/raid1/www/Hosts/bankrupt/TCR_Public/240830.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, August 30, 2024, Vol. 28, No. 242
Headlines
100 CHARLOTTE: Claims to be Paid from Rental Income
1416 EASTERN AVE: Trustee Taps Noble Realty as Property Manager
1847 HOLDINGS: Posts $4.9 Million Net Loss in Fiscal Q2
2201 STREET RD: Hits Chapter 11 Bankruptcy Protection
2U INC: Seeks to Hire AlixPartners LLP as Financial Advisor
2U INC: Seeks to Hire Epiq Corporate as Administrative Advisor
2U INC: Seeks to Hire KPMG LLP to Provide Audit Services
2U INC: Seeks to Hire Latham & Watkins as Bankruptcy Counsel
2U INC: Seeks to Hire Moelis & Company as Investment Banker
2U INC: Taps Katten Muchin as Counsel to an Independent Director
2U INC: Taps PwC US Tax LLP as Tax Consulting Services Provider
420 EASTERN PARKWAY: Seeks Chapter 11 Protection
59 NORTH 6TH STREET: Fine-Tunes Plan Documents
AC DESIGN PROPERTY: Seeks Chapter 11 Bankruptcy Protection
ADVANCED URGENT CARE: Seeks Chapter 11 Bankruptcy
AGILE THERAPEUTICS: Completely Acquired by Insud Pharma
ALPINE 4: Director Christophe Jeunot Holds Class A and C Shares
AMERICAN FEDERATED: A.M. Best Affirms B(Fair) FS Rating
AMERICAN RESOURCES: Reports Net Loss of $6.6 Million in Fiscal Q2
AMERIFIRST FINANCIAL: Seeks to Extend Plan Exclusivity to Nov. 18
ARCH THERAPEUTICS: Raises $120,000 in 6th Convertible Notes Closing
ARENA GROUP: Reports Net Loss of $8.2 Million in Fiscal Q2
ASM GLOBAL: S&P Withdraws 'B' ICR Following Acquisition by Legends
ASPIRA WOMEN'S: Registers 1MM More Shares Under 2019 Incentive Plan
ASSETTA ENTERPRISES: Hires Beagan Law Office as Special Counsel
AVALON GLOBOCARE: Posts $2.1 Million Net Loss in Fiscal Q2
AVON PRODUCTS: Gets Court Nod to Tap Part of $43M DIP Loan
AVON PRODUCTS: U.S. Trustee Appoints Creditors' Committee
BC TREE FRUITS: Liquidity Crisis Cues CCAA Filing; A&M as Monitor
BERGMAN DEVELOPMENT: Seeks to Tap Gravis Law as Bankruptcy Counsel
BEYOND AIR: Registers 1.7MM Shares for Possible Resale
BIOLINERX LTD: To Hold Annual Shareholders' Meeting on Oct. 1
BLUM HOLDINGS: $24.8M Blum Santa Ana Sale Fuels Q2 Net Income
BURGERFI INTL: Secures $2.5MM Advance Under New Credit Agreement
BURGERFI INTL: Three Board Members Resign; New Director, CRO Named
BURGESS BIOPOWER: Seeks to Extend Plan Exclusivity to December 9
C-BOND SYSTEMS: Posts $263,925 Net Loss in Fiscal Q2
CALICO LLC: Taps White-Spunner Realty as Real Estate Broker
CALIFORNIA QSR: Unsecureds Will Get 3% of Claims over 60 Months
CAN B CORP: Posts $2.03 Million Net Loss in Fiscal Q2
CBDMD INC: Settles Former Office Lease, Anticipates $550,000 Gain
CELEBRATION COTTAGE: Taps Oliver & Cheek as Bankruptcy Counsel
CENTER FOR ALLERGIC: Amends Unsecured Claims Pay Details
CG HILLSBORO: Secured Party Sets Oct. 15 Auction
CHARLIE'S HOLDINGS: Posts $967,000 Net Loss in Fiscal Q2
CHICAGO WHIRLY: Hires Foley & Lardner as Bankruptcy Counsel
CLEARSIGN TECHNOLOGIES: Incurs $1.87M Net Loss in Second Quarter
COAT CHECK: Case Summary & 20 Largest Unsecured Creditors
COHEN REALTY: Fortress to Hold 2 Auctions on Nov. 8
COSMOS HEALTH: Posts $1.87 Million Net Loss in Q1 2024
COVE CASTLES DEVELOPMENT: Commences Subchapter V Bankruptcy Process
CREATIVE REALITIES: Board OKs Hike in 2023 Plan Reserve Shares
CRYPTO CO: Reports $885,228 Net Loss in Fiscal Q2
CUENTAS INC: InComm Waives Unpaid $475K Monthly Fees
CYANOTECH CORP: Michael Davis Holds 20.7% Stake
CYTTA CORP: Posts $1.45 Million Net Loss in Fiscal Q3
DAI US HOLDCO INC: Seeks Chapter 11 Bankruptcy Protection
DESERT HAWK: Unsecured Creditors to be Paid in Full in Plan
DIOCESE OF ALBANY: Taps Becket Fund as Appellate Counsel
DIOCESE OF ALBANY: Taps Jones Day as Special Appellate Counsel
DIRECT LENDING: Receiver Reaches Settlement With Deloitte & Kroll
DJK ENTERPRISES: Files for Chapter 11 Bankruptcy
DMK PHARMACEUTICALS: Court Penalizes Defunct Unit for $10.2 Million
DREAM FINDERS: Moody's Ups CFR & Sr. Unsecured Notes Rating to B1
E&J PROPERTIES: Seeks to Tap Bush Law Firm as Bankruptcy Counsel
ECN CAPITAL: DBRS Confirms BB(high) LongTerm Issuer Rating
ENGLOBAL CORP: Nasdaq Grants Listing Extension Until November 26
ENVIVA INC: Plan Exclusivity Period Extended to Nov. 7
ENVIVA INC: Vinsons Gets Go Signal to Become Special Counsel
EPHPHATHA HOUSE: Case Summary & Two Unsecured Creditors
ESSEX PARK: Unsecureds to Split $13.5K over 3 Years
EVOFEM BIOSCIENCES: Moves Aditxt Merger Funding Date to Sept. 6
FAT BRANDS: Continues to Defend Kates Class Suit in California
FEEDEX COMPANIES: U.S. Trustee Appoints Creditors' Committee
FIREFLY NEUROSCIENCE: Appoints David Johnson as Executive Chairman
FIREFLY NEUROSCIENCE: Posts $389,697 Net Loss in Fiscal Q2
FLUENT INC: Incurs $11.63 Million Net Loss in Second Quarter
FLUENT INC: Posts $11.6 Million Net Loss in Fiscal Q2
FREEDOM CANNABIS: Alberta Court Issues Initial Order Under CCAA
FULCRUM LOAN: Seeks to Extend Plan Exclusivity to Feb. 6, 2025
FULL CIRCLE LAWN CARE: Begins Subchapter V Bankruptcy Process
FYM LLC: Starts Subchapter V Bankruptcy Proceeding
GENERAL ENTERPRISE: Widens Net Loss to $907,404 in Fiscal Q2
GIRARDI & KEESE: USC Neurologist Tells Jury That Tom Has Dementia
GLOBAL SUPPLIES: Seeks to Tap Mark Schlache as Special Counsel
GOLDEN ACRES HOME: Seeks Chapter 11 Bankruptcy Protection
GRESHAM WORLDWIDE: Delays 10-Q Filing Amid Litigation, Bankruptcy
GROM SOCIAL: Delays Filing of Q2 2024 Report
GUARDIAN ELDER: Hearing to Approve Bid Rules Set for Sept. 5
GUNNISON VALLEY: Case Summary & Six Largest Unsecured Creditors
HAWAIIAN HOLDINGS: Awaits DOT Approval as Alaska Merger Review Ends
HEAVENLY SCENT: Begins Subchapter V Bankruptcy Process
HEAVENLY SCENT: Seeks to Tap Ayers & Haidt as Bankruptcy Counsel
HERITAGE COLLEGIATE: Taps Conlin McKenney as Corporate Counsel
HERITAGE COLLEGIATE: Taps Schafer and Weiner as Bankruptcy Counsel
HOTOPP PROPERTIES: Unsecureds Will Get 100% over 36 Months
IDENTITY AESTHETIC: Kicks Off Subchapter V Bankruptcy Process
ILUSTRATO PICTURES: Engages Bush and Associates CPA as New Auditor
JACKSON-STRONG ALLIANCE: Taps Development Specialists as CRO
JACKSON-STRONG ALLIANCE: Taps Fox Rothschild as Bankruptcy Counsel
JGA DEVELOPMENT: Seeks to Sell Montclair Property for $1.5-Mil.
JKJC ENTERPRISE: Unsecureds to Split $40,500 over 3 Years
JOHAL BROTHERS: Case Summary & 20 Largest Unsecured Creditors
KENNISON STRATEGIC: Files for Chapter 11 Bankruptcy
LA DELTA FARMS OIL: Commences Subchapter V Case
LIVINGSTON TOWNSHIP: Creditors to Get Proceeds From Liquidation
LLT MANAGEMENT: 2 Talc Miners Defend $505M Deal With J&J
MARQUEZ CONSTRUCTION: Case Summary & Five Unsecured Creditors
MAWSON INFRASTRUCTURE: Expands to Ohio to Bolster AI/HPC Growth
MAWSON INFRASTRUCTURE: Narrows Net Loss to $9.6MM in Fiscal Q2
MERCURITY FINTECH: Rong Gan Holds 7.6% Stake, Surrenders Warrants
MIDWEST CHRISTIAN: Committee Taps Sandberg Phoenix as Local Counsel
MOUNTAIN LIFE: A.M. Best Places B(Fair) FS Rating Under Review
MPH ACQUISITION: Moody's Cuts CFR to Caa1 & Alters Outlook to Neg.
MYCOTOPIA THERAPIES: Posts $470,675 Net Loss in Fiscal Q2
NANO MAGIC: Posts $824,665 Net Loss in Fiscal Q2
NETCAPITAL INC: Regains Compliance With Nasdaq Listing Rule
NEW PHILADELPHIA BAPTIST: Files for Chapter 11 Bankruptcy
NEW YORK SCHOOLS: A.M. Best Cuts FS Rating to C++(Marginal)
NORDICUS PARTNERS: Reports $258,169 Net Loss in Q1 2024
NOVALENT LTD: Hires Waldrep Wall Babcock as Bankruptcy Counsel
NOVALENT LTD: Taps NAI Piedmont Triad as Real Estate Broker
OCEAN POWER: Four New Reseller Agreements to Drive Revenue Growth
OLYMPIA INVESTMENTS: Seeks to Extend Plan Exclusivity to Nov. 3
OLYMPIA INVESTMENTS: Taps Lobel Cooper & Associates as Accountant
ONE FAT FROG: Trustee Seeks to Tap Budgen Law as Legal Counsel
ONEMETA INC: Signs Genesys AppFoundery ISV Partner Agreement
OPGEN INC: Incurs $1.58 Million Net Loss in Second Quarter
OPTIV INC: S&P Lowers ICR to 'CCC+' on Weak Interest Coverage
ORCHARD PARK: U.S. Trustee Unable to Appoint Committee
PARKCLIFFE DEVELOPMENT: Hires Signature Associates as Broker
PATRIOT LINEN: Files Amendment to Disclosure Statement
PECF USS: S&P Downgrades ICR to 'D' on Distressed Debt Exchange
PEGTON BUILDING: Seeks Chapter 11 Bankruptcy Protection
PINEAPPLE ENERGY: Reports $6.9 Million Net Loss in Fiscal Q2
PINNACLE FOODS: Hires Fox Rothschild as Special Franchise Counsel
PROVIDENT GROUP: Moody's Cuts Rating on Senior Secured Debt to 'Ca'
QUANTUM CORP: All Proposals Approved at Annual Meeting
QUANTUM CORP: Pacific Investment Management Discloses 21.76% Stake
QURATE RETAIL: Declares Quarterly Dividend on 8% Series A Stock
RE/MAX HOLDINGS: Moody's Assigns 'B1' CFR, Outlook Negative
REMARK HOLDINGS: Mudrick Capital, 11 Others Report 9.99% Stake
SAMSARA LUGGAGE: Hires Bush and Associates CPA as New Auditor
SILVER LAKE: Fine-Tunes Plan Documents
SKILLZ INC: Casey Chafkin Quits as Chief Strategy Officer
SMITHFIELD FOODS: Moody's Affirms 'Ba1' CFR, Outlook Stable
SONOMA PHARMACEUTICALS: Inks 5-Year Distribution Deal With Medline
STEWARD HEALTH CARE: Gets Court Okay to Sell Managed-Care Biz
SUNMEADOWS LLC: Seeks to Extend Plan Exclusivity to November 18
SUNSTOCK INC: Posts $261K Net Income in Second Quarter
SUSTAITA PROPERTIES: Property Sale Proceeds to Fund Plan
TERRA MANAGEMENT: Trustee Taps Keen-Summit and Colliers as Brokers
TERRAFORM LABS: Seeks to Hire CAVU Securities as Investment Banker
TEXAS CORE: Seeks Court Nod to Sell Kilgore Property for $750,000
THERMOGENESIS: Delays 10-Q Filing Due to Financial Personnel Change
THRIVIFY LLC: Court Says Trustee Can Reject Settlement Term Sheet
TITAN ENVIRONMENTAL: Narrows Net Loss to $2.35MM in Fiscal Q2
TYCO GROUP: Unsecureds to Recover 3% in Liquidating Plan
VIDEO RIVER: Posts $21,139 Net Loss in Fiscal Q2
WESTERN REGIONAL: Seeks to Hire TRG Realty as Real Estate Broker
WORKHORSE GROUP: Posts $26.3 Million Net Loss in Fiscal Q2
YELLOW CORP: Seeks to Hire CBRE Inc as Real Estate Broker
[^] BOOK REVIEW: The Luckiest Guy in the World
*********
100 CHARLOTTE: Claims to be Paid from Rental Income
---------------------------------------------------
100 Charlotte, LLC filed with the U.S. Bankruptcy Court for the
Middle District of Florida a Disclosure Statement regarding Plan of
Reorganization dated August 5, 2024.
The Debtor is a corporation located in Volusia County, FL. The
Debtor owns and operates the real estate located at 100 Charlotte
Ave, New Smyrna Beach, FL. The Debtor's primary business consists
of renting the units of the residential real property in the New
Smyrna Beach, Florida area.
This Plan of Reorganization proposes to pay creditors of the Debtor
from future income of the Debtor derived from recurring rental
income of the Debtor.
This Plan provides for 3 classes of secured claims, 1 Class of
Priority Claims and 1 class of unsecured claims. General unsecured
creditors holding allowed claims will receive distributions, which
the proponent of this Plan has valued at approximately 100 cent(s)
on the dollar (no known unsecured claims at this time).
This Plan also provides for the payment of administrative and
priority claims either upon the effective date of the Plan or as
allowed under the Bankruptcy Code.
Class 5 consists of All General Unsecured Claims, including any
wholly unsecured second mortgage claims. No known claims at this
time. To the extent any unsecured claim exists - $0.00 per month
(paid quarterly) for months 1- 60 for 100% repayment of unsecured
claims currently filed in this case. This Class is impaired.
Class 6 consists of Roberto Martins as 100% equity holder who shall
retain share interest. No payments until all prior classes paid in
full.
A full-text copy of the Disclosure Statement dated August 5, 2024
is available at https://urlcurt.com/u?l=wnUX94 from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Bryan K. Mickler, Esq.
Law Offices of Mickler & Mickler, LLP
5452 Arlington Expressway
Jacksonville, FL 3211
Tel: (904) 725-0822
Fax: (904) 725-0855
Email: bkmickler@planlaw.com
About 100 Charlotte LLC
100 Charlotte, LLC is the owner of real property located at 100
Charlotte Ave, New Smyrna Beach, FL 32168 valued at $1.24 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02514) on May 20,
2024. In the petition signed by Roberto Martins, Sr., manager, the
Debtor disclosed $1,244,508 in assets and $387,326 in liabilities.
Judge Tiffany P. Geyer oversees the case.
Bryan K. Mickler, Esq., at LAW OFFICES OF MICKLER & MICKLER, LLP,
is the Debtor's legal counsel.
1416 EASTERN AVE: Trustee Taps Noble Realty as Property Manager
---------------------------------------------------------------
Marc E. Albert, Chapter 11 Trustee of 1416 Eastern Ave NE LLC and
its affiliates, seeks approval from the U.S. Bankruptcy Court for
the District of Columbia to employ Noble Realty Advisors, LLC as
property management company.
The professional services that Noble is to render to the estates
include, but are not limited to, collecting rent for the
Properties, maintaining and making minor repairs to the Properties,
responding to tenant inquiries, advertising if there are vacancies,
paying expenses and rendering monthly financial statements to the
Trustee.
Compensation for Noble is a flat fee per month for each of the
Properties as follows:
-- 1416 Eastern Avenue Northeast, -- $1,000/mo. (6 Units)
Washington, DC
-- 945 Longfellow Street Northwest, -- $2,500/mo. (15 Units)
Washington, DC
-- 2501 Naylor Road Southeast, -- $1,333/mo. (8 Units)
Washington, DC
-- 4301-4313 Wheeler Road Southeast, -- $9,800/mo. (49 Units)
Washington, DC
-- 4263-67 6th Street Southeast, -- $1,000/mo. (6 Units)
Washington, DC
-- 4935 Nannie Helen Burroughs Avenue -- $1,000/mo. (6 Units)
Northeast, Washington, DC
-- 3968 Martin Luther King -- $1,000/mo. (6 Units)
Junior Avenue Southwest,
Washington, DC
-- 4010 9th Street Southeast, -- $2,333/mo. (14 Units)
Washington, DC
-- 2440 S Street Southeast, -- $2,333/mo. (14 Units)
Washington, DC
-- 4400 Hunt Place Northeast, -- $2,500/mo. (15 Units)
Washington, DC
As disclosed in the court filings, Noble represents no interest
adverse to the Debtors, the Trustee, or the estates in the matters
upon which it is to be engaged, and is a disinterested person.
The firm can be reached through:
Mario Lloyd
Noble Realty Advisors, LLC
1707 N Charles St
Baltimore, MD 21201
Telephone: (240) 426-6548
Facsimile: (240) 427-4699
About 1416 Eastern Ave NE
1416 Eastern Ave NE, LLC filed Chapter 11 bankruptcy petition
(Bankr. D.C. Case No. 24-00180) on May 29, 2024, with as much as $1
million in both assets and liabilities. Judge Elizabeth L. Gunn
oversees the case.
The Debtor is represented by Maurice Verstandig, Esq., at The
Belmont Firm.
1847 HOLDINGS: Posts $4.9 Million Net Loss in Fiscal Q2
-------------------------------------------------------
1847 Holdings LLC filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $4,906,812 on $15,501,359 of total revenue for the three months
ended June 30, 2024, as compared to a net loss of $3,970,036 on
$17,362,093 of revenue for the three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $15,265,873 on $30,414,856 of total revenue, compared to a
net loss of $2,922,555 on $30,327,696 of total revenue for the same
period in 2023.
As of June 30, 2024, the Company had cash and cash equivalents of
$800,989 and total working capital deficit of $22,093,540. For the
six months ended June 30, 2024, the Company incurred an operating
loss of $5,654,074 and used cash flows in operating activities from
continuing operations of $3,897,532.
As of June 30, 2024, the Company had $34,421,110 in total assets,
$64,945,119 in total liabilities, and $30,524,009 in total
stockholders' deficit.
Mr. Ellery W. Roberts, CEO of 1847 Holdings, commented, "In Q2
2024, we achieved approximately 4% sequential revenue growth and a
14.2% year-over-year increase in gross profit, highlighting our
effective efforts to optimize operations and improve cost
efficiencies. As part of our ongoing strategy to strengthen the
balance sheet, we recently eliminated $4.2 million of debt through
the sale of ICU Eyewear, significantly enhancing our financial
position. After we acquired ICU Eyewear, we were able to clean up
the books, reinforce the infrastructure, and enhance the value of
assets before strategically selling it in collaboration with our
senior lender, demonstrating our successful private equity model.
This transaction not only underscores our commitment to maintaining
a robust financial foundation but also aligns with our long-term
strategy of maximizing shareholder value. We remain dedicated to
leveraging our strengths and exploring opportunities that will
contribute to the long-term success and stability of our Company."
"Our strategy remains centered on acquiring companies that provide
value and generate positive cash flow, all while minimizing
shareholder dilution. We believe we have a robust acquisition
pipeline and are making significant progress on several potentially
transformative strategic transactions. Notably, we are working to
finalize a definitive agreement to acquire a leading manufacturer
of millwork, cabinetry, and doors, which reported $28.6 million in
revenue and substantial cash flow in 2023. We believe this
acquisition represents an attractive opportunity for 1847, as we
have negotiated favorable terms, and we believe we can successfully
complete this transaction without the need for equity-based funding
at this time."
"Additionally, we are advancing with the sale of a division of 1847
Cabinets Inc., which we anticipate closing by mid-September 2024.
This proposed sale marks a strategic milestone for 1847,
demonstrating our ability to acquire, operate, and enhance the
value of assets before divesting them. We believe this transaction
will substantially strengthen our financial position, allowing us
to strategically reallocate resources and capitalize on emerging
opportunities both within and beyond our portfolio, with a
long-term focus on maximizing shareholder value," concluded Mr.
Roberts.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/mr327euc
About 1847 Holdings
Based in New York, NY, 1847 Holdings LLC -- www.1847holdings.com --
is an acquisition holding company focused on acquiring and managing
a group of small businesses, which the Company characterizes as
those with an enterprise value of less than $50 million, in a
variety of different industries headquartered in North America.
Draper, Utah-based Sadler, Gibb & Associates, LLC, the Company's
auditor since 2017, issued a "going concern" qualification in its
report dated April 25, 2024, citing that the Company has suffered
recurring losses and negative cash flows from operations and has a
working capital deficit, which raises substantial doubt about its
ability to continue as a going concern.
2201 STREET RD: Hits Chapter 11 Bankruptcy Protection
-----------------------------------------------------
2201 Street Rd LLC filed Chapter 11 protection in the Eastern
District of Pennsylvania. According to court documents, the Debtor
reports $13,802,090 in debt owed to 1 and 49 creditors. The
petition states funds will be available to unsecured creditors.
About 2201 Street Rd LLC
2201 Street Rd LLC is a Single Asset Real Estate debtor (as defined
in 11 U.S.C. Section 101 (51B)). The Debtor is the fee simple owner
of a real property located at 2201 Street Rd, Bensalem PA valued at
$20 million.
2201 Street Rd LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-12782) on August 8,
2024. In the petition filed by Jignesh Pandya, as owner, the Debtor
reports total assets of $20,000,000 and total liabilities of
$13,802,090.
The Honorable Bankruptcy Judge Ashely M. Chan handles the case.
The Debtor is represented by:
Alexander G. Tuttle, Esq.
LAW OFFICE OF ALEXANDER TUTTLE
196 W. Ashland St.
Doylestown PA 18901
Tel: 215-723-7969
Email: agt@tuttlelegal.com
2U INC: Seeks to Hire AlixPartners LLP as Financial Advisor
-----------------------------------------------------------
2U, Inc. seeks approval from the U.S. Bankruptcy Court for the
Southern District of New York to hire AlixPartners, LLP as
financial advisor.
The firm will render these services:
Restructuring Advisory Workstream
a. assist the Debtors with the development of their rolling
13-week cash receipts and disbursements forecasting, including
through the use of a tool designed to provide on time information
related to the Debtors' liquidity;
b. work with the Debtors to identify, implement, and monitor
both short-term and long-term liquidity generating initiatives;
c. provide assistance to management in connection with the
Debtors' development of their revised business plan, and such other
related forecasts as may be required by lenders in connection with
negotiations or by the Debtors for other corporate purposes;
d. assist the Debtors with their communications and/or
negotiations with outside parties including the Debtors'
stakeholders, banks and potential acquirers of the Debtors' assets
and advisors to the foregoing;
e. assist in preparing for and filing a bankruptcy petition,
coordinating and providing administrative support for the
proceeding and developing the Debtors' disclosure statement and
plan of reorganization, or other appropriate case resolutions, if
necessary;
f. assist with the preparation of documents such as a
liquidation analysis, statements of financial affairs, schedules of
assets and liabilities, potential preferences analyses, claims
analyses, monthly operating reports and other regular reports
required by the Court;
g. manage the claims and claims reconciliation processes; and
h. assist the Debtors with such other matters as may be
requested that fall within AlixPartners' expertise and that are
mutually agreeable.
Organization Optimization Workstream
a. conduct detailed planning and assist management to deliver
organization optimization
program initiatives:
-- outline activities, timelines, estimated financial
impact and key implementation risks and dependencies for each
initiative and refine sequencing as needed;
-- engage the Debtors' stakeholders in the implementation
planning processes, seeking buy-in and commitment, and enforcing
accountability for progress;
-- support management with the design and implementation
of savings and operational improvement initiatives, including
definition of success criteria and milestones;
-- identify key cross-functional dependencies and help to
raise potential risks associated with implementation and develop
mitigation strategies;
-- track and report regularly on progress against
milestones and recommend adjustments to plans as needed to support
realization of planned benefits; and
-- support the development and integration into the
detailed planning process of any additional high priority
initiatives identified as part of this work.
b. establish XMO (Transformation Management Office) for the
program:
-- track initiative execution progress as part of the
overall transformation plan;
-- define communications and change management plans for
the transformation; and
-- support the handover of XMO to Company resources.
AlixPartners' current standard hourly rates are as follows:
Partner/ Partner &
Managing Director $1,200 to $1,495
Senior Vice President/
Director $825 to $1,125
Vice President $640 to $810
Analyst/ Consultant $230 to $625
In addition, the firm will be reimbursed for reasonable
out-of-pocket expenses incurred.
The firm received a retainer in the amount of $300,000 from the
Debtors.
William Kocovski, a partner and managing director at AlixPartners,
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:
William Kocovski
AlixPartners, LLP
2000 Town Center # 2400
Southfield, MI 48075
Phone: (586) 770-4510
Email: wkocovski@alixpartners.com
About 2U, Inc.
Headquartered in Lanham, Maryland, 2U is an online education
platform company. The Company's mission is to expand access to
high-quality education and unlock human potential. As a trusted
partner to top-ranked nonprofit universities and other leading
organizations, the Company delivers technology and services that
enable its clients to bring their educational offerings online at
scale.
2U Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. N.Y. Case No. 24-11279) on July 25, 2024. In its
petition, the Debtor reports estimated assets and liabilities
between $1 billion and $10 billion each.
The Debtor is represented by George A. Davis, Esq. at Latham &
Watkins LLP.
2U INC: Seeks to Hire Epiq Corporate as Administrative Advisor
--------------------------------------------------------------
2U, Inc. seeks approval from the U.S. Bankruptcy Court for the
Southern District of New York to hire Epiq Corporate Restructuring,
LLC as administrative advisor.
The firm will render these services:
a. assist with, among other things, solicitation, balloting,
tabulation, and calculation of votes, as well as prepare any
appropriate reports, as required in furtherance of confirmation of
plan(s) of reorganization, and in connection with such services,
process requests for documents from parties in interest;
b. generate an official ballot certification and testify, if
necessary, 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 Services Agreement,
but not included in the Section 156(c) Application, as may be
requested from time to time by the Debtors, this Court or the
Office of the Clerk of the Bankruptcy Court.
Before the petition date, the Debtor provided the firm a retainer
in the amount of $25,000.
The firm will be paid at these hourly rates:
Clerical/Administrative Support WAIVED
IT/Programming $55 - $85
Case Managers $75 - 165
Project Managers/Consultants/ Directors $165 - $185
Solicitation Consultant $190
Executive Vice President, Solicitation $195
Executives No Charge
In addition, Epiq will seek reimbursement for expenses incurred.
Kate Mailloux, a senior director at Epiq, disclosed in a court
filing that the firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Kate Mailloux
Epiq Corporate Restructuring, LLC
777 Third Avenue, 12th Floor
New York, NY 10017
Telephone: (917) 359-4553
Email: kmailloux@epiqglobal.com
About 2U, Inc.
Headquartered in Lanham, Maryland, 2U is an online education
platform company. The Company's mission is to expand access to
high-quality education and unlock human potential. As a trusted
partner to top-ranked nonprofit universities and other leading
organizations, the Company delivers technology and services that
enable its clients to bring their educational offerings online at
scale.
2U Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. N.Y. Case No. 24-11279) on July 25, 2024. In its
petition, the Debtor reports estimated assets and liabilities
between $1 billion and $10 billion each.
The Debtor is represented by George A. Davis, Esq. at Latham &
Watkins LLP.
2U INC: Seeks to Hire KPMG LLP to Provide Audit Services
--------------------------------------------------------
2U, Inc. seeks approval from the U.S. Bankruptcy Court for the
Southern District of New York to hire KPMG LLP as its auditor.
The firm will provide these services:
(a) Integrated Audit Services
(i) KPMG will perform audit of consolidated balance sheets
of the Debtors as of Dec 31, 2024 and 2023, the related
consolidated statements of operations and comprehensive loss,
changes in stockholders' equity, and cash flows for each of the
years in the three-year period ended Dec. 31, 2024 and the related
notes to the financial statements and audit of internal control
over financial reporting as of Dec. 31, 2024.
(ii) KPMG will perform the group audit procedures over the
Executive Education component in support of the Integrated Audit
and the stand-alone statutory audits of the following entities: (1)
Get Educated Proprietary Limited; (2) Get Educated International
Proprietary Limited; and (3) K2017143886 (South Africa) Proprietary
Limited (known as '2U SA Purchaser').
(b) SEC Filings
(i) KPMG will assist with the SEC filings, including
registration statements and exempt offerings, and provide services
related to material M&A transactions.
(c) Quarterly Review Services
(i) KPMG will perform quarterly review procedures for
the fiscal quarters ended March 31, 2024, June 30, 2024, and Sep.
30, 2024.
(d) Non-Audit Services
(i) KPMG will provide a subscription to KPMG's
Accounting Research Online, an online library of accounting,
auditing and financial reporting literature and related guidance
and the automated Accounting Disclosure Checklist, which is a
filterable, web-based tool to identify required financial statement
disclosures.
KPMG and the Debtors originally agreed to a fixed fee of $2,210,000
for services relating to integrated audit and quarterly review
procedures. Approximately $679,500 of the Fixed Fee was paid
prepetition.
As disclosed in court filings, KPMG is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Hugh W. Mohler, Jr., CPA
KPMG, LLP
750 East Pratt Street, 18th floor
Baltimore, MD 21202-1128
Phone: (410) 949-8500
About 2U, Inc.
Headquartered in Lanham, Maryland, 2U is an online education
platform company. The Company's mission is to expand access to
high-quality education and unlock human potential. As a trusted
partner to top-ranked nonprofit universities and other leading
organizations, the Company delivers technology and services that
enable its clients to bring their educational offerings online at
scale.
2U Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. N.Y. Case No. 24-11279) on July 25, 2024. In its
petition, the Debtor reports estimated assets and liabilities
between $1 billion and $10 billion each.
The Debtor is represented by George A. Davis, Esq. at Latham &
Watkins LLP.
2U INC: Seeks to Hire Latham & Watkins as Bankruptcy Counsel
------------------------------------------------------------
2U, Inc. seeks approval from the U.S. Bankruptcy Court for the
Southern District of New York to hire Latham & Watkins LLP as
counsel.
The firm will render these services:
a. advise the Debtors with respect to their powers and duties
as debtors in possession in the continued management and operation
of their businesses and properties;
b. advise and consult on the conduct of these Chapter 11
Cases, including all of the legal and administrative requirements
of operating in chapter 11;
c. advise the Debtors and take all necessary action to protect
and preserve the Debtors' estates, including prosecuting actions on
the Debtors' behalf, defending any action commenced against the
Debtors, and representing the Debtors' interests in negotiations
concerning litigation in which the Debtors are involved;
d. analyze any claims filed against the Debtors and object to
such claims as necessary;
e. represent the Debtors in connection with obtaining
authority to continue using cash collateral and obtain postpetition
financing;
f. attend meetings and negotiate with representatives of
creditors, interest holders, and other parties in interest;
g. analyze executory contracts and unexpired leases and
potential assumptions, assignments, or rejections of such contracts
and leases;
h. prepare pleadings in connection with these Chapter 11
Cases, including motions, applications, answers, orders, reports,
and papers necessary or otherwise beneficial to the administration
of the Debtors' estates;
i. advise the Debtors in connection with any potential sale(s)
of assets;
j. take necessary action on behalf of the Debtors to obtain
approval of a disclosure statement and confirmation of a chapter 11
plan;
k. appear before this Court or any appellate courts to protect
the interests of the Debtors' estates before those courts;
l. advise on corporate, litigation, finance, tax, employee
benefits, and other legal matters; and
m. perform all other necessary legal services for the Debtors
in connection with these Chapter 11 Cases.
The firm received payments and advances in the aggregate amount of
$8,386,456.80 for services performed and expenses incurred, and to
be performed and incurred, including in preparation for the
commencement of these Chapter 11 Cases.
The firm will be paid at these rates:
Partners $1,495 to $2,455 per hour
Counsel $1,430 to $1,860 per hour
Associates $760 to $1,505 per hour
Paralegals $325 to $715 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
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. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Response: The firm's current hourly rates for services rendered
on behalf of the Debtors have been used since January 2024. The
firm used the rates for services rendered in 2023: $1,360 to $2,230
for partners; $1,300 to $1,690 for counsel; $705 to $1,400 for
associates; and $300 to $600 for paralegals.
George Klidonas, Esq., a partner at Latham & Watkins, 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:
George Klidonas, Esq.
Latham & Watkins, LLP
1271 Avenue of the Americas
New York, NY 10020
Telephone: (212) 906-1200
Facsimile: (212) 751-4864
Email: george.klidonas@lw.com
About 2U, Inc.
Headquartered in Lanham, Maryland, 2U is an online education
platform company. The Company's mission is to expand access to
high-quality education and unlock human potential. As a trusted
partner to top-ranked nonprofit universities and other leading
organizations, the Company delivers technology and services that
enable its clients to bring their educational offerings online at
scale.
2U Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. N.Y. Case No. 24-11279) on July 25, 2024. In its
petition, the Debtor reports estimated assets and liabilities
between $1 billion and $10 billion each.
The Debtor is represented by George A. Davis, Esq. at Latham &
Watkins LLP.
2U INC: Seeks to Hire Moelis & Company as Investment Banker
-----------------------------------------------------------
2U, Inc. seeks approval from the U.S. Bankruptcy Court for the
Southern District of New York to hire Moelis & Company LLC as their
financial advisor, capital markets advisor, and investment banker.
The firm will render these services:
(a) assist the Debtors in reviewing and analyzing the Debtors'
results of operations, financial condition projections, assets and
liabilities, liquidity, debt capacity, and business plan;
(b) assist the Debtors in reviewing and analyzing any
potential Liability Management Transaction, Sale Transaction or
Capital Transaction;
(c) attend any meetings with any parties-in-interest regarding
any potential Liability Management Transaction, Sale Transaction or
Capital Transaction;
(d) assist the Debtors in negotiating any Liability Management
Transaction, Sale Transaction or Capital Transaction;
(e) advise the Debtors on the terms of securities it offers in
any potential Capital Transaction;
(f) advise the Debtors on their preparation of information
memorandum for, a potential Sale Transaction or Capital Transaction
(each, an "Information Memo");
(g) assist the Debtors in contacting potential Acquirers or
purchasers of a Capital Transaction ("Purchasers") that Moelis and
the Debtors agree are appropriate, and meet with and provide them
with the Information Memo and such additional information about the
Debtors' assets, properties or businesses that is acceptable to the
Debtors, subject to customary business confidentiality agreements;
(h) provide expert witness testimony concerning any of the
subjects encompassed by the other investment banking services
hereunder (including production of documents or attending
depositions);
(i) meet with the Debtors to discuss any proposed Transaction
and its financial implications;
(j) assist the Debtors in developing a strategy to effectuate
any Transaction; and
(k) provide such other financial advisory and investment
banking services in connection with Liability Management
Transaction, Sale Transaction or Capital Transaction as Moelis and
the Debtors may mutually agree upon in writing.
Moelis will received these nonrefundable cash fees:
i. Monthly Fee. During the term of the Engagement Letter, a
fee of $ 200,000 per month (the "Monthly Fee"), payable in advance
of each month. All Monthly Fees will be due prior to each monthly
anniversary of the Effective Date. Whether or not a Liability
Management Transaction, Sale Transaction or Capital Transaction
occurs, Moelis shall earn and be paid the Monthly Fee every month
during the term of this agreement. After four Monthly Fees have
been paid to Moelis in full, 50 percent of the Monthly Fees shall
be offset, to the extent previously paid, against the first
Transaction Fee, subject to a maximum offset of $600,000.
ii. Liability Management Transaction Fee. At the closing of a
Liability Management Transaction, a non-refundable cash fee (the
"Liability Management Transaction Fee") of 0.80 percent of the
aggregate gross amount of par value of liabilities that are the
subject of such Liability Management Transaction. The Debtors will
pay a separate Liability Management Transaction Fee in respect of
each Liability Management Transaction in the event that more than
one Liability Management Transaction occurs; provided that the
aggregate of all Liability Management Transaction Fees shall in no
event exceed $6,500,000.
iii. Sale Transaction Fee. At the closing of a Sale Transaction,
a non-refundable cash fee (the "Sale Transaction Fee") of equal to
the greater of (A) $3 million and (B) an amount based on the
Transaction Value as follows:
a. 1.25 percent for a portion of Transaction Value up to
and including $600 million; plus
b. 1.50 percent for a portion of Transaction Value in
excess of $600 million up to and including $800 million; plus
c. 2.50 percent for a portion of Transaction Value for
amounts in excess of $800 million up to and including $1.2 billion;
plus
d. 4.00 percent for a portion of Transaction Value for
amounts in excess of $1.2 billion.
The Debtors will pay a separate Sale Transaction Fee in respect of
each Sale Transaction in the event that more than one Sale
Transaction occurs. In the case of multiple Sale Transactions, upon
the closing of any Sale Transaction (after the first Sale
Transaction), the Debtors will pay a Sale Transaction Fee equal to
the greater of (A)(i) the Sale Transaction Fee based on the
aggregate Transaction Value for all Sale Transactions less (ii) any
Sale Transaction Fee(s) the Debtors previously paid for prior Sale
Transactions and (B) $3 million.
iv. Capital Transaction Fee. At the closing of a Capital
Transaction, a nonrefundable cash fee (the "Capital Transaction
Fee") of:
a. 4.00 percent of the aggregate gross amount or face value
of capital Raised in the Capital Transaction as equity,
equity-linked interests, options, warrants or other rights to
acquire equity interests, plus
b. 3.00 percent of the aggregate gross amount of debt
obligations and other interests Raised in the Capital Transaction,
plus
c. 2.00 percent of the aggregate gross amount of unsecured
debt obligations and other interests Raised in the Capital
Transaction, plus
d. 1.00 percent of the aggregate gross amount of secured
debt obligations and other interests Raised in the Capital
Transaction.
The Debtors will pay a separate Capital Transaction Fee in respect
of each Capital Transaction in the event that more than one Capital
Transaction occurs.
In the event that a Transaction constitutes both a Liability
Management Transaction and a Sale Transaction, the applicable
Transaction Fee shall be the greater of the Liability Management
Transaction Fee and the Sale Transaction Fee. In the event that a
Transaction constitutes both a Sale Transaction and a Capital
Transaction, the applicable Transaction Fee shall be the greater of
the Sale Transaction Fee and the Capital Transaction Fee.
Barak Klein, a managing director at Moelis & Company LLC, 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:
Barak Klein
Moelis & Company LLC
399 Park Avenue, 5th Floor
New York, NY 10022
Tel: (212) 883-3800
Fax: (212) 880-4260
Email: barak.klein@moelis.com
About 2U, Inc.
Headquartered in Lanham, Maryland, 2U is an online education
platform company. The Company's mission is to expand access to
high-quality education and unlock human potential. As a trusted
partner to top-ranked nonprofit universities and other leading
organizations, the Company delivers technology and services that
enable its clients to bring their educational offerings online at
scale.
2U Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. N.Y. Case No. 24-11279) on July 25, 2024. In its
petition, the Debtor reports estimated assets and liabilities
between $1 billion and $10 billion each.
The Debtor is represented by George A. Davis, Esq. at Latham &
Watkins LLP.
2U INC: Taps Katten Muchin as Counsel to an Independent Director
----------------------------------------------------------------
2U, Inc. seeks approval from the U.S. Bankruptcy Court for the
Southern District of New York to hire Katten Muchin Rosenman LLP as
counsel to Ivona Smith in her capacity as an independent director.
Ms. Smith, with the assistance of Katten, is conducting the
Independent Investigation into whether the estates hold any viable
claims and causes of action against any of the Related Parties that
are worthy of pursuit in the context of these Chapter 11 Cases.
Katten will charge the following hourly rates:
Partner $1,050 - $2,170
Of Counsel $1,015 - $1,750
Counsel and Special Staff $555 - $1,475
Associate $650 - $1,070
Paralegal $210 - $500
In addition, the firm will be reimbursed for reasonable
out-of-pocket expenses incurred.
On July 17, 2024, 2U paid Katten $250,000.00, which constituted an
advance fee deposit for legal services to be rendered and expenses
to be incurred in connection with its representation of Ms. Smith
as Independent Director.
Steven Reisman, a partner at Katten Muchin Rosenman, also provided
the following in response to the request for additional information
set forth in Section D of the Revised U.S. Trustee Guidelines:
Question: Did the firm agree to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement?
Answer: No.
Question: Do any of the firm professionals in this engagement
vary their rate based on the geographic location of the Debtors'
Chapter 11 cases?
Answer: No.
Question: If the firm represented the client in the twelve
months prepetition, disclose its billing rates and material
financial terms for the prepetition engagement, including any
adjustments during the twelve months prepetition. If its billing
rates and material financial terms have changed post-petition,
explain the difference and reasons for the difference.
Answer: : From Katten's engagement by Ms. Smith as Independent
Director, as of June 14, 2024, to the Petition Date, Katten
followed the hourly billing rates set forth in this Declaration and
set forth in Exhibit A of the Engagement Letter, attached to the
Application as Annex 1 to the Proposed Order.
Question: Have the Debtors approved the firm's budget and
staffing plan, and if so, for what budget period?
Answer: Yes. Katten, in conjunction with Ms. Smith as
Independent Director, has developed a budget and staffing plan for
these Chapter 11 Cases for the period from the Petition Date
through Sep. 30, 2024.
Mr. Reisman 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:
Steven J. Reisman, Esq.
Katten Muchin Rosenman, LLP
50 Rockefeller Plaza
New York, NY 10020
Telephone: (212) 940-8700
Email: sreisman@katten.com
About 2U, Inc.
Headquartered in Lanham, Maryland, 2U is an online education
platform company. The Company's mission is to expand access to
high-quality education and unlock human potential. As a trusted
partner to top-ranked nonprofit universities and other leading
organizations, the Company delivers technology and services that
enable its clients to bring their educational offerings online at
scale.
2U Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. N.Y. Case No. 24-11279) on July 25, 2024. In its
petition, the Debtor reports estimated assets and liabilities
between $1 billion and $10 billion each.
The Debtor is represented by George A. Davis, Esq. at Latham &
Watkins LLP.
2U INC: Taps PwC US Tax LLP as Tax Consulting Services Provider
---------------------------------------------------------------
2U, Inc. seeks approval from the U.S. Bankruptcy Court for the
Southern District of New York to hire PwC US Tax LLP as tax
restructuring and tax consulting services provider.
The firm will render these services:
(a) Tax Services Engagement Letter:
(i) Recurring Tax Consulting Services: the following
illustrates the nature of the services intended to be covered:
(1) Provide advice, answers to questions on federal,
state, and local, and international tax matters, including
research, discussions, preparation of memoranda, and attendance at
meetings relating to such matters, as mutually determined to be
necessary; and
(2) Provide advice and/or assistance with respect to
matters involving the Internal Revenue Service or other tax
authorities on an as-needed or as-requested basis.
(b) Tax Restructuring Services SOW:
(i) Restructuring Plan: the following includes, but is not
limited to, the services that may be provided in connection with
2U, Inc. ("2U")'s restructuring plan (the "Restructuring Plan"),
each as requested and with input and assumptions from 2U, as
applicable:
(1) Prepare or review calculations which illustrate the
significant U.S. federal income tax effects of the proposed
Restructuring Plan;
(2) Assist 2U with federal income tax analyses relating
to cancellation of debt ("COD") income, including analyses under
IRC Section 108;
(3) Prepare or comment on asset tax basis calculations;
(4) Prepare or comment on stock tax basis calculations;
(5) Assist in the preparation of a slide deck that
overviews the significant U.S. federal income tax consequences of
the Restructuring Plan;
(6) Prepare technical memoranda regarding mutually
agreed tax issues of the Restructuring Plan;
(7) Prepare ownership change analysis under Internal
Revenue Code (IRC) Section 382, Section 382 limitation
calculations, and net unrealized built-in gain or loss analysis;
(8) Prepare transaction cost analysis for transaction
fees related to the Restructuring Plan;
(9) Participate in meetings as 2U's tax advisor (e.g.,
conference calls and/or in person meetings);
(10) Gain an understanding of 2U's intercompany debt and
consider the income tax implications of maintaining or eliminating
such debt;
(11) Read and comment on the tax matters with respect to
the Restructuring Plan legal agreements;
(12) Assist 2U in evaluating state and local tax matters
related to the Restructuring Plan, including but not limited to
analyzing U.S. state and local income tax consequences of the
Restructuring Plan, state transfer taxes relating to the
Restructuring Plan, etc.;
(13) Assist 2U in evaluating non-U.S. tax matters
relating to the Restructuring Plan; and
(14) Other U.S. federal, state and local, and non-U.S.
tax consulting, advice, research, planning, and analysis as may be
necessary, desirable, or requested from time to time by 2U.
(c) Transfer Pricing Services SOW3
(i) Phase I -- FY 2023 Transfer Pricing Documentation: PwC
US Tax will assist 2U in the preparation of transfer pricing ("TP")
documentation in accordance with the OECD Guidelines and local
country transfer pricing documentation requirements, where
applicable.
(1) South Africa Local File: PwC US Tax will assist 2U
in the preparation of a transfer pricing South Africa Local File
that contemporaneously documents the arm's length nature of the
Tested Transactions involving Get Educated SA during FY 2023, in
accordance with the OECD Guidelines and the standards of Section 31
of the South African Income Tax Act 58 of 1962 ("Income Tax Act")
and the South African Revenue Service's ("SARS") rulings providing
guidance in applying the law (collectively the "South African
Transfer Pricing Legislation"). The FY 2023 South Africa Local File
will include the following information:
(A) A functional analysis describing the functions,
risks, and assets associated with the relevant Tested Transactions
and the factual representations on which the transfer pricing
analysis of those transactions is based;
(B) A review of the general economics of the
industry in which 2U operates;
(C) A review of the 2U's organizational structure
and key competitors;
(D) A selection of the most appropriate method(s)
for purposes of analyzing the relevant Tested Transactions; and
(E) Economic analyses using the selected most
appropriate method to analyze the relevant Tested Transactions,
including benchmarking searches for independent companies engaging
incomparable activities to entities participating in the relevant
Tested Transactions.
(2) Trilogy US / OECD documentation executive-style slide
deck: PwC US Tax will prepare a transfer pricing analysis to
evaluate the arm's- length nature of the Distribution Transactions
involving Trilogy US and the Trilogy Foreign Affiliates during FY
2023. This transfer pricing analysis will be in the form of an
executive-style slide deck that will present the economic analysis,
including the updated benchmarking searches for/ independent
companies engaging in comparable activities to entities
participating in the Distribution Transactions, and an analysis of
the results achieved under the Distribution Transactions for FY
2023. Other elements of the documentation, e.g., the business
overview and functional analysis will be leveraged from the FY 2022
Trilogy US /OECD executive-style slide deck (prepared in 2023) with
the 2U's confirmation or update of the facts for FY 2023.
(ii) Phase II -- Other FY 2023 Transfer Pricing
Documentation Support and Compliance Items:
(1) US/UK Transfer Pricing Report Review: PwC US Tax
will provide 2U with TP documentation support through one round of
review and comment/provision of recommendations on 2U's internally
prepared FY 2023 US/UK TP report.
Glenn Tallon, a partner at PwC US Tax 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:
Glenn Tallon
PwC US Tax LLP
100 East Pratt Street, Suite 2600
Baltimore, MD 21202-1097
Tel: (410) 783-7600
Fax: (410) 783-7680
About 2U, Inc.
Headquartered in Lanham, Maryland, 2U is an online education
platform company. The Company's mission is to expand access to
high-quality education and unlock human potential. As a trusted
partner to top-ranked nonprofit universities and other leading
organizations, the Company delivers technology and services that
enable its clients to bring their educational offerings online at
scale.
2U Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. N.Y. Case No. 24-11279) on July 25, 2024. In its
petition, the Debtor reports estimated assets and liabilities
between $1 billion and $10 billion each.
The Debtor is represented by George A. Davis, Esq. at Latham &
Watkins LLP.
420 EASTERN PARKWAY: Seeks Chapter 11 Protection
------------------------------------------------
420 Eastern Parkway LLC filed Chapter 11 protection in the Eastern
District of New York. According to court filing, the Debtor reports
$3,295,158 in debt owed to 1 and 49 creditors. The petition states
funds will not be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
September 16, 2024 at 2:00 p.m. in Room Telephonically on telephone
conference line: 1(877) 953-2748. participant access code:
3415538.
About 420 Eastern Parkway
420 Eastern Parkway LLC owns a 16-unit apartment building located
at 420 Eastern Parkway, Brooklyn, NY 11225 valued at $2.2 million.
420 Eastern Parkway LLC sought relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-43330) on Aug. 9,
2024. In the petition filed by Sylvester Drew, as president, the
Debtor reported total assets of $2,215,521 and total liabilities of
$3,295,158.
The Honorable Bankruptcy Judge Nancy Hershey Lord oversees the
case.
The Debtor is represented by:
Charles Higgs, Esq.
THE LAW OFFICE OF CHARLES A. HIGGS
2 Depot Plaza First Floor, Office 4
Bedford Hills, NY 10507
Tel: (917) 673-3768
E-mail: charles@freshstartesq.com
59 NORTH 6TH STREET: Fine-Tunes Plan Documents
----------------------------------------------
59-63 North 6th Associates LLC, a secured creditor and mortgagee of
59 North 6th Street LLC, submitted a Third Amended Plan of
Reorganization dated August 5, 2024.
There are 2 classes of secured claims which will be paid, either
(a) at the Closing from either (i) Refinancing Proceeds, Joint
Venture Proceeds, or Sale Proceeds if the Property is sold to a
Purchaser under the Sale Transaction, or (ii) if Secured Creditor
is the Purchaser of the Property pursuant to a credit bid, the
Secured Creditor shall receive the Property.
General unsecured creditors are classified in Class 3 of the Plan.
Creditors in the unsecured Class will receive, except to the extent
that a holder of an Allowed General Unsecured Claim against the
Debtor has agreed to a less favorable treatment of such Claim, on
the Effective Date, 100% of their Allowed Claims from either a
Refinancing Transaction, Joint Venture Transaction or Sale
Transaction.
Like in the prior iteration of the Plan, the Allowed Class 3
General Unsecured Claims shall be paid, in full, on the
Distribution Date, either from the Refinancing Proceeds, the Joint
Venture Proceeds or the Sale Proceeds or from the Secured Creditor
in the event the Secured Creditor is the successful bidder at the
Auction by Credit Bid. The allowed unsecured claims total
$15,000.00. This Class will receive a distribution of 100% of their
allowed claims. Class 3 is unimpaired under the Plan.
If the Debtor is able to refinance its obligations and fund the
Refinancing Proceeds or procure a Joint Venturer who can fund the
Joint Venture Proceeds, then the Plan will be funded by either the
Refinancing Proceeds or Joint Venture Proceeds and such proceeds
will be made available for distribution to Creditors under the Plan
and paid on the Distribution Date.
A Refinancing Transaction would require the Debtor to obtain a new
loan generating proceeds of approximately $31,000,000. A conforming
commercial loan for a property located in New York City would
require repayment of interest, likely at 8% per annum, plus an
additional 1% for principal amortization. Translating these terms
to a $31,000,000 loan would require debt service payments of
approximately $2,700,000 per annum. The Debtor will need to produce
leases generating rental income in excess of this amount.
Presently, the Debtor has no leasing prospects.
If the Debtor is unable to close the Refinancing Transaction or
Joint Venturer with sufficient proceeds required to fund the Plan
on or before July 24, 2024, the Property will be sold at Auction
currently scheduled in the Bid Procedures for September 17, 2024 at
10:00 a.m. The Property will be purchased either by a Cash bid at
the Auction or by a credit bid of the Secured Creditor under the
Bid Procedures to be approved by the Court. Although under no
obligation to do so, Secured Creditor (or its nominee, assignee, or
designee) is permitted to credit bid up to and including the Credit
Bid Amount.
In the event the Secured Creditor is the successful bidder at the
Auction through a credit bid, that bid may be assigned to the
Secured Creditor's nominee, assignee, or designee provided that
such nominee, assignee, or designee agrees to be bound by the Plan
and assume Secured Creditor's obligations under the Plan. In the
event of a credit bid for the Property, the Secured Creditor will
fund payment for all Allowed Administrative Expense Claims
(including Fee Claims) by a Cash payment to the Disbursing Agent
within 3 business days of the Distribution Date.
In the event the Sale Transaction is other than by the Secured
Creditor's credit bid, the Cash remaining after payment of the
Allowed Class I Claim, the expenses of the Sale Transaction and
payment of Administrative Claims (including Fee Claims), if any,
shall be made available for distribution on the Distribution Date
to the remaining Classes under the Plan. Any Broker's fees, costs
and/or commissions from either a Refinancing Transaction, or Joint
Venture Transaction, shall be paid from available proceeds at the
Closing.
A full-text copy of the Third Amended Plan dated August 5, 2024 is
available at https://urlcurt.com/u?l=azNKnk from PacerMonitor.com
at no charge.
Attorneys for 59-63 North 6th Associates LLC:
Kriss & Feuerstein LLP
Jerold C. Feuerstein, Esq.
Daniel N. Zinman, Esq.
Stuart L. Kossar, Esq.
360 Lexington Avenue, Suite 1200
New York, New York 10017
Telephone: 212-661-2900
Fax: 212-661-9397
About 59 North 6th Street
59 North 6th Street LLC is a Single Asset Real Estate (as defined
in 11 U.S.C. Sec. 101(51B)). The Debtor owns in fee simple title a
property located at 59 North 6th Street Brooklyn, NY 11249 valued
at $26 million.
59 North 6th Street filed a petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-41149) on April 3,
2023. In the petition filed by Rehan Perveez, managing member, the
Debtor reported total assets of $26,000,000 and total liabilities
of $26,032,348.
Judge Nancy Hershey Lord oversees the case.
Gary Kushner, Esq., at Goetz Fitzpatrick LLP, serves as the
Debtor's counsel.
AC DESIGN PROPERTY: Seeks Chapter 11 Bankruptcy Protection
----------------------------------------------------------
AC Design Property & Equipment Corp. filed Chapter 11 protection in
the Eastern District of New York. According to court filing, the
Debtor reports between $1 million and $10 million in debt owed to 1
and 49 creditors. The petition states funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
September 13, 2024 at 9:15 a.m. in Room Telephonically on telephone
conference line: 1 (877) 929-2553. participant access code:
1576337#.
About AC Design Property
AC Design Property & Equipment Corp. is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section 101(51B)).
AC Design Property & Equipment Corp. sought relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-43277) on
August 7, 2024. In the petition filed by Jeffrey Arcello, as
authorized representative of the Debtor, the Debtor reports
estimated assets and liabilities between $1 million and $10 million
each.
The Honorable Bankruptcy Judge Nancy Hershey Lord handles the
case.
The Debtor is represented by:
Paul Hollender, Esq.
CORASH & HOLLENDER
1200 South Avenue, Suite 201
Staten Island, NY 10314
Tel: 718-442-4424
Fax: 718-273-4847
Email: info@silawfirm.com
ADVANCED URGENT CARE: Seeks Chapter 11 Bankruptcy
-------------------------------------------------
Advanced Urgent Care LLC filed Chapter 11 protection in the
District of Colorado. According to court documents, the Debtor
reports $7,261,749 in debt owed to 1 and 49 creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
September 16, 2024 at 1:00 p.m. in Room Telephonically on telephone
conference line: 888-497-4718. participant access code: 6026644#.
About Advanced Urgent Care LLC
Advanced Urgent Care LLC is a locally owned and operated urgent
care services provider. It also offers on-site laboratory services,
x-ray services, and physical exams.
Advanced Urgent Care LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Col. Case No. 24-14536) on August 7,
2024. In the petition filed by Anthony G. Euser, as managing
member, the Debtor reports total liabilities of $7,261,749.
The Debtor is represented by:
David J. Warner, Esq.
WADSWORTH GARBER WARNER CONRARDY, P.C.
2580 West Main Street, Suite 200
Littleton, CO 80120
Tel: 303-296-1999
Email: dwarner@wgwc-law.com
AGILE THERAPEUTICS: Completely Acquired by Insud Pharma
-------------------------------------------------------
Agile Therapeutics, Inc., announced Aug. 26 the completion of the
acquisition of Agile by Insud Pharma, S.L., a global pharmaceutical
group based in Spain with a 45-year track record and a presence in
over 50 countries.
The former holders of Agile common stock voted to approve the
acquisition at a special meeting of stockholders on Aug. 22, 2024.
Upon closing of the acquisition, former shareholders of Agile
became entitled to receive $1.52 per share in cash, net of assumed
liabilities and estimated transaction costs for an approximate
total enterprise value of $45 million.
Insud completed its acquisition of Agile through the merger of an
indirect, wholly owned subsidiary of Insud with and into Agile,
with Agile continuing as the surviving company and becoming an
indirect subsidiary of Insud, pursuant to a definitive merger
agreement dated as of June 25, 2024. With the completion of the
transaction, Agile will no longer be listed on any public market.
Advisors
H.C. Wainwright & Co. acted as exclusive financial advisor to Agile
Therapeutics, Inc. and Morgan, Lewis & Bockius LLP acted as its
legal advisor. Loeb & Loeb LLP and RC Law LLP acted as legal
advisors to Insud Pharma, S.L. and Exeltis USA, Inc.
About Agile Therapeutics
Agile Therapeutics, Inc., is a women's healthcare company dedicated
to fulfilling the unmet health needs of today's women. The
Company's product and product candidates are designed to provide
women with contraceptive options that offer freedom from taking a
daily pill, without committing to a longer-acting method. Its
initial product, Twirla, (levonorgestrel and ethinyl estradiol), a
transdermal system, is a non-daily prescription contraceptive.
Iselin, New Jersey-based Ernst & Young LLP, the Company's auditor
since 2010, issued a "going concern" qualification in its report
dated March 28, 2024, citing that the Company has generated losses
since inception, used substantial cash in operations, has a working
capital deficiency, anticipates it will continue to incur net
losses for the foreseeable future, requires additional capital to
fund its operating needs and has stated that substantial doubt
exists about the Company's ability to continue as a going concern.
ALPINE 4: Director Christophe Jeunot Holds Class A and C Shares
---------------------------------------------------------------
Christophe Jeunot, a director at Alpine 4 Holdings, Inc., filed a
Form 3 Report with the U.S. Securities and Exchange Commission,
disclosing direct beneficial ownership of 22,112 and 3,403 shares
of the Alpine 4 Holdings's Class A and Class C common stock,
respectively.
A full-text copy of Mr. Jeunot's SEC Report is available at:
https://tinyurl.com/4sks9p52
About Alpine 4
Alpine 4 Holdings, Inc. (formerly Alpine 4 Technologies, Ltd) is a
publicly traded conglomerate that is acquiring businesses that fit
into its disruptive DSF business model of Drivers, Stabilizers, and
Facilitators. The Company's focus is on how the adaptation of new
technologies, even in brick-and-mortar businesses, can drive
innovation. The Company also believes that its holdings should
benefit synergistically from each other and that the ability to
have collaboration across varying industries can spawn new ideas
and create fertile ground for competitive advantages.
"[T]he Company has negative working capital and has continued to
experience operating losses, which causes doubt as to the ability
of the Company to continue. The Company's ability to raise
additional capital through the future issuances of common stock is
unknown. The obtainment of additional financing, the successful
development of the Company's plan of operations, and its ultimate
transition to profitable operations are necessary for the Company
to continue. The uncertainty that exists with these factors raises
substantial doubt about the Company's ability to continue as a
going concern," according to the Company's Quarterly Report for the
three months ended Sept. 30, 2023.
The Company has not yet filed its Annual Report on Form 10-K for
the year ended Dec. 31, 2023, and Quarterly Report for the quarter
ended March 31, 2024.
AMERICAN FEDERATED: A.M. Best Affirms B(Fair) FS Rating
-------------------------------------------------------
AM Best has affirmed the Financial Strength Rating of B (Fair) and
the Long-Term Issuer Credit Ratings of "bb" (Fair) of American
Federated Life Insurance Company (AFLIC) and American Federated
Insurance Company (AFIC). The outlook of these Credit Ratings
(ratings) is stable. Concurrently, AM Best has withdrawn these
ratings at the request of the company to no longer participate in
AM Best's interactive rating process. Both companies are known
collectively as American Federated Insurance Companies and are
domiciled in Flowood, MS.
The ratings of AFLIC and AFIC reflect their balance sheet
strengths, which AM Best assesses as very strong, as well as their
adequate operating performances, limited business profiles and
marginal enterprise risk managements. The ratings also reflect the
drag from their parent holding company, First Tower Finance Company
LLC (First Tower Finance).
The American Federated Insurance Companies are indirect, wholly
owned subsidiaries of First Tower Finance, a multiline specialty
finance company. Prospect Capital Corporation [NASDAW: PSEC] has
majority ownership in First Tower Finance and its subsidiaries.
AFLIC and AFIC provide various credit insurance coverages for
individuals that have personal loans originated by the consumer
finance subsidiaries of First Tower Finance.
The drag on the ratings of AFIC and AFLIC reflects the high
interest expenses and considerable financial leverage with a
deficit in members' equity at First Tower Finance.
The stable outlooks of AFIC and AFLIC reflect AM Best's expectation
that both companies will maintain adequate operating results and
very strong balance sheet assessment, while the negative impact of
First Tower Finance will continue.
AMERICAN RESOURCES: Reports Net Loss of $6.6 Million in Fiscal Q2
-----------------------------------------------------------------
American Resources Corporation filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $6,600,752 on $4,095 of total revenue for the three
months ended June 30, 2024, as compared to a net loss of $7,821,016
on $2,000,689 of revenue for the three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $13,545,365 on $98,114 of total revenue, compared to a net
loss of $10,683,840 on $10,869,145 of total revenue for the same
period in 2023.
As of June 30, 2024, the Company had cash and cash equivalents of
$800,989 and total working capital deficit of $22,093,540. For the
six months ended June 30, 2024, the Company incurred an operating
loss of $5,654,074 and used cash flows in operating activities from
continuing operations of $3,897,532.
As of June 30, 2024, the Company had $195,519,282 in total assets,
$241,135,129 in total liabilities, and $45,615,847 in total
stockholders' deficit.
Mark Jensen, Chairman and CEO of American Resources Corporation
commented on the financial results and provided business outlook,
saying, "We continue to see tremendous success and momentum in
establishing our strategic positioning within our addressable
markets. Our strategic focus continues to be on positioning and
preparing our businesses for growth as separate, standalone
companies, and we have been putting the pieces in place and have
begun executing on that plan as we have previously discussed, and
which is consistent with our Strategic Committee's plan of action
to better unlock the value of American Resources. These steps
include securing the appropriate growth capital to scale operations
while also building word-class teams around each business. We
recently updated the name of American Carbon to American
Infrastructure Corporation to better reflect a more diversified
resource mix to supply the global infrastructure markets such as
our recent iron ore acquisition. Our growth capital for American
Infrastructure is largely supported by the closing of the
previously announced $45 million tax-exempt bond offering for
Wyoming County Coal (WCC). Additionally, we recently executed a
lease on our McCoy Elkhorn complex with a well proven operator to
bring production back online this year. Both WCC and McCoy Elkhorn
are first class facilities able to produce premium mid vol and high
vol carbon for the global steel markets. Development of the WCC
complex continues to progress and we are confident we will be
producing from its first deep mine later this year as well.
Nonetheless, advancing WCC's development and bringing McCoy Elkhorn
back online puts the entire carbon platform in a much stronger
position as one of the last U.S.-based metallurgical carbon growth
platforms as it prepares for its own public listing."
Mr. Jensen continued, "ReElement Technologies continues to position
its breakthrough technology as the world's leading solution for
efficient critical mineral refining. We benefit from decades of
research, development and commercialization in other industries
that enable us to produce ultra-pure critical minerals at a low and
competitive cost and with high throughput. The efficient attributes
of our technology include environmental safety, flexibility to
various feedstocks, and modularly scalable which allow us to
efficiently and collaboratively deploy refining capacity to bridge
upstream mining and recycling with downstream manufacturing almost
anywhere in the world. As we continue to execute, it is becoming
more evident that our solution stands by itself and continues to
separate itself as the most efficient solution to unlock value for
strategic and financial partners, while securing our energy and
national security. We very recently closed on a successful $150
million tax-exempt bond offering to fund the development of our
Kentucky Lithium refining facility which will position ReElement at
the U.S.'s largest and most efficient producer of battery-grade
lithium, and we are currently working on similar non-dilutive
growth capital for our Marion, Indiana Advanced Technology Center.
The critical and rare earth elements we refine today are imperative
to operate our modern-day technology including electric vehicles,
clean energy and defense applications. With our substantial asset
base, our breakthrough technology and best-in-class team, we are in
a tremendous position to execute upon our mission and create
substantial value for our shareholders."
"Lastly, we continue to position American Metals as an aggregator
and processor of recycled feedstocks to feed into ReElement
Technologies. American Metals is in a unique position to leverage
ReElement's leading refining capabilities to handle the
preprocessing step of end-of-life and off-spec batteries and
magnets which also will enhance ReElement's long-term margin
profile. Our recent announcement to merge American Metals with the
special purpose acquisition company, AI Transportation Acquisition
Corp, further demonstrates our strategic plan of action of
separating certain subsidiaries into standalone entities to drive
growth and value for our shareholders under a more focused
structure. As we continue to execute on our strategic plan,
American Resource will continue to evolve by leveraging the unique
capabilities and positioning of our current operating company's
assets to diversify into other critical mineral and infrastructure
resources to support energy transition and national security."
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/yj4nkm5k
About American Resources Corp
American Resources Corporation operates through subsidiaries that
were formed or acquired in 2020, 2019, 2018, 2016, and 2015 for the
purpose of acquiring, rehabilitating, and operating various natural
resource assets, including coal used in the steel-making and
industrial markets, critical and rare earth elements used in the
electrification economy, and aggregated metal and steel products
used in the recycling industries.
Lakewood, Colo.-based BF Borgers CPA PC, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated April 15, 2024, citing that the Company has suffered
recurring losses from operations, has a significant accumulated
deficit, and has continued to experience negative cash flows from
operations. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
On May 3, 2024, the Audit Committee of the Company's Board of
Directors approved the dismissal of BF Borgers as its independent
registered public accounting firm. This decision followed charges
by the Securities and Exchange Commission against the firm and its
owner, Benjamin F. Borgers, for deliberate and systemic failures to
comply with Public Company Accounting Oversight Board (PCAOB)
standards. The charges included falsifying audit documentation,
misrepresenting compliance with PCAOB standards, and fabricating
audit reports. Borgers agreed to a $14 million civil penalty and
permanent suspension from practicing before the Commission.
On May 10, 2024, the Audit Committee approved the appointment of
GBQ Partners LLC as the Company's new independent public accounting
firm, effective immediately.
AMERIFIRST FINANCIAL: Seeks to Extend Plan Exclusivity to Nov. 18
-----------------------------------------------------------------
AmeriFirst Financial, Inc., and Phoenix 1040 LLC asked the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusivity periods to file a plan of reorganization and obtain
acceptance thereof to November 18, 2024 and January 16, 2025,
respectively.
Here, causes exists to extend the Exclusive Periods. First, the
Debtors continue to make good-faith progress. Early on in these
cases, the Debtors obtained approval to continue certain business
operations in the ordinary course. The Debtors also consummated a
sale of the bulk of their commercial line of business. In addition,
the Debtors recently concluded the sale of their most valuable
asset, their mortgage servicing rights (the "MSR Sale").
In connection therewith, the Debtors worked with a variety of
parties, including Ginnie Mae, Fannie Mae and Freddie Mac to ensure
the Debtors obtained all necessary approvals prior to the "Transfer
Date" at which point additional sale proceeds were to be paid into
the estates. The Debtors also obtained final approval of a debtor
in possession financing provided by RCP Credit Opportunities Fund
Loan SPV (Fund III), L.P. and RCP Customized Credit Fund (Fund
IV-A), L.P. (collectively, "RCP").
Finally, the Debtors sought and obtained a bar date order setting
the deadline for creditors to file proofs of claim in these cases.
The Debtors have recently resolved open issues with certain
creditors relating to contract rejection and asserted
administrative claims.
Second, the requested extensions have a legitimate purpose and will
not pressure creditors to accede to the Debtors' demands. The
Debtors are not seeking to delay these chapter 11 cases by
requesting the relief sought herein. Rather, the Debtors intend to
use the extensions of the Exclusive Periods to ultimately seek
confirmation of a plan of liquidation and exit chapter 11 in a
timely manner, without the unnecessary costs and distraction of a
competing plan process.
Lastly, creditors will not be prejudiced by extending the Exclusive
Periods. The Debtors seek to extend the Exclusive Periods to enable
them to maximize the value of their estates through consummation of
a plan of liquidation. All stakeholders would benefit from the
continued stability and predictability of having the Debtors as the
sole plan proponents, and the Debtors will continue to work
constructively with their creditors and all parties in interest to
resolve any outstanding issues on a consensual basis whenever
possible.
Counsel for the Debtors:
Laura Davis Jones, Esq.
David M. Bertenthal, Esq.
Timothy P. Cairns, Esq.
Pachulski Stang Ziehl & Jones, LLP
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington, DE 19899
Telephone: (302) 652-4100
Facsimile: (302) 652-4400
Email: ljones@pszjlaw.com
About AmeriFirst Financial
AmeriFirst Financial, Inc., is a mid-sized independent mortgage
company in Mesa, Ariz.
AmeriFirst and its affiliate Phoenix 1040, LLC, filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 23-11240) on Aug. 24, 2023.
In the petitions signed by T. Scott Avila, chief restructuring
officer, each Debtor disclosed between $50 million and $100million
in both assets and liabilities.
Judge Thomas M. Horan oversees the cases.
The Debtors tapped Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones, LLP as bankruptcy counsel; and Paladin Management
Group, LLC as restructuring advisor. Omni Agent Solutions, Inc., is
the claims, noticing and administrative agent.
On Sept. 15, 2023, the Office of the United States Trustee
appointed an official committee of unsecured creditors. The
committee tapped Morris, Nichols, Arsht & Tunnell LLP as its
counsel.
ARCH THERAPEUTICS: Raises $120,000 in 6th Convertible Notes Closing
-------------------------------------------------------------------
Arch Therapeutics, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that on August 19,
2024, the Company consummated a sixth closing of the Convertible
Notes Offering pursuant to the terms and conditions of the SPA with
certain institutional and accredited individual investors who have
previously purchased secured promissory notes from the Company,
providing for the issuance and sale by the Company to the Investors
2024 First Notes convertible into shares of Common Stock. The 2024
First Notes were issued as part of the Convertible Notes Offering
previously authorized by the Company's board of directors. In
connection with the Sixth Closing of the Convertible Notes
Offering, the Company issued and sold to the Investors 2024 First
Notes in the aggregate principal amount of $120,000, which includes
an aggregate $20,000 original issue discount in respect of the 2024
First Notes. The net proceeds for the sale of the 2024 First Notes
was approximately $100,000, after deducting issuance discounts. The
Sixth Closing of the sale of the 2024 First Notes under the SPA
occurred on August 19, 2024.
Use of Proceeds
The Company intends to use the net proceeds from the Convertible
Notes Offering primarily for working capital and general corporate
purposes, and has not allocated specific amounts for any specific
purposes.
2024 First Notes
The 2024 First Notes become due and payable on September 15, 2024
and may be prepaid provided that an Event of Default has not
occurred. The 2024 First Notes bear interest on the unpaid
principal balance at a rate equal to 10% (computed on the basis of
the actual number of days elapsed in a 360-day year) per annum
accruing from the Sixth Closing Date until the 2024 First Notes
become due and payable at maturity or upon their conversion,
acceleration or by prepayment, and may become due and payable upon
the occurrence of an Event of Default under the 2024 First Notes.
Any amount of principal or interest on the 2024 First Notes which
is not paid when due shall bear interest at the rate of the lesser
of (i) 18% per annum or (ii) the maximum amount allowed by law from
the due date thereof until payment in full.
The 2024 First Notes issued in connection with the Sixth Closing
are convertible into an aggregate of 240,000 shares of Common Stock
at the option of the holder of the 2024 First Notes from the Sixth
Closing Date at the Conversion Price through the later of (i) the
Maturity Date and (ii) the date of payment of the Default Amount;
provided, however, the 2024 First 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 Company 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 Company's Common Stock immediately
after giving effect to the Conversion; and provided further, the
Holder, upon notice to the Company, may increase or decrease the
Note Ownership Limitation; provided that (i) the Note Ownership
Limitation may only be increased to a maximum of 9.99% of the
outstanding shares of the Company's Common Stock; and (ii) any
increase in the Note Ownership Limitation will not become effective
until the 61st day after delivery of such waiver notice. The 2024
First Notes issued in connection with the First Closing, Second
Closing, Third Closing, Fourth Closing, Fifth Closing and Sixth
Closing are convertible into an aggregate of 5,748,000 shares of
Common Stock.
The initial conversion price of the 2024 First Notes shall be equal
to $0.50 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, then the Company is obligated to pay such 2024 First
Note Holders $5,000 per day in cash for each day beyond the
Deadline.
The 2024 First Notes contains customary events of default, which
includes, among other things, (i) the Company's failure to pay when
due any principal or interest payment under the 2024 First Notes;
(ii) the insolvency of the Company; (iii) delisting of the
Company's Common Stock; (iv) the Company's breach of any material
covenant or other material term or condition under the 2024 First
Notes; and (v) the Company's breach of any representations or
warranties under the 2024 First Notes which cannot be cured within
five days. Further, Events of Default under the 2024 First Notes
also include (i) the unavailability of Rule 144 on or after six
months from the Issue Date (as defined therein); (ii) the Company's
failure to deliver the shares of Common Stock to the 2024 First
Note Holders upon exercise by such Holder of its conversion rights
under the 2024 First Notes; (iii) the Company's loss of the "bid"
price for its Common Stock and/or a market and such loss is not
cured during the specified cure periods; and (iv) the Company's
failure to complete an uplist to a National Exchange by September
15, 2024.
Upon an Event of Default, the 2024 First Notes shall become
immediately due and payable and the Company shall pay the 2024
First Note Holders an amount equal to 125% multiplied by the sum of
the outstanding principal amount of the 2024 First Notes plus any
accrued and unpaid interest on the unpaid principal amount of the
2024 First Notes to the date of payment, plus any Default Interest
and any other amounts owed to the Holder under the SPA (the
"Default Amount"); provided that, upon any subsequent Event of
Default not in connection with the first Event of Default, the
Holder shall be entitled to an additional 5% to the Default Premium
for each subsequent Event of Default. At the election of each 2024
First Note Holder, the Default Amount may be paid in cash or shares
of Common Stock equal to the Default Amount divided by the
Conversion Price at the time of payment.
Upon the closing of the transaction that results in the uplist of
the Common Stock to a National Exchange, 100% of the then
outstanding principal amount of the 2024 First Notes shall
automatically convert into shares of Common Stock, with the
conversion price for purposes of such Automatic Conversion being
$0.515625 per share. Upon the Automatic Conversion and to the
extent that the beneficial ownership of the Holders of 2024 First
Notes would increase over the applicable Note Ownership Limitation,
the Holder will receive pre-funded warrants in lieu of shares of
Common Stock otherwise issuable to the Holder in connection with
the Automatic Conversion, which 2024 Note Conversion Pre-Funded
Warrants shall have an exercise price of $0.000125 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 Automatic Conversion,
the Holder shall receive a 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 Automatic Conversion. The Uplist
Conversion Warrant shall have an exercise price per share of $0.50
and shall otherwise be identical to the warrants (other than
pre-funded warrants) sold pursuant to the securities purchase
agreement dated November 8, 2023, as amended. The Company also
agreed in the 2024 First Notes to file no later than 60 days after
the closing of an uplist to a National Exchange 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 Uplist Conversion Warrants and certain other warrants
for newly issued warrants identical to the warrants being sold in
the offering that results in the uplist to a National Exchange,
which warrants are expected to be listed under the symbol "ARTHW."
The 2024 First Notes issued in connection with the Fourth Closing,
Fifth Closing, and Sixth Closing will be senior in priority to the
2024 First Notes previously issued in connection with the First
Closing, Second Closing, and Third Closing, and the notes
previously issued pursuant to the Securities Purchase Agreement,
dated as of July 6, 2022, by and among the Company and each of the
parties listed on the signature pages thereto.
Registration Rights Agreement
On the Initial Closing Date, the Company entered into a
Registration Rights Agreement with the Investors, pursuant to which
the Company is obligated, subject to certain conditions, to file
with the Securities and Exchange Commission within 60 days after
the Initial Closing Date one or more registration statements to
register the Conversion Shares for resale under the Securities Act
of 1933, as amended. The Company's failure to satisfy certain
filing and effectiveness deadlines with respect to a Resale
Registration Statement and certain other requirements set forth in
the Registration Rights Agreement may subject the Company to
payment of monetary penalties.
Security Agreement
In connection with the issuance of the 2024 First Notes, the
Company entered into a Security Agreement with the Collateral Agent
on behalf of the Investors on the Initial Closing Date, pursuant to
which the Company and each of its subsidiaries provided as
collateral to the Investors a security interest in, and a lien on,
substantially all of the Debtors. Upon an Event of Default under
the 2024 First Note, each Investor may exercise its rights to the
collateral pursuant to the terms of the Security Agreement.
IP Security Agreement
In connection with the issuance of the 2024 First Notes, the
Company also entered into an Intellectual Property Security
Agreement with the Collateral Agent on behalf of the Investors on
the Initial Closing Date, pursuant to which the Company and each of
its subsidiaries provided as collateral to the investors a security
interest in, and a lien on, substantially all of the IP Debtors.
Upon an Event of Default under the 2024 First Notes, each Investor
may exercise its rights to the collateral pursuant to the terms of
the Security Agreement.
Certain Restrictions on Activities
The SPA contains certain restrictions on the Company's ability to
conduct subsequent sales of its equity securities and certain
business activities. In particular, subject to certain customary
exemptions, from the Initial Closing Date, until 30 days after the
Resale Registration Statement goes effective, the Company shall not
file any registration statement with respect to the Company's
Common Stock.
The issuance and sale of the 2024 First Notes have not been, and
will not upon issuance be, registered under the Securities Act, and
the 2024 First Notes may not be offered or sold in the United
States absent registration under or exemption from the Securities
Act and any applicable state securities laws. The Securities will
be issued and sold in reliance upon an exemption from registration
afforded by Section 4(a)(2) of the Securities Act and Rule 506(b)
promulgated under Securities Act based on the following facts: each
of the Investors has represented that it is an accredited investor
as defined in Rule 501 promulgated under the Securities Act; that
it is acquiring the Securities for its own account and not with a
view towards, or for resale in connection with, the public sale or
distribution thereof in violation of applicable securities; the
Company used no advertising or general solicitation in connection
with the issuance and sale of the 2024 First Notes to the
Investors; and the Securities will be issued as restricted
securities.
About Arch Therapeutics Inc.
Framingham, Mass.-based Arch Therapeutics, Inc. is a biotechnology
company developing and marketing 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.
ARENA GROUP: Reports Net Loss of $8.2 Million in Fiscal Q2
----------------------------------------------------------
The Arena Group Holdings, Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $8.2 million on $27.2 million of total revenues for the
for the three months ended June 30, 2024, compared to a net loss of
$19.5 million on $34.1 million of total revenues for the three
months ended June 30, 2023.
For the six months ended, the Company reported a net loss of $111.5
million on $56.1 million of revenues, compared to a net loss of
$38.9 million on $62.5 million of revenues for the same period in
2023.
As of June 30, 2024, the Company had $113.4 million in total
assets, $270.4 million in total liabilities, $168,000 in total
mezzanine equity, and $157.2 million in total stockholders'
deficiency.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/taukju7z
About The Arena Group
Headquartered in New York, The Arena Group Holdings, Inc. --
www.thearenagroup.net -- is a media company that leverages
technology to build deep content verticals powered by anchor brands
and a best-in-class digital media platform, empowering publishers
who impact, inform, educate, and entertain. The Company's strategy
focuses on key subject matter verticals where audiences are
passionate about a topic category (e.g., sports and finance). By
leveraging the strength of its core brands, the Company aims to
grow its audience and increase monetization both within its core
brands and for its media publisher partners. Arena Group Holdings
owns and operates TheStreet, The Spun, Parade, and Men's Journal,
and powers more than 320 independent Publisher Partners, including
the many sports team sites that comprise FanNation.
Arena Group Holdings reported a net loss of $55.6 million for the
year ended December 31, 2023, compared to a net loss of $70.9
million for the year ended December 31, 2022.
New York, NY-based Marcum LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated April 1,
2024, citing that the Company has a significant working capital
deficiency, has incurred significant losses, and may need to
restructure its debt to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
ASM GLOBAL: S&P Withdraws 'B' ICR Following Acquisition by Legends
------------------------------------------------------------------
S&P Global Ratings withdrew all its ratings on ASM Global Parent
Inc. and its debt, including its 'B' issuer credit rating,
following the completion of its acquisition by Legends Hospitality
LLC (not rated) and the full repayment of its existing debt. At the
time of withdrawal, the rating outlook was stable.
ASPIRA WOMEN'S: Registers 1MM More Shares Under 2019 Incentive Plan
-------------------------------------------------------------------
Aspira Women's Health Inc. filed a Registration Statement on Form
S-8 with the U.S. Securities and Exchange Commission for the
purpose of registering an additional 1,000,000 shares of the
Company's common stock, par value $0.001 per share issuable under
the Company's 2019 Stock Incentive Plan.
A full-text copy of the Registration Statement is available at:
https://tinyurl.com/3d6vuby3
About Aspira Women's Health
Formerly known as Vermillion, Inc., Aspira Women's Health Inc. --
http://www.aspirawh.com-- is dedicated to the discovery,
development, and commercialization of noninvasive, AI-powered tests
to aid in the diagnosis of gynecologic diseases. OvaWatch and
Ova1Plus are offered to clinicians as OvaSuiteSM. Together, they
provide a comprehensive portfolio of blood tests to aid in the
detection of ovarian cancer for the 1.2+ million American women
diagnosed with an adnexal mass each year. OvaWatch provides a
negative predictive value of 99% and is used to assess ovarian
cancer risk for women where initial clinical assessment indicates
the mass is indeterminate or benign, and thus surgery may be
premature or unnecessary. Ova1Plus is a reflex process of two
FDA-cleared tests, Ova1 and Overa, to assess the risk of ovarian
malignancy in women planned for surgery.
Boston, Massachusetts-based BDO USA, P.C., the Company's auditor
since 2012, issued a "going concern" qualification in its report
dated March 29, 2024, citing that the Company has suffered
recurring losses from operations and expects to continue to incur
substantial losses in the future, raising substantial doubt about
its ability to continue as a going concern.
Aspira Women's Health reported a net loss of $16.69 million for the
year ended December 31, 2023, compared to a net loss of $29.88
million for the year ended December 31, 2022.
ASSETTA ENTERPRISES: Hires Beagan Law Office as Special Counsel
---------------------------------------------------------------
Assetta Enterprises, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Massachusetts to hire Beagan Law Office,
LLC as special counsel.
The firm will provide legal counsel and advice in a trial in the
matter of Asseta Enterprises, Inc. d/b/a/ Pini's Pizzeria v. The
Pelrine, LLC.
The firm will be paid at these rates:
Sean M. Beagan, Esq. $300 per hour
Associate Attorney $200 per hour
Law Clerk $100 per hour
Sean Beagan, Esq., principal at Beagan Law Office, assured the
court that his firm is a "disinterested person" within the meaning
of 11 U.S.C. Sec. 101(14) and does not hold or represent any
interest materially adverse to the interest of the Debtor.
The firm can be reached through:
Sean Beagan, Esq.
Beagan Law Office, LLC
Zero Governors Avenue, Unit 33
Medford,MA 02155
Tel: (781) 393-9948
Email: sbeagan@beaganlaw.com
About Assetta Enterprises
Assetta Enterprises, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Mass. Case No.
24-11594) on August 7, 2024, with up to $50,000 in assets and up to
$1 million in liabilities.
Laurel E. Bretta, Esq. at Bretta Law Advisors, P.C. represents the
Debtor as bankruptcy counsel.
AVALON GLOBOCARE: Posts $2.1 Million Net Loss in Fiscal Q2
----------------------------------------------------------
Avalon Globocare Corp. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $2,132,026 for the for the three months ended June 30, 2024,
compared to a net loss of $2,747,057 for the three months ended
June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $3,499,539, compared to a net loss of $5,666,801 for the
same period in 2023.
The Company had a working capital deficit of approximately
$7,880,000 at June 30, 2024 and had incurred recurring net losses
and generated negative cash flow from operating activities of
approximately $3,500,000 and $1,998,000 for the six months ended
June 30, 2024, respectively.
The Company has a limited operating history and its continued
growth is dependent upon the continuation of generating rental
revenue from its income-producing real estate property in New
Jersey and income from equity method investment through its 40%
interest in Lab Services MSO and obtaining additional financing to
fund future obligations and pay liabilities arising from normal
business operations. In addition, the current cash balance cannot
be projected to cover the operating expenses for the next twelve
months from August 19, 2024, the release date of the Company's
Quarterly Report on Form 10-Q. These matters raise substantial
doubt about the Company's ability to continue as a going concern.
The ability of the Company to continue as a going concern is
dependent on the Company's ability to raise additional capital,
implement its business plan, and generate significant revenues.
There are no assurances that the Company will be successful in its
efforts to generate significant revenues, maintain sufficient cash
balance or report profitable operations or to continue as a going
concern. The Company plans to raise capital through the sale of
equity to implement its business plan. However, there is no
assurance these plans will be realized and that any additional
financings will be available to the Company on satisfactory terms
and conditions, if any.
As of June 30, 2024, the Company had $19,515,972 in total assets,
$15,099,019 in total liabilities, and $4,416,953 in total equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/2rzdvaju
Avalon Globocare
Headquartered in Freehold, New Jersey, Avalon Globocare --
www.avalon-globocare.com -- is a commercial-stage company dedicated
to developing and delivering innovative, transformative precision
diagnostics and clinical laboratory services. Avalon aims to
establish a leading role in diagnostic testing innovation,
utilizing proprietary technology to deliver precise,
genetics-driven results. The Company also provides laboratory
services, offering a broad portfolio of diagnostic tests, including
drug testing, toxicology, and various other services ranging from
general bloodwork to anatomic pathology and urine toxicology.
New York, NY-based Marcum LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated April
15, 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.
AVON PRODUCTS: Gets Court Nod to Tap Part of $43M DIP Loan
----------------------------------------------------------
Alex Wittenberg of Law reports that a Delaware bankruptcy judge on
Wednesday, August 14, 2o24, greenlighted cosmetics giant Avon
Products Inc.'s request to borrow part of a $43 million financing
package to support itself during its Chapter 11 case.
Latin Lawyer reports that Avon received interim relief to obtain
DIP financing from its Brazilian parent, Natura &Co, while it
attempts to sell its non-US assets to deal with a $1.3 billion debt
pile and a host of talc claims.
About Avon Products
Avon Products Inc. manufactures and markets beauty and related
products in Europe, the Middle East, Africa, south Latin America,
North Latin America, and the Asia Pacific. The company was founded
in 1886 and is headquartered in London, the United Kingdom.
Avon Products, Inc., a U.S.-based non-operational holding company
of the Avon beauty brand, and certain of its U.S. subsidiaries,
including AIO US, Inc., on Aug. 12, 2024, filed voluntary Chapter
11 proceedings in the U.S. Bankruptcy Court for the District of
Delaware to address API's debt and legacy talc liabilities. The
Debtors' cases are pending joint administration under In re AIO US,
Inc., Case No. 24-11836.
Avon's operating businesses outside the U.S. are not part of the
Chapter 11 proceedings, and it is business as usual in Avon's
international markets. The Avon Company, which is the Avon brand in
the U.S., is also not part of the proceedings.
The Debtors estimate their assets and liabilities in the range of
$1 billion to $10 billion.
Weil Gotshal serves as lead counsel; Ankura has been hired as
restructuring advisor; and Rothschild is providing investment
banking and financial advisory services.
* * *
Brazil-based Natura &Co, which acquired majority control of Avon in
2020, has entered into an agreement to purchase the equity
interests in Avon's non-U.S. operations for $125 million in the
form of a credit bid, subject to a Court-supervised auction process
to flush out any higher and better offers. Natura & Co has also
committed up to $43 million of debtor-in-possession financing to
provide sufficient liquidity to fund API's obligations during the
sale process.
AVON PRODUCTS: 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 AIO US,
Inc. and its affiliates.
The committee members are:
1. Deutsche Bank Trust Company Americas
Attn: Rodney Gaughan
1 Columbus Circle, 17th Floor
New York, NY 10019-8735
Phone: 201-593-4016
Email: rodney.gaughan@db.com
2. Occidental Chemical Corporation
Attn: Kallie A. Gallagher
5 Greenway Plaza, Suite 110
Houston, TX 77046
Phone: 713-985-6310
Email: kallie_gallagher@oxy.com
3. Blue Cross and Blue Shield Association
Attn: Brendan Stuhan
750 9th Street NW
Washington, DC 20001
Phone: 202-942-1069
Fax: 202-942-1143
Email: brendan.stuhan@bcbsa.com
4. Katie Lynn Diebolt
c/o Leah C. Kagan, Esq.
Simon Greenstone Panatier, PC
901 Main Street, Suite 5900
Dallas, TX 75202
Phone: 214-276-7680
Email: lkagan@sgptrial.com
5. Jennifer Ann Doyle
Representative for the estate of Jessie A. Smith
c/o Perry Weitz, Esq.
Justine Delaney, Esq.
Weitz & Luxenberg, P.C.
700 Broadway
New York, NY 10003
Phone: 212-558-5500
Fax: 212-344-5461
Email: pw@weitzlux.com
jdelaney@weitzlux.com
6. Karen Hochberg
c/o Joseph Belluck, Esq.
Belluck & Fox
546 Fifth Avenue, 5th Floor
New York, NY 10036
Phone: 212-681-1575
Fax: 212-681-1574
Email: jbelluck@belluckfox.com
7. Rebecca Latterell-Rice
c/o Erik P. Karst, Esq.
Karst & von Oiste LLP
23923 Gosling Road, Suite A
Spring, TX 77389
Phone: 281-970-9988
Fax: 281-970-9856
Email: epk@karstvonoiste.com
8. Marjean K. Pountain
c/o Lisa Nathanson Busch, Esq.
Simmons Hanly Conroy, LLP
112 Madison Avenue, 7th Floor
New York, NY 10016
Phone: 212-257-8482
Email: lbusch@simmonsfirm.com
9. Krista Sieve
c/o Lauren Williams, Esq.
SWMW Law, LLC
701 Market Street, Suite 1000
St. Louis, MO 63101
Phone: 314-480-5180
Fax: 314-932-1566
Email: lauren@swmwlaw.com
10. Patricia Stevens
c/o Marcus Raichle, Esq.
Chris McKean, Esq.
Maune Raichle Hartley French & Mudd, LLC
1015 Locust Street, Suite 1200
St. Louis, MO 63101
Phone: 314-241-2003
Fax: 314-241-4838
Email: mraichle@mrhfmlaw.com
cmckean@mrhfmlaw.com
11. Dianne Tantillo
c/o J. Bradley Smith, Esq.
Dean Omar Branham Shirley, LLP
302 N. Market Street, Suite 300
Dallas, TX 75202
Phone: 214-722-5990
Fax: 214-722-5991
Email: bsmith@dobslegal.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 AIO US and Avon Products
AIO US Inc., Avon Products Inc, and some of its affiliates are
manufacturers and marketers of beauty, fashion, and home products
with operations and customers across the globe.
AIO US sought relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Del. Lead Case No. 24-11836) on Aug. 12, 2024. In the
petition filed by Philip J. Gund as chief restructuring officer,
AIO US disclosed $1 billion to $10 billion in assets and debt.
Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges LLP are
counsel to the Debtors. Ankura Consulting Group LLC serves as
restructuring advisor to the Debtors. Rothschild & Co US Inc is
the Debtors' investment banker and financial advisor. Epiq
Corporate Restructuring LLC acts as claims and noticing agent to
the Debtors.
BC TREE FRUITS: Liquidity Crisis Cues CCAA Filing; A&M as Monitor
-----------------------------------------------------------------
BC Tree Fruits Cooperative ("BCTFC"), BC Tree Fruits Industries
Limited ("BCTF Industries") and Growers Supply Company Limited
("GSC", together with BCTFC and BCTF Industries, "BCTF Group" or
the "Petitioners") were granted an initial order ("Initial Order")
to commence proceedings ("CCAA Proceedings") under the Companies'
Creditors Arrangement Act, as amended ("CCAA"). Pursuant to the
Initial Order, Alvarez & Marsal Canada Inc. was appointed as
monitor ("Monitor") of the business and financial affairs of the
BCTF Group in these CCAA Proceedings.
The Initial Order provides for, among other things, a stay of
proceedings initially expiring on Aug. 23, 2024 ("Stay Period").
The Stay Period may be extended by the Court from time to time. A
copy of the Initial Order and other materials filed in these CCAA
Proceedings are accessible on the Monitor’s website:
https://www.alvarezandmarsal.com/bctreefruits.
The Companies said that they are in the midst of a liquidity crisis
that has been building for many years. These are many factors that
have led to this crisis, including decreasing tree fruit volumes,
an increase in local packing house competition, aging facilities,
aging equipment, market pricing pressures locally and from
Washington state, a reduction in contracted BCTFC growers/members,
and significant impact from a changing climate.
The BCTF Group ceased operations on or around July 25, 2024.
Pursuant to the Initial Order, all persons having oral or written
agreements with the BCTF Group or statutory or regulatory mandates
for the supply of goods and/or services are restrained until
further Order of the Court from discontinuing, altering,
interfering with or terminating the supply of such goods or
services as may be required by the BCTF Group, provided that the
normal prices or charges for all such goods or services received
after the date of the Initial Order are paid by the BCTF Group in
accordance with normal payment practices of the BCTF Group or such
other practices as may be agreed upon by the supplier or service
provider and each of the BCTF Group and the Monitor, or as may be
ordered by the Court.
To date, no claims procedure has been approved by the Court and
creditors are therefore not required to file a proof of claim at
this time. A preliminary list of known creditors is available on
the Monitor’s Website.
If you have any questions regarding the foregoing or require
further information, please consult the Monitor's Website. Should
you wish to speak to a representative of the Monitor, please
contact bctreefruits@alvarezandmarsal.com or 1-877-425-6012.
Court Appointed Monitor:
Todd Martin
Anthony Tillman
Pinky Law
Monica Cheung
Alvarez & Marsal Canada Inc.
Email: tmartin@alvarezandmarsal.com
atillman@alvarezandmarsal.com
pinky.law@alvarezandmarsal.com
monicacheung@alvarezandmarsal.com
Counsel for the Monitor, Alvarez & Marsal Canada Inc.:
Kibben Jackson
Mishaal Gill
Heidi Esslinger
Suzanne Volkow
Fasken Martineau DuMoulin LLP
Email: kjackson@fasken.com
mgill@fasken.com
hesslinger@fasken.com
svolkow@fasken.com
jbeaulieu@fasken.com
richeung@fasken.com
Counsel for the Companies:
Howard Gorman, K.C., Esq.
Candace Formosa, Esq.
Norton Rose Fulbright Canada LLP
Email: howard.gorman@nortonrosefulbright.com
candace.formosa@nortonrosefulbright.com
BC Tree Fruits Cooperative -- https://www.bctreefruits.com/ --
engages in crafting a premium cider using only fruit from growers.
BERGMAN DEVELOPMENT: Seeks to Tap Gravis Law as Bankruptcy Counsel
------------------------------------------------------------------
Bergman Development Partners LLC seeks approval from the U.S.
Bankrutpcy Court for the Western District of Washington to hire
Gravis Law, PLLC as its counsel.
The firm's services include:
(a) providing legal advice with respect to the powers, rights,
and duties of the Debtor and Debtor-in-Possession;
(b) providing legal advice and consultation related to the
legal and administrative requirements of this case;
(c) taking appropriate actions to protect and preserve the
Estate;
(d) preparing appropriate documents and pleadings;
(e) representing the Debtor's interests at the Initial Debtor
Interview, the Meeting of Creditors, any Status Conferences, any
Disclosure Statement Hearing, the Confirmation Hearing, and other
hearings before this Court related to the Debtor;
(f) assisting and advising the Debtor in the formulation,
negotiation, and implementation of a Disclosure Statement and/or
Chapter 11 Plan and all documents related thereto;
(g) assisting and advising the Debtor with respect to
negotiation, documentation, implementation, consummation, and
closing of transactions;
(h) assisting and advising the Debtor with respect to the use
of cash collateral, obtaining financing, and negotiating, drafting,
and seeking approval of any documents related thereto;
(i) reviewing and analyzing claims filed in this case, and
advising and representing the Debtor in connection with objections
to such claims;
(j) assisting and advising the Debtor with respect to
executory contracts and unexpired leases;
(k) coordinating with other professionals employed in the
case;
(l) reviewing and analyzing applications, orders, motions, and
other pleadings and documents filed with the Bankruptcy Court and
advising the Debtor thereon; and
(m) assisting the Debtor in performing such other services as
may be in the interest of the Debtor and the Estate and performing
all other legal services required by the Debtor.
The firm will be paid at these rates:
Amy Wilburn $350 per hour
Paralegals $150 per hour
Amy Wilburn, an attorney at Gravis Law, disclosed in a court filing
that her firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Amy Wilburn, Esq.
GRAVIS LAW, PLLC
7350 Cirque Dr W
University Place, WA 98467
Phone: (253) 525-5714
Email: awilburn@gravislaw.com
About Bergman Development Partners LLC
Bergman Development Partners LLC sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No.
24-11874) on July 29, 2024, listing $1,000,001 to $10 million in
both assets and liabilities.
Judge Christopher M Alston presides over the case.
The Debtors tapped Amy Wilburn, Esq., at Gravis Law, PLLC as
counsel.
BEYOND AIR: Registers 1.7MM Shares for Possible Resale
------------------------------------------------------
Beyond Air, Inc. filed a preliminary prospectus on Form S-3 with
the U.S. Securities and Exchange Commission relating to the
offering and resale of the selling stockholders, Avenue Venture
Opportunities Fund, LP and Avenue Venture Opportunities Fund II, LP
from time to time of up to 1,724,019 shares of Beyond Air's common
stock, par value $0.0001 per share, which are comprised of:
(i) 333,843 shares of common stock issuable to the selling
stockholders upon the exercise of warrants issued to the selling
stockholders pursuant to that certain Loan and Security Agreement,
dated June 15, 2023, including the initial Supplement referenced
therein, by and among the Company, its wholly owned subsidiary,
Beyond Air Ltd., Avenue Capital Management II, L.P., as
administrative agent and collateral agent, Avenue Venture
Opportunities Fund, L.P., as a lender, and Avenue Venture
Opportunities Fund II, L.P., as a lender, as amended by that
certain First Amendment to Loan Documents, dated June 21, 2024;
and
(ii) 1,390,176 shares of Beyond Air's common stock issuable to
the selling stockholders upon conversion of up to $3,000,000 of the
outstanding principal amount under the senior secured term loans
issued by the Company pursuant to the Loan and Security Agreement,
calculated by dividing such total aggregate convertible amount by
130% of the exercise price of certain of the Warrants as of the
date of this prospectus (i.e., $1.66), or $2.158.
The Warrants were issued to the selling stockholders in reliance
upon the exemption from the registration requirements in Section
4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of
Regulation D promulgated thereunder. Beyond Air is registering the
offer and resale of the Shares to satisfy the provisions of the
Loan and Security Agreement, pursuant to which the Company agreed
to register the resale of the Shares.
The Company not selling any shares of its common stock under this
prospectus and will not receive any of the proceeds from the sale
of the Shares by the selling stockholders. It will, however,
receive the net proceeds of any Warrants exercised for cash.
The selling stockholders may sell or otherwise dispose of the
Shares in a number of different ways and at varying prices.
Beyond Air's common stock is listed on The Nasdaq Capital Market
under the symbol "XAIR". On August 19, 2024, the last reported sale
price of common stock on The Nasdaq Capital Market was $0.514 per
share.
A full-text copy of the preliminary prospectus is available at:
https://tinyurl.com/42jvuar4
About Beyond Air
Headquartered in Garden City, NY, Beyond Air, Inc. --
www.beyondair.net -- is a commercial-stage medical device and
biopharmaceutical company developing a platform of nitric oxide
("NO") generators and delivery systems (the "LungFit platform")
capable of generating NO from ambient air. The Company's first
device, LungFit PH received premarket approval from the FDA in June
2022. The NO generated by the LungFit PH system is indicated to
improve oxygenation and reduce the need for extracorporeal membrane
oxygenation in term and near-term (>34 weeks gestation) neonates
with hypoxic respiratory failure associated with clinical or
echocardiographic evidence of pulmonary hypertension in conjunction
with ventilatory support and other appropriate agents.
East Hanover, New Jersey-based Marcum LLP, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated June 24, 2024, citing that the Company has incurred
significant losses and needs to raise additional funds to meet its
obligations and sustain its operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
BIOLINERX LTD: To Hold Annual Shareholders' Meeting on Oct. 1
-------------------------------------------------------------
BioLineRx Ltd. disclosed in a Form 6-K Report filed with the U.S.
Securities and Exchange Commission that it will hold an Annual
Meeting of Shareholders on October 1, 2024, at 3:00 p.m. (Israel
time), at the Company's office, Modi'in Technology Park, 2
HaMa'ayan Street, Modi'in 7177871, Israel.
The Annual Meeting will be held for the following purposes:
1. To approve the re-election of Dr. Avraham Molcho, Mr. Gal
Cohen and Mr. Rami Dar as Class I directors, each to serve until
the Company's annual general meeting of shareholders to be held in
2027, and until their respective successors have been duly elected
and qualified;
2. To approve the grant of options to purchase American
Depositary Shares, each representing 15 ordinary shares of the
Company, to certain directors of the Company who shall serve in
such capacity immediately following the Meeting;
3. To approve an increase in the Company's authorized share
capital, and to amend the Company's Articles of Association
accordingly; and
4. To approve the reappointment of Kesselman & Kesselman,
Certified Public Accountants (Isr.), a member firm of
PricewaterhouseCoopers International Limited, as the Company's
independent registered public accounting firm for the year ending
December 31, 2024, and until the Company's next annual general
meeting of shareholders, and to authorize the Audit Committee of
the Board of Directors to fix the compensation of said auditors in
accordance with the scope and nature of their services.
In addition, at the Meeting, representatives of the Company's
management will be available to review and discuss the Company's
financial statements for the year ended December 31, 2023.
About BioLineRx Ltd.
Headquartered in Modi'in, Israel, BioLineRx is a commercial-stage
biopharmaceutical company focused on developing life-changing
therapies in oncology and rare diseases.
Tel Aviv, Israel-based Kesselman & Kesselman, the Company's auditor
since 2003, issued a "going concern" qualification in its report
dated March 26, 2024, citing that the Company has suffered
recurring losses from operations and has cash outflows from
operating activities, indicating a material uncertainty that may
cast significant doubt about its ability to continue as a going
concern.
BioLineRx recorded net losses of $27.1 million in 2021, $25 million
in 2022 and $60.6 million in 2023. As of March 31, 2024, the
Company had $51.6 million in total assets, $38.54 million in total
liabilities, and a total equity of $13.06 million.
BLUM HOLDINGS: $24.8M Blum Santa Ana Sale Fuels Q2 Net Income
-------------------------------------------------------------
Blum Holdings, Inc. announced its financial results for the second
quarter ended June 30, 2024. These results not only reflect strong
financial performance but also underscore the effectiveness of the
Company's ongoing strategic restructuring, debt reduction, and
operational streamlining.
Second Quarter 2024 Highlights:
* Transformative Sale of Blum Santa Ana: In June 2024, the
Company completed the sale of its controlling interest in People's
First Choice, LLC, which owns and operates the Blum Santa Ana
dispensary, to Haven Nectar LLC. This sale, a pivotal move in the
Company's restructuring strategy, provided $24.8 million in total
consideration, including $9 million in cash and $15.8 million in
assumed liabilities. The transaction significantly bolstered its
balance sheet, eliminating an estimated $37.9 million in
liabilities and contributing to a total liability reduction of
approximately $63.3 million since December 31, 2021. This
transaction resulted in a $31.7 million non-cash gain, or $3.46 per
share.
* Robust Financial Turnaround: As a direct result of this
transaction, Blum Holdings achieved a net income of $23.4 million
for the second fiscal quarter of 2024. This marks a significant
shift from the Company's prior financial position and highlights
the effectiveness of the Company's management team. While the
Company's Adjusted EBITDA for the quarter was a loss of $3.7
million, this figure excludes the one-time gain from the sale and
other non-cash items, reflecting the Company's continued focus on
operational efficiency
* Continued Focus on Core Assets: The Company's strategy to
optimize its asset portfolio continued with the agreement to sell
The Spot, its other Santa Ana retail dispensary. Additionally, the
Company successfully launched operations at three new dispensaries
in Northern California, beginning in May 2024 and contributing $2.1
million in revenue through June 30, 2024. These efforts are part of
its broader strategy to focus on higher-performing assets and
expand its presence in key markets.
* Improved Financial Position and Margins: Blum Holdings
reported $7.2 million in total revenue for the quarter, including
$2.1 million in revenue from the three new dispensaries in Northern
California and $3.5 million from discontinued operations, an
increase from $6.9 million in the previous quarter. Its gross
margin, although slightly down to 42% from 45% in the first fiscal
quarter of 2024 due to initial discounting at new locations, is
expected to improve as the Company refine its pricing strategies.
* Expense Reduction and Debt Management: Since August 2022
when new management took over, Blum Holdings has made substantial
progress in reducing both operating expenses and overall
liabilities. As of June 30, 2024, the Company's debt stood at $9.4
million, which includes the debt assumed with the new Northern
California dispensaries, down from $29.1 million at the end of 2023
and significantly lower than $55.8 million at the end of 2021. This
83% reduction in debt over the past three years highlights the
Company's disciplined approach to financial management.
Additionally, lease liabilities have been reduced by nearly 58% to
$4.1 million since the 2023 year-end, continuing the Company's
strategy to streamline operations and reduce financial burdens.
* Comparative Financial Improvement: In August 2022, Blum
Holdings faced a total liability burden of $125.3 million, as
reported on December 31, 2021. By the end of 2023, the Company had
successfully reduced this figure to $77.8 million, and as of June
30, 2024, the Company has further decreased its total liabilities
to $62.1 million. This reduction along with a focus on high-margin
products reflects the Company's commitment to strategic asset
management, cost efficiency, and the elimination of underperforming
operations. Furthermore, the Company's gross profit margin has
improved significantly from 25% in 2021 to 53% by the end of 2023,
with continued steady performance into 2024, underscoring the
success of the Company's operational initiatives.
Patty Chan, Chief Financial Officer of Blum Holdings, stated: "The
sale of Blum Santa Ana along with our financial results this
quarter are not just financial milestones; they mark the
culmination of the transformative journey the Company began in
August 2022. The Company faced significant challenges—a broken
culture, excessive debt, underperforming assets, and a need for
strategic clarity. Through disciplined execution and consistent
hard work, the Company have reduced our debt, streamlined our
operations, and positioned Blum Holdings for sustained growth and
profitability. Our success in executing these strategies, despite
limited capital, is a testament to the dedication and expertise of
our management team."
Sabas Carrillo, Chief Executive Officer of Blum Holdings, added:
"With the new stores, Blum Holdings is beginning to capitalize on
new opportunities in the California cannabis market. Our
streamlined operations, reduced debt load, and expanded retail
footprint provide a robust platform for sustained growth and
profitability. As we approach the two-year anniversary of when our
team took over, I believe we have achieved a strong track record of
being responsible stewards of the assets and investments entrusted
to us. We deeply appreciate the support of our partners who joined
us at the beginning, our new partners and those who may be joining
us. Their confidence in our vision and capabilities reinforces our
commitment to driving long-term value for all stakeholders. We are
confident that our strategic focus and operational discipline will
continue to drive value for our shareholders as we move forward."
About Blum Holdings
Blum Holdings, Inc., headquartered in Santa Ana, California, is a
cannabis company engaged in retail and distribution across
California. The company focuses on providing high-quality medical
and adult-use cannabis products and is known for its Korova brand,
which offers high-potency products in various categories. Blum
Holdings operates several dispensaries, including Blum OC in Orange
County, and locations under The Spot and Blum brands in Santa Ana,
Oakland, and San Leandro.
As of April 15, 2024, Marcum LLP, based in Costa Mesa, California,
and the company's auditor since 2018, issued a "going concern"
qualification. The report indicated a significant working capital
deficiency, substantial losses, and the need for additional funds
to meet obligations and sustain operations, raising substantial
doubt about the company's ability to continue as a going concern.
BURGERFI INTL: Secures $2.5MM Advance Under New Credit Agreement
----------------------------------------------------------------
As previously disclosed, BurgerFi International, Inc., Plastic
Tripod, Inc., the other subsidiaries of the Company party thereto,
and TREW Capital Management Private Credit 2 LLC, as the sole
lender and as administrative agent and collateral agent, are
parties to that certain Credit Agreement dated as of December 15,
2015, as amended from time to time, the Existing Credit Agreement.
BurgerFi International, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on August 9,
2024, the Company entered into an Emergency Protective Advance
Agreement with the Credit Parties, the Senior Secured Lender
Parties, and CP7 Warming Bag, LP, pursuant to which the Senior
Secured Lender agrees to make a protective advance to the Borrowers
in the amount of $2,500,000. Pursuant to the Advance Agreement,
Borrowers agreed to obtain one or more executed Letters of Intent
providing for the entry into a transaction or transactions with
proceeds sufficient to pay the Borrowers' obligations to the Senior
Secured Lender under the Credit Agreement in full. The Advance
Agreement further requires that (a) each LOI must be received by no
later than August 28, 2024, (b) a definitive agreement with respect
to such LOI must be executed within seven days after receipt of the
LOI, and (c) other than in certain circumstances set forth in the
Advance Agreement, closing on the definitive agreement must occur
within sixty (60) days of the execution of same. The Advance
Agreement also includes an acknowledgment by the Credit Parties and
the Junior Lender of first priority security interests in the
collateral and pledged equity granted to the Senior Administrative
Agent for the benefit of the Senior Secured Lender Parties pursuant
to the Credit Agreement, an acknowledgement by the Credit Parties
regarding the occurrence and continuation of certain events of
defaults as specified in the Advance Agreement, and a release of
certain claims by the Credit Parties.
On August 13, 2024, the Company borrowed the full $2.5 million
available under the Advance Agreement.
About BurgerFi
Headquartered in Fort Lauderdale, Florida, BurgerFi International,
Inc. is a multi-brand restaurant company that develops, markets,
and acquires fast-casual and premium-casual dining restaurant
concepts around the world, including corporate-owned stores and
franchises.
Miami, Florida-based KPMG LLP, the Company's auditor since 2022,
issued a "going concern" qualification in its report dated April
10, 2024, citing that the Company was not in compliance with the
minimum liquidity requirement of its credit agreement, which
constitutes a breach of the credit agreement and an event of
default that raises substantial doubt about its ability to continue
as a going concern.
Net loss for the year ended January 1, 2024, was $30.7 million, as
compared to a net loss of $103.4 million, for the year ended
January 2, 2023. As of April 1, 2024, the Company had $252.61
million in total assets, $200.51 million in total liabilities, and
$52.09 million in total stockholders' equity.
BURGERFI INTL: Three Board Members Resign; New Director, CRO Named
------------------------------------------------------------------
BurgerFi International, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on August 14,
2024, Allison Greenfield, Vivian Lopez-Blanco and Gregory Mann
resigned from the board of directors of the Company, effective
immediately. Their resignations were not a result of any
disagreement with the Company on any matter relating to the
Company's operations, policies or practices.
On the same day, the Board appointed David J. Gordon to the Board
as an independent Class B director, effective immediately, for a
term until his successor is elected and qualified or until his
earlier resignation or removal. Mr. Gordon will be a nominee for
election as a Class B director at the 2027 annual meeting of
stockholders for a three-year term. The Board has also appointed
Mr. Gordon as a member of the following committees of the Board:
Audit Committee, Compensation Committee, and Nominating Committee.
The Board also appointed Jeremy Rosenthal to serve as the Company's
Chief Restructuring Officer, effective immediately.
Mr. Rosenthal, age 48, has served as a partner at Force Ten
Partners, LLC since October 2018. In connection therewith, Mr.
Rosenthal has served as chief executive officer, chief
restructuring officer, independent director or trustee for
companies in a variety of industries. Prior to joining Force 10,
Mr. Rosenthal was a restructuring partner at the international law
firm Sidley Austin LLP. Mr. Rosenthal received his J.D. from the
University of California at Los Angeles School of Law, graduating
Order of the Coif, and Bachelor of Arts degree from the University
of California, Berkeley.
The appointment of Mr. Rosenthal as CRO is made pursuant to the
Engagement Agreement, dated June 19, 2024, by and between the
Company, its subsidiaries and Force 10.
Mr. Rosenthal will not receive any compensation directly from the
Company. Instead, pursuant to the Engagement Agreement, the Company
agreed, among other things, to pay Force 10 an hourly rate for the
services of Mr. Rosenthal as set forth in the Engagement
Agreement.
About BurgerFi
Headquartered in Fort Lauderdale, FL, BurgerFi International, Inc.
is a multi-brand restaurant company that develops, markets and
acquires fast-casual and premium-casual dining restaurant concepts
around the world, including corporate-owned stores and franchises.
Miami, Florida-based KPMG LLP, the Company's auditor since 2022,
issued a "going concern" qualification in its report dated April
10, 2024, citing that the Company was not in compliance with the
minimum liquidity requirement of its credit agreement, which
constitutes a breach of the credit agreement and an event of
default that raises substantial doubt about its ability to continue
as a going concern.
BURGESS BIOPOWER: Seeks to Extend Plan Exclusivity to December 9
----------------------------------------------------------------
Burgess BioPower, LLC and Berlin Station, LLC asked the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusivity periods to file a plan of reorganization and obtain
acceptance thereof to December 9, 2024 and February 3, 2025,
respectively.
The Debtors explain that given the discretion afforded to the Court
in determining "cause" and their substantial progress in these
Chapter 11 Cases, the companies submit that each of these factors
have been met and, therefore, cause exists to extend the Exclusive
Periods.
First, this case is of a meaningful size and complexity. The
Debtors have over $100 million in pre-petition secured debt, and
needed to negotiate and obtain DIP financing at the beginning of
the case. Also at the beginning of the case, the Debtors and their
professionals were consumed by an intensive and fast moving
litigation with Eversource. At the same time, the Debtors
negotiated, drafted, and filed a proposed plan, which plan featured
a "toggle" between a sale and a restructuring.
Since the Petition Date, the Debtors focused their attention on,
among other things, the formulation of a plan of reorganization and
conducting a sale process. As the Court is aware, on April 11,
2024, the Debtors filed the Plan which constitutes a "toggle" plan
pursuant to which the Debtors are simultaneously pursuing both a
sale process and a plan that includes debt-for-equity swap by the
Debtors' DIP Lenders and Senior Lenders. The Debtors and the Senior
Lenders have been working on the contours of an exit from Chapter
11, but have not yet finalized that plan and need additional time
to do so.
Second, the Debtors and their professionals have made significant
progress in moving the Chapter 11 Cases towards a successful
completion. In the six months since the Petition Date, the Debtors
have, among other things: (i) obtained successful resolution of
their dispute with Eversource; (ii) entered into new operational
arrangements to enable them to sell power on a merchant basis;
(iii) fully transitioned to merchant operations, (iv) solicited
potential purchasers and plan sponsors; (v) complied with all their
reporting obligations including filing their Schedules and
Statements and monthly operating reports; (vi) obtained approval
for their disclosure statement and solicited acceptances to their
initial proposed plan; (vii) established bar dates and provided
notice thereof to all parties; and (viii) handled the various other
tasks related to the administration of the Debtors' bankruptcy
estates and the Chapter 11 Cases.
Third, creditors will not be harmed by the extension of the
Exclusive Periods, and this is only the Debtors' second motion to
extend the Exclusive Periods. The Debtors are not seeking an
extension of the Exclusive Periods to delay administration of the
Chapter 11 Cases, but rather to allow the Debtors to continue to
maximize the value of their estates and proceed through the sale
and/or confirmation process.
Co-Counsel for Debtors:
Chantelle D. McClamb, Esq.
GIBBONS P.C.
300 Delaware Ave., Suite 1015
Wilmington, DE 19801
Tel: (302) 518-6300
Email: cmcclamb@gibbonslaw.com
- AND -
Robert K. Malone, Esq.
Kyle P. McEvilly, Esq.
GIBBONS P.C.
One Gateway Center
Newark, New Jersey 07102
Tel: (973) 596-4500
E-mail: rmalone@gibbonslaw.com
kmcevilly@gibbsonlaw.com
Co-Counsel for Debtors:
Alison D. Bauer, Esq.
William F. Gray, Jr., Esq.
Jiun-Wen Bob Teoh, Esq.
FOLEY HOAG LLP
1301 Avenue of the Americas, 25th Floor
New York, New York 10019
Tel: (212) 812-0400
Email: abauer@foleyhoag.com
wgray@foleyhoag.com
jteoh@foleyhoag.com
- AND -
Kenneth S. Leonetti, Esq.
Christian Garcia, Esq.
FOLEY HOAG LLP
155 Seaport Boulevard
Boston, Massachusetts 02210
Tel: (617) 832-1000
Email: ksl@foleyhoag.com
cgarcia@foleyhoag.com
About Burgess BioPower
Burgess BioPower, LLC and its affiliates are renewable energy power
companies that own and operate a 75-megawatt biomass-fueled power
plant located on an approximately 62-acre site in Berlin, New
Hampshire. Berlin Station owns the facility and the facility site,
and Burgess BioPower leases the facility pursuant to a long-term
lease. Burgess BioPower also holds the necessary regulatory
licenses for the operation of the facility.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10235) on February
9, 2024, with $10 million to $50 million in assets and $100 million
to $500 million in liabilities. Dean Vomero, chief restructuring
officer, signed the petitions.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Foley Hoag, LLP as general bankruptcy counsel;
Gibbons P.C. as Delaware counsel; and SSG Capital Advisors, L.P. as
investment banker.
C-BOND SYSTEMS: Posts $263,925 Net Loss in Fiscal Q2
----------------------------------------------------
C-Bond Systems, Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $263,925 attributable to common shareholders on $863,533 of
revenues for the three months ended June 30, 2024, compared to a
net income of $3,779,295 attributable to common shareholders on
$414,055 of revenues for the three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $595,432 attributable to common shareholders on $1,800,337
of revenues, compared to a net income of $3,059,243 attributable to
common shareholders on $929,275 of revenues for the same period in
2023.
Net cash used in operations was $812,054 and $912,997 for the six
months ended June 30, 2024 and 2023, respectively. Additionally, as
of June 30, 2024, the Company had an accumulated deficit,
shareholders' deficit, and working capital deficit of $61,447,146,
$4,185,273 and $1,265,758, respectively. Management cannot provide
assurance that it will ultimately achieve profitable operations or
become cash flow positive or raise additional debt and/or equity
capital.
The Company is seeking to raise capital through additional debt
and/or equity financings to fund its operations in the future.
Although the Company has historically raised capital from sales of
common shares and preferred shares, and from the issuance of
promissory notes and convertible promissory notes, there is no
assurance that it will be able to continue to do so. If the Company
is unable to raise additional capital or secure additional lending
in the near future, management expects that the Company will need
to curtail its operations.
As of June 30, 2024, the Company had $1,672,578 in total assets,
$3,036,635 in total liabilities, $1,245,313 in Series B convertible
preferred stock, $1,575,903 in Series C convertible preferred
stock, and $4,185,273 in total shareholders' deficit.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/3rjcfwtt
About C-Bond Systems Inc.
San Antonio, Texas-based C-Bond Systems, Inc. is a nanotechnology
company and the sole owner and developer of the patented C-Bond
technology. The Company focuses on the implementation of
proprietary nanotechnology applications and processes to enhance
the strength, functionality, and sustainability of brittle material
systems.
Boca Raton, Fla.-based Salberg & Company, P.A., the Company's
auditor since 2017, issued a "going concern" qualification in its
report dated April 1, 2024, noting that the Company had cash used
in operations of $1,602,218 in 2023, and a working capital deficit,
shareholders' deficit, and accumulated deficit of $1,351,954,
$4,324,535, and $60,851,714, respectively, as of December 31, 2023.
These matters raise substantial doubt about the Company's ability
to continue as a going concern.
CALICO LLC: Taps White-Spunner Realty as Real Estate Broker
-----------------------------------------------------------
Calico, LLC seeks approval from the U.S. Bankruptcy Court for the
District of Alabama to employ Chris Harle and White-Spunner Realty,
Inc. as its real estate broker.
The firm will market for sale the Debtor's property located at 5851
Larue Steiner Road, Theodore, Alabama 36582.
The firm will receive a commission equal to 5 percent of the
purchase price.
Chris Harle, agent at White-Spunner Realty, disclosed in the court
filings, that his firm does not represent any interest adverse to
the Debtor or its estate.
The agent can be reached through:
Chris Harle
White-Spunner Realty, Inc.
3201 Dauphin St Suite A
Mobile, AL 36606
Phone: (251) 471-1000
About Calico, LLC
Calico, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ala. Case No. 24-11730) on July 16,
2024, with $500,001 to $1 million in assets and $100,001 to
$500,000 in liabilities.
Judge Henry A. Callaway presides over the case.
Barry A. Friedman, Esq. at Barry A Friedman & Associates, PC
represents the Debtor as legal counsel.
CALIFORNIA QSR: Unsecureds Will Get 3% of Claims over 60 Months
---------------------------------------------------------------
California QSR Management, Inc., filed with the U.S. Bankruptcy
Court for the Eastern District of California a Plan of
Reorganization for Small Business dated August 2, 2024.
The Debtor is a California Corporation formed on February 19, 2019.
The Debtor's equity security holder is Imran Damani, who is also
the president of the Debtor.
QSR is a managing company that operates its related two entities,
Pinnacle Food of California, LLC and Tyco Group, LLC. It receives
the revenue from Pinnacle and Tyco and pays the expenses of
Pinnacle and Tyco, including payroll, with the exception of payroll
for Pinnacle's management team which is paid directly by Pinnacle.
This Plan of Reorganization proposes to pay creditors of the Debtor
from the revenue it collects from the operation of Pinnacle Foods
and Tyco Group.
The final Plan payment is expected to be paid on November 2029
(estimated).
Class 3 consists of Non-priority unsecured creditors. The total
amount of the allowed general unsecured claims is $1,589,818.47.
Based on the liquidation analysis and the income valuation of the
Debtor's assets, the holders of allowed general unsecured claims
will be receiving an estimated 3% pro-rata distribution through the
Plan.
The distribution to allowed general unsecured claims will be made
monthly, with the first payment of $794.91 due on the effective
date, followed by 59 consecutive payments, each in the amount of
$794.91 to be paid pro-rata to each holder of allowed General
unsecured claim. This Class is impaired.
The equity security holder of the Debtor is Imran Damani. Mr.
Damani is the president and 100% equity security holder of the
Debtor. He does not hold a pre-petition or a post-petition claim
against the Debtor.
The Debtor's plan is supported from the revenue it collects from
the operation of Pinnacle Foods and Tyco Group (until the San Diego
location is sold).
A full-text copy of the Plan of Reorganization dated August 2, 2024
is available at https://urlcurt.com/u?l=htn5tI from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Michael Jay Berger, Esq.
Law Offices of Michael Jay Berger
9454 Wilshire Boulevard, 6th Floor,
Beverly Hills, CA 90212
Telephone: (310) 271-6223
Facsimile: (310) 271-9805
Email: rnichael.bergerbankruptcypower.com
About California QSR Management
California QSR Management, Inc., is a California Corporation formed
on February 19, 2019.
The Debtor filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 24-11017) on
April 22, 2024, listing $168,469 in assets and $5,086,596 in
liabilities. The petition was signed by Imran Damani as president.
Judge Rene Lastreto II presides over the case.
Michael Jay Berger, Esq., at LAW OFFICES OF MICHAEL JAY BERGER, is
the Debtor's counsel.
CAN B CORP: Posts $2.03 Million Net Loss in Fiscal Q2
-----------------------------------------------------
Can B Corp. filed with the U.S. Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting a net loss of
$2,028,623 for the three months ended June 30, 2024, compared to a
net loss of $2,027,013 for the three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $8,189,792, compared to a net loss of $3,766,050 for the
same period in 2023.
As of June 30, 2024, the Company had cash and cash equivalents of
$0 and negative working capital of $7,133,025. For the six months
ended June 30, 2024, the Company incurred losses of $8,189,792
which made the total accumulated deficit $110,670,490 through June
30, 2024.
The Company is currently funding its operations on a month-to-month
basis through third party loans. In March 2024, certain equipment
used in the operation of the Company's hemp division was sold in an
auction conducted under Article 9 of the Uniform Commercial Code.
The auction resulted in proceeds of approximately $300,000 which
were applied to the Company's obligations under convertible notes
held by Arena Special Opportunities Partners I, L.P. and its
affiliates. In June 2024, the Company's Board of Directors
concluded that as a result of the impact of the auction on the hemp
division, it is no longer feasible to continue the Company's hemp
operations. As a result, the Company will no longer pursue the
development, manufacture or sale of hemp derived products.
Historically, revenues from the Company's hemp division supported,
in part, its durable medical equipment business conducted through
Duramed. Due to the elimination of support from the hemp division,
Duramed is operating with reduced staff which has adversely
impacted revenues.
The Company's ability to continue its operations is dependent on
the execution of management's plans, which include protecting and
commercializing the cannabis patents recently acquired by Nascent,
raising litigation funding to support Nascent's patent protection
efforts, continuing to collect Duramed receivables, reestablishing
the Company's production of the Longevity Brand Superfood drink mix
for Brooke Burke Body, Inc., restructuring outstanding indebtedness
and raising of capital through the debt and/or equity markets
As of June 30, 2024, the Company had $4,919,929 in total assets,
$11,111,365 in total liabilities, and $6,191,436 in total
stockholders' deficit.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/35sdev76
About Can B Corp
Can B Corp., headquartered in Hicksville, N.Y., focuses on
promoting health and wellness through the development, manufacture,
and sale of products containing cannabinoids derived from hemp
biomass, along with the licensing of durable medical devices.
Lakewood, Colo.-based BF Borgers CPA PC, the Company's former
auditor, issued a "going concern" qualification in its report dated
April 15, 2024, citing that the Company's significant operating
losses raise substantial doubt about its ability to continue as a
going concern.
Effective May 6, 2024, Can B Corp. dismissed BF Borgers CPA PC as
its independent registered public accounting firm. This decision
followed charges by the Securities and Exchange Commission against
the firm and its owner, Benjamin F. Borgers, for deliberate and
systemic failures to comply with Public Company Accounting
Oversight Board (PCAOB) standards, including fabricating audit
documentation and falsely representing compliance in over 1,500 SEC
filings. Borgers agreed to pay a $14 million civil penalty and
received a permanent suspension from appearing and practicing
before the Commission as an accountant.
On May 28, 2024, the Company engaged Haynie & Company, Inc. as its
new independent registered public accounting firm, following the
approval of the engagement by the Company's Audit Committee.
CBDMD INC: Settles Former Office Lease, Anticipates $550,000 Gain
-----------------------------------------------------------------
As previously disclosed by cbdMD, Inc., in March 2024, the Company
and its former executive offices landlord entered into a License
Agreement and a Lease Forbearance Agreement to terminate the lease
of the Company's former executive offices. The Company has
satisfied all payment requirements under the Forbearance Agreement
and License Agreement. On August 15, 2024, the Company made a
payment of $255,000 to satisfy all past due payments and amounts
under the Former Facilities Lease. The Company and Landlord entered
into a mutual release and settlement agreement and the Company has
no obligations (payments or otherwise) owed to Landlord under any
of the agreements described in the current report on Form 8-K.
As a result of the Payment, the Company anticipates realizing an
approximate $550,000 gain on the settlement of accrued past due
rent, interest and penalties. This gain is in addition to the
approximate $230,000 non-cash gain that resulted from the
elimination of the right of use asset and the right of use
liability under the termination of the original lease.
About cbdMD, Inc.
Headquartered in Charlotte, NC, cbdMD, Inc. -- www.cbdmd.com --
owns and operates the nationally recognized CBD (cannabidiol)
brands cbdMD, Paw CBD, and cbdMD Botanicals. Its mission is to
enhance its customers' overall quality of life while bringing CBD
education, awareness, and accessibility of high-quality and
effective products to all. The Company sources cannabinoids,
including CBD, which are extracted from non-GMO hemp grown on farms
in the United States.
Charlotte, North Carolina-based Cherry Bekaert LLP, the Company's
auditor since 2016, issued a "going concern" qualification in its
report dated Dec. 22, 2023, citing that the Company has
historically incurred losses, including a net loss of approximately
[$23 million] in the current year, resulting in an accumulated
deficit of approximately $174 million as of Sept. 30, 2023. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
While the Company is taking strong action, believes in the
viability of its strategy and path to profitability, and in its
ability to raise additional funds, there can be no assurances to
that effect. The Company's working capital position may not be
sufficient to support the Company's daily operations for the twelve
months subsequent to the issuance of these annual financial
statements. The Company's ability to continue as a going concern is
dependent upon its ability to improve profitability and acquire
additional funding. These and other factors raise substantial doubt
about the Company's ability to continue as a going concern within
12 months after the date that the annual financial statements are
issued, the Company said in its Quarterly Report for the period
ended March 31, 2024.
cbdMD reported a net loss attributable to common shareholders of
$26.94 million for the year ended Sept. 30, 2023, compared to a net
loss attributable to common shareholders of $74.08 million for the
year ended Sept. 30, 2022. As of June 30, 2024, cbdMD had
$13,843,554 in total assets, $10,815,433 in total liabilities, and
$3,028,121 in total shareholders' equity.
CELEBRATION COTTAGE: Taps Oliver & Cheek as Bankruptcy Counsel
--------------------------------------------------------------
Celebration Cottage AB LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of North Carolina to employ The Law
Offices of Oliver & Cheek, PLLC, to handle its Chapter 11 case.
The firm will be paid based upon its normal and usual hourly
billing rates and will be reimbursed for out-of-pocket expenses
incurred.
The Debtor paid the firm a retainer of $1,500 and and $15,000 along
with $1,738 for the Chapter 11 filing fee.
George Mason Oliver, Esq., a partner at The Law Offices of Oliver &
Cheek, 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:
George Mason Oliver, Esq.
The Law Offices of Oliver & Cheek, PLLC
P.O. Box 1548
New Bern, NC 28563
Tel: (252) 633-1930
Fax: (252) 633-1950
Email: george@olivercheek.com
About Celebration Cottage AB LLC
Celebration Cottage AB LLC owns four properties located in Morehead
City, NC, and Atlantic Beach, NC having an aggregate value of $7.02
million.
Celebration Cottage AB LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-01991) on June
14, 2024. In the petition signed by Anita Horton, as member
manager, the Debtor reports total assets of $7,023,000 and total
liabilities of $1,527,257.
Honorable Bankruptcy Judge Joseph N. Callaway oversees the case.
The Debtor is represented by George Mason Oliver, Esq. at THE LAW
OFFICES OF OLIVER & CHEEK, PLLC.
CENTER FOR ALLERGIC: Amends Unsecured Claims Pay Details
--------------------------------------------------------
Center for Allergic Diseases, LLC, submitted an Amended Disclosure
Statement for Small Business describing Plan of Reorganization.
General unsecured creditors are classified in Class 1 and 2, and
will receive a distribution of 100% of their allowed claims, to be
distributed as follows $316.08 per month for 60 months for an
aggregate amount of $18,943.37.
On or about July 2024, Fairwood Office Park Council of Unit Owners,
Inc. filed a proof of claim in the amount of $67,756.58. There was
a dispute as to the actual amount due for assessment fees, late
fees, interest and legal fees. The statement of lien includes prior
dates that are not included in the statement of account. In
addition, it was unclear as to the allowed interest charged and the
statement of account and the statements of lien are conflict. There
was a payment in 2022 in the amount of $50,000.00 from a tax sale
of the Cherry Lane property.
Since the filing of an objection, the creditor's counsel did send a
breakdown explaining the high interest charged and a breakdown of
how it was calculated in the amount of $16,052.24, with the total
assessments that were due are in the amount of $47,248.90. Counsel
explained that $70,932.58 is the more accurate amount due through
the filing of the petition. This amount also includes late fees,
costs and attorney fees.
Class 1 consists of the Secured claim of: Fairwood Office Park
Condo. This Class shall receive a monthly payment $900.00 for first
5 months and then $1,296.15 for 55 months to pay $47,248.90 in
dues, 4,725.12 (late fees), 441.32 (costs), $2,465 for legal and
$20,907.64 in accrued interest during plan term with Aggregate
$75,787.98). Payments will begin on the effective date of the Plan
and ends 60 months.
Class 3 consists of General Unsecured Claim of Fairview Center
Condominium II, Inc. in the amount of $53,875.75 (this is
$55,540.75 less the deposit paid in the amount of $1,665.00). This
Class shall receive a monthly payment of $897.92 for 60 months.
This Class will receive a distribution of 100% of their allowed
claims.
Payments and distributions under the Plan will be funded from 12150
Annapolis Road, Bowie, MD (Fairwood), the rental income increased
in February 2024 from $3,553.50 to $3,660.00. The condominium dues
are $1,054.46 per month and the tenant pays the electric and any
other utilities. Therefore, the net proceeds are $2,605.54. This is
sufficient disposable income to pay the creditors under the Plan.
A full-text copy of the Amended Disclosure Statement dated August
5, 2024 is available at https://urlcurt.com/u?l=7DXxDj from
PacerMonitor.com at no charge.
About Center for Allergic Diseases
Center for Allergic Diseases, LLC, operated medical facilities in
each of the properties located at 12150 Annapolis Road, Bowie,
Maryland and 4255 Altamont Place, Unit 202, White Plains,
Maryland.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Md. Case No. 23-17168) on October 4,
2023.
Judge Maria Ellena Chavez-Ruark presides over the case.
Diana L. Klein, at Klein & Associates, LLC, is the Debtor's legal
counsel.
CG HILLSBORO: Secured Party Sets Oct. 15 Auction
------------------------------------------------
In accordance with applicable provisions of the Uniform Commercial
Code as enacted in New York, by virtue of certain events of default
under those certain amended and restated ownership interests
pledged and security agreement dated as of May 16, 2022, ("pledged
agreements") executed and delivered by Hollywood Horizons Member
LLC and CG Hillsboro Shores Member LLC ("pledgors" and "Mezzanine
Borrowers"), and in accordance with it rights as holder of the
security, Hollywood Pompano Lender 2 LLC ("secured party"), by
virtue of possession of those certain Share Certificates, held in
accordance with Article 8 of the Uniform Commercial Code of the
State of New York ("code"), and by virtue of those certain UCC-1
filing statements made in favor of the Secured Party, will offer
for sale at public auctions:
i) all of pledgor's right, title and interest in and to the
following: CG Hillsboro Shores Owner LLC and Hollywood Horizons
Owner LLC ("pledged entities"), and
ii) certain related rights, and property relating thereto.
The Secured Party's understanding is that the principal assets of
the pledged entities are the premises located at (i) 2629 North
Riverside Drive, Pomapano Beach, Florida, and (ii) 101 North Ocean
Drive, Hollywood, Florida ("Property").
Moecker Auctions Inc., under the direction of Eric Rubin, will
conduct a public sale consisting of the collateral via online
bidding on Oct. 15, 2024, at 3:30 p.m. (EST) in satisfaction of an
indebtedness in the approximate amount of $20,099,348.98 including
principal, interest on principal, and reasonable fees and costs,
plus default interest through Oct. 15, 2024, subject to open
charges and all additional costs, fees and disbursements permitted
by law.
Online bidding will be made available via Zoom Meeting. Meeting
link: https://bit.ly.HollywoodUCC. Meeting ID: 893 1279 7151.
Passcode: 835606
On Tap Mobile: +16469313860,,89312797151#,,,,*835606# US
Dial by your location: +1 646 931 3860 US
Interested parties who intend to bid on the collateral must contact
Brett Rosenberg at Jones Lang LaSalle Americas, 330 Madison Avenue,
New York, New York 10017, (212) 812-5926, Brett.Rosenberg@jll.com,
to receive the terms and conditions of sale and bidding
instructions by Oct, 10, 2024, by 4:00 p.m. EST.
CHARLIE'S HOLDINGS: Posts $967,000 Net Loss in Fiscal Q2
--------------------------------------------------------
Charlie's Holdings Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $967,000 on $2.04 million of product revenue for the for the
three months ended June 30, 2024, compared to a net income of
$32,000 on $3.97 million of product revenue for the three months
ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $2.01 million on $5.09 million of product revenue, compared
to a net loss of $1.36 million on $8 million of revenue for the
same period in 2023.
As of June 30, 2024, the Company had $5.23 million in total assets,
$5.52 million in total liabilities, and $296,000 in total
stockholders' deficit.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/2s3dt3j9
About Charlie's Holdings Inc.
Charlie's Holdings, Inc. (OTCQB: CHUC) is an industry leader in the
premium, nicotine-based vapor products space. The Company's
products are sold around the world to select distributors,
specialty retailers, and third-party online resellers through
subsidiary companies Charlie's Chalk Dust, LLC and Don Polly, LLC.
Charlie's Chalk Dust, LLC has developed an extensive portfolio of
brand styles, flavor profiles, and innovative product formats. Don
Polly, LLC creates innovative hemp-derived products and brands.
Fort Washington, Pa.-based Mazars USA LLP, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated April 15, 2024. The report cites significant operating
losses, negative cash flows from operations, and an accumulated
deficit. The Company's ongoing operations depend on its ability to
increase revenues and secure financing to execute its development
plans, raising substantial doubt about its ability to continue as a
going concern.
CHICAGO WHIRLY: Hires Foley & Lardner as Bankruptcy Counsel
-----------------------------------------------------------
Chicago Whirly Inc. seeks approval from the U.S. Bankruptcy Court
for the Northern District of Illinois to hire Foley & Lardner LLP
as its attorneys.
The firm will render these services:
(a) advise the Debtor with respect to its powers and duties in
the continued operation of its business;
(b) assist in identification of assets and liabilities of the
estate;
(c) assist the Debtor in formulating a plan of reorganization
or liquidation and to take necessary legal steps in order to
confirm such plan;
(d) prepare and file all necessary legal documents;
(e) take such action as is necessary and appropriate to
preserve and protect the Debtor's assets and interests therein;
(f) appear in court and protect the interests of the Debtor
before the court;
(g) analyze claims and compete property interests, and
negotiate with creditors and parties-in-interest on behalf of the
Debtor;
(h) advise the Debtor in connection with any potential sale of
assets and prepare and file necessary motions and other documents
to effectuate the same on behalf of the Debtor; and
(i) perform all other legal services for the Debtor that may
be necessary in these proceedings.
The firm will be paid as follows:
Susan Poll Klaessy, Partner $1,050 per hour
Mark L. Radtke, Partner $975 per hour
Mary Rofaeil, Associate $650 per hour
Janelle Cherie Harrison, Paralegal $345 per hour
Partners $775 to $1,725 per hour
Of Counsel 575 to $1,200 per hour
Senior Counsel $725 to $990 per hour
Associates $480 to $875 per hour
Paraprofessionals $165 to $500 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
On April 24, 2024, Whirl Management Inc., the Debtor’s parent
company, wired the first portion of the Advance Payment Retainer in
the amount of $20,000. On June 11, 2024, the Debtor wired the
second portion of the Advance Payment Retainer in the amount of
$300,000.
As 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:
Susan Poll Klaessy (#6298625)
Mark L. Radtke (#6275738)
FOLEY & LARDNER LLP
321 N. Clark Street, Suite 3000
Chicago, IL 60654
Tel: (312) 832-4500
Fax: (312) 832-4700
Email: spollklaessy@foley.com
mradtke@foley.com
About Chicago Whirly Inc.
Chicago Whirly Inc. is in the Recreation Services business.
Chicago Whirly Inc. sought relief under Subchapter V of Chapter 11
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-09116) on
June 20, 2024. In its petition, the Debtor reports estimated assets
and liabilities between $1 million and $10 million each.
Honorable Bankruptcy Judge Deborah L. Thorne oversees the case.
The Debtor is represented by Susan Poll Klaessy, Esq. at Foley &
Lardner LLP.
CLEARSIGN TECHNOLOGIES: Incurs $1.87M Net Loss in Second Quarter
----------------------------------------------------------------
Clearsign Technologies Corporation filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $1.87 million on $45,000 of revenues for the three
months ended June 30, 2024, compared to a net loss of $1.48 million
on $150,000 of revenues for the three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $2.98 million on $1.15 million of revenues, compared to a
net loss of $2.91 million on $1.04 million of revenues for the six
months ended June 30, 2023.
As of June 30, 2024, the Company had $17.83 million in total
assets, $1.94 million in total liabilities, and $15.89 million in
total equity.
At June 30, 2024, the Company's cash and cash equivalent balance
totaled $15,974,000 compared to $5,684,000 at Dec. 31, 2023, an
increase of $10,290,000. The increase in cash and cash equivalent
balance is primarily attributable to the Company's public offering
and concurrent private placement.
ClearSign stated, "Accordingly, we believe we have sufficient cash
and expected cash collections to fund current operating expenses
for over twelve months. We have no contractual debt obligations
and to the extent we may require additional funds beyond twelve
months from the date hereof, and customer cash collections cannot
fund our needs, we may utilize equity offerings. Historically, we
have funded operations predominantly through equity offerings.
Until the growth of revenue increases to a level that covers
operating expenses, the Company intends to continue to fund
operations in this manner, although the volatility in the capital
markets may negatively affect our ability to do so. As of June 30,
2024, approximately 21.3 million shares of our common stock are
issuable upon exercise of the Warrants...and we may receive up to
$22.5 million in aggregate gross proceeds from the cash exercises
thereof, subject to certain beneficial ownership limitations set
forth therein. The Warrants require the warrant holder to tender
cash upon exercise, with the exception of the Underwriter Warrants
which allow the holder to exercise cashless if they so desire.
These equity financial instruments may from time to time fund
future cash needs, but the volatility of our stock and the risk
tolerance of warrant holders will play a key role in this type of
funding."
Management Comments
"The ClearSign business has advanced on multiple fronts during the
past few months, including significant new orders, new product
development and increased engagement with customers and industry
stakeholders," said Jim Deller, Ph.D., chief executive officer of
ClearSign. "Our installation base continues to grow, and we are
now receiving orders from larger global collaborators and
operators, as seen with our most recent initial engineering order
relating to the first phase of a 26 burner project. It is also
encouraging that many of our orders are from third party
intermediaries whom are sales conduits themselves. As a strategic
marketing initiative, we have just completed a large product
demonstration to industry leaders at the facilities of our partner
Zeeco for our process burner line and we have an upcoming event in
California next week to unveil independent data on emissions
performance and fuel savings, or CO2 reduction, from our boiler
burner line. Lastly, we are seeing additional states like Texas
and Colorado in the process of reducing allowable NOx emissions,"
concluded Dr. Deller.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001434524/000155837024012226/clir-20240630x10q.htm
About ClearSign Technologies
Headquartered in Tulsa, Oklahoma, ClearSign Technologies
Corporation -- http://www.clearsign.com-- designs and develops
products and technologies for the purpose of improving key
performance characteristics of industrial and commercial systems,
including operational performance, energy efficiency, emission
reduction, safety and overall cost-effectiveness. The Company's
patented technologies, embedded in established OEM products as
ClearSign Core and ClearSign Eye and other sensing configurations,
enhance the performance of combustion systems and fuel safety
systems in a broad range of markets, including the energy (upstream
oil production and down-stream refining), commercial/industrial
boiler, chemical, petrochemical, transport and power industries.
Santa Monica, California-based BPM CPA LLP, the Company's auditor
since 2011, issued a "going concern" qualification in its report
dated March 29, 2024, citing that the Company has suffered
recurring losses from operations and has a net capital deficiency
that raise substantial doubt about its ability to continue as a
going concern.
ClearSign reported a net loss of $5.19 million in 2023, a net loss
of $5.76 million in 2022, a net loss of $7.89 million in 2021, and
a net loss of $6.89 million in 2020.
COAT CHECK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Coat Check Coffee LLC
401 E Michigan St
Indianapolis, IN 46204
Business Description: Coat Check is a coffee shop offering lattes
and freshly roasted coffee.
Chapter 11 Petition Date: August 28, 2024
Court: United States Bankruptcy Court
Southern District of Indiana
Case No.: 24-04651
Judge: Hon. Jeffrey J Graham
Debtor's Counsel: Jason T. Mizzell, Esq.
KROGER, GARDIS & REGAS, LLP
111 Monument Circle
Suite 900
Indianapolis, IN 46204
Tel: 317-692-9000
Fax: 317-264-6832
E-mail: jmizzell@kgrlaw.com
Total Assets: $253,320
Total Liabilities: $2,156,643
The petition was signed by Neal Warner as co-owner.
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/ORHVJ6Q/Coat_Check_Coffee_LLC__insbke-24-04651__0001.0.pdf?mcid=tGE4TAMA
COHEN REALTY: Fortress to Hold 2 Auctions on Nov. 8
---------------------------------------------------
In accordance with applicable provisions of the Uniform Commercial
Code of the State of New York, Fortress Credit Corp, will sell at
two separate public auctions: (1) at the first of the two public
sales ("CRE Public Sale"), first (a) individually, in separate
sales, each of the following (i) the 100% limited liability company
interest ("DCOTA Interest") held by Cohen Realty Enterprises LLC
("CRE") in DCOTA Cohen Holdings LLC ("DCOTA Holdings"), (ii) the
100% limited liability company interests ("Le Meridien Interest")
held by CRE in Cohen Dania Beach Hotel Holdings LLC ("Cohen Dania
Beach"), (iii) collectively, (i) 99% limited liability company
interest ("Doral Westchester Project Interest") held by Cohen
Westchester Project LLC in Cohen Anderson Hill LLC ("Cohen Anderson
Hill"), and (ii) the 1% limited liability company interest ("Doral
Westchester Management Interest") held by Cohen Westchester
Management LLC, (iv) the 100% limited liability company interest
held by CRE in Cohen International Exhibition Company LLC, and (v)
the 100% limited liability company interest ("landmark interest")
held by CRE in Cohen Exhibition Company LLC ("landmark"); then (b)
collectively, any of the unsold foregoing Subsidiary LLC interests,
in a single, bulk sale ("bulk sale"); and (2) subsequently, in the
second of the two public sales ("BevCo Public Sale") 100% equity
interest ("BevCo Equity Interest") held by Cinema Beverage Holdco
LLC ("BevCo Pledgor") in WSH Holdco Inc ("BevCo Pledged Entity").
The Subsidiary LLC interest secure indebtedness owing by CRE and
affiliates of CRE to Secured Party in an amount of not less than
$577,183,691.44 plus unpaid interests and fees, attorney's fees and
other charges including the costs to sell Subsidiary LLC interests
("CRE Debt"). The BevCo Equity Interests secured indebtedness
owing by BevCo Pledgor to Secured Party in an amount of not less
than $1,458,536.11 plus unpaid interest and fees, attorney's fees
and other charges including the costs to sell the BevCo Equity
Interests ("BevCo Debt").
The two public sales will be held consecutively on Nov. 8, 2024,
starting at 12:00 p.m. Eastern Time, by virtual bidding via Zoom
and in-person in the offices of Kirklan & Ellis LLP located at 601
Lexington Avenue, New York, New York 10022. The URL address and
password for the online video conference will be provided to all
confirmed participants that have properly registered for any of the
public sales. The public sales will be conducted by auctioneer
Matthew D. Mannion of Mannion Auctions LLC.
Parties interest in bidding on the Subsidiary LLC interest or BevCo
interests must contact Secured Party's advisor Brock Cannon of
Newmark Loan Sale Advisory Group, via email at
Brock.Cannon@nmrk.com. Upon execution of a standard non-disclosure
agreement, additional documentation and information will be
available. Interested parties who do not contact the advisor and
do not register by Nov. 1, 2024, at 5:00 p.m. Eastern Time will not
be permitted to participate in bidding at the public sales.
Pursuant to the terms of sale for each public sale, an earnest
money deposit in the form of a money order, certified or cashier's
check or wire transfer will be required pursuant to the
instructions provided by escrow agent identified by the secured
party prior to the public sale date, equal to the following
amounts: (a) in the case of a prospective bid on the Subsidiary LLC
interests, the deposit amount or Deposit amounts assigned to the
respective Subsidiary LLC interest or Subsidiary LLC interests on
which the prospective bidder intends to bid, (b) in the case of a
prospective bid in the bulk sale $16,050,000, and (c) in the case
of a prospective bid on the BevCo Equity Interest, $41,000.
COSMOS HEALTH: Posts $1.87 Million Net Loss in Q1 2024
------------------------------------------------------
Cosmos Health Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $1,866,690 on $14,584,473 of revenues for the three months ended
March 31, 2024, compared to a net loss of $459,863 on $12,349,777
of revenues for the same period in 2023.
For the three months ended March 31, 2024, the Company had net cash
used in operations of $3,412,103. Additionally, as of March 31,
2024, the Company had positive working capital of $10,730,747, an
accumulated deficit of $93,510,923, and stockholders' equity of
$34,546,682.
The Company's revenues are not able to sustain its operations, and
concerns exist regarding the Company's ability to meet its
obligations as they become due.
As of March 31, 2024, the Company had $62,345,195 in total assets,
$27,798,513 in total liabilities, and $34,546,682 in total
stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/mrsmz9kk
About Cosmos Health Inc.
Cosmos Health Inc. (Nasdaq: COSM), incorporated in 2009 in Nevada,
is a diversified, vertically integrated global healthcare group.
The Company owns a portfolio of proprietary pharmaceutical and
nutraceutical brands, including Sky Premium Life, Mediterranation,
bio-bebe, and C-Sept. Through its subsidiary Cana Laboratories
S.A., licensed under European Good Manufacturing Practices (GMP)
and certified by the European Medicines Agency, it manufactures
pharmaceuticals, food supplements, cosmetics, biocides, and medical
devices within the European Union. Cosmos Health also distributes a
broad line of pharmaceuticals and parapharmaceuticals, including
branded generics and OTC medications, to retail pharmacies and
wholesale distributors through its subsidiaries in Greece and the
UK. Furthermore, the Company has established R&D partnerships
targeting major health disorders such as obesity, diabetes, and
cancer, enhanced by artificial intelligence drug repurposing
technologies, and focuses on the R&D of novel patented
nutraceuticals, specialized root extracts, proprietary complex
generics, and innovative OTC products. Cosmos Health has also
entered the telehealth space through the acquisition of ZipDoctor,
Inc., based in Texas, USA. With a global distribution platform, the
Company is currently expanding throughout Europe, Asia, and North
America, and has offices and distribution centers in Thessaloniki
and Athens, Greece, and in Harlow, UK.
New York, N.Y.-based RBSM LLP, the Company's auditor since 2024,
issued a "going concern" qualification in its report dated August
5, 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.
COVE CASTLES DEVELOPMENT: Commences Subchapter V Bankruptcy Process
-------------------------------------------------------------------
Cove Castles Development Corporation filed Chapter 11 protection in
the District of Delaware. According to court filing, the Debtor
reports between $10 million and $50 million in debt owed to 1 and
49 creditors. The petition states funds will be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
September 16, 2024 at 2:00 p.m. in Room Telephonically on telephone
conference line: 1-866-621-1355. participant access code:
7178157#.
About Cove Castles Development Corporation
Cove Castles Development Corporation is primarily engaged in
renting and leasing real estate properties.
Cove Castles Development Corporation sought relief under Subchapter
V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case
No. 24-11667) on August 6, 2024. In the petition signed by Michael
H. Steinhardt, as Board Member, the Debtor reports estimated assets
between $100,000 and $500,000 and estimated liabilities between $10
million and $50 million.
The Honorable Bankruptcy Judge Thomas M. Horan oversees the case.
The Debtor is represented by:
Garvan F. McDaniel, Esq.
HOGAN MCDANIEL
1311 Delaware Avenue
Wilmington DE 19806
Tel: 302-656-7596
Email: gmcdaniel@dkhogan.com
CREATIVE REALITIES: Board OKs Hike in 2023 Plan Reserve Shares
--------------------------------------------------------------
Creative Realities, Inc., disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on Aug. 23, 3034, the Board
of Directors of the Company approved an amendment to the Company's
2023 Stock Incentive Plan that increased the reserve of shares
authorized for issuance thereunder from 1,500,000 to 2,500,000
shares of Company common stock. The Plan will be submitted to the
Company's shareholders for approval at the Company's 2024 Annual
Meeting of Shareholders to be held on Oct. 18, 2024.
About Creative Realities
Creative Realities, Inc. -- http://www.cri.com-- designs, develops
and deploys digital signage experiences for enterprise-level
networks, and is actively providing recurring SaaS and support
services across diverse vertical markets, including but not limited
to retail, automotive, digital-out-of-home (DOOH) advertising
networks, convenience stores, foodservice/QSR, gaming, theater, and
stadium venues.
Louisville, Kentucky-based Deloitte & Touche LLP, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated March 21, 2024, citing that the Company in
experiencing difficulty in generating sufficient cash flow to
service its debt and contingent consideration obligations, which
raises substantial doubt about its ability to continue as a going
concern.
CRYPTO CO: Reports $885,228 Net Loss in Fiscal Q2
-------------------------------------------------
The Crypto Company filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $885,228 for the three months ended June 30, 2024, compared to a
net loss of $782,583 for the three months ended June 30, 2023.
The Company has incurred significant losses and experienced
negative cash flows since inception. As of June 30, 2024, the
Company had cash of $31,386. In addition, the Company's net loss
was $2,791,981 for the six months ended June 30, 2024, compared to
a net loss of $3,567,677 for the same period in 2023, and the
Company had a working capital deficit of $4,646,837. As of June 30,
2024, the accumulated deficit amounted to $47,238,583. As a result
of the Company's history of losses and financial condition, there
is substantial doubt about the ability of the Company to continue
as a going concern.
The ability to continue as a going concern is dependent upon the
Company generating profitable operations in the future and/or
obtaining the necessary financing to meet its obligations and repay
its liabilities arising from normal business operations when they
come due. Management is evaluating different strategies to obtain
financing to fund the Company's expenses and achieve a level of
revenue adequate to support the Company's current cost structure.
Financing strategies may include, but are not limited to, private
placements of capital stock, debt borrowings, partnerships and/or
collaborations. There can be no assurance that any of these
future-funding efforts will be successful.
As of June 30, 2024, the Company had $1,293,153 in total assets,
$5,939,990 in total liabilities, and $4,646,837 in total
stockholders' deficit.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/c9sszd6j
About Crypto Company
Malibu, Calif.-based The Crypto Company --
https://www.thecryptocompany.com -- is engaged in the business of
providing consulting services and education for blockchain
technology and for the building of technological infrastructure and
enterprise blockchain technology solutions. During 2023, the
Company generated revenues and incurred expenses solely through
these consulting operations. In February 2022, the Company acquired
bitcoin mining equipment and entered into an arrangement with a
third party to host and operate the equipment. However, by the end
of 2022, the Company had exited that Bitcoin mining business.
Crypto Company reported a net loss of $4.92 million for the year
ended December 31, 2023, compared to a net loss of $5.66 million
for the year ended December 31, 2022.
Lakewood, Colorado-based BF Borgers CPA PC, the Company's former
auditor, issued a "going concern" qualification in its report dated
April 16, 2024, citing that the Company has suffered recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.
On May 8, 2024, the Audit Committee of the Board of Directors of
the Company approved the dismissal of BF Borgers CPA PC as the
Company's independent registered public accounting firm after the
firm and its owner, Benjamin F. Borgers, were charged by the
Securities and Exchange Commission with deliberate and systemic
failures to comply with Public Company Accounting Oversight Board
(PCAOB) standards in its audits and reviews incorporated in more
than 1,500 SEC filings from January 2021 through June 2023; falsely
representing to their clients that the firm's work would comply
with PCAOB standards; fabricating audit documentation to make it
appear that the firm's work did comply with PCAOB standards; and
falsely stating in audit reports included in more than 500 public
company SEC filings that the firm's audits complied with PCAOB
standards. Borgers agreed to pay a $14 million civil penalty and
agreed to permanent suspensions from appearing and practicing
before the Commission as accountants, effective immediately.
On May 8, 2024, the Company engaged Bush & Associates CPA LLC as BF
Borgers' replacement. The decision to change independent registered
public accounting firms was made with the recommendation and
approval of the Audit Committee of the Company.
CUENTAS INC: InComm Waives Unpaid $475K Monthly Fees
----------------------------------------------------
Cuentas, Inc., disclosed in a Form 8-K filed with the Securities
and Exchange Commission that on Aug. 12, 2024, it received the
fully executed Termination Agreement to the Processing Services
Agreement dated July 23, 2019 by and between the Company and
Interactive Communications International, Inc. ("InComm").
InComm agreed to waive the $475,000 outstanding and owed by Company
to InComm as a result of unpaid Monthly Minimum Fees dating back to
December 2022. In accordance with instructions from the Issuing
Bank as a result of the closure of the Prepaid Product program
managed by Company on behalf of the Issuing Bank, InComm will
destroy any remaining un-issued Prepaid Products and all related
collateral in its or its print vendors' possession forthwith.
InComm and Company will cooperate with the Issuing Bank for the
unwinding and sunsetting of the Prepaid Product program.
Cuentas will still maintain its Digital Content and Distribution
Agreements with InComm as it works on the transportation, bodega
and cellular markets.
About Cuentas
Headquartered in Miami, Florida, Cuentas, Inc. --
http://www.cuentas.com-- is creating an alternative financial
ecosystem for the growing global population who do not have access
to traditional financial alternatives. The Company's proprietary
technologies help to integrate FinTech (Financial Technology),
e-finance and e-commerce services into solutions that deliver next
generation digital financial services to the unbanked, under-banked
and underserved populations nationally in the USA. The Cuentas
Platform integrates Cuentas Mobile, the Company's Mobile
Telecommunications solution, with its core financial services
offerings to help entire communities enter the modern financial
marketplace. Cuentas has launched its General Purpose Reloadable
(GPR) Card, which includes a digital wallet, discounts for
purchases at major physical and online retailers, rewards, and the
ability to purchase digital content.
Cuentas, Inc. reported a net loss of $2.19 million for the year
ended Dec. 31, 2023, compared to a net loss of $14.53 million for
the year ended Dec. 31, 2022. As of March 31, 2024, the Company
had $3.45 million in total assets, $3.84 million in total
liabilities, and a total stockholders' deficit of $395,000.
Tel-Aviv, Israel-based Yarel + Partners, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated April 15, 2024, citing that the Company has incurred net
losses since its inception, and has not yet generated sufficient
revenues to support its operations. As of December 31, 2023, there
is an accumulated deficit of approximately $55 million and a
negative working capital of approximately $3 million. These
conditions, along with other matters, raise substantial doubt about
the Company's ability to continue as a going concern.
CYANOTECH CORP: Michael Davis Holds 20.7% Stake
-----------------------------------------------
Michael A. Davis disclosed in Schedule 13D/A Report filed with the
U.S. Securities and Exchange Commission that as of August 14, 2024,
Mr. Davis along with its affiliated entities -- Janet J. Johnstone,
Nyracai Davis Irrevocable Trust, Nettizane J. Davis Irrevocable
Trust, Nettizane Johnstone Davis GST Exempt Trust, Nyracai
Johnstone Davis GST Exempt Trust, and The Michael Arlen Davis
Revocable Trust -- beneficially owned shares of Cyanotech Corp.'s
Common Stock:
(a) Davis: 1,506,894 shares (20.7%), which is inclusive of
1,196,736 shares held directly by the Revocable Trust, 31,250
shares held directly by Johnstone, 75,000 shares held directly by
the Nyracai Trust, 75,000 shares held directly by the Nettizanne
Trust, 58,000 shares held by Nettizanne GST Trust and 58,789 shares
held by Nyracai GST Trust. Each of Davis, the Revocable Trust,
Johnstone, the Nyracai Trust, the Nettizanne Trust, the Nettizanne
GST Trust, and the Nyracai GST Trust disclaims any beneficial
ownership in any Common Stock beneficially owned by the other
Reporting Persons, except to the extent of their respective
pecuniary interests therein.
(b) Davis has the sole power to vote and dispose of 1,325,644
shares, including 12,119 shares held directly by Davis, 1,196,736
shares held directly by the Revocable Trust, of which Davis is the
sole trustee, 58,000 shares held by Nettizanne GST Trust, of which
Davis is the sole trustee, and 58,789 shares held by Nyracai GST
Trust, of which Davis is the sole trustee.
Davis may be deemed to share the power to vote and dispose of
181,250 shares of Common Stock as follows:
* 31,250 shares of Common Stock held directly by Johnstone,
the spouse of Davis;
* 75,000 shares held by the Nyracai Trust, of which Davis and
Wells Fargo are co-trustees; and
* 75,000 shares held by the Nettizanne Trust, of which Davis
and Wells Fargo are co-trustees.
Johnstone has the sole power to vote and dispose of 31,250 shares
of Common Stock held by her, and she may be deemed to share the
power to vote and dispose of 12,119 shares of Common Stock held by
Davis, the spouse of Johnstone.
The Revocable Trust, of which Davis is the sole trustee, has the
sole power to vote and dispose of 1,196,736 shares.
Nettizanne GST Trust, of which Davis is the sole trustee, has the
sole power to vote and dispose of 58,000 shares.
Nyracai GST Trust, of which Davis is the sole trustee has the sole
power to vote and dispose of 58,789 shares.
Percentage interests in shares of Common Stock reported in the
Schedule 13D are based on 6,959,984 shares of Common Stock
outstanding at August 15, 2024 based on information provided by
Cyanotech Corp.
A full-text copy of Mr. Davis' SEC Report is available at:
https://tinyurl.com/4cu7af4d
About Cyanotech Corp.
Cyanotech Corporation, located in Kailua-Kona, Hawaii, was
incorporated in the state of Nevada on March 3, 1983, and is listed
on the NASDAQ Capital Market under the symbol "CYAN". The Company
is engaged in the production of natural products derived from
microalgae for the nutritional supplements market.
Newport Beach, Calif.-based Grant Thornton LLP, the Company's
auditor since 2008, issued a "going concern" qualification in its
report dated June 26, 2024, citing that the Company sustained
operating losses and negative cash flows from operations for the
fiscal years ended March 31, 2024, and 2023. Further, the Company
was not in compliance with two debt covenant requirements at March
31, 2024, and one debt covenant requirement at March 31, 2023.
These conditions, along with other matters, raise substantial doubt
about the Company's ability to continue as a going concern.
Cyanotech reported a net loss of $5.3 million for the year ended
March 31, 2024, compared to a net loss of $3.4 million for the year
ended March 31, 2023. As of June 30, 2024, the Company had $24.43
million in total assets, $13.77 million in total liabilities, and
$10.66 million in total stockholders' equity.
CYTTA CORP: Posts $1.45 Million Net Loss in Fiscal Q3
-----------------------------------------------------
Cytta Corp. filed with the U.S. Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting a net loss of
$1,453,777 on $832 of revenues for the for the three months ended
June 30, 2024, compared to a net loss of $1,303,017 on $8,117 of
revenue for the three months ended June 30, 2023.
For the nine months ended, the Company reported a net loss of
$3,501,446 on $3,243 of revenue, compared to a net loss of
$3,067,036 on $21,941 of revenue for the same period in 2023.
As of June 30, 2024, the Company had an accumulated deficit of
$36,104,926.
As of June 30, 2024, the Company had $2,653,227 in total assets,
$2,548,000 in total liabilities, and $105,227 in total
stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/ycye4b5t
About Cytta Corp.
Headquartered in Las Vegas, Nevada, Cytta Corp. has focused on
developing and marketing advanced streaming and integrated
communication products, using technology based upon the SUPR
(Superior Utilization of Processing Resources) video compression
codec/algorithm and IGAN (Incident Global Area Network) incident
command proprietary software solutions. Cytta currently develops,
markets, and distributes proprietary video streaming products and
services that improve how video is streamed, consumed, transferred,
and stored in enterprise environments.
Hackensack, New Jersey-based Prager Metis CPAs, LLC, the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated January 12, 2024, citing that as of September 30,
2023, the Company had an accumulated deficit of $32,603,480 and has
also generated losses since inception. These factors, among others,
raise substantial doubt regarding the Company's ability to continue
as a going concern.
DAI US HOLDCO INC: Seeks Chapter 11 Bankruptcy Protection
---------------------------------------------------------
DAI US Holdco Inc. filed Chapter 11 protection in the Central
District of California. According to court filing, the Debtor
reports between $10 million and $50 million in debt owed to 1 and
49 creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
September 17, 2024 at 10:00 a.m. in Room Telephonically on
telephone conference line: 1-866-902-1354. participant access code:
7380000.
About DAI US Holdco Inc.
DAI US Holdco Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11326) on August 9,
2024. In the petition filed by Klee Irwin, as chief executive
officer, the Debtor reports estimated assets and liabilities
between $10 million and $50 million each.
The Honorable Bankruptcy Judge Victoria S. Kaufman oversees the
case.
The Debtor is represented by:
Joseph Axelrod, Esq.
GENERAL COUNSEL, IRWIN NATURALS
(not attorney of record)
300 Corporate Pointe Suite 550
Culver City CA 90230
Tel: (310) 306-3636 ext. 3822
Email: joseph@irwinnaturals.com
DESERT HAWK: Unsecured Creditors to be Paid in Full in Plan
-----------------------------------------------------------
Desert Hawk Gold Corp. filed with the U.S. Bankruptcy Court for the
District of Nevada a Disclosure Statement describing Chapter 11
Plan dated August 5, 2024.
The Debtor currently engaged in the extraction of gold and related
precious metals from its Kiewit mining property located in the Gold
Hill Mining District in Tooele County, Utah.
In addition, the Debtor has previously commenced crushing and
performing cyanide vat and heap leaching on various ores from a
third party at its Gold Hill processing plant. This processing for
a third party was suspended in October 2022.
RiverMet Resource Capital LP, the Debtor's largest secured creditor
that is owed in excess of $27,000,000.00, agreed via written email
to accept the sum of $3,000,000.00, to assign its secured claim to
the Debtor or another third party investor.
Class 3 consists of General Unsecured Claims. The Class 3 Allowed
general unsecured claims totaling $516,825.44, calculated as of the
Petition Date, shall be paid in full on or before 1 year after the
Effective Date of the Plan, and with interest at the contract rate
if one exists, or if no contract rate, at the Nevada legal rate
pursuant to NRS 17.130(2) of prime plus 2% per annum from the
Petition Date, until paid. Accordingly, the Class 3 Allowed general
unsecured claims are impaired under the Plan.
Class 4 consists of the shareholders' equity interests in the
Debtor existing on the Petition Date shall remain unchanged.
Accordingly, the Class 4 equity interests of the Debtor are
unimpaired under the Plan.
The Debtor shall fund the proposed Plan payments from an Investor
that timely funds $3,000,000.00 to cause an assignment of the Class
1 Secured Claim to that Investor. Funding shall occur on or before
1 year after the Effective Date of the Plan.
A full-text copy of the Disclosure Statement dated August 5, 2024
is available at https://urlcurt.com/u?l=NwSgYO from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Stephen R. Harris, Esq.
Harris Law Practice LLC
850 E. Patriot Blvd., Suite F
Reno, NV 89511
Tel: (775) 786-7600
Email: steve@harrislawreno.com
About Desert Hawk Gold Corp.
Desert Hawk Gold Corp. is a mineral exploration company in the Gold
Hill Mining District in Tooele County, Utah. The Company is focused
on the exploration and development of its Kiewit claims – seven
unpatented lode mining claims -- and the operation of a heap leach
processing facility.
Desert Hawk Gold Corp. in Reno, NV, filed its voluntary petition
for Chapter 11 protection (Bankr. D. Nev. Case No. 24-50337) on
April 5, 2024, listing as much as $10 million to $50 million in
both assets and liabilities. Rick S. Havenstrite as president,
signed the petition.
Judge Hilary L. Barnes oversees the case.
HARRIS LAW PRACTICE LLC serves as the Debtor's legal counsel.
DIOCESE OF ALBANY: Taps Becket Fund as Appellate Counsel
--------------------------------------------------------
The Roman Catholic Diocese of Albany, New York seeks approval from
the U.S. Bankruptcy Court for the Northern District of New York to
employ The Becket Fund for Religious Liberty as pro bono special
appellate counsel.
The firm will represent the Debtor in proceedings in the United
States Supreme Court in connection with a petition for certiorari
from the New York Court of Appeals' May 21, 2024 decision in Case
No. 45 (available at 2024 WL 2278222) concerning a challenge to a
regulation promulgated by the State of New York, N.Y. Comp. Codes
R. & Regs. Tit. 11, Sec. 52.16(o), mandating that employer health
insurance plans cover abortions.
As disclosed in the court filings, The Becket does not hold or
represent any interest adverse to the Debtor or the estate.
The firm can be reached through:
Eric Baxter, Esq.
The Becket Fund for Religious Liberty
1919 Pennsylvania Ave. NW
Washington, D.C., 20006
Phone: (202) 955-0095
About The Roman Catholic Diocese of Albany
The Roman Catholic Diocese of Albany is a religious organization in
Albany, N.Y. It covers 13 counties in Eastern New York, including a
portion of the 14th county. Its Mother Church is the Cathedral of
the Immaculate Conception in the city of Albany.
New York's Child Victims Act, which took effect in August 2019,
temporarily sets aside the usual statute of limitations for
lawsuits to give victims of childhood sexual abuse a year to pursue
even decades-old claims. Hundreds of new lawsuits have been filed
against churches and other institutions since the law took effect
on Aug. 14, 2019.
Facing the financial weight of new sexual misconduct lawsuits, at
least four of the eight Roman Catholic dioceses in the state, has
already sought Chapter 11 protection. The dioceses that have
declared bankruptcy include the Diocese of Rochester and the
Diocese of Rockville Centre on Long Island.
The Catholic Diocese of Albany sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-10244) on
March 15, 2023. In the petition filed by Fr. Robert P. Longobucco,
the Debtor estimated assets between $10 million and $50 million and
liabilities between $50 million and $100 million.
Judge Robert E. Littlefield, Jr. oversees the case.
The Debtor tapped Nolan Heller Kauffman, LLP as bankruptcy counsel;
Tobin and Dempf, LLP as special litigation counsel; Keegan Linscott
& Associates, PC as financial advisor; and Bonadio & Co., LLP as
accountant. Donlin, Recano & Company, Inc. is the claims and
noticing agent.
On April 17, 2023, the U.S. Trustee for Region 2 appointed two
separate committees to represent unsecured creditors and tort
claimants in the Debtor's Chapter 11 case.
The unsecured creditors' committee tapped Lemery Greisler, LLC as
legal counsel; Dundon Advisors, LLC as financial advisor; and
OneDigital Investment Advisors, LLC as special investment
consultant.
Stinson, LLP and OneDigital Investment Advisors serve as the tort
committee's legal counsel and special investment consultant,
respectively.
DIOCESE OF ALBANY: Taps Jones Day as Special Appellate Counsel
--------------------------------------------------------------
The Roman Catholic Diocese of Albany, New York seeks approval from
the U.S. Bankruptcy Court for the Northern District of New York to
employ Jones Day as pro bono special appellate counsel.
The firm will represent the Debtor in proceedings in the United
States Supreme Court in connection with a petition for certiorari
from the New York Court of Appeals' May 21, 2024 decision in Case
No. 45 (available at 2024 WL 2278222) concerning a challenge to a
regulation promulgated by the State of New York, N.Y. Comp. Codes
R. & Regs. Tit. 11, Sec. 52.16(o), mandating that employer health
insurance plans cover abortions.
The customary hourly rates for Jones Day are as follows:
Noel Francisco, Esq. $1,750
Victoria Dorfman, Esq. $1,425
Kelly Holt, Esq. $1,075
As disclosed in the court filings, Jones Day does not hold or
represent any interest adverse to the Debtor or the estate.
The firm can be reached through:
Noel J. Francisco, Esq.
Jones Day
51 Louisiana Avenue, N.W.
Washington, D.C. 20001-2113
Phone: (202) 879-5485
Email: njfrancisco@jonesday.com
About The Roman Catholic Diocese of Albany
The Roman Catholic Diocese of Albany is a religious organization in
Albany, N.Y. It covers 13 counties in Eastern New York, including a
portion of the 14th county. Its Mother Church is the Cathedral of
the Immaculate Conception in the city of Albany.
New York's Child Victims Act, which took effect in August 2019,
temporarily sets aside the usual statute of limitations for
lawsuits to give victims of childhood sexual abuse a year to pursue
even decades-old claims. Hundreds of new lawsuits have been filed
against churches and other institutions since the law took effect
on Aug. 14, 2019.
Facing the financial weight of new sexual misconduct lawsuits, at
least four of the eight Roman Catholic dioceses in the state, has
already sought Chapter 11 protection. The dioceses that have
declared bankruptcy include the Diocese of Rochester and the
Diocese of Rockville Centre on Long Island.
The Catholic Diocese of Albany sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D.N.Y. Case No. 23-10244) on
March 15, 2023. In the petition filed by Fr. Robert P. Longobucco,
the Debtor estimated assets between $10 million and $50 million and
liabilities between $50 million and $100 million.
Judge Robert E. Littlefield, Jr. oversees the case.
The Debtor tapped Nolan Heller Kauffman, LLP as bankruptcy counsel;
Tobin and Dempf, LLP as special litigation counsel; Keegan Linscott
& Associates, PC as financial advisor; and Bonadio & Co., LLP as
accountant. Donlin, Recano & Company, Inc. is the claims and
noticing agent.
On April 17, 2023, the U.S. Trustee for Region 2 appointed two
separate committees to represent unsecured creditors and tort
claimants in the Debtor's Chapter 11 case.
The unsecured creditors' committee tapped Lemery Greisler, LLC as
legal counsel; Dundon Advisors, LLC as financial advisor; and
OneDigital Investment Advisors, LLC as special investment
consultant.
Stinson, LLP and OneDigital Investment Advisors serve as the tort
committee's legal counsel and special investment consultant,
respectively.
DIRECT LENDING: Receiver Reaches Settlement With Deloitte & Kroll
-----------------------------------------------------------------
The Court-appointed receiver for the estate of Direct Lending
Investment LLC, Direct Lending Income Fund LP ("DLIF"), Direct
Lending Income Feeder Fund Ltd. ("DLIFF"), DLI Capital Inc., DLI
Lending Agent LLC, DLI Asset Bravo LLC (in receivership)("DLI
Receivership Entities"), the Joint Official Liquidators of Direct
Lending Income Feeder Fund Ltd. (in official liquidation)(together
with DLI Receivership Entities "DLI Entities"), and the party
investors of the DLI Entities ("Claimants") have reached an
agreement to settle all claims asserted or that could have been
asserted against EisnerAmper LLP ("Eisner") and Duff & Phelps LLC
nka Kroll LLC by claimants or any DLIF investor that does not
exclude itself from the settlements ("participating DLIF
investors"), that are based upon, related to, or in connection with
professional services provided by Eisner and Kroll to the DLI
Entities, among other releases claims
Pursuant to the amended settlement agreement, the Deloitte
Entities
will pay the amount of $10 million and Kroll will pay the amount of
$6.9 million ("settlement amount") to be deposited into escrow
account(s) for DLIF investors; for DLIFFl and for the payment of
Court approved attorney's fees.
Counsel for the Party Investors seek to be paid attorney's fees of
up to 30% or $3 million from the Eisner Settlement and $2.07
million from the Kroll Settlement, which will be deducted from the
settlement amounts.
As part of the amended settlement agreement, the receiver has
requested entry of a final order approving the settlement from the
United States District Court, Central District of California,
Securities and Exchange Commission v. Direct Lending Investment
LLC, Case No. 19-cv-2188.
If the Court in the SEC actions approves the settlements, claimants
and participating DLIF investors will be eligible to receive their
portion of the Net Settlement Amounts as determined by the
distribution method approved by the Court in the SEC action. A
separate portion of the net settlement amounts will be distributed
by the JOLs of DLIFF in accordance with Cayman Island Law.
Investors have the right to exclude themselves from the settlement
agreements pursuant to the procedures described in the notices to
be sent to investors. The deadline to opt-out is Oct. 14, 2024.
The Court in the SEC Action will hold a hearing to consider
whether
to approve the settlement agreements and enter final approval
orders at 1:30 p.m. on Nov. 4, 2024, in Courtroom 7D of the United
States District Court for the Central District of California, First
Street Courthouse, 350 West 1st Street, Los Angeles, California
90012.
The Court will consider whether the settlement is adequate, fair,
and reasonable. If you wish to object to the amended settlement
agreement or appear at the hearing you must email a written
objection to TeamDLI@stretto.com on or before Oct. 14, 2024.
Complete copies of the amended settlement agreement, the proposed
order approving settlement agreement, and other settlement
documents are available on the receiver's Web site at:
http://case.stretto.com/dlior be emailing: TeamDLI@stretto.com or
by calling: 855-855-1564.
Direct Lending Investment LLC is an investment company. The
Company invests in private debts. Direct Lending Investments
serves customers in the State of California.
DJK ENTERPRISES: Files for Chapter 11 Bankruptcy
------------------------------------------------
On August 9, 2024, DJK Enterprises LLC filed Chapter 11 protection
in the Southern District of Illinois. According to court filing,
the Debtor reports between $10 million and $50 million in debt owed
to 1 and 49 creditors. The petition states funds will be available
to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
September 12, 2024 at 1:30 p.m. at Thelma Keller Convention Center.
(Telephonically).
About DJK Enterprises LLC
DJK Enterprises LLC, doing business as Thelma Keller Convention
Center, Holiday Inn Effingham and TK Grille Restaurant, is part of
the traveler accommodation industry.
DJK Enterprises LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ill. Case No. 24-60126) on August 9,
2024. In the petition filed by Chris Keller, as president and
member, the Debtor reports estimated assets and liabilities between
$10 million and $50 million each.
The Debtor is represented by:
LEWIS RICE LLC
600 Washington
Suite 2500
Saint Louis, MO 63101-1311
Tel: 314-444-7600
Email: lparres@lewisrice.com
DMK PHARMACEUTICALS: Court Penalizes Defunct Unit for $10.2 Million
-------------------------------------------------------------------
Pete Brush of Law360 reports that a Manhattan federal judge hit a
defunct unit of bankrupt biotechnology concern DMK Pharmaceuticals
Corp. with a $10. 2 million fine Thursday, August 15, 2024, after
the subsidiary admitted to criminally faking horse-drug
prescriptions in a scheme that generated $4. 2 million, Law360
reports.
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.
DREAM FINDERS: Moody's Ups CFR & Sr. Unsecured Notes Rating to B1
-----------------------------------------------------------------
Moody's Ratings upgraded the corporate family rating and senior
unsecured notes rating of Dream Finders Homes, Inc. to B1 from B2
and the probability of default rating to B1-PD from B2-PD. The
speculative grade liquidity rating remains unchanged at SGL-3. The
rating outlook is maintained at stable.
"The upgrade reflects Dream Finders Homes' improved credit profile
while continuing to grow its unit closings and diversify into new
markets," said Griselda Bisono, Vice President – Senior Analyst
at Moody's Ratings. The company's gross margin has increased to
about 24% for the twelve months ended June 30, 2024 from 21% one
year ago, and while expected to modestly decline to 23% by the end
of 2025, will remain solid. Furthermore, Dream Finders Homes has
expanded into Charleston and Greenville, South Carolina as well as
Nashville, Tennessee through the acquisition of Crescent Ventures,
LLC in February 2024. The company has also recently expanded into
Phoenix through the acquisition of over 280 home sites.
The immediate impact of the Crescent acquisition, which was funded
with a combination of cash and revolver drawings, was an increase
to Dream Finders Homes' adjusted homebuilding debt to
capitalization to 51% as of June 30, 2024, from about 47% at
December 31, 2023. Dream Finders Homes has a meaningful backlog of
sold homes of 4,205 units, and the company's forecast of 8,250
units closed in 2024 should result in deleveraging through earnings
growth.
RATINGS RATIONALE
The B1 CFR reflects Dream Finders Homes' prudent approach to land
acquisition, primarily securing finished lots through option
contracts. This strategy minimizes the risk of asset impairment and
enhances the rate at which the company turns over its inventory.
The company's diverse product offering, including entry-level and
move-up homes, further supports the rating. Despite its active
pursuit of growth through organic means and acquisitions aimed at
expanding its market presence, Dream Finders Homes remains a
smaller player in most of its operational markets compared to other
publicly rated homebuilders.
The company's rating is limited by heavy concentration in Florida
and Texas, although that concentration is declining through
expansion into other markets. Despite its presence in several
markets, the company's market share is generally limited.
Additionally, the company's relatively brief history, especially at
its current size in a volatile industry, is a point of concern.
Nevertheless, Dream Finders Homes benefits from a small yet
seasoned management team with expertise in public company
operations and homebuilding, which is expected to aid in its
expansion and diversification efforts.
Dream Finders Homes' SGL-3 speculative grade liquidity rating
reflects Moody's view that the company will maintain a high
quarterly cash balance between $250-300 million, offset by heavy
reliance on its $1.4 billion revolving credit facility. Other
liquidity factors considered include expectation of sufficient
cushion under the financial maintenance covenants of the credit
facility, no near-term debt maturities and limited alternative
sources of liquidity given the company's land-lite strategy.
The stable outlook reflects Moody's expectations that Dream Finders
Homes will continue to maintain a conservative land strategy while
executing strategic growth in existing markets.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Dream Finders Homes continues to
expand its scale while improving geographic diversity. In addition,
an upgrade would require maintenance of debt to total
capitalization below 45%, EBIT interest coverage maintained above
4.5x and gross margin sustained at or above 20%. A ratings upgrade
would also reflect maintenance of good liquidity and sustained
positive free cash flow to fund growth.
The ratings could be downgraded if debt to total capitalization
approaches 55%, EBIT interest coverage drops below 3.0x or if the
company's liquidity weakens. Also, a downgrade could result from
weakening industry conditions causing meaningful revenue and gross
margin declines.
The principal methodology used in these ratings was Homebuilding
and Property Development published in October 2022.
Dream Finders Homes, Inc. headquartered in Jacksonville, Florida,
is a homebuilder focused on the construction of entry-level and
move-up single-family homes. The company operates in several
markets within Florida, Texas, North Carolina, South Carolina,
Georgia, Colorado, Virginia, Maryland, Tennessee and Arizona. For
the twelve months ended June 30, 2024 the company generated $3.9
billion in sales.
E&J PROPERTIES: Seeks to Tap Bush Law Firm as Bankruptcy Counsel
----------------------------------------------------------------
E&J Properties, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Alabama to hire The Bush Law Firm, LLC
as legal counsel.
The firm's services include:
(a) advise the Debtor of its rights, powers and duties;
(b) prepare and file the documents necessary to advance this
Chapter 11 case;
(c) represent the Debtor at the hearings in this matter;
(d) prepare and file the status report and plan; and
(e) defend challenges to the automatic stay set forth within
11 U.S.C. sec. 362(a); and
(f) provide such other legal services and/or prepare and/or
file such other documents as may be necessary for the Debtor to
carry out its duties and functions in this case.
The hourly rates of the firm's counsel and staff are as follows:
Anthony B. Bush, Esq., Attorney $350
Associate Attorney $175
Paralegal $75
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a retainer in the amount of $11,830.38 from the
Debtor.
Mr. Bush 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:
Anthony B. Bush, Esq.
The Bush Law Firm, LLC
Parliament Place Professional Center
3198 Parliament Circle 302
Montgomery, AL 36116
Telephone: (334) 263-7733
Facsimile: (334) 832-4390
Email: anthonybbush@yahoo.com
About E&J Properties, LLC
E&J Properties is engaged in activities related to real estate.
E&J Properties, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No.
24-02477) on August 16, 2024, listing $1 million to $10 million in
both assets and liabilities. The petition was signed by Brian E.
Sanders as managing member.
Judge Tamara O Mitchell presides over the case.
Anthony B Bush, Esq at The Bush Law Firm, LLC represents the Debtor
as counsel.
ECN CAPITAL: DBRS Confirms BB(high) LongTerm Issuer Rating
----------------------------------------------------------
DBRS, Inc. confirmed the credit ratings of ECN Capital Corp. (ECN
or the Company), including the Company's Long-Term Issuer Rating of
BB (high) and Preferred Shares Rating of Pfd-4 (high). The trend on
the credit ratings remain Stable. The Company's Intrinsic
Assessment (IA) is BB (high) and the Support Assessment is SA3,
resulting in the Company's Long-Term Issuer Rating being equalized
with the IA.
KEY CREDIT RATING CONSIDERATIONS
ECN's credit ratings confirmation reflects a sound franchise with a
focus on providing secured consumer and commercial financing
through its three businesses, including Triad Financial Services,
Inc. (Triad), ECN's manufactured housing finance subsidiary, as
well as Source One Financial Services, LLC (Source One) and
Intercoastal Financial Group, LLC (IFG), its marine and
recreational vehicle (RV) financing businesses. The credit ratings
also take into consideration, the Company's recent earnings
volatility, which included a sizable net loss in 2023. We note that
earnings were positive for the first six months of 2024 (1H24).
Credit ratings reflect ECN's acceptable risk profile given the
Company's business model, but also take into account its recent
elevated market risk which drove material fair value write-downs.
The Company's funding profile remains appropriate as originations
for the operating businesses are funded on a flow basis by over 100
institutional partners (the Partners). Finally, cashflow leverage
remains high but has improved in 1H24.
The Stable Trend reflects our view that ECN's credit fundamentals
will remain consistent with the current rating level, despite the
higher for longer base rate environment and economic uncertainty.
After a challenging 2023, we anticipate that ECN will generate
solid operating results going forward, driven by operational
changes, enhanced funding diversification, and improved shipments
and solid demand levels for manufactured housing. underpinned by
the notable affordability issues in the U.S. housing market.
CREDIT RATING DRIVERS
A sustained improvement in levels of statutory earnings and cash
flow leverage while maintaining a sound risk profile would result
in an upgrade of the credit ratings. Conversely, an outsized loss
or Partner funding disruptions would result in a credit ratings
downgrade. Should credit risk on the balance sheet become more
pronounced or if cash flow leverage track upwards for a sustained
period, the credit ratings would be downgraded.
CREDIT RATING RATIONALE
Franchise Building Block (BB) Assessment: Good / Moderate
ECN has a sound franchise supported by its top tier manufactured
housing financing business, Triad, and its more modest position in
the marine and RV financing market. The businesses provide secured
consumer and commercial financing to primarily super-prime and
prime credit quality customers. ECN also has a strategic
partnership with Skyline Champion (Skyline), a leading producer of
factory-built housing and retailer in North America. Additionally,
and as part of the partnership, ECN and Skyline launched Champion
Financing, a new joint venture (JV) captive finance company with
new loan products and floorplan programs for Skyline's retailers.
Overall, we expect ECN's partnership with Skyline to benefit the
Company's franchise in a growing market while also widening its
origination sourcing funnel. Of note, on February 21, 2024, the
Company completed the sale of its Red Oak RV and Marine Inventory
Finance platform (Red Oak), which operated through Triad Financial
Services, to a third-party investor for cash proceeds of $153.3
million, subject to final working capital adjustment. Transaction
expenses related to the sale of Red Oak were approximately $4.0
million.
Earnings Building Block (BB) Assessment: Moderate / Weak
Earnings have been volatile over the past eighteen months. Indeed,
ECN reported a net loss of $106.7 million in 2023, down from $15.9
million of net income in 2022. The loss reflected a number of
headwinds, including lower revenues due to fair value marks in
ECN's land home portfolio, driven by a significant prolonged
industry backlog in manufactured housing coupled with the steep
rise in interest rates. Additionally, the Company's funding
reflected a transition in funding Partners from mostly credit
unions and banks to a higher proportion of alternative asset
manager Partners, resulting in lower premiums. The Company's
borrowing expense materially increased due to higher average
finance asset balances and a higher average borrowing rate.
Additionally, with the completion of its strategic review,
substantial restructuring costs including expenses related to the
termination of office leases and disposition of its corporate
office, negatively impacted the Company's bottom line, but are not
expected to reoccur going forward.
The Company's earnings were improved in 1H24 at $1.0 million, up
from a $48.2 million loss in 1H23, driven by higher loan
origination revenues, normalization of manufactured housing
backlogs, the non-recurrence of the negative fair value
adjustments, and the non-recurrence of restructuring material
costs.
Risk Building Block (BB) Assessment: Good / Moderate
We view ECN's risk profile as acceptable. Operational risk remains
a key risk given that the Company's consumer business has
considerable compliance and regulatory oversight and many of its
Partners are FDIC-insured institutions. We see operational risk as
well managed. Market risk is largely comprised of interest rate
risk and partially contributed to the write-down on the fair value
of the land home loans in 2023. The rapid rise in interest rates,
which when combined with extended backlogs of manufactured homes
due to supply chain issues, resulted in the aforementioned fair
value decline in land home loans. Going forward, the Company has
implemented interest rate locks upon approval of the loan as
opposed to when it is funded, which should reduce interest rate
risk. Credit risk is limited to ECN's moderately sized manufactured
housing floorplan business ($175.9 million at June 30, 2024), RV
and marine portfolio ($8.1 million at June 30, 2024) and the loans
held for trading portfolio ($374.6 million at June 30, 2024).
Mitigating the credit risk associated with the floorplan portfolio,
the Company also has established a flow agreement with an
institutional funding Partner to purchase floorplan loans,
providing additional flexibility in managing the overall size of
its floorplan portfolio. The held for trading portfolio represents
commitments, as well as regular flow business of manufactured
housing loans to large institutional buyers that prefer larger bulk
purchases rather than a more frequent sales cadence.
Funding and Liquidity Building Block (BB) Assessment:
Moderate/Weak
We view the Company's funding profile as appropriate. Indeed, its
secured consumer and commercial segment is funded on a flow basis
by its Partners. Although, ECN was never unfunded in 2023, the
Company's sources of funding were somewhat disrupted as some banks
and credit unions pulled back their funding more than anticipated
which resulted in an elevated use of ECN's balance sheet.
Importantly, ECN has diversified its funding sources by bringing
on-board additional funding Partners, with a focus on asset
managers and life insurance companies. Overall banks and credit
unions have returned in 2024 with increasing commitments. Triad and
the RV and marine segments are considered overfunded for 2024,
reflecting the attractiveness of its high quality originations. At
June 30, 2024, the Company had $723.8 million of debt outstanding,
comprised of $565.9 million drawn from its senior credit facility
and $157.8 million of outstanding senior unsecured debentures. Of
note, the Company utilized proceeds from the sale of Red Oak to
repay amounts owed under its senior credit facility. Meanwhile, ECN
maintains a moderate level of liquidity, which includes $22.4
million of cash and cash equivalents along with $226 million of
available capacity under its long-term senior credit facility
subject to available collateral, as of June 30, 2024.
Capitalization Building Block (BB) Assessment: Moderate / Weak
Capital is acceptable and reflects Skyline's C$185 million
strategic investment in ECN. At June 30, 2024, cash flow leverage
was high at 6.8x, but down from 11.6x at year-end 2023, due to a
decrease in outstanding debt. Although cash flow leverage has
improved, it is still elevated and we would view sustained lower
levels favorably. We do note that the Company is at a tangible
equity deficit position as a result of the goodwill and intangibles
on the balance sheet due to past acquisitions.
Notes: All figures are in US Dollars unless otherwise noted.
ENGLOBAL CORP: Nasdaq Grants Listing Extension Until November 26
----------------------------------------------------------------
ENGlobal Corporation disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that on August 14, 2024,
the Company received written notice from The Nasdaq Stock Market
notifying the Company that the Nasdaq Hearings Panel has determined
to grant the Company's request for an exception to continue its
listing on the Nasdaq Capital Market until November 26, 2024,
subject to the Company demonstrating compliance with Listing Rule
5550 on or before such date and certain other conditions.
As previously disclosed, on November 27, 2023, the Company received
written notice from Nasdaq indicating that the Company was not in
compliance with Listing Rule 5550(b) for continued listing due to
the Company's failure to maintain a minimum of $2,500,000 in
stockholders' equity. Nasdaq also determined that the Company had
not met the alternatives of market value of listed securities or
net income from continuing operations for continued listing. The
Company subsequently submitted a plan to regain compliance and
based on such submission, Nasdaq granted the Company an extension
of time until May 27, 2024 to regain compliance with Listing Rule
5550(b). On May 30, 2024, the Company received written notice from
the Nasdaq notifying the Company that the Nasdaq staff had
determined that the Company did not meet the terms of the
extension. The Company requested an appeal of this determination
before a the Panel. At the Panel hearing, which was held on July
25, 2024, the Company presented a plan to regain compliance with
the applicable Nasdaq listing requirements.
There can be no assurance that the Company will be able to regain
compliance with the applicable Nasdaq listing requirements. If the
Company's common stock is delisted, it could be more difficult to
buy or sell the Company's common stock or to obtain accurate
quotations, the price of the Company's common stock could suffer a
material decline and the number of investors willing to hold or
acquire the Company's common stock could be reduced. Delisting
could also negatively impact the Company's ability to raise capital
and obtain financing and impair the Company's ability to provide
equity incentives.
About ENGlobal
ENGlobal Corporation (NASDAQ: ENG) -- www.englobal.com -- is a
provider of innovative, delivered project solutions primarily to
the energy industry. ENGlobal operates through two reportable
segments: Commercial and Government Services. The Commercial
segment provides engineering, design, fabrication, construction
management, and integration of automated control systems. The
Government Services segment provides engineering, design,
installation, operations, and maintenance of various government,
public sector, and international facilities, specializing in
turnkey automation and instrumentation systems for the U.S. Defense
industry.
Houston, Texas-based Moss Adams LLP, the Company's auditor since
2017, issued a "going concern" qualification in its report dated
March 29, 2024, citing that the Company has suffered recurring
losses from operations and has utilized significant cash in
operations, raising substantial doubt about its ability to continue
as a going concern.
ENGlobal reported a net loss of $15.2 million for the year ended
December 30, 2023, compared to a net loss of $18.5 million for the
year ended December 31, 2022. As of June 29, 2024, the Company had
$14.8 million in total assets, $18.8 million in total liabilities,
and $3.9 million in total stockholders' deficit.
ENVIVA INC: Plan Exclusivity Period Extended to Nov. 7
------------------------------------------------------
Judge Brian F. Kenney of the U.S. Bankruptcy Court for the Eastern
District of Virginia extended Enviva Inc. and its affiliates'
exclusive periods to file a plan of reorganization and obtain
acceptance thereof to November 7, 2024 and January 6, 2025,
respectively.
As shared by Troubled Company Reporter, the Debtors are the world's
largest producer of industrial wood pellets, a renewable and
sustainable energy source produced by aggregating a natural
resource, wood fiber and processing it into a transportable form.
The Debtors claim that their chapter 11 cases are sufficiently
large and complex to warrant the requested extension of the
Exclusivity Periods. As of the Petition Date, the Debtors have
approximately $1.8 billion in funded debt obligations. As a result
of their capital structure, the Debtors have numerous active
constituents, including numerous sophisticated vendors, lenders,
and stakeholders. The size and complexity of these chapter 11 cases
thus weigh in favor of extending the Exclusivity Periods.
The Debtors assert that they have negotiated and executed an RSA
that sets forth the framework for a confirmable chapter 11 plan.
Notwithstanding recent obstacles faced by the Debtors, they intend
to file a plan and disclosure statement as expediently as
reasonably practicable and similarly seek an extension of certain
milestones under the RSA and DIP Facility. The Debtors have made
substantial progress towards filing a plan of reorganization
consistent with the RSA, for which the Debtors anticipate support
from a wide array of their creditors.
Counsel to the Debtors:
Michael A. Condyles, Esq.
Peter J. Barrett, Esq.
Jeremy S. Williams, Esq.
Kutak Rock LLP
901 East Byrd Street, Suite 1000
Richmond, VA 23219-4071
Tel: (804) 644-1700
Fax: (804) 783-6192
Email: michael.condyles@kutakrock.com
peter.barrett@kutakrock.com;
jeremy.williams@kutakrock.com
About Enviva Inc.
Headquartered in Bethesda, Md., Enviva Inc. --
https://www.envivabiomass.com/ -- is a producer of industrial wood
pellets, a renewable and sustainable energy source produced by
aggregating a natural resource, wood fiber, and processing it into
a transportable form, wood pellets. Enviva exports its wood pellets
to global markets through its deep-water marine terminals at the
Port of Chesapeake, Virginia, the Port of Wilmington, North
Carolina, and the Port of Pascagoula, Mississippi, and from
third-party deep-water marine terminals in Savannah, Georgia,
Mobile, Alabama, and Panama City, Florida.
Enviva Inc. and certain affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Lead Case No.
24-10453) on March 13, 2024. In the petition signed by Glenn T.
Nunziata, interim chief executive officer and chief financial
officer, Enviva Inc. disclosed $2,893,581,000 in assets and
$2,631,263,000 in liabilities.
Judge Brian F. Kenney oversees the cases.
The Debtors tapped Vinson & Elkins, LLP as general bankruptcy
counsel; Kutak Rock, LLP as local counsel; Lazard Freres & Co., LLC
as investment banker; Alvarez & Marsal Holdings, LLC as financial
advisor; and Kurtzman Carson Consultants, LLC as notice and claims
agent.
The U.S. Trustee for Region 4 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Akin Gump Strauss Hauer & Feld, LLP as lead
bankruptcy counsel; Hirschler Fleischer, PC as local counsel;
Ducera Partners, LLC as investment banker; and AlixPartners, LLP as
financial advisor.
ENVIVA INC: Vinsons Gets Go Signal to Become Special Counsel
------------------------------------------------------------
Evan Ochsner of Bloomberg Law reports that Vinson & Elkins LLP won
approval to represent Enviva Inc. in its bankruptcy as special
counsel after a judge previously blocked the firm from taking a
lead role in the case.
Judge Brian F. Kenney of the US Bankruptcy Court for the Eastern
District of Virginia on Thursday, August 15, 2024, authorized the
wood pellet maker to employ Vinson & Elkins after the firm agreed
to narrow its role. Vinson & Elkins partner David Meyer said the
firm made the changes to the scope of its proposed work amid
opposition from the US Trustee, the Justice Department's bankruptcy
watchdog.
About Enviva Inc.
Headquartered in Bethesda, Md., Enviva Inc. --
https://www.envivabiomass.com -- is a producer of industrial wood
pellets, a renewable and sustainable energy source produced by
aggregating a natural resource, wood fiber, and processing it into
a transportable form, wood pellets. Enviva exports its wood pellets
to global markets through its deep-water marine terminals at the
Port of Chesapeake, Virginia, the Port of Wilmington, North
Carolina, and the Port of Pascagoula, Mississippi, and from
third-party deep-water marine terminals in Savannah, Georgia,
Mobile, Alabama, and Panama City, Florida.
Enviva Inc. and certain affiliates sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. Va. Lead Case No.
24-10453) on March 13, 2024. In the petition signed by Glenn T.
Nunziata, interim chief executive officer and chief financial
officer, Enviva Inc. disclosed $2,893,581,000 in assets and
$2,631,263,000 in liabilities.
Judge Brian F. Kenney oversees the cases.
The Debtors tapped Vinson & Elkins, LLP as general bankruptcy
counsel; Kutak Rock, LLP as local counsel; Lazard Freres & Co., LLC
as investment banker; Alvarez & Marsal Holdings, LLC as financial
advisor; and Kurtzman Carson Consultants, LLC as notice and claims
agent.
The U.S. Trustee for Region 4 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
EPHPHATHA HOUSE: Case Summary & Two Unsecured Creditors
-------------------------------------------------------
Debtor: Ephphatha House OfPrayer, Inc.
d/b/a Living Flame Church
a/k/a Ephphatha House of Prayer, Inc.
2723 Orange Ave.
La Crescenta, CA 91214
Business Description: Ephphatha House is a Nonprofit Religious
Corporation organized under the laws of the
state of California. The church
evangelizes gospel (Jesus is Christ) to all
of the world and preaches, educates and
trains members of church to be desciple of
Jesus Christ.
Chapter 11 Petition Date: August 28, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-16940
Debtor's Counsel: Venessa M. Haberbush, Esq.
HABERBUSH, LLP
444 West Ocean Boulevard
Suite 1400
Long Beach, CA 90802
Tel: (562) 435-3456
Total Assets: $2,301,145
Total Liabilities: $2,181,599
The petition was signed by Tae H. Kim as CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/AJJII7Y/Ephphatha_House_OfPrayer_Inc__cacbke-24-16940__0001.0.pdf?mcid=tGE4TAMA
ESSEX PARK: Unsecureds to Split $13.5K over 3 Years
---------------------------------------------------
Essex Park Villas Condominium Association, Inc., filed with the
U.S. Bankruptcy Court for the Middle District of Florida a
Subchapter V Plan of Reorganization dated August 2, 2024.
Essex was formed in 1996 for the purpose of managing the common
elements of an 80-unit condominium complex located at: 1821
Michigan Avenue, Kissimmee, Florida 34744 (the "Property").
The Debtor's primary source of income is derived from monthly dues
and periodic assessments from its members.
Prior to the Petition Date, Essex was involved in two civil
lawsuits, one of which resulted in the entry of a judgment against
Essex in the amount of $122,661.46 (the "Judgment"). With no
available line of credit and no ability to address the Judgment and
restructure its finances outside of bankruptcy, Essex elected to
file a voluntary petition for relief under Chapter 11 of the
Bankruptcy Code in order to preserve its ongoing operations and to
structure a plan supported by a special assessment to support its
repayment obligations.
After the Petition Date, Essex recovered over $40,000.00 in
operational funding which was held subject to a post-judgment writ
of garnishment. Recovery of its operating funds enabled Essex to
continue operations uninterrupted while it structured its
reorganization plan.
Class 2 consists of all Allowed General Unsecured Claims against
the Debtor. As set forth in the Debtor's financial projections, the
Debtor's projected disposable income is $13,480.00. In full
satisfaction of the Allowed Class 2 General Unsecured Claims,
Holders of Class 2 Claims shall receive a pro rata share of
Distributions totaling $13,480.00 paid pursuant to the following
payment schedule, which payments shall commence on the Effective
Date:
* Quarters 1 through 4 (Plan Year 1): $1,123.34 per quarter.
* Quarters 5 through 8 (Plan Year 2): $1,123.34 per quarter.
* Quarters 9 through 12 (Plan Year 3): $1,123.34 per quarter.
In a liquidation scenario, the value received by holders of Allowed
Class 2 Claims would be $0.00. In addition to the annual
Distributions outlined herein, Class 2 Claimholders shall also
receive a pro rata share of the net proceeds recovered from all
Causes of Action after payment of professional fees and costs
associated with such collection efforts, and after Administrative
Claims and Priority Claims are paid in full. The maximum
Distribution to Class 2 Claimholders shall be equal to the total
amount of all Allowed Class 2 General Unsecured Claims. Class 2 is
Impaired.
Class 3 consists of all equity interests (if any) in Essex Park
Villas Condominium Association, Inc. Class 3 Interest Holders shall
retain their respective Interests in Essex Park Condominium
Association, Inc. in the same proportions such Interests were held
as of the Petition Date and pursuant to the Declarations. Class 3
is Unimpaired.
The Plan contemplates the Debtor will continue to manage and
operate its business in the ordinary course, but with restructured
debt obligations. It is anticipated the Debtor's postconfirmation
business will mainly involve continued operation of its freight
hauling business, the income from which will be committed to make
the Plan Payments to the extent necessary.
Funds generated from the Debtor's operations through the Effective
Date will be used for Plan Payments; however, the Debtor's cash on
hand as of Confirmation will be available for payment of
Administrative Expenses. It is anticipated that the payment of
regular association assessments will be sufficient to make the Plan
Payments.
A full-text copy of the Subchapter V Plan dated August 2, 2024 is
available at https://urlcurt.com/u?l=nteSSf from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Daniel A. Velasquez, Esq.
LATHAM, LUNA, EDEN & BEAUDINE, LLP
201 S. Orange Ave., Suite 1400
Orlando, Florida 32801
Tel: 407-481-5800
Fax: 407-481-5801
About Essex Park Villas Condominium Association
Essex Park Villas Condominium Association, Inc., was formed in 1996
for the purpose of managing the common elements of an 80-unit
condominium complex located at: 1821 Michigan Avenue, Kissimmee,
Florida 34744 (the "Property").
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-03000) on June 14,
2024, with $50,001 to $100,000 in assets and $100,001 to $500,000
in liabilities.
Judge Tiffany P. Geyer presides over the case.
Daniel A. Velasquez, Esq., at Latham, Luna, Eden & Beaudine, LLP
represents the Debtor as legal counsel.
EVOFEM BIOSCIENCES: Moves Aditxt Merger Funding Date to Sept. 6
---------------------------------------------------------------
Evofem Biosciences, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that the Company,
Aditxt, Inc. and Adifem, Inc. entered into the first amendment to
the A&R Merger Agreement, to change the funding date for the Third
Parent Equity Investment Date from August 30, 2024 to the earlier
of (i) September 6, 2024 or (ii) five business days of the closing
of a public offering by Parent resulting in aggregate net proceeds
to Parent of no less than $20,000,000.
As previously disclosed, on July 12, 2024, the Company, Aditxt,
Inc., a Delaware corporation, and Adifem, Inc., a wholly-owned
subsidiary of Aditxt entered into the Amended and Restated Merger
Agreement, whereby the Merger Sub will merge with and into the
Company with Company being the surviving company and wholly-owned
subsidiary of Aditxt.
In connection with the proposed Merger, the Company intends to file
a proxy statement. The preliminary and definitive proxy statements
and other relevant documents will be sent or given to the
stockholders of the Company as of the record date established for
voting on the proposed Merger and will contain important
information about the proposed Merger and related matters. Before
making any voting decision, investors and security holders of the
Company are urged to read, when available, the preliminary proxy
statement and any amendments thereto and, once available, the
definitive proxy statement in connection with the Company's
solicitation of proxies for the meeting of stockholders to be held
to approve, among other things, the proposed Merger because these
documents will contain important information about the Company,
Aditxt and the proposed Merger. The definitive proxy statement will
be made available to the Company's stockholders as of a record date
to be established for voting on the proposed Merger. Aditxt
stockholders will also be able to obtain copies of the proxy
statement, without charge, once available, at the SEC's website at
www.sec.gov.
About Evofem
Evofem Biosciences, Inc. is a San Diego-based commercial-stage
biopharmaceutical company with a strong focus on innovation in
women's sexual and reproductive health. The Company's first
commercial product, Phexxi, was approved by the FDA on May 22,
2020. Phexxi is the first and only FDA-approved, hormone-free
prescription contraceptive vaginal gel.
Walnut Creek, Calif.-based BPM, LLP, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
March 26, 2024, citing that the Company has suffered recurring
losses from operations; negative cash flows from operations since
inception; has received a notice of default for its convertible
notes, and does not have sufficient capital to repay such
obligations (which are now currently due); and has a net capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.
FAT BRANDS: Continues to Defend Kates Class Suit in California
--------------------------------------------------------------
Fat Brands Inc. disclosed in its Form 10-Q Report for the quarterly
period ending June 30, 2024 filed with the Securities and Exchange
Commission on August 1, 2024, that the Company continues to defend
itself from Kates class suit in the United States District Court
for the Central District of California.
ew Wiederhorn, Kenneth J. Kuick and Robert G. Rosen (United States
District Court for the Central District of California, Case No.
2:24-cv-04775-MWF-MAA)
On June 7, 2024, plaintiff Mitchell Kates, a putative investor in
the Company, filed a putative class action lawsuit against the
Company, Andrew Wiederhorn, Kenneth J. Kuick and Robert G. Rosen,
asserting claims under Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), alleging that
the defendants are responsible for false and misleading statements
and omitted material facts in the Company's reports filed with the
SEC under the 1934 Act related to the subject matter of the
government investigations and litigation discussed above, the
Company's handling of these matters and cooperation with the
government.
The plaintiff alleges that the Company's public statements
wrongfully inflated the trading price of the Company's common
stock, preferred stock and warrants.
The plaintiff is seeking to certify the complaint as a class action
and is seeking compensatory damages in an amount to be determined
at trial.
As this matter is still in the early stages, we cannot predict the
outcome of this lawsuit.
FAT Brands Inc., a multi-brand franchising company, acquires,
markets, and develops fast casual and casual dining restaurant
concepts. The company was founded in 2017 and is headquartered in
Beverly Hills, California. FAT Brands Inc. is a subsidiary of Fog
Cutter Capital Group Inc.
FEEDEX COMPANIES: U.S. Trustee Appoints Creditors' Committee
------------------------------------------------------------
The U.S. Trustee for Region 20 appointed an official committee to
represent unsecured creditors in the Chapter 11 case of Feedex
Companies, LLC.
The committee members are:
1. OPINS Co-Op
Mike Williams, Manager
130 E. 10th Street
North Bend, NE, 68649
(402) 720-2614
mike@agpmc.com
2. Central Plains Organic Farmers Assn.
Paul R. Drake, General Manager
4133 Hidden Pond Trail NE
Prior Lake, MN, 55372
(952) 334-8154
cpof.pdrake@gmail.com
3. Evans Farm and Trucking
James L. Evans, President
5773 SE 10th Street
Columbus, KS, 66725
(620) 674-1573
jaystrux@hotmail.com
4. Ropa Oregano
Mary K. Carstens, President
2531 X. Ave
Defiance, IA, 51527
(515) 669-4713
kitty@ropavet.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 Feedex Companies
Feedex Companies, LLC is a livestock feed producer in Hutchinson,
Kansas, offering a variety of specially formulated feed products
including cattle feed, calf feed, and chicken feed. It also offers
mill construction, nutrition consultation, and horizontal steam
conditioner services to meet the specific needs of its customers'
operation.
Feedex Companies filed Chapter 11 petition (Bankr. D. Kansas Case
No. 24-21039) on August 14, 2024, with $1 million to $10 million in
both assets and liabilities.
George J. Thomas, Esq., at Phillips & Thomas, LLC is the Debtor's
legal counsel.
FIREFLY NEUROSCIENCE: Appoints David Johnson as Executive Chairman
------------------------------------------------------------------
Firefly Neuroscience, Inc., formerly known as WaveDancer, Inc.,
disclosed in a Form 8-K Report filed with the U.S. Securities and
Exchange Commission that on August 19, 2024, the Board of Directors
of the Company appointed David Johnson and Stella Vnook to the
Board, with Mr. Johnson to serve as Executive Chairman of the Board
pursuant to the Johnson Employment Agreement, effective as of
August 19, 2024.
Upon Ms. Vnook's appointment, Ms. Vnook will succeed (i) David
DeCaprio as a member of the Audit Committee of the Board and (ii)
Arun Menawat as a member of the Nominating and Corporate Governance
Committee of the Board, each effective as of August 19, 2024. Ms.
Vnook will also replace Brian Posner as the Chairperson of the
Nominating Committee, effective as of August 19, 2024.
Accordingly, on August 19, 2024, the Company entered into an
Employment Agreement with David Johnson, pursuant to which Mr.
Johnson has agreed to serve as Executive Chairman of the Board.
Pursuant to the Johnson Agreement, the Company shall pay Mr.
Johnson a monthly salary of $12,500 ($150,00 annually), which such
Base Salary shall be reviewed by the Board on an annual basis for
increase. Additionally, as soon as administratively practicable
following the Effective Date (and in all events, no later than 60
days following the Effective Date), the Company shall grant Mr.
Johnson an award of restricted stock that represents, in the
aggregate, five (5%) percent of the Company's issued and
outstanding common stock determined on a fully diluted basis as of
the Effective Date, with (A) one-half of the initial grant to vest
in two equal tranches on each of the six and 12 month anniversary
of the Effective Date and (B) all unvested shares subject to the
initial grant to vest on the first to occur of the following:
(1) a "change in control" and
(2) the termination of Mr. Johnson's employment by the Company
without Cause or by Mr. Johnson with Good Reason.
Pursuant to the Johnson Employment Agreement, Mr. Johnson may
receive a one-time performance bonus (the "Performance Bonus")
based upon the achievement of certain gross capital proceeds raised
as a part of a successful financing. If the Successful Financing is
(i) under or equal to $5,000,000, (ii) in excess of $5,000,000 and
up to or equal to $10,000,000 and (iii) in excess of $10,000,000,
Mr. Johnson shall be entitled to a cash bonus of $50,000, $100,000,
and $150,000, respectively.
Pursuant to the Johnson Employment Agreement, the term of the
Johnson Employment Agreement shall begin on the Effective Date.
Either party may terminate the Johnson Employment Agreement any
time upon written notice; provided that the Company and the Mr.
Johnson will be required to provide the other at least thirty (30)
days' advance written notice of a termination without Cause or Mr.
Johnson's voluntary resignation without Good Reason, respectively.
Upon termination of Mr. Johnson's employment, the Company shall pay
the Mr. Johnson (i) any unpaid Base Salary accrued through the date
of termination, (ii) any accrued and unpaid paid time off or
similar pay to which Mr. Johnson is entitled as a matter of law or
Company policy, (iii) any amounts due to Mr. Johnson under the
terms of the Company's benefit plans, and (iv) any unreimbursed
expenses properly incurred prior to the date of termination. The
Johnson Employment Agreement also contains certain
non-solicitation, non-disparagement and confidentiality provisions
customary for agreements of such nature.
Additionally, on August 19, 2024, the Board designated (i) Greg
Lipschitz, David DeCaprio and Jon Olsen to serve as Class I members
of the Board, with such term to expire at the first annual meeting
of stockholders following the filing of the Certificate of
Incorporation, (ii) Brian Posner and Stella Vnook to serve as Class
II directors of the Board, with such term to expire at the second
annual meeting of stockholders following the Filing Date, and (iii)
David Johnson and Arun Menawat to serve as Class III members of the
Board, with such term to expire at the third annual meeting of
stockholders following the Filing Date.
About Firefly Neuroscience, Inc.
Firefly Neuroscience, Inc., formerly known as WaveDancer, Inc. is
in the business of developing and maintaining information
technology systems, modernizing client information systems, and
performing other IT-related professional services to government and
commercial organizations. WaveDancer, based in Fairfax, Va., has
been servicing federal and commercial customers since 1979.
As of March 31, 2024, WaveDancer had $3,764,723 in total assets,
$2,056,203 in total liabilities, and total stockholders' equity of
$1,708,520.
Tysons, Va.-based CohnReznick LLP, the Company's auditor since
2012, issued a "going concern" qualification in its report dated
March 20, 2024, citing that the Company has suffered recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.
FIREFLY NEUROSCIENCE: Posts $389,697 Net Loss in Fiscal Q2
----------------------------------------------------------
Firefly Neuroscience, Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $389,697 on $1.9 million of total revenues for the
three months ended June 30, 2024, compared to a net income of
$234,785 on $2.02 million of total revenues for the three months
ended June 30, 2023.
During the six months ended June 30, 2024, the Company generated an
operating loss from continuing operations of $1.06 million. As of
June 30, 2024, the Company had a net working capital deficit of
$746,040 including cash and cash equivalents of $244,137. Under
existing operating conditions, the Company estimates that over the
12 months from the date of these financial statements its operating
activities may use as much as $1 million to $1.5 million of cash,
including the satisfaction of all existing liabilities. The
Company's line of credit balance as of June 30, 2024, was $300,000,
had no additional borrowing capacity, and expired on July 16, 2024.
These factors raise substantial doubt about the Company's ability
to continue as a going concern for at least the next twelve months
from the date of filing.
The business of Firefly 2023 had negative cash flow from operating
activities for the six months ended June 30, 2024 and 2023, as
disclosed in the Company's Current Report on Form 8-K filed August
14, 2024. Further, Firefly 2023 has had recurring losses with
minimal revenue from operations. While the Company is attempting to
raise funds for commercialization, Firefly 2023's monthly cash
requirements during the six months ended June 30, 2024 had been met
through issuance of shares to new and existing shareholders. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern. Therefore, the Company may be unable
to realize its assets and discharge its liabilities in normal
course of business. To strengthen the Company's liquidity in the
foreseeable future, the Company has taken the following measures:
* Negotiating further funding with existing and new investors
to raise additional capital;
* Taking various cost control measures to reduce the
operational cash burn; and
* Commercializing product to generate recurring sales.
Management of the Company has a reasonable expectation that the
Company can continue raising additional equity capital to continue
in operational existence for the foreseeable future.
As of June 30, 2024, the Company had $3.31 million in total assets,
$1.93 million in total liabilities, and $1.38 million in total
stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/2upkuwb8
About Firefly Neuroscience, Inc.
Firefly Neuroscience, Inc., formerly known as WaveDancer, Inc. is
in the business of developing and maintaining information
technology systems, modernizing client information systems, and
performing other IT-related professional services to government and
commercial organizations. WaveDancer, based in Fairfax, Va., has
been servicing federal and commercial customers since 1979.
Tysons, Va.-based CohnReznick LLP, the Company's auditor since
2012, issued a "going concern" qualification in its report dated
March 20, 2024, citing that the Company has suffered recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.
FLUENT INC: Incurs $11.63 Million Net Loss in Second Quarter
------------------------------------------------------------
Fluent, Inc., filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q reporting a net loss of $11.63
million on $58.72 million of revenue for the three months ended
June 30,
2024, compared to net income of $4.25 million on $82.14 million of
revenue for the three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $17.90 million on $124.70 million of revenue, compared to a
net loss of $27.69 million on $159.40 million of revenue for the
same period in 2023.
As of June 30, 2024, the Company had $98.50 million in total
assets, $71.04 million in total liabilities, and $27.45 million in
total shareholders' equity.
Fluent stated, "While based on current projections, the Company
expects to be in compliance with the new financial covenants for
each of the quarters in the twelve months following the issuance
date of this Quarterly Report on Form 10-Q, if during any fiscal
quarter, the Company does not comply with any of its financial
covenants, such non-compliance would result in an event of default
that would give SLR the right to accelerate maturities. In such
case, the Company likely would not have sufficient funds to repay
the SLR Term Loan and the SLR Revolver. In addition, while we
believe the proceeds from the sale of the Convertible Notes...will
provide sufficient liquidity for any anticipated cash needs, there
is no assurance that the Company's available cash plus borrowing
base will be sufficient to fund operations over the next twelve
months. Further, if needed, the Company will consider implementing
other cost saving measures, but there is no guarantee that the
plans will be successfully executed or have the expected benefits.
As a result, management concluded that there is substantial doubt
about the Company's ability to continue as a going concern for one
year after the date of this Quarterly Report on Form 10-Q."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001460329/000143774924027236/flnt20240630_10q.htm
About Fluent Inc.
Headquartered in New York, Fluent Inc. is a digital marketing
services company. The Company primarily performs customer
acquisition services by operating highly scalable digital marketing
campaigns, through which it connects its advertiser clients with
consumers they are seeking to reach. The Company accesses these
consumers through both its owned and operated digital media
properties and its auxiliary syndicated performance marketplace
products. In 2023 the Company delivered data and performance-based
customer acquisition services for over 500 consumer brands, direct
marketers, and agencies across a wide range of industries,
including Media & Entertainment, Financial Products & Services,
Health & Life Sciences, Retail & Consumer, and Staffing &
Recruitment.
FLUENT INC: Posts $11.6 Million Net Loss in Fiscal Q2
-----------------------------------------------------
Fluent Inc. filed with the U.S. Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting a net loss of $11.6
million on $58.7 million of revenues for the three months ended
June 30, 2024, compared to a net income of $4.3 million on $82.1
million of revenues for the three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $17.9 million on $124.7 million of revenues, compared to a
net loss of $27.7 million on $159.4 million of revenues for the
same period in 2023.
As of June 30, 2024, the Company had $98.5 million in total assets,
$71.04 million in total liabilities, and $27.5 million in total
stockholders' equity.
Don Patrick, Fluent's Chief Executive Officer, commented, "We
continued to drive key strategic initiatives in the second quarter
of 2024 to accelerate our strategic pivot as we position the
Company for enhanced results in the second half of the fiscal year.
Our second quarter started with continued challenges in our owned
and operated marketplaces as well as new regulatory challenges in
Medicare and ACA verticals affecting our call solutions business
and necessitating a $3.1 million write down of accounts receivable
and an equal offset against revenue. In the later part of the
second quarter, we saw two important financial and strategic
trends: (1) more stabilization in our owned and operated
marketplaces and (2) the continued strong growth of our new
syndicated performance marketplaces, which grew significantly over
the first quarter and exceeded our internal forecasts for both
revenue and gross profit in the second quarter. Our syndicated
marketplaces gained several new key partners in the second quarter
and, importantly, we are working with our partners to expand beyond
post-transaction solutions. Early results have been encouraging,
and we believe these new marketplaces and solutions will position
us favorably in a rapidly growing sector of the digital advertising
and commerce media markets."
Mr. Patrick continued, "We remain optimistic about our growth
prospects heading into the second half of 2024. With our visibility
today, we're anticipating margin expansion over the second quarter,
driven primarily by relative stabilization of our owned and
operated marketplaces, the growth of our syndicated performance
marketplaces, and continued expense discipline across our business.
Overall, we believe that our business is well positioned to benefit
from strong demand and drive improved results through the balance
of 2024, and we're intently focused on generating enhanced value
for all stakeholders."
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/k6dexpsu
About Fluent Inc.
Headquartered in New York, Fluent Inc. is a provider of digital
marketing services. The Company primarily performs customer
acquisition services by operating highly scalable digital marketing
campaigns, through which it connects its advertiser clients with
consumers they are seeking to reach. The Company accesses these
consumers through both its owned and operated digital media
properties and its auxiliary syndicated performance marketplace
products. In 2023, the Company delivered data and performance-based
customer acquisition services for over 500 consumer brands, direct
marketers, and agencies across a wide range of industries,
including Media & Entertainment, Financial Products & Services,
Health & Life Sciences, Retail & Consumer, and Staffing &
Recruitment.
Fluent Inc. reported a net loss of $63.2 million for the year ended
December 31, 2023, compared to a net loss of $123.3 million for the
year ended December 31, 2022.
While management believes the proceeds from the Private Placement
and other steps will be adequate to cover a decline in the
borrowing base under the SLR Revolver and fund its current
operations, there is no guarantee that the Company's plans will be
successfully executed or have the expected benefits. Furthermore,
if an event of default under the SLR Credit Agreement were to occur
and the maturity date accelerated, the Company likely would not
have sufficient funds to repay the Term Loan and the SLR Revolver.
While management believes the Company will be able to work through
its plans to mitigate any event of default with SLR, obtaining a
waiver of an event of default or entering into an amendment to
mitigate an event of default is not entirely within the Company's
control. As there can be no assurance that the Company will be able
to effectively implement its plans within one year after the
issuance date, based on the factors above, management concluded
that there is substantial doubt about the Company's ability to
continue as a going concern through such one-year period, according
to the Company's Quarterly Report for the period ended March 31,
2024.
FREEDOM CANNABIS: Alberta Court Issues Initial Order Under CCAA
---------------------------------------------------------------
The Court of King's Bench of Alberta in Canada issued an order
("Initial Order") pursuant to the Companies' Creditors Arrangement
Act ("CCAA"). The Initial Order provided for certain relief,
including a stay of proceedings against Freedom Cannabis Inc.
("Company") and ordered that KPMG Inc. be appointed as
Court-appointed monitor of Freedom Cannabis.
Freedom Cannabis is currently in the midst of a liquidity crisis,
primarily due to the high excise duty rates imposed by the federal
and provincial governments of Canada. Payments under the excise
tax arrears are contributing to the substantial pressure on Freedom
Cannabis' cash flows. At this time, Freedom Cannabis does not
generate sufficient revenue to pay the excise tax arrears in full,
according to papers filed with the Court.
Freedom Cannabis requires the stability of the stay or proceedings
and access to interim financing in order to maximize value for its
stakeholders through a sale and investment solicitation process.
The Monitor can be reached at:
KPMG Inc.
Bay Adelaide Centre
333 Bay Street, Suite 4600
Toronto, ON
Pritesh Patel
Tel: (416) 468-7923
Email: pritpatel@kpmg.ca
Tim Montgomery
Tel: (416) 777-8615
Email: timmontgomery@kpmg.ca
Lawyers for the Monitor:
Blake, Cassels & Graydon LLP
199 Bay Street, Suite 4000
Toronto, ON M5L 1A9
Chris Burr
Tel: (416) 863-3261
Email: chris.burr@blakes.com
Christopher Keliher
Tel: (403) 260-9760
Email: christopher.keliher@blakes.com
Lawyers for the Company:
Chaitons LLP
5000 Yonge Street, 10th Floor
Toronto, ON M2N 7E9
Harvey Chaiton
Tel: (416) 218-1129
Email: harvey@chaitons.com
Danish Afroz
Tel: (416) 218-1137
Email: dafroz@chaitons.com
Laura Culleton
Tel: (416) 218-1128
Email: laurac@chaitons.com
Litigation Counsel to the Company:
Sharek Logan & Van Leenen LLP
#2100, 10060 Jasper Avenue NW
Edmonton, AB T5J 3R8
Amber Poburan
Tel: (780) 413-3105
Email: apoburan@sharekco.com
The Court's Initial Order will be posted by the Monitor to
https://kpmg.com/ca/freedom.
Freedom Cannabis Inc. -- https://freedomcannabis.ca/ -- operates as
a cannabis company. The Company cultivates and produces cannabis.
Freedom Cannabis serves customers in Canada.
FULCRUM LOAN: Seeks to Extend Plan Exclusivity to Feb. 6, 2025
--------------------------------------------------------------
Fulcrum Loan Holdings, LLC and affiliates asked the U.S. Bankruptcy
Court for the Northern District of Georgia to extend their
exclusivity periods to file a plan of reorganization and obtain
acceptance thereof to February 6, 2025, and April 7, 2025,
respectively.
The Debtors explain that the facts and circumstances of this
chapter 11 case warrant the requested extension of the Exclusivity
Periods. The Debtors have acted diligently during the initial
months of this chapter 11 case and will continue to do so for the
remainder of the case. The Debtors are exploring potential
financing and asset sale options that will allow them to emerge
from chapter 11 and are analyzing various complex issues related to
the claims of actual and alleged creditors.
The Debtors claim that it anticipates filing and confirming a plan
in the coming months and seek an extension to the Exclusivity
Periods to preclude the costly disruption and instability that
would occur if competing plans were proposed either before the plan
is confirmed, or, if the plan is not confirmed, before the Debtors
have a meaningful opportunity to work with its key constituencies
to put forth an amended proposal.
Moreover, this Motion is the Debtors' first request for an
extension of the Exclusivity Periods, and the request will not
unfairly prejudice or pressure the Debtors' creditor constituencies
or grant the Debtors any unfair bargaining leverage. The Debtors
need creditor support to confirm any plan, so the Debtors are in no
position to impose or pressure its creditors to accept unwelcome
plan terms.
The Debtors assert that premature termination of the 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 the Debtors' creditors and significantly
delay, if not undermine entirely, the possibility of prompt
confirmation of a plan of reorganization.
The Debtors further assert that given the consequences for the
Debtors' estates if the relief requested herein is not granted the
requested extension of the Exclusivity Periods will not prejudice
the legitimate interests of any party in interest in this case.
Rather, the extension will further the Debtors' efforts to preserve
value and avoid unnecessary and wasteful litigation.
Counsel to the Debtors:
Benjamin R. Keck, Esq.
Law Firm of Keck Legal
Druid Chase
2801 Buford Highway NE, Suite 115
Atlanta, GA 30329
Tel: (470) 826-6020
About Fulcrum Loan Holdings
Fulcrum Loan Holdings is engaged in activities related to real
estate.
Fulcrum Loan Holdings, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
24-56114) on June 11, 2024, listing $10 million to $50 million in
assets and $1 million to $10 million in liabilities. The petition
was signed by Ronald S. Leventhal as CEO of Manager of Managing
Member of Senior Member of Sole Member.
Benjamin Keck, Esq. at KECK LEGAL, LLC, is the Debtor's counsel.
FULL CIRCLE LAWN CARE: Begins Subchapter V Bankruptcy Process
-------------------------------------------------------------
Full Circle Lawn Care LLC filed Chapter 11 protection in the
District of New Jersey. According to court documents, the Debtor
reports $2,365,186 in debt owed to 1 and 49 creditors. The petition
states funds will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
September 11, 2024 at 11:00 a.m. in Room Telephonically.
About Full Circle Lawn Care
Full Circle Lawn Care LLC specializes in the creative design,
professional installation and maintenance of landscape plantings,
walkways, patios, retaining walls.
Full Circle Lawn Care LLC sought relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No.
24-17892) on Aug. 8, 2024. In the petition filed by Timothy
Hikade, as managing member, the Debtor reports total assets of
$257,100 and total liabilities of $2,365,186.
The Debtor is represented by:
Allen I. Gorski, Esq.
GORSKI & KNOWLTON PC
311 Whitehorse Ave
Suite A
Hamilton, NJ 08610
Tel: 609-964-4000
Fax: 609-528-0721
Email: agorski@gorskiknowlton.com
FYM LLC: Starts Subchapter V Bankruptcy Proceeding
--------------------------------------------------
FYM LLC filed Chapter 11 protection in the District of Rhode
Island. According to court documents, the Debtor reports between $1
million and $10 million in debt owed to 1 and 49 creditors. The
petition states that funds will be available to unsecured
creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Sept. 3, 2024 at 10:00 a.m. at Zoom.US - D'Orio: Meeting ID: 755
677 1388, Passcode: 6545253667, Phone: (401) 522-6962.
About FYM LLC
FYM LLC sought relief under Subchapter V of Chapter 11 of the
Bankruptcy Code (Bankr. D.R.I. Case No. 24-10543) on Aug. 8, 2024.
In the petition filed by James T. Mullowney, Jr., as sole member,
the Debtor reports estimated assets and liabilities between $1
million and $10 million each.
The Debtor is represented by:
Russell D. Raskin, Esq.
RASKIN & BERMAN
116 East Manning Street
Providence, RI 02906
Tel: 401-421-1363
Fax: 401-272-4467
Email: mail@raskinberman.com
GENERAL ENTERPRISE: Widens Net Loss to $907,404 in Fiscal Q2
------------------------------------------------------------
General Enterprise Ventures, Inc. filed with the U.S. Securities
and Exchange Commission its Quarterly Report on Form 10-Q reporting
a net loss of $907,404 on $198,669 of revenue for the for the three
months ended June 30, 2024, compared to a net loss of $417,870 on
$28,355 of revenues for the three months ended June 30, 2023.
The Company has incurred losses since inception and has a net loss
of $4,427,114 on $631,687 of revenues for the six months ended June
30, 2024, compared to a net loss of $833,293 on $83,950 of revenue
for the same period in 2023, and has a working capital deficiency
of $695,357 as of June 30, 2024. In addition, the Company has been
dependent on related parties to fund operations and has an amount
owing to related parties of $1,251,257 outstanding at June 30,
2024.
Management recognizes that the Company must obtain additional
resources to successfully implement its business plans. During the
six months ended June 30, 2024, the Company completed financings
from the issuance of Series C preferred stock, common stock,
advances and relate party loans, generating net proceeds of
$802,180. However, the Company's existing cash resources and income
from operations, are not expected to provide sufficient funds to
carry out the Company's operations and business development through
the next 12 months.
Management plans to continue to raise funds and complete an Initial
Public Offering (IPO) to support its operations in 2024 and beyond.
However, no assurances can be given that the Company will be
successful. If management is not able to timely and successfully
raise additional capital or complete an IPO, the implementation of
the Company's business plan, financial condition and results of
operations will be materially affected.
As of June 30, 2024, the Company had $5,354,613 in total assets,
$2,138,267 in total liabilities, and $3,216,346 in total
stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/3ved6wk6
About General Enterprise
Headquartered in Cheyenne, WY, General Enterprise Ventures, Inc. is
an environmentally sustainable flame retardant and flame
suppression company for the residential home industry throughout
the United States and international markets. The Company acquired
Mighty Fire Breaker, LLC on April 13, 2022, and formed Mighty Fire
Breaker UK Ltd. on November 14, 2022. MFB owns 39 patents and
patents pending for environmentally sustainable flame retardant and
flame suppression technology. MFB's products are currently being
sold to fire departments in the State of California.
San Mateo, California-based WWC, P.C., the Company's auditor since
2018, issued a "going concern" qualification in its report dated
April 15, 2024, citing that the Company incurred substantial losses
during the year ended December 31, 2023. As of December 31, 2023,
the Company had a working capital deficit. Accordingly, these
factors give rise to substantial doubt that the Company will be
able to continue as a going concern. Management closely monitors
the Company's financial position and has prepared a plan that
addresses this substantial doubt.
GIRARDI & KEESE: USC Neurologist Tells Jury That Tom Has Dementia
-----------------------------------------------------------------
Craig Clough of Law360 reports that a University of Southern
California neurology professor testified Thursday, August 15, 2024,
in Tom Girardi's California federal criminal trial that she
diagnosed him with mild-to-moderate dementia months after his law
firm collapsed, although the lawyer insisted at the time that his
memory was fine and that he was still busily working at his firm.
About Girardi & Keese
Girardi and Keese or Girardi & Keese was a Los Angeles-based law
firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It
served clients in California in a variety of legal areas. It was
known for representing plaintiffs against major corporations.
An involuntary Chapter 7 petition (Bankr. C.D. Cal. Case No.
20-21022) was filed in December 2020 against GIRARDI KEESE by
alleged creditors Jill O'Callahan, Robert M. Keese, John Abassian,
Erika Saldana, Virginia Antonio, and Kimberly Archie.
The petitioners' attorneys:
Andrew Goodman
Goodman Law Offices, Apc
Tel: 818-802-5044
E-mail: agoodman@andyglaw.com
Elissa D. Miller, a member of the firm SulmeyerKupetz, has been
appointed as Chapter 7 trustee for GIRARDI KEESE. The Chapter 7
trustee can be reached at:
Elissa D. Miller
333 South Grand Ave., Suite 3400
Los Angeles, California 90071-1406
Telephone: (213) 626-2311
Facsimile: (213) 629-4520
E-mail: emiller@sulmeyerlaw.com
An involuntary Chapter 7 petition was also filed against Thomas
Vincent Girardi (Case No. 20-21020) on Dec. 18, 2020. The Chapter 7
trustee can be reached at:
Jason M. Rund
Email: trustee@srlawyers.com
840 Apollo Street, Suite 351
El Segundo, CA 90245
GLOBAL SUPPLIES: Seeks to Tap Mark Schlache as Special Counsel
--------------------------------------------------------------
Global Supplies NY Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire Mark Schlachet,
Esq., and The Law Offices of Mark Schlache, as special counsel.
Mr. Schlachet will assist in addressing issues related to the
validity, extent and priority of liens, the use of cash collateral,
and adversary proceedings related thereto, all in consultation and
coordination with Lead Chapter 11 counsel in order to get this case
to a confirmable Chapter 11 plan.
Mr. Schlachet disclosed in the court filings that he represents no
interest adverse to the Debtor as a debtor-in-possession or to its
estate.
The counsel's billing rate for this matter will be $350 per hour
for all attorney time.
The firm can be reached through:
Mark Schlachet, Esq.
The Law Offices of Mark Schlachet
43 West 43d Street, Suite 220
New York, NY, 10036
About Global Supplies NY
Global Supplies NY Inc. is a distribution service provider in New
York.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D. N.Y. Case No. 24-43232) on August 1,
2024, with $1,115,425 in assets and $3,633,514 in liabilities.
Samuel Y. Seidenfeld, president, signed the petition.
Judge Elizabeth S. Stong presides over the case.
Rachel S. Blumenfeld, Esq., at the Law Office of Rachel S.
Blumenfeld, PLLC represents the Debtor as bankruptcy counsel.
GOLDEN ACRES HOME: Seeks Chapter 11 Bankruptcy Protection
---------------------------------------------------------
Golden Acres Home Care II filed Chapter 11 protection in the
Eastern District of California. According to court documents
reports between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states funds will not be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
September 17, 2024 at 11:00 a.m. in Room Telephonically.
About Golden Acres Home Care II
Golden Acres Home Care II is an assisted-living facility.
Golden Acres Home Care II sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Cal. Case No. 24-23531) on August
9, 2024. In the petition filed by Aida Goines, as general partner,
the Debtor reports estimated assets and liabilities between $1
million and $10 million each.
The Honorable Bankruptcy Judge Fredrick E. Clement handles the
case.
The Debtor is represented by:
Oxana Kozlov, Esq.
LAW OFFICES OF OXANA KOZLOV
549 Dunholme Way
Sunnyvale CA 94087
Tel: (408) 431-4543
E-mail: okozlov@gmail.com
GRESHAM WORLDWIDE: Delays 10-Q Filing Amid Litigation, Bankruptcy
-----------------------------------------------------------------
Gresham Worldwide, Inc. disclosed via Form 12b-25 filed with the
U.S. Securities and Exchange Commission that it is unable to file
the Quarterly Report on Form 10-Q for the quarter ended June 30,
2024 in a timely manner without unreasonable effort or expense.
The reason is that the pressures from the litigation filed by a
noteholder in New York and the potential consequences has diverted
management. In addition, the Company has not been able to pay its
auditors which has delayed their review. The Company has filed a
petition for reorganization under Chapter XI of the bankruptcy laws
on August 14, 2024, and expects it will file its Form 10-Q within
the five-day period if it can obtain funding to pay its auditors.
About Gresham Worldwide
Gresham designs, manufactures, and distributes purpose-built
electronics equipment, automated test solutions, power electronics,
supply and distribution solutions, as well as radio, microwave, and
millimeter wave communication systems and components for a variety
of applications with a focus on the global defense industry and the
healthcare market
Gresham Worldwide, Inc. and certain affiliates sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Case No.24-06732) on
August 14, 2024. In the petition signed by Lutz P. Henckels, Chief
Financial Officer, Gresham Worldwide, Inc. disclosed $32,859,000 in
assets and $39,786,000 in liabilities.
Judge Hon. Scott H Gan oversees the cases.
Debtor's Counsel: Patrick A. Clisham, Esq.
ENGELMAN BERGER PC
2800 N. Central Avenue, Suite 1200
Phoenix, AZ 85004
Tel: 602-271-9090
Email: pac@eblawyers.com
GROM SOCIAL: Delays Filing of Q2 2024 Report
--------------------------------------------
Grom Social Enterprises, Inc. disclosed via Form 12b-25 filed with
the U.S. Securities and Exchange Commission it is unable to file
its Quarterly Report on Form 10-Q for the quarter ended June 30,
2024 by the prescribed date of August 14, 2024, without
unreasonable effort or expense because the Registrant needs
additional time to complete certain disclosures and analyses to be
included in the Report.
About Grom Social Enterprises
Boca Raton, Florida-based Grom Social Enterprises, Inc. --
http://www.gromsocial.com/-- is a media company that manages a
social mobile application platform designed for kids under the age
of 13 -- who are barred by law from using social media apps without
parental consent -- and provides a fully secure social media
environment that invites parents and caregivers of users in to play
an active role in keeping kids safe from common internet dangers
while educating them about the importance of digital safety.
Somerset, New Jersey-based Rosenberg Rich Baker Berman, P.A., the
Company's auditor since 2022, issued a "going concern"
qualification in its report dated April 16, 2024, citing that the
Company's significant operating losses, working capital deficit,
and negative cash flows from operations raise substantial doubt
about its ability to continue as a going concern.
Grom Social Enterprises reported a net loss of $13.88 million for
the year ended Dec. 31, 2023, compared to a net loss of $16.77
million for the year ended Dec. 31, 2022. As of March 31, 2024, the
Company had $18.90 million in total assets, $4.31 million in total
liabilities, and $14.59 million in total stockholders' equity.
GUARDIAN ELDER: Hearing to Approve Bid Rules Set for Sept. 5
------------------------------------------------------------
Guardian Elder Care at Johnstown, LLC will ask a U.S. bankruptcy
court at a hearing on Sept. 5 to approve the bid rules governing
the sale of real property owned by its affiliates and the transfer
of operations of nursing facilities located on the property.
The companies operate eight skilled nursing facilities, one of
which is located in West Virginia while the rest are in
Pennsylvania. The 494-bed facilities have 461 employees.
Jeffrey Hampton, Esq., the companies' attorney, said the sale will
ensure a prompt transition of the facilities to new operator
without disruption to residents.
"A quick sale process is necessary to avoid disruptions that could
otherwise impact patient care," the attorney said in court papers.
The companies on Aug. 19 entered into a sale agreement with
entities whose $56 million offer will serve as the stalking horse
bid at a court-supervised auction to be held on Oct. 10, at 10:00
a.m. (prevailing Eastern Time).
Under the deal, the companies agreed to sell the real property to
Beaver Valley PropCo, LLC and seven other stalking horse bidders,
and to transfer operations of the facilities to the new operators
related to the stalking horse bidders.
In the event they are not selected as the winning bidder at the
auction, the stalking horse bidders will receive a break-up fee of
$1.96 million and expense reimbursement of up to $300,000,
according to the agreement.
To participate in the auction, interested buyers must submit their
bids on or before Oct. 2, at 5:00 p.m. (prevailing Eastern Time).
Except in the case of a bid for less than all of the owned
facilities, the bid must be in an amount no less than $58.51
million, taking into account the break-up fee, the expense
reimbursement and the minimum bid, which is $250,000. Moreover, the
bid must be accompanied by a $900,000 deposit, according to the
proposed bid rules.
The bid rules set Oct. 15 as the date for the hearing to approve
the sale to the winning bidder, and Oct. 14 as the deadline for
filing objections to the sale.
About Guardian Elder Care at Johnstown
Guardian Elder Care at Johnstown, LLC, its affiliates, and their
non-debtor affiliates are a private, family-owned organization that
has provided inpatient and outpatient services to predominately
small and/or rural communities through a network of skilled nursing
facilities and personal care homes since 1995. Guardian Healthcare
maintains 19 skilled nursing facilities, with one facility in West
Virginia and the remaining facilities located in Pennsylvania.
Through its facilities, Guardian Healthcare maintains more than
1,700 skilled nursing, personal care, and independent living beds,
providing long-term care and rehabilitation services.
Guardian Elder Care at Johnstown and its affiliates sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
W.D. Pa. Lead Case No. 24-70299) on July 29, 2024. In the petitions
signed by Allen Wilen, chief restructuring officer, Guardian Elder
Care at Johnstown disclosed up to $10 million in assets and up to
$50 million in liabilities.
Judge Jeffery A. Deller oversees the cases.
The Debtors tapped Saul Ewing LLP as legal counsel, Eisner Advisory
Group LLC as financial advisor, and Omni Agent Solutions, Inc. as
claims and noticing agent.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
GUNNISON VALLEY: Case Summary & Six Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Gunnison Valley Properties LLC
864 West South Boulder Road Suite 200
Louisville, CO 80027
Chapter 11 Petition Date: August 28, 2024
Court: United States Bankruptcy Court
District of Colorado
Case No.: 24-15052
Judge: Hon. Joseph G Rosania Jr
Debtor's Counsel: Andrew D. Johnson, Esq.
ONSAGER | FLETCHER | JOHNSON | PALMER LLC
600 17th Street, Suite 425N
Denver, CO 80202
Tel: 303-512-1123
E-mail: ajohnson@OFJlaw.com
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Byron Chrisman as manager.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/FONSYCI/Gunnison_Valley_Properties_LLC__cobke-24-15052__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Six Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Betsy Ferguson Trust $75,000
103 Regal Ridge
Aledo, TX 76008
2. Garth A. & Crystall Petersen $100,000
10018 Silver Maple Circle
Highlands Ranch, CO 80129
3. Ronald R. Welborn Separation $375,000
11701 South Freeway Agreement
Burleson, TX 76028
4. Sara L. Bradbury $475,000
PO Box 856
Gunnison, CO 81230
5. SDC 48 Gunnison LLC Promissory $548,277
3601 Springhill Note
Business Park
Mobile, AL 36608
6. Tomichi Materials $1,141,000
864 W South
Boulder Rd Ste 200
Louisville, CO 80027
HAWAIIAN HOLDINGS: Awaits DOT Approval as Alaska Merger Review Ends
-------------------------------------------------------------------
As previously disclosed, on December 2, 2023, Hawaiian Holdings,
Inc. entered into an Agreement and Plan of Merger with Alaska Air
Group, Inc., a Delaware corporation, and Marlin Acquisition Corp.,
a Delaware corporation and a wholly owned subsidiary of Alaska,
providing for the merger of Merger Sub with and into Hawaiian, with
Hawaiian surviving as a wholly owned subsidiary of Alaska.
On May 7, 2024, Hawaiian and Alaska certified substantial
compliance with a request for additional information and
documentary material received from the Antitrust Division of the
Department of Justice on February 7, 2024, in connection with the
DOJ's review of the Merger, which triggered the start of a Review
Period under a timing agreement Hawaiian and Alaska entered into
with the DOJ on March 27, 2024. Pursuant to the timing agreement,
Hawaiian and Alaska agreed, among other things, not to consummate
the Merger before 90 days following the date on which both parties
certified substantial compliance with the Second Request unless
they received written notice from the DOJ prior to the end of the
Review Period that the DOJ has closed its investigation of the
Merger. The Review Period was previously scheduled to expire on
August 5, 2024. As previously disclosed:
(i) on July 29, 2024, Hawaiian and Alaska agreed with the DOJ
to extend the Review Period until 12:01 a.m., Eastern Time, on
August 15, 2024;
(ii) on August 13, 2024, Hawaiian and Alaska agreed with the
DOJ to extend the Review Period until 12:01 a.m., Eastern Time, on
August 16, 2024; and
(iii) on August 14, 2024, Hawaiian and Alaska agreed with the
DOJ to extend the Review Period until 12:01 a.m., Eastern Time, on
August 20, 2024.
The Review Period expired at 12:01 a.m., Eastern Time, on August
20, 2024. The closing of the Merger remains subject to, among other
customary conditions, receipt of U.S. Department of Transportation
approval of an interim exemption application that Hawaiian and
Alaska have previously jointly submitted.
Hawaiian and Alaska have been working cooperatively with the DOT
and expect to continue to do so.
About Hawaiian Holdings
Headquartered in Honolulu, Hawaii, Hawaiian Holdings, Inc. provides
transportation services. As of September 30, 2023, Hawaiian
Holdings had $3,923,260 in total assets and $3,744,502 in total
liabilities. As of March 31, 2024, the Company had $3.79 billion in
total assets, $3.83 billion in total liabilities, and $40.2 million
in total shareholders' deficit.
Hawaiian Holdings reported a net loss of $260.5 million for the
year ended December 31, 2023, compared to a net loss of $240.08
million for the year ended December 31, 2022.
On December 2, 2023, the Company entered into an Agreement and Plan
of Merger with Alaska Air Group, Inc., a Delaware corporation, and
Marlin Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of Alaska, pursuant to which, subject to satisfaction or
waiver of conditions therein, Merger Sub will merge with and into
the Company, with the Company surviving as a wholly owned
subsidiary of Alaska. At the effective time of the Merger, each
share of the Company's common stock, Series B Special Preferred
Stock, Series C Special Preferred Stock, and Series D Special
Preferred Stock issued and outstanding immediately prior to the
Effective Time, subject to certain customary exceptions specified
in the Merger Agreement, will be converted into the right to
receive $18.00 per share, payable to the holder in cash, without
interest.
Completion of the Merger is subject to customary closing
conditions, including approval by the Company's stockholders, which
was obtained on February 16, 2024; performance by the parties in
all material respects of all their obligations under the Merger
Agreement; the receipt of required regulatory approvals; and the
absence of an order or law preventing, materially restraining, or
materially impairing the consummation of the Merger.
On February 7, 2024, the Company and Alaska each received a request
for additional information and documentary material from the
Department of Justice in connection with the DOJ's review of the
Merger. On March 27, 2024, the Company and Alaska entered into a
timing agreement with the DOJ pursuant to which they agreed, among
other things, not to consummate the Merger before 90 days following
the date on which both parties have certified substantial
compliance with the Second Request unless they have received
written notice from the DOJ prior to the end of such 90-day period
that the DOJ has closed its investigation of the Merger.
The Merger Agreement includes customary termination rights in favor
of each party. In certain circumstances, the Company may be
required to pay Alaska a termination fee of $39.6 million in
connection with the termination of the Merger Agreement. The Merger
is expected to close within 12 to 18 months of the date of the
Merger Agreement.
* * *
On June 4, 2024, Egan-Jones Ratings Company maintained its 'CCC-'
foreign currency and local currency senior unsecured ratings on
debt issued by Hawaiian Holdings, Inc.
HEAVENLY SCENT: Begins Subchapter V Bankruptcy Process
------------------------------------------------------
Heavenly Scent Commercial Cleaning Inc. filed Chapter 11 protection
in the Eastern District of North Carolina. According to court
documents, the Debtor reports $1,614,261 in debt owed to 1 and 49
creditors. The petition states funds will be available to unsecured
creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
September 10, 2024 at 10:00 a.m. at Greenville 341 Meeting Room.
About Heavenly Scent Commercial Cleaning Inc.
Heavenly Scent Commercial Cleaning Inc., doing business as
Sasquatch Manor Inc. and Heavenly Scent Cleaning, offers janitorial
cleaning services.
Heavenly Scent Commercial Cleaning Inc. sought relief under
Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.
N.C. Case No. 24-02669) on September 9, 2024. In the petition filed
by Howard Niven, as president, the Debtor reports total assets of
$759,141 and total liabilities of $1,614,261.
The Honorable Bankruptcy Judge Pamela W. McAfee oversees the case.
The Debtor is represented by:
David J. Haidt, Esq.
AYERS & HAIDT, PA
PO Box 1544
307 Metcalf Street
New Bern, NC 28563
Tel: 252-638-2955
Fax: 252-638-3293
Email: david@ayershaidt.com
HEAVENLY SCENT: Seeks to Tap Ayers & Haidt as Bankruptcy Counsel
----------------------------------------------------------------
Heavenly Scent Commercial Cleaning, Inc. seeks approval from the
U.S. Bankruptcy Court for the Eastern District of North Carolina to
hire Ayers & Haidt, P.A. to serve as legal counsel in its Chapter
11 case.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
The firm will be paid a retainer in the amount of $28,397.10.
David J. Haidt, Esq., a partner at Ayers & Haidt, PA, 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:
David J. Haidt, Esq.
AYERS & HAIDT, PA
P.O. Box 1544
307 Metcalf Street
New Bern, NC 28563
Tel: (252) 638-2955
Email: davidhaidt@embarqmail.com
About Heavenly Scent Commercial Cleaning
Heavenly Scent Commercial Cleaning, Inc. doing business as
Sasquatch Manor, Inc. offers janitorial cleaning services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.C. Case No. 24-02669) on August 9,
2024, with $759,141 in assets and $1,614,261 in liabilities. Howard
Niven, president, signed the petition.
Judge Pamela W. McAfee presides over the case.
David J. Haidt, Esq., at Ayers & Haidt, PA represents the Debtor as
legal counsel.
HERITAGE COLLEGIATE: Taps Conlin McKenney as Corporate Counsel
--------------------------------------------------------------
Heritage Collegiate Apparel, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Michigan to hire
Conlin McKenney & Philbrick, P.C., as general corporate counsel.
The firm will assist the Debtor to solicit purchasers for a
potential sale of Debtor's assets, and, in the event of a sale, to
assist with the negotiation and drafting of sale documents.
The firm will be paid its normal hourly rates plus reimbursement of
expenses.
W. Daniel Troyka, a member of the Conlin, McKenney & Philbrick,
assured the court that is firm is a "disinterested person" within
the meaning of 11 U.S.C. 101(14).
The firm can be reached through:
W. Daniel Troyka
Conlin McKenney & Philbrick, P.C.
350 South Main Street, Suite 400
Ann Arbor, MI 48104-2131
Telephone: (734) 761-9000
Facsimile: (734) 761-9001
Email: Troyka@cmplaw.com
About Heritage Collegiate Apparel
Heritage Collegiate Apparel serves as the official retailer of the
University of Michigan Athletic Department. For more than 20 years,
the Debtor has provided a selection of clothing, merchandise and
gifts to the University of Michigan.
Heritage Collegiate Apparel, Inc. filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich.
Case No, 24-47922) on August 16, 2024, listing $1 million to $10
million in assets and $10 million to $50 million in liabilities.
The petition was signed by Scott Hirth as president.
Judge Thomas J Tucker presides over the case.
Kim K. Hillary, Esq. at SCHAFER AND WEINER, PLLC represents the
Debtor as counsel.
HERITAGE COLLEGIATE: Taps Schafer and Weiner as Bankruptcy Counsel
------------------------------------------------------------------
Heritage Collegiate Apparel, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Michigan to hire
Schafer and Weiner, PLLC as bankruptcy counsel.
The firm will represent and assist the Debtor and
Debtor-in-Possession as its legal counsel in all facets of its
Chapter 11 proceeding.
The firm will be paid at these rates:
Daniel J. Weiner $615 per hour
Howard Borin $465 per hour
Joseph K. Grekin $465 per hour
Leon Mayer $340 per hour
Kim Hillary $405 per hour
John J. Stockdale, Jr. $450 per hour
Jeff Sattler $375 per hour
Brandi M. Dobbs $305 per hour
Albert Chang $225 per hour
Legal Assistant $175 per hour
Michael E. Baum (Of Counsel) $615 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Kim K. Hillary, Esq., a partner at Schafer and Weiner, PLLC,
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:
Kim K. Hillary, Esq.
Schafer and Weiner, PLLC
40950 Woodward Avenue, Suite 100
Bloomfield Hills, MI 48304
Tel: (248) 540-3340
Email: khillary@schaferandweiner.com
About Heritage Collegiate Apparel
Heritage Collegiate Apparel serves as the official retailer of the
University of Michigan Athletic Department. For more than 20 years,
the Debtor has provided a selection of clothing, merchandise and
gifts to the University of Michigan.
Heritage Collegiate Apparel, Inc. filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich.
Case No, 24-47922) on August 16, 2024, listing $1 million to $10
million in assets and $10 million to $50 million in liabilities.
The petition was signed by Scott Hirth as president.
Judge Thomas J Tucker presides over the case.
Kim K. Hillary, Esq. at SCHAFER AND WEINER, PLLC represents the
Debtor as counsel.
HOTOPP PROPERTIES: Unsecureds Will Get 100% over 36 Months
----------------------------------------------------------
Hotopp Properties, Inc., filed with the U.S. Bankruptcy Court for
the Northern District of Illinois a Subchapter V Plan of
Reorganization dated August 2, 2024.
The Debtor operates a property management company renting
properties to the general public. The Debtor was formed in 2003
and since its inception has been in the business of renting
property to the general public in the community of Sandwich, IL.
The first step in the Debtor's business plan was to liquidate the
Eddy St. property as that property, due to its poor condition, was
difficult to insure, produced no income and was otherwise
burdensome to the Debtor and the estate. This goal has been
accomplished via Court approved sale. The net proceeds of the sale
were paid to Heartland Bank and has reduced the balance due
Heartland Bank. Heartland Bank received $78,252.33 in proceeds from
the sale.
The second step in the Debtor's business plan was to resolve or
negotiate a settlement with the judgment creditors, Jennifer and
Charles Budd. Although not yet aprooved by the Court, the Debtor
has reached an agreement with the Budds, and that agreement will be
incorporated into this plan. The Budds will receive 100% of the
agreed upon claim. The Budds have agreed in principal to accept the
sum of $31,000.00 over the life of the Plan.
With those goals accomplished, the Debtor is now in position to
propose a feasible plan.
Class 4 consists of General unsecured creditors, including claim of
the U.S. Department of the Treasury, Internal Revenue Service.
Unsecured creditors shall receive 100% of claims, over 36 months.
Unsecured dividends shall be paid quarterly in the sum of
approximately $2,916.00 per quarter beginning with the fourth
quarter of 2024 at the conclusion of the quarter with a final
payment in the third quarter of 2027. The unsecured claim of
William Hotopp will be subordinated and will not receive payment
under the plan. This class is impaired.
Equity security holder will retain his interest in the Debtor.
The plan will be funded by the continued operations of the Debtor
and income derived from operations of the Debtor.
A full-text copy of the Subchapter V Plan dated August 2, 2024 is
available at https://urlcurt.com/u?l=CRakiq from PacerMonitor.com
at no charge.
About Hotopp Properties
Hotopp Properties, Inc., sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-80579) on May 1,
2024. In the petition signed by William L. Hotopp, president, the
Debtor disclosed up to $1 million in assets and up to $500,000 in
liabilities.
Judge Thomas M. Lynch oversees the case.
Richard G Larsen, Esq., at SpringerLarsen, LLC, is the Debtor's
legal counsel.
IDENTITY AESTHETIC: Kicks Off Subchapter V Bankruptcy Process
-------------------------------------------------------------
Identity Aesthetic Center LLC filed Chapter 11 protection in the
Southern District of Texas. According to court documents, the
Debtor reports between $1 million and $10 million in debt owed to 1
and 49 creditors. The petition states that funds will be available
to unsecured creditors.
About Identity Aesthetic Center
Identity Aesthetic Center LLC is a limited liability company.
Identity Aesthetic Center LLC sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No.:
24-33688) on August 9, 2024. In the petition filed by Dameon Tryon,
as CEO, the Debtor reports estimated assets up to $50,000 and
estimated liabilities between $1 million and $10 million.
The Debtor is represented by:
Kevin S. Wiley, Sr., Esq.
WILEY LAW GROUP, PLLC
325 N. St. Paul Street, Suite 2250
Dallas, TX 7520
Tel: 214-537-9572
Email: kwiley@wileylawgroup.com
ILUSTRATO PICTURES: Engages Bush and Associates CPA as New Auditor
------------------------------------------------------------------
Ilustrato Pictures International Inc. disclosed in a Form 8-K
Report filed with the U.S. Securities and Exchange Commission that
the Company was notified by Pipara & Co LLP of its decision to
resign as the Company's independent registered accounting firm,
effective as of such date.
The reports of Pipara on the Company's financial statements for the
two most recently completed fiscal years ended December 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, except that Pipara's audit report
on the Company's financial statements as of and for the fiscal
years ended December 31, 2023 and 2022 included an explanatory
paragraph contained an uncertainty about the Company's ability to
continue as a going concern.
During the Company's two most recently completed fiscal years ended
December 31, 2023 and 2022 and the subsequent interim period
through the date of resignation, there were no "disagreements" (as
such term is defined in Item 304 of Regulation S-K) with Pipara on
any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which
disagreements if not resolved to the satisfaction of Pipara would
have caused them to make reference thereto in their reports on the
financial statements for such periods.
During the Company's two most recently completed fiscal years ended
December 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), other than as
disclosed in Part II, Item 9A of the Company's Form 10-K for the
year ended December 31, 2023, where the Company's management, our
principal executive officer and principal financial officer
determined that the Company's internal controls over financial
reporting concluded that our disclosure controls and procedures
were effective at a reasonable assurance level as of the end of the
period covered by the report.
Following Pipara's resignation, on August 19, 2024, the Company
engaged Bush and Associates CPA as its independent registered
public accounting firm. The engagement of the New Accountant was
approved by the Company's Board of Directors.
About ILUS
Ilustrato Pictures International Inc. is a corporation registered
in Nevada and operating out of New York and Dubai. The company has
acquired and integrated businesses in the global industries of
technology, engineering, and manufacturing, with a specific focus
on public safety. ILUS has a history of developing and
manufacturing Emergency Services products, including Emergency
Response vehicles, Special Vehicle conversions, Commercial EVs, and
IoT Technology. Additionally, the company intends to acquire
complementary companies that have disruptive technology and strong
management, with the potential for rapid growth that may benefit
from cross-pollination of territories, products, and skills offered
by ILUS's other group companies. ILUS operates as a holding
company, leveraging its subsidiaries to engage in public safety,
technology, engineering, and manufacturing.
As of December 31, 2023, the Company had $62,487,166 in total
assets, $32,579,545 in total liabilities, and $29,987,621 in total
stockholders' equity.
Ahmedabad, India-based Pipara & Co LLP, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
May 1, 2024, citing that the Company suffered losses from
operations in CY 2023 and CY 2022, and has a net capital deficiency
in the periods ended December 31, 2023, and 2022, which raise
substantial doubt about its ability to continue as a going concern.
JACKSON-STRONG ALLIANCE: Taps Development Specialists as CRO
------------------------------------------------------------
Jackson-Strong Alliance LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire Development
Specialists Inc. and designate Bradley D. Sharp as the chief
restructuring officer and Matthew P. Sorenson as the deputy chief
restructuring officer.
The firm will render these services:
-- Bradley D. Sharp will act as the Debtor's CRO, Matthew P.
Sorenson will act as the Debtor's Deputy CRO.
-- As CRO, Mr. Sharp, with the assistance of Mr. Sorenson, will
assume control of the Debtor's operations and direct the Company in
the Chapter 11 case, and any additional cases as may be filed in
respect of affiliates of the Company.
-- Mr. Sharp will report solely and directly to the sole Member
of the Company and will comply with the Debtor's corporate
governance requirements.
-- As directed by the Member, the CRO will be responsible for the
implementation and prosecution of the Chapter 11 case, including
negotiations with creditors, negotiations with potential DIP
lenders, reconciliation of claims asserted by creditors,
investigation and pursuit of claims against third parties,
evaluation of a potential sale of some or all of the Debtor's
assets and confirmation of a Chapter 11 plan.
-- Mr. Sorenson will be responsible for the preservation of
assets as well as managing any future sale of estate assets or
auction processes as deemed appropriate for the estate.
-- DSI will provide other personnel to provide restructuring and
accounting support services as requested by the Member and the
CRO.
-- DSI will provide other services as requested by the Member and
the CRO, which services may include:
a. assisting the Debtor in the preparation of financial
disclosures required by the Court, including the Schedules of
Assets and Liabilities, the Statements of Financial Affairs and
Monthly Operating Reports;
b. advising and assisting the Debtor, the Debtor's legal
counsel and other professionals in responding to third party
requests;
c. attending meetings and assisting in communications with
parties in interest and their professionals, including the Debtor's
secured lenders, any official committee(s) appointed pursuant tothe
Bankruptcy Code, the Office of the United States Trustee, and any
other governmental or regulatory agencies asserting jurisdiction
over the business and affairs of the
Debtor;
d. providing litigation advisory services with respect
toaccounting and financial matters, along with expert witness
testimony on case-related issues; and
e. rendering such other general business consulting or such
other assistance as the Company may deem necessary, and as
consistent with the role of a CRO and not duplicative of services
provided by other professionals in this case.
The firm will charge these hourly rates:
Bradley D. Sharp $815/hr.
Matthew P. Sorenson $595/hr.
Spencer Ferrero $470/hr.
Rowen Dizon $280.99/hr.
Mandy Yedidsion $190/hr.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Bradley D. Sharp, a Sr. Managing Director at Development
Specialists, Inc., 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:
Bradley D. Sharp
Development Specialists, Inc.,
DSI - Los Angeles
333 South Grand Avenue, Suite 4100
Los Angeles, CA 90071
Telephone: (213) 617-2717
Email: bsharp@dsi.biz
About Jackson-Strong Alliance
Jackson-Strong Alliance LLC was a creative partnership between
Michael Joseph Jackson and Brett-Livingstone Strong. Their aim was
to establish a dynamic arts enterprise, promoting the power of
imagination, not just for creativity sake, but for the sake of
important world causes. Michael and Brett focused their creative
expression in support of the arts, international charities and
protecting the environment.
Jackson-Strong Alliance LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-16203) on August
2, 2024. In the petition filed by Stason Kingsley Strong, chief
executive officer, Kingsley & Associates, its capacity as the
single member of Jackson-Strong Alliance LLC, the Debtor reports
estimated assets between $500 million and $1 billion and estimated
liabilities between $10 million and $50 million.
The Debtor is represented by Nicholas A. Koffroth, Esq. and Keith
C. Owens, Esq. at FOX ROTHSCHILD LLP.
JACKSON-STRONG ALLIANCE: Taps Fox Rothschild as Bankruptcy Counsel
------------------------------------------------------------------
Jackson-Strong Alliance LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire Fox Rothschild
LLP as its counsel.
The firm will provide these services:
a. advising Debtor of its rights and obligations and
performance of its duties during administration of this Chapter 11
Case;
b. attending meetings and negotiations with other parties in
interest on Debtor's behalf in this Chapter 11 Case;
c. taking all necessary actions to protect and preserve
Debtor's estate including: the prosecution of actions, the defense
of any actions taken against Debtor, negotiations concerning all
litigation in which Debtor is involved, and objecting to claims
filed against the estate which are believed to be inaccurate;
d. seeking the Court's approval and confirmation of a plan of
reorganization, the accompanying disclosure statement, and all
papers and pleadings related thereto and in support thereof and
attending court hearings related thereto;
e. representing Debtor in all proceedings before this Court or
other courts of jurisdiction in connection with this Chapter 11
Case, including preparing and/or reviewing all motions, answers
and
orders necessary to protect Debtor's interests;
f. assisting Debtor in developing legal positions and
strategies with respect to all facets of this proceeding;
g. preparing on Debtor's behalf necessary applications,
motions, answers, orders and other documents; and
h. performing all other legal services for Debtor in
connection with this Chapter 11 Case and other general corporate
and litigation matters, as may be necessary.
The firm will be paid at these rates:
Steven J. Link, Partner $640 per hour
Keith C. Owens, Partner $895 per hour
Nicholas A. Koffroth, Partner $725 per hour
Patricia M. Chlum, Paralegal $400 per hour
Partners $370 to $2,325 per hour
Counsel $325 to $1,075 per hour
Associates $240 to $670 per hour
Legal Assistants/Paralegals $110 to $525 per hour
The firm received from the Debtor the amount of $60,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Nichola Koffroth, a partner at Fox Rothschild 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:
Steven J. Link, Esq.
Nicholas A Koffroth, Esq.
Keith C. Owens, Esq.
Fox Rothschild LLP
Constellation Place
10250 Constellation Boulevard, Suite 900
Los Angeles, CA 90067
Tel: (310) 598-4150
Email: slink@foxrothschild.com
nkoffroth@foxrothschild.com
kowens@foxrothschild.com
About Jackson-Strong Alliance
Jackson-Strong Alliance LLC was a creative partnership between
Michael Joseph Jackson and Brett-Livingstone Strong. Their aim was
to establish a dynamic arts enterprise, promoting the power of
imagination, not just for creativity sake, but for the sake of
important world causes. Michael and Brett focused their creative
expression in support of the arts, international charities and
protecting the environment.
Jackson-Strong Alliance LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-16203) on August
2, 2024. In the petition filed by Stason Kingsley Strong, chief
executive officer, Kingsley & Associates, its capacity as the
single member of Jackson-Strong Alliance LLC, the Debtor reports
estimated assets between $500 million and $1 billion and estimated
liabilities between $10 million and $50 million.
The Debtor is represented by Nicholas A. Koffroth, Esq. and Keith
C. Owens, Esq. at FOX ROTHSCHILD LLP.
JGA DEVELOPMENT: Seeks to Sell Montclair Property for $1.5-Mil.
---------------------------------------------------------------
JGA Development, LLC asked the U.S. Bankruptcy Court for the
District of New Jersey to approve the sale of its real property in
a private deal.
Rita Brown Holloway, a resident of Orange, Conn., offered $1.5
million for the property located at 155 Highland Avenue, Montclair,
N.J.
The property is being sold "free and clear" of liens, with liens to
attach to the sale proceeds," according to court filings.
JGA will use the proceeds to, among other things, pay liens against
the property.
A court hearing to approve the sale is scheduled for Sept. 17.
About JGA Development
JGA Development, LLC, a real estate investment and development
company in Vineland, N.J., filed Chapter 11 petition (Bankr. D.N.J.
Case No. 24-16864) on July 9, 2024. At the time of the filing, the
Debtor disclosed $10 million to $50 million in both assets and
liabilities.
Judge Andrew B. Altenburg, Jr. oversees the case.
The Debtor tapped the Law Offices of Daniel Reinganum as bankruptcy
counsel and Michele Zelina, Esq., as special counsel.
JKJC ENTERPRISE: Unsecureds to Split $40,500 over 3 Years
---------------------------------------------------------
JKJC Enterprise Inc., filed with the U.S. Bankruptcy Court for the
Middle District of Florida an Amended Subchapter V Plan of
Reorganization dated August 2, 2024.
The Debtor is a family owned and operated freight transport company
which provides freight transport throughout the United States for a
fee.
The Debtor conducts its operations from 3905 Port Sea Place,
Kissimmee, Florida 34746. The Debtor is wholly owned by Ms. Katia
Soler who is the Debtor's President and 100% owner.
Class 14 consists of all Allowed General Unsecured Claims against
the Debtor. As set forth in the Debtor's financial projections, the
Debtor's projected disposable income is $13,404.20 per year. The
Debtor anticipates this projected disposable income to stay
consistent for all 3 years following the Effective Date. In full
satisfaction of the Allowed Class 14 General Unsecured Claims,
Holders of Class 14 Claims shall receive a pro rata share of
Distributions totaling $40,500.00 paid pursuant to the following
payment schedule, which payments shall commence on the Effective
Date:
* Quarters 1 through 4 (Plan Year 1): $3,375.00 per quarter.
* Quarters 5 through 8 (Plan Year 2): $3,375.00 per quarter.
* Quarters 9 through 12 (Plan Year 3): $3,375.00 per quarter.
In a liquidation scenario, the value received by holders of Allowed
Class 14 Claims would be $0.00. In addition to the annual
Distributions outlined herein, Class 14 Claimholders shall also
receive a pro rata share of the net proceeds recovered from all
Causes of Action after payment of professional fees and costs
associated with such collection efforts, and after Administrative
Claims and Priority Claims are paid in full. The maximum
Distribution to Class 14 Claimholders shall be equal to the total
amount of all Allowed Class 14 General Unsecured Claims. Class 14
is Impaired.
Class 15 consists of all equity interests in the Debtor. The Class
15 Interest Holder shall retain her respective Interest in the
Debtor, in the same proportion such Interest were held as of the
Petition Date. Class 15 is Unimpaired.
The Plan contemplates the Debtor will continue to manage and
operate its business in the ordinary course, but with restructured
debt obligations. It is anticipated the Debtor's postconfirmation
business will mainly involve continued operation of its freight
hailing, the income from which will be committed to make the Plan
Payments.
Funds generated from the Debtor's operations through the Effective
Date will be used for Plan Payments; however, the Debtor's cash on
hand as of Confirmation will be available for payment of
Administrative Expenses.
A full-text copy of the Amended Subchapter V Plan dated August 2,
2024 is available at https://urlcurt.com/u?l=qxHl0p from
PacerMonitor.com at no charge.
The Debtor's Counsel:
Justin M. Luna, Esq.
LATHAM LUNA EDEN & BEAUDINE LLP
201 S. Orange Avenue
Suite 1400
Orlando, FL 32801
Tel: (407) 481-5800
Fax: (407) 481-5801
Email: jluna@lathamluna.com
About JKJC Enterprise
JKJC Enterprise Inc. is a family owned and operated freight
transport company which provides freight transport throughout the
United States for a fee.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-01175) on March 11,
2024, with up to $10 million in both assets and liabilities. Katia
Soler, president, signed the petition.
Judge Tiffany P. Geyer oversees the case.
Justin M. Luna, Esq., at Latham Luna Eden & Beaudine LLP,
represents the Debtor as legal counsel.
JOHAL BROTHERS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Johal Brothers Inc.
8105 Grassy Meadow Court
Indianapolis, IN 46237
Business Description: The Debtor is part of the general freight
trucking industry.
Chapter 11 Petition Date: August 28, 2024
Court: United States Bankruptcy Court
Southern District of Indiana
Case No.: 24-04679
Judge: Hon. James M Carr
Debtor's Counsel: Harley K. Means, Esq.
KROGER, GARDIS & REGAS, LLP
111 Monument Circle
Suite 900
Indianapolis, IN 46204
Tel: 317-692-9000
Fax: 317-264-6832
Total Assets: $581,500
Total Liabilities: $1,437,032
The petition was signed by Amritpaul S. Johal as president/CEO.
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/HKWC7FY/Johal_Brothers_Inc__insbke-24-04679__0001.0.pdf?mcid=tGE4TAMA
KENNISON STRATEGIC: Files for Chapter 11 Bankruptcy
---------------------------------------------------
Kennison Strategic Development Co. LLC filed Chapter 11 protection
in the Western District of Pennsylvania. According to court
documents, the Debtor reports up to $50,000 in debt owed to 1 and
49 creditors. The petition states funds will be available to
unsecured creditors.
About Kennison Strategic Development
Kennison Strategic Development Co. LLC is engaged in activities
related to real estate.
Kennison Strategic Development Co. LLC sought relief under Chapter
11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 24-21944)
on August 8, 2024. In the petition filed by Mark Kennison, as
president, the Debtor reports estimated assets between $1 million
and $10 million and estimated liabilities up to $50,000.
The Debtor is represented by:
Brian C. Thompson, Esq.
THOMPSON LAW GROUP, P.C.
301 Smith Drive, Suite 6
Cranberry Twp, PA 16066
Tel: 724-799-8404
Fax: 724-799-8409
E-mail: bthompson@thompsonattorney.com
LA DELTA FARMS OIL: Commences Subchapter V Case
-----------------------------------------------
LA Delta Farms Oil Company LLC filed Chapter 11 protection in the
Eastern District of Louisiana. According to court filing, the
Debtor reports between $1 million and $10 million in debt owed to 1
and 49 creditors. The petition states funds will be available to
unsecured creditors.
About LA Delta Farms Oil Company LLC
LA Delta Farms Oil Company LLC is part of the crude petroleum
extraction industry.
LA Delta Farms Oil Company LLC sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. La. Case No.
24-11550) on August 9, 2024. In the petition filed by Ethan A.
Miller, as president/manager, the Debtor reports estimated assets
and liabilities between $1 million and $10 million each.
The Honorable Bankruptcy Judge Meredith S. Grabill oversees the
case.
The Debtor is represented by:
Frederick Bunol, Esq.
THE DERBES LAW FIRM, LLC
3027 Ridgelake Drive
Metairie LA 70002
Tel: 504-207-0908
Email: fbunol@derbeslaw.com
LIVINGSTON TOWNSHIP: Creditors to Get Proceeds From Liquidation
---------------------------------------------------------------
Livingston Township Fund One, LLC (LTFO) filed with the U.S.
Bankruptcy Court for the Southern District of Mississippi a
Disclosure Statement describing Chapter 11 Plan dated August 5,
2024.
The Debtor is a single asset real estate debtor, was incorporated
in 2011 with the purpose of developing and operating commercial
real estate in the Livingston Township Planned United development
in Madison County, Mississippi.
The debtor developed a property consisting of five commercial
buildings located on approximately five acres of commercial
property. The management of the debtor is handled by Livingston
Township Management, LLC, which is further managed by Los Robles,
LLC. Robert Yamamoto and Mike Bollehbacher are the managers and
owners of Los Robles, LLC.
Robert Yamamoto managed the day-to-day operation of LTFO from 2011
to 2023. In 2023, Robert stepped down as manager. Upon assuming
management duties, Mike Bollehbacher discovered that the mortgage
owed on the property to BOM was in default and that tenants were
significantly behind on rent. BOM initiated foreclosure
proceedings, which led to the bankruptcy filing of LTFO.
LTFO operations have change dramatically since filing the
bankruptcy petition. LTFO has sought and received court permission
to sell all its real estate assets. Those sales have either all
been completed or will be completed shortly. There will be no
continued operation of the debtor outside of the liquidation of
assets. There are various litigation claims that LTFO intends to
pursue.
The sale of real estate is expected to satisfy the principal
secured creditor's claim in full. Any remaining proceeds and any
money realized from litigation will be applied to LTFO's debts.
LTFO does not expect any further future income.
The Debtor proposes a liquidating Chapter 11 plan. All assets will
be liquidated and litigation will be pursued. The sale proceeds and
litigation recovery will be distributed to creditors according to
their priority.
Each Holder of an Allowed Unsecured Claim in Class 4 shall receive
a Pro Rata share of the remaining Net Distributable Assets, only
after administrative and priority claims have been paid in full.
Class 4 Unsecured Claims are subject to all statutory, equitable
and contractual subordination claims, rights and grounds available
to the Debtor, and/or the Estate, which subordination claims,
rights and grounds are fully enforceable prior to, on and after the
Effective Date.
The interests of equity security holders shall be cancelled and
terminated upon confirmation of the Plan of Reorganizations.
A full-text copy of the Disclosure Statement dated August 5, 2024
is available at https://urlcurt.com/u?l=QI5QLC from
PacerMonitor.com at no charge.
Livingston Township is represented by:
Thomas Carl Rollins, Jr., Esq.
The Rollins Law Firm, PLLC
P.O. Box 13767
Jackson, MS 39236
Telephone: (601) 500-5533
Email: tc@therollinsfirm.com
About Livingston Township Fund One
Livingston Township Fund One, LLC, filed a petition for relief
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D.
Miss. Case No. 23-02573) on Nov. 6, 2023, with $1 million to $10
million in both assets and liabilities. Craig Geno, Esq., at the
Law Offices of Craig M. Geno, PLLC serves as Subchapter V trustee.
Judge Jamie A. Wilson oversees the case.
The Debtor tapped The Rollins Law Firm, PLLC, Steven H. Smith, PLLC
and Eileen N. Shaffer, Esq., a practicing attorney in Jackson,
Miss., as bankruptcy counsels; and Jernigan Copeland Attorneys,
PLLC as special counsel. Phillips & Company is the Debtor's
accountant.
LLT MANAGEMENT: 2 Talc Miners Defend $505M Deal With J&J
--------------------------------------------------------
Rick Archer of Law360 Bankruptcy Authority reports that two
bankrupt former talc suppliers defended their proposed $505 million
liability deal with Johnson & Johnson on Thursday, August 15, 2024,
before a Delaware bankruptcy judge who authorized discovery into
the settlement by objecting insurers.
About LLT Management
LLT Management, LLC (formerly known as LTL Management LLC) , is a
subsidiary of Johnson & Johnson that was formed to manage and
defend thousands of talc-related claims and oversee the operations
of Royalty A&M. Royalty A&M owns a portfolio of royalty revenue
streams, including royalty revenue streams based on third-party
sales of LACTAID, MYLANTA/MYLICON and ROGAINE products.
LTL Management first filed a petition for Chapter 11 protection
(Bankr. W.D.N.C. Case No. 21-30589) on Oct. 14, 2021. The case was
transferred to New Jersey (Bankr. D.N.J. Case No. 21-30589) on Nov.
16, 2021. The Hon. Michael B. Kaplan is the case judge. At the
time of the filing, the Debtor was estimated to have $1 billion to
$10 billion in both assets and liabilities.
The Debtor tapped Jones Day and Rayburn Cooper & Durham, P.A., as
bankruptcy counsel; King & Spalding, LLP and Shook, Hardy & Bacon
LLP as special counsel; McCarter & English, LLP as litigation
consultant; Bates White, LLC as financial consultant; and
AlixPartners, LLP as restructuring advisor. Epiq Corporate
Restructuring, LLC, served as the claims agent.
An official committee of talc claimants was formed in the Debtor's
Chapter 11 case on Nov. 9, 2021. On Dec. 24, 2021, the U.S.
Trustee for Regions 3 and 9 reconstituted the talc claimants'
committee and appointed two separate committees: (i) the official
committee of talc claimants I, which represents ovarian cancer
claimants, and (ii) the official committee of talc claimants II,
which represents mesothelioma claimants.
The official committee of talc claimants I tapped Genova Burns LLC,
Brown Rudnick LLP, Otterbourg PC and Parkins Lee & Rubio LLP as its
legal counsel. Meanwhile, the official committee of talc claimants
II is represented by the law firms of Cooley LLP, Bailey Glasser
LLP, Waldrep Wall Babcock & Bailey PLLC, Massey & Gail LLP, and
Sherman Silverstein Kohl Rose & Podolsky P.A.
Re-Filing of Chapter 11 Petition
On January 30, 2023, a panel of the Third Circuit issued an opinion
directing this Court to dismiss the 2021 Chapter 11 Case on the
basis that it was not filed in good faith. Although the Third
Circuit panel recognized that the Debtor "inherited massive
liabilities" and faced "thousands" of future claims, it concluded
that the Debtor was not in financial distress before the filing.
On March 22, 2023, the Third Circuit entered an order denying the
Debtor's petition for rehearing. The Third Circuit entered an
order denying LTL's stay motion on March 31, 2023, and, on the dame
day, issued its mandate directing the Bankruptcy Court to dismiss
the 2021 Chapter 11 Case.
The Bankruptcy Court entered an order dismissing the 2021 Case on
April 4, 2023.
Johnson & Johnson on April 4, 2023, announced that its subsidiary
LTL Management LLC (LTL) has re-filed for voluntary Chapter 11
bankruptcy protection (Bankr. D.N.J. Case No. 23-12825) to obtain
approval of a reorganization plan that will equitably and
efficiently resolve all claims arising from cosmetic talc
litigation against the Company and its affiliates in North
America.
In the new filing, J&J said it has agreed to contribute up to a
present value of $8.9 billion, payable over 25 years, to resolve
all the current and future talc claims, which is an increase of
$6.9 billion over the $2 billion previously committed in connection
with LTL's initial bankruptcy filing in October 2021. LTL also has
secured commitments from over 60,000 current claimants to support a
global resolution on these terms.
In August 2023, U.S. Bankruptcy Judge Michael Kaplan in Trenton,
New Jersey, ruled that the second bankruptcy case should be
dismissed.
3rd Try
In May 2024, J&J announced its subsidiary LLT Management LLC is
soliciting support for a consensual prepackaged bankruptcy plan to
resolve its talc-related liabilities. Under the terms of the plan,
a trust would be funded with over $5.4 billion in the first three
years and more than $8 billion over the course of 25 years, which
J&J calculates to have a net present value of $6.475 billion.
Claimants must cast their vote to accept or reject the Plan by 4:00
p.m. (Central Time) on July 26, 2024. A solicitation package may
be requested at www.OfficialTalcClaims.com or by calling
1-888-431-4056. If the Plan is accepted by at least 75% of voters,
a bankruptcy may be filed under the case name In re: Red River Talc
LLC in a bankruptcy court in Texas or in the bankruptcy court of
another jurisdiction. Epiq Corporate Restructuring, LLC is serving
as balloting and solicitation agent for LLT.
On May 22, 2024, five individuals, both individually and on behalf
of a proposed class, filed a class action complaint against, among
others, LLT, J&J, Holdco, and certain of their officers and
directors in the United States District Court for the District of
New Jersey and is proceeding under case number 3:24-cv-06320. The
tort claimants are represented by: (a) Golomb Legal; (b) Levin,
Papantonio, Rafferty, Proctor, Buchanan, O’Brien, Barr, Mougey,
P.A.; (c) Bailey Glasser LLP; (d) Beasley, Allen, Crow, Methvin,
Portis & Miles P.C.; (e) Aschraft & Gerel, LLP; and (f) Burns
Charest LLP. The proposed class includes all persons who, as of
August 11, 2023, either had a pending lawsuit alleging an ovarian
cancer or mesothelioma personal injury claim caused by asbestos or
other constituents in J&J talcum powder products or had executed a
retainer agreement with a lawyer or law firm to pursue such a
claim. The complaint alleges 10 causes of action that generally
seek to avoid: the 2021 Corporate Restructuring; the termination of
the 2021 Funding Agreement; and the separation of J&J’s consumer
health division into Kenvue on the basis that these transactions
were actual fraudulent transfers.
LLT, J&J, Holdco, and the other defendants dispute the allegations
in the Class Action Complaint and believe it lacks merit.
In May 2024, J&J and LLT filed in In re Johnson & Johnson Talcum
Powder Products Mktg., Sales Practices and Products Litig., MDL No.
2738, Civil Action No. 16-2638 (FLW) (D.N.J. April 27, 2020), a
notice of their intent to issue a subpoena to Ellington Management
Group, who J&J and LLT believe may have financed Beasley Allen's,
or their co-counsel's, talc litigation. J&J and LLT have also filed
a notice to issue a subpoena to the Smith Law Firm PLLC. These
subpoenas seek documents relating to any litigation financing
arrangements.
Lawyers at Jones Day serve as counsel to LLT in the 2024
prepackaged bankruptcy. Lawyers at White & Case LLP and Barnes &
Thornburg LLP advise Johnson & Johnson.
The Members of the Talc Trust Advisory Committee are Andrews &
Thornton; Pulaski Kherkher, PLLC; Watts Law Firm LLP; Onderlaw,
LLC; and Nachawati Law Group.
MARQUEZ CONSTRUCTION: Case Summary & Five Unsecured Creditors
-------------------------------------------------------------
Debtor: Marquez Construction and Maintenance, LLC
2751 S. US Hwy 385
Odessa TX 79766
Business Description: Marquez Construction offers pipeline
services encompassing gathering systems,
well connects, meter stations, pump
stations, launchers, receivers and block
valves.
Chapter 11 Petition Date: August 28, 2024
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 24-31042
Debtor's Counsel: Carlos Miranda, Esq.
MIRANDA & MALDONADO, PC
5915 Silver Springs Bldg. 7
El Paso TX 79912
Tel: (915) 587-5000
E-mail: cmiranda@eptxlawyers.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Angel Marquez, owner.
A full-text copy of the petition containing, among other items, a
list of the Debtor's five unsecured creditors is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/6XLSOKY/Marquez_Construction_and_Maintenance__txwbke-24-31042__0001.0.pdf?mcid=tGE4TAMA
MAWSON INFRASTRUCTURE: Expands to Ohio to Bolster AI/HPC Growth
---------------------------------------------------------------
Mawson Infrastructure Group Inc. announced Aug. 27 the expansion of
its lease in Ohio, further extending its AI (artificial
intelligence) and HPC (high-performance computing) growth
capacities.
Mawson also invites additional AI/HPC partners, as it expects to
further increase its total capacity from the currently operational
129 megawatts ("MW") across its Pennsylvania facilities in Midland,
PA and Bellefonte, PA, to about 153 MW, given its expansion to
Ohio.
Rahul Mewawalla, CEO and president, stated, "Our expansion into
Ohio further increases our footprint in the PJM market, the largest
wholesale electric market in North America, and amongst the most
attractive markets, in our view, for AI (artificial intelligence)
and HPC (high-performance computing). We are also seeing companies
such as Amazon Web Services, Microsoft, and Google expanding their
operations in the PJM market, which speaks favourably to its future
growth opportunities. Moreover, we are extremely proud of our
Carbon-Free energy approach, including nuclear energy, as we
continue to expand our digital infrastructure platforms to serve
AI, HPC, and digital assets markets. We expect digital
infrastructure for high-performance and accelerated computing to
become increasingly valuable and we are excited about our expansion
to Ohio, building upon our recent expansion in Pennsylvania which
we successfully completed last quarter. We also look forward to
our continuing to partner and collaborate with innovative AI and
HPC colocation customers to power the future of AI."
Key Highlights:
* Mawson's expansion into Perry County, Ohio further increases
its footprint in the PJM market, which is the largest wholesale
electric market in North America and has competitive power rates
and is a deregulated market.
* Secures lease amendment for an extended term for 9 years
through April 2033.
* Secures initial 24 megawatts of capacity through agreements,
which could grow Mawson from currently operational 129 MW to 153
MW.
* Expected to commence initial construction while inviting
AI/HPC partners to discuss opportunities to partner and collaborate
with Mawson to power the deployment of NVIDIA GPUs and other high
performance and accelerated computing.
About Mawson
Headquartered in Midland, Pennsylvania, Mawson Infrastructure Group
Inc. is a technology company providing next-generation
infrastructure platforms for AI, HPC, and digital assets. The
Company's innovation, technology, and operational expertise enables
it to operate and optimize digital infrastructure to accelerate the
digital economy including artificial intelligence, high-performance
computing solutions, and digital assets using a Carbon-Free energy
approach.
Boston, Massachusetts-based Wolf & Company, P.C., the Company's
auditor since 2023, issued a "going concern" qualification in its
report dated March 29, 2024, citing that the Company has incurred
net losses since its inception, and had negative working capital
and will need additional funding to continue operations. This
raises substantial doubt about the Company's ability to continue
as
a going concern.
MAWSON INFRASTRUCTURE: Narrows Net Loss to $9.6MM in Fiscal Q2
--------------------------------------------------------------
Mawson Infrastructure Group Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $9,618,693 on $13,112,119 of total revenues for the for
the three months ended June 30, 2024, compared to a net loss of
$17,649,462 on $10,551,535 of total revenues for the three months
ended June 30, 2023.
For the six months ended, the Company reported a net loss of
$29,587,978 on $31,883,428 of total revenues, compared to a net
loss of $29,030,420 on $18,222,142 of total revenues for the same
period in 2023.
As of June 30, 2024, the Company had $65,625,213 in total assets,
$61,221,009 in total liabilities, and $4,404,204 in total
stockholders' equity.
Rahul Mewawalla, CEO and President of Mawson, said, "We are pleased
to deliver another solid quarter, including growth of our digital
colocation business with revenue increasing by 77% this quarter,
and growth of our energy management business with revenue
increasing by 70% this quarter, compared to the same quarter last
year. In line with our long-term growth strategy, we are also
delighted to continue to make significant strategic strides and
have achieved several major milestones. We have successfully
completed the operational expansion of our Midland facilities by
20% to 120 MW, which is expected to be amongst the largest
operating sites in the PJM market amongst all the North American
Public Bitcoin mining companies. We also further strengthened our
market presence by signing and executing an additional colocation
agreement with an enterprise customer. In addition, we expanded our
digital colocation business into new digital assets. Moreover, we
recently broadened our business to include AI (artificial
intelligence) and HPC (high-performance computing) colocation
markets, reflecting our continued focus on innovation and evolving
market and customer needs. We are excited about the future of our
digital infrastructure platforms and our computing infrastructure
to provide solutions across digital assets, AI, and HPC markets."
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/5fz6wvjn
About Mawson
Headquartered in Midland, Pennsylvania, Mawson Infrastructure Group
Inc. is a 'Digital Infrastructure' Company, which operates (through
its subsidiaries) data centers for the generation of Bitcoin
cryptocurrency in the United States. Because Mawson takes part in
Bitcoin mining, it is often referred to as a Bitcoin miner. The
Company has three primary businesses: digital currency or Bitcoin
self-mining, customer co-location and related services, and energy
markets.
Boston, Massachusetts-based Wolf & Company, P.C., the Company's
auditor since 2023, issued a "going concern" qualification in its
report dated March 29, 2024, citing that the Company has incurred
net losses since its inception, and had negative working capital
and will need additional funding to continue operations. This
raises substantial doubt about the Company's ability to continue as
a going concern.\
MERCURITY FINTECH: Rong Gan Holds 7.6% Stake, Surrenders Warrants
-----------------------------------------------------------------
Xin Rong Gan disclosed in a Schedule 13D/A Report filed with the
U.S. Securities and Exchange Commission that as of May 23, 2024,
they beneficially owned a total of 4,600,000 of Mercurity Fintech
Holding Inc.'s ordinary shares (constituting 7.6% of the total
issued and outstanding ordinary shares based on the sum of
60,819,897 ordinary shares of the Company issued and outstanding as
of July 31, 2024.
On March 23, 2023, Xin Rong Gan entered into a share ownership
transfer agreement and a warrant transfer agreement with Hanqi Li,
pursuant to which Xin Rong Gan acquired from Ms. Hanqi Li 4,600,000
ordinary shares and warrants to purchase 13,800,000 ordinary shares
of the Company for US$3,450,000 derived from personal funds.
On May 23, 2024, Xin Rong Gan surrendered 13,800,000 warrants to
the Company pursuant to a warrant surrender agreement, for no
consideration.
Xin Rong Gan acquired the Shares for investment purposes and
intends to review and evaluate its investment in the Company on a
continuous basis. Depending upon various factors, including but not
limited to the business, prospects and financial condition of Xin
Rong Gan and the Company and other developments concerning
Reporting Person and the Company, market conditions and other
factors that Xin Rong Gan may deem relevant to its investment
decision, and subject to compliance with applicable laws, rules and
regulations, Xin Rong Gan may in the future take actions with
respect to its investment in the Company as it deems appropriate
with respect to any or all matters required to be disclosed in this
Schedule 13D, including without limitation changing its intentions
or increasing or decreasing its investment in the Company or
engaging in any hedging or other derivative transactions with
respect to the Ordinary Shares.
A full-text copy of Xin Rong Gan's SEC Report is available at:
https://tinyurl.com/3syn3ejj
About Mercurity
Formerly known as JMU Limited, Mercurity Fintech Holding Inc. is a
digital fintech company with subsidiaries specializing in
distributed computing and digital consultation across North America
and the Asia-Pacific region and is in the process of applying for
FINRA approval to add brokerage services to its business. The
Company's focus is on delivering innovative financial solutions
while adhering to principles of compliance, professionalism, and
operational efficiency. The Company's aim is to contribute to the
evolution of digital finance by providing secure and innovative
financial services to individuals and businesses.
As of Dec. 31, 2023, the Company had $30.39 million in total
assets, $12.56 million in total liabilities, and $17.83 million in
total shareholders' equity.
Singapore-based Onestop Assurance PAC, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
April 22, 2024, citing that the Company has incurred recurring
operating losses and negative cash flows from operating activities
and has an accumulated deficit, which raise substantial doubt about
its ability to continue as a going concern.
MIDWEST CHRISTIAN: Committee Taps Sandberg Phoenix as Local Counsel
-------------------------------------------------------------------
The unsecured creditors committee of Midwest Christian Villages,
Inc. and its affiliates seeks approval from U.S. Bankruptcy Court
for the Eastern District of Missouri to hire Sandberg Phoenix & von
Gontard P.C. as local counsel.
The firm's services include:
a. advising the Committee with respect to its rights and
obligations as a committee and regarding other matters of
bankruptcy law;
b. preparing and filing of any motions, objections or other
pleadings and documents that may be required in this proceeding;
c. representing the Committee at the meeting of creditors,
plan of reorganization, disclosure statement, confirmation and
related hearings, and any adjourned hearings thereof;
d. representing the Committee in adversary proceedings and
other contested bankruptcy matters; and
e. representing the Committee in the above matters, and any
other matter that may arise in connection with Debtors’
reorganization proceedings and their business operations.
Sandberg Phoenix will be paid at these hourly rates:
Clayton Kuhn, Shareholder $415
Christopher D. Lee, Counsel $300
Robin Hileman, Bankruptcy Specialist $140
Sandberg Phoenix will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Christopher Lee, counsel at Sandberg Phoenix and von Gontard P.C.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
Sandberg Phoenix can be reached at:
Clayton G. Kuhn, Esq.
Christopher D. Lee, Esq.
Sandberg Phoenix and von Gontard P.C.
120 S. Central Avenue, Suite 1600
Clayton, MO 63105
Tel: (314) 725-9100
E-mail: ckuhn@sandbergphoenix.com
clee@sandbergphoenix.com
About Midwest Christian Villages, Inc.
Midwest Christian Villages, Inc. operate a mix of independent,
assisted and skilled nursing campuses in 10 locations across the
Midwest, serving over 1,000 residents.
Midwest Christian Villages, Inc. and its affiliates filed their
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Mo. Lead Case No. 24-42473) on July 16, 2024,
listing $1 million to $10 million in assets and $10 million to $50
million in liabilities. The petitions were signed by Kate Bertram,
chief operating officer.
Judge Kathy Surratt-States presides over the case.
David A. Sosne, Esq. at SUMMERS COMPTON WELLS LLC represents the
Debtor as counsel.
MOUNTAIN LIFE: A.M. Best Places B(Fair) FS Rating Under Review
--------------------------------------------------------------
AM Best has placed under review with developing implications the
Financial Strength Rating of B (Fair) and the Long-Term Issuer
Credit Rating of "bb+" (Fair) of Mountain Life Insurance Company
(Mountain Life) (Lexington, KY).
The Credit Ratings (ratings) reflect Mountain Life's balance sheet
strength, which AM Best assesses as strong, as well as its marginal
operating performance, very limited business profile and
appropriate enterprise risk management.
The ratings of Mountain Life have been placed under review with
developing implications as the company has been sold by Kentucky
National Insurance Group, LLC to MEM Capital LLC (MEM Capital).
Mountain Life now exists within MEM Capital's organizational
structure.
The new ownership group plans to introduce a multi-year guaranteed
annuity (MYGA) product to Mountain Life's product portfolio, which
will diversify the liability profile and provide a source of growth
for the company. The MYGA product will be sold in all states in
which the company is currently licensed and will have reinsurance
support. There will also be a focus on improving investment
management. Capital contributions will be provided and a capital
maintenance agreement has been drafted to support the company's
growth plans.
Mountain Life's ratings will remain under review with developing
implications until AM Best can properly assess the company's rating
fundamentals, both financially and operationally.
MPH ACQUISITION: Moody's Cuts CFR to Caa1 & Alters Outlook to Neg.
------------------------------------------------------------------
Moody's Ratings downgraded MPH Acquisition Holdings LLC's
("MultiPlan") Corporate Family Rating to Caa1 from B3, the
Probability of Default Rating to Caa1-PD from B3-PD. Moody's also
downgraded the ratings on the company's senior secured credit
facilities and senior secured notes to B2 from B1 and senior
unsecured notes to Caa2 from Caa1. The company's Speculative Grade
Liquidity ("SGL") Rating is unchanged at SGL-1. The outlook was
revised to negative from stable.
The rating downgrades reflect weaker than expected operating
performance recently and Moody's expectation for no material
improvement over the near to medium term. Moody's expect debt to
EBITDA, which was approximately 8.0x at June 30, 2024, to remain
elevated. Additionally, Moody's now expect free cash flow
generation at levels insufficient to materially reduce debt outside
of required term loan amortization. Moody's believe ongoing
litigation with numerous health systems could negatively impact
business prospects going forward. While MultiPlan has an attractive
debt maturity schedule, the company will need to delever from
currently high levels to be in a position to successfully refinance
its capital structure.
The negative outlook reflects Moody's view that leverage will
remain elevated. Moody's expect limited EBITDA growth and
deleveraging over the next 12 to 18 months.
Governance risk considerations are material to the rating action,
reflecting the MultiPlan's consistently high financial leverage
which has limited the company's financial flexibility.
RATINGS RATIONALE
MultiPlan's Caa1 rating reflects its high financial leverage and
the company's very high customer concentration, with around half of
its revenue from its largest three customers. Debt/EBITDA was 7.8x
at June 30, 2024 and Moody's expect it to remain elevated at
approximately 8.0x over the next 12-18 months.
MultiPlan's rating is supported by the company's solid market
position in the healthcare cost management industry, robust
operating margins, and positive free cash flow. The company also
benefits from high barriers to entry in the preferred provider
organization (PPO) industry and switching costs for its data-driven
analytics business.
The Speculative Grade Liquidity Rating of SGL-1 reflects the
company's very good liquidity, as Moody's expect MultiPlan will
generate positive free cash flow sufficient to cover required debt
amortization over the next 12 to 18 months. Further, liquidity is
supported by access to a $450 million revolving credit facility
expiring in 2026, which Moody's expect will remain undrawn, and no
near-term debt maturities. The company had unrestricted cash of $49
million at June 30, 2024. The company has no debt maturities until
2027.
ESG CONSIDERATIONS
MultiPlan's CIS-5 (previously CIS-4) indicates that the rating is
lower than it would have been if ESG risk exposures did not exist
and that the negative impact is more pronounced than for issuers
scored CIS-4. MultiPlan has exposure to both social (S-4) and
governance risk considerations (G-5, previously G-4). As a cost
containment company with significant revenue generated from the
repricing of out of network medical bills, MultiPlan is at risk of
a change in legislation that could impact the way medical bills are
repriced. Furthermore, MultiPlan has aggressive financial policies
evidenced by its high financial leverage that has limited the
company's financial flexibility.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if MultiPlan demonstrates a track
record of consistent EBITDA growth and profitability as well as
good liquidity.
The ratings could be downgraded if leverage continues to rise
and/or free cash flow turns consistently negative. The ratings
could be downgraded if Moody's see increased likelihood of
transaction that Moody's would deem a distressed exchange or
default.
MultiPlan operates in the healthcare benefits field as a provider
of healthcare cost management solutions. Through its Network-Based
Services (23% of 2022 revenue), MultiPlan is one of the largest
independent PPOs, providing networks of contracted healthcare
providers for health plans to use. MultiPlan operates two other
segments: Analytics-Based Solutions (66%) - its largest business -
and Payment and Revenue Integrity Services (11%). MultiPlan uses
data and technology to determine a fair price for out of network
claims and identify improper and unnecessary charges before or
after claims are paid. Approximately 90% of the company's revenues
are generated as a percentage of savings realized by their payor
customers. MultiPlan is a public company and its largest
shareholder is Hellman & Friedman. The company generated $955
million in revenue over the last twelve months.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
MYCOTOPIA THERAPIES: Posts $470,675 Net Loss in Fiscal Q2
---------------------------------------------------------
Mycotopia Therapies, Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $470,675 for the three months ended June 30, 2024,
compared to a net loss of $278,682 for the three months ended June
30, 2023.
For the six months ended June 30, 2024, the Company incurred a net
loss of $896,617, compared to a net loss of $581,686 for the same
period in 2023, had negative cash flows from operations of $164,229
and may incur additional future losses. At June 30, 2024, the
Company had total current assets of $280,405 and total current
liabilities of $4,812,996, resulting in a working capital deficit
of $4,532,591.
The Company's existence is dependent upon management's ability to
develop profitable operations. Management is devoting substantially
all of its efforts to developing its business and raising capital
and there can be no assurance that the Company's efforts will be
successful. No assurance can be given that management's actions
will result in profitable operations or the resolution of its
liquidity problems.
In order to improve the Company's liquidity, the Company's
management is actively pursuing additional equity financing through
discussions with investment bankers and private investors. There
can be no assurance that the Company will be successful in its
effort to secure additional equity financing.
As of June 30, 2024, the Company had $1,888,069 in total assets,
$4,812,996 in total liabilities, and $2,924,927 in total
stockholders' deficit.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/2n2dz3yp
About Mycotopia Therapies
Miami, Fla.-based Mycotopia Therapies, Inc. promotes the study of
psychedelics for the treatment of mental health issues and supports
the creation of both natural and synthetic molecules for the
development of appropriate treatments.
For the year ended December 31, 2023, the Company incurred a net
loss of $1,181,347, compared to a net loss of $2,611,869 for the
year ended December 31, 2022. As of December 31, 2023, the Company
had $2,219,413 in total assets, $4,247,723 in total liabilities,
and $2,028,310 in total stockholders' deficit.
Spokane, Wash.-based Fruci & Associates II, PLLC, the Company's
auditor since 2024, issued a "going concern" qualification in its
report dated April 18, 2024, citing that the Company experienced
negative operating cash flows, negative working capital, and has
incurred operating losses since inception. These factors, among
others, raise substantial doubt about the Company's ability to
continue as a going concern.
NANO MAGIC: Posts $824,665 Net Loss in Fiscal Q2
------------------------------------------------
Nano Magic Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $824,665 on $616,623 of net revenues for the three months ended
June 30, 2024, compared to a net loss of $650,865 on $709,293 of
net revenues for the three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $1,570,872 on $1,196,735 of net revenues, compared to a net
loss of $1,303,902 on $1,406,322 of net revenues for the same
period in 2023. At June 30, 2024, the Company had a working capital
deficit of $805,072 as compared to positive working capital of
$454,969 at December 31, 2023.
As of June 30, 2024, the Company had $2,319,026 in total assets,
$2,351,325 in total liabilities, and $32,299 in total stockholders'
deficit.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/3ehp2rnx
About Nano Magic
Headquartered in Madison Heights, Michigan, Nano Magic Inc. --
https://nanomagic.com/ -- 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.
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.
NETCAPITAL INC: Regains Compliance With Nasdaq Listing Rule
-----------------------------------------------------------
Netcapital Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that the Company received a
notice from The Nasdaq Stock Market, LLC, dated August 19, 2024,
informing the Company that it had regained compliance with Nasdaq's
Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital
Market, as the bid price of the Company's common stock closed at or
above $1.00 per share for a minimum of 10 consecutive business days
since August 2, 2024.
As previously disclosed on a Current Report on Form 8-K filed by
the Company, Nasdaq had previously notified the Company on
September 1, 2023 that it was not in compliance with the Bid Price
Rule because it failed to maintain a minimum bid price of $1.00 per
share for 30 consecutive business days. Further as of July 22,
2024, Nasdaq determined that that the Company's securities had a
closing bid price of $0.10 or less for ten consecutive trading days
and as a result, Nasdaq delivered written notice to the Company on
July 23, 2024 under which it advised the Company that Nasdaq has
determined to delist the Company's securities from The Nasdaq
Capital Market. The Company requested a hearing to appeal Nasdaq's
delisting determination, but since the Company regained compliance
with Nasdaq's continued listing requirements, the hearing was
cancelled.
About Netcapital Inc.
Headquartered in Boston, Mass., Netcapital Inc. --
www.netcapital.com -- is a fintech company with a scalable
technology platform that allows private companies to raise capital
online from accredited and non-accredited investors. The Company
provides all investors with the opportunity to access investments
in private companies. The Company's model disrupts traditional
private equity investing and is based on Title III, Regulation
Crowdfunding ("Reg CF") of the Jumpstart Our Business Startups Act
("JOBS Act"). Additionally, the Company has recently expanded its
model to include Regulation A offerings. The Company generates fees
from listing private companies on its funding portal located at
www.netcapital.com and from advising companies with respect to
their Reg A offerings posted on the same portal. The Company's
consulting group, Netcapital Advisors Inc., a wholly owned
subsidiary, provides marketing and strategic advice to companies in
exchange for cash fees and/or equity positions. The Netcapital
funding portal is registered with the SEC, is a member of the
Financial Industry Regulatory Authority ("FINRA"), a registered
national securities association, and provides investors with
opportunities to invest in private companies.
Spokane, Washington-based Fruci & Associates II, PLLC, the
Company's auditor since 2017, issued a "going concern"
qualification in its report dated July 29, 2024, citing that the
Company has negative working capital, net operating losses, and
negative cash flows from operations. These factors, among others,
raise substantial doubt about the Company's ability to continue as
a going concern.
Netcapital reported a net loss of $4.99 million for the year ended
April 30, 2024, compared to net income of $2.95 million for the
year ended April 30, 2023. As of April 30, 2024, the Company had
$41.56 million in total assets, $3.62 million in total liabilities,
and $37.94 million in total stockholders' equity.
NEW PHILADELPHIA BAPTIST: Files for Chapter 11 Bankruptcy
---------------------------------------------------------
New Philadelphia Baptist Church Inc. filed for Chapter 11
protection in the Southern District of Florida. According to court
documents, the Debtor reports $393,979 in debt owed to 1 and 49
creditors. The petition states funds will not be available to
unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Sept. 5, 2024 at 2:30 p.m. in Room Telephonically on telephone
conference line: 866-915-4419. participant access code: 6071331.
About New Philadelphia Baptist
New Philadelphia Baptist Church Inc. is the fee simple owner of a
real property located at Miami, FL having a current value of $1.31
million.
The Honorable Bankruptcy Judge Laurel M. Isicoff oversees the
case.
The Debtor is represented by:
Owei Z Belleh, Esq.
THE BELLEH LAW GROUP, PLLC
4901 NW 17th Way Ste 605
Ft Launderdale FL 33309-3775
Tel: (888) 450-7999
Fax: (888) 450-7999
Email: bankruptcy@bellehlaw.com
NEW YORK SCHOOLS: A.M. Best Cuts FS Rating to C++(Marginal)
-----------------------------------------------------------
AM Best has downgraded the Financial Strength Rating to C++
(Marginal) from B (Fair) and the Long-Term Issuer Credit Rating to
"b" (Marginal) from "bb" (Fair) of New York Schools Insurance
Reciprocal (NYSIR) (Uniondale, NY). The outlook of these Credit
Ratings (ratings) is negative. Concurrently, AM Best has withdrawn
these ratings at the request of the company to no longer
participate in AM Best's interactive rating process. This serves as
AM Best's final rating update.
The ratings reflect NYSIR's balance sheet strength, which AM Best
assesses as weak, as well as its marginal operating performance,
limited business profile and marginal enterprise risk management.
NYSIR's overall balance sheet strength assessment has been revised
to weak from adequate. The downgrading of the ratings reflects the
company's deterioration in risk-adjusted capitalization, as
measured by Best's Capital Adequacy Ratio (BCAR), and balance sheet
metrics, driven by the reported net loss as of second- quarter
2024. The company's balance sheet has been impacted in recent years
primarily from higher-than-anticipated loss emergence on prior
accident years, as well as storm-related property losses. In
addition, NYSIR has experienced unfavorable loss emergence driven
by adverse external factors impacting the general liability
environment, most notably the Child Victims Act, as well as the
impact of social inflation on liability claims costs.
The negative outlook reflects the adverse trend in NYSIR's overall
balance sheet strength and operating results over the last several
years, which has resulted in significant decrease in surplus and
risk-adjusted capitalization.
NORDICUS PARTNERS: Reports $258,169 Net Loss in Q1 2024
-------------------------------------------------------
Nordicus Partners Corporation filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $258,169 for the for the three months ended June 30,
2024, compared to a net loss of $40,296 for the same period in
2023.
The Company reported no revenues for the three months ended June
30, 2024 and 2023, and as incurred losses since inception resulting
in an accumulated deficit of $44,141,696 as of June 30, 2024. As a
result, we expect our funds will not be sufficient to meet its
needs for more than 12 months. Accordingly, there is substantial
doubt about the ability to continue as a going concern.
The ability to continue as a going concern is dependent upon the
Company's recent acquisition, its generating profitable operations
in the future and/or obtaining the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they come due. Management intends to finance
operating costs over the next 12 months with existing cash on hand,
the private placement of common stock and the exercise of
outstanding warrants.
As of June 30, 2024, the Company had $20,800,789 in total assets,
$65,155 in total liabilities, and $20,735,634 in total
stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/5ajeecjn
About Nordicus Partners
Headquartered in Beverly Hills, Calif., Nordicus Partners
Corporation is a financial consulting company specializing in
providing Nordic companies with the best possible conditions to
establish themselves in the U.S. market. The Company leverages
management's combined 90+ years of experience in the corporate
sector, serving in various capacities both domestically and
globally. Additionally, Nordicus operates as a business incubator,
offering support resources and services such as office space, legal
and accounting services, and marketing expertise to facilitate a
smooth transition for companies entering the U.S. marketplace.
Spokane, Washington-based Fruci & Associates II, PLLC, the
Company's auditor since 2023, issued a "going concern"
qualification in its report dated July 2, 2024, citing that the
Company has an accumulated deficit, net losses, and minimal
revenue. These factors, among others, raise substantial doubt about
the Company's ability to continue as a going concern.
NOVALENT LTD: Hires Waldrep Wall Babcock as Bankruptcy Counsel
--------------------------------------------------------------
Novalent, Ltd. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to hire
Waldrep Wall Babcock & Bailey PLLC as bankruptcy counsel.
The firm's services include:
(a) advising the Debtor with respect to its powers and duties as
a debtor-in-possession in the continued operation of its business;
(b) advising the Debtor with respect to all general bankruptcy
matters;
(c) preparing on behalf of the Debtor all necessary motions,
applications, answers, orders, reports, and papers in connection
with the administration of its estate;
(d) representing the Debtor at all hearings on matters relating
to its affairs and interests as a debtor-in-possession before this
Court, and protecting the interests of the Debtor;
(e) prosecuting and defending litigated matters that may arise
during the case, including such matters as may be necessary for the
protection of the Debtor's rights, the preservation of estate
assets, or the Debtor's successful reorganization;
(f) preparing and filing a disclosure statement and negotiating,
presenting and implementing a plan of reorganization;
(g) assisting and advising the Debtor with regard to
communications to the general creditor body or other
parties-in-interest regarding any matters concerning the case;
(h) negotiating appropriate transactions and preparing any
necessary documentation related thereto;
(i) representing the Debtor on matters relating to the
assumption or rejection of executor contracts and unexpired leases;
and
(j) performing all other legal services as may be required and
in the interest of the Debtor, including but not limited to the
commencement and pursuit of such adversary proceedings as may be
authorized.
The firm will be paid at these rates:
Kevin L. Sink, Attorney/Partner $550 per hour
James Lanik, Attorney/Partner $485 per hour
Jennifer Lyday, Attorney/Partner $430 per hour
Ciara L. Rogers, Attorney/Partner $430 per hour
Diana Santos Johnson, Associate $375 per hour
Kylie Hamilton, Associate $300 per hour
Katharine Hayden, Paralegal $235 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The firm received from the Debtor a retainer of $379.
Kevin Sink, Esq., a partner at Waldrep Wall Babcock & Bailey PLLC,
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 L. Sink, Esq.
Jennifer B. Lyday, Esq.
Kylie Hamilton, Esq.
WALDREP WALL BABCOCK & BAILEY PLLC
3600 Glenwood, Suite 210
Raleigh, NC 27612
Telephone: (919) 589-7985
Email: ksink@waldrepwall.com
About Novalent, Ltd.
Novalent is a biotechnology engineering firm which has pioneered
the development of long-lasting technology to protect against
bacteria and viruses.
Novalent, Ltd. and its affiliates concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. E.D.N.C. Lead Case No. 24-02756) on August 16, 2024. The
petitions were signed by Cameron Harris as president. At the time
of filing, Novalent Ltd estimated $2,102,902 in assets and
$12,480,356 in liabilities.
Judge Joseph N Callaway presides over the cases.
Kevin L. Sink, Esq. at WALDREP WALL BABCOCK & BAILEY PLLC
represents the Debtor as counsel.
NOVALENT LTD: Taps NAI Piedmont Triad as Real Estate Broker
-----------------------------------------------------------
Novalent, Ltd. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to hire
Robbie Perkins of NAI Piedmont Triad as a real estate broker.
Novalent owns real property located at 2317 and 2319 Joe Brown
Road, Greensboro, North Carolina 27455, Parcel ID 79164 and 79167
of the Guilford County Registry. The Debtors wish to employ the Mr.
Perkins for the purposes of representing Novalent as the seller in
the process of listing, marketing and selling the property.
The broker will receive a commission equal to 6 percent of the
gross sales price of the property.
Robbie Perkins, market president at NAI Piedmont Triad, 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:
Robbie Perkins, CCIM, SIOR
NAI Piedmont Triad
348 N. Elm Street
Greensboro, NC 27401
Phone: (336) 358-3219
Mobile: (336) 337-0059
About Novalent, Ltd.
Novalent is a biotechnology engineering firm which has pioneered
the development of long-lasting technology to protect against
bacteria and viruses.
Novalent, Ltd. and its affiliates concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. E.D.N.C. Lead Case No. 24-02756) on August 16, 2024. The
petitions were signed by Cameron Harris as president. At the time
of filing, Novalent Ltd estimated $2,102,902 in assets and
$12,480,356 in liabilities.
Judge Joseph N Callaway presides over the cases.
Kevin L. Sink, Esq. at WALDREP WALL BABCOCK & BAILEY PLLC
represents the Debtor as counsel.
OCEAN POWER: Four New Reseller Agreements to Drive Revenue Growth
-----------------------------------------------------------------
Ocean Power Technologies, Inc. announced the signing of the latest
of four new reseller agreements targeted at supporting global
critical services. These agreements include opportunities for
partnering with allied Nations in areas like the South China Sea,
previously announced efforts in Latin America and the Middle East
and serving global commercial markets. These partnerships provide
the amplification for OPT to proactively serve the demand for its
autonomous maritime technologies.
Philipp Stratmann, CEO of OPT, expressed his enthusiasm for these
partnerships: "We are excited to continue seeing growing demand in
the global commercial markets and pull from allies in the defense
community. We believe these partnerships will further accelerate
our growth and drive additional revenue streams."
About Ocean Power Technologies
Ocean Power Technologies, Inc. --
http://www.OceanPowerTechnologies.com/-- provides intelligent
maritime solutions and services that enable safer, cleaner, and
more productive ocean operations for the defense and security, oil
and gas, science and research, and offshore wind markets. The
Company's PowerBuoy platforms provide clean and reliable electric
power and real-time data communications for remote maritime and
subsea applications. The Company also offers WAM-V autonomous
surface vessels (ASVs) and marine robotics services. The Company's
headquarters is located in Monroe Township, New Jersey, with an
additional office in Richmond, California.
Ocean Power Technologies reported a net loss of $27.48 million for
the fiscal year ended April 30, 2024, compared to a net loss of
$26.33 million for the year ended April 30, 2023. As of April 30,
2024, the Company had $28.70 million in total assets, $9.36 million
in total liabilities, and $19.34 million in total shareholders'
equity.
Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated July 25, 2024, citing that the Company has recurring net
losses and net cash flow used in operations that raise substantial
doubt about its ability to continue as a going concern.
OLYMPIA INVESTMENTS: Seeks to Extend Plan Exclusivity to Nov. 3
---------------------------------------------------------------
Olympia Investments, Inc., and Tsintolas Investments, Inc., asked
the U.S. Bankruptcy Court for the District of Columbia to extend
their exclusivity periods to file a plan of reorganization and
obtain acceptance thereof to November 3, 2024 and January 2, 2025,
respectively.
The Debtors are District of Columbia corporations with their
principal place of business located at 3520 Connecticut Ave NW,
Washington, DC 20008. Each of the Debtors owns real property leased
to residential tenants.
The Debtors have negotiated the terms an Exclusive Sales Listing
Agreement with Greysteel Company LLC and are prepared to file an
application to employ Greysteel. However, as with all other
applications to employ, Debtors expect Christofilos Tsintolas,
Deborah Tsintolas, and Fotini Tsintolas Economides Revocable Trust
("Movants") to object, pending a decision from this Court on the
Motion to Dismiss.
The Debtors claim that the extension is necessary given the
additional time the Debtors still need to formulate a plan.
The Debtors explain that good cause exists to grant them an
extension of the Exclusive Periods. In these cases, the Debtors
have only filed two monthly operating reports. As explained at the
hearing on the Motion to Dismiss, Debtors wish to sell all of their
properties in the most efficient manner, and through bankruptcy, to
take advantage of an exception for "bankruptcy sales" in D.C.'s
Tenant Opportunity to Purchase Act.
However, Movants have and continue to put up every conceivable
roadblock. Movants filed their Motion to Dismiss and have objected
to Debtors' employment of all professionals, including undersigned
counsel. Although the parties attempted to resolve their disputes
with the assistance of Judge Huennekens, those attempts were
unsuccessful. The U.S. Trustee has not yet conducted meetings of
creditors.
At this juncture, Debtors are more than 90 days into these cases,
but the cases have been in limbo almost the entire time. It made
sense for the Court not to rule on the Motion to Dismiss while the
parties attempted to mediate their disputes, but the fact remains
that Debtors have been unable to fully proceed with their plans to
liquidate. This unique procedural history supports an extension to
exclusivity to the extent such an extension is even needed at this
time. Moreover, this is Debtors' first request for an extension of
the Exclusive Periods.
Counsel to the Debtors:
Stephen A. Metz, Esq.
OFFIT KURMAN, P.A.
7501 Wisconsin Ave, Suite 1000W
Bethesda, MD 20814
Tel: (240) 507-1723
Fax: (240) 507-1735
E-mail: smetz@offitkurman.com
About Olympia Investments
Olympia Investments, Inc., is primarily engaged in renting and
leasing real estate properties.
Olympia Investments, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Col. Case No.
24-00158) on May 7, 2024, listing $10 million to $50 million in
assets and $1 million to $10 million in liabilities. The petition
was signed by Efstratios Tsintolas as president.
Stephen A. Metz, Esq., at OFFIT KURMAN, P.A., is the Debtor's
counsel.
OLYMPIA INVESTMENTS: Taps Lobel Cooper & Associates as Accountant
-----------------------------------------------------------------
Olympia Investments, Inc. and Tsintolas Investments, Inc. seek
approval from the U.S. Bankruptcy Court for the District of
Columbia to hire Lobel, Cooper & Associates, P.C., as their tax
accountants.
The professional services that Lobel Cooper is expected to render
includes the preparation of tax returns and related documents, as
well as general tax-related matters.
Lobel Cooper will charge $240 per hour for work performed plus
administrative expenses.
As disclosed in the court filings, Lobel Cooper neither represents
nor holds any interest adverse to the Debtors, to their estates, or
the Debtors' creditors in the matters upon which it is to be
engaged.
The firm can be reached through:
Andrew S. Cooper
Lobel, Cooper & Associates
Certified Public Accountants
6309 Executive Blvd
North Bethesda, MD 20852
Tel: (301) 637-7080
Fax: (240) 558-3111
About Olympia Investments, Inc.
Olympia Investments, Inc. is primarily engaged in renting and
leasing real estate properties.
Olympia Investments, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Col. Case No.
24-00158) on May 7, 2024, listing $10 million to $50 million in
assets and $1 million to $10 million in liabilities. The petition
was signed by Efstratios Tsintolas as president.
Stephen A. Metz, Esq. at OFFIT KURMAN, P.A. represents the Debtor
as counsel.
ONE FAT FROG: Trustee Seeks to Tap Budgen Law as Legal Counsel
--------------------------------------------------------------
L. Todd Budgen, Subchapter V trustee for One Fat Frog,
Incorporated, seeks approval from the U.S. Bankruptcy Court for the
Middle District of Florida to hire Budgen Law as his counsel.
The firm will render these services:
1. prepare and represent the bankruptcy estate in connection
with an objection to exemptions, if applicable;
2. represent the bankruptcy estate in possible fraudulent
transfer matter;
3. prepare the legal documents necessary to obtain this
Court's approval of any settlement of estate claims and assets or
any other legal matters relating to the bankruptcy estate;
4. attend evidentiary hearings in connection with this
bankruptcy case;
5. review claims and file appropriate objections in connection
with any complex claims which would require the assistance of an
attorney; and
6. prepare and file any adversary proceedings necessary for
the trustee to perform her statutory duties.
The firm will be paid at these rates:
L.Todd Budgen, Attorney $495 per hour
Associate Attorneys $350 per hour
Paralegals $250 per hour
Legal Assistant $95 per hour
L. Todd Budgen, Esq., an attorney at Budgen Law, 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:
L. Todd Budgen, Esq.
Budgen Law
P.O. Box 520546
Longwood, FL 32752
Telephone: (407) 481-2888
Email: tbudgen@mybankruptcyfirm.com
About One Fat Frog
One Fat Frog, Incorporated is a food truck and trailer manufacturer
based in Orlando, Fla.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02620) on May 2,
2024, with $1 million to $10 million in both assets and
liabilities. Connie Baugher, president, signed the petition.
Judge Lori V. Vaughan presides over the case.
Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC represents the
Debtor as legal counsel.
ONEMETA INC: Signs Genesys AppFoundery ISV Partner Agreement
------------------------------------------------------------
OneMeta Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on Aug. 22, 2024, it entered into a
Genesys AppFoundery ISV Partner Agreement with Genesys Cloud
Services, Inc., a California corporation. Genesys manages the
Genesys AppFoundry, a marketplace of solutions that offers Genesys
customers a curated selection of integrations and applications.
The Agreement governs the Company's non-exclusive participation as
an AppFoundry ISV Partner in the Genesys AppFoundry Program. The
Company has agreed to pay a non-refundable revenue share to Genesys
during the term of the Agreement based on a percentage of the
revenue invoiced by the Company or Genesys in connection with the
sale of the Company's software through the AppFoundry marketplace.
The Agreement may be terminated by either party without cause upon
90 days written notice to the other party.
About OneMeta
OneMeta Inc. operates to develop artificial intelligence products
that enable companies and individuals to reach their highest
potential by eliminating language barriers in daily communications
by providing high-quality, accurate, and efficient interpretation
and translation services using natural language processing (NLP)
technology. The Company's focus is on developing a proprietary
architecture that is faster and more accurate than any other
company, with a commitment to providing superior quality services
to its customers. The Company intends to serve a wide variety of
markets and customers and will be focused on becoming a leader in
the creation of pragmatic products for the interpretation and
translation industry.
The Woodlands, TX-based M&K CPAS, PLLC, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
April 1, 2024, citing that the company has incurred recurring
losses from operations and had not yet achieved profitable
operations as of December 31, 2023 which raises substantial doubt
about its ability to continue as a going concern.
OPGEN INC: Incurs $1.58 Million Net Loss in Second Quarter
----------------------------------------------------------
Opgen, Inc., filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q reporting a net loss of $1.58 million
on $28,000 of total revenue for the three months ended June 30,
2024, compared to a net loss of $5.83 million on $736,137 of total
revenue for the three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $1.29 million on $196,149 of total revenue, compared to a
net loss of $11.56 million on $1.65 million of total revenue for
the six months ended June 30, 2023.
As of June 30, 2024, the Company had $2.87 million in total assets,
$14.54 million in total liabilities, and a total stockholders'
deficit of $11.67 million.
On June 5, 2024, the Company received a notice from The Nasdaq
Stock Market LLC stating that the Company is not in compliance with
the minimum stockholders' equity requirement for continued listing
on Nasdaq. Nasdaq Listing Rule 5550(b)(1) requires companies
listed on the Nasdaq Capital Market to maintain stockholders'
equity of at least $2,500,000 or to meet the alternatives of market
value of listed securities or net income from continuing
operations. The notice indicated that such deficiency serves as an
additional basis for delisting the Company's securities from
Nasdaq. In accordance with the notice, the Company submitted its
response to the Nasdaq Hearings Panel in June 2024 regarding the
Company's plan to cure such deficiency and the Company remains in
ongoing discussions with Nasdaq regarding its plan. As with the
prior notices received by the Company, the most recent notice from
Nasdaq has no immediate effect on the listing of the Company's
securities on The Nasdaq Capital Market. There can be no assurance
that the Nasdaq Hearings Panel will grant the Company additional
time to cure such deficiency or, if additional time is granted,
that the Company will be able to regain compliance with the
requirements for continued listing.
Although AEI Capital Ltd., which purchased the rights to the
additional 2,450,000 shares of Series E Preferred Stock under the
March 2024 Purchase Agreement, provided the Company with $2.45
million in additional funding through Aug. 15, 2024, the Company
believes that current cash will only be sufficient to fund
operations into the third quarter of 2024. This has led management
to conclude that there is substantial doubt about the Company's
ability to continue as a going concern. In the event the Company
does not receive additional funding from AEI Capital Ltd. or other
investors or find a strategic transaction partner before or during
the third quarter of 2024, the Company will not have sufficient
cash flows and liquidity to finance its business operations.
Accordingly, in such circumstances, the Company would be compelled
to immediately reduce general and administrative expenses until it
is able to obtain sufficient financing. The Company said that if
such sufficient financing is not received on a timely basis, the
Company would then need to pursue a plan to seek to be acquired by
another entity, cease operations and/or seek bankruptcy protection.
There can be no assurance that the Company will be able to identify
or execute on any of these alternatives on acceptable terms or that
any of these alternatives will be successful.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001293818/000182912624005664/opgeninc_10q.htm
About OpGen
OpGen, Inc. (Rockville, Md., U.S.A.) -- www.opgen.com --is a
precision medicine company harnessing the power of molecular
diagnostics and bioinformatics to help combat infectious disease.
The Company distributes molecular microbiology solutions that help
guide clinicians with more rapid and actionable information about
life threatening infections to improve patient outcomes, and
decrease the spread of infections caused by multidrug-resistant
microorganisms, or MDROs.
West Palm Beach, Florida-based Beckles & Co., Inc., the Company's
auditor since 2024, issued a "going concern" qualification in its
report dated June 3, 2024, citing that the Company has incurred
recurring losses from operations since inception and has stated
that substantial doubt exists about the Company's ability to
continue as a going concern.
OPTIV INC: S&P Lowers ICR to 'CCC+' on Weak Interest Coverage
-------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Optiv Inc.
to 'CCC+' from 'B-'. S&P also lowered its rating on the company's
first-lien term loan to 'CCC+' from 'B-' and second-lien term loan
to 'CCC-' from 'CCC' as a result.
The negative outlook reflects the risk that S&P could lower the
rating if the company does not refinance its revolver and
first-lien term loan before they become current in May and August
2025, respectively.
S&P said, "We believe Optiv's capital structure is unsustainable,
as indicated by our forecast for leverage above 10x and interest
coverage below 1x. Optiv's year-to-date revenue through June
declined 2% compared with the same period last year, including a 5%
decline in its second quarter. This quarter marks the fifth of the
past seven quarters in which revenue has declined year over year.
In addition, the company's costs have not dropped as we expected
following its headcount reductions in the middle of last year.
Higher personnel expenses from new leadership and incremental
expenses from its 2023 acquisition of ClearShark offset much of the
previously expected savings.
"We are now forecasting a 10%-15% decline in EBITDA in 2024, which
compares unfavorably to our prior expectations for significant
EBITDA growth. This puts our forecast for the company's leverage at
about 11x and EBITDA coverage of total interest expense at about
0.8x through at least 2025, which we view as unsustainable. While
we project the company will generate positive free cash flow the
next few years (depending on working capital timing, which can be
unpredictable), we do not believe it will generate enough cash to
cover the interest on its growing second-lien term loan. The
company is currently paying in kind the interest on the second lien
per its terms, but it will eventually need to be refinanced and we
believe the company must be able to service this extra $45
million-plus per year with its cash flow for us to view the capital
structure as sustainable."
Industry tailwinds and recent personnel changes could help improve
performance, but it has little time to demonstrate improvement
because most of its debt matures in 2026. Last year the company
hired a new chief financial officer (CFO) and chief information
officer (CIO), and recently hired a chief revenue officer (CRO) and
other sales leadership. It had some turnover in sales staff last
year and has hired to fill those roles, but it takes time to ramp
up new salespeople before they become effective. It also recently
deployed its Optiv Market System platform, which reportedly
improves sales team effectiveness and enables better client
service. It expanded its partnership with Google Cloud to deliver a
better solution for midsize enterprises. These catalysts, combined
with our ongoing view that cyber security is one of the
fastest-growing IT subsectors, could lead to growth next year.
S&P said, "However, year-to-date bookings have been soft, so we do
not anticipate outperformance in the remainder of the year, despite
its third and fourth quarters being seasonally large due to the
buying patterns of its clients. We believe it will be challenging
for the company to show enough of an improvement in performance to
lenders before its first-lien term loan becomes current in August
2025, 12 months from now.
"The negative outlook primarily reflects the risk that we could
lower the rating if the company does not refinance its asset-backed
lending (ABL) revolver and first-lien term loan before they become
current in May and August 2025, respectively."
ORCHARD PARK: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The U.S. Trustee for Region 2 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Orchard Park Equity Associates, LLC.
About Orchard Park Equity Associates
Orchard Park Equity Associates, LLC owns the Sheffer Farms
Townhomes in Orchard Park, N.Y.
Orchard Park Equity Associates filed its voluntary petition for
Chapter 11 protection (Bankr. W.D.N.Y. Case No. 24-10772) on July
17, 2024, listing as much as $1 million to $10 million in both
assets and liabilities. Edward E. Lewis, managing member, signed
the petition.
Judge Carl L. Bucki oversees the case.
Samuel L. Yellen, Attorney at Law, PLLC serves as the Debtor's
bankruptcy counsel.
PARKCLIFFE DEVELOPMENT: Hires Signature Associates as Broker
------------------------------------------------------------
Parkcliffe Development LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Ohio to hire Signature
Associates as realtor/broker.
The realtor will market and sell the real property located at 4226
Park Cliff Lane, Toledo, Ohio 43615 and 3055 East Plaza Boulevard,
Northwood, Ohio 43619.
The realtor will be paid a 6 percent commission on the total
purchase price.
As disclosed in the court filings, Signature Associates is
disinterested within the meaning of 11 U.S.C. Sec. 101(14).
The realtor can be reached through:
Rob Keleghan
Signature Associates
One Towne Square, Suite 1200
Southfield, MI 48076
Direct: (419) 249 6323
Mobile: (419) 680 7663
Email: rkeleghan@signatureassociates.com
About Parkcliffe Development LLC
Parkcliffe Development owns 10 real properties, all located in
Ohio, having a total current value of $2.96 million.
Parkcliffe Development LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No.
24-30814) on April 30, 2024, listing $3,672,259 in assets and
$6,244,978 in liabilities. The petition was signed by Wayne H.
Bucher as president.
Judge John P Gustafson presides over the case.
Steven L. Diller, Esq. at DILLER AND RICE, LLC represents the
Debtor as counsel.
PATRIOT LINEN: Files Amendment to Disclosure Statement
------------------------------------------------------
Patriot Linen Services, LLC, submitted a First Amended Disclosure
Statement describing First Amended Plan dated August 5, 2024.
This is a reorganizing plan. The Debtor will make payments to
creditors over time.
During the bankruptcy case, the sub-chapter v trustee has inquired
about the relationship between the Debtor, the Debtor's principal
Michael Golshani and Taft Cleaners, LLC. Mr. Golshani is the owner
of the Debtor and holds an interest in Taft Cleaners. Taft Cleaners
is an obligor on the factoring agreement between the Debtor and its
factor.
Taft Cleaners was added to the factoring agreement at the factor's
direction. Taft Cleaners has not factored invoices under the
Debtor's factoring agreement with its factor. It would appear to
have legal liability under the factoring agreement in the event
that the Debtor defaulted under that agreement. More recently, the
factor released Taft Cleaners from the factoring agreement.
In the 90-day period before the bankruptcy case began, the Debtor,
in the operation of its business, made many payments to vendors for
supplies and fuel, payments to the factor, insurances, materials,
rent for the Debtor's facility, and for services. In the 2-year
period prepetition, value was provided to third parties such as
insiders or for the benefit of insiders.
These include a number of the credit cards as well as (1) $200,000
drawn by the principal in fall, 2023 - the only monies he took from
the Debtor in 2023, (2) payments of approximately $1.4 million to
Pacific Laundry services where the principal has guaranteed the
obligations and (3) payments to the factor, CCI, pursuant to the
Debtor's internal records, for the cost of its services,
approximately $418,000.
For example, while the Debtor paid monies to the factor, the factor
provided services and provided value. The Debtor does not intend to
pursue the factor in any litigation on the basis of the fees paid
prepetition. The factor has noted that it has a factoring agreement
with the Debtor and it provided working capital pursuant to that
agreement. The agreement has been approved by the Court on an
interim and final basis. The factor believes that an action against
the factor to recover monies would violate the Court's two orders
and the Financing Order.
During the case, the Debtor's financial performance has moved from
sharply losing money, to losing less money and now to a cash flow
positive position. Over the next couple of months, the Debtor
believes it can further reduce its costs of goods sold. One good
sign for the Debtor is that its current bids reflect prices where
the Debtor earn a net profit.
A full-text copy of the First Amended Disclosure Statement dated
August 5, 2024 is available at https://urlcurt.com/u?l=c8mgCF from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Steven R. Fox, Esq.
The FoxLaw Corporation, Inc.
17835 Ventura Boulevard, Suite 306
Encino, CA 91316
Tel: (818) 774-3545
Fax: (818) 774-3707
Email: Srfox@foxlaw.com
About Patriot Linen Services
Patriot Linen Services LLC offers linen cleaning services in
Compton, California. The Debtor sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-12114) on
March 19, 2024, with $3,219,381 in assets and $2,343,094 in
liabilities. Mehrad Golshani, the Debtor's member and manager,
signed the petition.
Judge Neil W. Bason presides over the case.
David Tran, Esq., at Prosperous Law Group, and Steven R. Fox, Esq.,
at The Fox Law Corporation, represent the Debtor as bankruptcy
co-counsel. Steven N. Kurtz, Esq., at Levinson, Arshonsky Kurtz &
Komsky, LLP, represents the lender, Capital Credit Incorporated.
Mark Sharf is the Sub-Chapter V Trustee.
PECF USS: S&P Downgrades ICR to 'D' on Distressed Debt Exchange
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on PECF USS
Intermediate Holding III Corp. to 'D' from 'CCC'.
S&P also lowered all its issue-level ratings on its existing debt,
including the first-lien secured term loan, first-lien secured
revolving credit facility, and the senior unsecured notes, to 'D'.
S&P expects to reassess our ratings to reflect the revised capital
structure once the exchange offer to non-participating lenders is
completed.
PECF, a Massachusetts-based national provider of portable
sanitation and related services and products, has executed a debt
refinancing transaction with a majority of lenders on its
first-lien term loan, cash flow revolver, and asset-based lending
(ABL) facility, as well as with a majority of noteholders on its
unsecured notes.
The debt restructuring has credit implications across most
instruments within PECF's capital structure. Lenders and
noteholders that formed part of the initial exchange transaction
(participating group) received a mix of new debt. Consenting
lenders on the existing first-lien term loan swapped $1.744
billion, representing around 90% of the instrument, for $1.657
billion of second-out loans due December 2028, implying a discount
of around 5%, with the company's option to extend the maturity to
April 2030 for a 50-basis-point increase in pricing and a one-time
fee. Consenting noteholders exchanged $307 million, representing
around 55% of the instrument, for a mix of first-out debt and
third-out notes with maturities extended to April 2030. All lenders
on the cash flow revolving credit facility, which had $100 million
outstanding as of June 30, 2024, rolled their commitments into a
new amended first-out revolver, also with a longer maturity. The
ABL facility's maturity date was extended, as well.
Meanwhile, the nonparticipating lenders and noteholders now have
weaker credit protections and reduced claims on collateral.
Amendments to their debt documents include the removal of
substantially all affirmative and negative covenants, certain
events of default, and certain other provisions. This group also
does not benefit from additional credit enhancements and guarantees
that benefit the participating group.
S&P said, "Given the weaker recovery standing of the
nonparticipating group following the initial transaction, we expect
them to also exchange their debt at the offered material discount
to par. We view these transactions as coercive or distressed
exchanges and tantamount to general default given this is
restructuring a majority of the company's debt and lenders will
receive less value than they were originally promised under the
securities. Specifically, the exchanges on the term loan and notes
are at discounts to par and we do not believe the compensations
offered for maturity extensions--given the company's persistent
negative free cash flows, deteriorating liquidity profile, and
unsustainable leverage--are adequate.
"We expect to reassess our issuer credit rating and issue-level
ratings upon close of the commenced exchange offer. We expect to
review our ratings on PECF after the exchange offer to
nonparticipating lenders and noteholders closes. Our reassessment
will reflect the revised capital structure and our forward-looking
opinion of its creditworthiness. The proposed capital structure
appears to address several credit benefits including the extension
of debt maturities, expected reduction in debt and higher
liquidity."
PEGTON BUILDING: Seeks Chapter 11 Bankruptcy Protection
-------------------------------------------------------
The Pegton Building LLC filed Chapter 11 protection in the District
of Colorado. According to court documents, the Debtor reports
$6,229,133 in debt owed to 1 and 49 creditors. The petition states
that funds will be available to unsecured creditors.
About The Pegton Building
The Pegton Building LLC sought relief under Chapter 11 of the
Bankruptcy Code (Bankr. D. Col. Case No. 24-14538) on August 7,
2024. In the petition filed by by Anthony E. Euser, as managing
member, the Debtor reports $6,229,133 in liabilities.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Sept. 16, 2024 at 1:00 p.m. in Room Telephonically on telephone
conference line: 888-497-4718. participant access code: 6026644#.
The Debtor is represented by:
David J. Warner, Esq.
WADSWORTH GARBER WARNER CONRARDY, P.C.
2580 West Main Street
Suite 200
Littleton, CO 80120
Tel: 303-296-1999
Email: dwarner@wgwc-law.com
PINEAPPLE ENERGY: Reports $6.9 Million Net Loss in Fiscal Q2
------------------------------------------------------------
Pineapple Energy Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $6,934,015 on $13,549,420 of sales for the three months ended
June 30, 2024, compared to a net loss of $1,550,744 on $19,836,291
of sales for the three months ended June 30, 2023.
For the six months ended, the Company reported a net loss of
$5,731,364 on $26,768,617 of sales, compared to a net loss of
$4,105,733 on $41,901,716 of sales for the same period in 2023.
As of June 30, 2024, the Company had $52,853,691 in total assets,
$23,830,867 in total current liabilities, $23,477,561 in total
long-term liabilities, $16,442,945 in mezzanine equity, and
$10,897,682 in total stockholders' deficit.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/yse9563s
About Pineapple Energy Inc.
Pineapple Energy Inc. is a growing domestic operator and
consolidator of residential and commercial solar, battery storage,
and grid services solutions. Its strategy is focused on acquiring,
integrating, and growing leading local and regional solar, storage,
and energy services companies nationwide. Pineapple is primarily
engaged in the sale, design, and installation of photovoltaic solar
energy systems and battery storage systems through its Hawaii-based
Hawaii Energy Connection and New York-based SUNation Solar Systems
entities.
Melville, N.Y.-based UHY LLP, the Company's auditor since 2023,
issued a "going concern" qualification in its report dated March
29, 2024, citing that the Company's current financial position and
the Company's forecasted future cash flows for 12 months beyond the
date of issuance of the financial statements indicate that the
Company will not have sufficient cash to make the first SUNation
earnout payment in the second quarter of 2024 or the first
principal payment of the Long-Term Note due on November 9, 2024.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.
PINNACLE FOODS: Hires Fox Rothschild as Special Franchise Counsel
-----------------------------------------------------------------
Pinnacle Foods of California, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of California to employ
Fox Rothschild LLP as special franchise counsel.
The Debtor is currently the franchisee of six Popeye's restaurants
located in Fresno-area under various franchise agreements entered
into with Popeye's Louisiana Kitchen Inc.
The Debtor desires to hire a special franchise counsel for the
limited purpose of providing franchise-related advice and
representation in connection with the preparation and prosecution
of one or more motions to assume or reject the Franchise Agreements
and related Plan formulation.
The firm received a third party retainer from the Debtor's
principal, Imran Damani in the amount of $15,000, and from his
father, Badruddin Damani in the amount of $5,000, for a total
retainer of $20,000.
The firm will bill these hourly rates:
Craig R. Tractenberg, Partner $960/hr.
Keith C. Owens $895/hr.
Craig Tractenberg, Esq., a partner at Fox Rothschild, 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:
Craig R. Tractenberg, Esq.
Fox Rothschild LLP
2000 Market Street, 20th Floor
Philadelphia, PA 19103
Telephone: (215) 299-2000
Facsimile: (215) 299-2150
Email: ctractenberg@foxrothschild.com
aAbout Pinnacle Foods of California
Pinnacle Foods of California LLC filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal.
Case No. 24-11015) on April 22, 2024, listing $2,077,748 in assets
and $4,509,986 in liabilities. The petition was signed by Imran
Damani as president.
Judge Rene Lastreto II presides over the case.
The Debtor tapped Michael Jay Berger, Esq. at Law Offices of
Michael Jay Berger as bankruptcy counsel and Craig R. Tractenberg,
Esq., at Fox Rothschild LLP as special franchise counsel.
PROVIDENT GROUP: Moody's Cuts Rating on Senior Secured Debt to 'Ca'
-------------------------------------------------------------------
Moody's Ratings has downgraded to Ca from Caa3 the ratings assigned
to Provident Group - EMU Properties LLC's (Provident EMU) senior
secured obligations, including the senior secured revenue bonds.
The bonds were initially issued by Arizona Industrial Development
Authority, AZ, which lent the proceeds to Provident EMU. The
outlook has been revised to stable from negative.
The Ca rating reflects recent, and ongoing, payment defaults as a
result of significantly weakened demand for parking at the main
campus of Eastern Michigan University. Student enrollment and
on-campus activity remain challenged and are far below levels
needed to cover debt service and capital reinvestment. Moody's
expect below sum sufficient debt service coverage over the next 12
months, and do not currently anticipate any extraordinary support
from the sponsor or the university. The payment defaults give rise
to bondholder remedies that include acceleration, and the
University has also alleged certain defaults that could lead to
termination of the concession.
The Ca rating reflects the significant reduction in revenue
generation for the project, driven by material and ongoing
enrollment declines and a high share of students taking courses
online versus on-campus. The project's ability to grow revenues to
meet expenses and rebuild cash balances will be challenged by weak
in-state demographics, the university's modest market position for
attracting new enrollment and a more extensive hybrid course
offering than existed pre-COVID. That said, enrollment declines at
the university could stabilize, the project remains well positioned
to serve parking demand at the campus, and the concession runs for
30 more years, all of which could support longer-term revenue
prospects. The concessionaire has filed litigation against the
university alleging various breaches and seeking nearly $11 million
of damages; depending on the ultimate resolution, this could entail
some additional financial support.
RATING OUTLOOK
The stable outlook reflects Moody's expectation of more manageable
enrollment trends going forward, which should stabilize cash flow
near current levels. There is significant uncertainty as to
Provident EMU's ability to generate sufficient internal cash flow
to support debt service as student enrollment and on-campus
activity remain challenged. The recent payment default also gives
rise to bondholder remedies that include acceleration of debt
service.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
FACTORS THAT COULD LEAD TO AN UPGRADE
-- Strong and sustained recovery in parking revenue that enables
the project to cover its annual operating expenses and debt service
obligations from internal sources and over time provides liquidity
to fund depleted reserve balances.
-- Equity injection, compensation or other actions that improve
cash flow and restore reserves.
FACTORS THAT COULD LEAD TO A DOWNGRADE
-- Further reduction of cash flow, weakening liquidity profile and
recovery prospects.
-- Unfavorable outcome of litigation, exposing concessionaire to
liability for increased spending or termination of the concession.
PROFILE
In January 2018, Eastern Michigan University, MI (EMU) entered into
a concession agreement with Preston Hollow Capital, LLC (PHC),
concerning the operation, maintenance and improvement of the EMU
parking system. Pursuant to an assignment and assumption agreement,
PHC has assigned its right, title and interest in and to the
concession agreement to Provident EMU, a single-member special
purpose entity incorporated in Arizona.
Provident EMU is owned by a sole member, Provident Resources Group
Inc., a Georgia 501(c)(3) non-profit corporation that is exempt
from federal income tax. In exchange for an upfront payment of $55
million, which was paid in April 2018, the concession agreement
grants Provident EMU the exclusive and irrevocable right to collect
parking fees and to operate and maintain the parking system for a
term of 35 years.
The parking system consists primarily of surface lots located
within a relatively compact, 1.5 square mile area at the main
campus of EMU in Ypsilanti, Michigan. Provident has retained LAZ
Parking Midwest, LLC, as operator pursuant to an operations and
maintenance agreement and LAZ Parking Realty Investors, LLC, as
asset manager pursuant to an asset management agreement.
LIST OF AFFECTED RATINGS
Issuer: Provident Group - EMU Properties LLC
Downgrades:
Senior Secured, Downgraded to Ca from Caa3
Outlook Actions:
Outlook, Changed To Stable From Negative
Issuer: Arizona Industrial Development Authority, AZ
Downgrades:
Senior Secured, Downgraded to Ca from Caa3
The principal methodology used in these ratings was Generic Project
Finance Methodology published in January 2022.
QUANTUM CORP: All Proposals Approved at Annual Meeting
------------------------------------------------------
Quantum Corporation held its 2024 Annual Meeting of Shareholders
during which the Shareholders:
1. Elected James J. Lerner, Todd W. Arden, Donald J. Jaworski,
Hugues Meyrath, Christopher D. Neumeyer, John R. Tracy, and Yue
Zhou (Emily) White to serve until the 2025 annual meeting of
shareholders or until their successors.
2. Approved the amendment to the Amended and Restated
Certificate of Incorporation to effect a reverse stock split of the
issued shares of the Company's common stock, par value $0.01 per
share, at a ratio ranging from 1 share-for-5 shares up to a ratio
of 1 share-for-20 shares, with the exact ratio, if any, to be
selected by the board of directors and set forth in a public
announcement.
The Reverse Stock Split was effective as of August 26, 2024 at 4:01
p.m., Eastern Time. The Common Stock will trade on The Nasdaq Stock
Market on a split-adjusted basis under the existing symbol QMCO,
with the new CUSIP number 747906600.
Following the Effective Time, every 20 issued shares of Common
Stock will be automatically reclassified into one issued share of
Common Stock. No fractional shares will be issued as a result of
the Reverse Stock Split. Shareholders who would otherwise be
entitled to a fractional share of Common Stock are instead entitled
to (and with respect to holders that have certificated shares, upon
surrender to the exchange agent of certificates representing such
shares) have their fractional shares rounded up to the next whole
number share quantity.
Proportionate adjustments will be made to the number of shares of
Common Stock underlying the Company's outstanding equity awards,
warrants, and the maximum number of shares issuable under its
equity incentive plans, as well as the exercise or conversion
price, as applicable. The Reverse Stock Split will not affect the
par value of the Common Stock.
The Reverse Stock Split will affect all shareholders uniformly and
would not change any shareholder's percentage ownership interest in
the Company (other than as a result of the treatment of fractional
shares). Computershare Trust Company, N.A. is acting as the
exchange agent for the Reverse Stock Split. Shareholders holding
shares of Common Stock registered directly in their name in book
entry form or beneficially via a broker, bank, trust or other
nominee are not required to take any action to receive post-split
shares and will have their positions automatically adjusted to
reflect the Reverse Stock Split. Shareholders holding shares of
Common Stock in certificated form will receive a letter of
transmittal from Computershare Trust Company, N.A. with
instructions on how to receive post-split shares after the
Effective Time, if applicable.
3. Approved the amendment to the 2023 Long-Term Incentive Plan
to increase the number of shares of Common Stock reserved for
issuance thereunder by 5,000,000 shares.
4. Approved the compensation of the Company's named executive
officers on a non-binding advisory basis.
5. Ratified the appointment of Grant Thornton LLP as the
Company's independent registered public accounting firm for the
fiscal year ending March 31, 2025.
About Quantum Corp.
Based in San Jose, California, Quantum Corp. (NYSE) --
http://www.quantum.com-- provides technology and services that
store and manage video and video-like data, delivering streaming
for video and rich media applications, along with low-cost,
high-density, massive-scale data protection and archive systems.
The Company helps customers capture, create, and share digital data
and preserve and protect it for decades.
As of March 31, 2024, the Company had $187.6 million in total
assets, $309.1 million in total liabilities, and $121.5 million in
total stockholders' deficit.
Henderson, Nev.-based Grant Thornton LLP, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated June 28, 2024, citing that as of March 31, 2024, the Company
was in default of certain debt covenants of its term debt and
credit facility and obtained a waiver from its lenders. All
defaults existing at March 31, 2024, were waived by the lenders
through July 2024. The Company believes it is probable that it will
be in violation of certain debt covenants at the next testing date
of July 2024. The Company's plan contemplates obtaining additional
covenant waivers or refinancing the existing term debt and credit
facility. Additionally, the Company is evaluating strategies to
obtain additional funding, including potential asset sales. In the
event the Company is unable to obtain an extension of the waiver,
additional funding will be required to pay the amount due on the
revolver and term loan. However, the Company may be unable to
obtain an extension of the waiver or obtain additional funding. As
such, there can be no assurance that the Company will be able to
obtain additional liquidity when needed or under acceptable terms,
if at all. The Company's ability to achieve this plan is uncertain
and raises substantial doubt about its ability to continue as a
going concern.
QUANTUM CORP: Pacific Investment Management Discloses 21.76% Stake
------------------------------------------------------------------
Pacific Investment Management Company LLC disclosed in a Schedule
13D/A Report filed with the U.S. Securities and Exchange Commission
that as of August 13, 2024, it beneficially owned 10,248,322 shares
of Quantum Corporation's common stock and 13,558,060 of warrants,
representing 21.76% of the shares outstanding.
The securities were issued in connection with various amendments to
a Term Loan Credit Agreement, including the amendments described in
the Current Report on Form 8-K filed by Quantum Corporation on
August 14, 2024.
On May 24, 2024, the Company entered into an amendment and waiver
to the Term Loan Credit and Security Agreement, dated as of August
5, 2021, with Quantum LTO Holdings, LLC, a wholly-owned subsidiary
of the Company, the other borrowers and guarantors from time to
time party thereto, the lenders from time to time party thereto,
and Blue Torch Finance LLC, as disbursing agent and collateral
agent for such lenders. The May 2024 Term Loan Amendment, among
other things, waives certain requirements to test certain financial
covenants and any default that might arise as a result of the
restatement of certain of the Company's historical financial
statements.
In connection with the May 2024 Term Loan Amendment, on May 24,
2024, the Company issued to the lenders of the term loans under the
Term Loan Credit Agreement warrants to purchase an aggregate of
2,000,000 shares of the Company's common stock, at a purchase price
of $0.46 per share. The exercise price and the number of shares
underlying the May 2024 Term Loan Warrants are subject to
adjustment in the event of specified events, including dilutive
issuances at a price lower than the exercise price of the May 2024
Term Loan Warrants, a subdivision or combination of the Common
Stock, a reclassification of the Common Stock or specified dividend
payments. Upon exercise, the aggregate exercise price may be paid,
at each warrant holder's election, in cash or on a net issuance
basis, based upon the fair market value of the Common Stock at the
time of exercise.
On July 11, 2024, the Company entered into an amendment to the Term
Loan Credit Agreement. The July 2024 Term Loan Amendment, among
other things, (i) amends the Term Loan Credit Agreement such that
the total net leverage ratio financial covenant is not tested for
the fiscal quarter ended June 30, 2024 until July 31, 2024, and
(ii) provides for the Company to pay certain fees and expenses to
the administrative agent for the benefit of the lenders.
In connection with the July 2024 Term Loan Amendment, on July 11,
2024, the Company issued to the lenders of the term loan under the
Term Loan Credit Agreement warrants to purchase an aggregate of
1,000,000 shares of Common Stock at a purchase price of $0.41 per
share. The exercise price and the number of shares underlying the
2024 Term Loan Warrants are subject to adjustment in the event of
specified events, including dilutive issuances at a price lower
than the exercise price of the 2024 Term Loan Warrants, a
subdivision or combination of the Common Stock, a reclassification
of the Common Stock or specified dividend payments. Upon exercise,
the aggregate exercise price may be paid, at each warrant holder's
election, in cash or on a net issuance basis, based upon the fair
market value of the Common Stock at the time of exercise.
On August 13, 2024, the Company entered into an amendment to the
Term Loan Credit Agreement. The August 2024 Term Loan Amendment
provides the Company with a new delayed draw term loan facility in
an aggregate principal amount of $25.0 million. The August 2024
Term Loan Amendment also (a) amends the interest rate on the
Initial Term Loans and (b) amends the amortization on the Initial
Term Loans such that such amortization shall not commence until
September 30, 2025 at a rate of 5.00% per annum. The August 2024
Term Loan Amendment also (i) amends the maximum total net leverage
ratio covenant so that such covenant is not tested until June 30,
2025 at the revised levels set forth in the Term Loan Amendment,
(ii) includes a new minimum EBITDA covenant to be tested on
December 31, 2024 and March 31, 2025, at the levels set forth in
the Term Loan Amendment, and (iii) amends the minimum daily
liquidity covenant to the revised levels set forth in the Term Loan
Amendment. In addition, the August 2024 Term Loan Amendment amends
certain mandatory prepayment events, requires the payment of
certain fees to the term loan lenders and the engagement of a chief
restructuring officer, includes additional budget and variance
reporting, and waives certain events of default, in each case, as
set forth in the Term Loan Amendment.
In connection with the August 2024 Term Loan Amendment, on August
13, 2024, the Company issued to the lenders of the term loan under
the Term Loan Credit Agreement (including certain affiliates of the
Reporting Person) warrants to purchase an aggregate of 7,606,169
shares of Common Stock at a purchase price of $0.31 per share, the
closing price of the Common Stock on the date immediately preceding
the signing of the warrant agreements. The exercise price and the
number of shares underlying the August 2024 Term Loan Warrants are
subject to adjustment in the event of specified events, including
dilutive issuances at a price lower than the exercise price of the
August 2024 Term Loan Warrants, a subdivision or combination of the
Common Stock, a reclassification of the Common Stock or specified
dividend payments, subject to certain limitations as set forth in
the August 2024 Term Loan Warrants. Upon exercise, the aggregate
exercise price may be paid, at each warrant holder's election, in
cash or on a net issuance basis, based upon the fair market value
of the Common Stock at the time of exercise.
In addition, in connection with the August 2024 Term Loan
Amendment, on August 13, 2024, the Company issued to OC III LVS XL
LP (a) an amended and restated warrant to purchase common stock
(warrant number 2023-2) to purchase an aggregate of 1,268,684
shares of Common Stock for a purchase price of $0.31 per share,
which amends, restates, and replaces, in its entirety, that certain
Company Warrant to Purchase Common Stock No. 2023-2, dated as of
June 1, 2023, (b) an amended and restated warrant to purchase
common stock (warrant number 2024-6) to purchase an aggregate of
750,719 shares of Common Stock for a purchase price of $0.31 per
share, which amends, restates, and replaces, in its entirety, that
certain Company Warrant to Purchase Common Stock No. 2024-6, dated
as of May 24, 2024, and (c) an amended and restated warrant to
purchase common stock (warrant number 2024-12) to purchase an
aggregate of 375,000 shares of Common Stock for a purchase price of
$0.31 per share, which amends, restates, and replaces, in its
entirety, that certain Company Warrant to Purchase Common Stock No.
2024-12, dated as of July 10, 2024. Other than lowering the
exercise price and inserting certain restrictions on adjustments in
the event of dilutive issuances at a price lower than the amended
exercise price, the terms of the A&R Warrants are substantially
similar to those contained in the original warrants.
The securities are held by certain funds and accounts for which
Pacific Investment Management serves as investment manager, advisor
or sub-advisor, including:
(i) OC II FIE V LP, which holds 2,980,860 shares of common
stock par value $0.01 per share and warrants to purchase 6,682,488
shares of Common Stock; and
(ii) OC III LVS XL LP, which holds 7,267,462 shares of Common
Stock and warrants to purchase 6,875,572 shares of Common Stock.
Each of the aforementioned warrants include provisions that
restrict the exercise of such warrants to the extent that such
exercise would (a) cause Pacific Investment Management and its
affiliates to beneficially own more than 19.99% of the Quantum's
total issued and outstanding Common Stock or (b) would otherwise
result in a change of control of the Quantum within the meaning of
Nasdaq Listing Rule 5635(b).
The number of shares outstanding for purposes of this percentage
calculation assumes (i) 95,849,938 outstanding shares of Common
Stock as of June 20, 2024, as reported by the Quantum in its proxy
statement on Schedule 14A filed on July 2, 2024, plus (ii)
13,558,060 shares of Common Stock issuable upon exercise of the
warrants held by OC II FIE V LP and OC III LVS XL LP; provided that
each of the aforementioned warrants include provisions that
restrict the exercise of such warrants to the extent that such
exercise would (a) cause Pacific Investment Management and its
affiliates to beneficially own more than 19.99% of the Quantum's
total issued and outstanding Common Stock or (b) would otherwise
result in a change of control of the Quantum within the meaning of
Nasdaq Listing Rule 5635(b).
A full-text copy of Pacific Investment Management's SEC Report is
available at:
https://tinyurl.com/2p8wpcwm
About Quantum Corp.
Based in San Jose, California, Quantum Corp. (NYSE) --
http://www.quantum.com-- provides technology and services that
store and manage video and video-like data, delivering streaming
for video and rich media applications, along with low-cost,
high-density, massive-scale data protection and archive systems.
The Company helps customers capture, create, and share digital data
and preserve and protect it for decades.
Henderson, Nev.-based Grant Thornton LLP, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated June 28, 2024, citing that as of March 31, 2024, the Company
was in default of certain debt covenants of its term debt and
credit facility and obtained a waiver from its lenders. All
defaults existing at March 31, 2024, were waived by the lenders
through July 2024. The Company believes it is probable that it will
be in violation of certain debt covenants at the next testing date
of July 2024. The Company's plan contemplates the Company obtaining
additional covenant waivers or refinancing the existing term debt
and credit facility. Additionally, the Company is evaluating
strategies to obtain additional funding, including potential asset
sales. In the event the Company is unable to obtain an extension of
the waiver, additional funding will be required to pay the amount
due on the revolver and term loan. However, the Company may be
unable to obtain an extension of the waiver or obtain additional
funding. As such, there can be no assurance that the Company will
be able to obtain additional liquidity when needed or under
acceptable terms, if at all. The Company's ability to achieve this
plan is uncertain and raises substantial doubt about its ability to
continue as a going concern.
As of June 30, 2024, Quantum had $173.1 million in total assets,
$314.3 million in total liabilities, and $141.3 million in total
stockholders' deficit.
QURATE RETAIL: Declares Quarterly Dividend on 8% Series A Stock
---------------------------------------------------------------
Qurate Retail, Inc. announced that an authorized committee of its
Board of Directors declared the regular quarterly cash dividend
payable to holders of its 8.0% Series A Cumulative Redeemable
Preferred Stock. The per share amount of the quarterly cash
dividend will be $2.00, payable in cash on September 16, 2024 to
stockholders of record of the Preferred Stock at the close of
business on September 3, 2024.
About Qurate Retail
Headquartered in Englewood, Colorado, Qurate Retail, Inc. owns
controlling and non-controlling interests in a broad range of video
and online commerce companies. Qurate has six leading retail
brands: QVC, HSN, Ballard Designs, Frontgate, Garnet Hill, and
Grandin Road. Qurate Retail Group is the largest player in video
commerce, which includes video-driven shopping across linear TV,
e-commerce sites, digital streaming, and social platforms. The
retailer reaches more than 200 million homes worldwide via 15
television channels, which are widely available on cable/satellite
TV, free over-the-air TV, and digital livestreaming TV. The
retailer also reaches millions of customers via its QVC+ and HSN+
streaming experiences, websites, mobile apps, social pages, print
catalogs, and in-store destinations. Qurate Retail, Inc. also holds
various minority interests.
Qurate Retail disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on June 10, 2024, it received written
notice from The Nasdaq Stock Market notifying the Company that,
because the closing bid price for the Company's Series A common
stock, par value $0.01 per share, had fallen below $1.00 per share
for 30 consecutive business days, the Company no longer complies
with the minimum bid price requirement for continued listing of
QRTEA on the Nasdaq Global Select Market.
* * *
As reported by TCR on April 22, 2024, S&P Global Ratings revised
its outlook to stable from negative and affirmed all its ratings on
U.S.-based video commerce and online retailer Qurate Retail Inc.,
including its 'CCC+' issuer credit rating. The stable outlook
reflects S&P's expectation that Qurate will maintain sufficient
liquidity over the next 12 months despite its view that its capital
structure remains unsustainable, as further cost reductions offset
sales weakness and support profit recovery.
RE/MAX HOLDINGS: Moody's Assigns 'B1' CFR, Outlook Negative
-----------------------------------------------------------
Moody's Ratings affirmed RE/MAX, LLC's senior secured credit
facility (including a term loan and revolving credit facility) at
B1. Moody's also assigned a B1 corporate family rating, B1-PD
probability of default rating and SGL-2 speculative grade liquidity
rating to publicly-traded RE/MAX Holdings, Inc. ("RE/MAX"), and
withdrew RE/MAX, LLC's B1 CFR, B1-PD PDR and SGL-2 speculative
grade liquidity rating. RE/MAX Holdings, Inc. is an indirect parent
company of RE/MAX, LLC. Moody's have maintained RE/MAX, LLC's
negative outlook and assigned a negative outlook to RE/MAX. RE/MAX
operates as a franchisor of real estate brokerage services in the
US, Canada, and internationally and has mortgage brokerage services
in the US
The assignment of the B1 CFR and negative outlook reflect Moody's
expectation that US home sale transaction volumes will remain under
pressure over the next 12 to 18 months, with modestly lower US
agent counts through early 2025. Moody's expect the US agent
decline will translate to revenue contraction rates in a
low-single-digit range in 2024, which is an improvement compared to
the year-over-year revenue decline of 6.9% for the twelve months
ending June 30, 2024 (the LTM period). Moody's consider debt to
EBITDA high for the B1 rating category at 5.5x for the LTM period
ended June 30, 2024; however, the ratio has remained relatively
steady versus 5.7x at FY23 as cost reductions, reduced property
taxes and lower bad debt expense somewhat offset the declining
revenue trend. The company's cost management actions and the
suspension of the company's quarterly cash dividend in 2023 support
Moody's expectations for free cash flow of around $45 to $50
million over the next 12 months.
RATINGS RATIONALE
RE/MAX's B1 CFR reflects Moody's expectation that leverage will
remain high, with debt to EBITDA in a mid-5x range through early
2025. The company has a small revenue scale relative to a broader
set of business service peers, and faces intense industry
competition to attract and retain agents as evidenced by its
declining US agent count since 2018. Moody's expect financial
leverage to remain relatively flat from improving profitability and
debt repayment mitigating revenue declines in the second half of
2024; however, leverage would modestly weaken in 2025 if revenue
declines do not ease and begin to reverse.
Support is provided by the protections offered by its 100%
franchised business model, a history of continued Canada and other
non-US agent count growth and its highly profitable franchise
business model that lends itself to a flexible cost structure and
limits downside exposure to the housing market from its fixed
franchise fee revenue model. The strong RE/MAX brand recognition
and leading market position drive the company's fairly predictable
revenues, robust profit margins and good free cash flow
generation.
As of June 30, 2024, RE/MAX had $55 million of restricted cash that
has been funded into an escrow account in connection with the
industry litigation settlement agreement in the Burnett, Moehrl,
and Nosalek cases, which also resolves any similar claims on a
nationwide basis. Moody's view the increased free cash flow that
came from the dividend suspension as a key source of funding for
the settlement charge. Management has not indicated any timing for
the return of the quarterly dividend; Moody's do not expect the
company to pay a shareholder dividend while financial leverage
remains elevated.
The B1 senior secured credit facility rating, consisting of a $446
million term loan due July 2028 and a $50 million revolver expiring
July 2026, is the same as the B1 CFR as the facility represents the
preponderance of the debt capital structure. The facility is
secured by a first lien pledge of substantially all tangible and
intangible assets of the company's domestic subsidiaries and 65% of
the capital stock of the first-tier foreign subsidiaries.
The SGL-2 speculative grade liquidity rating reflects RE/MAX's good
liquidity profile, supported by Moody's expectation for $45 to $50
million of free cash flow generation during the next 12 months and
$66 million of unrestricted cash on hand at June 30, 2024. The
company's $50 million undrawn revolver expires in July 2026.
The revolver is subject to a total leverage ratio covenant that
cannot exceed 4.5x which comes into effect when the revolver is
drawn. Due to the $55 million settlement charge incurred in the
third quarter of 2023, the total leverage ratio was 8.74x as of
June 30, 2024. Moody's liquidity assessment includes the
expectation that the company will regain access to its revolver
when the settlement charge rolls off in the third quarter of 2024.
Moody's further expect the covenant cushion will be around 15% to
20% in the 12 to 15 months thereafter.
The negative outlook reflects execution risk that RE/MAX faces to
improve its financial profile amidst continued declines in its US
agent count and an uncertain macroeconomic environment that will
impact home sale transaction volume. The outlook could return to
stable if financial leverage declines and remains below 5x. Given
Moody's expectation for revenue declines until 2025, a financial
policy supportive of debt repayment over shareholder returns and a
publicly committed financial leverage target would also be a key
driver in changing the outlook to stable from negative.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The negative outlook indicates that a rating upgrade is unlikely
over the next 12 to 18 months. Over the longer term, the ratings
could be upgraded if RE/MAX commits to maintaining very good
liquidity and conservative financial policies such that
debt-to-EBITDA financial leverage is maintained below 4x and free
cash flow to debt is sustained above 10%.
The ratings could be downgraded if the company's financial policies
become more aggressive including shareholder distributions and
acquisitions, if Moody's expect debt to EBITDA will remain above
5x, free cash flow to debt is sustained below 5%, or liquidity
weakens.
Headquartered in Denver, Colorado, RE/MAX, LLC is a consolidated
subsidiary of RE/MAX Holdings, Inc. (NYSE: RMAX) and operates as a
franchisor of real estate brokerage services in the US, Canada, and
internationally and mortgage brokerage services in the US. RE/MAX
derives its revenue primarily from continuing franchise fees,
annual dues, broker fees, new franchise sales and renewals, and
other revenue. RE/MAX generated $315 million revenue as of LTM June
30, 2024.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
REMARK HOLDINGS: Mudrick Capital, 11 Others Report 9.99% Stake
--------------------------------------------------------------
Mudrick Capital Management, L.P. disclosed in Schedule 13G report
filed with the U.S. Securities and Exchange Commission that as of
August 5, 2024, the firm and its affiliated entities -- Mudrick
Capital Management, LLC, Jason Mudrick, Mudrick Distressed
Opportunity Drawdown Fund II SC, L.P., Mudrick Distressed
Opportunity Drawdown Fund II GP, LLC, Mudrick Distressed
Opportunity SIF Master Fund, L.P., Mudrick Distressed Opportunity
SIF GP, LLC, Mudrick Distressed Opportunity Drawdown Fund II, L.P.,
Mudrick Distressed Opportunity 2020 Dislocation Fund, L.P., Mudrick
Distressed Opportunity 2020 Dislocation Fund GP, LLC, Mudrick
Stressed Credit Master Fund, L.P., and Mudrick Stressed Credit
Master Fund GP, LLC -- beneficially owned 5,336,515 shares of
Common Stock, representing 9.99%, based on 53,418,575 shares of
Common Stock outstanding, which includes (i) 48,082,060 shares of
Common Stock outstanding as of June 6, 2024, according to the
Company's Regulation A Offering Statement filed with the SEC
pursuant to Rule 251 et seq. under the Securities Act of 1933, as
amended, on June 6, 2024, and (ii) 5,336,515 shares of Common Stock
issuable upon conversion of the Convertible Debentures.
The Reporting Persons beneficially own secured convertible
promissory debentures with a principal amount of $19,980,637.62, in
each case issued by the Company on August 5, 2024. As of August 15,
2024, the Convertible Debentures entitled the Reporting Persons to
acquire up to 5,336,515 shares of Common Stock upon conversion of
the Convertible Debentures. The Convertible Debentures have a
conversion price that floats based on the current market price of
the Common Stock, subject to a floor of $0.10 per share.
Accordingly, the Reporting Persons may acquire up to 5,336,515
shares of Common Stock upon conversion in full of the Convertible
Debentures, assuming the principal of, and all accrued interest on,
the Convertible Debentures is converted in full on its maturity
date at the floor price. Each of the Convertible Debentures
includes a beneficial ownership limitation such that the
Convertible Debentures may not be converted to the extent the
Reporting Persons would beneficially own more than 9.99% of the
outstanding Common Stock of the Company.
Remark Holdings, Inc. (NASDAQ: MARK) --
http://www.remarkholdings.com-- is a diversified global technology
business with leading artificial intelligence and data analytics,
as well as a portfolio of digital media properties. The Company's
innovative artificial intelligence ("AI") and data analytics
solutions continue to gain worldwide awareness and recognition
through comparative testing, product demonstrations, media
exposure, and word of mouth. The Company continues to see positive
responses and increased acceptance of its software and applications
in a growing number of industries.
A full-text copy of Mr. Mudrick Capital Management's SEC Report is
available at:
https://tinyurl.com/29d3hw84
About Remark Holdings
Remark Holdings, Inc. (NASDAQ: MARK) --
http://www.remarkholdings.com-- is a diversified global technology
business with leading artificial intelligence and data analytics,
as well as a portfolio of digital media properties. The Company's
innovative artificial intelligence ("AI") and data analytics
solutions continue to gain worldwide awareness and recognition
through comparative testing, product demonstrations, media
exposure, and word of mouth. The Company continues to see positive
responses and increased acceptance of its software and applications
in a growing number of industries.
Remark Holdings reported a net loss of $29.15 million for the year
ended Dec. 31, 2023, compared to a net loss of $55.48 million for
the year ended Dec. 31, 2022. As of March 31, 2024, the Company had
$10.14 million in total assets, $52.57 million in total
liabilities, and a total stockholders' deficit of $42.44 million.
Los Angeles, California-based Weinberg & Company, P.A., the
Company's auditor since 2020, issued a "going concern"
qualification in its report dated April 15, 2024, citing that the
Company has suffered recurring losses from operations and negative
cash flows from operating activities and has a negative working
capital and a stockholders' deficit that raise substantial doubt
about its ability to continue as a going concern.
SAMSARA LUGGAGE: Hires Bush and Associates CPA as New Auditor
-------------------------------------------------------------
Samsara Luggage, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that on August 13, 2024,
the Company was notified by Pipara & Co LLP of its decision to
resign as the Company's independent registered accounting firm,
effective as of such date.
The reports of Pipara on the Company's financial statements for the
two most recently completed fiscal years ended December 31, 2023
and did not contain any adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope,
or accounting principles, except that Pipara's audit report on the
Company's financial statements as of and for the fiscal years ended
December 31, 2023 and included an explanatory paragraph contained
an uncertainty about the Company's ability to continue as a going
concern.
During the Company's two most recently completed fiscal years ended
December 31, 2023, and the subsequent interim period through the
date of resignation, there were no "disagreements" (as such term is
defined in Item 304 of Regulation S-K) with Pipara on any matter of
accounting principles or practices, financial statement disclosure,
or auditing scope or procedures, which disagreements if not
resolved to the satisfaction of Pipara would have caused them to
make reference thereto in their reports on the financial statements
for such periods.
During the Company's two most recently completed fiscal years ended
December 31, 2023, 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), other than as disclosed in
Part II, Item 9A of the Company's Form 10-K for the year ended
December 31, 2023, where the Company's management, our principal
executive officer and principal financial officer determined that
the Company's internal controls over financial reporting concluded
that our disclosure controls and procedures were effective at a
reasonable assurance level as of the end of the period covered by
the report.
Following Pipara's resignation, on August 19, 2024, the Company
engaged Bush and Associates CPA as its independent registered
public accounting firm. The engagement of the New Accountant was
approved by the Company's Board of Directors.
About Samsara Luggage
New York, N.Y.-based Samsara Luggage, Inc. creates luggage
products. The Company offers cabin, travel, laptop, and mobile desk
bags of various types of materials.
The Company cautioned in its Form 10-Q Report for the quarterly
period ended March 30, 2024, that substantial doubt exists about
its ability to continue as a going concern. For the three months
ended March 31, 2024, the Company realized a net loss of $993,000
as compared to a net loss of $238,000 for the three months ended
March 31, 2023. As of March 31, 2024, the Company had $157,000 of
cash, total current assets of $3,209,000 and total current
liabilities of $5,407,000 creating a working capital deficit of
$2,198,000.
As of March 31, 2024, the Company had $12,729,000 in total assets,
$6,270,000 in total liabilities, and total stockholders' equity of
$6,459,000.
SILVER LAKE: Fine-Tunes Plan Documents
--------------------------------------
Silver Lake Golf Course, Inc. ("SLGC") submitted a Third Amended
Combined Chapter 11 Plan and Disclosure Statement dated August 2,
2024.
The Debtor's Plan Proposes to continue its operations as golf
course, restaurant and event center paying the single non-tax
secured claim over a 360-month period.
The Plan will pay secured tax claims in full within 12 months of
the Effective Date, while paying approximately 60% of allowed
unsecured claims over a period of 36 months for the claims of non
insiders, and a period of 72 months, for the clams of insiders from
the Effective Date.
Like in the prior iteration of the Plan, Class 3 consists of
General Unsecured Claims of Non-insiders. General unsecured claims
consist of claims filed by creditors of the Debtors, the unsecured
claims of Shareholders, as well as the disputed portion of the
Smith Trust claim. Debtor initially scheduled $893,501.70 in
unsecured claims on its Schedule F. As of the date of this
document, Class 4 claims total $101,649.71. Of the claims treated
in this Class, $68,463.07 is the claim of Kerry and Carol Cronk,
resulting from unsecured loan dated March 13, 2022, in the original
amount of $75,000.00.
Non-Insider general unsecured creditors shall be paid an estimated
60% of their claims via a base amount of $61,915.81 over a 36 month
period. The first payment in the amount of $20,000.00 shall be paid
90 days following the Effective Date. Additional payments in the
amount of $13,971.94 shall be made on July 30, 2025, 2026 and 2027.
Payments shall be distributed pro rata (amongst the claimants in
this class). For the purpose of projections in support of The Plan,
it is estimated distribution will commence in November of 2024.
Class 4 consists of General Unsecured Claims of Insiders. General
unsecured claims of insiders total $787,309.00. Unsecured claims of
Insiders shall receive the same distribution in terms of percentage
as non-insider claims. Insider claims will not receive
distributions as provided to Class 3; rather they will be paid in
quarterly payments commencing ninety days following confirmation.
As of the date of this Plan, the following creditors in this Class
have waived their right to pro-rata payment; Michael and Mary
Quackenbush, and Randall and Erin Schaaf. Creditors Larry B
Thompson and Russell Stites have agreed to payment in the reduced
amount of $1,000.00 per quarter for the life of the Plan.
The financial summary of debtor's operations for the three years
leading up to the Petition Date shows improvement in revenue since
2021. The loss for 2022 is attributed to substantial investment to
complete the renovation of the club house, and an increase in the
costs of goods sold. Debtor simply failed to raise its prices to
reflect the increase in the price it paid for supplies.
It should be noted that loss reflected in 2023 can be directly
related to two events, costs associated with the Daniels'
litigation, and damage to the golf course resulting from severe
weather in June and July of that year. But for these expenses and
interest on the debt undertaken in the clubhouse renovation Debtor
would have been profitable in 2023. Debtor's Plan proposes to
reorganize claims against it and continuing its business.
A full-text copy of the Third Amended Combined Plan and Disclosure
Statement dated August 2, 2024 is available at
https://urlcurt.com/u?l=NKrAmK from PacerMonitor.com at no charge.
Attorney for the Debtor:
David R. Shook, Esq.
David R. Shook, Attorney at Law, PLLC
4139 W. Walton Blvd. Suite F
Waterford, MI 48329
Tel: (248) 625-6600
Email: ecf@davidshooklaw.com
About Silver Lake Golf Course
Silver Lake Golf is a challenging 9 hole regulation golf course
located in Waterford, MI. Silver Lake Golf Club features all the
hallmarks of Michigan golf with oscillating bent grass greens, sand
traps, water hazards, and varrying elevations.
Silver Lake Golf Course, Inc., sought Chapter 11 protection (Bankr.
E.D. Mich. Case No. 24-42219) on March 7, 2024. The Debtor
estimated assets and debt of $1 million to $10 million as of the
bankruptcy filing. The Hon. Thomas J. Tucker is the case judge.
David R. Shook, Esq., is the Debtor's counsel.
SKILLZ INC: Casey Chafkin Quits as Chief Strategy Officer
---------------------------------------------------------
Skillz Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on Aug. 12, 2024, Casey Chafkin informed
Skillz Inc. of his decision to step down from his position as the
Company's chief strategy officer effective Aug. 23, 2024. Mr.
Chafkin has served in this role since the Company's founding in
2012. Mr. Chafkin will continue to serve as a director of the
Company and as a member of the Company's Nominating and Corporate
Governance Committee. The Company said Mr. Chafkin's decision to
step down is not the result of any dispute or disagreement with the
Company on any matter relating to its operations, policies or
practices. Mr. Chafkin has agreed to provide consulting and
transition services to the Company for an interim period. The
Company thanked Mr. Chafkin for his dedicated service to the
Company.
About Skillz Inc.
Las Vegas-based Skillz Inc. -- https://www.skillz.com -- is a
mobile games platform dedicated to fostering competition and
excellence through its technology. The Skillz platform enables
developers to create multi-million dollar franchises by
incorporating social competition into their games. Leveraging its
patented technology, Skillz hosts billions of casual eSports
tournaments for millions of mobile players worldwide, with the goal
of becoming the home of competition for all.
Skillz reported a net loss of $438.87 million in 2022, a net loss
of $187.92 million in 2021, and a net loss of $149.08 million in
2020. As of Sept 30, 2023, the Company had $428.12 million in
total assets, $200.38 million in total liabilities, and $227.73
million in total stockholders' equity.
* * *
As reported by the TCR in January 2024, S&P Global Ratings retained
its ratings on Las Vegas-based Skillz Inc., including its 'CCC+'
issuer credit rating, following the assignment of the new
management and governance (M&G) assessment. S&P said, "S&P Global
Ratings assigned a new M&G modifier assessment of negative to
Skillz following the revision to our criteria for evaluating the
credit risks. The terms management and governance encompass the
broad range of oversight and direction conducted by an entity's
owners, board representatives, and executive managers. These
activities and practices can impact an entity's creditworthiness
and, as such, the M&G modifier is an important component of our
analysis."
SMITHFIELD FOODS: Moody's Affirms 'Ba1' CFR, Outlook Stable
-----------------------------------------------------------
Moody's Ratings affirmed Smithfield Foods, Inc.'s Ba1 Corporate
Family Rating, Ba1-PD Probability of Default Rating, and the Ba1
rating on the company's senior unsecured notes. The outlook is
stable.
Moody's affirmed the existing ratings with a stable outlook
following the company's announcement on August 27th that it
completed a carve-out of its European operations to Smithfield's
parent company WH Group Limited ("WH Group"). The spin-off is
credit negative because it will reduce the company's scale,
geographic and product diversity, and moderately increase leverage.
The European operations represented roughly 18% of revenue for the
12 months ended June 2024 and contributed approximately $270
million of segment profit. Moody's estimate that the loss of EBITDA
from Smithfield's European operations will result in about a 0.25x
increase in Smithfield's current 1.9x debt-to-EBITDA leverage
(incorporating Moody's adjustments). Moody's affirmed the ratings
because leverage remains within Moody's expectations for the
rating, Smithfield continues to have significant scale and a strong
market position in the North American pork business, the company is
taking several credit positive actions concurrently with the
spin-off, and Moody's anticipate continued cyclical recovery in the
pork business. Credit positive actions include management's
lowering of its long-term leverage target to 2x from 2.5x (1.8x as
of June 30, 2024 based on management's calculations pro forma for
the spin-off), and implementing reform and rationalization
initiatives for the hog production operations to reduce exposure
and downside risk from this historically volatile segment.
Smithfield is focused on improving profitability within its hog
production segment by optimizing its hog production levels. As part
of this reform, management is terminating its high-cost or
underperforming company-owned and contract grower relationships.
Through this hog production reform and rationalization program
Smithfield will be able to reduce the commodity price fluctuations
and disease exposure associated with the hog production business
while also maintaining its assured, traceable and high quality
supply of hogs for its packaged meats and fresh pork businesses. By
spinning off the European operations, management will be able to
focus on continuing to grow its North American pork and packaged
meats businesses that are the key driver of earnings and cash flow
for the company.
RATINGS RATIONALE
Smithfield's Ba1 CFR reflects its large scale and strong market
position in North American hog production, fresh pork, and
value-added packaged pork products. Additionally, the rating is
also supported by the company's good liquidity and positive
long-term fundamentals for the pork industry from growing global
demand for protein. These strengths are balanced against high
earnings volatility inherent in the protein processing industry,
predominant protein focus on pork and financial obligations to
parent, WH Group Limited, in the form of an ongoing dividend.
Cyclical protein market swings, high capital spending, working
capital needs and dividends to WH Group can limit and create
volatility in free cash flow. Smithfield's focus on growing its
packaged meats operations has increased earnings in this business,
but hog production earnings are volatile as the company experienced
significant losses in this business during the recent pork cycle
downturn. Moody's anticipate Smithfield's reform and rationalize
initiatives to reduce the downside in hog production earnings over
the next 3-5 years, but there is execution risk and scope of such
improvement is uncertain. Moody's expect Smithfield's
debt-to-EBITDA leverage (1.9x as of June 30, 2024 incorporating
Moody's adjustments) to increase to roughly 2.2x-2.3x as of June
30, 2024 pro forma for the spin-off of its European operations
depending on the amount of overhead rationalization. Moody's expect
debt-to-EBITDA leverage to decline to approximately 2x in the next
12 to 18 months as management's strategic initiatives and a rebound
in the pork market drive EBITDA growth. Smithfield's financial
policy is to have a limit on debt-to-EBITDA of 2x (based on the
company's calculation). The company is weighed down by event risk
associated with the recent settling of a price fixing case that
elevates governance concerns.
Smithfield has good liquidity supported by $279 million of cash as
of June 30, 2024 and roughly $2.3 billion of unused capacity on
$2.3 billion of committed facilities after factoring in borrowings
and coverage of outstanding commercial paper. The facilities
consist of a $2.1 billion senior unsecured revolver expiring May
2027 and a $275 million accounts receivable securitization facility
that matures in 2025. The maturity profile is good with the
company's four senior unsecured notes maturing in 2027-2031.
Smithfield generated $276 million in free cash flow in the 12
months ended June 30, 2024. Moody's anticipate free cash flow will
be negative for fiscal 2024 due to working capital investment,
continued sizable capital spending and dividends to WH Group, but
Moody's are forecasting positive free cash flow in a $200 million
to $300 million range in fiscal 2025 and 2026 due to earnings
growth, lower working capital needs and a moderation of capital
spending.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's view that Smithfield's
operating performance will continue to improve as the pork industry
continues to rebound from a cycle low. Moody's anticipate that
management's cost savings initiatives combined with continued
favorable grain costs will lead to debt-to EBITDA leverage
declining to a 2x range (incorporating Moody's adjustments and
positive free cash flow in fiscal 2025.
The ratings could be downgraded if earnings decline due to factors
such as cost inflation, a decline in demand for pork products
relative to other proteins, trade disputes in key export markets, a
disease outbreak or persistent pork supply and demand imbalance.
Debt/EBITDA is sustained above 2.5x or deterioration in liquidity
could also contribute to a downgrade.
A rating upgrade could occur if Smithfield is able to maintain
overall earnings stability such as by continuing to grow its
packaged meats and fresh pork business while reducing downside risk
from its hog production operations, continue to improve the EBITDA
margin, and generate consistent and comfortably positive free cash
flow while maintaining good reinvestment. In addition to such
operating performance factors, Smithfield would need to maintain
conservative financial policies including debt/EBITDA sustained
below 2.0x and strong liquidity to be considered for an upgrade. At
least $1 billion of liquidity including a sizable cash balance and
undrawn committed multi-year bank facilities is also important to
provide financial flexibility to manage the cyclical exposure of a
predominantly single protein company.
Smithfield Foods' CIS-3 indicates that ESG considerations have a
limited impact on the current rating with potential for greater
negative impact over time. The assessment reflects the company's
high exposure to environmental risks associated with water
management and natural capital as well as social risks related to
responsible production. Smithfield's governance considerations
reflect its conservative leverage policies under WH Group's
ownership, which provides some flexibility to manage the
environmental and social risks. WH Group nevertheless extracts
annual dividends from Smithfield that reduces cash available for
reinvestment and to repay debt, and Moody's view the decision to
spin-off the European operations as equity focused. In July 2024,
WH Group submitted a plan to the Hong Kong Stock exchange to
partially spin off Smithfield by listing it on the New York Stock
Exchange. Details of the proposed spin-off including the timing
have not yet been announced. The credit effect will depend on the
deal's structure and its potential impact on Smithfield's operating
and financial strategies. Moody's expect WH Group to maintain a
significant stake in Smithfield.
The principal methodology used in these ratings was Protein and
Agriculture published in August 2024.
Smithfield Foods, Inc., headquartered in Smithfield, Virginia, is
one of the world's largest vertically integrated protein companies.
Smithfield primarily focuses on pork through production, processing
and packaged foods. Smithfield's Hong Kong-based parent company,
publicly-traded WH Group Limited, is an investment holding company
that owns 100% of Smithfield along with 70.3% of publicly-traded
Henan Shuanghui Investment & Development Co.,Ltd. (Shuanghui; SZSE:
000895), the largest pork processor in China. Smithfield's net
revenue for the last 12 months ended June 30, 2024 totaled
approximately $17.7 billion and was roughly $13.5 billion pro forma
for the August 27, 2024 spin-off of its European operations to WH
Group.
SONOMA PHARMACEUTICALS: Inks 5-Year Distribution Deal With Medline
------------------------------------------------------------------
Sonoma Pharmaceuticals, Inc., disclosed in a Form 8-K filed with
the Securities and Exchange Commission that effective Aug. 19,
2024, the Company entered into a distribution agreement with
Medline Industries, LP, for the marketing and distribution of its
wound care products. The agreement is for an initial term of five
years, subject to automatic one-year renewal periods.
About Sonoma Pharmaceuticals
Sonoma Pharmaceuticals, Inc. (NASDAQ: SNOA) --
http://www.sonomapharma.com/-- is a global healthcare company
developing and producing stabilized hypochlorous acid, or HOCl,
products for a wide range of applications, including wound care,
eye care, oral care, dermatological conditions, podiatry, animal
health care and non-toxic disinfectants. The Company's products
reduce infections, itch, pain, scarring, and harmful inflammatory
responses in a safe and effective manner. In-vitro and clinical
studies of HOCl show it to have impressive antipruritic,
antimicrobial, antiviral, and anti-inflammatory properties. The
Company's stabilized HOCl immediately relieves itch and pain, kills
pathogens and breaks down biofilm, does not sting or irritate the
skin, and and oxygenates the cells in the area treated, assisting
the body in its natural healing process. The Company sells its
products either directly or via partners in 55 countries
worldwide.
Tampa, Florida-based Frazier & Deeter, LLC, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated June 17, 2024, citing that the Company has incurred
significant losses and negative operating cash flows and needs to
raise additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about its
ability to continue as a going concern.
STEWARD HEALTH CARE: Gets Court Okay to Sell Managed-Care Biz
-------------------------------------------------------------
Jonathan Randles of Bloomberg News reports that bankrupt Steward
Health Care System won court approval to sell its managed-care
business for $245 million and said it's close to finalizing sales
agreements for most of its Massachusetts hospitals.
Judge Christopher Lopez said Friday, August 16, 2024, he'd approve
the sale of the troubled health systems so-called Stewardship
Health business to an affiliate of investment firm Kinderhook
Industries. The deal, which includes Steward Medical Group and
Steward Health Care Network, topped a rival offer from Steward's
lenders and keeps the company's primary-care doctors separate from
its troubled hospital system, Bloomberg Law reports.
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. Judge
Christopher M. Lopez oversees the proceeding.
The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy
counsel; McDermott Will & Emery as special corporate and regulatory
counsel; AlixPartners, LLP as financial advisor and John Castellano
of AlixPartners as chief restructuring officer. Lazard Freres & Co.
LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc
Capital Markets Inc., provide investment banking services to the
Debtors. Kroll is the claims agent.
Susan N. Goodman is the patient care ombudsman appointed in the
Debtors' cases.
SUNMEADOWS LLC: Seeks to Extend Plan Exclusivity to November 18
---------------------------------------------------------------
Sunmeadows, 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 November
18, 2024 and January 17, 2025, respectively.
The Debtor claims that its chapter 11 case has a couple of material
contingencies which must be resolved prior to the development of a
feasible plan of reorganization. First, Debtor must be in a
position to be able to convey title to the Subject Property in
order to enter into a sale transaction or refinancing of the
Subject Property in order to propose a feasible plan. Debtor's
interest in the Subject Property is its primary asset and the means
by which it will be able to fund a plan of reorganization.
However, uncertainty regarding Debtor's ownership of the Subject
Property impairs Debtor's ability to negotiate with RR1050 or
propose concrete and feasible plan structures. It wouldn't be
efficient or even make sense for Debtor to propose a "dual track"
plan (with different outcomes depending upon the result of
litigation of the Complaint against RR1050) because Debtor would be
forced to incur the expense of expert witnesses for a cramdown
fight over interest rates and feasibility, without knowing the
outcome of the litigation or Debtor's ability to convey title to
the Subject Property in a sale transaction or refinancing.
The Debtor believes, however, that the resolution of the pending
motion to dismiss by RR1050, which should result in the case being
at issue, will facilitate discussions and negotiations with RR1050
(RR1050 has indicated an unwillingness to engage in negotiations
while the motion to dismiss is unresolved). Debtor believes that
once the litigation with RR1050 is at issue, negotiations will take
place and a plan can be proposed, within the requested extension of
the exclusivity periods.
The Debtor is currently involved in litigation with RR1050
regarding Debtor's assertion of ownership of the Subject Property,
and the nature and amount of RR1050's secured claim. While the
issues raised by the pending litigation are not completely novel,
as there is ample California caselaw establishing the criteria for
determining that an option agreement is actually a disguised
financing and loan transaction, the current posture of the
litigation, with a motion to dismiss pending, makes it virtually
impossible to propose terms of a plan of reorganization or to
engage in any meaningful negotiations with RR1050.
The Debtor asserts that its request for an extension of exclusivity
is made in good faith, and not for the improper purpose of delay,
to gain advantage in negotiations with any claimants, or to
pressure creditors to accede to the terms of its plan. The
extension of exclusivity is necessary to allow progress in the
pending litigation with RR1050 and either clarify Debtor's
ownership rights to the Subject Property and ability to convey
title through a sale process or to obtain a refinancing of the
RR1050 debt, before Debtor is required to proceed with the plan
process.
Sunmeadows, LLC is represented by:
Robert P. Goe, Esq.
GOE FORSYTHE & HODGES, LLP
17701 Cowan, Suite 210
Irvine, CA 92614
Tel: (949) 798-2460
Fax: (949) 955-9437
Email: rgoe@goeforlaw.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.
SUNSTOCK INC: Posts $261K Net Income in Second Quarter
------------------------------------------------------
Sunstock, Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q reporting net income of $261,444
on $3.01 million of revenues for the three months ended June 30,
2024, compared to a net loss of $160,511 on $3.16 million of
revenues for the three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported net
income of $262,824 on $3.29 million of revenues, compared to a net
loss of $172,157 on $6.50 million of revenues for the six months
ended June 30, 2023.
As of June 30, 2024, the Company had $2.51 million in total assets,
$879,609 in total liabilities, and $1.63 million in total
stockholders' equity.
Sunstock stated, "The Company has not posted annual operating
income since inception. It has an accumulated deficit of
$65,647,268 as of June 30, 2024. The Company's continuation as a
going concern is dependent on its ability to generate sufficient
cash flows from operations to meet its obligations, which it has
not been able to accomplish to date, and /or obtain additional
financing from its stockholders and/or other third parties.
Therefore, there is substantial doubt about the Company's ability
to continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1559157/000149315224033399/form10-q.htm
About Sunstock
Sacramento, Calif.-based Sunstock, Inc. engages in buying, selling
and distribution of precious metals, primarily gold. The Company
emphasizes investment in enduring assets that it believes may
provide 'resource to retail' conversion upside.
Spokane, Wash.-based Fruci & Associates II, PLLC, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated April 2, 2024, citing that the Company has 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.
SUSTAITA PROPERTIES: Property Sale Proceeds to Fund Plan
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Sustaita Properties 316 Ezell Drive LLC filed with the U.S.
Bankruptcy Court for the Northern District of Texas a Disclosure
Statement describing Chapter 11 Plan dated August 5, 2024.
The Debtor is a Texas limited liability company which owns and
operates a real property asset located in Desoto, Texas.
The primary cause of this bankruptcy filing was the acceleration of
certain notes held by Regions Bank coupled with a pending
foreclosure.
The Debtor will be seeking authority to enter into a Lease
Agreement respecting the Property before the end of August, 2025.
It is the Debtor's best business judgment that entering into the
Lease Agreement will produce the best possible sale price for the
Property.
The Debtor's sole asset is the Property. There are no business
operations conducted by the Debtor on the Property. Debtor
presently receives no revenue from Property.
The Plan provides for a distribution of the Sale Proceeds to the
holders of Allowed Claims and Allowed Interests according to
priority as established by the Bankruptcy Code.
Class 3 consists of Non-priority unsecured Claims against Debtor.
No monies shall be distributed to the members of Class 3 until the
holders of Allowed Class 1A, 1B, and 2, if any, are paid in full.
Thereafter each holder of an Allowed Unsecured Claim in Class 3
shall be paid by PostConfirmation Debtor from the Sales Proceeds on
or before the Distribution Date. The allowed unsecured claims total
$200,000.00. This Class is impaired.
Class 4 consists of the holders of Allowed Interests in the Debtor.
The holder of an Allowed Class 4 Interest shall retain their
interests in the Post-Confirmation Debtor and shall receive
distributions, if any, in accord with the terms of this Plan and
the Debtor's membership agreement. In no event shall distributions
be made to the holder of an Allowed Interest in Class 4 until all
Allowed Creditor Claims are paid in full.
This is a liquidating Plan. Sole source of plan funding will be
derived from the sale of the Property and any Sales Proceeds
derived therefrom.
On the Effective Date, the PostConfirmation Debtor shall be
authorized to employ a broker to sell the Property free and clear
of all Liens, Claims, or other encumbrances without the need of
further Court Order.
A full-text copy of the Disclosure Statement dated August 5, 2024
is available at https://urlcurt.com/u?l=ZujXU1 from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Robert T. DeMarco, Esq.
Michael S. Mitchell, Esq.
DeMarco Mitchell, PLLC
12770 Coit Road, Suite 850
Dallas, TX 75251
Tel: (972) 578-1400
Fax: (972) 346-6791
Email: robert@demarcomitchell.com
mike@demarcomitchell.com
About Sustaita Properties 316 Ezell
Sustaita Properties 316 Ezell LLC is a Texas limited liability
company which owns and operates a real property asset located in
Desoto, Texas.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex.
Case No. 24-31347) on May 6, 2024, disclosing under $1 million in
both assets and liabilities. The Debtor tapped DeMarco Mitchell,
PLLC, as counsel.
TERRA MANAGEMENT: Trustee Taps Keen-Summit and Colliers as Brokers
------------------------------------------------------------------
Jeffrey A. Weinman, as sale trustee and litigation trustee of Terra
Management Group, LLC and Littleton Main Street, LLC, seeks
approval from the U.S. Bankruptcy Court for the District of
Colorado to employ Keen-Summit Capital Partners LLC and Colliers,
Bennet & Kahnweiler, Inc. d/b/a/ Colliers International Denver as
brokers.
The brokers will assist with the listing and sale of the Debtor
Main Street's low income housing complex in Littleton, Colorado.
Keen-Summit and Colliers have waived any retainers from the
Debtors' estates. The Trustee proposes compensation in the form of
transaction fees of 7 percent of gross proceeds. That transaction
fee will be split between Keen-Summit and Colliers, and they will
also be reimbursed actual marketing and sale expenses at closing.
As disclosed in the court filings, neither Keen-Summit nor Colliers
holds or represents an interest adverse to the Debtors, the
estates, or any other party in interest for purposes of serving as
Sec. 327(a) professionals.
The brokers can be reached through:
Harold Bordwin
Keen-Summit Capital Partners LLC
1 Huntington Quadrangle, Suite 2C04
Melville, New York 11747
Tel: (646) 381-9201
Email: hbordwin@keen-summit.com
- and -
Craig Stack
Bennet & Kahnweiler, Inc.
d/b/a/ Colliers International Denver
4643 S Ulster St
Denver, CO 80237
Phone: 720-833-4602
Email: Craig.Stack@colliers.com
About Terra Management Group and
Littleton Main Street
Terra Management Group, LLC is an Englewood, Colo.-based company
engaged in activities related to real estate.
Terra Management Group and Littleton Main Street, LLC filed their
voluntary petitions for Chapter 11 protection (Bankr. D. Colo. Lead
Case No. 21-15245) on Oct. 15, 2021. J. Marc Hendricks, president
and manager of Terra Management Group, signed the petitions. At the
time of the filing, Terra Management Group listed up to $100,000 in
assets and up to $50 million in liabilities while Littleton listed
as much as $50 million in both assets and liabilities.
The Hon. Kimberley H. Tyson is the case judge.
The Debtors tapped Michael J. Pankow, Esq., at Brownstein Hyatt
Farber Schreck, LLP as legal counsel, and Haynie & Company as tax
accountant.
TERRAFORM LABS: Seeks to Hire CAVU Securities as Investment Banker
------------------------------------------------------------------
Terraform Labs Pte. Ltd. and Terraform Labs Limited seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ CAVU Securities, LLC as investment banker.
The firm will provide these services:
a. assist in the development of financial data, analysis, and
presentations to the Debtors' Board of Directors, the Creditor's
Committee, and other parties;
b. prepare marketing materials for the sale of the Business
Assets, including presentations, virtual data rooms, and relevant
analyses for potential acquirers;
c. identify and engage with potential acquirers to market the
potential sale of the Business Assets;
d. assist the Debtors and potential acquirers in performing
due diligence for the Business Assets;
e. analyze and present any proposals submitted related to the
Business Assets;
f. assist the Debtors in evaluating potential proposals for
acquisition of the Business Assets; and
g. assist in the arranging and execution of a proposed sale or
multiple sales of the Business Assets.
The firm will be compensated as follows:
a. Monthly Fee: The Debtors shall pay a monthly advisory fee
of $40,000 per month. After four full months of Monthly Fees have
been received, each of the following Monthly Fee payments shall be
credited to any success fees due upon a sale.
b. Sale Fee: Upon the completion of any sale, the Debtors
shall pay a fee based on a percentage of the aggregate Transaction
Value, in accordance with the table set forth below. For the
avoidance of doubt, fees due will be based upon the aggregate
amount of the Transaction Value of all Sale transactions completed.
If the aggregate Transaction Value is greater than or equal to $20
million, the minimum Sale Fee shall be $1 million.
Aggregate Transaction Value Fee Percentage
Less than $5 million 2 percent
Greater than or equal to $5 million but
less than $7.5 million 3 percent
Greater than or equal to $7.5 million 5 percent
As disclosed in the court filings, CAVU Securities is a
"disinterested person" within the meaning of section 101(14) of the
Bankruptcy Code, and does not hold or represent an interest
materially adverse to the Debtors' estates.
The firm can be reached through:
Chris McMillan
CAVU Securities, LLC
800 3rd Ave
New York, NY 10022
Phone: (212) 916-3840
About Terraform Labs
Terraform Labs Limited's parent is Terraform Labs Pte. Ltd., a
software development company. Its Parent's primary business purpose
is to develop and support (i) software used to create and run the
current Terra blockchain network, which was started in May 2022,
and (ii) an entire suite of tools, protocols, and applications that
operate on the Terra Blockchain, making transactions on the network
easier, faster, and more user friendly.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-11481) on July 1, 2024,
with $100 million to $500 million in assets and $0 to $50,000 in
liabilities. Chris Amani, Head of Company Operations of Terraform
Labs Pte. Ltd., Director of Terraform Labs Limited, signed the
petition.
The Debtor tapped RICHARDS, LAYTON & FINGER, P.A. as local counsel;
WEIL, GOTSHAL & MANGES LLP as attorney; DENTONS US LLP as special
litigation counsel; WONGPARTNERSHIP LLP as special foreign counsel;
and ALVAREZ & MARSAL NORTH AMERICA, LLC as financial advisor.
TEXAS CORE: Seeks Court Nod to Sell Kilgore Property for $750,000
-----------------------------------------------------------------
Texas Core Energy, LLC asked the U.S. Bankruptcy Court for the
Northern District of Texas to approve the sale of its real property
in a private deal.
The buyer, Peter Lyden, offered $750,000 for the 4.25-acre property
located at 2103 East State Hwy. 31, Kilgore, Texas.
The property is being sold "free and clear" of liens and
encumbrances, with the net proceeds to be distributed to Pioneer
Bank FSB at closing.
Pioneer Bank holds a first lien against the property by virtue of a
deed of trust securing its claim of approximately $3.58 million.
This debt is further secured by Texas Core Energy's other assets,
including equipment, machinery, inventory and accounts receivable.
Julie Woods and Associates Real Estate Firm is assisting the
company with the sale.
A court hearing to approve the sale is scheduled for Sept. 25.
About Texas Core Energy
Texas Core Energy, LLC is engaged in the design and fabrication of
API Tanks and ASME Vessels. The company is based in Lubbock,
Texas.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Texas Case No. 23-50021) on Feb. 14,
2023, with up to $10 million in assets and up to $50 million in
liabilities. Taha Habib, manager, signed the petition.
Judge Robert L. Jones oversees the case.
Brad W. Odell, Esq., at Mullin Hoard & Brown, LLP, represents the
Debtor as legal counsel.
THERMOGENESIS: Delays 10-Q Filing Due to Financial Personnel Change
-------------------------------------------------------------------
ThermoGenesis Holdings, Inc. disclosed via Form 12b-25 filed with
the U.S. Securities and Exchange Commission it is unable without
unreasonable effort or expense, to timely complete its financial
statements and related disclosures required to be included in its
quarterly report on Form 10-Q for the quarter ended June 30, 2024,
due to the change of financial personnel.
About ThermoGenesis
ThermoGenesis Holdings, Inc. develops and commercializes a range of
automated technologies for cell-banking, cell-processing, and
cell-based therapeutics. Since the 1990s, ThermoGenesis Holdings
has been a pioneer in, and a leading provider of, automated systems
that isolate, purify, and cryogenically store units of
hematopoietic stem and progenitor cells for the cord blood banking
industry. The Company was founded in 1986 and is incorporated in
the State of Delaware and headquartered in Rancho Cordova, Calif.
New York, N.Y.-based Marcum LLP, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated April
15, 2024, citing that the Company has a significant working capital
deficiency, has incurred significant losses, and needs to raise
additional capital to grow its business, fund operating expenses,
and make interest payments. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
For the years ended December 31, 2023 and 2022, ThermoGenesis
incurred net losses of $18,819,000 and $11,812,000, respectively.
As of March 31, 2024, the Company had $10.09 million in total
assets, $11.17 million in total liabilities, and a total deficit of
$1.09 million.
THRIVIFY LLC: Court Says Trustee Can Reject Settlement Term Sheet
-----------------------------------------------------------------
In the adversary proceeding captioned as Revivify, LLC, a Colorado
limited liability company, et al., Plaintiffs, v. Thrivify LLC, an
Oregon limited liability company, et al., Defendants, Adv. Pro. No.
23-03027-dwh (Bankr. D. Ore.), Judge David W. Hercher of the United
States Bankruptcy Court for the District of Oregon granted the
motion filed by Kenneth Eiler, Chapter 11 Trustee for Thrivify,
LLC, to reject a prepetition settlement term sheet and entered a
judgment in favor of defendants.
This action addresses whether a term sheet among the direct or
indirect member-owners of Thrivify was a formed and enforceable
contract and whether plaintiffs are entitled to specific
performance or damages. Plaintiffs are Mark and Anita Adolf; Jeff
Carter; Retrac, LLC; and Revivify, LLC. Defendants are Terence
Christian (Chris) Blackburn; Sean Adrian Blackburn; Clutch
Industries, Inc.; SAK Oregon, LLC; Steelhead Properties, LLC; TDLS,
LLC; Thrive 1967, LLC; Thrive 1969, LLC; and Thrivify. Clutch and
Steelhead are controlled by the Blackburns. SAK is the state-court
receiver for Thrivify.
Thrivify has five members: Revivify, Retrac, the Thrive LLCs, and
TDLS. The members are owned or controlled, directly or indirectly,
by the following individuals: Revivify by the Adolfs, Retrac by
Carter, Thrive 1967 by Sean, Thrive 1969 by Chris, and TDLS by
Peter Hoover. The Blackburns directly or indirectly control Clutch
and Steelhead.
Thrivify owns real property in Sisters, Oregon, improved with an
assisted living facility operated by its subsidiary.The facility is
called the lodge.
The Partner Buyout and Settlement Term Sheet was signed on October
13 and 14, 2022. The Thrive LLCs agreed to buy Retrac's and
Revivify's membership interests in Thrivify, paying $1.2 million
for Retrac's and $1.5 million for Revivify's. Part of each price
was to be paid in installments guaranteed by Chris. The payments to
Retrac were to be secured by Thrivify's bare ground (not the land
with the lodge), and those to Revivify were to be secured by
property owned by Steelhead.
On October 21, 2022, a lawyer for the Thrive LLCs circulated
proposed drafts of five documents to carry out the term sheet: a
Settlement and Purchase Agreement -- longform agreement -- and for
each of Retrac and Revivify, a promissory note and trust deed.
Defendants named as parties to the longform agreement are Chris,
Clutch, SAK, TDLS, and the Thrive LLCs; Sean is not a party to the
agreement.
The complaint has four claims: for declaratory judgment, breach of
contract, specific performance, and reformation. The claim for
declaratory judgment requests a declaration that the longform
agreement and the loan and security documents as revised by
plaintiffs "constitute binding contracts." The claim for
reformation requests that, if necessary, the term sheet be reformed
to bind Chris and Steelhead.
At trial, plaintiffs submitted a proposed further revision of the
longform agreement. It provides for Eiler to sign and perform the
agreement on behalf of Thrivify.
In considering a trustee's proposed rejection of an executory
contract, a bankruptcy court need engage in "only a cursory review
of a trustee's decision to reject the contract. The court should
disapprove an action only if the court finds that the trustee's
"conclusion that rejection would be 'advantageous is so manifestly
unreasonable that it could not be based on sound business judgment,
but only on bad faith, or whim or caprice.'"
Eiler justifies his proposed rejection because:
(1) Thrivify's bare ground that the term sheet would require be
encumbered in favor of Retrac is unencumbered and likely the
primary source of recovery for unsecured estate creditors, and
(2) in Eiler's business judgment, rejection of the term sheet
and preservation of the bare ground is in the estate's best
interest.
Revivify and Carter objected to rejection, arguing that the court
should either defer action on the rejection motion until after
ruling on this action or deny rejection because the estate and "the
vast majority of its creditors" would receive "substantial
benefits" from assumption.
Judge Hercher says, "I cannot defer action on the rejection motion,
because the availability of some of the relief sought in this
action depends on whether the trustee assumes or rejects the term
sheet. Plaintiffs have not overcome the presumption that Eiler has
acted prudently, on an informed basis, in good faith, and in the
honest belief that rejection is in the estate's best interest. Nor
have they demonstrated that his conclusion that rejection would be
advantageous is so manifestly unreasonable that it could not be
based on sound business judgment, but only on bad faith, or whim or
caprice."
The term sheet requires a "full and complete release of all claims,
known or unknown, between each and all of the parties to this
agreement . . .." Because Thrivify is a term-sheet party,
consummation of the settlement would require it to release all
claims against the other parties.
According to the Court, because Thrivify is a debtor in bankruptcy,
claims it held before the petition date are property of the
bankruptcy estate. The sole estate representative is the trustee,
Eiler. A judgment awarding relief against Thrivify itself would be
meaningless, because Thrivify is not the real party in interest and
could neither pay damages nor comply with the term sheet if ordered
to do so, the Court says. Plaintiffs and Eiler both proceed as
though the complaint requests relief against the estate, not just
Thrivify as debtor, and that the relief sought against the estate
cannot be granted if Eiler can reject the term sheet.
Plaintiffs' right to equitable relief against Thrivify either arose
before the petition date, in which case it is reduced to a claim
under 101(5)(b), or it will arise when Eiler rejects the term
sheet, in which case it will be reduced to a claim under 365(g). In
either case, absent assumption of the term sheet, plaintiffs' right
to Thrivify's performance is a claim and can only be pursued
through the proof-of-claim procedure, the Court states.
The Court points out Thrivify's required release of claims against
other defendants is a material condition of the term sheet, and
because Eiler is entitled to reject the term sheet, the release is
impossible. Because that condition cannot be satisfied, plaintiffs
cannot enforce the term sheet against defendants by specific
performance, the Court holds.
According to Judge Hercher, "Because plaintiffs' entitlement to
specific performance in this action turns on Eiler's entitlement to
reject the term sheet, it would not have been possible for me to
postpone ruling on the rejection motion until after ruling on the
claims in this action."
The complaint requests a money judgment against all defendants for
more than $2.7 million. That amount is the sum of the payments to
be made for the membership interests in Thrivify held by Retrac and
Revivify.
The Adolfs and Revivify argue that the appropriate measure of
damages would be the unpaid purchase prices. Implicit in that
argument is that the membership interests to be sold are worthless.
The trial record includes no specific evidence of the interests'
value at any time, other than the purchase prices agreed to in the
October 2022 term sheet, the Court finds.
The record does not support a damage award, the Court holds.
"Because plaintiffs are not entitled to any of the remedies they
seek, I will forgo discussion of whether the term sheet and the
longform agreement are contracts that were formed and are otherwise
enforceable by plaintiffs against defendants -- and specifically
whether there are conditions to defendants' obligations under the
term sheet, in addition to Thrivify's required releases, that
cannot be satisfied," Judge Hercher concludes.
"In this action, I will enter judgment for defendants, and in the
main case I will grant Eiler's rejection motion. I will prepare the
judgment and main-case order."
A copy of the Court's decision dated August 12, 2024, is available
at https://urlcurt.com/u?l=KISIR1
About Thrivify LLC
Thrivify, LLC -- https://www.thelodgeinsisters.com -- owns and
operates an assisted living facility in Sisters, Ore., that
provides a variety of living options to choose from, including
independent living for active seniors, assisted living for those in
need of support with the activities of daily life, and short-term
respite stays.
Sisters, Ore.-based Thrivify was subject to an involuntary Chapter
11 petition (Bankr. D. Ore. Case No. 23-30538) filed on March 15,
2023. The alleged creditors who signed the petition are Clutch
Industries, Inc., Terence C Blackburn, and Sean A Blackburn.
Judge David W. Hercher oversees the case.
Kenneth S. Eiler, Chapter 11 trustee for Thrivify, tapped Lane
Powell, PC as legal counsel and Bennington & Moshofsky, P.C. as
accountant.
TITAN ENVIRONMENTAL: Narrows Net Loss to $2.35MM in Fiscal Q2
-------------------------------------------------------------
Titan Environmental Solutions, Inc. filed with the U.S. Securities
and Exchange Commission its Quarterly Report on Form 10-Q reporting
a net loss of $2,353,969 on $2,661,183 of revenue for the for the
three months ended June 30, 2024, compared to a net loss of
$22,904,048 on $1,827,245 of revenues for the three months ended
June 30, 2023.
For the six months ended, the Company reported a net loss of
$4,612,913 on $4,416,933 of revenues, compared to a net loss of
$23,568,649 on $2,961,572 of revenues for the same period in 2023.
The working capital of the Company was a deficit of $15,065,882 as
of June 30, 2024 (deficit of $10,935,108 as of December 31, 2023).
As a result of these factors, management has concluded that there
is substantial doubt about the Company's ability to continue as a
going concern for 12 months.
Management's plans include raising capital through issuances of
equity and debt securities and minimizing operating expenses of the
business to improve the Company's cash burn rate. The Company has
been successful in attracting substantial capital from investors
interested in the current public status of the Company that has
been used to support its ongoing cash outlays. This includes $1.4
million in notes payable, $4.2 million raised in an offering of
Series B Preferred Stock, less offering costs of $290,390, and
$2,653,105 of warrants during the six months ended June 30, 2024.
The Company believes, but cannot guarantee, it will continue to be
able to attract capital from outside sources as it pursues a move
to a national stock exchange. The Company has engaged a qualified
investment bank to assist in the potential uplisting of its common
stock and simultaneous raise of capital. In addition, the Company's
revenue continues to grow and management expects the Company to
shrink its net losses over the upcoming quarters through organic
and acquisitive growth. The Company has identified a plan to
decrease expenses going forward to reduce its cash burn.
As of June 30, 2024, the Company had $41,603,902 in total assets,
$24,707,879 in total liabilities, $6,899,967 in mezzanine equity,
and $9,996,056 in total stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/4zw3wsre
About Titan Environmental
Bloomfield Hills, Mich.-based Titan Environmental Solutions, Inc.
is a professional service firm that provides consultation on
regulatory compliance to departments at corporations, public
agencies, and residential communities to ensure that its clients
are aware of and take steps to comply with relevant laws and
regulations. The firm also offers solutions to remove the risk
caused by harmful environmental hazards.
The Company cautioned in its Form 10-Q Report for the quarterly
period ended March 31, 2024, that substantial doubt exists about
its ability to continue as a going concern. According to the
Company, for the three months ended March 31, 2024, the Company had
a net loss of $2,258,944. The working capital of the Company was a
deficit of $13,123,723 as of March 31, 2024 (deficit of $10,935,108
as of December 31, 2023). The March 31, 2024 working capital
deficiency includes $2,257,090 of principal repayments from the
Michaelson Note due by June 30, 2024; the Company currently does
not have sufficient funds to repay this debt. As a result of these
factors, management has concluded that there is substantial doubt
about the Company's ability to continue as a going concern for a
period of 12 months.
TYCO GROUP: Unsecureds to Recover 3% in Liquidating Plan
--------------------------------------------------------
Tyco Group LLC, filed with the U.S. Bankruptcy Court for the
Eastern District of California a Plan of Liquidation for Small
Business dated August 2, 2024.
The Debtor is a Limited Liability Company formed on February 25,
2015. The Debtor's equity security holder is lmran Damani, who is
also the President of the Debtor. The Debtor operates one Popeyes
franchise restaurant at 3295 Palm Avenue, San Diego, CA.
Commercial Multi-Tenant Lease agreement dated August 8, 2017 for
the 3295 Palm Avenue, San Diego premises. The lease has a term of
10 years with an expiration date set for December 31, 2027. The
current base rent is $8,100.00. Debtor paid $5,000 security deposit
with the landlord. The lease contains an Option to Extend for 4
additional 60 months.
The Debtor has a franchise agreement with Popeyes Louisiana
Kitchen, Inc. for the San Diego location, which it intends to
assume.
The Debtor is funding its Plan from the sale of its restaurant in
San Diego, CA. The Debtor has an interested buyer for $335,000 and
received the Letter of Intent and will be filing a Section 363 sale
motion. The final Plan payment is expected to be paid when the
Debtor sells its San Diego restaurant.
This Plan of Reorganization proposes to pay creditors of the Debtor
from the sale of its Popeyes Franchise Restaurant it current
operates in San Diego.
Class 3(a) consists of General Unsecured Creditors, Excluding the
San Diego Lease which is classified in Class 3(b) and the Popeyes
Franchise Fee which is classified in Class 3(c). The total amount
of the allowed general unsecured claims is $242,080.77. Based on
the liquidation analysis and the income valuation of the Debtor's
assets, the holders of allowed general unsecured claims will be
receiving an estimated 3% pro-rata distribution through the plan.
The distribution to allowed general unsecured claims will be made
in one installment payment following the sale of the Debtor's San
Diego restaurant. This Class is impaired.
Class 3(b) consists of Landlord for the San Diego lease for
pre-petition arrears. The total amount of the allowed general
unsecured claims is $147,963.54. The Debtor will pay the
$147,963.54 in one installment payment following the sale of the
San Diego Popeyes restaurant. This Class is impaired.
Class 3(c) consists of Popeyes Louisiana Kitchen for pre-petition
royalties, advertising and related fees for the San Diego
restaurant. The total amount owed to Popeyes is $22,344.83. The
Debtor will pay the $22,344.63 to Popeyes in one installment
payment following the sale of the San Diego Popeyes restaurant.
This Class is impaired.
Class 4 consists of Equity security holders of the Debtor. The
equity security holder of the Debtor is lmran Damani. Mr. Damani is
the President and 100% equity security holder of the Debtor. He
does not hold a pre-petition or a post-petition claim against the
Debtor.
The Debtor proposes to fund its Plan from the sale of the San Diego
location. The Debtor received a letter of intent for $335,000 and
will be filing a sale motion with the Court.
A full-text copy of the Liquidating Plan dated August 2, 2024 is
available at https://urlcurt.com/u?l=zPfYy0 from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Michael Jay Berger, Esq.
Law Offices of Michael Jay Berger
9454 Wilshire Boulevard, 6th Floor,
Beverly Hills, CA 90212
Telephone: (310) 271-6223
Facsimile: (310) 271-9805
Email: rnichael.bergerbankruptcypower.com
About Tyco Group
Tyco Group operates one Popeyes franchise restaurant at 3295 Palm
Avenue, San Diego, CA.
The Debtor filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 24-11016) on
April 22, 2024, listing $50,001 to $100,000 in assets and
$1,000,001 to $10 million in liabilities.
Judge Rene Lastreto II presides over the case.
Michael Jay Berger, Esq. at the Law Offices of Michael Jay Berger
represents the Debtor as counsel.
VIDEO RIVER: Posts $21,139 Net Loss in Fiscal Q2
------------------------------------------------
Video River Networks, Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $21,139 for three months ended June 30, 2024, as
compared to net income of $453,422 for the three months ended June
30, 2023.
The Company recorded $0 in revenue for the three months ended June
30, 2024, as compared to $773,438 for the same period of June 30,
2023. Total operating expenses for the three months ended June 30,
2024, was $21,139 as compared to $121,444 in the same period in,
2023, due to decreased operating activities, namely, the halt in
our real estate operations, no consultants fees, during the period
ended June 30, 2024.
Net income for six months ended June 30, 2024, was $1,495,191 as
compared to Net Income of $735,334 for the six months ended June
30, 2023. The increase in Net Income was singularly related to the
disposition of an operating subsidiary in exchange for cash payment
of $1,562,067 payable in two hundred and forty (240) equal monthly
payments of $6,510, beginning on July 1, 2024.
The Company recorded $0 in revenue for the six months ended June
30, 2024, as compared to $1,154,370 for the same period of June 30,
2023. Total operating expenses for the six months ended June 30,
2024, was $66,876 as compared to $160,365 in the same period in,
2023, due to decreased operating activities, namely, the halt in
our real estate operations, no consultants fees, during the period
ended June 30, 2024.
For the period ended June 30, 2024, the Company an accumulated
deficit of $17,895,801.
As of June 30, 2024, the Company had $1,562,602 in total assets,
$69,406 in total liabilities, and $1,493,196 in total stockholders'
equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/yrn5tvwa
About Video River
Headquartered in Torrance, California, Video River Networks, Inc.
is a technology firm that operates and manages a portfolio of
Electric Vehicles, Artificial Intelligence, Machine Learning, and
Robotics ("EV-AI-ML-R") assets, businesses, and operations in North
America. The Company's target portfolio businesses and assets
include operations that design, develop, manufacture, and sell
high-performance fully electric vehicles and design, manufacture,
install, and sell Power Controls, Battery Technology, Wireless
Technology, and Residential utility meters and remote,
mission-critical devices mostly engineered through Artificial
Intelligence, Machine Learning, and Robotic technologies.
Newhall, California-based DylanFloyd Accounting & Consulting, the
Company's former auditor, issued a "going concern" qualification in
its report dated April 15, 2024, citing that the Company has an
accumulated deficit of $15,898,383 for the year ended December 31,
2023. These factors raise substantial doubt about the Company's
ability to continue as a going concern.
WESTERN REGIONAL: Seeks to Hire TRG Realty as Real Estate Broker
----------------------------------------------------------------
Western Regional Properties, LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
TRG Realty Co., Inc. as real estate broker.
The Debtor's schedule A/B lists two properties held for sale as
tenancies-in-common, 119 and 119½ South Westlake Avenue, Los
Angeles, California 90057 and a 50 percent interest in the
underlying fee. It has been the Debtor's overall plan to renovate
all four units of the property and to sell them as
tenants-in-common properties.
The realtor has examined the property and has agreed to advertise
and show the property to interested parties, to represent the
estate as seller in connection with the sale of the property, and
to advise the Debtor with respect to obtaining the highest and best
offer available in the present market.
The broker will receive a commission in an amount equal to 6
percent of the purchase price.
Elizabeth McDonald, an agent with TRG Realty Co., assured the court
that she has no adverse interest in the estate and is a
disinterested person within the meaning of Bankruptcy Code section
101(14).
The agent can be reached through:
Elizabeth McDonald
TRG Realty Co., Inc.
4760 York Blvd
Los Angeles, CA 90042
Phone: (323) 913 1443
About Western Regional Properties
Western Regional Properties, LLC, owns, as tenant-in-common,
properties in Los Angeles, Calif., valued at $1.3 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10860) on May 28,
2024. In the petition signed by Temidayo Akinyemi, managing member,
the Debtor disclosed $1,374,512 in total assets and $934,036 in
total liabilities.
Judge Martin R. Barash oversees the case.
Richard T. Baum, Esq., represents the Debtor as legal counsel.
WORKHORSE GROUP: Posts $26.3 Million Net Loss in Fiscal Q2
----------------------------------------------------------
Workhorse Group Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $26.3 million on $842,440 of sales for the three months ended
June 30, 2024, compared to a net loss of $23 million on $3.97
million of sales for the three months ended June 30, 2023.
For the six months ended, the Company reported a net loss of $55.5
million on $2.1 million of sales, compared to a net loss of $48
million on $5.7 million of sales for the same period in 2023.
As of June 30, 2024, the Company had $5.3 million of cash and cash
equivalents, accounts receivable of $0.8 million, inventory, net of
$46.5 million and accounts payable of $10.5 million. As of June 30,
2024, the Company had working capital of $17.8 million and an
accumulated deficit of $807 million.
Management Commentary
"During the second quarter, we continued to advance our EV product
roadmap and worked diligently to gain momentum with prospective
customers," said Workhorse CEO Rick Dauch. "We successfully
executed field demonstrations with multiple national fleets,
secured new dealer partnerships, and generated local and state
governmental interest through our recently awarded Sourcewell
contract for procurement in the category of Class 4-8 cab chassis
and related equipment, accessories, and services. We are also doing
the R&D work we believe is necessary to expand our product offering
by introducing the W56 208-inch wheelbase, 1200 cubic feet cargo
capacity vehicle. Production for this truck is expected to begin in
the fourth quarter of this year, and we've already received our
first order."
Mr. Dauch concluded, "While we made important progress during the
quarter, our financial results reflect that we still have
significant work ahead of us to achieve our goals. We continue to
have productive conversations with prospective customers and are
optimistic that EV adoption rates will accelerate in 2025. At the
same time, we are making disciplined and thoughtful decisions to
preserve our cash and extend our financial runway. We remain
optimistic about the long-term market opportunity for the
transition to EV technology in the Class 4-6 work truck segment."
As of June 30, 2024, the Company had $105.4 million in total
assets, $46.7 million in total liabilities, and $58.6 million in
total stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/uhf6r7kz
About Workhorse Group
Workhorse Group Inc. -- http://www.workhorse.com-- is a technology
company focused on providing electric vehicles to the last-mile
delivery sector. As an American original equipment manufacturer,
the Company designs and builds high-performance, battery-electric
trucks. Workhorse also develops cloud-based, real-time telematics
performance monitoring systems that are fully integrated with its
vehicles and enable fleet operators to optimize energy and route
efficiency. All Workhorse vehicles are designed to make the
movement of people and goods more efficient and less harmful to the
environment.
Cincinnati, Ohio-based Grant Thornton LLP, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated March 12, 2024, citing that the Company incurred a net loss
of $123.9 million and used $123.0 million of cash in operating
activities during the year ended December 31, 2023. As of that
date, the Company had total working capital of $40.5 million,
including $25.8 million of cash and cash equivalents, and an
accumulated deficit of $751.6 million. These conditions, along with
other matters, raise substantial doubt about the Company's ability
to continue as a going concern.
YELLOW CORP: Seeks to Hire CBRE Inc as Real Estate Broker
---------------------------------------------------------
Yellow Corporation and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ CBRE, Inc.
as real estate broker.
The firm's services include:
(a) advising and representing the Debtors by providing
disposition services, including sale, leasing, subleasing and lease
termination and/or buyout services, as applicable, for the Debtors'
Facilities; and
(b) marketing the designated Facilities using such
advertising, canvassing, solicitation of licensed tenant
representative brokers, and other promotional and marketing
activities as set forth in the Agreement and as the Debtors and
CBRE may otherwise agree upon.
The firm will be compensated as follows:
a. Debtors shall pay to CBRE a Fee for each and every sale of
an owned designated Facility consummated during the Term or
applicable Tail Period in accordance with the rates set forth on
Exhibit B of the Addendum to the Engagement Letter; and
b. Debtors shall pay to CBRE a Fee for each and every sublease
of a designated Facility leased by the Debtors and for each and
every lease of a designated Facility owned by the Debtors, in each
case as consummated during the Term or applicable Tail Period and
in accordance with the rates set forth on Exhibit B of the Addendum
to the Engagement Letter.
c. If CBRE is requested to provide lease termination services
with respect to a leased designated Facility and such lease
termination is consummated during the Term or applicable Tail
Period, CBRE shall be paid a fee calculated as 5 percent of the
Debtor’s remaining lease obligations that are avoided through
such termination.
d. If CBRE is requested to renegotiate any existing leased or
subleased designated Facility for the Debtors and such
renegotiation is consummated during the Term or applicable Tail
Period, CBRE shall be paid a fee by a Debtor calculated as 5.0
percent of the aggregate gross rental reduction over the remaining
term of such lease.
Kimber Kinsley, a managing director at CBRE, 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:
Kimber Kinsley
CBRE, Inc.
8888 Keystone Crossing, Suite 1000
Indianapolis, IN 46240
Telephone: (317) 269-1000
Facsimile: (317) 637-4404
Email: Kimber.Kinsley@cbre.com
About Yellow Corporation
Yellow Corporation -- http://www.myyellow.com/-- operates
logistics and less-than-truckload (LTL) networks in North America,
providing customers with regional, national, and international
shipping services throughout. Yellow's principal office is in
Nashville, Tenn., and is the holding company for a portfolio of LTL
brands including Holland, New Penn, Reddaway, and YRC Freight, as
well as the logistics company Yellow Logistics.
Yellow Corporation and 23 affiliates concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 23-11069) on August 6, 2023, before
the Hon. Craig T. Goldblatt. As of March 31, 2023, Yellow
Corporation had $2,152,200,000 in total assets against
$2,588,800,000 in total liabilities. The petitions were signed by
Matthew A. Doheny as chief restructuring officer.
The Debtors tapped Kirkland & Ellis, LLP as restructuring counsel;
Pachulski Stang Ziehl & Jones, LLP as Delaware local counsel;
Kasowitz, Benson and Torres, LLP as special litigation counsel;
Goodmans, LLP as special Canadian counsel; Ducera Partners, LLC, as
investment banker; and Alvarez and Marsal as financial advisor.
Epiq Bankruptcy Solutions is the claims and noticing agent.
Milbank LLP serves as counsel to certain investment funds and
accounts managed by affiliates of Apollo Capital Management, L.P.
while White & Case, LLP and Arnold & Porter Kaye Scholer, LLP serve
as counsels to Beal Bank USA and the U.S. Department of the
Treasury, respectively.
On Aug. 16, 2023, the U.S. Trustee for Region 3 appointed an
official committee of unsecured creditors in the Chapter 11 cases.
The committee tapped Akin Gump Strauss Hauer & Feld, LLP and
Benesch, Friedlander, Coplan & Aronoff, LLP as counsels; Miller
Buckfire as investment banker; and Huron Consulting Services, LLC,
as financial advisor.
[^] BOOK REVIEW: The Luckiest Guy in the World
----------------------------------------------
Author: Boone Pickens
Publisher: Beard Books
Paperback: US$34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at:
http://www.beardbooks.com/beardbooks/the_luckiest_guy_in_the_world.html
"This is the story of a man who turned a $2,500 investment into
America's largest independent oil company in thirty years and along
the way discovered that something is terribly wrong with corporate
America. Mesa Petroleum is the company, and I'm the man." Thus
begins the autobiography of Boone Pickens, who prefers to be
referred to without his first initial, "T."
Mr. Pickens' autobiography was originally published in 1987, at the
end of the rollercoaster years when he was one of the most famous
(or infamous, depending on your point of view) and most-feared
corporate raiders during a decade known for corporate raiding. For
the 2000 Beard Books edition, Pickens wrote an additional five
chapters about the subsequent, equally tumultuous, 13 years, during
which time he suffered corporate raiders of his own, recapitalized,
and retired, only to see his beloved company merge with Pioneer.
One of his few laments is being remembered mainly for the
high-profile years, rather than for the company he built from
virtually nothing.
Of the takeover attempts, he says:
"I saw undervalued assets in the public marketplace. My game plan
with Gul, Phillips, and Unocal wasn't to take on Big Oil. Hell,
that wasn't my role. My role was to make money for the stockholders
of Mesa. I just saw that Big Oil's management had done a lousy job
for their stockholders."
He would prefer to be known as a champion of the shareholder rights
movement, which prompted big corporations to become more responsive
to the needs and demands of their stockholders. He founded the
United Shareholders Association, a group that successfully lobbied
for changes in corporate governance. In a memorable interview in
the May/June 1986 Harvard Business Review, Pickens said, "Chief
executives, who themselves own few shares of their companies, have
no more feeling for the average stockholder than they do for
baboons in Africa."
Boone Pickens was born in 1928 in Holdenville, Oklahoma. His
grandfather was Methodist missionary to the Indians there; his
father was a lawyer and small player in the oil business. People in
Holdenville worked hard and used such expressions as "Root hog or
die," meaning "Get in and compete or fail."
The family later moved to Amarillo, Texas, where Pickens went to
Texas A&M for one year, but graduated from Oklahoma State
University in 1951 with a degree in geology. He worked at Phillips
Petroleum for three years, and then, despite growing family
obligations, struck out on his own. His wife's uncle told him,
"Boone, you don't have a chance. You don't know anything."
This book is a wonderful read. Pickens pulls no punches, and is as
hard on himself as anyone else. He talks about proxy fights,
Texas-Oklahoma football games, his three marriages, poker, takeover
strategies, and unfair duck hunting practices, all in the same easy
tone. You feel like he's sitting right there in the room with
you.
Pickens ends the introduction to this story with this:
"How I got from a little town in Eastern Oklahoma to the towers of
Wall Street is an exciting, unlikely, sometimes painful story. And,
if you're young and restless, I'm hoping you'll make a journey
similar to mine."
Root hog or die!
Thomas Boone Pickens Jr. -- https://boonepickens.com/ -- was an
American business magnate and financier. Among his lengthy
accolades, Time magazine has identified him one of it 100 most
influential people, Financial World named him CEO of the Decade in
1989 and Oil and Gas Investor identified him as one of the "100
Most Influential People of the Petroleum Century." He was born in
May 1928. He died September 11, 2019.
*********
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.
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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
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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
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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
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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
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*** End of Transmission ***