continuing thereafter, 50 percent of the Monthly Fees will be credited against the next Transaction Fee to which Houlihan Lokey becomes entitled. Houlihan Lokey will seek reimbursement for its reasonable and documented out-of-pocket expenses incurred from time to time prior to termination or expiration of this Agreement but in no event greater than $50,000 without the Debtors' prior approval. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. John Sallstrom, a director of Houlihan Lokey, 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: John Sallstrom Houlihan Lokey Capital, Inc. 225 South Sixth St., Suite 4950 Minneapolis, MN 55402 Tel: (612) 338-2910 Fax: (612) 338-2938 About Coach USA, Inc. Coach USA, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 24-11258) on June 11, listing $100,000,001 to $500 million in both assets and liabilities. Sean Matthew Beach, Esq. at Young, Conaway, Stargatt & Taylor represents the Debtor as counsel. The Debtors tapped Kroll Restructuring Administration LLC, as their claims and noticing agent; Houlihan Lokey, as their investment bankers; Bennett Jones LLP, as Canadian restructuring counsel; and Spencer Ware of CR3 Partners, LLC, as their Chief Restructuring Officer. COACH USA: Seeks to Hire Spencer Ware of CR3 Partners as CRO ------------------------------------------------------------ Coach USA, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire CR3 Partners, LLC to provide additional personnel and designate Spencer Ware as chief restructuring officer. The firm's services include: a) managing the Debtors' bankruptcy process and coordinating with case professionals; b) managing the cash forecast, including related borrowings and disbursements; c) establishing a communication protocol with stakeholders, including working with the Debtors' employees, professionals, lenders, landlords, creditors, or other stakeholders; d) assisting the Debtors' management team in the preparation of financial projections and cash flow budgets, including implementing cash conservation strategies, tactics, and processes where appropriate and feasible; e) reviewing financial reporting to be provided to the Debtors' lenders; f) assisting the Debtors' management team in identifying liquidity needs and assisting the management team in soliciting and negotiating DIP financing; g) assisting in management of any sale or liquidation process of the assets of the Debtors and the closing of such sale of assets; h) assisting in bankruptcy reporting as required, including preparation of Statements of Financial Affairs and Schedules of Assets and Liabilities and preparation of Monthly Operating Reports; i) assisting counsel and providing testimony in bankruptcy legal proceedings; j) negotiating with creditors and other constituents of the Debtors concerning restructuring of debt, a plan of reorganization and/or a plan of liquidation and assisting management in obtaining confirmation of a plan of reorganization; and k) providing such other similar services as may be requested by the Debtors and agreed to by CR3, in keeping with its ethical responsibilities. The firm will be paid at these rates: Spencer Ware $950 James Katchadurian $1,195 Partners $825 to $1,295 Senior Directors and Directors $650 - 795 Managers and Senior Associates $450 - $625 Spencer Ware, a partner of C3, assured the court that the firm does not represent or hold any interest materially adverse to the interest of the Debtor or its estate. The firm can be reached through: Spencer Ware CR3 Partners, LLC 135 W. 50th Street, Suite 200 New York, NY 10020 Phone: (201) 232-3970 Email: spencer.ware@cr3partners.com About Coach USA, Inc. Coach USA, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 24-11258) on June 11, listing $100,000,001 to $500 million in both assets and liabilities. Sean Matthew Beach, Esq. at Young, Conaway, Stargatt & Taylor represents the Debtor as counsel. The Debtors tapped Kroll Restructuring Administration LLC, as their claims and noticing agent; Houlihan Lokey, as their investment bankers; Bennett Jones LLP, as Canadian restructuring counsel; and Spencer Ware of CR3 Partners, LLC, as their Chief Restructuring Officer. COACH USA: Seeks to Hire Young Conaway Stargatt as Co-Counsel ------------------------------------------------------------- Coach USA, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Young Conaway Stargatt & Taylor, LLP as co-counsel. The firm's services include: a. providing legal advice with respect to the Debtors' powers and duties as debtors in possession in the continued operation of their business, management of their properties, and the potential sale of their assets; b. preparing documents in connection with and pursuing confirmation of a plan and approval of a disclosure statement; c. preparing, on behalf of the Debtors, necessary applications, motions, answers, orders, reports, and other legal papers; d. appearing in Court and protecting the interests of the Debtors before the Court; and e. performing all other legal services for the Debtors that may be necessary and proper in these Chapter 11 Cases. The firm will be paid at these hourly rates: Edmon L. Morton, Partner $1,200 Sean M. Beach, Partner $1,155 Joseph M. Mulvihill, Associate $780 Timothy R. Powell, Associate $630 Rebecca L. Lamb, Associate $530 Benjamin Carver, Associate $455 Debbie Laskin, Paralegal $385 As set forth in the Packman Declaration, the following is provided in response to the request for additional information contained in paragraph D.1. of the U.S. Trustee Guidelines: a. Young Conaway has not agreed to a variation of its standard or customary billing arrangements for this engagement. b. None of the Firm's professionals included in this engagement have varied their rate based on the geographic location of the Chapter 11 Cases. c. Young Conaway was retained by the Debtors pursuant to an engagement agreement dated as of Dec. 20, 2022. The billing rates and material terms of the prepetition engagement are the same as the rates and terms described in the Application. d. The Debtors have approved or will be approving a prospective budget and staffing plan for Young Conaway's engagement for the postpetition period. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Sean Beach, Esq., a partner at Young Conaway Stargatt & Taylor, LLP, 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: Sean M. Beach, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 Email: sbeach@ycst.com About Coach USA, Inc. Coach USA, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 24-11258) on June 11, listing $100,000,001 to $500 million in both assets and liabilities. Sean Matthew Beach, Esq. at Young, Conaway, Stargatt & Taylor represents the Debtor as counsel. The Debtors tapped Kroll Restructuring Administration LLC, as their claims and noticing agent; Houlihan Lokey, as their investment bankers; Bennett Jones LLP, as Canadian restructuring counsel; and Spencer Ware of CR3 Partners, LLC, as their Chief Restructuring Officer. COACH USA: Seeks to Tap Alston & Bird as Bankruptcy Co-Counsel -------------------------------------------------------------- Coach USA, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Alston & Bird LLP as its general bankruptcy and restructuring co-counsel. The firm will render these services: (a) advise the Debtors of their rights, powers, and duties as debtors in possession under chapter 11 of the Bankruptcy Code; (b) prepare, on behalf of the Debtors, all necessary and appropriate applications, motions, proposed orders, other pleadings, notices, schedules, and other documents, and review all financial and other reports to be filed in these Chapter 11 Cases; (c) advise the Debtors concerning, and prepare responses to, applications, motions, other pleadings, notices, and other papers that may be filed and served in these Chapter 11 Cases; (d) advise the Debtors with respect to, and assist in the negotiation and documentation of, financing agreements and related transactions; (e) review the nature and validity of any liens asserted against the Debtors' property and advise the Debtors concerning the enforceability of such liens; (f) advise the Debtors regarding their ability to initiate actions to collect and recover property for the benefit of their estates; (g) advise the Debtors in connection with the auction and sale of assets of their estates; (h) counsel the Debtors in connection with any chapter 11 plan and related documents; (i) advise and assist the Debtors in connection with any potential property dispositions; (j) advise the Debtors concerning executory contract and unexpired lease assumptions, assignments, and rejections as well as lease restructurings and recharacterizations; (k) assist the Debtors in reviewing, estimating, and resolving claims asserted against the Debtors' estates; (l) commence and conduct any and all litigation necessary or appropriate to assert rights held by the Debtors, protect assets of the Debtors' chapter 11 estates, or otherwise further the goal of completing the Debtors' successful reorganization; (m) provide corporate, employee benefit, litigation, tax, and other general nonbankruptcy services to the Debtors to the extent requested by the Debtors; and (n) perform all other necessary or appropriate legal services in connection with these Chapter 11 Cases for or on behalf of the Debtors. The firm will be paid at these hourly rates: Partners $1,315 to $1,950 Counsel $1,095 to $1,895 Associates $755 to $1,190 Paraprofessionals $215 to $640 As set forth in the Packman Declaration, the following is provided in response to the request for additional information contained in paragraph D.1. of the U.S. Trustee Guidelines: a. Alston & Bird has not agreed to a variation of its standard or customary billing arrangements for this engagement. b. None of Alston & Bird's professionals included in this engagement have varied their rate based on the geographic location of these Chapter 11 Cases. c. Alston & Bird was retained by the Debtors pursuant to an Engagement Letter dated Nov. 7, 2023 and Alston & Bird's billing rates and material financial terms have not changed since that time, other than ordinary course rate increases, which are typically made annually. d. The Debtors will be approving a prospective budget and staffing plan for Alston & Bird's engagement for the post-petition period as appropriate. In accordance with the U.S. Trustee Fee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. J. Eric Wise, Esq., a partner of Alston & Bird LLP, assured the court that the firm is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: J. Eric Wise, Esq. Alston & Bird LLP 90 Park Avenue, 15th Floor New York, NY 10016 Phone: (212) 210-9496 Email: eric.wise@alston.com About Coach USA, Inc. Coach USA, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 24-11258) on June 11, listing $100,000,001 to $500 million in both assets and liabilities. Sean Matthew Beach, Esq. at Young, Conaway, Stargatt & Taylor represents the Debtor as counsel. The Debtors tapped Kroll Restructuring Administration LLC, as their claims and noticing agent; Houlihan Lokey, as their investment bankers; Bennett Jones LLP, as Canadian restructuring counsel; and Spencer Ware of CR3 Partners, LLC, as their Chief Restructuring Officer. COACH USA: Taps Kroll Restructuring as Administrative Advisor ------------------------------------------------------------- Coach USA, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Kroll Restructuring Administration LLC as administrative advisor. The firm will render these services: a. assist with, among other things, solicitation, balloting, and tabulation of votes, and prepare any related reports, as required in support of confirmation of a Chapter 11 plan, and in connection with such services, process requests for documents from parties in interest; b. prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; c. assist with the preparation of the Debtors’ schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; d. provide a confidential data room, if requested; e. manage and coordinate any distributions pursuant to a chapter 11 plan; and f. provide such other processing, solicitation, balloting, and other administrative services described in the Engagement Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors, the Court, or the Office of the Clerk of the Bankruptcy Court. The firm will be paid at these rates: Analyst $30 to $50 Technology Consultant $65 to $195 Director $175 to $245 Solicitation Consultant $220 Director of Solicitation $245 The Debtors provided Kroll with an advance in the amount of $75,000, which was received by Kroll on Dec. 22, 2023. Additionally, on March 1, 2024, April 19, 2024, and May 24, 2024, Kroll received payment in the amounts of $10,000, $10,000, and $10,000, respectively, for actual and/or estimated prepetition fees and expenses. Benjamin Steele, a managing director at Kroll Restructuring Administration, disclosed in a court filing that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Benjamin J. Steele Kroll Restructuring Administration, LLC 55 East 52nd Street, 17th Floor New York, NY 10055 Tel: (212) 593-1000 About Coach USA, Inc. Coach USA, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 24-11258) on June 11, listing $100,000,001 to $500 million in both assets and liabilities. Sean Matthew Beach, Esq. at Young, Conaway, Stargatt & Taylor represents the Debtor as counsel. The Debtors tapped Kroll Restructuring Administration LLC, as their claims and noticing agent; Houlihan Lokey, as their investment bankers; Bennett Jones LLP, as Canadian restructuring counsel; and Spencer Ware of CR3 Partners, LLC, as their Chief Restructuring Officer. CQENS TECHNOLOGIES: Board Appoints William Bartkowski as Secretary ------------------------------------------------------------------ CQENS Technologies Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on June 24, 2024, the Company reported the death of Roger Nielsen, the secretary of the Company and a member of the Company's board of directors. In accordance with the Company's bylaws, the remaining members of the Company's board of directors intend to appoint a new member to the Company's board of directors to fill the vacancy created by Mr. Nielson's death. On June 24, 2024 the board of directors appointed William P. Bartkowski, the Company's President, to serve as secretary of the Company. About CQENS Technologies Inc. CQENS Technologies Inc. is a technology company. It designs and develops innovative methods to heat plant-based and/or medicant-infused formulations to produce aerosols for the efficient and efficacious inhalation of the plant and medicant constituents contained therein. As of December 31, 2023, the Company had $2,282,630 in total assets, $1,336,664 in total liabilities, and $945,966 in total stockholders' equity. Houston, Texas-based MaloneBailey, LLP, the Company's auditor since 2013, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. CSC HOLDINGS: $2.50BB Bank Debt Trades at 16% Discount ------------------------------------------------------ Participations in a syndicated loan under which CSC Holdings LLC is a borrower were trading in the secondary market around 83.6 cents-on-the-dollar during the week ended Friday, June 28, 2024, according to Bloomberg's Evaluated Pricing service data. The $2.50 billion Term loan facility is scheduled to mature on April 15, 2027. About $2.39 billion of the loan is withdrawn and outstanding. CSC Holdings, LLC, provides broadband communications and video services in the United States. It is a wholly owned subsidiary of Cablevision. CV SCIENCES: Inks New Employment Agreements With Top Execs ---------------------------------------------------------- CV Sciences, Inc. disclosed in Form 8-K Report filed with the U.S. Securities and Exchange Commission that on June 20, 2024, the Company, entered into a new Executive Employment Agreement with Joseph Dowling, the Company's current Chief Executive Officer. This Agreement supersedes and replaces the existing Executive Employment Agreement, dated June 23, 2021, as modified per that certain Amendment No. 1 to the Executive Employment Agreement dated January 5, 2023, by and between the Company and Mr. Dowling. Mr. Dowling will continue to serve as the Company's Chief Executive Officer pursuant to the terms and conditions of the Agreement. The Agreement has a three-year term and provides for an annual base salary of $300,000, which amount shall be subject to annual adjustment as approved by the Company's Board of Directors. Under the terms of the Agreement, Mr. Dowling is also entitled to receive annual bonuses based on the Company's performance and/or Mr. Dowling's performance, subject to approval by the Board. If certain performance goals are met, Mr. Dowling would be entitled to receive a performance bonus, with a target amount of 50% of his then effective Base Salary; provided, however, that the payment and amount of such bonus shall be in the sole discretion of the Board. The Company may also propose new performance goals for purposes of determining additional annual bonuses payable to Mr. Dowling. Mr. Dowling shall also be eligible to participate in the Company's equity, compensation, and incentive plans as are generally made available to the Company's management executives; may be eligible to receive incentive stock options or other stock awards under the Company's 2023 Equity Incentive Plan, as determined by the Board; shall be entitled to a minimum of twenty days of annual paid vacation time exclusive of holidays; and shall be entitled to receive certain other perquisites, as set forth in the Agreement. In the event the Agreement is terminated as a result of Mr. Dowling's death or following his mental or physical disability, Mr. Dowling or his estate, as applicable, is entitled to the following payments and benefits: (i) all salary (and in the case of death, other compensation) under the Agreement, then due and payable and all accrued vacation pay and bonuses, if any, in each case payable or accrued through the date of death or determination of such disability, and (ii) all salary and accrued benefits that would have been payable under the Agreement by the Company to Mr. Dowling during the one-year period immediately following his death or disability, as applicable. In the event the Agreement is terminated for cause, the Company shall pay Mr. Dowling all salary then due and payable through the date of termination and all unpaid deferred compensation. Mr. Dowling would not be entitled to any severance compensation or any accrued vacation pay or bonuses in connection with a termination of the Agreement for cause. In the event the Agreement is terminated without cause, or Mr. Dowling resigns for good reason, the Company shall pay Mr. Dowling all unpaid deferred compensation and continue to pay Mr. Dowling all salary, benefits, earned bonuses and other compensation that would be due under the Agreement through the end of the term of the Agreement had the Company not terminated Mr. Dowling's employment, but in any event not less than one-year after the date of such termination, with such amounts payable in accordance with the Company's standard payroll practices. In the event the Agreement is voluntarily terminated by Mr. Dowling for any reason (other than for good reason), the Company shall pay Mr. Dowling all unpaid deferred compensation and all salary then due and payable through the date of termination. Mr. Dowling would not be entitled to any severance compensation or any accrued vacation pay or bonuses in connection with a voluntary termination of the Agreement by Mr. Dowling. In the event the Agreement is terminated upon consummation of a change of control, the Company shall pay Mr. Dowling all salary then due and payable through the date of termination and all unpaid deferred compensation. In addition, the Company shall pay Mr. Dowling a lump sum cash payment equal to two times the Base Salary. However, Mr. Dowling, would not be entitled to any severance compensation or any accrued vacation pay or bonuses in connection with a termination of the Agreement upon consummation of a change of control. In addition, notwithstanding anything to the contrary contained in any agreement with respect thereto: (i) upon termination of Mr. Dowling's employment pursuant to termination with cause or voluntary termination without good reason, all stock options, other equity options, restricted equity grants and similar rights held by Mr. Dowling with respect to securities of the Company not then fully vested, shall immediately terminate and revert to the Company, and (ii) upon termination of Mr. Dowling's employment pursuant to termination without cause or voluntary termination with good reason, all stock options, other equity options, restricted equity grants and similar rights held by Mr. Dowling with respect to securities of the Company shall remain in full force and effect and shall not be affected by such termination, and shall continue to vest, and (iii) upon termination of Mr. Dowling's employment pursuant to death or mental or physical disability, all stock options, other equity options, restricted equity grants and similar rights held by Mr. Dowling with respect to securities of the Company shall, to the extent not then fully vested, immediately become fully vested. Similarly, on June 20, the Company entered into a new Executive Employment Agreement with Joerg Grasser, the Company's current Chief Financial Officer. This Agreement supersedes and replaces the existing Executive Employment Agreement, dated December 17, 2021, as modified per that certain Amendment No. 1 to the Executive Employment Agreement, dated January 5, 2023, by and between the Company and Mr. Grasser. Mr. Grasser will continue to serve as the Company's Chief Financial Officer pursuant to the terms and conditions of the CFO Agreement. The CFO Agreement has a three-year term and provides for an annual base salary of $235,000, which amount shall be subject to annual adjustment as approved by the Board. Under the terms of the Agreement, Mr. Grasser is also entitled to receive annual bonuses based on the Company's performance and/or Mr. Grasser's performance, subject to approval by the Board. If certain performance goals are met, Mr. Grasser would be entitled to receive a performance bonus, with a target amount of 20% of his then effective CFO Base Salary; provided, however, that the payment and amount of such bonus shall be in the sole discretion of the Company's Board. The Company may also propose new performance goals for purposes of determining additional annual bonuses payable to Mr. Grasser. Mr. Grasser shall also be eligible to participate in the Company's equity, compensation, and incentive plans as are generally made available to the Company's management executives; may be eligible to receive incentive stock options or other stock awards under the Company's 2023 Equity Incentive Plan, as determined by the Board; shall be entitled to a minimum of twenty days of annual paid vacation time exclusive of holidays; and shall be entitled to receive other perquisites, as set forth in the CFO Agreement. In the event the CFO Agreement is terminated for cause, the Company shall pay Mr. Grasser all salary then due and payable through the date of termination and all unpaid deferred compensation. Mr. Grasser would not be entitled to any severance compensation or any accrued vacation pay or bonuses in connection with a termination of the CFO Agreement for cause. In the event the CFO Agreement is terminated without cause, or Mr. Grasser resigns for good reason, the Company shall pay Mr. Grasser all unpaid deferred compensation and continue to pay Mr. Grasser all salary, benefits, earned bonuses and other compensation that would be due under the CFO Agreement through the end of the term of the CFO Agreement had the Company not terminated Mr. Grasser's employment, but in any event not less than one-year after the date of such termination, with such amounts payable in accordance with the Company's standard payroll practices. In the event the CFO Agreement is voluntarily terminated by Mr. Grasser for any reason (other than for good reason), the Company shall pay Mr. Grasser all unpaid deferred compensation and all salary then due and payable through the date of termination. Mr. Grasser would not be entitled to any severance compensation or any accrued vacation pay or bonuses in connection with a voluntary termination of the CFO Agreement by Mr. Grasser. In the event the CFO Agreement is terminated upon consummation of a change of control, the Company shall pay Mr. Grasser all salary then due and payable through the date of termination and all unpaid deferred compensation. In addition, the Company shall pay Mr. Grasser a lump sum cash payment equal to two times the CFO Base Salary. However, Mr. Grasser, would not be entitled to any severance compensation or any accrued vacation pay or bonuses in connection with a termination of the CFO Agreement upon consummation of a change of control. In addition, notwithstanding anything to the contrary contained in any agreement with respect thereto: (i) upon termination of Mr. Grasser's employment pursuant to termination with cause or voluntary termination without good reason, all stock options, other equity options, restricted equity grants and similar rights held by Mr. Grasser with respect to securities of the Company not then fully vested, shall immediately terminate and revert to the Company, and (ii) upon termination of Mr. Grasser's employment pursuant to termination without cause or voluntary termination with good reason, all stock options, other equity options, restricted equity grants and similar rights held by Mr. Grasser with respect to securities of the Company shall remain in full force and effect and shall not be affected by such termination, and shall continue to vest. About CV Sciences Inc. San Diego, Calif.-based CV Sciences, Inc. is a consumer wellness company specializing in hemp extracts and other proven, science-backed, natural ingredients and products, which are sold through a range of sales channels from business-to-business to business-to-consumer. Irvine, Calif.-based Haskell & White LLP, the Company's auditor since 2021, issued a "going concern" qualification in its report dated March 29, 2024, citing that the Company has experienced recurring operating losses, negative cash flows from operations, and has limited liquid resources. These matters raise substantial doubt about the Company's ability to continue as a going concern. CYTODYN INC: Hires Marcum LLP as New Auditor -------------------------------------------- CytoDyn Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 28, 2024, the Audit Committee of the Board of Directors of the Company engaged Marcum LLP and appointed the firm as the Company's independent registered public accounting firm, effective immediately, to perform audit services for the Company's fiscal year ended May 31, 2024, and review services for the quarters ending Aug. 31, 2024, Nov. 30, 2024, and Feb. 28, 2025. About CytoDyn Inc. Headquartered in Vancouver, Washington, CytoDyn Inc. -- http://www.cytodyn.com-- is a clinical stage biotechnology company focused on the clinical development and potential commercialization of its product candidate, leronlimab, which is being studied for MASH, solid tumors in oncology, and HIV indications. The Company's focus is on implementing a therapeutic development and commercialization pathway for leronlimab through an approach that is opportunistic and minimizes the amount of Company capital needed for the creation of value by identifying strategies that are time- and cost-effective and support the creation of non-dilutive financing opportunities, such as license agreements and co-development or strategic partnerships. The Company's current business strategy, following the February 2024 removal of the clinical hold imposed by the FDA in December 2023, is to proceed toward conducting a Phase II study evaluating the effects of leronlimab on chronic inflammation; evaluating opportunities in solid tumors in oncology; pursuing research and development of longer-acting molecules; evaluating whether to conduct a combination pre-clinical study or monotherapy Phase 2b/3 clinical trial in MASH; publishing data from previously conducted studies; and resolving legal, regulatory, and financial matters. 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. "The Company incurred a net loss of approximately $33.1 million in the nine months ended February 29, 2024, and has an accumulated deficit of approximately $874.7 million as of February 29, 2024. These factors, among several others...raise substantial doubt about our ability to continue as a going concern," said CytoDyn in its Quarterly Report for the period ended Feb. 29, 2024. DESARROLLOS GJOM: Case Summary & One Unsecured Creditor ------------------------------------------------------- Debtor: Desarrollos Gjom, Inc. Carr. #2, KM 149.8, Mani Ward Mayaguez, PR 00680 Business Description: The Debtor is a merchant wholesaler of motor vehicle and motor vehicle parts and supplies. Chapter 11 Petition Date: June 27, 2024 Court: United States Bankruptcy Court District of Puerto Rico Case No.: 24-02687 Debtor's Counsel: Charles A. Cuprill Hernandez, Esq. CHARLES A CUPRILL LAW OFFICES PSC 356 Calle Fortaleza Second Floor San Juan, PR 00901 Tel: 787-977-0515 Email: ccuprill@cuprill.com Debtor's Financial Consultant: CPA LUIS R. CARRASQUILLO & CO., P.S.C. Total Assets: $1,680,587 Total Liabilities: $708,897 The petition was signed by Gustavo E. Guilbe Ortiz, president. The Debtor listed 1951 Group, LLC, P.O. Box 3266, Mayaguez, PR 00681 as its sole unsecured creditor holding a claim of $42,000 for roof repairs. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/67TSBLA/DESARROLLOS_GJOM_INC__prbke-24-02687__0001.0.pdf?mcid=tGE4TAMA DIRIGO GLOBAL: Seeks to Hire Purdy Powers as Accountant ------------------------------------------------------- Dirigo Global Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maine to employ Purdy Powers & Company to provide certain tax preparation services. The firm's services include: (a) preparation and filing of Debtor's 2021 federal and state income tax returns; (b) preparation and filing of Debtor's 2022 federal and state income tax returns; and (c) preparation and filing of Debtor's 2023 federal and state income tax returns. Purdy Powers & Company will be paid at these rates: Robert J. Kearns, CPA, MST $250 per hour Marc J. Powers, CPA, CVA $410 per hour Elmira Martin, CPA $250 per hour Corwin Brown, MA, EA $185 per hour Purdy Powers estimates its fees to total between $9,000 and $15,000. As disclosed in court filings, Purdy Powers & Company is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert J. Kearns, CPA, MST Purdy Powers & Company 130 Middle Street Portland, ME 04101 Tel: (207) 775-3496 Fax: (207) 775-0176 Email: rkearns@purdypowers.com About Dirigo Global Holdings, LLC Dirigo Global Holdings, LLC in Gardiner, ME, filed its voluntary petition for Chapter 11 protection (Bankr. D. Me Case No. 24-10084) on April 24, 2024, listing $1,791,522 in assets and $2,394,317 in liabilities. Kevin Mattson as manager, signed the petition. Marcus, Clegg, Bals & Rosenthal, P.A. serve as the Debtor's legal counsel. DMK PHARMACEUTICALS: Plan Exclusivity Period Extended to Aug. 2 --------------------------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware extended DMK Pharmaceuticals Corporation and its affiliated debtors' exclusive periods to file a plan of reorganization and obtain acceptance thereof to August 2 and October 1, 2024, respectively. As shared by Troubled Company Reporter, the Debtors explain that the Chapter 11 Cases have presented various complex and time-consuming issues, including: (1) communicating, and attempting to negotiate the terms of a potential plan of reorganization with the Committee, United States Department of Justice ("DOJ") and plan term sheet sponsor which was unsuccessful and led to the sale process; (2) this case involves a number of complex claims, including those asserted by the DOJ and Securities and Exchange Commission ("SEC"); (3) the Debtors' assets include complex and beneficial pharmaceuticals in many different stages of development; and (4) attending to myriad other matters associated with this case. The Debtors claim that they recently closed the sale of a valuable asset and have sufficient funds to operate and pay all administrative claims during the short, requested extension, although they remain mindful of minimizing expenses of operations and are in communication with the Committee regarding cash position and projections. The Debtors respectfully submit that, under the relevant facts and circumstances, the requested extension of the Exclusive Periods will not prejudice the legitimate interests of creditors, as they continue to make timely payment on their undisputed post-petition obligations. Moreover, proposing a plan before the Debtors' remaining valuable assets are sold and before an agreement with the DOJ and SEC is reached could be detrimental to the Debtors' ability to actually reach such agreement, translating in further loss of value. Counsel to the Debtors: Michael Busenkell, Esq. GELLERT SCALI BUSENKELL & BROWN LLC 1201 N. Orange Street, Suite 300 Wilmington, DE 19801 Tel: (302) 425-5812 Fax: (302) 425-5814 E-mail: mbusenkell@gsbblaw.com - and - Lee B. Hart, Esq. Adam D. Herring, Esq. NELSON, MULLINS, RILEY & SCARBOROUGH LLP 201 17th Street NW, Suite 1700 Atlanta, GA 30363 Tel: (404) 322-6000 Fax: (404) 322-6050 E-mail: lee.hart@nelsonmullins.com adam.hering@nelsonmullins.com - and - Dylan G. Trache, Esq. NELSON, MULLINS, RILEY & SCARBOROUGH LLP 101 Constitution Avenue, NW, Suite 900 Washington, D.C. 20001 Tel: (202) 689-2800 Fax: (202) 689-2860 E-mail: dylan.trache@nelsonmullins.com - and - Rachel A. Sternlieb, Esq. NELSON, MULLINS, RILEY & SCARBOROUGH LLP 1400 Wewatta Street, Suite 500 Denver, CO 80202 Tel: (303) 853-9900 Fax: (303) 583-9999 E-mail: rachel.sternlieb@nelsonmullins.com About DMK Pharmaceuticals Corp. DMK Pharmaceuticals Corporation and its affiliates are composed of a family of pharmaceutical companies that own various therapies treating different indications. Over time, the Debtors' portfolio of treatments has focused on treatment of the opioid epidemic, both in an emergency setting and in the prophylactic treatment of Opioid Use Disorder. DMK Pharmaceuticals and its affiliates filed petitions under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10153) on Feb. 2, 2024. In the petition signed by its chief financial officer, Seth Cohen, DMK Pharmaceuticals disclosed $10 million to $50 million in both assets and liabilities. The Debtors tapped Gellert Scali Busenkell & Brown, LLC and Nelson, Mullins, Riley & Scarborough, LLP as legal counsels; and Rock Creek Advisors, LLC as financial advisor. BMC Group, Inc. is the claims and noticing agent. DS26 LLC: Seeks to Hire Darby Law Practice as Bankruptcy Counsel ---------------------------------------------------------------- DS26, LLC seeks approval from the U.S. Bankruptcy Court for the District of Nevada to hire Darby Law Practice, Ltd. as its counsel. The firm will render these services: a. advise Debtor of its rights, powers and duties as a debtor and debtor in possession in the continued operation of business and management of their properties; b. take all necessary action to protect and preserve Debtor's estate; c. prepare on behalf of the Debtor all necessary motions, applications, answers, orders, reports and papers in connection with the administration of the Debtor's estate; d. attend meetings and negotiations with representatives of creditors, equity holders or prospective investors or acquirers and other parties in interest; e. appear before the Court, any appellate courts and the Office of the United States Trustee to protect the interests of the Debtor; f. pursue approval of confirmation of a plan of reorganization and approval of the corresponding solicitation procedures and disclosure statement; and g. perform all other necessary legal services in connection with the Chapter 11 case. The firm will be paid at the rate of $550 per hour. The firm received a retainer in the amount of $21,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Kevin A. Darby, Esq., a partner at Darby Law Practice, Ltd., 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: Kevin A. Darby, Esq. Darby Law Practice, Ltd. 499 W. Plumb Lane, Suite 202 Reno, NV 89509 Tel: (775) 322-1237 About DS26, LLC DS26, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). DS26, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 24-50576) on June 10, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by M. Marie Murphy as manager of M3 Manager. Judge Hilary L. Barnes presides over the case. Kevin A. Darby, Esq. at Darby Law Practice, Ltd. represents the Debtor as counsel. DURECT CORP: Board Committee Dismisses Ernst & Young as Auditor --------------------------------------------------------------- DURECT Corporation reported in a Form 8-K filed with the Securities and Exchange Commission that on June 28, 2024, the Audit Committee of the board of directors of the Company dismissed Ernst & Young LLP as the Company's independent registered public accounting firm. EY's audit reports on the Company's financial statements as of Dec. 31, 2023 and 2022 and for the years then ended did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the audit reports of EY on the Company's financial statements for the years ended Dec. 31, 2023 and Dec. 31, 2022 contained an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern. The Company maintained that during the fiscal years ended Dec. 31, 2023 and 2022 and the subsequent interim period through June 28, 2024, there were (1) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between the Company and EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of the disagreement in connection with its report for such years, and (2) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K. Engagement of New Accounting Firm On June 28, 2024, the Audit Committee appointed WithumSmith+Brown, PC as the Company's new independent registered public accounting firm commencing with the Company's fiscal year ending Dec. 31, 2024. During the Company's fiscal years ended Dec. 31, 2023 and 2022 and the subsequent interim periods through June 28, 2024, the date that Withum was appointed as the Company's new independent registered public accounting firm, neither the Company nor anyone acting on its behalf consulted with Withum regarding either of the following: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that Withum concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K). About DURECT Corporation Headquartered in Cupertino, CA, DURECT is a late-stage biopharmaceutical company pioneering the development of epigenetic therapies that target dysregulated DNA methylation to transform the treatment of serious and life-threatening conditions, including acute organ injury and cancer. Larsucosterol, DURECT's lead drug candidate, binds to and inhibits the activity of DNA methyltransferases (DNMTs), epigenetic enzymes that are elevated and associated with hypermethylation found in alcohol-associated hepatitis (AH) patients. Larsucosterol is in clinical development for the potential treatment of AH, for which the FDA has granted a Fast Track and a Breakthrough Therapy designation; metabolic dysfunction-associated steatohepatitis (MASH) is also being explored. In addition, POSIMIR (bupivacaine solution) for infiltration use, a non-opioid analgesic utilizing the innovative SABER platform technology, is FDA-approved and is exclusively licensed to Innocoll Pharmaceuticals for sale and distribution in the United States. San Francisco, California-based Ernst & Young LLP, the Company's auditor since 1998, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has an accumulated deficit as well as negative cash flows from operating activities and has stated that substantial doubt exists about the Company's ability to continue as a going concern. ELENAROSE CAPITAL: Plan Exclusivity Period Extended to August 16 ---------------------------------------------------------------- Judge Andrea K. McCord of the U.S. Bankruptcy Court for the Southern District of Indiana extended ElenaRose Capital LLC and affiliates' exclusive period to file a plan of reorganization to August 16, 2024. As shared by Troubled Company Reporter, the Debtors submit that cause exists to extend the exclusivity period in this case based on, among other things, Debtors efforts to retain a Chief Restructuring Officer ("CRO") that will be charged with helping debtor formulate a plan of reorganization. The Debtors claim that they will need additional time for the CRO to formulate a plan that can be put before the Court in the event a CRO is appointed. Counsel to the Debtors: Weston E. Overturf, Esq. Anthony T. Carreri, Esq. KROGER GARDIS & REGAS, LLP 111 Monument Cir # 900 Indianapolis, IN 46204 Phone: (317) 777-7439 Email: woverturf@kgrlaw.com About ElenaRose Capital ElenaRose Capital LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 23-70665-AKM-11) on Sept. 8, 2023. In the petition signed by Louis Capolino, president/manager, the Debtor disclosed up to $50,000 in assets and up to $10 million. Judge Andrea K. McCord oversees the case. Weston E. Overturf, Esq., at Kroger, Gardis & Regas, LLP, is the Debtor as legal counsel. EMCORE CORP: Noel Heiks Quits as Director ----------------------------------------- EMCORE Corporation disclosed in a Form 8-K filed with the Securities and Exchange Commission on June 21, 2024, that Noel Heiks resigned from the Company's Board of Directors effective on June 17, 2024. Effective on June 21, 2024, the Board of Directors appointed (i) Jeffrey J. Roncka to serve as a new member of the Audit Committee and (ii) Bruce E. Grooms to serve as Chairperson of the Compensation Committee. About Emcore Headquartered in Alhambra, California, EMCORE Corporation -- https://www.emcore.com -- is a provider of sensors and navigation systems for the aerospace and defense market. Over the last five years, EMCORE has expanded its scale and portfolio of inertial sensor products through the acquisitions of Systron Donner Inertial, Inc. in June 2019, the Space and Navigation business of L3Harris Technologies, Inc. in April 2022, and the FOG and Inertial Navigation Systems business of KVH Industries, Inc. in August 2022. The Company's multi-year transition from a broadband company to an inertial navigation company has now been completed following the sale of its cable TV, wireless, sensing and defense optoelectronics business lines and the shutdown of its chips business line and indium phosphide wafer fabrication operations. Going Concern "We have recently experienced losses from our operations and used a significant amount of cash, amounting to a net loss of $8.5 million and $14.2 million for the three and six months ended March 31, 2024, respectively, and net cash outflows from continuing operations of $9.7 million for the six months ended March 31, 2024. We expect to continue to incur losses and use cash in our operations in the near term. As a result of our recent cash outflows, we have taken actions to manage our liquidity and plan to continue to do so. As of March 31, 2024, our cash and cash equivalents totaled $12.0 million, including restricted cash of $0.5 million. "We are evaluating the sufficiency of our existing balances of cash and cash equivalents and cash flows from operations, together with additional actions we could take including further expense reductions and/or potentially raising capital through additional debt or equity issuances, or from the potential monetization of certain assets. However, we may not be successful in executing on our plans to manage our liquidity, including recognizing the expected benefits from our previously announced restructuring program, or raising additional funds if we elect to do so, and as a result substantial doubt about our ability to continue as a going concern exists," said Emcore in its Quarterly Report for the period ended March 31, 2024. EMX ROYALTY: All Three Proposals Approved at Annual Meeting ----------------------------------------------------------- EMX Royalty Corporation announced that all proposed resolutions were approved at the Company's Annual General Meeting of shareholders held on June 28, 2024, in Vancouver, British Columbia. At the Annual Meeting, the shareholders: (1) elected Dawson Brisco, David M. Cole, Sunny Lowe, Henrik Lundin, Geoff Smith, Michael D. Winn, and Chris Wright as directors of the Company to serve for a one-year term and hold office until the next annual meeting of shareholders; (2) voted in favour of appointing Davidson & Company LLP, Chartered Accountants as auditors; and (3) ratified and approved the Company's Stock Option Plan. Inaugural Sustainability Report The Company also announced the publication of its inaugural Sustainability Report for 2023. This report marks a milestone in the Company's journey with respect to its sustainable and ethical business practices and sets a foundational baseline for the Company's Environmental, Social and Governance (ESG) efforts moving forward. The report provides information on the Company's key ESG initiatives, reviews performance metrics, identifies improvement areas, and sets future targets. This report marks the first edition of the Company's Sustainability Report and is designed to provide transparent information about EMX's corporate responsibility practices. The report has been developed in reference to the Global Reporting Initiative, the International Council on Mining and Metals, and the key material considerations from the International Financial Reporting Standards, the Task Force on Climate-related Financial Disclosures, the Sustainability Accounting Standards Board, and the International Sustainability Standards Board (ISSB) disclosure standards. About EMX EMX Royalty Corporation -- https://emxroyalty.com -- is a precious, and base metals royalty company. EMX's investors are provided with discovery, development, and commodity price optionality, while limiting exposure to risks inherent to operating companies. The Company's common shares are listed on the NYSE American Exchange and TSX Venture Exchange under the symbol "EMX". Vancouver, Canada-based Davidson & Company LLP, the Company's auditor since 2002, issued a "going concern" qualification in its report dated March 21, 2024, citing that the Company has a working capital deficiency that raises substantial doubt about its ability to continue as a going concern. ENERGY FOCUS: Raises $0.85 Million From Private Placement --------------------------------------------------------- Energy Focus, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 21, 2024, it entered into a securities purchase agreement with Sander Electronics Inc., a shareholder of the Company controlled by Chiao Chieh (Jay) Huang, CEO of the Company, pursuant to which the Company agreed to issue and sell in a private placement an aggregate of 534,592 shares of the Company's common stock, par value $0.0001 per share, for a purchase price per share of $1.59. Aggregate gross proceeds to the Company in respect of the Private Placement is approximately $0.85 million, before offering expenses payable by the Company. The Private Placement closed on June 21, 2024. The Private Placement was priced at the closing price of the Common Stock on The Nasdaq Stock Market LLC the day prior to the closing, which is fair market value under the rules of Nasdaq. The issuance and sale of the Shares pursuant to the Purchase Agreement are not being registered under the Securities Act of 1933, as amended, and were made pursuant to certain exemptions from registration, including Regulation S promulgated thereunder, in reliance on the representations and covenants of the Purchaser under the Purchase Agreement. About Energy Focus Solon, Ohio-based Energy Focus -- http://www.energyfocus.com-- engages primarily in the design, development, manufacturing, marketing and sale of energy-efficient lighting systems and controls. The Company develops, markets and sells high quality light-emitting diode ("LED") lighting and controls products in the commercial market and military maritime market. Columbus, Ohio-based GBQ Partners, LLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 22, 2024, citing that the Company has experienced recurring losses from operations and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. EYECARE PARTNERS: $250MM Bank Debt Trades at 44% Discount --------------------------------------------------------- Participations in a syndicated loan under which Eyecare Partners LLC is a borrower were trading in the secondary market around 55.8 cents-on-the-dollar during the week ended Friday, June 28, 2024, according to Bloomberg's Evaluated Pricing service data. The $250 million Term loan facility is scheduled to mature on November 15, 2028. About $245.6 million of the loan is withdrawn and outstanding. EyeCare Partners, LLC, headquartered in St. Louis, Missouri, is a medically focused eye care services provider. EyeCare Partners is vertically integrated, providing optometry, ophthalmology and retail products. FINANCE OF AMERICA: Inks Exchange Offer Support Agreement --------------------------------------------------------- Finance of America Companies Inc. announced on June 25, 2024, that certain of its direct and indirect subsidiaries, including Finance of America Funding LLC, entered into an agreement with certain holders representing approximately 71.1% of FOA Funding's outstanding unsecured Senior Notes due 2025 to support and participate in an exchange of any and all of the outstanding 2025 Unsecured Notes for: (i) up to $200 million aggregate principal amount of Senior Secured First Lien notes due 2026, subject to certain extensions, and (ii) up to $150 million aggregate principal amount of Exchangeable Senior First Lien Notes due 2029. Additionally, on June 24, 2024, the Libman Parties notified the Company that they also intend to participate in the foregoing transactions. As a result, the total amount of holders of 2025 Unsecured Notes intending to participate in such transactions represent ownership of approximately 93.1% of the aggregate principal amount of the 2025 Unsecured Notes. The announcement marks another significant step to improve the Company's capital structure and achieve sustainable growth and profitability. Simpson Thacher & Bartlett LLP served as counsel and Houlihan Lokey Capital, Inc. served as financial advisor to the Company and its subsidiaries. A full-text copy of the Company's report, filed on Form 8-K with the Securities and Exchange Commission with more information about the Exchange Offer Support Agreement, is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1828937/000182893724000054/foa-20240624.htm About Finance of America Plano, Texas-based, Finance of America Companies Inc. is a financial services holding company which, through its operating subsidiaries, is a modern retirement solutions platform that provides customers with access to an innovative range of retirement offerings centered on the home. In addition, FoA offers capital markets and portfolio management capabilities to optimize distribution to investors. As of December 31, 2023, the Company has $27.11 billion in total assets, $26.84 billion in total liabilities, and $272.41 million in total equity. As reported by the Troubled Company Reporter on Oct. 20, 2023, Fitch Ratings has downgraded the Long-Term Issuer Default Ratings (IDRs) of Finance of America Companies Inc. and its subsidiaries, Finance of America Equity Capital LLC and Finance of America Funding LLC, to 'CCC+' from 'B-'. Fitch has also downgraded Finance of America Funding LLC's senior unsecured debt rating to 'CCC-'/'RR6' from 'CCC+'/'RR5'. The Rating Outlook remains Negative. The rating actions have been taken as part of a periodic peer review of non-bank mortgage companies, which is comprised of six publicly rated firms. The rating downgrade reflects the operating losses and resulting erosion of tangible equity FOA has experienced over the last year, which has resulted in continuing covenant breaches, which may limit the company's ability to extend debt maturities and secure future funding. High interest rates and borrower affordability challenges have reduced origination volumes, which, along with widening credit spreads, have resulted in significant negative fair value adjustments to FOA's assets. Tangible equity has decreased to negative $5 million at 2Q23, down from $288 million in 2Q22 and $480 million at YE21. The Negative Outlook reflects Fitch's expectation that FOA's profitability will remain weak, challenging its ability to rebuild tangible capital levels over the Outlook horizon. Additionally, Fitch's believes execution risk remains with regard to the integration of American Advisors Group (AAG) and the restructuring of FOA's continuing business segments, which could impact its long-term franchise and market position. FISKER INC: Davis Polk Advises Business on Chapter 11 Cases ----------------------------------------------------------- Davis Polk is advising Fisker Inc. and certain of its affiliates in connection with cases commenced by the company under chapter 11 of the United States Bankruptcy Code. Fisker intends to use chapter 11 to facilitate an orderly and efficient liquidation of its assets. On June 17, 2024, and June 19, 2024, Fisker filed voluntary chapter 11 petitions in the United States Bankruptcy Court for the District of Delaware. At a hearing on June 21, 2024, the Bankruptcy Court granted Fisker all of the relief requested in the company's first-day motions, including the authority to use cash collateral and to pay employee wages and benefits in the ordinary course. Fisker is an American automotive company that designs, develops, markets and sells electric vehicles. Passionately driven by a vision of a clean future for all, Fisker created the world's most sustainable and emotionally desirable electric vehicles. Headquartered in California, Fisker operates in several countries (including the United States, Austria, Germany, China, and India) and conducts sales operations in North America and throughout Europe. The Davis Polk restructuring team includes partners Brian M. Resnick and Darren S. Klein, counsel Steven Z. Szanzer and Christopher Robertson and associates Richard J. Steinberg and Amber Leary. The finance team includes partner Robert F. Smith and associate Zoe Chen. Partners Michael Kaplan and Michael Davis and counsel Michael Stromquist are providing corporate advice. The litigation team includes partner James I. McClammy. Partner Corey M. Goodman and counsel Tracy L. Matlock are providing tax advice. All members of the Davis Polk team are based in the New York office. Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited liability partnership, and its associated entities. About Fisker Inc. California-based Fisker Inc. is revolutionizing the automotive industry by designing and developing individual mobility in alignment with nature. Passionately driven by a vision of a clean future for all, the company is on a mission to create the world's most sustainable and emotional electric vehicles. FOSSIL GROUP: S&P Downgrades ICR to 'CCC', Outlook Negative ----------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on global consumer fashion accessories company Fossil Group Inc. to 'CCC' from 'CCC+'. S&P said, "We also lowered our issue-level rating on its senior unsecured notes to 'CCC' from 'CCC+'. Our '4'recovery rating is unchanged. "The negative outlook reflects the risk that Fossil could default on its debt or pursue a restructuring in the coming 12 months if sales declines and cash burn continue. "The downgrade reflects our view that Fossil faces significant execution risk with its turnaround plan to stabilize the business and return to profitable growth. Following several years of sales declines and deteriorating margins, Fossil is closing stores, cutting costs, and refocusing on its core product categories to return to profitability. Fossil has struggled for years to navigate the secular decline in the traditional watches market. More recently, we believe the company's thinning cushion to absorb unanticipated setbacks amplifies the execution risk associated with its turnaround strategy. Fossil reported significant cash burn in fiscals 2022 and 2023, and we expect cash flow generation to remain uneven over the next two years. We note that the one-time receipt of a $57 million U.S. tax refund will likely lead to positive FOCF in fiscal 2024 before returning to a cash flow deficit in fiscal 2025. In addition, borrowings under the $225 million asset-based lending (ABL) facility totaled $58 million, but borrowing base limitations restrict Fossil's ability to access the full amount. Although we forecast sufficient liquidity at this time, we believe unfavorable market or macroeconomic conditions relative to our forecast could result in a liquidity shortfall within the subsequent 12 months. "Also importantly, long-time CEO Kosta Kartsotis stepped down in March amid ongoing weak performance and activist investor pressure. The company announced a strategic review of its business and retained Evercore as a financial adviser. We note the capital structure comes due in the second half of 2026. "Fossil's ongoing weak operating results and uncertain path to recovery continue to lead us to view its capital structure as unsustainable. Operating performance remained very weak through the first fiscal quarter as significant sales declines strained profitability and free operating cash flow (FOCF). Global sales decreased 21.6% in the quarter, reflecting weak performance across all major geographical regions, because of general category, channel, and consumer softness. We note that the exit from its smartwatch category and store rationalization contributed about five points of the sales decline. Amid continued demand trends, we forecast a significant contraction in Fossil's top line through fiscal years 2024 and 2025. "Moreover, we expect negative EBITDA over the next 12-24 months as sales declines more than offset the benefits of its Transform and Grow (TAG) initiative. Fossil reported its fifth consecutive quarter of negative EBITDA despite expanding gross margin 300 basis points and reducing selling, general and administrative expenses 20%. Our forecast for moderately negative EBITDA in fiscal 2024 incorporates nearly $130 million of benefits from TAG, reflecting initiatives surrounding product and transportation cost, stock-keeping unit rationalization, closures of underperforming stores, and centralization of operations. As a result, we project continued weak credit metrics, including very high leverage. "The negative outlook on Fossil reflects the risk that operating performance does not improve and its liquidity position further deteriorates, heightening the likelihood of default over the next 12 months. "We could lower our rating on Fossil if we believe a payment default, distressed exchange, or restructuring appears inevitable within the next six months to one year. "We could raise our rating on Fossil if we believe the company can achieve sustained improvements in operating results, leading to improved cash flow and a better liquidity position." FOUNDEVER WORLDWIDE: $1.40BB Bank Debt Trades at 22% Discount ------------------------------------------------------------- Participations in a syndicated loan under which Foundever Worldwide Corp is a borrower were trading in the secondary market around 77.6 cents-on-the-dollar during the week ended Friday, June 28, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.40 billion Term loan facility is scheduled to mature on August 28, 2028. About $1.36 billion of the loan is withdrawn and outstanding. Foundever Worldwide Corp provides business process outsourcing services. The Company offers digital, technology, training, analytics, technical support, and consulting services. Foundever Worldwide serves telecoms, utilities, and healthcare industries worldwide. GGA REDDY: Hires Hughes Watters Askanase as General Counsel ----------------------------------------------------------- GGA Reddy Family Limited Partnership LP seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Hughes Watters Askanase, LLP as its general counsel. The firm's services include: a. rendering bankruptcy related legal advice to the Debtor regarding its business and property; b. assisting, on behalf of the Debtor, in the preparation of necessary applications, notices, motions, answers, orders, reports, schedules, statement of affairs, and other legal papers; c. assisting the Debtor in its efforts to sell its property in compliance with applicable Bankruptcy Law; d. assisting the Debtor in the negotiation and formulation of a plan of reorganization and the preparation of a disclosure statement; e. assisting the Debtor in preserving and protecting the Debtor's estate; f. performing all other legal services for the Debtor which may be necessary or appropriate in administering the bankruptcy case; The firm will charge for time at its normal billing rates for attorneys and paralegals and will request reimbursement for its out-of-pocket expenses. As 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 through: Michael Weems, Esq. HUGHESWATTERSASKANASE, LLP TotalEnergies Tower 1201 Louisiana, 28th Floor Houston, TX 77002 Telephone: (713) 590-4222 Facsimile: (713) 590-4230 Email: mlw@hwa.com About GGA Reddy Family Limited Partnership LP GGA Reddy Family Limited Partnership LP sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-32588) on June 3, 2024. In the petition signed by Malladi S. Reddy, as general partner, the Debtor reports estimated assets between $500,000 and $1 million and estimated liabilities between $1 million and $10 million. The Debtor is represented by Michael L Weems, Esq. at HughesWattersAskanase. GLOBAL TECHNOLOGIES: Hikes Shareholder Equity via Stock Exchange ---------------------------------------------------------------- Global Technologies, Ltd., announced June 27, 2024, that it has entered into a Share Exchange Agreement to increase the Company's shareholder equity. On June 25, 2024, the Company filed a designation for a new series of preferred stock, titled Series N Preferred Stock, with the Secretary of State of the State of Delaware. The Holders of the Series N shall vote together with the outstanding shares of Class A Common Stock and have a fixed conversion price of $.50 per share. On June 26, 2024, the Company entered into a Share Exchange Agreement with each of the Holders of the Company's Series L Preferred Stock. As of the date of the Agreement, there were a total of 339 shares of Series L outstanding. As per the terms of the Agreement, shares of Series L were exchanged for shares of the newly designated Series N. A total of 1,864,500 shares of Series N were issued. All outstanding shares of Series L were retired. The exchange of outstanding Series L shares for Series N shares increases the Company's shareholder equity by approximately $1.8 million. "Over the past 12 months, we have taken steps to increase shareholder equity through an expansion of our operations and subsequent increase in revenue, decrease in debt and other measures," said Fredrick Cutcher, chief executive officer of Global Technologies, Ltd. "We are extremely excited to keep pushing forward to our goal of an uplist to the NASDAQ or a National Exchange." About Global Technologies Global Technologies, Ltd. -- www.globaltechnologiesltd.info -- is a multi-operational company with a strong desire to drive transformative innovation and sustainable growth across the technology and service sectors, empowering businesses and communities through advanced, scalable solutions that enhance connectivity, efficiency, and environmental stewardship. The Company envisions a future where technology seamlessly integrates into every aspect of life, improving the quality of life and the health of the planet. The Company's vision is to lead the industries it serves with groundbreaking initiatives that sets new standards in innovation, customer experience, and corporate responsibility, thereby creating enduring value for all stakeholders. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Dec. 28, 2023, citing that the Company has a history of net losses, an accumulated deficit, and negative cash flows from operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. "There is no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available through external sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material effect on the business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or they will not have a significant dilutive effect on the Company's existing shareholders. We have therefore concluded there is substantial doubt about our ability to continue as a going concern," said Global Technologies in its Quarterly Report for the period ended March 31, 2024. GT GIST: Seeks to Hire Ledbetter Law as Bankruptcy Counsel ---------------------------------------------------------- GT Gist Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to hire Ledbetter Law Firm, LLC as its attorney. The firm's services include: (a) analyzing the Debtor's financial condition and rendering advice in determining whether to file a petition in bankruptcy; (b) preparing and filing a Chapter 11 plan, disclosure statement and other legal documents; (c) representing the Debtor at the meeting of creditors and court hearings; (d) representing the Debtor in adversary proceedings and other contested bankruptcy matters; and (e) representing the Debtor at federal and state court lawsuits and administrative proceedings related or ancillary to its Chapter 11 proceeding. The Debtor will employ the firm at the standard hourly rate of $325. The firm received a retainer in the amount of $2,000. Ledbetter Law Firm does not represent interest adverse to the Debtor in the matters upon which it is to be engaged, according to court papers filed by the firm. The firm can be reached through: Frank R. Ledbetter, Esq. Ledbetter Law Firm, LLC 141 N. Meramec Avenue, Suite 24 Saint Louis, MO 63105 Tel: (314) 535-7780 Fax: (314) 533-7078 Email: stlatty@gmail.com About GT Gist Properties GT Gist Properties, LLC filed Chapter 11 petition (Bankr. E.D. Mo. Case No. 24-42034) on June 10, 2024, with $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Garrett Gist, member, signed the petition. Frank R. Ledbetter, Esq., at Ledbetter Law Firm, LLC represents the Debtor as bankruptcy counsel. GULF SOUTH: Seeks to Extend Plan Exclusivity to August 14 --------------------------------------------------------- Gulf South Energy Services, LLC, asked the U.S. Bankruptcy Court for the Western District of Louisiana to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to August 14 and October 13, 2024, respectively. The Debtor is in the business of providing flowback, well-testing, torque & test, equipment rental, and wireline services, and related services through employees and third parties, including, but not limited to, drilling and completion equipment, drilling and completion wireline equipment, wireline engineers, wireline operators, flowback equipment, flowback supervisors, flowback operators, well-test equipment, well-test supervisors, and well test operators to its clients. The Debtor has not been able to formulate the treatment for several substantial claims. Significant unresolved issues exist regarding, among others, a secured claim filed by Bank of Brenham N.A. in the amount of $1,165,125.17, a secured claim filed by b1 Bank in the amount of $1,770,750.25, and a priority claim filed by the Internal Revenue Service estimated at $526,682.06. The Debtor claims that it continues to pay its post-petition obligations as they become due and remains in compliance with its duties as a Debtor-in-Possession. The Debtor has, in good faith, made progress towards reorganization by generating positive income and cash flow. In the absence of meaningful resolution of significant claims disputes, including, inter alia, the secured claim filed by Bank of Brenham N.A., the secured claim filed by b1 Bank, and a priority claim filed by the Internal Revenue Service, the Debtor will not be able to draft and present for consideration a plan that would be in the best interest of the estate, the creditors, and the Debtor and likely provide the most expeditious path to confirmation. The Debtor asserts that it is not trying to unnecessarily prolong or delay these proceedings or pressure its creditors. The Debtor's failure to file a plan during the current Exclusivity Period does not result from any fault or inaction by this Debtor, but instead is a result of the circumstances described. Further, no party in interest will suffer any prejudice from granting the requested relief. On the other hand, if the Court declines to extend the Exclusivity Period, the Debtor believes that the interests of all of its creditors and other parties in interest will be harmed and that its progress towards a successful reorganization would be severely hampered. Litigation of any competing plan would cause undue expense to the estate. Gulf South Energy Services, LLC, is represented by: Curtis R. Shelton, Esq. AYRES, SHELTON, WILLIAMS, BENSON & PAINE, LLC Suite 1400, Regions Tower 3333 Texas Street (71101) P.O. Box 1764 Shreveport, LA 71166-1764 Telephone: (318) 227-3500 Facsimile: (318) 227-3806 E-mail: curtisshelton@awsw-law.com About Gulf South Energy Services Gulf South Energy Services, LLC is an oil & natural gas company in Shreveport, Louisiana. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. La. Case No. 24-10178) on Feb. 16, 2024. In the petition signed by Todd Davis, managing member, the Debtor disclosed up to $50 million in both assets and liabilities. Judge John S. Hodge oversees the case. Robert W. Raley, Esq., is the Debtor's legal counsel. HAWKEYE ENTERTAINMENT: Seeks to Extend Plan Exclusivity to Oct. 12 ------------------------------------------------------------------ Hawkeye Entertainment, LLC, asked the U.S. Bankruptcy Court for the Central District of California to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to October 12 and December 11, 2024, respectively. The Debtor commenced this bankruptcy case by filing a Voluntary Petition under Chapter 11 of the Bankruptcy Code on October 18, 2023 ("Petition Date"). The Debtor's most valuable assets are the Lease for the Premises for the first four floors and a portion of the basement of the real property commonly known as the Pacific Stock Exchange Building located at 618 S. Spring Street, in Los Angeles, California and the Sublease with WERM. The Debtor is the holding company for the Lease, which is sublet to a related entity. The Debtor's successful reorganization is dependent upon the assumption of the Lease and Sublease for the Premises at issue in the Assumption Motion. The Debtor explains that assumption of the Lease and Sublease is material to the Debtor's successful reorganization. Therefore, the Debtor timely moved to assume the Lease and Sublease by filing the Assumption Motion on December 19, 2023, significantly in advance of the expiration of the initial 120-day deadline imposed under Section 365(d)(4) of the Bankruptcy Code. Contemporaneously with the filing of the Assumption Motion, the Debtor filed the Section 365(d)(4) Motion. The Debtor claims that after the conclusion of discovery which is ongoing, there will be a trial on the Assumption Motion if a settlement is not reached. The issues relating to the nonmonetary defaults asserted by the Landlord, and contested by the Debtor, are complex and need to be resolved as part of the Assumption Motion. The Debtor is proceeding to resolve the Lease and Sublease issues before the Court as expeditiously as reasonably possible under the circumstances. The Debtor asserts that it is not seeking a further extension to pressure creditors to accede to its reorganization proposals. Rather, the additional time requested is necessary to ensure that the Debtor is able to present a comprehensive Plan. In fact, once the issues concerning the Lease and Sublease are decided by the Court, the Debtor intends to make a good faith effort toward a consensual Plan. Hawkeye Entertainment, LLC, is represented by: Sandford L. Frey, Esq. Lori A. Schwartz, Eq. Leech Tishman Robinson Brog, PLLC 200 South Los Robles Avenue, Suite 300 Pasadena, CA 91101 Tel: (212) 603-6300 Fax: (212) 956-2164 Email: sfrey@leechtishman.com About Hawkeye Entertainment Hawkeye Entertainment, LLC, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-11501) on Oct. 18, 2023. In the petition signed by Adi McAbian, president of Saybian Gourmet, Inc., member of Hawkeye, the Debtor disclosed up to $10 million in both assets and liabilities. Judge Martin R. Barash oversees the case. Sandford L. Frey, Esq., at Leech Tishman Fuscaldo & Lampl, LLC, is the Debtor's legal counsel. HELIUS MEDICAL: All Five Proposals Approved at Annual Meeting ------------------------------------------------------------- Helius Medical Technologies, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that at the annual meeting of stockholders of the Company held on June 27, 2024, the Company's stockholders: (i) elected Blane Walter, Dane C. Andreeff, Edward M. Straw, Jeffrey S. Mathiesen, Paul Buckman, and Sherrie Perkins as directors, each to serve for a one-year term until the 2025 annual meeting of stockholders or until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal; (ii) ratified the appointment of Baker Tilly US, LLP as the Company's independent registered public accounting firm for the year ending Dec. 31, 2024; (iii) approved (on an advisory basis) the compensation of the Company's named executive officers; (iv) approved a first amendment to the Helius Medical Technologies, Inc. 2022 Equity Incentive Plan; and (v) authorized one or more adjournments to the annual meeting to solicit additional proxies in the event there were insufficient votes to approve Proposal 4 described above. Pursuant to the terms and conditions of the Amendment, the 2022 Equity Incentive Plan was amended to: * increase the aggregate number of shares of Common Stock that may be issued under the 2022 Equity Incentive Plan to 2,089,000 new shares; * automatically increase on January 1st of each year for a period of five years commencing on Jan. 1, 2025 and ending on (and including) Jan. 1, 2029, the aggregate number of shares of Common Stock that may be issued pursuant to Awards (as defined in the 2022 Equity Incentive Plan) by an amount equal to 5% of the Fully Diluted Shares (as defined in the 2022 Equity Incentive Plan) as of the last day of the preceding calendar year, provided, however that the Board may act prior to the effective date of any such annual increase to provide that the increase for such year will be a lesser number of shares of Common Stock; and * increase the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options (as defined in the 2022 Equity Incentive Plan) to 5,000,000 shares. About Helius Medical Helius Medical Technologies, Inc. -- http://www.heliusmedical.com/ -- is a neurotechnology company focused on neurological wellness. Its purpose is to develop, license or acquire non-implantable technologies targeted at reducing symptoms of neurological disease or trauma. Minneapolis, Minnesota-based Baker Tilly US, LLP, the Company's auditor since 2022, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has recurring losses from operations, an accumulated deficit, expects to incur losses for the foreseeable future and requires additional working capital. These are the reasons that raise substantial doubt about its ability to continue as a going concern. HEYCART INC: Committee Hires Porzio Bromberg & Newman as Counsel ---------------------------------------------------------------- The official committee of unsecured creditors of Heycart, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Porzio, Bromberg & Newman, P.C. as its counsel. The firms services include: a) advising the Committee with regard to the requirements of the Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and OUST as they pertain to the Committee; b) advising the Committee with regard to certain rights and remedies of the Debtor's bankruptcy estate and the rights, claims and interests of creditors; c) advising the Committee with respect to the Committee's power and duties under Bankruptcy Code section 1103; d) assisting the Committee in connection with any proposed chapter 11 plan or other disposition of this case; e) assisting the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor; f) representing the Committee at hearings held before the Court and communicate with the Committee regarding the issues raised, as well as the decisions of the Court; g) conducting examinations of witnesses, claimants or adverse parties and representing the Committee in any adversary proceeding except to the extent that any such adversary proceeding is in an area outside of Porzio's expertise; h) preparing and assisting the Committee in the preparation of reports, applications, pleadings and orders including, but not limited to, applications to employ professionals, and responding to pleadings filed by any other party in interest in this case, including the Debtor; i) assisting the Committee in analyzing the claims of the Debtor's creditors and the Debtor's capital structure and in negotiating with holders of claims, including analysis of possible objections to the priority, amount, subordination, or avoidance of claims and/or transfers of property in consideration of such claims; j) advising and representing the Committee in connection with matters generally arising in this case, and preparing necessary applications, motions, answers, orders, reports and other legal papers on behalf of the Committee; k) reviewing and analyzing all applications, motions, orders, statements of operations and schedules filed with the Court by the Debtor or third parties, advising the Committee as to their propriety, and, after consultation with the Committee, taking appropriate action; l) assisting the Committee in connection with any proposed chapter 11 plan or other disposition of this case; and m) performing such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules, or other applicable law. The firm will be paid at these rates: Kelly D. Curtin $770 per hour Zhenyi Zhou $400 per hour Kelly D. Curtin, Esq., member at Porzio, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: Kelly D. Curtin, Esq. Zhenyi Zhou, Esq. 100 Southgate Parkway P.O. Box 1997 Morristown, NJ 07962 Telephone: (973) 538-4006 Email: kcurtin@pbnlaw.com jzhou@pbnlaw.com About Heycart, Inc. Heycart Inc. is primarily engaged in selling utensils, ceramic dishes, reusable labels and wine accessories. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10483) on February 28, 2024. In the petition signed by Aiden Chien, chief operating officer, the Debtor disclosed $1,231,380 in assets and $23,500,047 in liabilities. Judge Theodor Albert oversees the case. Zev Schechtman, Esq., at DANNING, GILL, ISRAEL & KRASNOFF, LLP, represents the Debtor as legal counsel. HEYCART INC: Committee Taps Levene Neale Bender as Local Counsel ---------------------------------------------------------------- The official committee of unsecured creditors of Heycart, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Levene, Neale, Bender, Yoo & Golubchik L.L.P. as its local counsel. The firm's services include: a) advising the Committee with regard to the requirements of the Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and OUST as they pertain to the Committee; b) advising the Committee and Porzio regarding the Local Rules, and local practices and procedures that are applicable in the Debtor's case; c) advising the Committee with regard to certain rights and remedies of the Debtor's bankruptcy estate and the rights, claims and interests of creditors; d) representing the Committee in any proceeding or hearing in the Bankruptcy Court involving the Debtor's estate unless the Committee is represented in such proceeding or hearing by other special counsel; e) conducting examinations of witnesses, claimants or adverse parties and representing the Committee in any adversary proceeding except to the extent that any such adversary proceeding is in an area outside of LNBYG's expertise; f) assisting the Committee in the preparation and filing of reports, applications, pleadings and orders including, but not limited to, applications to employ professionals, and responding to pleadings filed by any other party in interest in this case, including the Debtor; g) assisting the Committee to evaluate any sale or other disposition of assets in this case; h) assisting the Committee to evaluate the existence of any assets and/or causes of action to pursue and representing the Committee in connection with the pursuit of any such causes of action; i) assisting the Committee in the negotiation, formulation, preparation and confirmation of a plan of reorganization; and j) performing any other services which may be appropriate in LNBYG's representation of the Committee during this bankruptcy case. The firm will be paid at these rates: David B. Golubchik, Esq. $725 Jeffrey S. Kwong, Esq. $665 Jeffrey Kwong, Esq., a partner at Levene, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached at: David B. Golubchik, Esq. Jeffrey S. Kwong, Esq. LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P. 2818 La Cienega Avenue Los Angeles, CA 90034 Telephone: (310) 229-1234 Email: jsk@lnbyg.com About Heycart, Inc. Heycart Inc. is primarily engaged in selling utensils, ceramic dishes, reusable labels and wine accessories. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10483) on February 28, 2024. In the petition signed by Aiden Chien, chief operating officer, the Debtor disclosed $1,231,380 in assets and $23,500,047 in liabilities. Judge Theodor Albert oversees the case. Zev Schechtman, Esq., at DANNING, GILL, ISRAEL & KRASNOFF, LLP, represents the Debtor as legal counsel. HIS MAJESTY'S: Hires Bankruptcy Law Offices as Legal Counsel ------------------------------------------------------------ His Majesty's Work, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire George E. Jacobs, Esq. of Bankruptcy Law Offices as its counsel. The firm will provide these services: a. give the Debtor legal advice with respect to its rights and duties in connection with the Chapter 11 proceeding; and b. perform all other legal services which may be necessary. The firm will be paid at the rate of $325 per hour. The Debtor paid the firm a retainer of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. As 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: George E. Jacobs, Esq. Bankruptcy Law Offices 2425 S. Linden Rd., Ste. C Flint, MI 48532 Tel: (810) 720-4333 Email: George@bklawoffice.com About His Majesty's Work His Majesty's Work, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-31101) on June 13, 2024, listing up to $50,000 in assets and $500,001 to $1 million in liabilities. Judge Joel D Applebaum presides over the case. George E. Jacobs, Esq. at Bankruptcy Law Offices represents the Debtor as counsel. INNOVATE LOAN: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Innovate Loan Servicing Corporation 3001 Meacham Blvd. Fort Worth TX 76137 Business Description: Innovate Loan specializes in managing auto loan receivables across the U.S. from its corporate offices located in North Texas. The Company offers customers several ways to make payments, including 24/7 online account access, automated phone-pay and live customer care specialists. Chapter 11 Petition Date: June 28, 2024 Court: United States Bankruptcy Court Northern District of Texas Case No.: 24-42243 Debtor's Counsel: Richard Grant, Esq. CULHANE, PLLC 13101 Preston Road, Suite 110-1510 Dallas TX 75240 Tel: 214-210-2929 Email: rgrant@cm.law Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Preston Miller, 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/GF2UEPA/Innovate_Loan_Servicing_Corporation__txnbke-24-42243__0001.0.pdf?mcid=tGE4TAMA INSPIRED GIFTS: Case Summary & 17 Unsecured Creditors ----------------------------------------------------- Debtor: Inspired Gifts & Graphics, LLC IGG Screenprinting 1605 E. US Hwy 66 El Reno, OK 73036 Chapter 11 Petition Date: June 28, 2024 Court: United States Bankruptcy Court Western District of Oklahoma Case No.: 24-11807 Debtor's Counsel: Amanda R. Blackwood, Esq. BLACKWOOD LAW FIRM, PLLC 512 NW 12th Street Oklahoma City OK 73103 Tel: (405) 309-3600 Email: amanda@blackwoodlawfirm.com Total Assets: $284,109 Total Liabilities: $1,486,898 The petition was signed by Alice Yvonne Bruner, member. 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/TMHTZYQ/Inspired_Gifts__Graphics_LLC__okwbke-24-11807__0001.0.pdf?mcid=tGE4TAMA INTERACTIVE HEALTH: Taps Newpoint Advisors as Financial Advisor --------------------------------------------------------------- Interactive Health Benefits LLC, d/b/a ACA Track, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Newpoint Advisors Corporation as financial advisor. The firm will render these services: a) prepare plan projections and a budget in connection with the Debtor's chapter 11 plan; b) prepare a liquidation analysis in connection with the Debtor's chapter 11 plan; c) attend hearings as necessary; d) consult with the Debtor and counsel to the Debtor; and e) other services, as requested by the Debtor or the Court. The firm will be paid at these rates: Paul Schapira $415 per hour Carin Sorvik, CPA, CIRA $365 per hour Others $275 - $415 per hour Newpoint will receive an advance fee retainer of $10,000. Paul Schapira, a senior managing director with Newpoint Advisors, 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: Paul Schapira, Esq. Newpoint Advisors Corporation 1320 Tower Rd Schaumburg, IL 60173 Phone: (800) 306-1250 About Interactive Health Benefits LLC d/b/a ACA Track, LLC Interactive Health Benefits LLC provides full service automated The Affordable Care Act (ACA) reporting for 1094 and 1095 C and B forms. ACA Track's propriety software is designed to help applicable large employers (ALE) meet the requirements of the Affordable Care Act and IRS reporting. ACA is an approved vendor of the IRS for electronic submission. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-43778) on April 16, 2024, with $1 million to $10 million in assets and liabilities. Todd Covert, chief executive officer and sole member, signed the petition. Judge Maria L. Oxholm presides over the case. Stephen Gross, Esq. at MCDONALD HOPKINS represents the Debtor as legal counsel. INVIVO THERAPEUTICS: Plan Exclusivity Period Extended to August 29 ------------------------------------------------------------------ Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware extended InVivo Therapeutics Corporation and InVivo Therapeutics Holdings Corp.'s exclusive periods to file a plan of reorganization and obtain acceptance thereof to August 29 and October 28, 2024, respectively. As shared by Troubled Company Reporter, the Debtors claim that they have devoted substantial time and effort pursuing a marketing process to maximize value for the Debtors' estates. The far-reaching efforts expended by the Debtors and their advisors in connection with the Sale Process required a significant amount of time and energy. Further, the Debtors have formulated a plan of liquidation that maximizes recoveries for the Debtors' estates and their creditors, and the Debtors are in the midst of soliciting votes to accept or reject the Plan. As a result, the Debtors require additional time for the Exclusive Periods to continue toward confirmation of the Plan and winddown of the Debtors' estates. In addition to devoting a significant amount of focus to the Sale Process, the Debtors formulated the Plan and are soliciting votes to accept or reject the Plan. The Debtors acknowledge that any available proceeds in these Chapter 11 Cases will need to be distributed to the proper parties in interest in an organized manner and as swiftly as possible. Accordingly, this factor weighs in favor of the Court granting the relief sought herein. Counsel to the Debtors: Matthew B. McGuire, Esq. Joshua B. Brooks, Esq. George A. Williams III, Esq. LANDIS RATH & COBB LLP 919 Market Street, Suite 1800 Wilmington, DE 19801 Telephone: (302) 467-4416 Email: mcguire@lrclaw.com brooks@lrclaw.com williams@lrclaw.com About Invivo Therapeutics Corporation InVivo Therapeutics Corporation and InVivo Therapeutics Holdings Corp. are a research and clinical-stage biomaterials and biotechnology company with a focus on treatment of spinal cord injuries. The Debtors concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10137) on Feb 1, 2024. The petitions were signed by Richard Christopher as chief financial officer. As of Sept. 30, 2023, the Debtors reported $9,584,000 in total assets and $666,000 in total liabilities. Judge Mary F. Walrath presides over the case. The Debtors tapped Matthew B. McGuire, Esq., and Joshua B. Brooks, Esq., at Landis Rath & Cobb, LLP as banrkuptcy attorneys; Sonoran Capital Advisors, LLC as financial advisor; and SSG Advisors, LLC as investment banker. Kurtzman Carson Consultants, LLC is the Debtors' claims and noticing agent and administrative advisor. IVANTI SOFTWARE: $1.75BB Bank Debt Trades at 21% Discount --------------------------------------------------------- Participations in a syndicated loan under which Ivanti Software Inc. is a borrower were trading in the secondary market around 79.5 cents-on-the-dollar during the week ended Friday, June 28, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.75 billion Term loan facility is scheduled to mature on December 1, 2027. About $1.71 billion of the loan is withdrawn and outstanding. Ivanti is an IT Software Company headquartered in South Jordan, Utah. It produces software for IT Security, IT Service Management, IT Asset Management, Unified Endpoint Management, Identity Management and supply chain management. IVANTI SOFTWARE: $465MM Bank Debt Trades at 21% Discount -------------------------------------------------------- Participations in a syndicated loan under which Ivanti Software Inc is a borrower were trading in the secondary market around 79.3 cents-on-the-dollar during the week ended Friday, June 28, 2024, according to Bloomberg's Evaluated Pricing service data. The $465 million Term loan facility is scheduled to mature on December 1, 2027. About $450.2 million of the loan is withdrawn and outstanding. Ivanti is an IT Software Company headquartered in South Jordan, Utah. It produces software for IT Security, IT Service Management, IT Asset Management, Unified Endpoint Management, Identity Management and supply chain management. IVANTI SOFTWARE: $545MM Bank Debt Trades at 33% Discount -------------------------------------------------------- Participations in a syndicated loan under which Ivanti Software Inc is a borrower were trading in the secondary market around 66.6 cents-on-the-dollar during the week ended Friday, June 28, 2024, according to Bloomberg's Evaluated Pricing service data. The $545 million Term loan facility is scheduled to mature on December 1, 2028. The amount is fully drawn and outstanding. Ivanti is an IT Software Company headquartered in South Jordan, Utah. It produces software for IT Security, IT Service Management, IT Asset Management, Unified Endpoint Management, Identity Management and supply chain management. KAST MEDIA: Unsecureds Will Get 3.74% of Claims over 5 Years ------------------------------------------------------------ Kast Media, Inc., filed with the U.S. Bankruptcy Court for the Central District of California a Plan of Reorganization for Subchapter V dated June 11, 2024. The Debtor is a dynamic podcast production company. It creates engaging, thought-provoking and award-winning content that captivates audiences worldwide. Prior to its bankruptcy filing, the Debtor's operations were dramatically affected by downturns in the advertising industry, decreases in revenue and financial stress caused by structured deals with minimum guarantees due on shows that generated insufficient revenue to cover these amounts. This financial stress was exacerbated by pre-petition state court litigation. The Debtor's assets consist primarily of cash on hand, accounts receivables, unvalued intellectual property related to the podcasts, and potential claims against third parties for defamation and breach of contract. Pursuant to the projections, the Debtor estimates having a total of $180,000 in cash on hand as of the Effective Date, and that its operations will generate a total of $139,000 in net disposable income over 5 years from the Effective Date. A total of $313,628.08 will be paid to creditors under the Plan as follows: $50,000 estimated to administrative creditors, estimated $10,000in Subchapter V fees, up to $22,550.86 to priority unsecured tax creditors, $1,077.22 to priority unsecured creditors, and $230,000 to general unsecured creditors). This Plan of Reorganization proposes to pay creditors of the Debtor from cash on hand on the Effective Date and operating income over the life of the Plan. Non-priority unsecured creditors holding allowed claims will receive distributions estimated between 3.74% and 100% of each allowed claim depending on whether creditors elect to have their claims converted to equity in the Debtor. This Plan also provides for the payment of administrative and priority unsecured tax claims. Class 3 consists of Non-priority unsecured creditors. Class 3 claims are impaired. Each allowed unsecured creditor will receive the option to elect one of the following treatments: * to retain their claim and receive their pro rata share of $230,000 (which exceeds the Debtor's estimated 5-year disposable income) to be paid in quarterly payments over 5 years commencing 30 days after the Effective Date of the Plan. * Convert their allowed claim amount into equity in the Debtor, and waive any and all rights to receive payment on on their unsecured claim through the Plan. Claimants to who elect to convert to equity will receive their pro rata share of the 1,993,055 shares being contributed by Colin Thomson. Depending on the election made by claimant, it is estimated that Class 3 creditors will receive a payout of between 3.74% and 100% on their allowed claims. Additionally, the Debtor will be filing objections to several Class 3 claims, which may result in a reduced amount of unsecured claims and an even higher minimum percentage. Class 4 consists of Equity security holders of the Debtor. Each member of this class will retain his or her interest in the Reorganized Debtor but will not be allowed to take any distributions until all unsecured claims are paid all payments due under the Plan. On the Effective Date, Colin Thomson will be making a contribution of 40% of his equity interest in the Debtor, which will be transferred to those Class 3 claimants who elect to convert their claims into equity. The Plan will be funded from funds on hand with the Debtor on the Effective Date, and income generated from operations. The Debtor estimates that he will have $180,000 in cash on hand on the Effective Date. Payments to creditors under the Plan shall commence 30 days after the Effective Date. A full-text copy of the Plan of Reorganization dated June 11, 2024 is available at https://urlcurt.com/u?l=wC1rum from PacerMonitor.com at no charge. Attorneys for the Debtor: Leslie A. Cohen, Esq. J'aime K. Williams Esq. Leslie Cohen Law, PC 506 Santa Monica Blvd., Suite 200 Santa Monica, CA 90401 Telephone: (310) 394-5900 Facsimile: (310) 394-9280 Email: leslie@lesliecohenlaw.com jaime@lesliecohenlaw.com About Kast Media Kast Media, Inc. is a dynamic podcast production company. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10396) on March 13, 2024, with $699,789 in assets and $6,395,239 in liabilities. Colin Thomson, chief executive officer, signed the petition. Judge Martin R. Barash oversees the case. Leslie A. Cohen, Esq., at Leslie Cohen Law, PC represents the Debtor as bankruptcy counsel. KENSINGTON REALTY: Taps Dahiya Law Offices as Bankruptcy Counsel ---------------------------------------------------------------- Kensington Realty Group Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Dahiya Law Offices LLC as its bankruptcy counsel. The firm's services include: (a) assist and advise the Debtor relative to the administration of this proceeding; (b) represent the Debtor before the bankruptcy court and advise on all pending litigations, hearings, motions, and of the decisions of the court; (c) review and analyze all applications, orders, and motions filed with the bankruptcy court by third parties in this proceeding and advise the Debtor thereon; (d) attend all meetings conducted pursuant to section 341(a) of the Bankruptcy Code and represent the Debtor at all examinations; (e) communicate with creditors and all other parties in interest; (f) assist the Debtor in preparing all necessary applications, motions, orders, supporting positions taken by it, and preparing witnesses and reviewing documents in this regard; (g) confer with all other professionals; (h) assist the Debtor in its negotiations with creditors or third parties concerning the terms of any proposed plan of reorganization; (i) prepare, draft and prosecute the plan of reorganization and disclosure statement; (j) assist the Debtor in performing such other services as may be in the interest of it and the estate and all other legal services required by it; and (k) prosecute such claims including those under 18 U.S.C. Sec. 1964(c) and Civil Right Act as deemed appropriate. The hourly rates of the firm's counsel and staff are as follows: Principal $700 Counsel $550 Associates $200 - $350 Paralegals $75 - $125 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. The Debtor paid the firm a retainer in the total amount of $25,000. Karamvir Dahiya, Esq., a principal at Dahiya Law Offices, 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 through: Karamvir Dahiya, Esq. Dahiya Law Offices LLC 75 Maiden Lane, Suite 606 New York, NY 10038 Telephone: (212) 766-8000 Email: karam@dahiya.law About Kensington Realty Group Kensington Realty Group Corp., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.Y. Case No. 24-41738) on April 24, 2024, with $0 to $50,000 in assets and liabilities. Judge Nancy Hershey Lord presides over the case. Karamvir Dahiya at Dahiya Law Offices LLC represents the Debtor as legal counsel. KIDKRAFT INC: Committee Seeks to Tap Spencer Fane as Lead Counsel ----------------------------------------------------------------- The official committee of unsecured creditors of KidKraft Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Spencer Fane LLP as its lead counsel. The firm's services include: a. rendering legal advice to the Committee with respect to its duties and powers in these Bankruptcy Cases; b. assisting the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' business, the desirability of continuance of such business and any other matters relevant to this case or to the business affairs of the Debtors; c. advising the Committee with respect to any proposed use of cash collateral, post-petition financing, sale, lease or other disposition of the Debtors' assets and any other relevant matters; d. advising the Committee with respect to any proposed Chapter 11 plan and the prosecution of claims against third parties, if any, and any other matters relevant thereto; e. advising the Committee with respect to insiders and affiliates of the Debtors and taking such action as are necessary to represent the interests of the unsecured creditors of the estates in respect thereof; f. filing, commencing and prosecuting such applications, motions, complaints, and other papers and pleadings as necessary to represent the unsecured creditors of the estates; and g. performing such other legal services, which may be required by, and which are in the best interests of, the unsecured creditors. The firm will be paid at these hourly rates: Eric M. Van Horn, Attorney $645 Jason P. Kathman, Attorney $600 Joshua L. Hedrick, Attorney $700 Mark A. Bogdanowicz, Attorney $580 Sarah E. Estlund, Paralegal $315 Luzmarina Vargas, Paralegal $210 Eric Van Horn, a partner of Spencer Fane, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. As set forth in the Van Horn Declaration, the following is provided in response to the request for additional information contained in paragraph D.1. of the U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition period. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Spencer Fane did not represent the Committee prior to the Petition Date. Question: Has your client approved your prospective budget and staffing plan and, if so, for what budget period? Response: Spencer Fane expects to develop a budget and staffing plan to reasonably comply with the U.S. Trustee's request for information and additional disclosures, as to which Spencer Fane reserves all rights. The Committee has approved Spencer Fane's proposed hourly billing rates. The firm can be reached through: Eric M. Van Horn, Esq. Jason P. Kathman, Esq. Joshua L. Hedrick, Esq. SPENCER FANE LLP 2200 Ross Avenue, Suite 4800W Dallas, TX 75214 Tel: (214) 750-3610 Fax: (214) 750-3612 Email: ericvanhorn@spencerfane.com Email: jkathman@spencerfane.com Email: jhedrick@spencerfane.com About KidKraft KidKraft, Inc., manufactures and sells wooden toys and furniture. The Company offers easels, puzzles, dollhouses, tables, chairs, and toddler beds. KidKraft, Inc. and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (N.D. Tex. Case No. Bankr. 24-80045) on May 10, 2024, listing $100,000,001 to $500 million in both assets and liabilities. Judge Michelle V. Larson oversees the cases. The Debtors tapped Matthew David Struble, Esq., at Vinson & Elkins as counsel and SierraConstellation Partners, LLC as financial advisor. KIDKRAFT INC: Committee Taps Archer & Greiner as Co-Counsel ----------------------------------------------------------- The official committee of unsecured creditors of KidKraft Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Archer & Greiner, P.C., as its co-counsel. The firm's services include: a. rendering legal advice to the Committee with respect to its duties and powers in these Bankruptcy Cases; b. assisting the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' business, the desirability of continuance of such business and any other matters relevant to this case or to the business affairs of the Debtors; c. advising the Committee with respect to any proposed use of cash collateral, post-petition financing, sale, lease or other disposition of the Debtors' assets and any other relevant matters; d. advising the Committee with respect to any proposed chapter 11 plan and the prosecution of claims against third parties, if any, and any other matters relevant thereto; e. advising the Committee with respect to insiders and affiliates of the Debtors and taking such action as are necessary to represent the interests of the unsecured creditors of the estates in respect thereof; f. filing, commencing and prosecuting such applications, motions, complaints, and other papers and pleadings as necessary to represent the unsecured creditors of the estates; and g. performing such other legal services, which may be required by, and which are in the best interests of, the unsecured creditors. The firm will be paid at these hourly rates: Stephen M. Packman, Attorney $760 Jiangang “James” Ou, Attorney $460 Ying Chen, Attorney $410 Brian M. Gargano, Attorney $450 Amy M. Huber, Paralegal $220 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Stephen Packman, Esq., a partner at Archer & Greiner, 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. As set forth in the Packman Declaration, the following is provided in response to the request for additional information contained in paragraph D.1. of the U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition period. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference. Response: Archer did not represent the Committee prior to the Petition Date. Question: Has your client approved your prospective budget and staffing plan and, if so, for what budget period? Response: Archer expects to develop a budget and staffing plan to reasonably comply with the U.S. Trustee's request for information and additional disclosures, as to which Archer reserves all rights. The Committee has approved Archer's proposed hourly billing rates. The firm can be reached at: Stephen M. Packman, Esq. ARCHER & GREINER, P.C. 1211 Avenue of the Americas, Suite 2750 New York, NY 10036 Phone: (212) 682-4940 Fax: (856) 795-0574 Email: spackman@archerlaw.com About KidKraft KidKraft, Inc., manufactures and sells wooden toys and furniture. The Company offers easels, puzzles, dollhouses, tables, chairs, and toddler beds. KidKraft, Inc. and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (N.D. Tex. Case No. Bankr. 24-80045) on May 10, 2024, listing $100,000,001 to $500 million in both assets and liabilities. Judge Michelle V. Larson oversees the cases. The Debtors tapped Matthew David Struble, Esq., at Vinson & Elkins as counsel and SierraConstellation Partners, LLC as financial advisor. KIDKRAFT INC: Committee Taps Dundon Advisers as Financial Adviser ----------------------------------------------------------------- The official committee of unsecured creditors of KidKraft Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Dundon Advisers LLC as financial adviser. The firm's services include: a. assistance in the review of financial-related disclosures required by the Court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports; b. assistance in the preparation of analyses required to assess compliance with orders pertaining to Debtor-In-Possession ("DIP") financing and use cash collateral, and advise the Committee with regard to any proposed modifications to such orders. c. assistance with the assessment and monitoring of the Debtors' short-term cash flow, liquidity, and operating results; d. assistance with the review of the Debtors' analysis of core business assets and the potential disposition or liquidation of non-core assets; e. assistance with the review of the Debtors' cost/benefit analysis with respect to the affirmation or rejection of various executory contracts and leases to the extent occurring after its date of engagement; f. assistance in the review and monitoring of the currently-in-process and any other asset sale processes, including, but not limited to an assessment of the adequacy of the marketing process, completeness of any buyer lists, review and quantifications of any bids; g. assistance with review of any tax issues associated with, but not limited to, claims/stock trading, preservation of net operating losses, refunds due to the Debtors, plans of reorganization, and asset sales; h. assistance in the claims reconciliation and estimation process; i. assistance in the review of other financial information prepared by the Debtors, including, but not limited to, cash flow projections and budgets, business plans, cash receipts and disbursement analysis, asset and liability analysis, and the economic analysis of proposed transactions for which Court approval is sought; j. attendance at meetings and assistance in discussions with the Debtors, potential investors, banks, other secured lenders, the Committee and any other official committees organized in these chapter 11 proceedings, the U.S. Trustee, other parties-in-interest and professionals hired by the same, as requested; k. assistance in the review of insider compensation and management fee arrangements and payments made thereunder, related party transactions, and other management conduct from which causes of action may arise; l. assistance in the review and/or preparation of information and analysis necessary for the confirmation of a plan and related disclosure statement in these chapter 11 proceedings; m. assistance in the evaluation and analysis of avoidance actions, including fraudulent conveyances and preferential transfers; n. assistance in the prosecution of Committee responses/objections to the Debtors' motions, including attendance at depositions and provision of expert reports/testimony on case issues as required by the Committee; o. provision of such other general business consulting or such other assistance as the Committee or its counsel may deem necessary that are consistent with the role of a financial adviser and not duplicative of services provided by other professionals in this proceeding; and p. and provision of reports and testimony regarding the foregoing to the extent necessary. The firm's customary hourly rates are: Through July 1, 2024 to June 30, 2024 June 30, 2025 Principals 890 960 Managing Directors 790 850 Senior Directors 700 755 Directors 650 700 Associate Directors 550 590 Senior Associates 450 485 Associates 350 350 Matthew Dundon, a principal at Dundon Advisers, disclosed in a court filing that his firm is a "disinterested person" pursuant to Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew Dundon Dundon Advisers, LLC Ten Bank Street, Suite 1100 White Plains, NY 10606 Tel: (917) 838-1930 Email: md@dundon.com About KidKraft KidKraft, Inc., manufactures and sells wooden toys and furniture. The Company offers easels, puzzles, dollhouses, tables, chairs, and toddler beds. KidKraft, Inc. and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (N.D. Tex. Case No. Bankr. 24-80045) on May 10, 2024, listing $100,000,001 to $500 million in both assets and liabilities. Judge Michelle V. Larson oversees the cases. The Debtors tapped Matthew David Struble, Esq., at Vinson & Elkins as counsel and SierraConstellation Partners, LLC as financial advisor. L.O.F. INC: Seeks to Extend Plan Exclusivity to October 7 --------------------------------------------------------- L.O.F., Inc., asked the U.S. Bankruptcy Court for the Southern District of Florida to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to October 7 and December 5, 2024, respectively. The Debtor is working with its two largest secured creditors, Old National Bank and Amazon Capital Services toward the feasibility of filing a consensual Plan. As part of this Plan, there likely needs to be a sale of collateral owned by a non-Debtor third party who is also an obligor on the Old National Bank loan. The Debtor hired a financial professional in this case who has been diligently preparing historical reports as well as future projections to support a Plan. In light of the facts, the Debtor requests additional time to propose a plan and requests an additional 60 days to file a plan through and including October 7, 2024. The Debtor claims that it is not seeking this extension to delay the administration of the case. The Debtor's request for an extension of the Exclusive Periods is reasonable given the Debtor's progress to date. L.O.F., Inc., is represented by: Craig I. Kelley, Esq. Dana Kaplan, Esq. Kelley Kaplan & Eller, PLLC 1665 Palm Beach Lakes Blvd. Suite 1000 West Palm Beach, FL 33401 Tel: (561) 491-1200 Fax: (561) 684-3773 Email: craig@kelleylawoffice.com About L.O.F., Inc L.O.F., Inc., was founded in 1968 in Northwest Indiana as a retail Recreational Vehicle sales operation. In 2011, the Company changed its focus to replacement automotive and industrial products under its brands such as Best In Auto, TruckChamp, Red Hound Auto, and Polar Whale. Debtor: L.O.F., Inc. in Wellington, FL 33414, filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 24-13350) on April 8, 2024, listing $1,198,800 in assets and $8,259,975 in liabilities. Laszlo Kovach as president, signed the petition. Judge Mindy A. Mora oversees the case. KELLEY KAPLAN & ELLER, PLLC, serves as the Debtor's legal counsel. LOGIX INTERMEDIATE: S&P Lowers ICR to 'CCC-', Outlook Negative -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Logix Intermediate Holding Corp. to 'CCC-' from 'CCC'. The negative outlook reflects the company's weak liquidity and the high likelihood of a default or restructuring over the next six months. S&P said, "We do not believe Logix can repay the outstanding balance on its term loan, which matures at the end of the year. As of March 31, 2024, the company had $174 million outstanding on its term loan, which comes due Dec. 22, 2024. Logix has about $3 million of cash on the balance sheet, and its senior secured revolving credit facility matured in 2022 and is no longer available. We forecast that it will record negative free operating cash flow (FOCF) of around $10 million-$15 million over the remainder of the year. Therefore, absent a maturity extension or capital infusion, we believe the company will likely default on this debt when it comes due. "We expect Logix's leverage will remain elevated for the foreseeable future. We expect the company's S&P Global Ratings-adjusted leverage will remain elevated above 13x in 2024 because of continued weak EBITDA generation and negative FOCF. Given the high interest rate environment, ongoing inflation, and our expectation for weaker earnings and elevated capital expenditure (capex), it is unlikely that Logix can reduce its leverage over the longer term, which increases the likelihood that it will undertake a debt restructuring." The negative outlook reflects the company's weak liquidity and the high likelihood of a default or restructuring over the next six months. S&P could lower its rating if Logix pursues a transaction that we consider tantamount to a default, including a subpar exchange or failure to repay its debt in full at maturity. S&P could raise the rating if Logix extends its term loan maturity or secures alternative financing that provides liquidity visibility comfortably beyond six months. LUMEN TECHNOLOGIES: $1.63BB Bank Debt Trades at 31% Discount ------------------------------------------------------------ Participations in a syndicated loan under which Lumen Technologies Inc is a borrower were trading in the secondary market around 69.2 cents-on-the-dollar during the week ended Friday, June 28, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.63 billion Term loan facility is scheduled to mature on April 16, 2029. About $1.63 billion of the loan is withdrawn and outstanding. Lumen Technologies, Inc., headquartered in Monroe, Louisiana, is an integrated communications company that provides an array of communications services to large enterprise, mid-market enterprise, government and wholesale customers in its larger Business segment. The company’s smaller Mass Markets segment primarily provides broadband services to its residential and small business customer base. LUMEN TECHNOLOGIES: $1.63BB Bank Debt Trades at 33% Discount ------------------------------------------------------------ Participations in a syndicated loan under which Lumen Technologies Inc is a borrower were trading in the secondary market around 67.3 cents-on-the-dollar during the week ended Friday, June 28, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.63 billion Term loan facility is scheduled to mature on April 15, 2030. About $1.63 billion of the loan is withdrawn and outstanding. Lumen Technologies, Inc., headquartered in Monroe, Louisiana, is an integrated communications company that provides an array of communications services to large enterprise, mid-market enterprise, government and wholesale customers in its larger Business segment. The company's smaller Mass Markets segment primarily provides broadband services to its residential and small business customer base. LUMEN TECHNOLOGIES: $377MM Bank Debt Trades at 16% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Lumen Technologies Inc is a borrower were trading in the secondary market around 84.2 cents-on-the-dollar during the week ended Friday, June 28, 2024, according to Bloomberg's Evaluated Pricing service data. The $377 million Term loan facility is scheduled to mature on June 1, 2028. About $374.6 million of the loan is withdrawn and outstanding. Lumen Technologies, Inc., headquartered in Monroe, Louisiana, is an integrated communications company that provides an array of communications services to large enterprise, mid-market enterprise, government and wholesale customers in its larger Business segment. The company's smaller Mass Markets segment primarily provides broadband services to its residential and small business customer base. LVL TECHNOLOGIES: Seeks to Hire Rieker & Co. CPA as Accountant -------------------------------------------------------------- LVL Technologies USA Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Rieker & Co. CPA, Inc. as its accountant. Rieker CPA has agreed to prepare and file the Debtor's 2023 and 2024 federal tax returns (and any other required federal tax reporting documents) and render professional accounting advice to the Debtor regarding the same. The firm will receive a flat-fee in the total amount of $2,800. As disclosed in the court filings, Rieker CPA and its professionals are disinterested, and do not hold or represent an interest adverse to the Debtor's estates. The firm can be reached through: Hannes Ricker, CPA Rieker & Co. CPA, Inc. 235 W. Paul Ave. Clovis, CA 93612 About LVL Technologies USA LVL Technologies USA Inc. filed a voluntary petition for Chapter 11 protection (Bankr. M.D. Fla. Case No. 23-04652) on Oct. 18, 2023, with as much as $1 million in both assets and liabilities. Erik Johanson PLLC represents the Debtor as legal counsel. MAGENTA BUYER: $3.18BB Bank Debt Trades at 44% Discount ------------------------------------------------------- Participations in a syndicated loan under which Magenta Buyer LLC is a borrower were trading in the secondary market around 55.8 cents-on-the-dollar during the week ended Friday, June 28, 2024, according to Bloomberg's Evaluated Pricing service data. The $3.18 billion Term loan facility is scheduled to mature on July 27, 2028. The amount is fully drawn and outstanding. Magenta Buyer, LLC (McAfee) is a provider of cybersecurity software that derives revenue from the sale of security products, subscriptions, SaaS, support and maintenance, and professional services. MAVENIR SYSTEMS: $145MM Bank Debt Trades at 25% Discount -------------------------------------------------------- Participations in a syndicated loan under which Mavenir Systems Inc is a borrower were trading in the secondary market around 75.3 cents-on-the-dollar during the week ended Friday, June 28, 2024, according to Bloomberg's Evaluated Pricing service data. The $145 million Term loan facility is scheduled to mature on August 18, 2028. About $143.1 million of the loan is withdrawn and outstanding. Mavenir Systems, Inc. provides software-based networking solutions. The Company offers internet protocol based voice, videos, communication, and messaging services, as well as multimedia subsystem, evolved packet core, and session border controller. MAVENIR SYSTEMS: $585MM Bank Debt Trades at 25% Discount -------------------------------------------------------- Participations in a syndicated loan under which Mavenir Systems Inc is a borrower were trading in the secondary market around 75 cents-on-the-dollar during the week ended Friday, June 28, 2024, according to Bloomberg's Evaluated Pricing service data. The $585 million Term loan facility is scheduled to mature on August 18, 2028. About $568.9 million of the loan is withdrawn and outstanding. Mavenir Systems, Inc. provides software-based networking solutions. The Company offers internet protocol based voice, videos, communication, and messaging services, as well as multimedia subsystem, evolved packet core, and session border controller. METAVINE INC: Plan Exclusivity Period Extended to July 1 -------------------------------------------------------- Judge Vincent P. Zurzolo of the U.S. Bankruptcy Court for the Central District of California extended Metavine, Inc.'s exclusive periods to file a plan of reorganization and obtain acceptance thereof to July 1 and October 29, 2024, respectively. Metavine, Inc., is represented by: Ron Bender, Esq. Levene, Neale, Bender, Yoo & Golubchik, LLP 2818 La Cienega Avenue Los Angeles, CA 90034 Tel: (310) 229-1234 Fax: (310) 229-1244 Email: rb@lnbyg.com About Metavine Inc. Metavine, Inc., a company in Covina, Calif., delivers a no-code digital agility platform and has successfully acquired enterprise customers in a range of industries, including Internet-of-Things (IoT), banking, healthcare, telematics, and sales and marketing. The company brings an innovative approach to the application lifecycle by enabling companies to achieve cloud-first digital agility, thereby reducing time to marketing, optimizing utilization of resources, and rapidly innovating and delivering disruptive business solutions. Metavine filed its voluntary petition for Chapter 11 protection (Bankr. C.D. Cal. Case No. 24-10025) on Jan. 3, 2024, with as much as $10 million to $50 million in both assets and liabilities. Angel Orrantia, chief executive officer, signed the petition. Judge Vincent P. Zurzolo oversees the case. The Debtor tapped Levene, Neale, Bender, Yoo & Golubchik LLP and DTO Law as legal counsels; and GlassRatner Advisory & Capital Group, LLC, doing business as B. Riley Advisory Services, as financial advisor. MGT CAPITAL: Issues 103.5M Common Shares After Warrants Exercise ---------------------------------------------------------------- MGT Capital Investments, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 21, 2024, it issued 103,500,000 shares of common stock upon the cashless exercise of 3,346,420 warrants. In issuing the securities, the Company relied upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933. Following this issuance, the Company has 1,140,670,903 shares outstanding. About MGT MGT Capital Investments, Inc. -- www.mgtci.com -- conducts cryptocurrency activities at a company-owned and managed Bitcoin mining facility in LaFayette, Georgia. Located adjacent to a utility substation, the several-acre property has access to about 20 megawatts (MW) of electrical power, half of which is presently utilized by the Company. Business activities are comprised of self-mining operations and leasing space to third parties. Las Vegas, Nevada-based RBSM LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has suffered recurring losses from operations and will require additional capital to continue as a going concern. This raises substantial doubt about the Company's ability to continue as a going concern. NAKED JUICE: $450MM Bank Debt Trades at 19% Discount ---------------------------------------------------- Participations in a syndicated loan under which Naked Juice LLC is a borrower were trading in the secondary market around 81.3 cents-on-the-dollar during the week ended Friday, June 28, 2024, according to Bloomberg's Evaluated Pricing service data. The $450 million Term loan facility is scheduled to mature on January 24, 2030. The amount is fully drawn and outstanding. Naked Juice LLC is the entity resulting from a spin-off from PepsiCo, with PAI Partners owning 61% and Pepsi retaining a 39% stake. Naked Juice, LLC owns the Tropicana, Naked Juice, KeVita and other select juice brands. NANO MAGIC: Dismisses UHY LLP as Auditor; Replacement Named ----------------------------------------------------------- Nano Magic Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission on June 24, 2024, that after its Audit Committee reviewed the terms of engagement for a new auditor, the Board authorized the Company to engage a new audit firm. On June 19, 2024, the Company informed its auditor, UHY LLP that it was being dismissed as the Company's independent, registered public accounting firm. The Company said in the SEC filing that, "The reports of UHY LLP on our financial statements for the year ended December 31, 2023, and on our financial statements for the year ended December 31, 2022 did not have any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, but UHY LLP's reports for both years included a paragraph indicating there was substantial doubt about our ability to continue as a going concern. "During the most recent fiscal year referred to above and during the subsequent interim reporting periods through June 19, 2024, there were (1) no disagreements with UHY LLP on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures which disagreements, if not resolved to the satisfaction of UHY LLP would have caused the firm to make reference to the subject matter of the disagreements in connection with its reports, and (2) no events of the type listed in paragraphs (A) through (D) of Item 301(a)(1)(v) of Regulation S-K, except for the material weakness in the Company's internal control over financial reporting previously disclosed in the Company's Form 10-K for the year ended December 31, 2023 related to our not having sufficient resources in our accounting function to have segregation of duties so that the initiation of transactions, the custody of assets and the recording of transactions are performed by separate individuals." Engagement of New Independent Registered Public Accounting Firm On June 19, 2024, the Board approved the engagement of Fruci & Associates II, PLLC as its new independent registered public accounting firm. The Company noted that during its two most recent fiscal years ended Dec. 31, 2023 and Dec. 31, 2022 and during the subsequent interim reporting periods through June 19, 2024, neither the Company nor anyone acting on its behalf has consulted Fruci & Associates II, PLLC with respect to (i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report was provided by the Company nor oral advice was provided to the Company that Fruci & Associates II, PLLC concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation SK and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation SK). About Nano Magic Nano Magic, headquartered in Madison Heights, MI, develops, commercializes and markets nanotechnology powered consumer and industrial cleaners and coatings to clean, protect, and enhance products for peak performance. Consumer products include lens and screen cleaners and coatings, anti-fog solutions, and household and automobile cleaners and protective coatings sold direct-to-consumer and in big box retail. Nano Magic also sells branded and private label cleaners and coatings into the optical, safety, and industrial channels. The Company's focus is to expand its direct-to-consumer sales through e-commerce and to grow sales to big box retailers. The Company continues to sell its consumer products directly to opticians and ophthalmologists and small optical retailers. Sterling Heights, Michigan-based UHY LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 2, 2024, citing that the Company has recurring losses from operations, negative cash flow from operations, and an accumulated deficit. These conditions raise substantial doubt about the Company's ability to continue as a going concern. NANOSTRING TECHNOLOGIES: Plan Exclusivity Period Extended to Aug. 2 ------------------------------------------------------------------- Judge Craig T. Goldblatt of the U.S. Bankruptcy Court for the District of Delaware extended NanoString Technologies, Inc., and its Affiliates' exclusive periods to file a plan of reorganization and obtain acceptance thereof to August 2 and October 1, 2024, respectively. As shared by Troubled Company Reporter, the Debtors claim that extensive resources have been required of the Debtors and their professionals to obtain the results achieved in these Chapter 11 Cases to date. In light of the substantial progress and results the Debtors have achieved to date in these Chapter 11 Cases and that this is the first requested extension of the Exclusive Periods, the Debtors submit that the requested extensions are both appropriate and necessary to afford the Debtors the ability solicit the Plan and to seek approval of the Plan at the confirmation hearing without concerns of another party to these Chapter 11 Cases proposing and soliciting a competing chapter 11 plan. The Debtors explain that the sale process required significant resources and effort from them and their advisors. Obtaining approval of the Sale and completing the other tasks attendant to operating a business in chapter 11, including, but not limited to, addressing the concerns of the Debtors' creditors and stakeholders along the way, required the full attention of the Debtors, their employees, and their professional advisors. The Debtors state that they are engaged in extensive negotiations with the U.S. Trustee, the Lenders, the Committee and significant stakeholders to formulate a Plan that resolves the issues of all of the major constituencies in these Chapter 11 Cases subsequent to obtaining approval of and closing the Sale. Counsel to the Debtors: Rachel C. Strickland, Esq. Debra M. Sinclair, Esq. Betsy L. Feldman, Esq. Jessica D. Graber, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019 Telephone: (212) 728-8000 Facsimile: (212) 728-8111 Email: rstrickland@willkie.com dsinclair@willkie.com bfeldman@willkie.com jgraber@willkie.com - and - Edmon L. Morton, Esq. Matthew B. Lunn, Esq. Allison S. Mielke, Esq. Kristin L. McElroy, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Email: emorton@ycst.com mlunn@ycst.com amielke@ycst.com kmcelroy@ycst.com About NanoString Technologies NanoString Technologies, Inc., offers an ecosystem of innovative discovery and translational research solutions and empowers its customers to map the universe of biology. NanoString and affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10160) on Feb. 4, 2024. In the petition signed by R. Bradley Gray, president and chief executive officer, NanoString disclosed $100 million to $500 million in both assets and liabilities. The Debtors tapped Willkie Farr & Gallagher, LLP and Young Conaway Stargatt & Taylor, LLP as legal counsels; AlixPartners, LLP as financial advisor; Weil, Gotshal & Manges LLP as special patent counsel; and Perella Weinberg Partners LP as investment banker. Kroll Restructuring Administration LLC is the Debtors' administrative advisor. Gibson Dunn & Crutcher, LLP, and Sullivan & Cromwell, LLP, serve as counsels to certain DIP lenders. Richards, Layton & Finger and Houlihan Lokey Capital, Inc., act as Delaware bankruptcy counsel and financial advisor to the DIP lenders. Meanwhile, Alston & Bir and Potter Anderson serve as bankruptcy counsel and Delaware counsel, respectively, to the DIP agent. NEONODE INC: Appoints Crowe LLP as New Auditor ---------------------------------------------- Neonode Inc. disclosed in a Form 8-K filed with the Securities and Exhange Commission that on June 18, 2024, following the resignation of KMJ Corbin & Company LLP as the Company's independent registered public accounting firm, the Company, through and with the approval of its Audit Committee, appointed Crowe LLP as its independent registered public accounting firm. On May 20, 2024, the partners and professional staff of KMJ joined Crowe LLP. As a result, KMJ resigned as the Company's independent registered public accounting firm on June 18, 2024. The reports of KMJ on the Company's consolidated financial statements for the two most recently completed fiscal years ended Dec. 31, 2023 and 2022 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. The Company noted that during its two most recently completed fiscal years ended Dec. 31, 2023 and 2022 and the subsequent interim period through the date of resignation, there were no disagreements between the Company and KMJ on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KMJ, would have caused KMJ to make reference to the subject matter of the disagreements in connection with its audit reports on the Company's consolidated financial statements. During the Company's two most recently completed fiscal years ended Dec. 31, 2023 and 2022 and the subsequent interim period through the date of resignation, there were no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K). During the Company's two most recently completed fiscal years ended Dec. 31, 2023 and 2022 and the subsequent interim period through the date of appointment of Crowe, neither the Company nor anyone on behalf of the Company consulted with Crowe regarding (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements as to which the Company received a written report or oral advice that was an important factor in reaching a decision on any accounting, auditing or financial reporting issue; or (b) any matter that was the subject of a disagreement or a reportable event as defined in Items 304(a)(1)(iv) and (v), respectively, of Regulation S-K. About Neonode Neonode Inc. (NASDAQ:NEON) is a publicly traded company, headquartered in Stockholm, Sweden and established in 2001. The Company provides advanced optical sensing solutions for touch, contactless touch, and gesture sensing. The Company also provides software solutions for machine perception that feature advanced machine learning algorithms to detect and track persons and objects in video streams for cameras and other types of imagers. The Company bases its contactless touch, touch, and gesture sensing products and solutions using its zForce technology platform and its machine perception solutions on its MultiSensing technology platform. The Company markets and sells its solutions to customers in many different markets and segments including, but not limited to, office equipment, automotive, industrial automation, medical, military and avionics. Neonode reported a net loss attributable to the Company of $10.12 million for the year ended Dec. 31, 2023, a net loss attributable to the Company of $4.88 million for the year ended Dec. 31, 2022, a net loss attributable to the Company of $6.45 million for the year ended Dec. 31, 2021, a net loss attributable to the Company of $5.61 million for the year ended Dec. 31, 2020, and a net loss attributable to the Company of $5.30 million for the year ended Dec. 31, 2019. For the three months ended March 31, 2024, the Company reported a net loss of $2.08 million. NEUEHEALTH INC: Secures up to $150-Mil. in New Term Loan Facility ----------------------------------------------------------------- NeueHealth, Inc. announced June 24, 2024, that it entered into a secured loan facility for up to $150 million with Hercules Capital, Inc. "This financing puts us in a strong position to advance our differentiated care model and take the lead as the industry continues to shift to value-based care," said Mike Mikan, president and CEO of NeueHealth. "We have established longstanding relationships with payors, providers, and consumers across the industry, and we look forward to continuing to build on our success as we make personalized care more accessible and affordable for all." The financing, which will be used to support NeueHealth's strategic priorities in 2024 and beyond, further solidifies the Company's capital position, enabling it to focus on delivering value-driven, consumer-centric care to all populations. "Hercules is pleased to support NeueHealth. We see significant opportunities in NeueHealth's ability to drive value for payors and providers and deliver high-quality care to consumers across the ACA Marketplace, Medicare, and Medicaid," said Tom Hertzberg, managing director at Hercules. "NeueHealth is driving value in healthcare for all, and we are thrilled to be their financial partner," added Mike McMahon, Director at Hercules. About NeueHealth Inc. NeueHealth -- www.neuehealth.com -- is a value-driven healthcare company grounded in the belief that all health consumers are entitled to high-quality, coordinated care. NeueHealth consists of two reportable segments: (i) NeueCare (formerly Care Delivery) - The Company's value-driven care delivery business that manages risk in partnership with external payors and serves all populations across The Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 ("ACA") Marketplace, Medicare, and Medicaid; and (ii) NeueSolutions (formerly Care Solutions) - The Company's provider enablement business that includes a suite of technology, services, and clinical care solutions that empower providers to thrive in performance-based arrangements. Minneapolis, Minnesota-based Deloitte & Touche LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 28, 2024, citing that the Company has a history of operating losses, negative cash flows from operations and does not have sufficient cash on hand or available liquidity to meet its obligations, that raise substantial doubt about its ability to continue as a going concern. NIRVANA INVESTMENT: Taps Farsad Law Office as Bankruptcy Counsel ---------------------------------------------------------------- Nirvana Investment Group, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Farsad Law Office, P.C. as its general bankruptcy counsel. The firm's services include: a. advising the Debtor with respect to the powers and duties as Debtor-in-possession in the continued operation of the business and management of the Debtor’s property; b. taking necessary action to avoid any liens against the Debtor’s property, if needed; c. assisting, advising and representing the Debtor in consultations with creditors regarding the administration of this case, including the creditors holding liens on the property; d. advising and taking any action to stay foreclosure proceedings against any of Debtor’s property; e. preparing on behalf of the applicants as Debtor-in-possession necessary applications, answers, orders, reports and other legal papers; f. preparing on behalf of the applicants as Debtor-in-possession a disclosure statement, a plan of reorganization, and representing the Debtor at any hearing to approve the disclosure statement and to confirm the plan of reorganization; g. assisting, advising and representing the Debtor in any manner relevant to a review of any contractual obligations, and asset collection and dispositions; h. preparing documents relating to the disposition of assets; i. advising the Debtor on finance and finance-related matters and transactions and matters relating to the sale of the Debtor’s assets; j. assisting, advising and representing the Debtor in any issues associated with the acts, conduct, assets, liabilities and financial condition of the Debtor, and any other matters relevant to this case or to the formulation of plan(s) of reorganization; k. assisting, advising and representing the Debtor in the negotiation, formulation, preparation and submission of any plan(s) or reorganization and disclosure statement(s); l. providing other necessary advice and services as the Debtor may require in connection with this case, including advising and assisting the Debtor with respect to resolving disputes with any creditor that may arise. m. preparing status conference statements, and appearing at all court hearings as necessary, including status conference hearings before the court; and n. obtaining the necessary approval from the Court for Approval of Disclosure Statement and soliciting ballots as necessary for plan confirmation. The firm will be paid at these rates: Arasto Farsad $350 per hour Nancy Weng $350 per hour Paralegals $100 per hour The firm received a retainer in the amount of $15,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Arasto Farsad, Esq., a partner at the Farsad Law Office, 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 through: Arasto Farsad, Esq. Farsad Law Office, P.C. 1625 The Alameda, Suite 525 San Jose, CA 95126 Telephone: (408) 641-9966 Facsimile: (408) 866-7334 Email: farsadlaw1@gmail.com About Nirvana Investment Group Nirvana Investment Group, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 24-50854) on June 4, 2024, listing $1 million to $10 million in both assets and liabilities. The petition was signed by Michael Luu as managing member. Judge Stephen L Johnson presides over the case. Arasto Farsad, Esq. at FARSAD LAW OFFICE, P.C. represents the Debtor as counsel. NOVO INTEGRATED: Amends Purchase Agreement With Streeterville ------------------------------------------------------------- Novo Integrated Sciences, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission on June 27, 2024, that on June 23, 2024, the Company and Streeterville Capital, LLC entered into the First Amendment to the Transaction Documents, pursuant to which (i) the securities purchase agreement was amended to provide that the Registration Statement may be filed on Form S-1 or S-3 and the Registration Statement will be filed on or before July 3, 2024, and (ii) Streeterville waived any breach or default that occurred under the Note as of the June 23, 2024, if any, as a result of any breach by the Company relating to its failure to timely file the Registration Statement. On April 5, 2024, Novo Integrated entered into the SPA with Streeterville pursuant to which the Company issued a secured convertible promissory note, with a maturity date of April 8, 2025, in the principal sum of $6,210,000. Pursuant to the terms of the SPA, among other things, the Company agreed to file a registration statement on Form S-1 within 75 days of the closing date registering at least 3,500,000 shares of common stock for Streeterville for conversions under the Note. About Novo Integrated Novo Integrated Sciences, Inc., headquartered in Bellevue, Washington, owns Canadian and U.S. subsidiaries which provide, or intend to provide, essential and differentiated solutions to the delivery of multidisciplinary primary care and related wellness products through the integration of medical technology, interconnectivity, advanced therapeutics, diagnostic solutions, unique personalized product offerings, and rehabilitative science. Spokane, Washington-based Fruci & Associates II, PLLC, the Company's auditor since 2022, issued a "going concern" qualification in its report dated Dec. 14, 2023, citing that the Company has incurred recurring losses from operations, has negative cash flows from operating activities, and has an accumulated deficit as of Aug. 31, 2023. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. "There can be no assurance that funding would be available, or that the terms of such funding would be on favorable terms if available. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. These conditions, along with the matters noted noted above, raise substantial doubt about the Company's ability to continue as a going concern within one year after the date the unaudited condensed consolidated financial statements are issued," said Novo in its Quarterly Report for the period ended Feb. 29, 2024. OCUGEN INC: 4 of 6 Proposals Approved at Annual Meeting ------------------------------------------------------- Ocugen, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 28, 2024, it held its 2024 Annual Meeting of Stockholders virtually at which the stockholders: (a) elected Shankar Musunuri, Ph. D., MBA and Junge Zhang, Ph. D. to serve as directors until the 2027 Annual Meeting of Stockholders and until their respective successor, if any, are elected or appointed, or upon their earlier death, resignation, retirement, disqualification, or removal; (b) approved, on an advisory basis, the compensation of the Company's named executive officers; (c) did not approve an amendment to the Company's charter to limit the liability of certain officers of the Company as permitted by recent amendments to the Delaware General Corporation Law (the 'DGCL'); (d) approved an amendment to the Company's charter to increase the number of authorized shares of Common Stock; (e) did not approve an amendment to the Company's charter to adjust voting requirements for certain future amendments to the Company's charter in accordance with recent amendments to Section 242(d) of the DGCL; and (f) approved an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve all proceeding. The Company withdrew the proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the 2024 fiscal year. About Ocugen Inc. Malvern, Pa.-based Ocugen, Inc. is a biotechnology company focused on discovering, developing, and commercializing novel gene and cell therapies, biologics, and vaccines that improve health and offer hope for patients across the globe. The Company's technology pipeline includes: Modifier Gene Therapy Platform, Novel Biologic Therapy for Retinal Diseases, Regenerative Medicine Cell Therapy Platform, and Inhaled Mucosal Vaccine Platform. Philadelphia, Pennsylvania-based Ernst & Young LLP, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has suffered recurring losses from operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. OPTIO RX: U.S. Trustee Appoints Creditors' Committee ---------------------------------------------------- The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of OptioRx, LLC and its affiliates. The committee members are: 1. Aves Management LLC Attn: Charles Asfour 150 N. Riverside Plaza, Suite 5200 Chicago, IL 60606 Phone: 312-576-2099 Email: casfour@avescap.com 2. Baybridge Pharmacy Corp. Attn: Greg Savino 1842 Gardenia Ave. Merrick, NY 11566 Phone: 917-767-7647 Email: gregsavino@yahoo.com 3. Professional Compounding Centers, Inc. Attn: Manfredo Thibau 9901 S. Wilcrest Dr. Houston, TX 77099 Phone: 832-295-4299 Email: mthibau@pccarx.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Optio Rx Optio Rx, LLC filed Chapter 11 petition (Bankr. D. Del. Case No. 24-11188) on June 7, 2024, with $10 million to $50 million in assets and $100 million to $500 million in liabilities. Judge Thomas M. Horan oversees the case. William E. Chipman, Jr., Esq., at Chipman Brown Cicero & Cole, LLP serves as the Debtor's legal counsel. Stretto, Inc. is the claims and noticing agent. POET TECHNOLOGIES: Issues Voting Results of Annual Meeting ---------------------------------------------------------- POET Technologies Inc. reported on June 25, 2024, the voting results of its Annual General and Special Meeting, which was held virtually on Friday, June 21. The Company's VP Finance and Administration, Kevin Barnes, delivered customary introductions and the call to order, and POET's Chairman of the Compensation Committee, Glen Riley, conducted the formal business of the Meeting, which included the approval of all proposals outlined in the Company's management information circular and voting material as previously distributed to shareholders. After completing the formal business of the Meeting, the Company's Chief Executive Officer, Dr. Suresh Venkatesan, presented POET's current status as a company dedicated to producing advanced communication solutions for Artificial Intelligence networks. Dr. Venkatesan's presentation featured the Company's financial stability, the close match between the needs of AI network operators and POET's optical engine products, current major customer projects to produce 800G and 1.6T transceivers, and its operational strategy to address the current geopolitical situation. The presentation was followed by a brief Q&A session. The slides presented at the Meeting along with webcast replay can be accessed in the Investor Relations section of POET's website at: https://poet-technologies.com/agm/agm2024.html. In summary, the shareholders of the Company approved the following proposals: * Re-election of Suresh Venkatesan, Jean-Louis Malinge, Theresa Lan Ende, Glen Riley and Chris Tsiofas as directors, with no director receiving less than 84% of the votes cast; * Appointment of Davidson & Company LLP as the Company's auditors by 98% of the votes cast; * Approval by 74% of the votes cast to amend the terms of certain stock options held by insiders of the Corporation; * Approval of the Corporation's omnibus equity incentive plan by 86% of the votes cast, which included an increase in the number of stock options awards available to 12,218,458, representing 20% of the 61,092,291 commons shares issued and outstanding at the time of the vote. Following the AGSM, the POET Board of Directors met to elect officers and to discuss option grants for directors, officers and employees. For their service on the Board of Directors until the next Annual General Meeting, the directors were granted a total of 277,659 options which will vest quarterly in arrears over the next year. The balance of each members compensation is paid in cash over four quarters in accordance with the established formula for member compensation. Following the recommendation of the Compensation Committee, the Board also granted to certain officers a total of 630,000 options and granted an additional 750,000 options to certain employees. The officer and employee options are subject to a four-year vesting, in which 25% vest on the first anniversary of the grant and the remaining 75% vest quarterly over the remaining three years. The director, officer and employee options are exercisable for 10 years at a price of CAD$2.48, being the closing price of the Company's shares on June 24, 2024. The options were granted subject to provisions of the Company's 2024 Omnibus Incentive Plan and are subject to the TSX Venture Exchange policies and applicable securities laws. About POET Technologies Inc. POET -- www.poet-technologies.com -- is a design and development company offering high-speed optical modules, optical engines and light source products to the artificial intelligence systems market and to hyperscale data centers. POET's photonic integration solutions are based on the POET Optical Interposer, a novel, patented platform that allows the seamless integration of electronic and photonic devices into a single chip using advanced wafer-level semiconductor manufacturing techniques. POET's Optical Interposer-based products are lower cost, consume less power than comparable products, are smaller in size and are readily scalable to high production volumes. In addition to providing high-speed(800G, 1.6T and above) optical engines and optical modules for AIclusters and hyperscale data centers, POET has designed and produced novel light source products for chip-to-chip data communication within and between AI servers, the next frontier for solving bandwidth and latency problems in AI systems. POET's Optical Interposer platform also solves device integration challenges in 5G networks, machine-to-machine communication, self-contained "Edge" computing applications and sensing applications, such as LIDAR systems for autonomous vehicles. POET is headquartered in Toronto, Canada, with operations in Allentown, PA, Shenzhen, China, and Singapore. Hartford, Conn.-based Marcum LLP, the Company's auditor since 2009, issued a "going concern" qualification in its report dated March 15, 2024, citing that the Company has incurred significant losses over the past few years and needs to raise additional funds to meet its future obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PUBLIC PREPARATORY: S&P Lowers ICR to 'BB', Outlook Negative ------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating (ICR) to 'BB' from 'BBB' on Public Preparatory Charter Schools Academies (Public Prep or the network), a New York not-for-profit education corporation, on behalf of Boys Preparatory Charter School of New York (Boys Prep), and removed the rating from CreditWatch with negative implications, where it had been placed on March 21, 2024. The outlook is negative. "The downgrade reflects the network's significant and unexpected increase in pro forma lease-adjusted debt in fiscal 2023 translating to pro forma maximum annual debt service coverage below 1x and elevated debt metrics, along with the network's significant enrollment declines in recent years leading to the consolidation of schools from five to three in fall 2024, as well as turnover in key leadership positions in recent years that could lead to additional operational and financial risk," said S&P Global Ratings credit analyst Joyce Jung. The negative outlook reflects risks surrounding the increasing lease-adjusted debt service requirements over the next few years as Public Prep will be relocating one of its remaining schools to a new facility, which S&P anticipates will increase lease expenses by $1.5 million in fiscal 2025 and to $4.2 million in fiscal 2028, and the enrollment decline that could hinder the network's ability to meet this obligation. S&P said, "We could lower the rating, potentially by multiple notches, if the network's enrollment does not meet management's expectations, further weakening the financial profile. Continued turnover in leadership could also pressure the rating. "While we view a rating upgrade as unlikely, we could revise the outlook to stable if the school demonstrates an ability to reverse its enrollment trend, translating to break-even operations on a full-accrual basis and pro forma maximum annual debt service coverage above 1x. Stability in leadership and consistency in the organization's liquidity position would also be necessary to warrant a return to stable outlook." Total debt outstanding as of fiscal 2023 year-end was approximately $65.2 million including $59.6 million in long-term lease obligations as well as $6.6 million in loans. PURDUE PHARMA: Kleinberg Kaplan Partner Comments on Court Ruling ---------------------------------------------------------------- Mathew Gold, partner with Kleinberg Kaplan, commented on the Supreme Court's opinion in Harrington v. Purdue Pharma L.P. The issue in the case was whether the bankruptcy code authorizes a court to approve, as part of a plan of reorganization under Chapter 11, a release that extinguishes claims held by nondebtors against nondebtor third parties, without the claimants' consent. Mr. Gold commented on the Court's decision: "The Supreme Court finally resolved a three-year legal battle and struck down the plan of reorganization of Purdue Pharma on the grounds that it contained impermissible 'Sackler Releases' that were outside the power of the Bankruptcy Court to grant. For the creditors of Purdue Pharma this decision has the effect of invalidating the existing complex series of interrelated compromises among Purdue's creditors and between them and the Sackler family, and will force them to either renegotiate those agreements without non-consensual Sackler Releases or embark on a series of litigations against the Sacklers. It is expected that the parties will engage in a high-stakes mediation over the next two months to determine whether a new series of agreements can be reached." Kleinberg Kaplan represents the State of Washington, which played a pivotal role in spearheading an appeal from the confirmation order and then in negotiating during the appeal a settlement with the Sacklers that added over a billion dollars to creditor recoveries. About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP, as legal counsels; PJT Partners as investment banker; AlixPartners as financial advisor; and Grant Thornton, LLP as tax structuring consultant. Prime Clerk, LLC, is the claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the official committee of unsecured creditors appointed in the Debtors' bankruptcy cases. David M. Klauder, Esq., is the fee examiner appointed in the Debtors' cases. The fee examiner is represented by Bielli & Klauder, LLC. * * * U.S. Bankruptcy Judge Robert Drain in early September 2021 approved a plan to turn Purdue into a new company (Knoa Pharma LLC) no longer owned by members of the Sackler family, with its profits going to fight the opioid epidemic. The Sackler family agreed to pay $4.3 billion over nine years to the states and private plaintiffs and in exchange for a lifetime legal immunity. The deal resolves some 3,000 lawsuits filed by state and local governments, Native American tribes, unions, hospitals and others who claimed the company's marketing of prescription opioids helped spark and continue an overdose epidemic. Separate appeals to approval of the Plan have already been filed by the U.S. Bankruptcy Trustee, California, Connecticut, the District of Columbia, Maryland, Rhode Island and Washington state, plus some Canadian local governments and other Canadian entities. In early March 2022, Purdue Pharma reached a nationwide settlement over its role in the opioid crisis, with the Sackler family members boosting their cash contribution to as much as $6 billion. The settlement was hammered out with attorneys general from the eight states -- California, Connecticut, Delaware, Maryland, Oregon, Rhode Island, Vermont and Washington -- and D.C. who had opposed the previous settlement. PURDUE PHARMA: SC Rules 5-4 to Reject Plan, Sackler Releases ------------------------------------------------------------ The United States Supreme Court on Thursday, June 27, resolved a three-year legal battle in Harrington v. Purdue Pharma L.P. The issue in the case was whether the Bankruptcy Code authorizes a court to approve, as part of a plan of reorganization under Chapter 11, a release that extinguishes claims held by nondebtors against nondebtor third parties, without the claimants' consent. The High Court in a 5-4 decision struck down the plan of reorganization of Purdue Pharma on the grounds that it contained impermissible 'Sackler Releases' that were outside the power of the Bankruptcy Court to grant. The SC decision notes that the Sacklers have not filed for bankruptcy or placed all their assets on the table for distribution to creditors, yet they seek what essentially amounts to a discharge. "[N]othing in present law authorizes the Sackler discharge," Associate Justice Gorsuch writes for the majority. Between 1999 and 2019, approximately 247,000 people in the U.S. died from prescription-opioid overdoses. Owned and controlled by the Sackler family, Purdue began marketing OxyContin, an opioid prescription pain reliever, in the mid-1990s. After Purdue earned billions of dollars in sales on the drug, in 2007 one of its affiliates pleaded guilty to a federal felony for misbranding OxyContin as a less-addictive, less-abusable alternative to other pain medications. Thousands of lawsuits followed. The SC decision notes that, fearful that the litigation would eventually impact them directly, the Sacklers initiated a "milking program," withdrawing from Purdue approximately $11 billion -- roughly 75% of the firm's total assets -- over the next decade. Those withdrawals left Purdue in a significantly weakened financial state. And in 2019, Purdue filed for Chapter 11 bankruptcy. During that process, the Sacklers proposed to return approximately $4.3 billion to Purdue's bankruptcy estate. In exchange, the Sackers sought a judicial order releasing the family from all opioid-related claims and enjoining victims from bringing such claims against them in the future. The bankruptcy court approved Purdue's proposed reorganization plan, including its provisions concerning the Sackler discharge. But the district court vacated that decision, holding that nothing in the law authorizes bankruptcy courts to extinguish claims against third parties like the Sacklers, without the claimants' consent. A divided panel of the Second Circuit reversed the district court and revived the bankruptcy court's order approving a modified reorganization plan. "Today's decision is a narrow one. Nothing in the opinion should be construed to call into question consensual third-party releases offered in connection with a bankruptcy reorganization plan. Nor does the Court express a view on what qualifies as a consensual release or pass upon a plan that provides for the full satisfaction of claims against a third-party nondebtor. Additionally, because this case involves only a stayed reorganization plan, the Court does not address whether its reading of the bankruptcy code would justify unwinding reorganization plans that have already become effective and been substantially consummated," Gorsuch clarifies. Justices Thomas, Alito, Barrett, and Jackson joined. Justice Kavanaugh filed a dissenting opinion, in which Chief Justice Roberts and Justices Sotomayor and Kagan joined. Justice Kavanaugh calls the majority's decision "wrong on the law and devastating for more than 100,000 opioid victims and their families," saying the ruling restricts the long-established authority of bankruptcy courts to fashion fair and equitable relief for mass-tort victims. "As a result, opioid victims are now deprived of the substantial monetary recovery that they long fought for and finally secured after years of litigation. Bankruptcy seeks to solve a collective-action problem and prevent a race to the courthouse by individual creditors who, if successful, could obtain all of a company's assets, leaving nothing for all the other creditors. The bankruptcy system works to preserve a bankrupt company's limited assets and to then fairly and equitably distribute those assets among the creditors -- and in mass-tort bankruptcies, among the victims," Justice Kavanaugh writes. According to Mathew Gold, partner with Kleinberg Kaplan, for the creditors of Purdue Pharma this decision has the effect of invalidating the existing complex series of interrelated compromises among Purdue's creditors and between them and the Sackler family, and will force them to either renegotiate those agreements without non-consensual Sackler Releases or embark on a series of litigations against the Sacklers. It is expected that the parties will engage in a high-stakes mediation over the next two months to determine whether a new series of agreements can be reached. Kleinberg Kaplan represents the State of Washington, which played a pivotal role in spearheading an appeal from the confirmation order and then in negotiating during the appeal a settlement with the Sacklers that added over a billion dollars to creditor recoveries. RC BUYER: S&P Alters Outlook to Positive, Affirms 'B-' ICR ---------------------------------------------------------- S&P Global Ratings revised the outlook to positive from stable and affirmed its 'B-' issuer credit rating on RC Buyer Inc.'s (d/b/a Rough Country). S&P said, "At the same time, we affirmed our 'B-' issue-level rating, with a '3' recovery rating, on the company's senior secured debt. "The positive outlook reflects the potential that we could raise our ratings on Rough County if EBITDA margins remain near recent levels, supporting debt to EBITDA below 6x and FOCF to debt greater than 3%. "The positive outlook reflects Rough Country's modest topline growth, steady margins, consistent free cash flow, and continued de-leveraging in our base-case forecast. Over the past two years, Rough Country has been able to achieve modest volume growth despite a tougher consumer environment. The company has achieved this growth by diversifying into non-suspension categories such as lighting, seat covers, and fender flares. Although margins are lower than they were pre-pandemic, Rough Country has maintained margins well above the average of auto suppliers because of its digital direct-to-consumer strategy that allows it to manage product pricing along with its variable cost structure. In addition, the company has benefited from easing inflationary pressures, specifically lower freight and raw material costs. We expect the company will sustain margins near recent levels and continue to modestly increase its topline growth, which should support leverage below 6x by year-end 2024. We forecast FOCF to debt of about 4% this year, improving to above 5% in subsequent years. "Although the company is owned by a sponsor, it has paid down debt and has not pursued aggressive acquisitions, which has enhanced deleveraging. Under TSG Consumer Partners' ownership, Rough Country has repaid more than $70 million of debt and pursued only very small tuck-in acquisitions. However, we continue to view larger acquisitions or debt-funded dividends paid to the sponsor as an ongoing risk. For this reason, we will look for TSG to establish a track record of maintaining leverage below 6x before considering an upgrade on Rough Country. "We continue to believe demand for highly discretionary auto parts will decline in a more protracted recession. If the U.S. were to enter a longer recession, this would reduce discretionary consumer spending and demand for Rough Country's products more than our base-case forecast. In this scenario, a steeper decline in revenues would increase leverage, but we think the company could still manage to generate modest FOCF because Rough Country has a variable cost structure and relatively low capital spending requirements. One additional near-term risk would be higher tariffs on Chinese products given the current political environment. The company imports a significant number of products from Asia. We think Rough Country could pass on these costs to consumers given time, but any sudden higher tariff would initially hurt margins and could reduce demand for the company's products longer term." Rough Country has maintained adequate sources of liquidity since being acquired by TSG and has directed cash flow to voluntarily repay debt. The company ended first-quarter 2024 with $7.6 million of balance-sheet cash and $34 million of net revolver availability, for total liquidity of $41.6 million. Rough Country borrowed on its revolving line of credit earlier in 2024 along with using some cash on hand to repay its second-lien term loan, and has also begun to repay revolver borrowings. Furthermore, the company has a covenant-lite capital structure with no debt maturities until its revolver expires in 2026 followed by its first-lien term loan in 2028. S&P said, "The positive outlook reflects the potential that we could raise our ratings on Rough Country if EBITDA margins remain near recent levels and revenues continue to grow modestly, supporting debt to EBITDA below 6x and FOCF to debt greater than 3%. "We could return the outlook to stable if debt to EBITDA were to increase above 6x or FOCF to debt trended below 3%. This could occur if demand for Rough Country's discretionary products weakens from slowing consumer spending, or if inflationary pressures increase and reduce margins. It could also occur if the company purses a larger acquisition or the sponsor pays a debt-financed dividend." S&P could raise the ratings on the company within the next 12 months if EBITDA margins remain stable allowing Rough Country to maintain: -- Debt to EBITDA below 6x; and -- FOCF to debt greater than 3%. This could occur due to improving demand for the company's products, easing inflationary pressures, or further voluntary debt repayments. In addition, S&P would expect the company and its sponsor to commit to maintaining credit metrics at these levels. Environmental factors have an overall neutral influence on S&P's credit rating analysis of Rough Country. None of its products (primarily lift and leveling kits, as well as shocks, stabilizers, steps, and LED lights) faces displacement risk even when more trucks get electrified. S&P said, "Governance is a moderately negative consideration. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of the controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects financial sponsors generally finite holding periods and a focus on maximizing shareholder returns." RC BUYER: S&P Alters Outlook to Positive, Affirms 'B-' ICR ---------------------------------------------------------- S&P Global Ratings revised the outlook to positive from stable and affirmed its 'B-' issuer credit rating on RC Buyer Inc.'s (d/b/a Rough Country). S&P said, "At the same time, we affirmed our 'B-' issue-level rating, with a '3' recovery rating, on the company's senior secured debt. "The positive outlook reflects the potential that we could raise our ratings on Rough County if EBITDA margins remain near recent levels, supporting debt to EBITDA below 6x and FOCF to debt greater than 3%. "The positive outlook reflects Rough Country's modest topline growth, steady margins, consistent free cash flow, and continued de-leveraging in our base-case forecast. Over the past two years, Rough Country has been able to achieve modest volume growth despite a tougher consumer environment. The company has achieved this growth by diversifying into non-suspension categories such as lighting, seat covers, and fender flares. Although margins are lower than they were pre-pandemic, Rough Country has maintained margins well above the average of auto suppliers because of its digital direct-to-consumer strategy that allows it to manage product pricing along with its variable cost structure. In addition, the company has benefited from easing inflationary pressures, specifically lower freight and raw material costs. We expect the company will sustain margins near recent levels and continue to modestly increase its topline growth, which should support leverage below 6x by year-end 2024. We forecast FOCF to debt of about 4% this year, improving to above 5% in subsequent years. "Although the company is owned by a sponsor, it has paid down debt and has not pursued aggressive acquisitions, which has enhanced deleveraging. Under TSG Consumer Partners' ownership, Rough Country has repaid more than $70 million of debt and pursued only very small tuck-in acquisitions. However, we continue to view larger acquisitions or debt-funded dividends paid to the sponsor as an ongoing risk. For this reason, we will look for TSG to establish a track record of maintaining leverage below 6x before considering an upgrade on Rough Country. "We continue to believe demand for highly discretionary auto parts will decline in a more protracted recession. If the U.S. were to enter a longer recession, this would reduce discretionary consumer spending and demand for Rough Country's products more than our base-case forecast. In this scenario, a steeper decline in revenues would increase leverage, but we think the company could still manage to generate modest FOCF because Rough Country has a variable cost structure and relatively low capital spending requirements. One additional near-term risk would be higher tariffs on Chinese products given the current political environment. The company imports a significant number of products from Asia. We think Rough Country could pass on these costs to consumers given time, but any sudden higher tariff would initially hurt margins and could reduce demand for the company's products longer term." Rough Country has maintained adequate sources of liquidity since being acquired by TSG and has directed cash flow to voluntarily repay debt. The company ended first-quarter 2024 with $7.6 million of balance-sheet cash and $34 million of net revolver availability, for total liquidity of $41.6 million. Rough Country borrowed on its revolving line of credit earlier in 2024 along with using some cash on hand to repay its second-lien term loan, and has also begun to repay revolver borrowings. Furthermore, the company has a covenant-lite capital structure with no debt maturities until its revolver expires in 2026 followed by its first-lien term loan in 2028. S&P said, "The positive outlook reflects the potential that we could raise our ratings on Rough Country if EBITDA margins remain near recent levels and revenues continue to grow modestly, supporting debt to EBITDA below 6x and FOCF to debt greater than 3%. "We could return the outlook to stable if debt to EBITDA were to increase above 6x or FOCF to debt trended below 3%. This could occur if demand for Rough Country's discretionary products weakens from slowing consumer spending, or if inflationary pressures increase and reduce margins. It could also occur if the company purses a larger acquisition or the sponsor pays a debt-financed dividend." S&P could raise the ratings on the company within the next 12 months if EBITDA margins remain stable allowing Rough Country to maintain: -- Debt to EBITDA below 6x; and -- FOCF to debt greater than 3%. This could occur due to improving demand for the company's products, easing inflationary pressures, or further voluntary debt repayments. In addition, S&P would expect the company and its sponsor to commit to maintaining credit metrics at these levels. Environmental factors have an overall neutral influence on S&P's credit rating analysis of Rough Country. None of its products (primarily lift and leveling kits, as well as shocks, stabilizers, steps, and LED lights) faces displacement risk even when more trucks get electrified. S&P said, "Governance is a moderately negative consideration. Our assessment of the company's financial risk profile as highly leveraged reflects corporate decision-making that prioritizes the interests of the controlling owners, in line with our view of most rated entities owned by private-equity sponsors. Our assessment also reflects financial sponsors generally finite holding periods and a focus on maximizing shareholder returns." REVERB BUYER: $1.05BB Bank Debt Trades at 25% Discount ------------------------------------------------------ Participations in a syndicated loan under which Reverb Buyer Inc is a borrower were trading in the secondary market around 75.4 cents-on-the-dollar during the week ended Friday, June 28, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.05 billion Term loan facility is scheduled to mature on November 1, 2028. The amount is fully drawn and outstanding. Reverb is the largest online marketplace dedicated to buying and selling new, used, and vintage musical instruments. SANDVINE LP: S&P Downgrades ICR to 'CCC-' on Going Concern Doubt ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Sandvine LP to 'CCC-' from 'CCC'. S&P also downgraded its $400 million first-lien term loan to 'CCC-' from 'CCC', and its $100 second-lien term loan to 'CC' from 'CCC-'. The negative outlook reflects elevated risk for a payment default, debt restructuring, or distressed exchange over the next six months due to the severe headwinds from the Dept. of Commerce's determination. There is material uncertainty that may cast substantial doubt on Sandvine's ability to continue as a going concern over the next several quarters. Sandvine began to face severe headwinds after it was included on the U.S. Dept. of Commerce's Entity List surrounding sales of technology to the government of Egypt, where it was used in mass web-monitoring and censorship. As a result, Sandvine's revenue and free operating cash flow (FOCF) were down year over year in the first quarter of 2024. Subsequently, the audit stated that Sandvine would have to come off the U.S. Entity List before it could continue as a going concern. While Sandvine will continue to speak with the Dept. of Commerce, S&P's believe it will be challenging to come off the Entity List and turn around the business such that its operations can handle its mandatory debt obligations over the next few quarters. Sandvine is actively engaged with its lenders about its go-forward capitalization. The audit states that Sandvine was talking with its lenders about its capital structure as its ability to service its debt cannot be predicted. Sandvine missed a cash flow sweep prepayment that caused it to enter a forbearance agreement with its lenders. S&P Global Ratings does not consider missed cash flow payments to be defaults, as it did not breach the imputed promise of payment of principal due at final maturity in cash. Sandvine was also able to enter a new amendment that stated the missed prepayment was not an event of default. S&P said, "We believe that if Sandvine is not able to get off the Entity List soon, it will likely pursue a debt restructuring or distressed exchange with its lenders. If lenders receive less than the face value of the original obligation, we would consider that a default." Outlook The negative outlook reflects Sandvine's high likelihood for a payment default, debt restructuring, or distressed exchange over the next six months stemming from the Entity List placement. Downside scenario S&P could lower the ratings if the company has a conventional default, or if it executes exchange offers or a debt restructuring on its senior secured term loan that we view as distressed. Upside scenario S&P said, "We could take a positive rating action if Sandvine can minimize the business impact of the Entity List placement and reduce its cost structure such that we believe the capital structure is sustainable. This would likely require a resolution soon and a large restructuring put in place in time for lenders to gain confidence in providing financing at nondistressed spreads. It may require an equity infusion." SINCLAIR TELEVISION: $740MM Bank Debt Trades at 30% Discount ------------------------------------------------------------ Participations in a syndicated loan under which Sinclair Television Group Inc is a borrower were trading in the secondary market around 70.4 cents-on-the-dollar during the week ended Friday, June 28, 2024, according to Bloomberg's Evaluated Pricing service data. The $740 million Term loan facility is scheduled to mature on April 3, 2028. About $718.2 million of the loan is withdrawn and outstanding. Sinclair Television Group, Inc. provides media broadcasting services. The Company offers television broadcasting and programming services. SKILLSOFT FINANCE II: $640MM Bank Debt Trades at 21% Discount ------------------------------------------------------------- Participations in a syndicated loan under which Skillsoft Finance II Inc is a borrower were trading in the secondary market around 78.6 cents-on-the-dollar during the week ended Friday, June 28, 2024, according to Bloomberg's Evaluated Pricing service data. The $640 million Term loan facility is scheduled to mature on July 14, 2028. About $591.4 million of the loan is withdrawn and outstanding. SkillSoft Corporation provides cloud-based learning solutions, offering enterprise courseware. SMC ENTERTAINMENT: Hires RBSM to Replace Olayinka as Auditor ------------------------------------------------------------ SMC Entertainment, Inc. reported in a Form 8-K filed with the Securities and Exchange Commission on June 24, 2024, that the Board of Directors of the Company received notice from Olayinka Oyebola & Co, the independent registered public accounting firm of the Company, that they were resigning as the Company's registered accounting firm effective immediately, following the appointment by the Company of RBSM, LLP, effective June 24, 2024 as its new registered accounting firm. The reports of Olayinka on the financial statements of the Company for the fiscal years ended Dec. 31, 2023, and 2022, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. SMC stated that, "During the Company's fiscal years ended December 31, 2023, and 2022, and through March 31, 2024, there were no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange Act of 1934 ("Regulation S-K") and related instructions thereto between the Company and Olayinka on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Olayinka, would have caused Olayinka to make reference to the subject matter of the disagreements in connection with its audit reports on the Company's financial statements. During the Company's past fiscal years ended December 31, 2023, and 2022, and the interim period through March 31, 2024, Olayinka did not advise the Company of any of the matters specified in Item 304(a)(1)(v) of Regulation S-K." Appointment of New Independent Accountant On June 24, 2024, the Company engaged RBSM, LLP as its independent registered public accounting firm to provide its report for the fiscal year ended Dec. 31, 2024, effective immediately. For the fiscal years ended Dec. 31, 2023 and 2022 and during the subsequent interim periods through March 31, 2024, neither the Company nor anyone acting on behalf of the Company had consulted RBSM regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, nor did RBSM provide a written report or oral advice to the Company that RBSM concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K). About SMC Boca Raton, Fla.-based SMC Entertainment Inc. -- http://www.smceinc.com-- is a versatile holding company focused on acquisition and support of proven commercialized financial services and technology (Fintech) companies. SMC has assembled a team of individuals adept at solving market needs, primarily within the merger and acquisition business landscape. Lagos, Nigeria-based Olayinka Oyebola & Co., the Company's auditor since March 2022, issued a "going concern" qualification in its report dated April 15, 2024, citing that the Company suffered an accumulated deficit of $17,560,687, net loss of $1,560,683 and a negative working capital of $3,393,255. These matters raise substantial doubt about the Company's ability to continue as a going concern. SOUTHWESTERN MATTRESS: Taps Ross, Smith & Binford as Counsel ------------------------------------------------------------ Southwestern Mattress Sales, Inc., d/b/a Factory Mattress seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Ross, Smith & Binford, PC as counsel. The firm will render these services: a. serve as counsel of record for the Debtor in all legal aspects of this Bankruptcy Case, including without limitation, the prosecution of actions on behalf of the Debtor; b. prepare pleadings in connection with the Bankruptcy Case; and c. appear before the Court to represent the interests of the Debtor in connection with the Bankruptcy Case. The firm will be paid at these hourly rates: Shareholders $650 Associates and Counsel $400 to $600 Paraprofessionals $150 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jason Binford, Esq., a partner at Ross, Smith & Binford, 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: Jason Binford, Esq. ROSS SMITH & BINFORD, PC 2003 N. Lamar Blvd., Suite 100 Austin, TX 78705 Tel: (512) 351-4778 Fax: (214) 377-9409 Email: jason.binford@rsbfirm.com About Southwest Mattress Sales, Inc. Southwest Mattress Sales, Inc. is a retailer of mattresses based in Austin, Texas. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-10652) on June 7, 2024. In the petition signed by Stephen Frey, president, the Debtor disclosed up to $10 million in both assets and liabilities. Jason Binford, Esq., at ROSS, SMITH & BINFORD, PC, represents the Debtor as legal counsel. STAFFING 360: Effects 1-for-10 Reverse Stock Split -------------------------------------------------- Staffing 360 Solutions, Inc. announced June 24, 2024, that it intends to effect a reverse stock split of its common stock at a ratio of one post-split share for every 10 pre-split shares. The reverse stock split became effective at 4:05 p.m., New York time, on Tuesday, June 25, 2024. Staffing 360's common stock will continue to trade on the Nasdaq Capital Market under the symbol STAF, and will begin trading on a split-adjusted basis when the market opens on Wednesday, June 26, 2024. The new CUSIP number for the common stock following the reverse stock split will be 852387604. At the Company's annual meeting of stockholders held on Dec. 27, 2023, Staffing 360's stockholders granted the Company's Board of Directors the discretion to effect a reverse stock split of all of the outstanding shares of Staffing 360's common stock through an amendment to its Amended and Restated Certificate of Incorporation at a ratio of not less than 1-for-2 and not more than 1-for-20, with the exact ratio and timing to be determined by the Board. At the effective time of the reverse stock split, every 10 shares of Staffing 360's issued and outstanding common stock will be converted automatically into one issued and outstanding share of common stock without any change in the par value per share or the number of authorized shares of common stock. Stockholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-10 reverse stock split. It is not necessary for stockholders holding shares of the Company's common stock in certificated form to exchange their existing stock certificates for new stock certificates of the Company in connection with the reverse stock split, although stockholders may do so if they wish. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder's percentage interest in the Company's equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. Any fractional share resulting from the reverse stock split will be rounded up to the nearest whole number of shares. The reverse stock split will reduce the number of shares of Staffing 360's common stock outstanding by a factor of 10 from 6,397,388 shares to approximately 639,739 shares, subject to adjustment for the rounding up of fractional shares. Proportional adjustments will be made to the number of shares of Staffing 360's common stock issuable upon the exercise or conversion of Staffing 360's equity awards, convertible preferred stock and warrants, as well as the applicable exercise price or conversion price. Stockholders with shares in brokerage accounts should direct any questions concerning the reverse stock split to their broker; all other stockholders may direct questions to the Company's transfer agent, Securities Transfer Corporation, via email at info@stctransfer.com or by telephone at (469) 633-0101. About Staffing 360 Headquartered in New York, Staffing 360 Solutions, Inc. is engaged in the execution of a buy-integrate-build strategy through the acquisition of domestic and international staffing organizations in the United States. The Company believes that the staffing industry offers opportunities for accretive acquisitions and as part of its targeted consolidation model, is pursuing acquisition targets in the finance and accounting, administrative, engineering, IT, and light industrial staffing space. New York, NY-based RBSM LLP, the Company's auditor since 2024, issued a "going concern" qualification in its report dated June 11, 2024, citing that the Company has incurred substantial operating losses and will require additional capital to continue as a going concern. This raises substantial doubt about the Company's ability to continue as a going concern. STAFFING 360: Fails to Comply With Nasdaq's Equity Requirement -------------------------------------------------------------- Staffing 360 Solutions, Inc. disclosed in Form 8-K Report filed with the U.S. Securities and Exchange Commission that on June 20, 2024, the Company received a Notice from the Listing Qualifications Department of the Nasdaq Stock Market indicating that it is no longer in compliance with the minimum stockholders' equity requirement for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(1). Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholders' equity of at least $2,500,000 or meet the alternative compliance standards relating to the market value of listed securities or net income from continuing operations, which the Company does not currently meet. Pursuant to the Notice and the listing rules of Nasdaq, Nasdaq has provided the Company with 45 calendar days, or until August 5, 2024, to submit a plan to regain compliance with the Minimum Stockholders' Equity Requirement. If the Company's plan to regain compliance is accepted, Nasdaq can grant an extension of up to 180 calendar days from the date of the Notice to evidence compliance. If the Company's plan to regain compliance is not accepted, or if it is accepted and the Company does not regain compliance in the timeframe required by Nasdaq, the Staff could provide notice that the Company's shares of common stock are subject to delisting. The Notice has no immediate impact on the listing of the Company's shares of common stock, which will continue to be listed and traded on Nasdaq, subject to the Company's compliance with the other listing requirements of Nasdaq. The Company is currently evaluating options to regain compliance and intends to timely submit a plan to regain compliance with Nasdaq's Minimum Stockholders' Equity Requirement. Although the Company will use all reasonable efforts to achieve compliance with the Minimum Stockholders' Equity Requirement, there can be no assurance that the Company will be able to regain compliance with the Requirement or other current outstanding Nasdaq deficiencies pursuant to the Nasdaq listing rules, or that the Company will otherwise be in compliance with other Nasdaq listing criteria. About Staffing 360 Headquartered in New York, Staffing 360 Solutions, Inc. is engaged in the execution of a buy-integrate-build strategy through the acquisition of domestic and international staffing organizations in the United States. The Company believes that the staffing industry offers opportunities for accretive acquisitions and as part of its targeted consolidation model, is pursuing acquisition targets in the finance and accounting, administrative, engineering, IT, and light industrial staffing space. As of Dec. 30, 2023, the Company had $70.73 million in total assets, $78.54 million in total liabilities, and a total stockholders' deficit of $7.81 million. New York, NY-based RBSM LLP, the Company's auditor since 2024, issued a "going concern" qualification in its report dated June 11, 2024, citing that the Company has incurred substantial operating losses and will require additional capital to continue as a going concern. This raises substantial doubt about the Company's ability to continue as a going concern. STEWARD HEALTH: Committee Taps Akin Gump Strauss Hauer as Counsel ----------------------------------------------------------------- The official committee of unsecured creditors of Steward Health Care System LLC and its affiliates, seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Akin Gump Strauss Hauer & Feld LLP as its counsel. The firm will render these services: (a) advise the Committee with respect to its rights, duties and powers in these Chapter 11 Cases; (b) assist and advise the Committee in its consultations and negotiations with the Debtors and other parties in interest relative to the administration of these Chapter 11 Cases; (c) assist the Committee in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims and equity interests; (d) assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, certain of their other stakeholders, their insiders and of the operation of the Debtors' businesses; (e) assist the Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, sales or other dispositions of the Debtors' assets or businesses, the assumption or rejection of certain leases of non-residential real property and executory contracts, financing transactions, other transactions and the terms of one or more plans of reorganization and/or liquidation for the Debtors and accompanying disclosure statements and related plan documents; (f) assist and advise the Committee as to its communications to the general creditor body regarding significant matters in these Chapter 11 Cases; (g) represent the Committee at all hearings and other proceedings before this Court; (h) review and analyze applications, orders, statements of operations and schedules filed with the Court and advise the Committee as to their propriety and, to the extent deemed appropriate by the Committee, support, join or object thereto; (i) advise and assist the Committee with respect to any legislative, regulatory or governmental activities related to the Debtors and these Chapter 11 Cases, including, without limitation, in respect of any sales of the Debtors' assets or businesses; (j) assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; (k) assist the Committee in its review and analysis of the Debtors' various agreements; (l) prepare, on behalf of the Committee, any pleadings, including, without limitation, motions, memoranda, complaints, adversary complaints, objections or comments in connection with any matter related to the Debtors or these Chapter 11 Cases; (m) investigate and analyze any claims belonging to the Debtors' estates; and (n) perform such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules or other applicable law. The firm will be paid at these hourly rates: Partners $1,420 to $2,195 Senior Counsel $1,055 to $1,800 Counsel $1,250 to $1,575 Associates $840 to $1,200 Paraprofessionals $255 to $530 Brad Kahn, a partner at Akin, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Akin disclosed the following: (a) Akin did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement. The rates are consistent with (i) market rates for comparable services and (ii) the rates that Akin charges and will charge other comparable chapter 11 clients, regardless of the location of the chapter 11 case. (b) No rate for any of the professionals included in this engagement varies based on the geographic location of the bankruptcy case. (c) Akin did not represent the Committee in these Chapter 11 Cases prior to its retention by the Committee. (d) Akin expects to develop a prospective budget and staffing plan to reasonably comply with the U.S. Trustee's request for information and additional disclosures, as to which Akin reserves all rights. (e) The Committee has approved Akin's proposed hourly billing rates for the year 2024. The firm can be reached at: Brad M. Kahn, Esq. Akin Gump Strauss Hauer & Feld, LLP One Bryant Park New York, NY 10036-6745 Tel: (212) 872-1000 Fax: (212) 872-1002 Email: bkahn@akingump.com About Steward Health Care Steward Health Care System LLC owns and operates the largest private physician-owned for-profit healthcare network in the U.S. Headquartered in Dallas, Texas, Steward's operations include 31 hospitals in eight states, approximately 400 facility locations, 4,500 primary and specialty care physicians, 3,600 staffed beds, and nearly 30,000 employees. Steward Health Care provides care to more than two million patients annually. Steward and 166 affiliated debtors filed chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024, in the U.S. Bankruptcy Court for the Southern District of Texas, and the Honorable Christopher M. Lopez oversees the proceeding. Weil, Gotshal & Manges LLP is serving as the Company's legal counsel. AlixPartners, LLP is providing financial advisory services to the Company, and John Castellano of AlixPartners is serving as the Company's Chief Restructuring Officer. Lazard Freres & Co. LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc Capital Markets Inc. are providing investment banking services to the Company. McDermott Will & Emery is special corporate and regulatory counsel for the company. Kroll is the claims agent. STEWARD HEALTH: PCO Taps Greenberg Traurig as Legal Counsel ----------------------------------------------------------- Patient Care Ombudsman Susan Goodman of Steward Health Care System LLC and its affiliates, seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Greenberg Traurig, LLP as counsel. The firm's services include: (a) representing the Ombudsman in any proceeding or hearing in the Court, and in any action in other courts where the rights of the patients may be litigated or affected as a result of these Cases; (b) advising the Ombudsman concerning the requirements of the Bankruptcy Code and Bankruptcy Rules relating to the discharge of her duties under section 333 of the Bankruptcy Code; (c) advising and representing the Ombudsman in evaluating any patient or healthcare related issues, including, in connection with any sale or reorganization; and (d) performing such other legal services as may be required under the circumstances of these Cases in accordance with the Ombudsman’s powers and duties as set forth in the Bankruptcy Code, including assisting the Ombudsman with reports to the Court, fee applications or other matters. The firm will be paid at these rates: Shareholders/Of Counsel $475 to $1,995 per hour Associates $250 to $1,190 per hour Legal Assistants/Paralegals $140 to $800 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Nancy A. Peterman, Esq., a partner at Greenberg Traurig, LLP, 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. Pursuant to Part D.1 of the Revised UST Guidelines, Greenberg Traurig hereby provides the responses set forth below: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: Yes, Greenberg Traurig agreed to 15 percent discount for work performed by Greenberg Traurig on the bankruptcy cases. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and reasons for the difference? Response: Greenberg Traurig was not selected to represent the Ombudsman until after she was appointed by the United States Trustee on May 20, 2024, i.e., post-petition. Greenberg Traurig’s billing rates increased at the beginning of 2024 from its rates in 2023, but its rates have not increased following the Petition Date. Question: Has your client approved your respective budget and staffing plan, and, if so, for what budget period? Response: The Ombudsman and Greenberg Traurig expect to develop a prospective budget and staffing plan, recognizing that in the course of these Cases, there may be unforeseeable fees and expenses that will need to be addressed by the Ombudsman and Greenberg Traurig. The firm can be reached at: Nancy A. Peterman, Esq. Greenberg Traurig, LLP 77 West Wacker Drive, Suite 3100 Chicago, IL 60601 Tel: (312) 456-8400 Fax: (312) 456-8435 Email: PetermanN@gtlaw.com About Steward Health Care Steward Health Care System LLC owns and operates the largest private physician-owned for-profit healthcare network in the U.S. Headquartered in Dallas, Texas, Steward's operations include 31 hospitals in eight states, approximately 400 facility locations, 4,500 primary and specialty care physicians, 3,600 staffed beds, and nearly 30,000 employees. Steward Health Care provides care to more than two million patients annually. Steward and 166 affiliated debtors filed chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024, in the U.S. Bankruptcy Court for the Southern District of Texas, and the Honorable Christopher M. Lopez oversees the proceeding. Weil, Gotshal & Manges LLP is serving as the Company's legal counsel. AlixPartners, LLP is providing financial advisory services to the Company, and John Castellano of AlixPartners is serving as the Company's Chief Restructuring Officer. Lazard Freres & Co. LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc Capital Markets Inc. are providing investment banking services to the Company. McDermott Will & Emery is special corporate and regulatory counsel for the company. Kroll is the claims agent. STEWARD HEALTH: PCO Taps SAK Management as Operations Advisor ------------------------------------------------------------- Patient Care Ombudsman Susan Goodman of Steward Health Care System LLC and its affiliates, seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ SAK Management Services, LLC d/b/a SAK Healthcare as medical operations advisor. The firm's services include: (a) conducting interviews of patients, family members, guardians and hospital staff as required; (b) reviewing license and governmental permits; (c) reviewing adequacy of staffing, supplies and equipment; (d) reviewing safety standards; (e) reviewing hospital maintenance issues or reports; (f) reviewing patient, family, staff or employee complaints; (g) reviewing risk management reports; (h) reviewing litigation relating to the Debtors; (i) reviewing patient records; (j) reviewing any possible sale, closure or restructuring of the Debtors and how it impacts patients; (k) reviewing other information, as applicable to the Debtors and these Cases, including, without limitation, patient satisfaction survey results, regulatory reports, utilization review reports, discharged and transferred patient reports, staff recruitment plans and nurse/patient/acuity staffing plans; (l) reviewing various financial information, including, without limitation, current financial statements, cash projections, accounts receivable reports and accounts payable reports to the extent such information may impact patient care; and (m) assisting the Ombudsman with such other services as may be required under the circumstances of these Cases, including any diligence or investigation required for the reports to be submitted by the Ombudsman. The firm will be paid at these rates: Principals/Executives $500 Senior Managing Directors $450 Vice Presidents $450 Senior Directors $400 Staff/Administrative $250 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Suzanne Koenig, Founder & Chief Executive Officer at SAK Management Services, LLC d/b/a SAK Healthcare, 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: Suzanne Koenig SAK Management Services, LLC 300 Saunders Road, Suite 300 Riverwoods, IL 60015 Tel: (847) 446-8400 Fax: (847) 446-8432 Email: skoenig@sakmgmt.com About Steward Health Care Steward Health Care System LLC owns and operates the largest private physician-owned for-profit healthcare network in the U.S. Headquartered in Dallas, Texas, Steward's operations include 31 hospitals in eight states, approximately 400 facility locations, 4,500 primary and specialty care physicians, 3,600 staffed beds, and nearly 30,000 employees. Steward Health Care provides care to more than two million patients annually. Steward and 166 affiliated debtors filed chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024, in the U.S. Bankruptcy Court for the Southern District of Texas, and the Honorable Christopher M. Lopez oversees the proceeding. Weil, Gotshal & Manges LLP is serving as the Company's legal counsel. AlixPartners, LLP is providing financial advisory services to the Company, and John Castellano of AlixPartners is serving as the Company's Chief Restructuring Officer. Lazard Freres & Co. LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc Capital Markets Inc. are providing investment banking services to the Company. McDermott Will & Emery is special corporate and regulatory counsel for the company. Kroll is the claims agent. STITCH ACQUISITION: $370MM Bank Debt Trades at 70% Discount ----------------------------------------------------------- Participations in a syndicated loan under which Stitch Acquisition Corp is a borrower were trading in the secondary market around 30.0 cents-on-the-dollar during the week ended Friday, June 28, 2024, according to Bloomberg's Evaluated Pricing service data. The $370 million Term loan facility is scheduled to mature on August 1, 2028. About $359.8 million of the loan is withdrawn and outstanding. Stitch Acquisition Corp. operates as SVP Worldwide, an American private company that designs, manufactures, and distributes consumer sewing machines and accessories around the world under three brands: Singer, Husqvarna Viking, and Pfaff. In 2021, Platinum Equity Partners entered into a definitive agreement to acquire SVP Worldwide from Ares Management for $484 million. Stitch Acquisition Corp. was created to be the financial reporting entity of SVP Worldwide going forward. SUNMEADOWS LLC: Committee Taps Winthrop Golubow as Legal Counsel ---------------------------------------------------------------- The official committee of unsecured creditors of Sunmeadows, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Winthrop Golubow Hollander LLP as its general insolvency counsel. The firm will render these services: 1. provide to the Committee legal advice with respect to the Committee's duties, responsibilities and powers in the Debtor's bankruptcy case; 2. assist the Committee in investigating the acts, conduct, assets, liabilities and financial condition of the Debtor; 3. provide to the Committee legal advice with respect to the administration of the Debtor's case, the distribution of the Debtor's assets, the prosecution of claims against third parties, and any other matters relevant to the Debtor's case; 4. provide to the Committee legal advice and representation with respect to the disposition and allowance of claims asserted against the Debtor's estate; 5. provide to the Committee legal advice and representation with respect to the negotiation, confirmation and implementation of a Chapter 11 plan; and 6. provide to the Committee legal advice and representation in any legal proceeding, whether adversary or otherwise, involving the interests represented by the Committee, and the performance of such other legal services as may be required by the Committee in furtherance of the interests of general unsecured creditors in the Debtor's case. The firm’s current hourly rates are: Attorneys Marc J. Winthrop $895 Robert E. Opera $895 Sean A. O’Keefe, Of Counsel $895 Richard H. Golubow $795 Peter W. Lianides $795 Garrick A. Hollander $795 Legal Assistants Jeannie Martinez $295 Silvia Villegas $150 Peter W. Lianides, Esq., a partner at Winthrop Golubow Hollander, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Peter W. Lianides, Esq. Winthrop Golubow Hollander, LLP 1301 Dove Street, Suite 500 Newport Beach, CA 92660 Telephone: (949) 720-4100 Facsimile: (949) 720-4111 Email: plianides@wghlawyers.com About Sunmeadows LLC Sunmeadows, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11012) on April 22, 2024. In the petition signed by William Lo, manager, the Debtor disclosed $50 million to $100 million in assets and $10 million to $50 million in liabilities. The Debtor tapped Robert P. Goe, Esq., at Goe Forsythe & Hodges LLP as counsel and James Wong at Armory Consulting Co. as financial advisor. TADA VENTURES: Seeks to Hire Larry A. Vick as Bankruptcy Counsel ---------------------------------------------------------------- TADA Ventures, LLC, seeks approval from the United States Bankruptcy Court for the Southern District of Texas to employ Larry A. Vick, a licensed attorney in Texas, to serve as legal counsel in its Chapter 11 case. The professional's services include: a. analyzing the financial situation and rendering legal assistance to the Debtor; b. advising the Debtor with respect to its rights, duties, and powers in this case; c. representing the Debtor at all hearings and other proceedings; d. preparing schedules of assets and liabilities, statements of affairs, motions and other legal papers; e. representing the Debtor at any meeting of creditors; f. representing the Debtor in all proceedings before the court and in any other judicial or administrative proceeding where the rights of the Debtor may be litigated or otherwise affected; g. preparing and filing a disclosure statement and Chapter 11 plan of reorganization; h. assisting the Debtor in analyzing the claims of creditors and in negotiating with such creditors; i. assisting the Debtor in any matters related to the case; and j. prosecuting and defending the Debtor in litigation as attorney for the Debtor in Possession. Mr. Vick will be paid at hourly rates as follows: Attorneys $450 He will also be reimbursed for its out-of-pocket expenses. The professional received a retainer in the amount of $12,500. Larry Vick, Esq., a partner at the Law Offices of Larry A. Vick, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Larry A. Vick, Esq. LAW OFFICES OF LARRY A. VICK 13501 Katy Freeway, Suite 1460 Houston, TX 77079 Tel: (832) 413-3331 Fax: (832) 202-2821 Email: lv@larryvick.com About TADA Ventures TADA Ventures is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). TADA Ventures filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-32165) on May 7, 2024. In the petition signed by Zane Russell as managing member, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Eduardo V. Rodriguez presides over the case. Susan Tran Adams, Esq. at CORAL TRAN SINGH, LLP, represents the Debtor as counsel. TELESAT LLC: $1.91BB Bank Debt Trades at 53% Discount ----------------------------------------------------- Participations in a syndicated loan under which Telesat LLC is a borrower were trading in the secondary market around 47.3 cents-on-the-dollar during the week ended Friday, June 28, 2024, according to Bloomberg's Evaluated Pricing service data. The $1.9 billion Term loan facility is scheduled to mature on December 7, 2026. About $1.42 billion of the loan is withdrawn and outstanding. Telesat LLC operates as a satellite operator. The Company offers satellite delivered communications solutions to broadcast, telecom, corporate, and government customers, as well as provides technical consultancy services. Telesat serves clients worldwide. TERRABELLA STUDIOS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------ The U.S. Trustee for Region 20 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Terrabella Studios, LLC. About Terrabella Studios Terrabella Studios, LLC filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Kan. Case No. 24-40268) on May 1, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Dale L. Somers oversees the case. Jonathan A. Margolies, Esq., at Seigfreid Bingham, P.C. is the Debtor's legal counsel. TOSCA SERVICES: $626.5MM Bank Debt Trades at 16% Discount --------------------------------------------------------- Participations in a syndicated loan under which Tosca Services LLC is a borrower were trading in the secondary market around 84.3 cents-on-the-dollar during the week ended Friday, June 28, 2024, according to Bloomberg's Evaluated Pricing service data. The $626.5 million Term loan facility is scheduled to mature on August 18, 2027. About $606.6 million of the loan is withdrawn and outstanding. Tosca Services, LLC manufactures and supplies container solutions. The Company offers plastic containers to transport fruit and vegetable, egg, poultry, meat, and cheese products. Tosca Services serves growers, suppliers, food manufacturers, and retailers in North America. TRANSOCEAN LTD: Amends Articles to Reflect Share Capital Changes ---------------------------------------------------------------- Transocean Ltd. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 27, 2024, the Articles of Association of the Company (together with its subsidiaries) were amended to reflect changes in the Company's total issued share capital resulting from the issuance of 55,513,043 shares, US$0.10 par value, of the Company to a subsidiary of the Company at par value for a total consideration of US$5,551,304.30, which were subsequently delivered pursuant to the Purchase Agreement. The Company's Articles of Association now reflect a share capital of US$94,082,890.10 divided into 940,828,901 fully paid registered shares. The New Shares were issued pursuant to a share purchase agreement entered into by the Company and certain of its subsidiaries on June 28, 2024, with certain funds managed or advised by Hayfin Capital Management LLP or its affiliates for the acquisition by the Company of the outstanding equity interests in the joint venture company that owns the Transocean Norge. Pursuant to the Purchase Agreement, the Company agreed to issue to Hayfin, in exchange for all of Hayfin's equity interests in the Joint Venture, (i) the New Shares and (ii) USD 130 million in aggregate principal amount of 8.00% Senior Notes due 2027, which constitute "Additional Securities" under the Indenture dated as of Jan. 17, 2020, among Transocean Inc., a wholly owned subsidiary of the Company, each of the guarantor parties thereto and Computershare Trust Company, N.A. as successor trustee to Wells Fargo Bank, National Association. As a result of the consummation of the transactions contemplated by the Purchase Agreement, the Company owns all of the issued and outstanding equity interests in the Joint Venture. Pursuant to and in connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement for the New Shares on June 28, 2024, with Hayfin. About Transocean Transocean Ltd. is an international provider of offshore contract drilling services for oil and gas wells. The Company specializes in technically demanding sectors of the offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. As of Feb. 14, 2024, the Company owned or had partial ownership interests in and operated 37 mobile offshore drilling units, consisting of 28 ultra-deepwater floaters and nine harsh environment floaters. Additionally, as of Feb. 14, 2024, the Company was constructing one ultra-deepwater drillship. Transocean reported a net loss of $954 million in 2023, a net loss of $621 million in 2022, and a net loss of $591 million in 2021. * * * As reported by the TCR on Sept. 28, 2023, S&P Global Ratings raised its issuer credit rating on offshore drilling contractor Transocean Ltd. to 'CCC+' from 'CCC'. S&P said, "The upgrade reflects improved rig demand, higher day rates, and our view that there is reduced near-term risk of a distressed debt exchange or balance sheet restructuring." TRANSOCEAN LTD: Registers 22.5M Shares for Issuance Under 2015 LTIP ------------------------------------------------------------------- Transocean Ltd. filed a Form S-8 registration statement with the Securities and Exchange Commission to register an additional 22,500,000 registered shares pursuant to the Amended and Restated Transocean Ltd. 2015 Long-Term Incentive Plan (as amended). The Board of Directors of the Company recommended for approval and, on May 16, 2024, shareholders of the Company approved an amendment of the Plan that increased the number of shares authorized for issuance under the Plan from 115,861,451 to 138,361,451 shares. A full-text copy of the prospectus is available for free at: https://www.sec.gov/Archives/edgar/data/1451505/000145150524000091/tmb-20240628xs8.htm About Transocean Transocean Ltd. is an international provider of offshore contract drilling services for oil and gas wells. The Company specializes in technically demanding sectors of the offshore drilling business with a particular focus on ultra-deepwater and harsh environment drilling services. As of Feb. 14, 2024, the Company owned or had partial ownership interests in and operated 37 mobile offshore drilling units, consisting of 28 ultra-deepwater floaters and nine harsh environment floaters. Additionally, as of Feb. 14, 2024, the Company was constructing one ultra-deepwater drillship. Transocean reported a net loss of $954 million in 2023, a net loss of $621 million in 2022, and a net loss of $591 million in 2021. * * * As reported by the TCR on Sept. 28, 2023, S&P Global Ratings raised its issuer credit rating on offshore drilling contractor Transocean Ltd. to 'CCC+' from 'CCC'. S&P said, "The upgrade reflects improved rig demand, higher day rates, and our view that there is reduced near-term risk of a distressed debt exchange or balance sheet restructuring." TRC FARMS: Seeks to Hire Agriment Realty as Real Estate Broker -------------------------------------------------------------- TRC Farms, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Agriment Realty as real estate broker. The firm will assist the Debtor in selling certain tracks of real property and selected personal properties at a commission 4 percent of gross sales price. Agriment is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Ronnie G. Kennedy Agriment Realty 1265 NC 241 Pink Hill, NC 28572 Phone: (910) 289-0395 Fax: (252) 568-2750 Email: agrimentservices@yahoo.com rgkf4@yahoo.com About TRC Farms Inc. TRC Farms, Inc. is a privately held company, which operates in the livestock farming industry. TRC Farms filed Chapter 11 petition (Bankr. E.D.N.C. Case No. 20-00309) on Jan. 23, 2020, with $3,846,275 in assets and $5,412,282 in liabilities. Timmy R. Cox, president, signed the petition. Judge Joseph N. Callaway oversees the case. The Debtor tapped Ayers & Haidt, PA as its legal counsel and Carr Riggs & Ingram, LLC as its accountant. TRIPLE 7: Committee Taps Dentons Bingham Greenebaum as Counsel -------------------------------------------------------------- The official committee of unsecured creditors of Triple 7 Commodities Inc. filed an amended application seeking approval from the U.S. Bankruptcy Court for the Eastern District of Kentucky to employ Dentons Bingham Greenebaum LLP as counsel. The firm will render these services: a. advise the Committee with respect to its rights, duties and powers in this case; b. assist and advise the Committee in its consultations with the Debtor relating to the administration of the Chapter 11 case, as well as the related case of affiliate Mountainside Coal Company, Inc.; c. assist the Committee in analyzing the claims of the Debtor's creditors and the Debtor's capital structure and in negotiating with the holders of claims and, if appropriate, equity interests; d. assist the Committee's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor and other parties involved with the Debtor, and of the operation of the Debtor's business; e. assist the Committee in its analysis of, and negotiations with the Debtor or any other third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, financing transactions and the terms of a plan of reorganization or liquidation for the Debtor; f. assist and advise the Committee as to its communications, if any, to the general creditor body regarding significant matters in this case; g. represent the Committee at all hearings and other proceedings; h. review, analyze, and advise the Committee with respect to applications, orders, statements of operations and schedules filed with the Court; i. assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; and j. perform such other services as may be required and are deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code. The firm will be paid at these hourly rates: James R. Irving, Office Managing Partner $750 Christopher Van Bever, Partner $710 April A. Wimberg, Partner $595 Ashley A. Brown, Associate $350 David K. Boydstun, Associate $350 Samantha M. Hayes, Paralegal $270 James Irving, Esq., a partner at Dentons, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: James R. Irving, Esq. April A. Wimberg, Esq. Ashley A. Brown, Esq. DENTONS BINGHAM GREENEBAUM LLP 3500 PNC Tower 101 South Fifth Street Louisville, KY 40202 Telephone: (502) 587-3606 Email: james.irving@dentons.com april.wimberg@dentons.com ashley.brown@dentons.com About Triple 7 Commodities Inc. Triple 7 Commodities Inc. filed Chapter 11 petition (Bankr. M.D.N.C. Case No. 24-50162) on March 1, 2024, with $10 million to $50 million in both assets and liabilities. On April 19, 2024, the case was transferred to the U.S. Bankruptcy Court for the Eastern District of Kentucky (Bankr. E.D. Ky. Case No. 24-60341). Judge Gregory R. Schaaf oversees the case. The Debtor tapped Philip Sasser, Esq., at Sasser Law Firm and David Jorjani, Esq., at Jorjani Law Office as counsel. TROTTA TIRES II: Case Summary & 15 Unsecured Creditors ------------------------------------------------------ Debtor: Trotta Tires II, LLC 1919 NW 19th St. Fort Lauderdale, FL 33311 Business Description: Trotta Tires is a seller of tires serving South Florida since 1995. The Company has a wide selection of brands in its inventory including: Hankook, Windforce, Goodyear, Michelin, Continental, and BFGoodrich. Chapter 11 Petition Date: June 27, 2024 Court: United States Bankruptcy Court Southern District of Florida Case No.: 24-16441 Judge: Hon. Peter D Russin Debtor's Counsel: Philip J. Landau, Esq. LANDAU LAW, PLLC 3010 N. Military Trail Suite 318 Boca Raton FL 33431 Tel: 561-443-0808 Email: phil@landau.law Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jose M Soto, manager. A full-text copy of the petition containing, among other items, a list of the Debtor's 15 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CW6OIIQ/Trotta_Tires_II_LLC__flsbke-24-16441__0001.0.pdf?mcid=tGE4TAMA TY TRUCKING: Seeks to Tap Brian D. Johnson PC as Legal Counsel -------------------------------------------------------------- TY Trucking LLC seeks approval from the U.S. Bankruptcy Court for the District of Utah to hire Brian D. Johnson, Esq. of Brian D. Johnson, P.C., as its legal counsel. The firm will provide legal advice; represent in hearings, meetings, depositions and other required meetings; prepare schedules, statements and other appropriate legal documents; and perform other such legal services as are required pursuant to prosecution of the Chapter 11 proceeding. The firm will be paid a retainer in the amount of $7,500. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Brian D. Johnson, Esq., a partner at Brian D. Johnson, P.C., 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: Brian D. Johnson, Esq. Brian D. Johnson, P.C. 290 25th St. Suite 208 Ogden, UT 84401 Tel: (801) 394-2336 About TY Trucking TY Trucking LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 24-22996) on June 18, 2024, listing $100,001 to $500,000 in both assets and liabilities. Judge Peggy Hunt presides over the case. Brian D. Johnson, Esq. at Brian D. Johnson, P.C. represents the Debtor as counsel. VALCOUR PACKAGING: $160MM Bank Debt Trades at 51% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Valcour Packaging LLC is a borrower were trading in the secondary market around 49.5 cents-on-the-dollar during the week ended Friday, June 28, 2024, according to Bloomberg's Evaluated Pricing service data. The $160 million Term loan facility is scheduled to mature on September 28, 2029. The amount is fully drawn and outstanding. Valcour Packaging LLC, doing business as Mold-Rite Plastics, provides high-quality plastic packaging components. VAPOTHERM INC: Perceptive Advisors, 3 Others Disclose 32.4% Stake ----------------------------------------------------------------- Perceptive Advisors LLC disclosed in a Schedule 13D Report filed with the U.S. Securities and Exchange Commission that as of June 17, 2024, the firm and its affiliated entities -- Joseph Edelman, the managing member of Perceptive, Veronica Intermediate Holdings, LLC, and Veronica Holdings, LLC -- beneficially owned 2,012,999 shares of Vapotherm, Inc.'s common stock, representing 32.4% of the shares outstanding. As previously disclosed, on June 17, 2024, Vapotherm entered into an Agreement and Plan of Merger, dated as of June 17, among Veronica, Veronica Intermediate, and Veronica Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Veronica Intermediate. The Merger Agreement provides that, upon the terms and subject to the conditions therein, Merger Sub will be merged with and into Vapotherm. As a result of the Merger, the separate corporate existence of Merger Sub will cease, and Vapotherm will continue as the Surviving Corporation of the Merger and as a wholly owned subsidiary of Veronica Intermediate. As a result of the Merger, each issued and outstanding share of Common Stock immediately prior to the Effective Time of the Merger (other than (a) Shares held by a holder who is entitled to demand and properly exercises and perfects its respective demand for appraisal of such Shares in accordance with Section 262 of the General Corporation Law of the State of Delaware, (b) Shares held in the treasury of Vapotherm or owned by Vapotherm or any wholly owned subsidiary of Vapotherm, (c) Shares owned by Veronica, Veronica Intermediate, Merger Sub or any of their respective wholly owned subsidiaries, and (d) Shares subject to rollover agreements entered into by a holder of Common Stock and Veronica in respect of such holders' investment in Veronica (clauses (a) through (d), collectively, the "Excluded Shares"), will automatically be cancelled and converted into the right to receive $2.18 in cash (the "Per Share Merger Consideration"), without interest thereon and subject to applicable withholding. Pursuant to the Merger Agreement, as of the Effective Time, except as otherwise agreed to between Veronica Intermediate, Vapotherm and a holder of an award, (A) each RSU Award restricted stock unit (each, a "RSU Award") that is outstanding, whether or not vested, immediately prior to the Effective Time will be cancelled and in exchange therefor the holder will be entitled to receive an amount in cash, less applicable tax withholdings, equal to (i) the total number of Shares subject to the vested portion of such RSU Award immediately prior to the Effective Time multiplied by (ii) the Per Share Merger Consideration, (B) each performance stock unit (each, a "PSU Award") that is outstanding immediately prior to the Effective Time will be cancelled and in exchange therefor the holder will be entitled to receive an amount in cash, less applicable tax withholdings, equal to (i) the total number of Shares subject to the vested portion of such PSU Award immediately prior to the Effective Time (assuming target performance is achieved, or such higher level if required under the terms of such PSU Award), multiplied by (ii) the Per Share Merger Consideration, and (C) each option to purchase Shares (each, a "Stock Option" and collectively with the RSU Awards and PSU Awards, the "VAPO Equity Awards")) that is outstanding immediately prior to the Effective Time, whether or not vested, will be cancelled and in exchange therefor the holder will be entitled to receive an amount in cash, less applicable tax withholdings, equal to (i) the total number of Shares subject to the vested portion of such Stock Option immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of the Per Share Merger Consideration over the applicable exercise price per Share subject to such Stock Option. At the Effective Time, the directors of Merger Sub immediately prior to the Effective Time will be the initial directors of the Surviving Corporation, and the officers of Vapotherm immediately prior to the Effective Time will be the initial officers of the Surviving Corporation, in each case, until the earlier of his or her death, resignation or removal, or until his or her successor is duly elected and qualified. A full-text copy of Perceptive Advisors' SEC Report is available at https://tinyurl.com/35u2patm About Vapotherm Vapotherm, Inc. (OTCQX: VAPO) -- www.vapotherm.com -- is a publicly traded developer and manufacturer of advanced respiratory technology based in Exeter, New Hampshire, USA. The Company develops innovative, comfortable, non-invasive technologies for respiratory support of patients with chronic or acute breathing disorders. Over 4.4 million patients have been treated with the use of Vapotherm high velocity therapy systems. New York, New York-based Grant Thornton LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Feb. 22, 2024, citing that the Company incurred a net loss of $58.2 million and generated a cash flow deficit from operations of $24.3 million during the year ended Dec. 31, 2023, and as of that date, the Company had stockholders' deficit of $55.3 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. WELLPATH HOLDINGS: $500MM Bank Debt Trades at 36% Discount ---------------------------------------------------------- Participations in a syndicated loan under which Wellpath Holdings Inc is a borrower were trading in the secondary market around 64.3 cents-on-the-dollar during the week ended Friday, June 28, 2024, according to Bloomberg's Evaluated Pricing service data. The $500 million Term loan facility is scheduled to mature on October 1, 2025. The amount is fully drawn and outstanding. Wellpath Holdings, headquartered in Nashville, Tennessee, provides medical, dental, and behavioral health services to patients in local detention facilities, federal and state prisons and behavioral healthcare facilities. Wellpath is privately owned by H.I.G. Capital. WESCO AIRCRAFT: Plan Exclusivity Period Extended to September 23 ---------------------------------------------------------------- Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas extended Wesco Aircraft Holdings Inc. and its debtor-affiliates' exclusive periods to file a plan of reorganization and obtain acceptance thereof to September 23 and November 22, 2024, respectively. As shared by Troubled Company Reporter, the Debtors claim that the requested extension of the Exclusive Periods is necessary and appropriate to preserve the gains that Incora has made in its operations and to move toward implementation of the Plan that it has already proposed. The 2022 Financing Adversary Proceeding has lasted as long as it has due to the indisputable complexity of the substantive legal and factual issues, the procedural complications of numerous overlapping complaints and competing standing motions, and unavoidable delays during the course of trial. The Debtors assert that they are not seeking an extension to artificially delay the Chapter 11 Cases or to hold creditors hostage to an unreasonable plan proposal. Incora has used its time in bankruptcy efficiently to obtain financing, advance operational initiatives throughout a vast enterprise, and develop consensus with many creditor constituencies. The size and complexities of the Chapter 11 Cases are apparent, and Incora is now approaching a hearing on confirmation of a plan that has garnered broad support, so the requested extension will not harm any economic stakeholder. The Debtors further assert that the extension of exclusivity will permit Incora to continue to operate as responsible stewards of their enterprise. Incora is paying its bills as they come due and will continue to do so. Suppliers and customers can continue to do business with Incora throughout the extended Exclusive Periods, confident in Incora's ability to perform services, deliver goods, and pay bills. Counsel to the Debtors: Charles A. Beckham, Jr., Esq. Patrick L. Hughes, Esq. Kelli S. Norfleet, Esq. HAYNES AND BOONE, LLP 1221 McKinney Street, Suite 4000 Houston, TX 77010 Telephone: 1 (713) 745-2000 E-mail: Charles.Beckham@HaynesBoone.com Patrick.Hughes@HaynesBoone.com Kelli.Norfleet@HaynesBoone.com - and - Dennis F. Dunne, Esq. Samuel A. Khalil, Esq. Benjamin M. Schak, Esq. MILBANK LLP 55 Hudson Yards New York, NY 10001 Telephone: 1 (212) 530-5000 E-mail: DDunne@Milbank.com SKhalil@Milbank.com BSchak@Milbank.com About Incora Incora -- http://www.incora.com/-- is the trade name for the group of companies formed by Wesco Aircraft and Pattonair, a provider of comprehensive supply chain management services to the global aerospace and other industries. Beginning with a strong foundation in aerospace and defense, Incora also utilizes its supply chain expertise to serve industrial manufacturing, marine, pharmaceutical and beyond. Incora incorporates itself into customers' businesses, managing all aspects of supply chain from procurement and inventory management to logistics and on-site customer services. The company is headquartered in Fort Worth, Texas, with a global footprint that includes 68 locations in 17 countries and more than 3,800 employees. Wesco Aircraft Holdings, Inc., doing business as Incora, and 43 affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 23-90611) on June 1, 2023. Wesco Aircraft estimated assets and debt of $1 billion to $10 billion as of the bankruptcy filing. The Debtors tapped Milbank, LLP and Haynes and Boone, LLP as bankruptcy counsels; PJT Partners, Inc. as investment banker; Alvarez & Marsal North America, LLC as restructuring advisor; and Quinn Emanuel Urquhart & Sullivan, LLP as special litigation and conflicts counsel. Kurtzman Carson Consultants, LLC is the claims agent. The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped McDermott Will & Emery, LLP and Morrison Foerster, LLP as its counsel; Piper Sandler & Co. as investment banker; and Province, LLC as financial advisor. WHITE COLUMNS: Seeks to Hire H & H Realty as Real Estate Broker --------------------------------------------------------------- White Columns at Kingston, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ H & H Realty, LLC as its real estate broker. H & H Realty will identify potential purchasers for the Debtor's real estate property. H & H Realty, LLC has agreed to accept a commission in an amount equal to 2 percent of the gross sale price for the property and to pay a buyer's broker, if any, 2 percent of the gross sale price for the property. H & H Realty, LLC is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Mark A. Harris H & H Realty, LLC 700 Douthit Ferry Rd Suite 770 Cartersville, GA 30120 Phone: (770) 386-1400 About White Columns at Kingston, LLC White Columns is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). White Columns at Kingston, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-41933) on Dec. 29, 2023. The petition was signed by Thomas M. Linder, Jr as member. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. John Michael Levengood, Esq. at the LAW OFFICE OF J. MICHAEL LEVENGOOD, LLC, represents the Debtor as counsel. WW INTERNATIONAL: $945MM Bank Debt Trades at 58% Discount --------------------------------------------------------- Participations in a syndicated loan under which WW International Inc is a borrower were trading in the secondary market around 41.8 cents-on-the-dollar during the week ended Friday, June 28, 2024, according to Bloomberg's Evaluated Pricing service data. The $945 million Term loan facility is scheduled to mature on April 13, 2028. About $942.6 million of the loan is withdrawn and outstanding. WW International Inc., formerly weight watchers international Inc., is a global company headquartered in the US that offers weight loss. XTI AEROSPACE: Amends Business Combination Agreement ---------------------------------------------------- XTI Aerospace, Inc. disclosed in a Form 8-K filed with the Securities and Exchange Commission that on June 18, 2024, the Company, Damon Motors Inc., a British Columbia corporation, Grafiti Holding Inc., a British Columbia corporation ("Spinco"), and 1444842 B.C. Ltd., a British Columbia corporation ("Amalco Sub") entered into an Amendment to the Business Combination Agreement, which amends the Combination Agreement to, among other things, (i) grant Spinco certain consent rights under the Combination Agreement previously held by the Company, (ii) extend the date on which the Combination Agreement may be terminated from March 31, 2024 to Sept. 30, 2024, (iii) require Damon to, immediately prior to the closing of the Business Combination, issue to the Company such number of Damon common shares that will, upon exchange of Damon common shares for Spinco Common Shares pursuant to the Combination Agreement, have a value of $250,000 based on the initial listing price of Spinco Common Shares on Nasdaq, (iv) require Spinco to include the XTI Consent Fee Shares in its first resale registration statement filed under the Securities Act of 1933, as amended, after the Closing Date and (v) exclude certain items, including the XTI Consent Fee Shares, from the definitions of Spinco Fully Diluted Shares and Company Fully Diluted Shares in the Combination Agreement. The Company entered into a Business Combination Agreement, dated as of Oct. 23, 2023, with Damon, Grafiti, and Amalco Sub, pursuant to which it is proposed that Amalco Sub and Damon amalgamate under the laws of British Columbia, Canada, with the amalgamated company continuing as a wholly-owned subsidiary of Spinco, subject to the terms and conditions of the Combination Agreement. A full-text copy of the Amended Agreement is available for free at: https://www.sec.gov/Archives/edgar/data/1529113/000121390024055284/ea020839501ex2-1_xtiaero.htm Amendment to Bridge Note, Bridge Note Warrant and SPA As previously disclosed, on Oct. 26, 2023, the Company purchased from Damon in a private placement (i) a convertible note in an aggregate principal amount of $3.0 million and (ii) a five-year warrant to purchase 1,096,321 shares of Damon common stock for a purchase price of $3.0 million, pursuant to a securities purchase agreement. The full principal balance and interest on the Bridge Note will automatically convert into common shares of Damon upon the public listing of Damon or a successor issuer thereof on a national securities exchange based on a formula set forth in the Bridge Note. If the Business Combination is consummated, the Bridge Note will be converted into Spinco Common Shares and the Bridge Note Warrant will become exercisable for Spinco Common Shares. On June 18, 2024, the Company signed a letter agreement with Damon, pursuant to which the Company agreed to certain amendments to the Bridge Notes, the Bridge Note Warrant and the SPAs, which amendments are deemed effective on the date that Damon received the consent of a majority of note and warrant holders. In accordance with the terms of the Bridge Notes, the Bridge Note Warrants and the SPAs, Damon entered into substantially similar letter agreements with other Damon securityholders representing more than 50% of the aggregate principal amount of all then-outstanding Bridge Notes (which is the minimum amount required to amend the Bridge Notes) and at least 50.01% in interest of the Bridge Notes at the time of the amendments (which is the minimum amount required to amend the Bridge Note Warrants and the SPAs). Pursuant to the Letter Agreement and the other letter agreements Damon securityholders executed in connection with the Damon Private Placement Amendment, the Bridge Notes, the Bridge Note Warrants and the SPAs were amended to, among other things, (i) extend the maturity date of the Bridge Notes to Sept. 30, 2024, (ii) amend the definition of Permitted Indebtedness in the Bridge Notes to (x) increase the amount of indebtedness Damon is permitted to incur on or after the initial closing of the Damon Private Placement for working capital and equipment financing, (y) include the incurrence of any debt or the issuance of any debt securities, whether secured or unsecured or in priority to the obligations of the Bridge Notes or not, by Damon or its subsidiaries to Spinco or Streeterville Capital, LLC and their respective affiliates, and any guarantee by Damon or its subsidiaries in respect of any such debt and any guarantee by Damon of any debt incurred by Spinco to Streeterville Capital, LLC and its affiliates and (z) include accounts receivable factoring of Scientific Research and Experimental Development tax incentive receivables of Damon, (iii) amend the exercise price of the Bridge Note Warrants to $2.7364 (as adjusted thereunder), (iv) remove provisions from the Bridge Note Warrants that had entitled the holders thereof to liquidated damages and increases in the number of their warrant shares if the warrant shares were not covered by an effective registration statement within 180 days following the consummation of the Public Company Event, (v) remove full ratchet price protection provisions from the Bridge Note Warrants and (vi) waive the "most favored nation" right provided in Section 4.10 of each SPA in respect of any and all Grafiti Indebtedness. About XTI Aerospace XTI Aerospace (formerly Inpixon), is primarily an aircraft development and manufacturing company. The Company is developing a vertical takeoff and landing ("VTOL") aircraft that takes off and lands like a helicopter and cruises like a fixed-wing business aircraft. The Company believes its initial configuration, the TriFan 600, will be one of the first civilian fixed-wing VTOL aircraft that offers the speed and comfort of a business aircraft and the range and versatility of VTOL for a wide range of customer applications, including private aviation for business and high net worth individuals, emergency medical services, and commuter and regional air travel. Since 2013, the Company has been engaged primarily in developing the design and engineering concepts for the TriFan 600, building and testing a two-thirds scale unmanned version of the TriFan 600, generating pre-orders for the TriFan 600, and seeking funds from investors to enable the Company to build full-scale piloted prototypes of the TriFan 600, and to eventually engage in commercial development of the TriFan 600. New York-based Marcum LLP, the Company's auditor since 2012, issued a "going concern" qualification in its report dated April 16, 2024, 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. YZ ENTERPRISE: Seeks to Hire DeMarco & Associates as Accountant --------------------------------------------------------------- YZ Enterprise Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to employ DeMarco & Associates CPAs, LLC as its accountant. The firm will render these services: a. aid and assist in the completion of the monthly reports and accounting necessary to maintain the same; b. consult with and aid in the preparation and implementation of the financial reports and Exhibits to the plan of reorganization and the potential tax consequences to the Debtor as a result of these Chapter 11 proceedings; c. assist the Debtor in the review and establishment of the amount of the various claims against the Debtor, including the claims of governmental agencies arising from the prepetition operations of the Debtor; d. assist the Debtor in the preparation and timely filing of all tax returns due; e. aid the Debtor in all accounting matters relating to such bankruptcy proceedings; f. analyse accounts, journal entries and miscellaneous support; g. prepare budgets for the Debtor; and h. consult on bookkeeping matters. Demarco & Associates will be paid at these hourly rates: Leslie A. DeMarco $175 Other Accountants $125 Staff $75 Demarco & Associates will also be reimbursed for reasonable out-of-pocket expenses incurred. Leslie DeMarco, a partner of Demarco & Associates, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and it s estates. Demarco & Associates can be reached at: Leslie A. DeMarco DEMARCO & ASSOCIATES, LLC 533 Lafayette Avenue Hawthorne, NJ 07506 Tel: (973) 423-3177 About YZ Enterprise YZ Enterprise Inc., a food manufacturer specializing in bites, cookies, and toastees, sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-31033) on May 31, 2024. In the petition signed by Tamar Markham, chief executive officer, the Debtor disclosed $811,199 in total assets and $3,738,187 in total liabilities. Judge John P. Gustafson oversees the case. Eric R. Neuman, Esq., at Diller and Rice LLC represents the Debtor as legal counsel. [^] BOND PRICING: For the Week from June 24 to 28, 2024 ------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- 2U Inc TWOU 2.250 54.601 5/1/2025 99 Cents Only Stores LLC NDN 7.500 5.000 1/15/2026 99 Cents Only Stores LLC NDN 7.500 5.000 1/15/2026 99 Cents Only Stores LLC NDN 7.500 5.000 1/15/2026 Acorda Therapeutics Inc ACOR 6.000 56.603 12/1/2024 Allen Media LLC / Allen Media Co-Issuer Inc ALNMED 10.500 43.892 2/15/2028 Allen Media LLC / Allen Media Co-Issuer Inc ALNMED 10.500 45.397 2/15/2028 Allen Media LLC / Allen Media Co-Issuer Inc ALNMED 10.500 44.091 2/15/2028 Amyris Inc AMRS 1.500 1.423 11/15/2026 Anagram Holdings LLC/Anagram International Inc AIIAHL 10.000 0.750 8/15/2026 Anagram Holdings LLC/Anagram International Inc AIIAHL 10.000 0.750 8/15/2026 Anagram Holdings LLC/Anagram International Inc AIIAHL 10.000 0.750 8/15/2026 At Home Group Inc HOME 7.125 27.128 7/15/2029 At Home Group Inc HOME 7.125 27.128 7/15/2029 Audacy Capital Corp CBSR 6.750 3.875 3/31/2029 Audacy Capital Corp CBSR 6.500 3.875 5/1/2027 Audacy Capital Corp CBSR 6.750 3.375 3/31/2029 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Beasley Mezzanine Holdings LLC BBGI 8.625 60.699 2/1/2026 Beasley Mezzanine Holdings LLC BBGI 8.625 59.129 2/1/2026 Biora Therapeutics Inc BIOR 7.250 58.375 12/1/2025 CommScope Inc COMM 8.250 47.234 3/1/2027 CommScope Inc COMM 8.250 47.791 3/1/2027 CommScope Technologies LLC COMM 5.000 41.704 3/15/2027 CommScope Technologies LLC COMM 5.000 41.528 3/15/2027 CorEnergy Infrastructure Trust Inc CORR 5.875 70.500 8/15/2025 Curo Group Holdings Corp CURO 7.500 23.000 8/1/2028 Curo Group Holdings Corp CURO 7.500 4.000 8/1/2028 Curo Group Holdings Corp CURO 7.500 4.750 8/1/2028 Cutera Inc CUTR 2.250 20.250 6/1/2028 Cutera Inc CUTR 2.250 32.685 3/15/2026 Cutera Inc CUTR 4.000 17.608 6/1/2029 Danimer Scientific Inc DNMR 3.250 17.000 12/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.150 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 6.625 2.050 8/15/2027 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.500 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.133 8/15/2026 Diamond Sports Group LLC / Diamond Sports Finance Co DSPORT 5.375 2.133 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 2.300 8/15/2026 Embarq Corp EMBARQ 7.995 12.941 6/1/2036 Energy Conversion Devices ENER 3.000 0.762 6/15/2013 Enviva Partners LP / Enviva Partners Finance Corp EVA 6.500 42.595 1/15/2026 Enviva Partners LP / Enviva Partners Finance Corp EVA 6.500 42.595 1/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 29.000 7/15/2026 Exela Intermediate LLC / Exela Finance Inc EXLINT 11.500 22.141 7/15/2026 Federal Farm Credit Banks Funding Corp FFCB 2.960 99.900 7/2/2024 Federal Farm Credit Banks Funding Corp FFCB 2.500 99.889 7/2/2024 Federal Home Loan Banks FHLB 4.000 87.141 9/23/2024 Federal Home Loan Banks FHLB 4.700 63.194 9/30/2024 Federal Home Loan Banks FHLB 3.320 99.378 7/3/2024 Federal Home Loan Banks FHLB 0.400 86.389 9/23/2024 First Republic Bank/CA FRCB 4.375 4.280 8/1/2046 First Republic Bank/CA FRCB 4.625 3.893 2/13/2047 Fisker Inc FSRN 2.500 0.010 9/15/2026 GNC Holdings Inc GNC 1.500 0.833 8/15/2020 German American Bancorp Inc GABC 4.500 91.723 6/30/2029 German American Bancorp Inc GABC 4.500 91.723 6/30/2029 German American Bancorp Inc GABC 4.500 91.723 6/30/2029 Goodman Networks Inc GOODNT 8.000 5.000 5/11/2022 Goodman Networks Inc GOODNT 8.000 1.000 5/31/2022 H-Food Holdings LLC / Hearthside Finance Co Inc HEFOSO 8.500 8.017 6/1/2026 H-Food Holdings LLC / Hearthside Finance Co Inc HEFOSO 8.500 8.531 6/1/2026 Hallmark Financial Services Inc HALL 6.250 15.445 8/15/2029 Homer City Generation LP HOMCTY 8.734 38.750 10/1/2026 Hughes Satellite Systems SATS 6.625 46.397 8/1/2026 Hughes Satellite Systems SATS 6.625 45.115 8/1/2026 Hughes Satellite Systems SATS 6.625 45.115 8/1/2026 Huntington National Bank/The HBAN 4.125 97.250 7/2/2029 INNOVATE Corp VATE 7.500 34.250 8/1/2026 Inseego Corp INSG 3.250 46.000 5/1/2025 Invacare Corp IVC 4.250 1.002 3/15/2026 Invitae Corp NVTA 2.000 87.500 9/1/2024 JPMorgan Chase Bank NA JPM 2.000 87.307 9/10/2031 JPMorgan Chase Bank NA JPM 5.700 99.322 12/6/2024 Johnson Controls Inc JCI 3.625 99.926 7/2/2024 Karyopharm Therapeutics Inc KPTI 3.000 64.741 10/15/2025 Kerr-McGee Corp APC 6.950 99.854 7/1/2024 Ligado Networks LLC NEWLSQ 15.500 15.000 11/1/2023 Ligado Networks LLC NEWLSQ 17.500 3.000 5/1/2024 Ligado Networks LLC NEWLSQ 15.500 14.625 11/1/2023 Lightning eMotors Inc ZEVY 7.500 1.229 5/15/2024 Lumen Technologies Inc LUMN 6.875 40.908 1/15/2028 Lumen Technologies Inc LUMN 4.500 28.263 1/15/2029 Lumen Technologies Inc LUMN 4.500 28.368 1/15/2029 Luminar Technologies Inc LAZR 1.250 40.000 12/15/2026 MBIA Insurance Corp MBI 16.850 2.907 1/15/2033 MBIA Insurance Corp MBI 16.850 2.907 1/15/2033 Macy's Retail Holdings LLC M 6.700 84.137 7/15/2034 Macy's Retail Holdings LLC M 6.900 89.902 1/15/2032 Mashantucket Western Pequot Tribe MASHTU 7.350 50.000 7/1/2026 Millennium Escrow Corp CFIELD 6.625 51.521 8/1/2026 Millennium Escrow Corp CFIELD 6.625 51.861 8/1/2026 Morgan Stanley MS 1.800 75.775 8/27/2036 NanoString Technologies Inc NSTG 2.625 74.423 3/1/2025 Office Properties Income Trust OPI 4.500 79.644 2/1/2025 Photo Holdings Merger Sub SFLY 8.500 47.500 10/1/2026 Photo Holdings Merger Sub SFLY 8.500 47.500 10/1/2026 Polar US Borrower LLC / Schenectady International Group Inc SIGRP 6.750 27.994 5/15/2026 Polar US Borrower LLC / Schenectady International Group Inc SIGRP 6.750 27.994 5/15/2026 Qwest Capital Funding Inc QWECOM 6.875 35.015 7/15/2028 Rackspace Technology Global Inc RAX 5.375 27.035 12/1/2028 Rackspace Technology Global Inc RAX 3.500 29.462 2/15/2028 Rackspace Technology Global Inc RAX 3.500 29.462 2/15/2028 Rackspace Technology Global Inc RAX 5.375 26.725 12/1/2028 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Rite Aid Corp RAD 8.000 44.000 11/15/2026 Rite Aid Corp RAD 7.500 41.500 7/1/2025 Rite Aid Corp RAD 7.700 2.625 2/15/2027 Rite Aid Corp RAD 8.000 42.092 11/15/2026 Rite Aid Corp RAD 7.500 41.904 7/1/2025 Rite Aid Corp RAD 6.875 3.749 12/15/2028 Rite Aid Corp RAD 6.875 3.749 12/15/2028 RumbleON Inc RMBL 6.750 64.301 1/1/2025 SVB Financial Group SIVB 3.500 60.250 1/29/2025 Sandy Spring Bancorp Inc SASR 4.250 85.000 11/15/2029 Shift Technologies Inc SFT 4.750 0.380 5/15/2026 Spanish Broadcasting System Inc SBSAA 9.750 58.566 3/1/2026 Spanish Broadcasting System Inc SBSAA 9.750 57.530 3/1/2026 Spirit Airlines Inc SAVE 1.000 49.750 5/15/2026 Spirit Airlines Inc SAVE 4.750 73.000 5/15/2025 TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 Tricida Inc TCDA 3.500 9.000 5/15/2027 Veritone Inc VERI 1.750 36.750 11/15/2026 Virgin Galactic Holdings SPCE 2.500 31.883 2/1/2027 Voyager Aviation Holdings VAHLLC 8.500 15.626 5/9/2026 Voyager Aviation Holdings VAHLLC 8.500 15.626 5/9/2026 Voyager Aviation Holdings VAHLLC 8.500 15.626 5/9/2026 WeWork Cos US LLC WEWORK 12.000 1.177 8/15/2027 Wells Fargo & Co WFC 3.498 95.894 7/30/2024 Wesco Aircraft Holdings WAIR 9.000 26.552 11/15/2026 Wesco Aircraft Holdings WAIR 8.500 28.000 11/15/2024 Wesco Aircraft Holdings WAIR 13.125 2.095 11/15/2027 Wesco Aircraft Holdings WAIR 9.000 26.552 11/15/2026 Wesco Aircraft Holdings WAIR 13.125 2.095 11/15/2027 Wheel Pros Inc WHLPRO 6.500 18.047 5/15/2029 Wheel Pros Inc WHLPRO 6.500 18.047 5/15/2029 fuboTV Inc FUBO 3.250 59.875 2/15/2026 iHeartCommunications Inc IHRT 8.375 36.449 5/1/2027 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2024. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***