/raid1/www/Hosts/bankrupt/TCR_Public/240903.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, September 3, 2024, Vol. 28, No. 246
Headlines
1100 REBA MCENTIRE: Voluntary Chapter 11 Case Summary
1847 HOLDINGS: Settles Note With Wilhelmsen Trust for $831K
288 4TH LLC: Case Summary & Three Unsecured Creditors
301 W NORTH: Plan Exclusivity Period Extended to December 23
3400 REMINGTON: Voluntary Chapter 11 Case Summary
506 ROUTE 17: Claims to be Paid from Income & Asset Sale/Refinance
ABSOLUTE DIMENSIONS: Unsecureds to Split $66K over 41 Months
ACCELERATE DIAGNOSTICS: Meets Nasdaq Market Value Requirement
AGILE THERAPEUTICS: Doug Mastrangeli Holds 5.1% Equity Stake
AMERICAN LEGION: Unsecureds Will Get 50% of Claims in Plan
AMERICAN TITANIUM: Plan Exclusivity Period Extended to Nov. 27
AMERICANN INC: Director J. Tyler Opel Resigns
AN GLOBAL: Hires Grant & Eisenhofer as Special Counsel
ARCADIAN RESOURCES: Case Summary & 14 Unsecured Creditors
ARENA GROUP: Amends Simplify Agreement to Obtain Up to $50MM Loan
ARENA GROUP: Terminates Business Combination Agreement
ASPIRA WOMEN'S: Files Prelim Prospectus for Resale of 2.57M Shares
AUDACY INC: Court OKs DIP Forbearance Agreement
AWAD ODEH: Must Defend Against Shukairy Suit
AWAD ODEH: Salameh Dismissed from Zahdan Suit
BAYOU CITY SMILES: Unsecureds Will Get 8.7% of Claims over 5 Years
BEBCO ENVIRONMENTAL: Case Summary & 20 Top Unsecured Creditors
BEECH TREE: Hires Ross Buehler Falk & Company LLP as Accountant
BETTER CHOICE: Fiscal Q2 Revenue Up 8%; Net Income Rises By 190%
BL SANTA FE: Bankruptcy Court Retains Jurisdiction of HRV Case
BROCATO'S SANDWICH: Unsecureds to Split $5K via Quarterly Payments
CAMBRIAN HOLDING: Lease Assignment to American Resources Valid
CAREER MATCHING: Unsecureds Will Get 32.95% of Claims in Plan
CBDMD INC: Gets NYSE American Extension Until December 2025
CEMTREX INC: Fails to Meet Nasdaq Equity and Bid Price Requirements
CHARA SOFTWARE: Daniel Etlinger Named Subchapter V Trustee
CLARITY DIAGNOSTICS: Case Summary & 20 Largest Unsecured Creditors
COLUMBINE HEIGHTS: Case Summary & Nine Unsecured Creditors
COMTECH TELECOM: CSNTI President Holds 10,610 Common Shares
COMTECH TELECOM: Doug Houston Holds 4,138 Shares, 9,586 RSUs
CYANOTECH CORP: All Proposals Approved at Annual Meeting
CYANOTECH CORP: Jennifer Rogerson Appointed VP of Finance
DRIVEN BRANDS: S&P Alters Outlook to Negative, Affirms 'B+' ICR
DS TEXAS: Voluntary Chapter 11 Case Summary
EPIC COMPANIES: Committee Seeks to Hire Stinson LLP as Counsel
EXELA TECHNOLOGIES: S&P Withdraws 'CCC' Issuer Credit Rating
FARM CUP: Updates Unsecured Claims Pay Details
FLUENT INC: Phillip Frost, M.D. Holds 22.5% Equity Stake
FOREST BEND: Voluntary Chapter 11 Case Summary
GLENDA SWARTZ: Hires Mccrate Delaet & Company as Accountant
GLOBAL LEADERSHIP: S&P Affirms 'BB-' Rating on 2020A-B Revenue Bond
HAMMER FIBER: Reports Net Loss of $504,467 in Fiscal Q3
HIGH WIRE: Reports Net Income of $4.8 Million in Fiscal Q2
ILUSTRATO PICTURES: Narrows Net Loss to $548,021 in Fiscal Q2
JGA DEVELOPMENT: U.S. Trustee Appoints Creditors' Committee
KINETIC ENTROPY: Hires Lake Forest Bankruptcy II APC as Counsel
KING'S MOVING: Case Summary & 20 Largest Unsecured Creditors
LA HACIENDA: Hires Freeman Firm P.C. as Special Counsel
LFTD PARTNERS: Appoints Sharial Howard to Board of Directors
LIDO 10 LLC: Hires RHM Law LLP as General Bankruptcy Counsel
MAGIPORT GROUP: Voluntary Chapter 11 Case Summary
MAT TRANSPORT: Hires LevRose Commercial as Broker
MAT TRANSPORT: U.S. Trustee Unable to Appoint Committee
MEDALLION GATHERING: S&P Places 'B+' ICR on CreditWatch Positive
MEIER'S WINE: Hires GLC Advisors & Co. as Investment Banker
MEIER'S WINE: Hires Richards Layton & Finger P.A. as Co-Counsel
MEIER'S WINE: Seeks to Hire Jones Day as Legal Counsel
MENO ENTERPRISES: Plan Exclusivity Period Extended to Jan. 2, 2025
NAJAR TRUCKING: Edward Burr Named Subchapter V Trustee
NORDICUS PARTNERS: GK Partners Holds 45.2% Stake
NUMBER HOLDINGS: Plan Exclusivity Period Extended to Nov. 4
OCEAN POWER: Appoints Moss Adams as New Independent Auditor
ODYSSEY HEALTH: Receives $300K Under Note Agreement
OLIVER 889: Amends Unsecureds & Newtek Secured Claims Pay
ONE TABLE: Hires CR3 Partners LLC as Financial Advisor
ONE TABLE: Hires Hilco Corporate Finance as Investment Banker
ONE TABLE: Hires Keen Summit Capital as Real Estate Advisor
ONE TABLE: Hires Raines Feldman Littrell as Delaware Counsel
ONE TABLE: Hires Shulman Bastian Friedman & Bui LLP as Counsel
OVIEDO-CLERMONT ROOFING: Unsec. to Get Share of Income for 3 Years
PINEAPPLE ENERGY: 2 Board Members Resign; S. Hollis Named Director
PORTAL DE CAGUAS: SL Funding Wins Bid for Sanctions v. Lenders
PROFESSIONAL DIVERSITY: Rebrands Job Board Operation as TalentAlly
PROS HOLDINGS: Appoints Jennifer Biry to Board of Directors
PROSPER ASSISTED: Voluntary Chapter 11 Case Summary
R. GREGORY INVESTMENTS: Case Summary & One Unsecured Creditor
RED LOBSTER: Credera Enterprises Steps Down as Committee Member
RMLJ HOLDINGS: Hires Desert Mountain Realty as Broker
RYLEE & COMPANY: Voluntary Chapter 11 Case Summary
SENMIAO TECHNOLOGY: Unit Completes Acquisition Deal With Jiangsu
SILVER WAVE: Case Summary & One Unsecured Creditor
SILVERROCK DEVELOPMENT: U.S. Trustee Unable to Appoint Committee
SOBR SAFE: Files Form S-1 for Resale of 20.6M Common Shares
SPLASH BEVERAGE: Sells $2.05MM in Convertible Notes and Warrants
SPORTS INTERIORS: Hires Jenkins Law Group as Special Counsel
SPORTS INTERIORS: Hires Michael J. Roberts as Accountant
T & U INVESTMENTS: Jody Corrales Named Subchapter V Trustee
TARGET GROUP: Extends Maturity Date of Original Loan to May 2025
TERRAFORM LABS: Updates Unsecured Claims Pay; Files Amended Plan
TJC SPARTECH: S&P Downgrades ICR to 'CCC-', Outlook Negative
TOPHILL LLC: Voluntary Chapter 11 Case Summary
TREMONT CHICAGO: Seeks to Extend Plan Exclusivity to Nov. 18
TYKARAH INFANT: Yann Geron Named Subchapter V Trustee
UNICORNS AND UNICORNS: Hires RHM Law LLP as Bankruptcy Counsel
VERTEX ENERGY: Amends Loan Agreement, Secures $25MM Term Loan
VERTEX ENERGY: Expands Board, Appoints Jeffrey Stein as Director
WATER STATION: Involuntary Chapter 11 Case Summary
WINDTREE THERAPEUTICS: Registers 10.7MM Shares for Potential Resale
WOB HOLDINGS: U.S. Trustee Appoints Creditors' Committee
WORKHORSE GROUP: Issues $2.6M Note and Warrant for 2.89M Shares
[*] 31st Distressed Investing Conference: Early Bird Discount!
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1100 REBA MCENTIRE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: 1100 Reba McEntire, LLC
4117 Boca Bay Drive
Dallas, TX 75244
Business Description: 1100 Reba McEntire is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: September 1, 2024
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 24-32701
Debtor's Counsel: Robert Buchholz, Esq.
THE LAW OFFICE OF ROBERT W. BUCHHOLZ, P.C.
5220 Spring Valley Road, Suite 618
Dallas, TX 75254
Tel: (214) 754-5500
Email: bob@attorneybob.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dan Blackburn as president.
The Debtor failed to include in the petition a list of its 20
largets unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/BGGYEBQ/1100_Reba_McEntire_LLC__txnbke-24-32701__0001.0.pdf?mcid=tGE4TAMA
1847 HOLDINGS: Settles Note With Wilhelmsen Trust for $831K
-----------------------------------------------------------
As previously disclosed, on July 29, 2020, 1847 Asien Inc., a
subsidiary of 1847 Holdings LLC, issued a 6% Amortizing Promissory
Note to Joerg Christian Wilhelmsen and Susan Kay Wilhelmsen, as
Trustees of the Wilhelmsen Family Trust, U/D/T dated May 1, 1992.
On or about February 26, 2024, 1847 Asien's subsidiary, Asien's
Appliance, Inc., effectuated an assignment for the benefit of its
creditors. Thereafter, the Trust alleged that the Company and/or
its other affiliates were liable to the Trust on the Note and
pursuant to other potential claims on a theory of alter ego
liability, and the Company denied that it or any of its affiliates
were liable to the Trust for any of the Trust's alleged claims and
under any theory of liability.
In order to settle this matter, on August 19, 2024, the Company,
1847 Asien and the Trust entered into a settlement and release
agreement, pursuant to which the Trust surrendered the Note to 1847
Asien and forgave the entire outstanding balance of the Note in the
amount of $831,027 in exchange for which the Company issued 83,603
series C senior convertible preferred shares to the Trust. The
Settlement Agreement also includes a customary release of claims
and covenant not to sue by the Trust.
In connection with the Settlement Agreement, the Company entered
into a Series C Preferred Shares Stock Purchase Agreement with the
Trust, pursuant to which the Company agreed to issue the Shares,
and the Company executed a Share Designation to establish the terms
of the series C senior convertible preferred shares. Pursuant to
the Share Designation, the Company designated 83,603 of its
preferred shares as series C senior convertible preferred shares
with a stated value of $10.00 per share.
Following is a summary of the material terms of the series C senior
convertible preferred shares:
Ranking -- The series C senior convertible preferred shares rank,
with respect to the payment of dividends and the distribution of
assets upon liquidation, (i) senior to all common shares,
allocation shares, and each other class or series that is not
expressly made senior to or on parity with the series C senior
convertible preferred shares; (ii) on parity with the series D
senior convertible preferred shares and each other class or series
that is not expressly subordinated or made senior to the series C
senior convertible preferred shares; and (iii) junior to the series
A senior convertible preferred shares, all indebtedness and other
liabilities with respect to assets available to satisfy claims
against the Company and each other class or series that is
expressly made senior to the series C senior convertible preferred
shares.
Dividend Rights -- Holders of series C senior convertible preferred
shares are entitled to dividends at a rate per annum of 6.0% of the
stated value ($10.00 per share). Dividends shall accrue from day to
day, whether or not declared, and shall be cumulative. Dividends
shall be payable only upon the liquidation of the Company or upon
conversion.
Liquidation Rights -- Subject to the rights of creditors and the
holders of any senior securities or parity securities (in each
case, as defined in the Share Designation), upon any liquidation of
the Company or its subsidiaries, before any payment or distribution
of the assets of the Company (whether capital or surplus) shall be
made to or set apart for the holders of securities that are junior
to the series C senior convertible preferred shares as to the
distribution of assets on any liquidation of the Company, including
the common shares and allocation shares, each holder of outstanding
series C senior convertible preferred shares shall be entitled to
receive an amount of cash equal to 100% of the stated value ($10.00
per share) plus an amount of cash equal to all accumulated accrued
and unpaid dividends thereon (whether or not declared) to, but not
including the date of final distribution to such holders. If, upon
any liquidation, the assets, or proceeds thereof, distributable
among the holders of the series C senior convertible preferred
shares shall be insufficient to pay in full the preferential amount
payable to the holders of the series C senior convertible preferred
shares and liquidating payments on any other shares of any class or
series of parity securities as to the distribution of assets on any
liquidation, then such assets, or the proceeds thereof, shall be
distributed among the holders of series C senior convertible
preferred shares and any such other parity securities ratably in
accordance with the respective amounts that would be payable on
such series C senior convertible preferred shares and any such
other parity securities if all amounts payable thereon were paid in
full.
Voting Rights -- The series C senior convertible preferred shares
do not have any voting rights; provided that, so long as any series
C senior convertible preferred shares are outstanding, the
affirmative vote of holders of a majority of series C senior
convertible preferred shares, voting as a separate class, shall be
necessary for approving, effecting or validating any amendment,
alteration or repeal of any of the provisions of the Share
Designation.
Conversion Rights -- Each series C senior convertible preferred
share, plus all accrued and unpaid dividends thereon, shall be
convertible, at the option of the holder thereof, at any time and
from time to time, into such number of fully paid and nonassessable
common shares determined by dividing the stated value ($10.00 per
share), plus the value of the accrued, but unpaid, dividends
thereon, by the conversion price of $10.00 per share (subject to
standard adjustments in the event of any share splits, share
combinations, share reclassifications, dividends paid in common
shares, sales of substantially all of the Company's assets,
mergers, consolidations or similar transactions); provided that in
no event shall the holder of any series C senior convertible
preferred shares be entitled to convert any number of series C
senior convertible preferred shares that upon conversion the sum of
(i) the number of common shares beneficially owned by the holder
and its affiliates and (ii) the number of common shares issuable
upon the conversion of the series C senior convertible preferred
shares with respect to which the determination of this proviso is
being made, would result in beneficial ownership by the holder and
its affiliates of more than 4.99% of the then outstanding common
shares. This limitation may be waived (up to a maximum of 9.99%) by
the holder and in its sole discretion, upon not less than sixty-one
(61) days' prior notice to the Company.
Other Rights -- Holders of series C senior convertible preferred
shares have no redemption, preemptive or subscription rights for
additional securities of the Company.
Full-text descriptions of the Settlement Agreement, the Purchase
Agreement and the Share Designation in its entirety are attached in
the Company's report filed on Form 8-K with the Securities and
Exchange Commission is available at:
https://tinyurl.com/2p9yvnm4
About 1847 Holdings
Based in New York, NY, 1847 Holdings LLC --
https://1847holdings.com/ -- is an acquisition holding Company
focused on acquiring and managing a group of small businesses,
which the Company characterizes as those that have an enterprise
value of less than $50 million, in a variety of different
industries headquartered in North America.
As of March 31, 2024, 1847 Holdings had $35.88 million in total
assets, $64.15 million in total liabilities, and a total
shareholders' deficit of $28.27 million.
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.
288 4TH LLC: Case Summary & Three Unsecured Creditors
-----------------------------------------------------
Debtor: 288 4th LLC
320 Roebling Street, Suite B120
Brooklyn, NY 11211
Chapter 11 Petition Date: September 2, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Case No.: 24-43626
Judge: Hon. Elizabeth S Stong
Debtor's Counsel: Eric H. Horn, Esq.
A.Y. STRAUS LLC
290 West Mount Pleasant Avenue
Suite 3260
Livingston, NJ 07039
Tel: 973-287-5006
Fax: 973-226-4104
E-mail: ehorn@aystrauss.com
Total Assets: $1,600,000
Total Liabilities: $80,000
The petition was signed by David Goldwasser as VP of
restructuring.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/RVP5BFY/288_4th_LLC__nyebke-24-43626__0001.0.pdf?mcid=tGE4TAMA
301 W NORTH: Plan Exclusivity Period Extended to December 23
------------------------------------------------------------
Judge David D. Cleary of the U.S. Bankruptcy Court for the Northern
District of Illinois extended 301 W North Avenue, LLC's exclusive
periods to file a plan of reorganization and obtain acceptance
thereof to December 23, 2024, respectively.
As shared by Troubled Company Reporter, the Debtor's primary asset
(the "Real Estate") is a mixed-use real estate development commonly
known as the North Park Pointe Apartments located at 310 W. North
Avenue, Chicago, Illinois 60610 at the southwest corner between
North Avenue and North Park Avenue in the Old Town neighborhood.
The Debtor explains that it requires additional time to continue to
communicate with its primary secured mortgage lender with the goal
of confirming a consensual plan of reorganization. If the parties
can agree to treatment under the plan, the Debtor is in a unique
position to maximize the value of its estate for all of the various
stakeholders. This first factor weighs in favor of an extension.
The Debtor claims that it has made good faith progress toward
reorganization. The Debtor has already filed a Disclosure Statement
and a confirmable Plan and has made good faith efforts to reach a
consensual plan with secured creditors, including its main secured
mortgage lender. This second factor also supports granting the
Debtor an extension.
301 W North Avenue, LLC is represented by:
Robert W. Glantz, Esq.
Jeffrey M. Schwartz, Esq.
MUCH SHELIST, P.C.
191 N. Wacker Drive, Suite 1800
Chicago, IL 60606
Telephone: (312) 521-2000
Facsimile: (312) 521-3000
Email: rglantz@muchlaw.com
jschwartz@muchlaw.com
About 301 W North Avenue
301 W North Avenue, LLC is engaged in activities related to real
estate.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-02741) on February
27, 2024. In the petition signed by F. Martin Paris, Jr., president
of MK Manager Corp. as manager of Debtor, the Debtor disclosed up
to $50 million in both assets and liabilities.
Judge Donald R. Cassling oversees the case.
Robert Glantz Much Shelist, P.C., Esq. at MUCH SHELIST PC,
represents the Debtor as legal counsel.
3400 REMINGTON: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 3400 Remington Drive, LLC
4117 Boca Bay Drive
Dallas, TX 75244
Business Description: The Debtor is engaged in activities related
to real estate.
Chapter 11 Petition Date: September 1, 2024
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 24-32703
Debtor's Counsel: Robert Buchholz, Esq.
THE LAW OFFICE OF ROBERT W. BUCHHOLZ, P.C.
5220 Spring Valley Road, Suite 618
Dallas, TX 75254
Tel: (214) 754-5500
Email: bob@attorneybob.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dan Blackburn as president.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/BXVMBPQ/3400_Remington_Drive_LLC__txnbke-24-32703__0001.0.pdf?mcid=tGE4TAMA
506 ROUTE 17: Claims to be Paid from Income & Asset Sale/Refinance
------------------------------------------------------------------
506 Route 17 Ramsey, LLC filed with the U.S. Bankruptcy Court for
the District of New Jersey a Plan of Reorganization dated August 6,
2024.
The Debtor operates a car wash and auto lubrication facility
located at 506 Route 17 in Ramsey, New Jersey.
The real property on which the facility is located was acquired by
the Debtor in 2020 for slightly more than $4 million. At the time
of the Debtor's acquisition, there was a shuttered car wash
facility on the property in need of more than $2 million of repairs
and modernization.
As a condition of financing for acquisition and construction, a
separate entity was formed to operate the car wash facility, known
as "Wash Club Ramsey LLC" which would enter into a lease with the
Debtor and operate the car wash property.
Wash Club opened the car wash in late December 2022. In February
2023, the Debtor and Wash Club refinanced existing indebtedness by
obtaining a loan from Stabilis Lending LLC in the original
principal amount of $5,750,000.
The Debtor's assets consist primarily of real property located at
506 Route 17 in Ramsey, New Jersey, and receivables and cash from
ongoing car was operations. As of July 31, 2024, the Debtor has
approximately $130,909.86 in its Debtor-in-Possession bank
account.
The Plan will pay the full value of allowed secured claims over a
3-year period. Unsecured creditors will receive, if anything, a pro
rata portion the Debtor's disposable income over a 3-year period,
subject to the priorities established by the Bankruptcy Code.
Class 4 consists of Holders of Allowed General Unsecured Claims.
The Debtor estimates that it may owe as much as approximately
$325,000 to holders of claims in this Class. In the event of a sale
of the Debtor's assets, Allowed Class 4 Claims will receive pro
rata distribution of the net proceeds of such sale after
satisfaction of the Stabilis Class 3 Claim, subject to the priority
scheme of the Bankruptcy Code, until Class 4 Claims are paid in
full.
In the event of a refinance of the Stabilis Class 3 Claims, Class 4
Claims will receive the net proceeds of such refinance after
satisfaction of the Stabilis Claim, subject to the priority scheme
of the Bankruptcy Code, until such Class 4 Claims are paid in full.
In the event such net proceeds are insufficient to satisfy Class 4
Claims in full, Class 4 Claims will thereafter receive, on a
quarterly basis, a pro rata share of the Debtor's disposable income
until the earlier of (a) payment in full, or (b) the 5 year
anniversary of the effective date.
The Plan shall be funded from the future earnings of the Debtor,
and also from either a refinancing of the Stabilis Claim or a sale
of its assets within 36 months after the effective date.
In the event the Debtor defaults in making payments under the Plan,
any affected creditor may serve the Debtor with a notice of default
and demand to cure. If the Debtor fails to cure the default within
30 days, the creditor will be entitled to seek to recover damages
for breach of the Plan in any court of competent jurisdiction,
and/or such other relief as may be allowed under applicable law.
A full-text copy of the Plan of Reorganization dated August 6, 2024
is available at https://urlcurt.com/u?l=VlTh0r from
PacerMonitor.com at no charge.
The Debtor's Counsel:
Dougas J. McGill, Esq.
WEBBER MCGILL LLC
100 E. Hanover Avenue
Suite 401
Cedar Knolls, NJ 07927
Tel: (973) 739-9559
E-mail: dmcgill@webbermcgill.com
About 506 Route 17 Ramsey
506 Route 17 Ramsey, LLC, operates a car wash and auto lubrication
facility located at 506 Route 17 in Ramsey, New Jersey.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. N.J. Case No. 24-15167) on May 21, 2024.
In the petition signed by Thomas J. Caleca, sole member, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Vincent F. Papalia oversees the case.
Dougas J. McGill, Esq., at Webber McGill, LLC, is the Debtor's
legal counsel.
ABSOLUTE DIMENSIONS: Unsecureds to Split $66K over 41 Months
------------------------------------------------------------
Absolute Dimensions, LLC, filed with the U.S. Bankruptcy Court for
the District of Kansas a Small Business Plan of Reorganization
under Subchapter V dated August 6, 2024.
The Debtor was formed March 23, 2004 by Michael Rickords and
Stephen Brittain. Each owned, and still own, fifty percent of the
outstanding membership units.
In early 2004, Rickords approached Brittain about the possibility
of starting Absolute. After a few months of writing a business plan
and acquiring financing, Absolute opened its doors on June 1, 2004
with one waterjet machine. For the first two years Rickords and
Brittain's wife, Miranda (Rickords' daughter), would run the
machine and find new work during the day, while Brittain continued
to work at FMI. In the evenings, Brittain and Miranda would
continue to run the machine as needed.
The financial information shows that Absolute has maintained a
steady level of general revenue over the last 3 years, but not at
the level Absolute experienced around the same time of its First
Bankruptcy Case. Additionally, the expenses Absolute incurred to
generate those gross profits increased dramatically over the last 3
years.
As such, to carry out the terms of this Plan, Absolute intends to
rely primarily on income generated from performing consigned work.
Under this business model, Absolute would perform the machine work
on its customer's raw materials and charge the customer for that
work. The raw materials and the finished product would remain the
customer's property at all times.
Under this model, Absolute would not be required to purchase the
raw materials needed to manufacture the part; thus, significantly
reducing the costs needed to generate the income Absolute needs to
pay its regular operating expenses. And since Absolute would no
longer be required to front the manufacturing costs as it did under
the MPA Absolute had with Spirit, Absolute could avoid a majority
of the ever-rising materials costs and become more profitable.
Except as specifically provided herein, Absolute proposes to pay to
its creditors such portion of its earnings and other future income
as is necessary for the execution of this Plan for a 41-month
period of time ending on December 31, 2027.
Upon confirmation of this Plan, Absolute shall remain in possession
of all property of the estate. However, the property will vest in
Absolute free and clear of all liens and encumbrances, except as
set forth herein for those creditor(s) who hold non-avoidable
secured liens upon Absolute’s property and whose amortization of
debt period exceeds the Plan period.
Class 8 consists of Allowed Unsecured Claims. This Class is
Impaired and is entitled to vote on the Plan. Absolute's disposable
income to distribute to Allowed Unsecured Creditors is $66,196.87.
Alternatively, Absolute does maintain some equity in its personal
property assets in the amount of $775,927.94. Despite that,
Absolute has no liquidation value because the administrative
expenses exceed the equity and the value of that preference claim.
However, in an effort to obtain a consensual plan, to comply
Section 1191 of the Bankruptcy Code, and to ensure it retains its
personal property assets, Absolute proposes to distribute the
higher amount between its disposable income and liquidation value.
Therefore, Absolute will distribute to Allowed Unsecured Claims
their pro rata share of the total of $66,196.87 over 41 months at
7.44% interest through monthly payments of $1,833.43. The monthly
payments shall commence on the day that is 30 days after the
Effective Date and on the same day of each month thereafter until
the total of $66,196.87 is paid with interest as provided herein.
Absolute asserts that paying the $66,196.87 complies with Section
1192(c) of the Bankruptcy Code because that amount is either equal
to or exceeds Absolute's disposable income over 41-month period
postconfirmation and that Absolute would not otherwise be required
to distribute any liquidation value to unsecured creditors as the
administrative costs of liquidating Absolute exceeds the value of
any potential recovery for Allowed Unsecured Claims in a Chapter 7
liquidation.
A full-text copy of the Plan of Reorganization dated August 6, 2024
is available at https://urlcurt.com/u?l=U2g4ZG from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Nicholas R. Grillot, Esq.
Lora J. Smith, Esq.
Hinkle Law Firm LLC
1617 N. Waterfront Parkway, Ste. 400
Wichita, KS 67206
Telephone: (316) 660-6211
Facsimile: (316) 660-6523
Email: ngrillot@hinklaw.com
lsmith@hinklaw.com
About Absolute Dimensions
Absolute Dimensions, LLC specializes in 3, 4, and 5 axis and CNC
machining as well as Water Jet cutting.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Kan. Case No. 24-10392) on 24-10392. In
the petition signed by Stephen Brittain, managing member, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Mitchell L. Herren oversees the case.
Nicholas R. Grillot, Esq., at Hinkle Law Firm, LLC, represents the
Debtor as bankruptcy counsel.
ACCELERATE DIAGNOSTICS: Meets Nasdaq Market Value Requirement
-------------------------------------------------------------
Accelerate Diagnostics, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on August 26,
2024, the Company received written notice from the Listing
Qualifications Staff of The Nasdaq Stock Market LLC notifying the
Company that it has regained compliance with Nasdaq's minimum
Market Value of Listed Securities requirement of $35 million for
continued listing on The Nasdaq Capital Market pursuant to Nasdaq
Listing Rule 5550(b)(2) as a result of the market value of the
Company's common stock having closed at $35 million or more for ten
consecutive business days.
Accordingly, Nasdaq considers the matter relating to the Company's
prior MVLS Requirement deficiency, as previously reported in the
Company's Current Report on Form 8-K filed with the U.S. Securities
and Exchange Commission on March 5, 2024, now closed.
About Accelerate Diagnostics
Tucson, Ariz.-based Accelerate Diagnostics, Inc. is an in vitro
diagnostics company dedicated to providing solutions that improve
patient outcomes and lower healthcare costs through the rapid
diagnosis of serious infections.
As of June 30, 2024, Accelerate Diagnostics had $22.87 million in
total assets, $57.75 million in total liabilities, and a total
stockholders' deficit of $34.89 million.
Phoenix, Ariz.-based Ernst & Young LLP, the Company's auditor since
2013, issued a "going concern" qualification in its report dated
March 28, 2024, citing that the Company has suffered recurring
losses and negative cash flows from operations, and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern.
AGILE THERAPEUTICS: Doug Mastrangeli Holds 5.1% Equity Stake
------------------------------------------------------------
Doug Mastrangeli filed a Schedule 13G Report with the U.S.
Securities and Exchange Commission disclosing beneficial ownership
of 350,000 shares of Agile Therapeutics, Inc. common stock as of
August 6, 2024, representing 5.1% of the shares outstanding.
A full-text copy of Mr. Mastrangeli's SEC Report is available at:
https://tinyurl.com/2c4nm543
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.
Agile Therapeutics reported a net loss of $14.46 million for the
year ended Dec. 31, 2023, compared to a net loss of $25.41 million
for the year ended Dec. 31, 2022. As of June 30, 2024, the Company
had $14.96 million in total assets, $36.88 million in total
liabilities, and$21.91 million in total stockholders' deficit.
AMERICAN LEGION: Unsecureds Will Get 50% of Claims in Plan
----------------------------------------------------------
American Legion Ambulance Association, Inc., submitted a First
Modified Small Business Plan of Reorganization dated August 6,
2024.
Administrative expenses consisting of the Subchapter V Trustee's
fees and costs and the fees and costs of the Debtor's counsel, as
well as the administrative claim of the State of New Jersey,
Department of Labor, will be paid over the first year after the
effective date.
The mortgage against the property located at 30 Broad Street,
Elmer, New Jersey, will continue to be paid its regular monthly
payment as it falls due. The arrears owed on the secured claim of
Franklin Bank will be paid commencing the first month after the
effective date. The secured claim of the US Small Business
Administration will continue to be paid its regular monthly payment
as it falls due.
The previous priority claim of the State of New Jersey has been
amended to reflect that $0 is due. No payments will be required
through the modified Plan.
The previous estimated priority claim of the IRS has been amended
to reflect that all returns have been filed and that $0 is due. No
payments will be required through this Plan.
The Debtor proposes to pay general unsecured creditors between 50%
of their claims, to be paid pro rata, commencing after
administrative, secured, and priority claims have been paid in
full.
The allowed unsecured claims total $900,000.00.
The Plan will be funded from future income of the Debtor.
On Confirmation of the Plan, all property of the Debtor, tangible
and intangible, including, without limitation, licenses, furniture,
fixtures and equipment, will revert, free and clear of all Claims
and Equitable Interests except as provided in the Plan, to the
Debtor. The Debtor expects to have sufficient cash on hand to make
the payments required on the Effective Date.
The Debtor's financial projections show that the Debtor will have
an aggregate annual average cash flow, after paying operating
expenses and post-confirmation taxes, of over $200,000 on the
condition that the County EMS tax is approved by voters. If not
approved, annual cash flow will be about $200,000 less. The final
Plan payment is expected to be paid in 2028.
A full-text copy of the First Modified Plan dated August 6, 2024 is
available at https://urlcurt.com/u?l=51N0Dy from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Carol L. Knowlton, Esq.
GORSKI & KNOWLTON PC
311 Whitehorse Ave, Suite A
Hamilton, NJ 08610
Tel: (609) 964-4000
Fax: (609) 528-0721
E-mail: cknowlton@gorskiknowlton.com
About American Legion Ambulance Association
American Legion Ambulance Association, Inc. is a non-profit company
that provides emergency medical services in several municipalities
in Salem County, N.J., along with non-emergency medical
transportation.
American Legion Ambulance Association sought relief under
Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr.
D.N.J. Case No. 24-10714) on January 26, 2024, with up to $50,000
in assets and $1 million to $10 million in liabilities. Charles
McSweeney, president of EMS Consulting Services, signed the
petition.
The Debtor is represented by Carol L. Knowlton, Esq., at Gorski &
Knowlton, PC.
AMERICAN TITANIUM: Plan Exclusivity Period Extended to Nov. 27
--------------------------------------------------------------
Judge Timothy A. Barnes of the U.S. Bankruptcy Court for the
Northern District of Illinois extended American Titanium Works,
LLC's exclusive periods to file a plan of reorganization and obtain
acceptance thereof to November 27, 2024 and January 27, 2025,
respectively.
The Debtor submits that these factors weigh in favor of finding
cause and granting the Requested Extension:
* First, while this Chapter 11 Case is not large or complex,
the Debtor has been focusing much of its efforts on marketing its
assets for a section 363(f) sale. Indeed, given the absence of an
operating business and the limited number of people working on
behalf of the Debtor, most of the Debtor's attention has been
focused on this Chapter 11 Case, in general, and the pursuit of
financing and a sale, in particular. The Debtor is now in the final
stages of negotiations with a buyer and is finalizing an asset
purchase agreement.
* Second, the Requested Extension is the Debtor's first
request related to exclusivity and comes approximately 100 days
into this Chapter 11 Case. Courts routinely grant debtors' requests
for an initial extension.
* Third, the Debtor has made good faith progress towards a
successful Chapter 11 Case. The main goals of this Chapter 11 Case
were to avoid Tronox's preferential UCC-1 Financing Statement under
section 547(b) of the Bankruptcy Code and to maximize recoveries
for all creditors through a financing or sale of the Debtor's
business.
* Fourth, the Debtor is a non-operating entity. As such, the
only liabilities the Debtor is accruing relate to the
administration of this Chapter 11 Case, and the Debtor has secured
sufficient financing to cover these liabilities.
American Titanium Works LLC is represented by:
Mark L. Radtke, Esq.
Nora J. McGuffey, Esq.
Foley & Lardner LLP
321 N. Clark Street, Suite 3000
Chicago, IL 60654
Tel: (312) 832-4500
Fax: (312) 832-4700
Email: mradtke@foley.com
nora.mcguffey@foley.com
About American Titanium Works
American Titanium Works LLC in Chicago, IL, filed its voluntary
petition for Chapter 11 protection (Bankr. N.D. Ill. Case No.
24-06559) on May 1, 2024, listing $1 million to $10 million in
assets and $10 million to $50 million in liabilities. Thomas F. Sax
as CEO, signed the petition.
Judge Timothy A Barnes oversees the case.
FOLEY & LARDNER LLP serves as the Debtor's legal counsel.
AMERICANN INC: Director J. Tyler Opel Resigns
---------------------------------------------
Americann, Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on August 23, 2024, J.
Tyler Opel resigned as a director of the Company.
Mr. Opel's resignation was not the result of any disagreement
concerning the Company's operations, policies or practices.
About AmeriCann
Americann, Inc. (OTCQB: ACAN) is a specialized cannabis company
that is developing state-of-the-art product manufacturing and
greenhouse cultivation facilities. Its business plan is based on
the continued growth of the regulated marijuana market in the
United States.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
December 22, 2023, citing that the Company has suffered recurring
losses from operations and has a net capital deficiency that raises
substantial doubt about its ability to continue as a going
concern.
AmeriCann had a net loss of $94,755 and $173,244 for the years
ended September 30, 2023 and 2022, respectively. As of June 30,
2024, Americann had $14,318,403 in total assets, $9,407,342 in
total liabilities, and $4,911,061 in total stockholders' equity.
AN GLOBAL: Hires Grant & Eisenhofer as Special Counsel
------------------------------------------------------
AN Global LLC, seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to employ Grant & Eisenhofer P.A. as
Special Litigation Counsel.
The firm will investigate, pursue, compromise, settle, and/or
liquidate certain claims the Debtors' former officers and
directors, as well as against the Debtors' former auditor, KPMG
LLP, and the Debtors' other former professionals.
The firm will be paid a contingency fee of 28 percent of the gross
recovery, less expenses.
Gordon Z. Novod, Esq., a partner at Grant & Eisenhofer P.A.,
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:
Gordon Z. Novod, Esq.
Grant & Eisenhofer P.A.
485 Lexington Avenue, 29th Floor
New York, NY 10017
Tel: (646) 722-8523
Email: gnovod@gelaw.com
About AN Global LLC
AN Global LLC and affiliates are global providers of agile-first,
end-to-end digital transformation services in the North American
market using on-shore and near-shore delivery. The Company's
solution architects, developers, data scientists, engineers,
transformation consultants, automation specialists, and other
experts located across the United States and across Latin America
deliver next-generation software solutions that accelerate the
transition to digital platforms across business processes.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 23-11294) on August
28, 2023. In the petition signed by James S. Feltman, chief
restructuring officer, the Debtor disclosed up to $500 million in
both assets and liabilities.
Judge J. Kate Stickles oversees the case. The Debtors tapped Potter
Anderson & Corroon LLP and Hughes Hubbard & Reed LLP as co-general
bankruptcy counsel.
Garrigues Mexico, S.C. is the general Mexican restructuring
counsel, Teneo Capital LLC as financial advisor, Guggenheim
Securities, LLC as investment banker, and Kurtzman Carson
Consultants LLC as claims, noticing and balloting agent.
Blue Torch Finance LLC is the administrative agent and collateral
agent under the DIP Agreement. It is also the administrative agent
and collateral agent under a prepetition first lien facility. Ropes
& Gray, LLP and Chipman Brown Cicero & Cole, LLP serve as counsel
to the Prepetition 1L Agent.
ARCADIAN RESOURCES: Case Summary & 14 Unsecured Creditors
---------------------------------------------------------
Debtor: Arcadian Resources, LLC
313 E. Kansas St.
Glen Elder KS 67446
Business Description: Arcadian Resources is part of the oil and
gas extraction industry.
Chapter 11 Petition Date: September 1, 2024
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 24-10158
Debtor's Counsel: Brandon Tittle, Esq.
TITTLE LAW GROUP, PLLC
5465 Legacy Drive, Ste. 650
Plano, TX 75024
Tel: 972-731-2590
Email: btittle@tittlelawgroup.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by James P. Deverman as sole member.
A copy of the Debtor's list of 14 unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/WCUHRVI/Arcadian_Resources_LLC__txnbke-24-10158__0003.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/RZHH2GY/Arcadian_Resources_LLC__txnbke-24-10158__0001.0.pdf?mcid=tGE4TAMA
ARENA GROUP: Amends Simplify Agreement to Obtain Up to $50MM Loan
-----------------------------------------------------------------
The Arena Group Holdings, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on August 19,
2024, the Company entered into an amendment to its loan agreement
dated March 13, 2024 with Simplify Inventions, LLC as lender. As
amended, the Simplify Loan provides for up to $50 million of
borrowings and will mature on December 1, 2026. The parties also
entered into an amended and restated promissory note dated August
19, 2024, to memorialize these changes.
Additionally, the Company and Simplify also entered into a Common
Stock Purchase Agreement, whereby $15,000,000 of outstanding
indebtedness under the Simplify Loan was exchanged for 17,797,817
shares of the Company's common stock, or a price of approximately
$0.84 per share. The Purchase Agreement includes customary
representations, warranties and covenants of both the Company and
Simplify.
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
is to focus on key subject matter verticals where audiences are
passionate about a topic category (e.g., sports and finance),
leveraging the strength of its core brands to grow its audience and
increase monetization both within its core brands and for its media
publisher partners. The Company's focus is on leveraging its
Platform and brands in targeted verticals to maximize audience
reach, enhance engagement, and optimize monetization of digital
publishing assets for the benefit of its users, its advertiser
clients, and its greater than 40 owned and operated properties, as
well as properties it runs on behalf of independent Publisher
Partners. The Company 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. As of March 31, 2024,
the Company had $120.29 million in total assets, $269.68 million in
total liabilities, $168,000 in total mezzanine equity, and a total
stockholders' deficiency of $149.55 million.
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.
ARENA GROUP: Terminates Business Combination Agreement
------------------------------------------------------
The Arena Group Holdings, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that effective
August 19, 2024, the Business Combination Agreement, dated November
5, 2023, as amended, among the Company, Simplify Inventions, LLC,
Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger
Sub I, LLC and Energy Merger Sub II, LLC was terminated by mutual
agreement.
The Business Combination Agreement was terminated as a result of
previously disclosed negotiations between the Company and Simplify
around alternative structures or options to the transactions
contemplated by the Business Combination Agreement. The Company
incurred no penalties as a result of the early termination of the
Business Combination Agreement.
"In the months since our pending business combination with Bridge
Media was first agreed to, The Arena Group has ended its management
of Sports Illustrated and the Bridge Media assets have not
performed to expectations," Sara Silverstein, The Arena Group's
Chief Executive Officer, stated. "As a result, combining the assets
of The Arena Group and Bridge Media no longer made sense. We have
terminated the business combination and will move forward as a
significantly strengthened stand-alone company with the continued
support of our majority shareholder, Simplify."
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
is to focus on key subject matter verticals where audiences are
passionate about a topic category (e.g., sports and finance),
leveraging the strength of its core brands to grow its audience and
increase monetization both within its core brands and for its media
publisher partners. The Company's focus is on leveraging its
Platform and brands in targeted verticals to maximize audience
reach, enhance engagement, and optimize monetization of digital
publishing assets for the benefit of its users, its advertiser
clients, and its greater than 40 owned and operated properties, as
well as properties it runs on behalf of independent Publisher
Partners. The Company 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. As of March 31, 2024,
the Company had $120.29 million in total assets, $269.68 million in
total liabilities, $168,000 in total mezzanine equity, and a total
stockholders' deficiency of $149.55 million.
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.
ASPIRA WOMEN'S: Files Prelim Prospectus for Resale of 2.57M Shares
------------------------------------------------------------------
Aspira Women's Health Inc. filed a preliminary prospectus on Form
S-1 with the U.S. Securities and Exchange Commission pursuant to
which, the selling stockholder -- Armistice Capital, LLC -- is
offering on a resale basis up to an aggregate of 2,566,667 shares
of common stock, par value $0.001 per share of Aspira issuable upon
the exercise of an outstanding warrant at an exercise price of
$1.36 per share for a term of five years from the date of issuance
purchased pursuant to a warrant inducement agreement by and between
the Company and the Selling Stockholder, dated July 31, 2024.
Aspira will not receive any of the proceeds from the sale by the
Selling Stockholder of the Common Stock. Upon any exercise of the
Warrants by payment of cash, however, it will receive the exercise
price of the Warrants, which, if exercised in cash with respect to
the 2,566,667 shares of Common Stock offered hereby, would result
in gross proceeds to the Company of approximately $3.5 million.
However, the Company cannot predict when and in what amounts or if
the Warrants will be exercised by payments of cash and it is
possible that the Warrants may expire and never be exercised, in
which case the Company would not receive any cash proceeds.
Armistice Capital, LLC may offer the Shares from time to time
through public or private transactions at fixed prices, at
prevailing market prices at the time of sale, at prices related to
the prevailing market price, at varying prices determined at the
time of sale, or at negotiated prices. The registration of the
Shares on behalf of the Selling Stockholder; however, does not
necessarily mean that the Selling Stockholder will offer or sell
its Shares under this registration statement or at any time in the
near future.
Armistice Capital will bear all commissions and discounts, if any,
attributable to the sale or disposition of the Shares, or interests
therein. Aspira will not be paying any underwriting discounts or
commissions in this offering. It will pay the expenses of
registering the Shares pursuant to this prospectus.
The Company's Common Stock is listed on The Nasdaq Capital Market
under the symbol "AWH". On August 21, 2024, the closing price per
share of its Common Stock as reported on The Nasdaq Capital Market
was $1.07 per share.
A full-text copy of the Preliminary prospectus is available at:
https://tinyurl.com/uxx5rtfd
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, which raises 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 Dec. 31, 2023, compared to a net loss of $29.88 million
for the year ended Dec. 31, 2022. As of June 30, 2024, Aspira
Women's Health had $3.96 million in total assets, $7.67 million in
total liabilities, and $3.7 million in total stockholders' deficit.
AUDACY INC: Court OKs DIP Forbearance Agreement
-----------------------------------------------
Audacy Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on August 15, 2024, the
U.S. Bankruptcy Court for the Southern District of Texas authorized
the Company and certain of its direct and indirect subsidiaries
(together with the Company, the "Debtors") to enter into:
(a) the DIP Forbearance Agreement; and
(b) the Limited Waiver and RPA Amendment, each as described
above. Such agreements are expected to preserve the status quo
through September 30, 2024, provide the Debtors additional time to
emerge from Chapter 11 protection, and ensure continued access to
financing without requiring the payment of fees or any accrued
default interest.
Forbearance to DIP Credit Facility
On August 15, 2024, Audacy Capital Corp., entered into a
Forbearance Agreement with Wilmington Savings Fund Society, FSB, as
administrative agent, the guarantors party thereto and each of the
lenders party thereto under the Senior Secured Superpriority
Debtor-in-Possession Credit Agreement, dated as of January 9, 2024.
Pursuant to the DIP Forbearance Agreement, the DIP Lenders agreed
to refrain from exercising any of their rights or remedies under
the DIP Credit Agreement with respect to an event of default
resulting from the occurrence of the maturity date provided under
the DIP Credit Agreement, or August 19, 2024 or failure to comply
with a milestone requiring the effective date of the Plan to occur
no later than August 19, 2024, until the earlier of (a) September
30, 2024 at 5:00 pm (New York City time) and (b) the date on which
any event of termination under the Forbearance Agreement occurs.
Such event of termination includes, but is not limited to, failure
of the parties to comply with any term or condition of the
Forbearance Agreement and, other than the Specified DIP Defaults,
any event of default occurring under the Company's loan documents,
including the DIP Credit Agreement and related court order.
Limited Waiver and Amendment to Post-Petition Receivables Facility
On August 15, 2024, Audacy Receivables, LLC, Audacy Operations,
Inc. and the Company entered into a Limited Waiver Agreement with
DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main,
and Autobahn Funding Company LLC, to (i) waive certain events of
default under the post-petition receivables facility resulting from
the occurrence of an event of default and the maturity date under
the DIP Credit Agreement, specifically the Specified DIP Defaults
and (ii) refrain from exercising any rights or remedies with
respect to the Specified RPA Defaults, in each case, with effect
until the end of the limited waiver period, which is defined as the
period commencing on the effective date of the Limited Waiver and
ending on the earlier of (a) September 30, 2024 at 5:00 pm (New
York City time) and (b) the date on which any event of termination
under the Limited Waiver occurs. Such event of termination
includes, but is not limited to, failure of the parties to comply
with any term or condition of the Limited Waiver, any event of
default occurring under the RPA other than the Specified RPA
Defaults, and any termination of the forbearance period under the
DIP Forbearance Agreement.
Further, on August 15, 2024, the parties to the Limited Waiver
entered into Amendment No. 1 to the Amended and Restated
Receivables Purchase Agreement, dated as of January 9, 2024, to
extend the revolving period end date under the RPA, which was set
to occur on the maturity date under the DIP Credit Agreement, or
August 19, 2024, until the termination of the limited waiver
period.
Extension to Restructuring Support Agreement
As previously announced, on January 4, 2024, the Debtors entered
into a Restructuring Support Agreement with (i) consenting first
lien lenders holding approximately 82.2% of the outstanding first
lien loans under the Company's prepetition credit agreement; and
(ii) consenting second lien noteholders holding approximately 73.6%
of the outstanding principal amount of the Company's senior secured
second-lien notes. On August 12, 2024, pursuant to Section 3 of the
RSA and consistent with the DIP Forbearance Agreement, the First
Lien Lenders and the Second Lien Noteholders agreed to extend the
Plan Effective Date milestone through and including September 30,
2024.
About Audacy Inc.
Philadelphia, Pa.-based Audacy Inc., formerly Entercom
Communications Corp., is a multi-platform audio content and
entertainment company with a collection of local music, news, and
sports brands, a premium podcast creator, major event producer, and
digital innovator. As of September 30, 2023, the Company had $2.79
billion in total assets and $2.66 billion in total liabilities.
Audacy did not make the interest payments on its senior secured
first-lien revolving credit facility and term loan both due 2024
($17 million due October 31, 2023), senior secured second-lien
notes due 2027 ($15 million due November 1, 2023), or senior
secured second-lien notes due 2029 ($18 million due September 30,
2023).
Audacy Inc. and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 24-90004) on
January 7, 2024, with $2,788,943,000 in assets and $2,662,320,000
in liabilities. Richard J. Schmaeling, executive vice president &
chief financial officer, signed the petitions.
Judge Christopher M. Lopez oversees the case.
Latham & Watkins, LLP and Porter Hedges, LLP are the Debtors' legal
counsel.
AWAD ODEH: Must Defend Against Shukairy Suit
--------------------------------------------
The Honorable David D. Cleary of the United States Bankruptcy Court
for the Northern District of Illinois denied Awad Odeh's motion to
dismiss the complaint filed by Mohamad Shukairy.
The single-count complaint seeks a finding that a debt owed by
Defendant to Plaintiff is nondischargeable under 11 U.S.C. section
523(a)(2). Defendant filed a motion to dismiss the complaint under
Fed. R. Civ. P. 12(b)(6), asserting that the Complaint should be
dismissed because Plaintiff failed to state a claim for relief and
seeks dismissal with prejudice.
The court entered a briefing schedule, Plaintiff filed a response,
and Defendant filed a reply. Having reviewed the Complaint as well
as the papers filed, the Court finds that the Complaint contains
sufficient allegations to state a claim for relief against
Defendant. Accordingly, the Motion is denied.
Defendant represented to Plaintiff that Defendant was an agent of
North American Trading, Inc., d/b/a North American Metal Refinery.
NAR's principal place of business was in Bridgeview, IL. Defendant
represented to Plaintiff that NAR is a business that invests in
precious metals.
Plaintiff and Defendant were both involved in, and frequented, some
of the same charitable and community organizations in the Chicago
area in and around 2019. They became acquainted through those
charitable groups.
In or around July 2019, Defendant pitched Plaintiff on investing
money with NAR. Defendant explained that the funds would be used
for buying precious metals and selling them at a profit. In
exchange, Plaintiff would receive 50% of the profits on a quarterly
basis. Plaintiff could request the return of his investment at any
point.
Plaintiff invested $200,000 with NAR in connection with an
investment agreement dated August 16, 2019. Defendant instructed
Plaintiff on how to transfer the $200,000 to a bank account.
Defendant, directly or through NAR, exercised control over the bank
account. From August 2019, through the spring of 2020, Defendant or
NAR made three payments to Plaintiff, which Defendant identified as
profits from Plaintiff's invested funds.
The three payments were not the result of any legitimate investment
and were made with the intention to mislead Plaintiff into
believing that his investment was producing a profit and to induce
Plaintiff into making another investment with Defendant or NAR. In
the spring of 2020, Defendant proposed to Plaintiff a second
investment in NAR with similar terms to the first investment.
Plaintiff made another separate investment in NAR for $150,000 in
connection with an investment agreement dated April 3, 2020. The
2020 Agreement contains an explicit guaranty by Defendant of NAR's
obligations under the 2020 Agreement and represents that Defendant
was the owner of NAR. Defendant instructed Plaintiff on how to
transfer the $150,000 to a bank account. Plaintiff relied on
Defendant's statements that NAR was a legitimate business that
invested in precious metals when deciding to make both investments.
Defendant was not the owner of NAR in 2019 or 2020. Defendant
knew, at the time of the 2019 Agreement and 2020 Agreement, that
NAR would not purchase precious metals with the investment funds.
He had no intention of making either investment. NAR did not invest
the funds in precious metals. Defendant was part of a larger
scheme employed by Defendant and his associate to fraudulently
obtain funds from individuals in the Chicago area through promises
to invest money in precious metals and then promising lucrative
returns. Defendant, and others, were however, operating a Ponzi
scheme. Beyond the three payments mentioned, neither NAR nor
Defendant repaid Plaintiff any of his investment funds. Plaintiff
obtained a judgment against Defendant and NAR in Cook County,
Illinois, in the amount of $350,000. The amount owed to Plaintiff
by Defendant under the judgment is $389,353.42.
The Complaint does not specify whether Plaintiff is proceeding
under section 523(a)(2)(A), (B), or both. In their Motion,
Defendant argues Plaintiff's claim is actionable only under section
523(a)(2)(B) because Plaintiff's allegations revolve around
misrepresentations about NAR's financial condition. If true, and if
the false statements are only oral in nature, then the debt is
dischargeable. 11 U.S.C. Sec. 523(a)(2)(B). Defendant points to
allegations of false statements that NAR would return the
investment at any time, how NAR used the funds loaned, and that NAR
would have funds available to repay the Note.
For this claim for relief to survive a motion to dismiss under
section 523(a)(2)(A), Plaintiff must plausibly allege: (1)
Defendant made a false representation or omission; (2) they knew
that representation was false or made it with reckless disregard
for the truth; (3) they made the statement with the intent to
deceive Plaintiff; and (4) Plaintiff justifiably relied on the
representation.
In Plaintiff's Response, he states that "[t]his case proceeds under
Section 523(a)(2)(A) . . . ." Plaintiff argues that the statements
respecting financial condition referenced in section 523(a)(2)(A)
must be interpreted to mean "what are understood by debtor-creditor
professionals as 'financial statements.'" The exception to
discharge under section 523(a)(2)(A) is not defeated if statements
focus on repayment or intended use of funds, the Court notes.
Plaintiff claims the false representations were not about financial
statements, but were representations about NAR's legitimacy, and
that the money obtained would be used for a legitimate business.
The Court finds Defendant is correct that section 523(a)(2)(A) does
not apply to "a statement respecting the debtor's financial
condition." Defendant is also correct in relying in Lamar, Archer &
Cofrin, Llp v. Appling, 584 U.S. 709 (2018), in which the Supreme
Court endorsed a broad reading of whether a statement respects the
financial condition. Indeed, Plaintiff's assertion that
"professionals" understand these types of statements to be limited
to "financial statements" lacks any citation to authority, the
Court states.
The Court points out that where Defendant's argument falls short is
that while the Complaint may contain allegations that respect a
financial condition, it also contains other allegations that fall
within section 523(a)(2)(A).
Taking the facts as alleged in the Complaint, it is very reasonable
to infer that Defendant's actions met the elements of section
523(a)(2)(A) without making statements respecting anyone's
financial condition. While Plaintiff may or may not have difficulty
proving that at trial, Plaintiff has pleaded enough to survive a
motion to dismiss for failure to state a claim under section 523
(a)(2)(A), the Court finds.
Defendant raise deficiencies that would prevent Plaintiff from
excepting Defendant's discharge under section 523(a)(2)(B). In his
Response, Plaintiff states that section 523(a)(2)(B) does not apply
to the Complaint's allegations and that "[t]his case proceeds under
Section 523(a)(2)(A)." Plaintiff has made clear that he is
objecting to discharge per section 523(a)(2)(A).
Defendant contends that the Complaint lacks sufficient detail as
required by Fed. R. Civ. P. 8 and 9(b) and therefore must be
dismissed. Defendant points to the absence of allegations
identifying who was present for each of Defendant's statements, as
well as the what, when, where, and how. Defendant also claims the
Complaint lacks sufficient facts on topics including that NAR was a
Ponzi scheme; Defendant knew his statements were false; Defendant
possessed intent; and Plaintiff justifiably relied on Defendant's
misrepresentations.
The Complaint, however, contains allegations directed at each of
the required elements of section 523(a)(2)(A) and puts Defendant on
notice and contains allegations to meet the more rigorous
particularity pleading requirements of Fed. R. Civ. P. 9(b).
In this case, the essential questions required by Rule 9(b) are all
answered, the Court notes.
The required elements of section 523(a)(2)(A) are:
(1) Defendant made a false representation or omission;
(2) Defendant knew that representation was false or he made it
with reckless disregard for the truth;
(3) Defendant made the statement with the intent to deceive
Plaintiff; and
(4) Plaintiff justifiably relied on the representation.
The intent in this case can reasonably be inferred from the factual
allegations, the Court says. Defendant knew NAR was a Ponzi scheme.
Ponzi schemes operate by paying investors with the money of other
investors and therefore cannot deal with investors removing their
money without finding more people to invest money. It is reasonable
to infer Defendant knew Plaintiff would not invest if he knew NAR
was a Ponzi scheme and would invest more if Plaintiff thought
Defendant was making profits on the initial investment, the Court
holds. Therefore, Defendant intentionally told Plaintiff NAR was a
legitimate business to obtain the investments, the Court notes.
Defendant similarly intentionally paid money to Plaintiff, claiming
it was profits from NAR's buying and selling, to get Plaintiff to
invest additional money. Again, whether Plaintiff will actually be
able to prove his allegations surrounding intent at trial is a
question for a later time.
According to the Court, it is reasonable to infer from the
allegations that, when agreeing to the 2019 Agreement and the 2020
Agreement, Plaintiff reasonably believed Defendant's assurances
that NAR was a legitimate business and that NAR and Defendant could
profitably use Plaintiff's money. When making reasonable inferences
in Plaintiff's favor, it is possible to say both that Plaintiff
relied on Defendant's statements when making both investments and
that the reliance was justifiable, the Court concludes.
A copy of the Court's decision dated August 9, 2024, is available
at https://urlcurt.com/u?l=vcuHdO
Awad Odeh and Julia Salameh filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 23-05875) on May 3, 2023,
listing under $1 million in both assets and liabilities. The
Debtors are represented by Jeffrey Paulsen, Esq.
AWAD ODEH: Salameh Dismissed from Zahdan Suit
---------------------------------------------
The Honorable David D. Cleary of the United States Bankruptcy Court
for the Northern District of Illinois granted in part and denied in
part Awad Odeh and Julia Salameh's motion to dismiss the complaint
filed by Ahmad Zahdan with leave to amend.
The single-count complaint seeks a finding that debt owed by
Defendants to Plaintiff is nondischargeable under 11 U.S.C. section
523(a)(2).
Based on an agreement dated February 1, 2019, Plaintiff, through
his company AZ SPE LLC, invested $500,000 in a company called North
American Metal Refinery Inc. The investment had a minimum return of
$6,000 and the investment was to be repaid on August 1, 2019. The
agreement was arranged by Defendant Odeh's brother Ehab Odeh.
Ehab Odeh requested an additional loan. Another agreement was
executed on July 15, 2019, under which Plaintiff and AZ SPE LLC
would lend an additional $685,000 to NAR.
On August 14, 2019, NAR issued a check payable to AZ SPE LLC for
$693,000 'purportedly' in repayment of amounts owed to AZ SPE LLC
and Plaintiff. That check was not honored by the issuing bank. NAR
then issued another check on August 29, 2019, for $351,000, which
was also not honored. NAR issued yet another check on September 2,
2019, this time payable to Plaintiff, for $6,000 with a notation
that it is "for profit." This check was also not honored. NAR
issued a fourth check on September 3, 2019, payable to Plaintiff
for $500,000, which was again not honored.
Defendant Odeh delivered one or more of the checks and represented
to Plaintiff that one or more of the checks were valid.
Plaintiff, on September 9, 2019, made a demand of NAR, through Ehab
Odeh and Defendant Odeh, for payment of the two loans totaling
$1,185,000.
To induce Plaintiff to forbear on enforcing his rights under the
February 2019 and July 2019 agreements, Defendants agreed to
execute a new promissory note in the amount of $900,000, payable to
Plaintiff. The Defendants executed the Note on September 9, 2019.
Defendant Odeh also executed the Note on behalf of Reliant Asset
Corp., a corporation owned by Defendant Odeh.
Defendant Odeh represented the $900,000 would be available to be
repaid within two weeks, and that NAR would have funds available to
repay the $900,000 because it was awaiting clearing of funds by its
banks.
In connection with the forbearance and execution of the Note,
Defendant Odeh represented to Plaintiff that NAR was legitimate and
bought and sold precious metals, had used Plaintiff's loan for that
purpose, and would repay the loan from its business operations.
On or prior to the execution of the Note, Defendant Odeh was owner
or part owner of NAR and held himself out to be an owner of NAR.
Prior to executing the Note, Defendant Odeh held himself out to
Plaintiff to be an agent of NAR.
In connection with the execution of the Note, Defendant Salameh
adopted and joined in the representations made by Defendant Odeh.
Both defendants knew their statements to be false and used these
false statements to convince Plaintiff to rely on them.
Plaintiff did rely on them when deciding to forbear on enforcing
his rights to payment against NAR and Defendant Odeh.
These false representations to Plaintiff were part of a larger
scheme to fraudulently obtain funds from individuals in the Chicago
area. Defendant Odeh, solely and in collusion with family,
fraudulently obtained funds by promising to invest in precious
metals. They promised lucrative returns and would show initial
returns to induce further investment. NAR was operating as a Ponzi
scheme.
At the time of executing the Note, NAR did not invest the
$1,185,000 from Plaintiff and did not operate a legitimate
business, which Defendants knew. They also knew NAR would be unable
to repay the Note.
Plaintiff obtained a judgment against Defendants and the co-obligor
Reliant Asset Corp. in Cook County, Illinois, in the amount of
$1,037,068. The amount owed to Plaintiff by Defendants under the
judgment is $1,163,526.59.
Defendants filed a motion to dismiss the complaint under Fed. R.
Civ. P. 12(b)(6), asserting that the Complaint should be dismissed
because Plaintiff failed to state a claim for relief and seeks
dismissal with prejudice.
Defendants raised deficiencies that would prevent Plaintiff from
excepting Defendants' discharge under section 523(a)(2)(B). In his
Response, Plaintiff states that section 523(a)(2)(B) does not apply
to the Complaint's allegations and that "[t]his case proceeds under
Section 523(a)(2)(A)." Plaintiff has made clear that he is
objecting to discharge per section 523(a)(2)(A).
Defendants contend that the Complaint lacks sufficient detail as
required by Fed. R. Civ. P. 8 and 9(b) and therefore must be
dismissed. Defendants also claim the Complaint lacks sufficient
facts on topics including that:
-- NAR was a Ponzi scheme;
-- Defendants knew their statements were false;
-- Defendants possessed intent; and
-- Plaintiff justifiably relied on Defendants'
misrepresentations.
Having reviewed the Complaint as well as the papers filed, the
Court finds that the Complaint contains sufficient allegations to
state a claim for relief against Defendant Odeh, but fails to state
a claim for relief against Defendant Salameh. Accordingly, the
Motion is granted in part and denied in part.
The Complaint contains allegations directed at each of the required
elements of section 523(a)(2)(A) and puts Defendant Odeh on notice
and contains allegations to meet the more rigorous particularity
pleading requirements of Fed. R. Civ. P. 9(b). In this case, the
essential questions required by Rule 9(b) are all answered.
The required elements of Section 523(a)(2)(A) are:
(1) Defendant made a false representation or omission;
(2) Defendant knew that representation was false or he made it
with reckless disregard for the truth;
(3) Defendant made the statement with the intent to deceive
Plaintiff; and
(4) Plaintiff justifiably relied on the representation.
Forbearance is valuable to a Ponzi scheme to give it more time to
solicit funds and keep the scheme alive. According to the Court, it
is reasonable to infer Defendant Odeh knew Plaintiff would not
provide a forbearance if he knew NAR was a Ponzi scheme. Therefore,
Defendant Odeh intentionally told Plaintiff NAR was a legitimate
business to obtain the forbearance, the Court finds. Again, whether
Plaintiff will actually be able to prove his allegations
surrounding intent at trial is a question for a later time, the
Court notes.
The Court says it is reasonable to infer from the allegations that,
when agreeing to the terms of the Note, Plaintiff believed
Defendant Odeh's assurances that NAR was a legitimate business.
While the prior bad checks appear as obvious red flags in
hindsight, Plaintiff also alleges Defendant Odeh claimed NAR's
legitimate profits would be used to repay the Note under specific
terms. When making reasonable inferences in Plaintiff's favor, it
is possible to say both that Plaintiff relied on Defendant Odeh's
statements when agreeing to a forbearance and that the reliance was
justifiable, the Court states.
The Court points out unlike the allegations against Defendant Odeh,
there are no allegations that Defendant Salameh was a co-owner of
NAR, that Defendant Salameh delivered checks to Plaintiff, that
Defendant Salameh operated the Ponzi scheme, and that she
intentionally and falsely misrepresented that NAR was a legitimate
business. The factual allegations involving Defendant Salameh in
the Complaint are sparse, the Court finds.
The allegations in the Complaint, therefore, do not support a
plausible claim for relief under section 523(a)(2)(A) against
Defendant Salameh, the Court concludes. The Court will grant the
motion to dismiss as to Defendant Salameh only.
A copy of the Court's decision dated August 9, 2024, is available
at https://urlcurt.com/u?l=2cwAod
Awad Odeh and Julia Salameh filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ill. Case No. 23-05875) on May 3, 2023,
listing under $1 million in both assets and liabilities. The
Debtors are represented by Jeffrey Paulsen, Esq.
BAYOU CITY SMILES: Unsecureds Will Get 8.7% of Claims over 5 Years
------------------------------------------------------------------
Bayou City Smiles, PC submitted a Second Amended Plan of
Reorganization dated August 6, 2024.
The Debtor's Plan of Reorganization provides for the continued
operations of the Debtor in order to make payments to its creditors
as set forth in this Plan.
The Debtor proposes to pay allowed unsecured based on the
liquidation analysis and cash available. Debtor anticipates having
enough business and cash available to fund the plan and pay the
creditors pursuant to the proposed plan. It is anticipated that
after confirmation, the Debtor will continue in business. Based
upon the projections, the Debtor believes it can service the debt
to the creditors.
The Debtor will continue operating its business. The Debtor's Plan
will break the existing claims into seven classes of Claimants.
These claimants will receive cash repayments over a period of time
beginning on the Effective Date. While Debtor's Plan proposes to
pay claims not to exceed 5 years, nothing prevents Debtor from
prepaying its claims.
Class 6 consists of Allowed Unsecured Claims. All allowed unsecured
creditors shall receive a pro rata distribution at zero percent per
annum over the next 5 years beginning not later than the 15th day
of the first full calendar month following 30 days after the
effective date of the plan and continuing every year thereafter for
the additional 4 years remaining on this date. Debtor shall
commence disbursements to the Class 6 claims beginning the second
year of the plan through the fifth year after the effective date of
confirmation.
The Debtor will distribute up to $223,667.22 to the general allowed
unsecured creditor pool over the 5-year term of the plan. The
Debtor can make monthly, quarterly or yearly payments as to the
Class 6 Claimants. The Debtor's General Allowed Unsecured Claimants
will receive 8.7% of their allowed claims under this plan. Any
creditors listed in the schedules of Bayou City Smiles, PC. as
disputed and did not file a claim will not receive distributions
under this plan. The allowed unsecured claims total $1,944,310.25.
This Class is impaired.
The Debtor anticipates the continued operations of the business to
fund the Plan.
A full-text copy of the Second Amended Plan dated August 6, 2024 is
available at https://urlcurt.com/u?l=JgglIb from PacerMonitor.com
at no charge.
Counsel to the Debtor:
Vicky M. Fealy, Esq.
Fealy Law Fealy
1235 North Loop W Ste 1005
Houston, TX 77008
Telephone: (713) 526-5220
Facsimile: (713) 526-5227
Email: vfealy@fealylawfirm.com
About Bayou City Smiles, LLC
Bayou City Smiles, PC operates a dental office with two locations.
The Debtor filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 24-31145) on March 14,
2024, with $1 million to $10 million in both assets and
liabilities.
Judge Jeffrey P. Norman presides over the case.
Vicky M. Fealy, Esq., at The Fealy Law Firm, PC represents the
Debtor as bankruptcy counsel.
BEBCO ENVIRONMENTAL: Case Summary & 20 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Bebco Environmental Controls Corporation
D/B/A Best Purging Systems Corporation
4725 Lawndale
La Marque TX 77568
Business Description: Bebco offers a complete range of industrial
HVAC, pressurization & room air filtration
solutions for electrical enclosures,
shelters & buildings in oil refineries,
chemical manufacturing plants, offshore rigs
& other facilities with hazardous electrical
classified areas & corrosive environments.
Chapter 11 Petition Date: August 30, 2024
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 24-80258
Debtor's Counsel: Leonard Simon, Esq.
PENDERGRAFT & SIMON LLP
2777 Allen Parkway Suite 800
Houston TX 77019
Tel: 713-528-8555
Email: lsimon@pendergraftsimon.com
Estimated Assets: $50,000 to $100,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Michael K. Baucom 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/2A7GZTA/Bebco_Environmental_Controls_Corporation__txsbke-24-80258__0001.0.pdf?mcid=tGE4TAMA
BEECH TREE: Hires Ross Buehler Falk & Company LLP as Accountant
---------------------------------------------------------------
Beech Tree Trading, LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Pennsylvania to employ Ross
Buehler Falk & Company, LLP, as accountant.
The firm will assist in the preparation and filing of all Federal
and State tax returns, bookkeeping services including the closing
of the pre-Petition books and records of the Debtor and various and
miscellaneous business accounting matters as required in the
Debtor's case or as requested by Debtor's management.
The firm will be paid a retainer of $2,000.00. The firm will charge
a flat rate of $4,000 for the Accounting Services, including the
preparation of the year ending December 31, 2023 tax returns.
Jeff Bleacher, a Managing Partner at Ross Buehler Falk & Company,
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:
Jeff Bleacher
Ross Buehler Falk & Company, LLP
1500 Lititz Pike,
Lancaster, PA 19601
Tel: (717) 393-2700
Fax: (717) 393-1743
Email: jbleacher@rbfco.com
About Beech Tree Trading, LLC
Beech Tree Trading, LLC is engaged in the operations of a candy
store and vending machines.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Pa. Case No. 1:24-bk-01269) on May 22,
2024. In the petition signed by Christine Gable, member, the Debtor
disclosed up to $500,000 in both assets and liabilities.
Judge Henry W. Van Eck oversees the case.
Robert E. Chernicoff, Esq., at Cunningham, Chemicoff & Warahawsky
PC, represents the Debtor as legal counsel.
BETTER CHOICE: Fiscal Q2 Revenue Up 8%; Net Income Rises By 190%
----------------------------------------------------------------
Better Choice Company Inc. announced its results for the second
quarter ended June 30, 2024.
SECOND QUARTER 2024 FINANCIAL HIGHLIGHTS
* Revenue increased 8% to $8.5 million from the first quarter
2024
* Gross margin increased 403 basis points year-over-year
("YOY") to 38%
* Operating loss improved 72% YOY to $(0.7) million
* Operating margin improved 1,605 basis points YOY to (8)%
* Net income increased 190% YOY to $2.7 million
* Earnings per share improved 170% YOY to $2.98
* $3.6 million one-time gain on extinguishment of debt
* Adjusted EBITDA increased 98% YOY to less than $(0.1)
million1
SIX MONTHS 2024 FINANCIAL HIGHLIGHTS
* Gross margin increased 114 basis points YOY to 36%
* Operating loss improved 45% YOY to $(3.2) million
* Operating margin improved 101 basis points YOY to (19)%
* Net loss improved 97% YOY to $(0.2) million
* EPS improved 98% YOY to $(0.21)
* Adjusted EBITDA improved 60% YOY to $(1.4) million1
"Our second quarter performance demonstrates that our efforts to
stabilize operations, revamp channel strategy, and instill greater
financial governance are taking shape. We believe there is
significant runway for increased Halo growth at both Chewy and
Amazon as we continue to shift our investment, move to full funnel
activation, and improve our storytelling and share of voice,"
commented Chief Executive Officer, Kent Cunningham. "We see
increased opportunity for the Halo brand across the roughly $50
billion US & Canada pet food markets and the $30 billion
represented across the Asia-Pacific region. Halo sits at the
intersection of the two megatrends fueling market growth:
Humanization and Premiumization. Whether the pet parent is a clean
food consumer seeking all-natural nutrition that is minimally
processed and responsibly sourced, or seeking a dietary solution to
address allergies, skin and coat issues, digestive or other health
concerns, Halo provides products that deliver visible results."
Nina Martinez, Chief Financial Officer, also commented, "The
company's positive financial results are a testament to the strong
underlying performance and operating leverage we are seeing in the
business. The sales momentum and significant adjusted EBITDA1
improvement we saw in the second quarter truly reflect our
strategic pivots are working. Our International channel generated
27% top line growth from the first quarter, and 7% year-to-date
growth YOY. Our Digital channel, comprising of our E-commerce
platforms and legacy Direct-to-Consumer channel, generated 11%
topline growth as the Halo brand gains momentum domestically as
well. The YOY topline softness was expected internally as we have
made purposeful strategic exits of several unprofitable brick and
mortar customers, as well as the closing of our legacy Halo Pets
Direct-to-Consumer channel that was trending as a double digit
negative EBITDA1 channel. While these actions negatively impacted
our YOY topline, the positive impact to our bottom line was
critical as we significantly improved the financial shape of the
business and we are beating all internal targets. Supplier input
costs are coming down and we are unlocking profit through global
volumes, as is reflected in our gross margin improvement. We've
tightened operating expenses and have unlocked significant profit
levers through the channel strategy shifts. Our ability to improve
working capital, improve margins, and accelerate free cash flow
provide confidence in our ability to deliver on our near and
long-term goals."
About Better Choice
Better Choice Company Inc. is headquartered in Tampa, Florida, and
focuses on pet health and wellness. The company is known for its
premium pet products under the Halo brand, including Halo Holistic,
Halo Elevate, and the rebranded TruDog products.
BDO USA, P.C., based in Tampa, Florida, has been the company's
auditor since 2021. In its report dated April 12, 2024, BDO USA
issued a "going concern" qualification. The report highlighted that
the company has consistently incurred operating losses, has an
accumulated deficit, and failed to meet certain financial covenants
as of December 31, 2023. These factors raise substantial doubt
about Better Choice's ability to continue as a going concern for
the twelve months after the filing of the report.
For the year ended December 31, 2023, Better Choice reported a net
loss available to common stockholders of $22.8 million, a decrease
from $39.3 million in 2022. As of June 30, 2024, Better Choice
Company had $13.09 million in total assets, $9.15 million in total
liabilities, and $3.94 million in total stockholders' equity.
BL SANTA FE: Bankruptcy Court Retains Jurisdiction of HRV Case
--------------------------------------------------------------
The Honorable David T. Thuma of the United States Bankruptcy Court
for the District of New Mexico concluded that the bankruptcy court
has jurisdiction over the adversary proceeding captioned as HRV
SANTA FE, LLC, Plaintiff, v. JAY WOLF; JUNIPER INVESTMENT ADVISORS,
LLC; JUNIPER REAL ESTATE, LLC; JUNIPER CAPITAL PARTNERS, LLC;
JUNIPER BISHOPS MANAGER, LLC; JUNIPER BISHOPS, LLC; JUNIPER BL
HOLDCO, LLC; and JUNIPER BL PROPCO, LLC; Defendants, BL SANTA FE
(HOLDING), LLC, Nominal Defendant, Adv. Proc. 24-01002-t (Bankr.
D.N.M.).
This dispute involves the renovation of the Bishops Lodge resort
and hotel in Santa Fe, New Mexico. Before 2021, the Resort is owned
and operated by BL Santa Fe, LLC, which was wholly owned by BL
Santa Fe (Mezz), LLC, which is wholly owned by BL Santa Fe
(Holding), LLC. Plaintiff HRV Santa Fe, LLC is a minority owner of
Holding and, from 2017 to December 16, 2020, was the manager of
Holding, Mezz, and Resort Owner.
On June 14, 2019, Defendant Juniper Bishops, LLC made a $15,000,000
"mezzanine" loan to Mezz to supplement a senior loan obtained by
Resort Owner from another lender. The Mezzanine Loan was secured by
Mezz's 100% membership interest in Resort Owner. Together, the
loans were to fund the renovation of the Resort
The renovation fell behind schedule and was over budget. In
December 2020, the majority members of Holding voted to remove HRV
and its owner, Richard Holland, from their positions as officers
and managers of Holding, Mezz and Resort Owner, and to appoint a
board of managers comprised of Brad Brooks, Michael Norvet, Nunzio
DeSantis, and Alex Walter.
In January 2021, Holland, Juniper Bishops, and the Board of
Managers understood that additional capital would be required to
complete the renovation project. Holding's members were unwilling
or unable to contribute additional equity, so they looked for a
replacement lender. One prospective lender/investor was Andrew
Blank, who stated that he was interested in infusing equity into
the Resort and paying off Juniper Bishops. Another prospective
lender/investor was Juniper Bishops itself, which offered term
sheets to refinance the renovation in February and April 2021.
The majority members of Holding signed a terms sheet submitted by
Juniper Bishops in April. Mr. Holland and HRV did not. Instead, Mr.
Holland signed a term sheet with Mr. Blank. The Board of Managers
did not sign the Blank Term Sheet.
When Juniper Bishops learned of the Blank Term Sheet it withdrew
its term sheet and declared the mezzanine loan in default. On April
19, 2021, Juniper Bishops gave notice that it would conduct a
public sale of its collateral, the membership interest of Resort
Owner. Mezz responded that it would file for bankruptcy to prevent
the sale.
Ultimately, Juniper Bishops, the Board of Managers, and others
signed a restructuring support agreement that outlined the terms of
a proposed restructuring. On August 30, 2021, in furtherance of the
RSA, Resort Owner and Mezz filed voluntary chapter 11 cases in the
United States Bankruptcy Court for the District of Delaware,
commencing the jointly administered chapter 11 cases. On the
petition date, the debtors filed a motion for approval of
debtor-in-possession financing, wherein Juniper Bishops would
provide Mezz with $5,800,000 of post-petition financing to fund the
Debtors' operations during the Bankruptcy Cases. The Delaware
bankruptcy court overruled HRV's objection and approved the
debtor's post-petition financing with Juniper Bishops.
Plaintiff filed this derivative action on December 15, 2023, in the
First Judicial District Court, State of New Mexico. In its
complaint Plaintiff asserted that Juniper Bishops breached
fiduciary duties to Holding (Count I); aided and abetted the
Majority Members' breaches of fiduciary duty to Holding (Count II);
and that all Defendants entered into a civil conspiracy to
marginalize, circumvent, and damage Plaintiff by favoring the
Juniper Bishops' restructuring proposal rather than Mr. Blank's
(Count III). Plaintiff later added two similar counts against
Messrs. Walter, Brooks, and Norvet. Plaintiff alleged that it was
damaged because Mezz lost all the equity value in Resort Owner and
asked for compensatory damages, punitive damages, and
disgorgement.
Defendants removed the state court action to the Bankruptcy Court
on January 12, 2024, followed by a motion for change of venue to
the Delaware bankruptcy court. Plaintiff responded with a motion to
remand the proceeding to state court or, alternatively, for the
Bankruptcy Court to abstain from hearing the proceeding. After full
briefing and argument, the Bankruptcy Court denied the
remand/abstention motion.
Plaintiff filed a notice of appeal of the order denying remand,
along with a motion for leave to appeal the order.
On July 11, 2024, the Bankruptcy Court held a status conference on
the motion for change of venue. Plaintiff argued that the
Bankruptcy Court lacked jurisdiction to decide the venue motion
until the district court had ruled on the interlocutory appeal. In
support of its position, Plaintiff relied on the "collateral order
doctrine." Defendants dispute that the collateral order doctrine
applies and argue that the Bankruptcy Court retains jurisdiction
over the proceeding. The issue has been fully briefed.
Plaintiff did not file a written motion for stay pending appeal in
the Bankruptcy Court or the district court. However, Plaintiff
asserts it made an oral motion for a stay at the status
conference.
Plaintiff argues that the Bankruptcy Court lacks jurisdiction over
this proceeding because the appeal comes within the "collateral
order doctrine."
The Bankruptcy Court points out if an interlocutory appeal comes
within the "collateral order doctrine," it is treated like an
appeal of a final order, in that jurisdiction over the entire
proceeding shifts to the appeals court. Plaintiff argues that its
appeal of the Bankruptcy Court's order denying remand comes within
the doctrine, so the Bankruptcy Court has no jurisdiction to take
any further action until the appeal has been resolved.
Plaintiff's appeal of the Bankruptcy Court's order denying the
remand/abstention motion does not come within the collateral order
doctrine. Plaintiff's jurisdictional argument, which is based
solely on the doctrine, is overruled.
Although Plaintiff did not argue this point, the jurisdictional
implications of Plaintiff's motion for leave to file an
interlocutory appeal, now pending in the district court, should be
considered.
The Bankruptcy Court points out if a motion for leave to pursue an
interlocutory appeal is granted, the bankruptcy court loses
jurisdiction over those aspects of the case involved in the appeal.
In this case, the district court has not yet ruled on Plaintiff's
motion for leave to pursue an interlocutory appeal. Unless and
until the district court grants the motion, the Bankruptcy Court
retains jurisdiction over the proceeding.
Plaintiff has made no attempt to carry its burden in the Bankruptcy
Court of showing that the order denying remand involved a
controlling question of law as to which there is substantial ground
for difference of opinion, nor that immediate appeal from the order
could materially advance the ultimate termination of the
litigation. In other words, Plaintiff has not shown, or attempted
to show, that the district court likely will grant Plaintiff's
motion for interlocutory appeal, the Bankruptcy Court finds.
There has been no showing that Plaintiff would suffer irreparable
harm unless the proceeding is stayed, the Bankruptcy Court states.
There has been no showing that the Defendants would not be harmed,
nor about the balance of the harms if the stay were granted, the
Bankruptcy Court says.
There has been no showing that the public interest would be
promoted by a stay.
In sum, Plaintiff made no attempt to carry its burden of showing
entitlement to a stay pending appeal, the Bankruptcy Court
concludes. The alleged informal motion for a stay will be denied,
the Bankruptcy Court holds.
A copy of the Court's decision dated August 12, 2024, is available
at https://urlcurt.com/u?l=zSWwNK
About BL Santa Fe
BL Santa Fe, LLC and BL Santa Fe (MEZZ), LLC own and operate
Bishop's Lodge, a luxury resort located at 1297 Bishops Lodge Road,
Santa Fe, N.M.
The Debtors filed petitions for Chapter 11 protection (Bankr. D.
Del. Lead Case No. 21-11190) on Aug. 30, 2021, listing $50 million
to $100 million in both assets and liabilities. Judge Craig T.
Goldblatt oversees the cases.
The Debtors tapped the Law Offices of Frank J. Wright, PLLC and
Young Conaway Stargatt & Taylor, LLP as legal counsel, and
ValueScope, Inc. as restructuring advisor. Stretto serves as the
Debtors' claims and noticing agent and administrative advisor.
BROCATO'S SANDWICH: Unsecureds to Split $5K via Quarterly Payments
------------------------------------------------------------------
Brocato's Sandwich Shop, Inc., filed with the U.S. Bankruptcy Court
for the Middle District of Florida a Plan of Reorganization dated
August 6, 2024.
The Debtor operates a sandwich shop located at 5021 E Columbus Dr.,
Tampa, Florida 33619. Since 1948, the Debtor has been recognized
for selling some of the best Cuban sandwiches, deviled crabs, and
stuffed potatoes in Tampa.
The Plan proposes to pay creditors of the Debtor from the Debtor's
current and future earnings.
This Plan provides for 1 class of priority claims; 2 classes of
secured claims; 1 class of general unsecured claims; and 1 class of
equity security holders. Unsecured creditors holding allowed claims
will receive a pro rata distribution on their allowed claim over
five years. This Plan also provides for the payment of
administrative and priority claims under the terms to the extent
permitted by the Code or by agreement between the Debtor and the
claimant.
Class 4 consists of General Unsecured Claims. Claimants will be
paid their pro rata share of $5,000 in twenty quarterly payments of
$250, without interest, with payments commencing on the start of
the calendar quarter immediately following the Effective Date of
the Plan and continuing for a total of twenty consecutive quarters.
In the event that this quarter starts less than 30 days after the
Effective Date of the Plan, payment shall not commence until the
following quarter.
Promissory notes will be issued to each creditor in this class with
allowed claims to evidence payments, which promissory notes shall
be enforceable in any Court of Competent Jurisdiction. The amount
of the pro rata distribution will be considered final and binding
30 days after the filing of the Certificate of Substantial
Consummation by the Debtor.
Class 5 consists of Equity Security Holders of the Debtor. Equity
will retain ownership in the Debtor post-confirmation. No
distributions will be made to equity until such time as all
payments in Class 4 have been made.
Michael Brocato will continue to manage the Debtor post
confirmation. The Plan will be funded by the continued operations
of the Debtor.
A full-text copy of the Plan of Reorganization dated August 6, 2024
is available at https://urlcurt.com/u?l=7WjEWS from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Buddy D. Ford, Esq.
Jonathan A. Semach, Esq.
Heather M. Reel, Esq.
Buddy D. Ford, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: (813) 877-4669
Fax: (813) 877-5543
Email: All@tampaesq.com
Email: Jonathan@tampaesq.com
Email: Heather@tampaesq.com
About Brocato's Sandwich Shop
Brocato's Sandwich Shop, Inc., owns and operates a sandwich
restaurant.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02613) on May 8,
2024. In the petition signed by Michael Brocato, president, the
Debtor disclosed $14,595 in assets and $1,396,391 in liabilities.
Judge Roberta A. Colton oversees the case.
Buddy D. Ford, Esq., at BUDDY D. FORD, P.A., is the Debtor's legal
counsel.
CAMBRIAN HOLDING: Lease Assignment to American Resources Valid
--------------------------------------------------------------
Judge Eric E. Murphy of the United States Court of Appeals for the
Sixth Circuit affirmed the declaration order issued by the United
States Bankruptcy Court for the Eastern District of Kentucky at
Lexington that approved Cambrian Holding Company's assignment of a
lease to mine coal on land owned by Hazard Coal Corporation to
American Resources Corporation.
Hazard Coal owns a coal mine in eastern Kentucky. Decades ago, it
leased its interest in this mine to another entity. The lease
allowed this lessee to extract coal from the mine in exchange for
paying royalties to Hazard Coal. At some point, a subsidiary of
Cambrian Holding Company obtained the lessee's interest in the
lease. In 2019, however, Cambrian fell on hard times. It filed for
bankruptcy along with 18 affiliates, including its leaseholder
subsidiary. This case concerns the way that Cambrian transferred
its interest in the Hazard Coal lease to American Resources
Corporation during the bankruptcy proceedings.
As part of its reorganization plan, Cambrian proposed to sell most
of its assets, including its interest in the Hazard Coal lease,
under 11 U.S.C. Sec. 363. In August 2019, the bankruptcy court
approved "Bidding Procedures" for an auction of these assets.
After Cambrian held the auction, the first successful bidder
dropped out. So Cambrian held a second auction days later. This
time, American Resources prevailed.
Critically, however, the Bidding Procedures explained that Cambrian
could consider a bid to buy its interest in the Hazard Coal lease
only if the bidder verified that it was not "permit blocked" --
meaning that government authorities had not blocked the bidder from
obtaining a permit to mine coal. Yet American Resources was permit
blocked, and both companies knew as much. They proceeded with the
sale anyway. To make matters worse, their Original Agreement
falsely warranted that American Resources was not permit blocked.
Worse still, Cambrian and American Resources did not tell the
bankruptcy court at the sale hearing that American Resources was
permit blocked. The bankruptcy court issued a "Sale Order" that
approved the sale of Cambrian's lease interest to American
Resources. This order identified American Resources as a "good
faith purchaser" entitled to protection under Sec. 363(m) and
reiterated that Hazard Coal was now "barred from objecting" to the
assignment. The Sale Order also approved the Original Agreement,
including its false warranty that American Resources was not permit
blocked. The order allowed Cambrian and American Resources to
modify the agreement without further court approval if any change
did "not have a material effect" on Cambrian or its estate. The
deal closed days after the hearing.
For reasons known only to Hazard Coal, the company sat on its
rights throughout this time. It received written notice of
Cambrian's intent to transfer the lease, the Bidding Procedures,
and the deadlines to object. Before the auction, however, it did
not object to any assignment of the lease. It also did not attend
the auction and the sale hearing. Lastly, it did not appeal the
Sale Order.
Hazard Coal instead showed up later. On October 9, 2019, it asked
the court to reconsider, alter, amend, or vacate the Sale Order.
According to the Court, Hazard Coal's motion originally raised
challenges that do not matter now. In a later "response," though,
Hazard Coal added a new argument in support of the motion: its
research showed that Kentucky had permit blocked American
Resources. This fact allegedly made it "impossible" for the parties
to execute the Original Agreement and American Resources' false
statements allegedly showed that it was not a good-faith purchaser
under Sec. 363(m).
The bankruptcy court considered Hazard Coal's motion at a hearing
on December 19, 2019. The day before, Cambrian filed a "notice"
that announced it had completed the lease assignment to American
Resources and attached the final agreement. But the contract
contained different terms from the Original Agreement. Their
"Revised Agreement" disclaimed any suggestion that American
Resources was not permit blocked. The agreement instead noted that,
if American Resources were found to be permit blocked, its status
"would not reasonably be expected to have a material adverse effect
on the" lease transfer.
At the hearing the next day, Cambrian's counsel tried to justify
the company's failure to disclose American Resources'
permit-blocked status. She explained that American Resources wanted
to bid at the first auction and that all parties in attendance knew
that it was permit blocked.
In early January 2020, the court issued a "Reconsideration Order"
that denied Hazard Coal's October 2019 motion. The court treated
Hazard Coal's request as a motion to alter or amend the Sale Order
under Federal Rule of Civil Procedure 59(e). The court found that
Hazard Coal did not satisfy this rule's standards because the
company should have raised its objections before the court entered
the Sale Order. The court added that Hazard Coal's "new evidence"
-- that American Resources was permit blocked -- did not justify
its tardiness. Because public information showed American
Resources' permit-blocked status at the time of the auction, Hazard
Coal could have objected on this basis before the court issued the
Sale Order.
On January 16, 2020, the bankruptcy court held another hearing. At
the start, it stated that the Original Agreement's
misrepresentation about American Resources' permit-blocked status
was "troubling" and that it had yet to decide whether the Revised
Agreement had made any "material" changes that required approval.
The court reiterated this point while speaking to a different
creditor. When Hazard Coal's counsel raised the issue, by contrast,
the court suggested that it had denied the company's motion to
reconsider and that the company was merely "asking for the same
relief in different wrapping paper." The next day, the bankruptcy
court denied Hazard Coal's motion.
Meanwhile, Hazard Coal asked the United States District Court for
the Eastern District of Kentucky at Lexington overseeing its
Lease-Termination Suit to resolve whether American Resources had
breached the lease through its post-assignment conduct. The
district court obliged. It granted Hazard Coal summary judgment in
part, holding that American Resources' failure to pay royalties
breached the lease and that this breach caused the lease to
terminate. At Hazard Coal's request, though, the court stayed the
case pending Hazard Coal's appeal of the bankruptcy court's
Declaration Order.
This appeal instead grows out of a separate state-court suit. Given
the bankruptcy court's view that American Resources' failure to pay
the electric company raised a state-law contract issue, Hazard Coal
sued American Resources (and an affiliate) in Kentucky state court.
In this Lease-Termination Suit, Hazard Coal alleged that American
Resources had breached the lease by failing to pay royalties and
keep the mine in working order.
American Resources removed the suit to federal district court under
the court's diversity jurisdiction. The company then filed a
counterclaim against Hazard Coal for tortious interference.
American Resources alleged that Hazard Coal's incessant challenges
to the lease assignment had hindered its ability to obtain the
funding needed to operate the mine.
Hazard Coal moved for summary judgment. It gave two main reasons
why it did not have a valid lease with American Resources. Hazard
Coal argued that American Resources' post-assignment breaches of
the lease had terminated the lease on its own terms. Regardless,
Hazard Coal next argued that Cambrian had not validly assigned the
lease to American Resources in the first place because the
bankruptcy court had never approved the Revised Agreement's
allegedly material change.
In response, American Resources did something ordinary: it filed an
opposition to the summary-judgment motion in the Lease-Termination
Suit. American Resources then did something out of the ordinary: it
returned to bankruptcy court. The company filed a standalone motion
in Cambrian's bankruptcy case asking for a "declaration" that
Cambrian had validly assigned the lease to it.
In January 2021, a year after the Reconsideration Order, the
bankruptcy court found it "beneficial" to issue a "Declaration
Order." The court rejected Hazard Coal's argument that the Revised
Agreement's change rendered the deal invalid. It reasoned: "The
[Reconsideration] Order already determined that the alteration did
not affect the assumption and assignment of the Lease or the
conclusion that Hazard Coal was estopped from disputing the
transfer." It further clarified that the Declaration Order did not
"alter the earlier decisions" and was designed only "to assist the
parties' understanding of prior orders."
Hazard Coal has now appealed the bankruptcy court's Declaration
Order to the Sixth Circuit.
On appeal, the parties dispute whether the Declaration Order
(properly) clarified earlier findings or (improperly) made new
findings. According to Hazard Coal, none of the bankruptcy court's
prior orders had ever approved the Revised Agreement or found that
this agreement made only immaterial changes that did not require
court approval. So it argues that the Declaration Order wrongly
made new findings. According to American Resources, the court
reasonably found that its Reconsideration Order had already
rejected Hazard Coal's claim that the court should void the sale
because of American Resources' permit-blocked status.
According to Judge Murphy, "As the district court also recognized,
we have only a narrow question before us: Did the bankruptcy court
reasonably interpret its prior orders as barring Hazard Coal's
challenge to the lease assignment? Given our abuse-of-discretion
standard of review, we think so. In particular, the Declaration
Order reasonably found that the bankruptcy court's prior orders had
"estopped" Hazard Coal 'from disputing the' lease assignment's
validity because Hazard Coal waited too long to assert its
rights."
"To reiterate, we find American Resources' conduct concerning,"
Judge Murphy says. He explains, "At oral argument, its counsel
could not explain the seemingly blatant misrepresentations that his
client made to the bankruptcy court. And Hazard Coal has suggested
that these misrepresentations caused it great harm because American
Resources has not kept the mine in working order. But the
bankruptcy court held that the misrepresentations did not suffice
to overcome Hazard Coal's failure to timely challenge the lease
assignment. And we must respect our deferential standard of review.
In addition, now is not the time to consider Hazard Coal's
arguments about the harm that American Resources has caused it. The
district court in the Lease-Termination Suit has already held that
American Resources breached the lease through its post-assignment
conduct. Our conclusion here says nothing about the appropriate
damages (if any) that Hazard Coal should receive for that alleged
breach or the lost value of Hazard Coal's mine."
A copy of the Court's decision dated August 6, 2024, is available
at https://urlcurt.com/u?l=IoAay6
About Cambrian Holding
Belcher, Kentucky-based Cambrian Holding Company, Inc., and its
subsidiaries produce and process metallurgical coal and thermal
coal for use by utility providers and industrial companies located
primarily in the eastern United States and Canada. The company
began operations in 1991 and, over time, acquired various mines and
mining-related assets from major coal corporations.
Cambrian Holding Company and 18 of its affiliates each filed a
petition seeking relief under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Ky. Lead Case No. 19-51200) on June 16, 2019. At the
time of the filing, Cambrian Holding Company had estimated assets
and liabilities of less than $50,000. Judge Gregory R. Schaaf
oversees the cases.
The Debtors tapped Frost Brown Todd, LLC as bankruptcy counsel;
Whiteford, Taylor & Preston, LLP as litigation counsel; Jefferies,
LLC as investment banker; and FTI Consulting, Inc., as financial
advisor. Epiq Corporate Restructuring, LLC, is the notice, claims
and solicitation agent.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors, which tapped Foley & Lardner, LLP as legal
counsel; Barber Law PLLC as local counsel; and B. Riley FBR, Inc.
as financial advisor.
CAREER MATCHING: Unsecureds Will Get 32.95% of Claims in Plan
-------------------------------------------------------------
Career Matching Platform, Inc., filed with the U.S. Bankruptcy
Court for the Southern District of New York a Subchapter V Plan of
Reorganization dated August 5, 2024.
The Company operates as a software based platform dedicated to job
searching, endeavoring to streamline recruitment and job searching
processes for its users by establishing direct connections between
users and prospective employers in real-time.
The Debtor is 100% owned by Boris Rozman. The Debtor functions as
an advanced platform designed to help businesses acquire candidates
in real-time using programmatic algorithms powered by artificial
intelligence. The Company operates its platform primarily through
various technological programs and software licenses that it
outsources from cloud-based providers.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $664,881.18, after
accounting for payments to holders of pre petition Allowed Secured
Claims.
The financial projections are based on a combination of actual
historical results factoring in the impact of COVID-19 on such
results as well as reasonable educated estimates of anticipated
performance and costs. The Debtor submits that its monthly
operating reports as filed, which each reflect actual results from
operations, supports the current accuracy of such projections.
This Plan of Reorganization proposes to pay creditors the Debtor
from cash flow from operations.
The non-priority unsecured creditors holding allowed claims
totaling $2,017,596.91 as reflected in proofs of claims on file or
such claims having been scheduled as undisputed, liquidated and
non-contingent and not having filed a proof of claim, in Class 3
will receive distributions on a pro-rata basis from disposable
income over the five year life of the Plan, which the proponent of
this Plan has valued at approximately $0.3295 cents on the dollar
based on an assumption that such claims are allowed in the amounts
filed, or as scheduled, in the event such creditor did not file a
proof of claim. This Plan also provides for the payment of
administrative and priority claims.
Class 3 consists of the Allowed General Unsecured Claims against
the Debtor. Upon the Effective Date of the Plan, in full
satisfaction of its Allowed General Unsecured Claim, on the yearly
anniversary of Effective Date of every year thereafter for 5
consecutive years, each holder of a Class 3 Allowed General
Unsecured Claim will receive a Pro Rata Distribution, of the
Debtor's projected disposable income (approximately in aggregate
the sum of 32.95%), except as otherwise agreed.
The Debtor's annual projected disposable income is $99,953.82 for
the first year of the Plan, after paying all operating expenses and
payments to Goodman, with annual projected disposable income for
years 2-5 of the Plan being $141,231.84, after any working capital
reserves each year, for a total of $664,881.18 paid out to holders
of Allowed Class 3 Claims during the life of the Plan. Class 3
Claims are impaired.
Class 4 consists of Equity security holders of the Debtor. Upon the
Effective Date of the Plan, the holder of the Interests of the
Debtor shall retain such Interest. Class 4 Interests are
unimpaired, and therefore holders of Class 4 Interests are deemed
to have voted to accept the Plan.
The distributions to the creditors of the Debtor that are to be
made on and after the Effective Date under this plan shall be
funded from the ongoing operations of the Reorganized Debtor
postEffective Date and existing cash of the Reorganized Debtor. The
Debtor and Reorganized Debtor specifically reserve all future
income necessary for operating expenses and working capital.
A full-text copy of the Subchapter V Plan dated August 5, 2024 is
available at https://urlcurt.com/u?l=loTBZy from PacerMonitor.com
at no charge.
Counsel to the Debtor:
Richard J. McCord, Esq.
Robert D. Nosek, Esq.
Certilman Balin Adler & Hyman, LLP
90 Merrick Avenue
East Meadow, NY 11554
Telephone: (516) 296-7000
Email: rmccord@certilmanbalin.com
About Career Matching Platform
Career Matching Platform is an online career platform helping job
seekers find their next career without ads, misleading links or any
spam emails or text.
Career Matching Platform, Inc. filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Case No. 24-10792) on May 7, 2024, listing $402,899 in assets and
$1,926,406 in liabilities. The petition was signed by Boris Rozman
as managing member.
Judge Martin Glenn presides over the case.
Dawn Kirby, Esq., at KIRBY AISNER & CURLEY LLP, is the Debtor's
counsel.
CBDMD INC: Gets NYSE American Extension Until December 2025
-----------------------------------------------------------
cbdMD, Inc. announced that it received notice from the NYSE
American LLC that it had accepted the Company's plan to regain
compliance with the NYSE American continued listing standards and
granted a plan period through December 5, 2025.
As previously disclosed on June 5, 2024, the Company received a
letter from the NYSE American stating that the Company was not in
compliance with the continued listing standards set forth in
Sections 1003(a)(ii) of the NYSE American Company Guide. Section
1003(a)(ii) requires a listed company to have stockholders' equity
of $4 million or more if the listed company has reported losses
from continuing operations and/or net losses in three of its four
most recent fiscal years. The Company reported a stockholders'
deficit of $3.1 million as of March 31, 2024, and has had losses
from continuing operations and/or net losses in three of its four
most recent fiscal years ended September 30, 2023.
NYSE American has accepted the Company's plan and granted a plan
period through December 5, 2025. During the plan period, the
Company will be subject to quarterly review to determine if it is
making progress consistent with the plan. If the Company does not
regain compliance with the NYSE American listing standards by
December 5, 2025, or if the Company does not make sufficient
progress consistent with its plan, then the NYSE American may
initiate delisting proceedings.
The Company's preferred stock and common stock will continue to be
listed on the NYSE American during the plan period pursuant to an
extension. The Company's receipt of such notification from the NYSE
American does not affect the Company's business, operations or
reporting requirements with the U.S. Securities and Exchange
Commission.
"We appreciate the NYSE American's of our plan acceptance and are
encouraged with the progress of our business in the third and
fourth fiscal quarters. The acceptance of the plan is the next
critical step to addressing our ongoing capital structure
challenges and lets us re-engage our Series A preferred
shareholders to help create a solution involving the accrued
dividend, "says T. Ronan Kennedy the Company's CEO.
The Company can provide no assurances that it will be able to make
progress with respect to its plan that NYSE American will determine
to be satisfactory, that it will regain compliance with Section
1003(a)(ii) of the Company Guide on or before the expiration of the
plan period, or that developments and events occurring subsequent
to the Company's formulation of the plan or its acceptance by the
NYSE American will not adversely affect the Company's ability to
make sufficient progress and/or regain compliance with Section
1003(a)(ii) of the Company Guide on or before the expiration of the
plan period or result in the Company's failure to be in compliance
with other NYSE American continued listing standards.
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 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 the ability
to 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.
CEMTREX INC: Fails to Meet Nasdaq Equity and Bid Price Requirements
-------------------------------------------------------------------
Cemtrex, Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on August 21, 2024, the
Company received a notification letter from the Listing
Qualifications Department of The Nasdaq Stock Market LLC notifying
the Company that, because the stockholder's equity for the Company
was below $2,500,000 as reported on its Form 10-Q for the period
ended June 30, 2024, the Company no longer meets the minimum
shareholder's equity requirement for continued listing on The
Nasdaq Capital Market under Nasdaq Marketplace Rule 5550(b)(1),
requiring a minimum stockholder's equity of $2,500,000.
In addition, as reported on Form 8-K filed with the Securities and
Exchange Commission on June 17, 2024, on June 14, 2024, the Company
received a notification letter from the Listing Qualifications
Department of Nasdaq notifying the Company that, because the
closing bid price for the Company's common stock listed on Nasdaq
was below $1.00 for 30 consecutive trading days, the Company no
longer meets the minimum bid price requirement for continued
listing on The Nasdaq Capital Market under Nasdaq Marketplace Rule
5550(a)(2), requiring a minimum bid price of $1.00 per share.
The notification has no immediate effect on the listing of the
Company's common stock. In accordance with Nasdaq Marketplace Rule
5810(c)(3)(A), the Company has 45 calendar days to submit a plan to
regain compliance or until October 7, 2024. If the plan is
accepted, Nasdaq can grant an extension of up to 180 calendar days
from the date of this letter to evidence compliance, or until
February 18, 2025, to regain compliance with the Minimum
Stockholder's Equity Requirement. If at any time before February
18, 2025, the Company's stockholder's equity is reported at or
above $2,500,000, Nasdaq will provide written notification that the
Company has achieved compliance with the Minimum Stockholder's
Equity Requirement.
The Company is currently working on a plan to submit to Nasdaq to
regain compliance on the Minimum Stockholder's Equity Requirement
and action to meet the Minimum Bid Price Requirement. There can be
no guarantee that the Company will be able to regain compliance
with either requirement or that its plan will be accepted by
Nasdaq.
About Cemtrex
Cemtrex, Inc. was incorporated in 1998 in the state of Delaware and
has evolved through strategic acquisitions and internal growth into
a multi-industry company. During the first quarter of fiscal year
2023, the Company reorganized its reporting segments to be in line
with its current structure consisting of (i) Security, (ii)
Industrial Services, and (iii) Cemtrex Corporate.
As of June 30, 2024, Cemtrex had $43.8 million in total assets,
$43.5 million in total liabilities, $304,967 in non-controlling
interest and $47,956 in total Cemtrex shareholders' equity.
Jericho, New York-based Grassi & Co, CPAs, P.C., the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated Dec. 28, 2023, citing that the Company has sustained
net losses and has significant short-term debt obligations, which
raise substantial doubt about its ability to continue as a going
concern.
CHARA SOFTWARE: Daniel Etlinger Named Subchapter V Trustee
----------------------------------------------------------
The U.S. Trustee for Region 21 appointed Daniel Etlinger of
Underwood Murray, P.A. as Subchapter V trustee for Chara Software,
LLC.
Mr. Etlinger will be paid an hourly fee of $350 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Etlinger declared that he is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Daniel E. Etlinger
Underwood Murray, P.A.
100 N. Tampa Street, Suite 2325
Tampa Florida 33602
(813) 540-8401
Email: detlinger@underwoodmurray.com
About Chara Software
Chara Software, LLC, a company in Destin, Fla., filed a petition
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D.
Fla. Case No. 24-30647) on August 15, 2024, with $100,000 to
$500,000 in assets and $1 million to $10 million in liabilities.
Brian Martino, president and owner, signed the petition.
Michael A. Wynn, Esq., at Wynn & Associates, PLLC represents the
Debtor as legal counsel.
CLARITY DIAGNOSTICS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Clarity Diagnostics, LLC
1060 Holland Dr., Suite H
Boca Raton, FL 33487
Business Description: Clarity Diagnostics is a manufacturer of
point of care rapid diagnostic tests,
diagnostic equipment, and over-the-counter
diagnostic tests that are targeted toward
the Continuum of Care, Alternative Care,
Acute Care, Laboratory, and OTC markets.
The Clarity line of diagnostic solutions
includes the following product categories:
Urinalysis, Infectious Disease, Pregnancy
Testing, Cancer Markers, Drugs of Abuse,
Hemoglobin, and Glucose Testing.
Chapter 11 Petition Date: August 30, 2024
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 24-18938
Judge: Hon. Erik P Kimball
Debtor's Counsel: Bradley S. Shraiberg, Esq.
SHRAIBERG PAGE PA
2385 NW Executive Center Dr
Suite 300
Boca Raton, FL 33431
Tel: 561-443-0800
Email: bss@slp.law
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 millijon to $10 million
The petition was signed by Richard Simpson as president.
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/F25QWWY/Clarity_Diagnostics_LLC__flsbke-24-18938__0001.0.pdf?mcid=tGE4TAMA
COLUMBINE HEIGHTS: Case Summary & Nine Unsecured Creditors
----------------------------------------------------------
Debtor: Columbine Heights LLC
17 Beacon Hill Lane
Englewood, CO 80111
Business Description: Columbine Heights has equitable interest in
real property located in Weld County,
State of Colorado valued at $16 million.
Chapter 11 Petition Date: August 30, 2024
Court: United States Bankruptcy Court
District of Colorado
Case No.: 24-15117
Judge: Hon. Kimberley H Tyson
Debtor's Counsel: Jeffrey A. Weinman, Esq.
ALLEN VELLONE WOLF HELFRICH & FACTOR, P.C.
1600 Stout Street
1900
Denver, CO 80202
Tel: 303-534-4499
Email: jweinman@allen-vellone.com
Total Assets: $16,000,000
Total Liabilities: $2,150,391
The petition was signed by Michael Blumenthal as manager.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/3EWTG6Y/Columbine_Heights_LLC__cobke-24-15117__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Nine Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Civilian Engineering Engineering $7,305
PO Box 8 Services
Hygiene, CO 80533
2. FRICO $3,524
Farmers Reservoir
and Irrigation Co.
80 South 27th Avenue
Brighton, CO 80601
3. Icenogle Seaver Pogue $411
4725 S. Monaco
Street, Suite 360
Denver, CO 80237
4. Kirby Smith $16,688
6201 South Hudson Court
Centennial, CO 80121
5. LCS Transportation Vendor $0
1889 York St
Denver, CO 80206
6. Pinnacle Consulting Columbine $8,074
Metropolitan District
550 W. Eisenhower Blvd.
Loveland, CO 80537
7. Rocky Ridge Civil $4,389
Engineering
2204 18th Avenue,
Suite 107
Longmont, CO
80501-9709
8. Rumler, Tarbox Lyden Vendor $0
1775 S Harrison St
Suite 1250
Denver, CO 80210
9. Structure Properties LLC $80,000
515 Kimbark Street,
Suite 103
Longmont, CO 80501
COMTECH TELECOM: CSNTI President Holds 10,610 Common Shares
-----------------------------------------------------------
Daniel Gizinski, CSO and President of CSNTI, filed a Form 3 Report
with the U.S. Securities and Exchange Commission, disclosing direct
beneficial ownership of 10,610 shares of common stock of Comtech
Telecommunications Corp. (CMTL) and restricted stock units totaling
16,981.
The restricted stock units were granted under the Company's 2000
Stock Incentive Plan and 2023 Equity and Incentive Plan, with
vesting dates extending from August 4, 2025, to July 31, 2027.
A full-text copy of Mr. Gizinski's SEC Report is available at:
https://tinyurl.com/2fenzvwj
About Comtech Telecommunications
Headquartered in Huntington, New York, Comtech Telecommunications
Corp. designs, develops, and manufactures technology electronic
products and systems.
As of April 30, 2024, Comtech had $991 million in total assets,
$414.33 million in total liabilities, $170.25 million in
convertible preferred stock, and $406.42 million in total
stockholders' equity.
In its Quarterly Report for the three months ended April 30, 2024,
Comtech said that its current cash and liquidity projections raise
substantial doubt about its ability to continue as a going concern.
Based on its current business plans, including projected capital
expenditures, the Company believes its current level of cash and
cash equivalents, excess availability under its revolver loan, and
liquidity expected to be generated from future cash flows will be
sufficient to fund its operations over the next 12 months beyond
the issuance date. However, such a determination is dependent on
several factors including, but not limited to, general business
conditions and the Company's ability to reduce investments in
working capital (such as unbilled receivables). If the Company is
unable to maintain its current level of cash and cash equivalents,
excess availability under its revolver loan, or generate sufficient
liquidity from future cash flows, the Company's business, financial
condition, and results of operations could be materially and
adversely affected.
COMTECH TELECOM: Doug Houston Holds 4,138 Shares, 9,586 RSUs
------------------------------------------------------------
Doug Houston, President of Antennas and Systems at Comtech
Telecommunications Corp., filed a Form 3 Report with the U.S.
Securities and Exchange Commission, disclosing direct beneficial
ownership of 4,138 shares of common stock and 9,586 restricted
stock units (RSUs) with varying vesting dates.
The RSUs are granted under the Company's 2000 Stock Incentive Plan,
with vesting dates extending from August 4, 2025, to August 11,
2026.
A full-text copy of Mr. Houston's SEC Report is available at:
https://tinyurl.com/mr24pefs
About Comtech Telecommunications
Headquartered in Huntington, New York, Comtech Telecommunications
Corp. designs, develops, and manufactures technology electronic
products and systems.
As of April 30, 2024, Comtech had $991 million in total assets,
$414.33 million in total liabilities, $170.25 million in
convertible preferred stock, and $406.42 million in total
stockholders' equity.
In its Quarterly Report for the three months ended April 30, 2024,
Comtech said that its current cash and liquidity projections raise
substantial doubt about its ability to continue as a going concern.
Based on its current business plans, including projected capital
expenditures, the Company believes its current level of cash and
cash equivalents, excess availability under its revolver loan, and
liquidity expected to be generated from future cash flows will be
sufficient to fund its operations over the next 12 months beyond
the issuance date. However, such a determination is dependent on
several factors including, but not limited to, general business
conditions and the Company's ability to reduce investments in
working capital (such as unbilled receivables). If the Company is
unable to maintain its current level of cash and cash equivalents,
excess availability under its revolver loan, or generate sufficient
liquidity from future cash flows, the Company's business, financial
condition, and results of operations could be materially and
adversely affected.
CYANOTECH CORP: All Proposals Approved at Annual Meeting
--------------------------------------------------------
Cyanotech Corporation on August 22, 2024, held its 2024 Annual
Meeting of the Stockholders, during which the Stockholders:
1. Elected the Matthew K. Custer, Michael A. Davis, David M.
Mulder, and David L. Vied to the Board of Directors named in the
proxy statement;
2. Approved the 2024 Independent Director Stock Option and
Restricted Stock Grant Plan;
3. Ratified the selection of Grant Thornton LLP as the
Company's independent registered public accounting firm for the
fiscal year ending March 31, 2025.
The Company also held its Annual Organization Meeting of the Board.
During the Organizational Meeting, it was resolved that Michael A.
Davis, appointed Chairman of the Board, David M. Mulder and David
L. Vied were all determined to be independent directors under
Section 1.1(9) of the OTCQB Listing Rules. Also resolved was the
appointment of committee members to the Board concurrent with their
terms as directors, or until their earlier resignation or removal
from such committee.
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.
CYANOTECH CORP: Jennifer Rogerson Appointed VP of Finance
---------------------------------------------------------
Cyanotech Corporation disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that on August 22, 2024,
the Company named Jennifer Rogerson, 35, as its Vice President of
Finance and Administration. In connection with the appointment,
Felicia Ladin will remain as Chief Financial Officer, VP of Finance
and Administration, and Treasurer until her retirement date of
September 5, 2024, at which point Ms. Rogerson will become CFO, VP
of Finance and Administration, and Treasurer.
In connection with her appointment, Ms. Rogerson will receive an
annual base salary of $195,000 and will be eligible to receive a
fiscal year-end bonus per the Management Bonus Plan, subject to the
Company's pretax profit and distributed as part of an overall
management bonus program. After her appointment, Ms. Rogerson will
receive options to purchase 50,000 shares of the Company's common
stock under the Company's 2016 Equity Incentive Plan (the "Plan"),
subject to the terms of the Plan and a Stock Option Grant Notice
and Option Agreement. The exercise price per share of the Options
will be the closing price on the date of grant. The Options are
scheduled to vest over three years at 16,666 shares for the first
year and 16,667 shares per year for the remaining two years. Ms.
Rogerson will be eligible to participate in all other employee
benefit plans and compensation programs that the Company maintains
for salaried employees and executive officers.
Ms. Rogerson has over 15 years of experience in accounting, finance
and operations. From July 2022 to May 2024, Ms. Rogerson worked at
Mixhers, LLC, as CFO, Chief Operating Officer and VP of Finance,
with her last position as Executive VP. From March 2014 to July
2022, Ms. Rogerson worked at BestCompany, formerly SkyRocket Media,
in which she had positions of increasing responsibility including
Controller, Director of Accounting and Human Resources, with her
last position as VP of People and Finance. Ms. Rogerson received a
Bachelor of Science degree in Accounting from Western Governors
University.
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.
DRIVEN BRANDS: S&P Alters Outlook to Negative, Affirms 'B+' ICR
---------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative and
affirmed all ratings on North Carolina-based automotive services
provider Driven Brands Holdings Inc., including its 'B+' issuer
credit rating.
The stable outlook reflects S&P's expectation for higher sales and
operating income supporting S&P Global Ratings-adjusted leverage
improving to around 6x over the next 12 months.
S&P said, "The outlook revision to stable reflects Driven's
stabilizing performance and our expectations for improving credit
protection metrics. Driven's operating performance through the
first half of fiscal 2024, especially profitability, continues to
stabilize across the company's four segments. Revenue growth has
been light (1.2% during the first six months of 2024) due to lower
car wash and paint, collision, and glass (PCG) revenue, but the
company's maintenance segment, its largest by EBITDA contribution,
has performed well despite a challenging consumer environment.
Boosting maintenance segment performance is consumers needing to
maintain their vehicles in addition to the convenience of the
brands services and new store growth. Further, profitability is
stabilizing due to higher sales leverage at the maintenance segment
as well better glass segment performance. Profitability is also
helped by management's cost initiatives. At the same time, the
company has used cash to repay debt including $20 million in term
loan prepayments and $25 million in revolver borrowings. This has
also helped reduce leverage to 6.6x as of June 29, 2024, from a
peak of 7.2x in the third quarter of 2023. We project leverage will
improve to 6.3x by year end, led by EBITDA growth and additional
debt reduction.
"While sales growth in 2024 has modestly trailed our previous
projections, we expect earnings will continue to stabilize and
rebound in 2025. This includes our forecast for S&P Global
Ratings-adjusted EBITDA margin to expand 90 basis points this year
to 29.6% and roughly 60 bps to 30.2% in 2025. Driven's
profitability is improving due to initiatives including an increase
in the number of franchise stores and cost management and
efficiency efforts across the platform. In addition, earnings have
benefitted from sales leverage at the maintenance segment and
improved operations at the glass segment from new customer
contracts. We also believe the recent appointment of a permanent
CFO with experience in retail and franchising will help support
these initiatives. Still, Driven's car wash operations continue to
show weakness because of the high penetration of retail customers.
This is despite management's efforts to increase car wash
memberships, noting around 200,000 members have been added this
year.
"We anticipate positive and increasing reported free operating cash
flow (FOCF) over the next two years. We project FOCF of
approximately $50 million in 2024, which we expect to accelerate to
nearly $90 million next year. This includes our expectation for
gross capital expenditures (capex) of about $270 million. This is a
notable decrease from Driven's elevated historical spending,
including nearly $600 million in 2023, geared toward substantial
store growth and other investments. Going forward, we expect the
company will direct capex toward expanding the maintenance segment.
In addition, Driven has maintained its net leverage targets of
below 4.5x this year, and below 3x by 2026. Based on company
calculations, net leverage was recently 4.8x compared with its S&P
Global Ratings-adjusted leverage of 6.6x for the same time period.
While we have not assumed it in our base case, Driven could use
FOCF to reduce leverage."
Driven maintains a solid position in the highly fragmented
automotive services market, with approximately a 5% market share.
The company operates as one of the largest independent providers of
automotive services in the U.S. and Canada, a position that
supports sales growth and profitability. Driven's portfolio of
brands, including Meineke, Maaco, Take 5, and others, has
contributed to overall sales growth and operational diversification
while providing growth opportunities. The company's geographic
diversification is also a strength, mitigating regional performance
variations and seasonal volatility. Furthermore, S&P anticipates
Driven will benefit from factors such as an aging car parc,
increasing vehicle miles traveled, and the growing complexity of
vehicles. Moreover, Driven has managed to sustain growth in 2024
despite a challenging environment. This, along with the company's
significant penetration of franchise operations, leads S&P to
maintain its positive comparable ratings analysis modifier.
S&P said, "The stable outlook reflects our expectation that
Driven's initiatives and ongoing automotive maintenance spending
will modestly improve its operating performance over the next year.
We project the company will maintain relatively stable credit
metrics, including S&P Global Ratings-adjusted leverage of 6x and
interest coverage around 3x over the next 12 months."
S&P could lower its rating on Driven if its credit metrics
deteriorate, including S&P Global Ratings-adjusted leverage of
above 6.5x. This could occur if:
-- Operating performance weakens leading to declining sales,
profitability and cash flow; or
-- The company pursues a more aggressive financial policy,
including making a large, debt-financed acquisition.
S&P said, "We could raise our rating if the company executes its
operating strategies and consistently pursues deleveraging of its
balance, resulting in S&P Global Ratings-adjusted leverage of less
than 5x. This would likely be supported by financial policy
including reduced ownership by its current financial sponsor.
"Governance factors are a moderately negative consideration, as it
is for most rated entities controlled by private-equity sponsors.
Our assessment reflects Roark Capital's, as the financial sponsor,
controlling ownership in the company. We believe Driven's highly
leveraged financial risk profile points to corporate
decision-making that prioritizes the interests of controlling
owners. This also reflects private-equity sponsors' generally
finite holding periods and focus on maximizing shareholder returns.
While we do not anticipate a major shift in the company's strategy
or financial policy, we think Roark could exert meaningful
influence on the company's operating and financial governance."
DS TEXAS: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: DS Texas Capital, LLC
7227 Cemetery Road
Manvel, TX 77578
Chapter 11 Petition Date: September 1, 2024
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 24-34098
Debtor's Counsel: Susan Tran Adams, Esq.
TRAN SINGH, LLP
2502 La Branch, St.
Houston, TX 77004
Email: stran@ts-llp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ryan Gregory as managing member.
The Debtor filed an empty list of its 20 largest unsecured
creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/XIGRJ2Y/DS_Texas_Capital_LLC__txsbke-24-34098__0001.0.pdf?mcid=tGE4TAMA
EPIC COMPANIES: Committee Seeks to Hire Stinson LLP as Counsel
--------------------------------------------------------------
The official committee of unsecured creditors of EPIC Companies
Midwest, LLC and its affiliates seeks approval from the U.S.
Bankruptcy Court for the District of North Dakota to employ Stinson
LLP as counsel.
The firm will provide these services:
a. consulting with the Debtors and the Office of the United
States Trustee regarding administration of the Bankruptcy Case;
b. advising the Committee with respect to its rights, powers,
and duties as they relate to the Bankruptcy Case;
c. investigating the acts, conduct, assets, liabilities, and
financial condition of the Debtors;
d. assisting the Committee in analyzing the Debtors'
pre-petition and post-petition relationships with its creditors,
equity interest holders, employees, and other parties in interest;
e. assisting and negotiating on the Committee's behalf in
matters relating to the claims of the Debtors' other creditors;
f. assisting the Committee in preparing pleadings and
applications as may be necessary to further the Committee's
interests and objectives;
g. researching, analyzing, investigating, filing and
prosecuting litigation on behalf of the Committee in connection
with issues including but not limited to avoidance actions or
fraudulent conveyances;
h. representing the Committee at hearings and other
proceedings;
i. reviewing and analyzing applications, orders, statements of
operations, and schedules filed with the Court and advising the
Committee regarding all such materials;
j. aiding and enhancing the Committee's participation in
formulating a plan;
k. assisting the Committee in advising its constituents of the
Committee's decisions, including the collection and filing of
acceptances and rejections to any proposed plan; and
l. performing such other legal services as may be required and
are deemed to be in the interests of the Committee.
The firm will be paid at these rates:
Partners $565 per hour
Of Counsel $470 per hour
Associates $340 to $395 per hour
Paralegals $265 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Benjamin J. Court, Esq., a partner at Stinson 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:
Benjamin J. Court, Esq.
Christopher J. Harayda, Esq.
Stinson LLP
50 South Sixth Street, Suite 2600
Minneapolis, MN 55402
Tel: (612) 335-1500
Fax: (612) 335-1657
Email: benjamin.court@stinson.com
cj.harayda@stinson.com
About EPIC Companies Midwest, LLC
EPIC Companies Midwest LLC, a real estate investing and development
firm in Minot, N.D., and its affiliates filed voluntary Chapter 11
petitions (Bankr. D.N.D. Lead Case No. 24-30281) on July 8, 2024.
In the petitions signed by Patrick Finn, chief restructuring
officer, EPIC Companies Midwest disclosed $10 million to $50
million in both assets and liabilities.
Judge Shon Hastings oversees the cases.
Steven Kinsella, Esq., at Fredrikson & Byron, PA represents the
Debtors as legal counsel.
EXELA TECHNOLOGIES: S&P Withdraws 'CCC' Issuer Credit Rating
------------------------------------------------------------
S&P Global Ratings withdrew all of its ratings on Exela
Technologies Inc., including the 'CCC' issuer credit rating and
'CCC' issue-level and '4' recovery ratings on the senior secured
term loan, at the issuer's request. At the time of the withdrawal,
S&P's outlook on the company was negative.
FARM CUP: Updates Unsecured Claims Pay Details
----------------------------------------------
Farm Cup Coffee LLC submitted a First Amended Subchapter V Plan of
Reorganization dated August 6, 2024.
The Debtor filed this case to preserve/rehabilitate the business
and reorganize its financial affairs.
Postpetition, the Debtor has continued to reduce its operating
expenses, as necessary and appropriate, including but not limited
to, making pastries in housekeeping detailed inventory lists to
only order necessities, scheduling hours for employees that are
complimentary to the business and reducing operating hours at
Century City.
The fair market value of all property of the estate is $81,747.
Total liabilities are $794,541.
Class 2b consists of General Unsecured Claims. Each member of Class
#2b will be paid a pro rata share of a fund totaling $27,600,
created by the Debtor's payment:
* Pro rata means the entire fund amount divided by the total
of all allowed claims in this class.
* Payment amount is $900 per quarter for a period of the first
4 quarters and $1,500 per quarter for the duration of the Plan.
* Payments will begin on February 1, 2025.
As set forth in the Exhibit "B," this class includes: the claims of
the U.S. Small Business Administration ("SBA") (Loan No. 9110) [POC
No. 1], ODK Capital, LLC [POC No. 16], Velocity Capital Group, LLC
[POC No. 15], FundFi Merchant Funding, LLC, and Funding Metrics LLC
[POC No. 2], which are all rendered unsecured due to the value of
the Debtor's assets and the amounts owed to senior lienholders.
The IRS secured claim is fully unsecured based on the amount of the
senior lienholders and the value of all the Debtor's assets. Of the
secured claim, the principal of $38,334.80 and the interest of
$1,094.59 are priority; the penalties of $7,604.40 are general
unsecured.
The LATTC secured claim is fully unsecured based on the amount of
the senior lienholders and the value of all the Debtor's assets. Of
the secured claim, the principal of $1,554 is general unsecured.
These liens will be permanently stripped off of the Debtor’s
assets at the time the discharge is entered.
Postpetition, the Debtor is mainly cash flow positive, and the
Debtor is able to pay all its bills as they come due.
As set forth in Mr. Haro's attached declaration and the projected
income and expenses chart, the Debtor believes that it will be able
to meet all of its financial obligations under the Plan. However,
as the Plan contemplates payments to claimants over time following
the Effective Date, it is possible that, based on factors that are
either not apparent at this time or do not exist at this time, that
Debtor will not have sufficient cash flow to pay all of the
obligations created under the Plan.
Specifically, the Plan is funded by the revenue generated by the
operation of the business.
A full-text copy of the First Amended Subchapter V Plan dated
August 6, 2024 is available at https://urlcurt.com/u?l=LeANcT from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Roksana D. Moradi-Brovia, Esq.
Matthew D. Resnik, Esq.
RHM LAW, LLP
17609 Ventura Blvd., Suite 314
Encino, CA 91316
Tel: (818) 285-0100
Fax: (818) 855-7013
Email: roksana@RHMFirm.com
matt@RHMFirm.com
About Farm Cup Coffee LLC
Farm Cup Coffee LLC owns and operates a quick-service restaurant
located in Century City that focuses on reliable and good food with
coffee service, and a coffee shop in West Hollywood.
The Debtor filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11687) on
March 5, 2024, listing up to $50,000 in assets and $500,001 to $1
million in liabilities.
Judge Vincent P Zurzolo presides over the case.
Matthew D. Resnik, Esq. at Rhm Law LLP represents the Debtor as
counsel.
FLUENT INC: Phillip Frost, M.D. Holds 22.5% Equity Stake
--------------------------------------------------------
Phillip Frost, M.D. disclosed in Schedule 13D/A Report filed with
the U.S. Securities and Exchange Commission that as of July 9,
2024, he beneficially owns 3,805,165 shares of common stock of
Fluent, Inc., which includes 66,667 shares of Fluent's common stock
underlying the Convertible Note, representing 22.5% of Fluent's
common stock. The percentage of beneficial ownership is based upon
16,871,826 shares of the Company's common stock outstanding as of
August 16, 2024.
Frost Gamma Investments Trust beneficially owns 3,796,831 shares of
common stock, which includes 66,667 shares of Fluent's common stock
underlying the Convertible Note. Dr. Phillip Frost is the trustee
of Gamma Trust. Frost Gamma L.P. is the sole and exclusive
beneficiary of Gamma Trust. Dr. Frost is one of two limited
partners of Frost Gamma L.P. The general partner of Frost Gamma
L.P. is Frost Gamma, Inc., and the sole shareholder of Frost Gamma,
Inc. is Frost-Nevada Corporation. Dr. Frost is also the sole
shareholder of Frost-Nevada Corporation.
A full-text copy of Mr. Frost's SEC Report is available at:
https://tinyurl.com/mrypaemf
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. As of March 31, 2024, the Company had
$103.58 million in total assets, $74.83 million in total
liabilities, and $28.75 million in total shareholders' equity.
While management believes the proceeds from the Private Placement
and the 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.
FOREST BEND: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Forest Bend, LLC
4117 Boca Bay Drive
Dallas, TX 75244
Business Description: Forest Bend is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: September 1, 2024
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 24-32702
Debtor's Counsel: Robert Buchholz, Esq.
THE LAW OFFICE OF ROBERT W. BUCHHOLZ, P.C.
5220 Spring Valley Road, Suite 618
Dallas, TX 75254
Tel: (214) 754-5500
Email: bob@attorneybob.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dan Blackburn as president.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/BNBJ55I/Forest_Bend_LLC__txnbke-24-32702__0001.0.pdf?mcid=tGE4TAMA
GLENDA SWARTZ: Hires Mccrate Delaet & Company as Accountant
-----------------------------------------------------------
Glenda Swartz Mulch, LLC, seeks approval from the U.S. Bankruptcy
Court for the Southern District of Ohio to employ Mccrate, Delaet &
Company as accountant.
The firm will provide these services:
a. advise the Debtor with respect to tax liabilities;
b. process payroll weekly;
c. prepare and file related payroll tax returns;
d. other general accounting and bookkeeping services.
The firm will be paid as follows:
Accounting and payroll services $150 per hour
Tax compliance services $275 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Kevin Schlarman, a partner at Mccrate, Delaet & Company, 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 Schlarman
Mccrate, Delaet & Company
1005 S Main Ave 203
Sidney, OH 45365
Tel: (937) 492-3161
About Glenda Swartz Mulch, LLC
Glenda Swartz Mulch, LLC is engaged in the business of mulch
manufacturing and sales.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ohio Case No. 24-30946) on May 18,
2024. In the petition signed by Glenda M. Swartz, sole member, the
Debtor disclosed $1,855,478 in assets and $2,149,979 in
liabilities.
Judge Guy R Humphrey oversees the case.
Dustin R. Hurley, Esq., at HURLEY LAW, LLC, represents the Debtor
as legal counsel.
GLOBAL LEADERSHIP: S&P Affirms 'BB-' Rating on 2020A-B Revenue Bond
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' long-term rating on the
Philadelphia Authority for Industrial Development, Pa.'s series
2020A and 2020B revenue bonds, issued for Global Leadership Academy
Charter School (GLA) and removed the rating from CreditWatch, where
it had been placed with negative implications on April 4, 2024. The
outlook is negative.
"The negative outlook reflects our view of GLA's constrained
financial profile, with a trend of deficit operations, and slim
liquidity position, which led to covenant violations for fiscal
2023," said S&P Global Ratings credit analyst Sue Ryu. While the
school expects to improve financial performance and stabilize
liquidity based on its preliminary 2024 results and 2025 approved
budget, if unsuccessful, S&P could lower the rating.
S&P said, "The negative outlook reflects our view that there is at
least a one-in-two chance we could lower the rating over the near
term if operating pressures persist, such that maximum annual debt
service (MADS) coverage continues to remain weak or below
covenanted levels, or such that DCOH declines from current levels.
"We could lower the rating if the school fails to improve financial
performance over the near term, leading to weak MADS coverage or
liquidity. We could also lower the rating if the school does not
implement findings of the consultancy oversight report or GLA
continues to violate its bond covenants. Though not currently
expected, we could also lower the rating if enrollment unexpectedly
declines or if the school issues additional debt.
"We could revise the outlook to stable if GLA demonstrates progress
in implementing recommendations from its management consultant,
which results in the school improving MADS coverage, absent
one-time funding, growing its liquidity position and meeting
budgeted enrollment targets, while remaining in compliance with its
bond covenants."
HAMMER FIBER: Reports Net Loss of $504,467 in Fiscal Q3
-------------------------------------------------------
Hammer Fiber Optics Holdings Corp. filed with the U.S. Securities
and Exchange Commission its Quarterly Report on Form 10-Q reporting
a net loss of $504,467 on $770,412 of revenues for the three months
ended April 30, 2024, compared to a net loss of $205,711 on
$767,527 of revenues for the three months ended April 30, 2023.
For the nine months ended April 30, 2024, the Company reported a
net loss of $581,664 on $2.51 million of revenues, compared to a
net loss of $628,936 on $2.31 million of revenues for the same
period in 2023.
As of April 30, 2024, doubt existed as to the Company's ability to
continue as a going concern as the Company has no certainty of
earning additional revenues in the future, has a working capital
deficit and an overall accumulated deficit since inception. The
Company will require additional financing to continue operations
either from management, existing shareholders, or new shareholders
through equity financing and/or sources of debt financing.
As of April 30, 2024, the Company had $7.96 million in total
assets, $4.18 million in total liabilities, and $3.78 million in
total stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/mrywtn2p
About Hammer Fiber Optics
Hammer Fiber Optics Holdings Corp. is now an alternative
telecommunications carrier that is poised to position itself as a
premier provider of diversified dark fiber networking solutions as
well as high-capacity broadband wireless access networks in the
United States and abroad.
The Company has consistently sustained losses since its inception.
These factors, among others, raise substantial doubt about the
ability of the Company to continue as a going concern for a period
of one year from the issuance of these financial statements. The
Company's continuation as a going concern is dependent upon, among
other things, its ability to increase revenues, adequately control
operating expenses, and receive debt and/or equity capital from
third parties. No assurance can be given that the Company will be
successful in these efforts, according to the Company's Quarterly
Report for the period ended Jan. 31, 2024.
For the year ended July 31, 2023, Hammer Fiber Optics Holdings
reported a net loss of $1,920,242, compared to a net loss of
$1,353,528 for the same period in 2022.
HIGH WIRE: Reports Net Income of $4.8 Million in Fiscal Q2
----------------------------------------------------------
High Wire Network Solutions, Inc. filed with the U.S. Securities
and Exchange Commission its Quarterly Report on Form 10-Q reporting
a net income of $4,785,325 attributable to the Company's common
shareholders on $1,937,618 of revenues for the three months ended
June 30, 2024, compared to a net loss of $4,141,995 attributable to
the Company's common shareholders on $1,699,542 of revenues for the
three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
income of $4,370,887 attributable to the Company's common
shareholders on $3,999,121 of revenues, compared to a net loss of
$3,973,686 attributable to the Company's common shareholders on
$3,648,640 of revenues for the same period in 2023.
The Company generated operating losses in the three and six months
ended June 30, 2024, and 2023, and High Wire has historically
generated operating losses since its inception and has relied on
cash on hand, sales of securities, external bank lines of credit,
and issuance of third-party and related party debt to support cash
flow from operations. As of and for the six months ended June 30,
2024, the Company had an operating loss of $4,531,039, cash flows
used in continuing operations of $5,003,076, and a working capital
deficit of $3,185,829.
Management believes that based on relevant conditions and events
that are known and reasonably knowable, its forecasts of operations
for one year from the date of the filing of the unaudited condensed
consolidated financial statements in the Company's Quarterly Report
on Form 10-Q indicate improved operations and the Company's ability
to continue operations as a going concern. The Company has
contingency plans to reduce or defer expenses and cash outlays
should operations not improve in the look forward period. The
continuation of the Company as a going concern is dependent upon
the continued financial support from its shareholders, the ability
of management to raise additional equity capital through private
and public offerings of its common stock, and the attainment of
profitable operations. These unaudited condensed consolidated
financial statements do not include any adjustments to the
recoverability and classification of recorded asset amounts and
classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.
Management requires additional funds over the next twelve months to
fully implement its business plan. Management is currently seeking
additional financing through the sale of equity and from borrowings
from private lenders to cover its operating expenditures. There can
be no certainty that these sources will provide the additional
funds required for the next twelve months.
As of June 30, 2024, the Company had $11,929,207 in total assets,
$9,463,333 in total liabilities, and $2,465,874 in total
stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/2n4e97hm
About High Wire
High Wire Network Solutions, Inc., incorporated on Jan. 20, 2017,
is a global provider of managed cybersecurity, managed networks,
and tech-enabled professional services delivered exclusively
through a channel sales model. The Company's Overwatch managed
security platform-as-a-service offers organizations end-to-end
protection for networks, data, endpoints, and users via multiyear
recurring revenue contracts in this fast-growing technology
segment. HWN has continuously operated under the High Wire Networks
brand for 23 years.
Draper, Utah-based Sadler, Gibb & Associates, LLC, the Company's
auditor since 2014, issued a "going concern" qualification in its
report dated April 19, 2024, citing that the Company has incurred
losses since inception, has negative cash flows from operations,
and has negative working capital, which creates substantial doubt
about its ability to continue as a going concern.
ILUSTRATO PICTURES: Narrows Net Loss to $548,021 in Fiscal Q2
-------------------------------------------------------------
Ilustrato Pictures International Inc. filed with the U.S.
Securities and Exchange Commission its Quarterly Report on Form
10-Q reporting a net loss of $548,021 on $4.25 million of revenue
for the three months ended June 30, 2024, compared to a net loss of
$3.45 million on $1.94 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 $2.71 million on $5.35 million of revenue, compared to a
net loss of $4.66 million on $3.6 million of revenue for the same
period in 2023.
Currently, the Company has incurred operating losses, and as of
December 31, 2023, the Company also had a working capital deficit
and an accumulated deficit. Management believes the Company needs
to raise additional capital for working capital purposes. There is
no assurance that such financing will be available in the future.
As of June 30, 2024, the Company had $65.4 million in total assets,
$34.8 million in total liabilities, and $30.6 million in total
stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/bden48fx
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 raises
substantial doubt about its ability to continue as a going concern.
JGA DEVELOPMENT: U.S. Trustee Appoints Creditors' Committee
-----------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent unsecured creditors in the Chapter 11 case
of JGA Development, LLC.
The committee members are:
1. Susheer Gandotra
4578 Oakwood Lane
Nazareth, PA 18064-8670
2. Sagar Patel
1936 W Wolfram St.
Chicago, IL 60657-4032
3. Amar Ruparelia
270 W 17th St. Apt 3F
New York, NY 10011-5354
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 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.
KINETIC ENTROPY: Hires Lake Forest Bankruptcy II APC as Counsel
---------------------------------------------------------------
Kinetic Entropy, LLC seeks approval from the U.S. Bankruptcy Court
for the Central District of California to employ Lake Forest
Bankruptcy II, APC as counsel.
The firm will provide these services:
a. advise and assist the Debtor with respect to compliance
with the requirements of the United States Trustee;
b. advise the Debtor regarding matters of bankruptcy law,
including the rights and remedies of the Debtor with regard to its
assets and liabilities; The firm will be paid at these rates;
c. represent the Debtor in any proceedings or hearings before
this Court and in any action in any other court where the Debtor's
rights under the Bankruptcy Code may be affected;
d. conduct examinations of witnesses, claimants, or adverse
parties and to prepare and assist in the preparation of reports,
accounts, and pleadings related to the Debtor's chapter 11 case;
e. advise the Debtor concerning the requirements of the
Bankruptcy Code and applicable rules as the same may affect the
Debtor in its Chapter 11 case;
f. assist the Debtor in the formulation, negotiation,
confirmation, and implementation of a Chapter 11 plan of
reorganization, liquidation or combination thereof; and
g. take such other action and perform such other services as
the Debtor may require in connection with their Chapter 11 case.
The firm will be paid at $500 per hour.
The firm received from the Debtor a retainer of $5,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Anerio V. Altman, Esq., a [artner at Lake Forest Bankruptcy II,
APC, 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:
Anerio Ventura Altman, Esq.
Lake Forest Bankruptcy
P.O. Box 515381
Los Angeles
Tel: (949) 218-2002
Email: avaesq@lakeforestbkoffice.com
About Kinetic Entropy LLC
Kinetic Entropy LLC is part of the traveler accommodation
industry.
Kinetic Entropy LLC sought relief under Subchapter V of Chapter 11
of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-15376) on
July 8, 2024. In the petition filed by Patricia L. Stewart, as
managing member, the Debtor reports total assets of $4,015,600 and
total liabilities of $2,803,500.
The Honorable Bankruptcy Judge Sheri Bluebond oversees the case.
The Debtor is represented by:
Anerio Ventura Altman, Esq.
LAKE FOREST BANKRUPTCY
P.O. Box 515381
Los Angeles
Tel: (949) 218-2002
Email: avaesq@lakeforestbkoffice.com
KING'S MOVING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: King's Moving & Storage, Inc.
2111 E Industrial St
Wichita, KS 67216
Business Description: The Debtor is primarily engaged in providing
local or long-distance specialized freight
trucking.
Chapter 11 Petition Date: August 30, 2024
Court: United States Bankruptcy Court
District of Kansas
Case No.: 24-10850
Judge: Hon. Mitchell L Herren
Debtor's Counsel: Nicholas R. Grillot, Esq.
HINKLE LAW FIRM LLC
1617 N. Waterfront Parkway, Suite 400
Wichita, KS 67206
Tel: 316-267-2000
Fax: 316-264-1518
Email: ngrillot@hinklaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Britt D. King as president.
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/T3S7TMI/Kings_Moving__Storage_Inc__ksbke-24-10850__0001.0.pdf?mcid=tGE4TAMA
LA HACIENDA: Hires Freeman Firm P.C. as Special Counsel
-------------------------------------------------------
La Hacienda Mobile Estates, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of California to employ
Freeman Firm, P.C as special counsel.
The firm will represent the Debtor relating to issues surrounding a
civil rights complaint against the City of Fresno.
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.
Adam T. Bolt, Esq., a partner at Freeman Firm, P.C., disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Adam T. Bolt, Esq.
Freeman Firm, P.C.
1770 Saint James Place $120
Houston, TX 77056
Tel: (713) 973-1000
About La Hacienda Mobile Estates
La Hacienda Mobile Estates, LLC, is primarily engaged in renting
and leasing real estate properties.
La Hacienda sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bank. D. Del. Case No. 24-10984) on May 9, 2024,
with $1 million to $5 million in both assets and liabilities. The
petition was signed by Matt Davies as managing member.
The Hon. Karen B. Owens presides over the case.
The Debtor tapped Ashby & Geddes, P.A., as bankruptcy counsel.
LFTD PARTNERS: Appoints Sharial Howard to Board of Directors
------------------------------------------------------------
LFTD Partners Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that the Board of Directors
of the Company appointed Sharial Howard to fill a vacancy to serve
as the ninth member of the Company's nine-member Board of
Directors, which Ms. Howard formally accepted on August 20, 2024.
Ms. Howard, 43, is a reputable, Senior Real Estate Professional
with @properties Christie's International Real Estate in the
Chicago/Chicagoland area where she practices residential and
commercial real estate. She has a 15-year real estate law
background composed of 5 years in residential real estate law and
10 years in commercial real estate law. She holds the Accredited
Buyer Representative Designation and is a Certified Pricing
Strategy Advisor and Certified Real Estate Negotiation Expert. She
is a member of the Chicago Association of REALTORS®, Illinois
REALTORS® and the National Association of REALTORS® and has been
featured in CS Magazine, Crain's Chicago Business Magazine, Chicago
Real Producers Magazine and N'Digo Magazine for her contributions
in the real estate industry. Sharial is a proud graduate of the
University of Illinois at Urbana-Champaign.
About LFTD Partners Inc.
Publicly traded LFTD Partners Inc. (OTCQB: LIFD), headquartered in
Jacksonville, Fla., is the parent corporation of Lifted Made, based
in Kenosha, WI. Lifted Made manufactures and sells hemp-derived and
other psychoactive products under its award-winning Urb Finest
Flowers brand. The company is the worldwide, exclusive manufacturer
and seller of Diamond Supply Co. and Cali Sweets hemp-derived
products.
As of March 29, 2024, Spokane, Wash.-based Fruci & Associates II,
the Company's auditor since 2018, issued a "going concern"
qualification in its report. The report cited that the Company has
an accumulated deficit, net losses, and is subject to unique
regulatory risks and uncertainties. These factors, among others,
raise substantial doubt about the Company's ability to continue as
a going concern.
As of June 30, 2024, LFTD Partners had $47,099,452 in total assets,
$9,392,608 in total liabilities, and $37,706,844 in total
stockholders' equity.
LIDO 10 LLC: Hires RHM Law LLP as General Bankruptcy Counsel
------------------------------------------------------------
Lido 10 LLC seeks approval from the U.S. Bankruptcy Court for the
Central District of California to employ RHM Law LLP as general
bankruptcy counsel.
The firm will provide these services:
a. provide advice and assistance regarding compliance with the
requirements of the United States Trustee;
b. provide advice regarding matters of bankruptcy law,
including the rights and remedies of the Debtor in regard to its
assets and with respect to the claims of creditors;
c. render advice regarding cash collateral matters;
d. conduct examinations of witnesses, claimants or adverse
parties and to prepare and assist in the preparation of reports,
accounts and pleadings;
e. provide advice concerning the requirements of the
Bankruptcy Code and applicable rules;
f. assist with the negotiation, formulation, confirmation and
implementation of a Chapter 11 plan of reorganization; and
g. make any appearances in the Bankruptcy Court on behalf of
the Debtor; and to take such other action and to perform such other
services as the Debtor may require.
The firm will be paid at these rates:
Matthew D. Resnik, Partner $675 per hour
Roksana D. Moradi-Brovia, Partner $600 per hour
Russell J. Stong III, Associate $475 per hour
Jonathan Hayes, Senior Associate $750 per hour
David M. Kritzer, Associate $550 per hour
W. Sloan Youksetter, Associate $450 per hour
Rosario Zubia, Paralegal $135 per hour
Joan Fidelson, Paralegal $135 per hour
Priscilla Bueno, Paralegal $135 per hour
Rebeca Benitez, Paralegal $135 per hour
Max Bonilla, Paralegal $135 per hour
Susue Segula, Paralegal $135 per hour
The firm will be paid a retainer in the amount of $50,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In addition, the firm will seek reimbursement for its out-of-pocket
expenses.
Ronald Meer, Esq., a managing partner at RHM Law 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:
Ronald Meer, Esq.
RHM Law LLP
Encino, CA 91316
17609 Ventura Blvd., Suite 314
Telephone: (818) 285-0100
Facsimile: (818) 855-7013
About Lido 10 LLC
Lido 10 LLC is a limited liability company.
Lido 10 LLC sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. C.D. Cal. Case No. 24-11818) on July 19, 2024. In the
petition filed by Ronald L. Meer, president of the sole managing
member of the Debtor's sole managing member, the Debtor reports
estimated assets and liabilities between $10 million and $50
million each.
The Honorable Bankruptcy Judge Theodor Albert oversees the case.
The Debtor is represented by:
Matthew D. Resnik, Esq.
RHM LAW LLP
17609 Ventura Blvd. Ste 314
Encino, CA 91316
Tel: (818) 285-0100
Fax: (818) 855-7013
Email: matt@rhmfirm.com
MAGIPORT GROUP: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Magiport Group, Inc.
20923 Sedgewick
Boca Raton, FL 33433
Business Description: The Debtor is engaged in activities related
to real estate.
Chapter 11 Petition Date: August 30, 2024
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 24-18977
Judge: Hon. Mindy A Mora
Debtor's Counsel: Eric Yankwitt, Esq.
ERIC YANKWITT
2800 W. State Road 84, Ste 118
Fort Lauderdale, FL 33312-4812
E-mail: yankwittlawfirm@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $100,000 to $500,000
The petition was signed by Gineton Alencar as president and CEO.
The Debtor indicated in the petition it has no creditors holding
unsecured claims.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/TUJQXEI/Magiport_Group_Inc__flsbke-24-18977__0001.0.pdf?mcid=tGE4TAMA
MAT TRANSPORT: Hires LevRose Commercial as Broker
-------------------------------------------------
Mat Transport, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Arizona to employ LevRose Commercial Real
Estate, LLC as broker.
The firm will market and sell the Debtor's real property located at
4140 Grand Ave, Phoenix, AZ 85019.
The firm will be paid a commission of 4 percent of the sale price
if co-brokered, and 3 percent of the sales price if the firm is the
only broker.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Anna Sepic
Levrose Real Estate, LLC
4414 N. Civic Center Plaza, #100
Scottsdale, AZ 85251
Tel: (480) 947-0600
About Mat Transport, Inc.
Mat Transport Inc. is a shipping company in Arizona.
Mat Transport Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 24-05932) on July 22,
2024. In the petition filed by Marko Tomovic, as president, the
Debtor reports estimated assets and liabilities between $1 million
and $10 million each.
The Honorable Bankruptcy Judge Madeleine C. Wanslee oversees the
case.
The Debtor is represented by:
D. Lamar Hawkins, Esq.
GUIDANT LAW, PLC
402 E. Southern Ave
Tempe, AZ 85282
Tel: (602) 888-9229
Email: lamar@guidant.law
MAT TRANSPORT: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
The U.S. Trustee for Region 14 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Mat Transport, Inc.
About Mat Transport
Mat Transport, Inc., a shipping company in Arizona, filed Chapter
11 petition (Bankr. D. Ariz. Case No. 24-05932) on July 22, 2024,
with $1 million to $10 million in both assets and liabilities.
Marko Tomovic, president, signed the petition.
Judge Madeleine C. Wanslee oversees the case.
The Debtor is represented by D. Lamar Hawkins, Esq., at Guidant
Law, PLC.
MEDALLION GATHERING: S&P Places 'B+' ICR on CreditWatch Positive
----------------------------------------------------------------
S&P Global Ratings placed all of our ratings on Medallion Gathering
& Processing LLC, including its 'B+' issuer credit rating and 'B+'
issue-level rating on its term loan B, on CreditWatch with positive
implications.
U.S. midstream energy company ONEOK Inc. announced that it has
entered into a definitive agreement to acquire Medallion Gathering
& Processing LLC from Global Infrastructure Partners in an all-cash
transaction.
S&P said, "The CreditWatch placement reflects our expectation that
we will raise our ratings on Medallion at or near acquisition
close. We expect to resolve the CreditWatch at that time, which we
anticipate by the end of the year.
"We placed our ratings on Medallion and its debt on CreditWatch
with positive implications following the announcement of the
company's acquisition by ONEOK.
"The positive CreditWatch placement reflects the likelihood that we
will raise our ratings on Medallion at or near close of the
transaction, which we anticipate before the end of the year. We
expect ONEOK will fully integrate the company into its business."
MEIER'S WINE: Hires GLC Advisors & Co. as Investment Banker
-----------------------------------------------------------
Meier's Wine Cellars Acquisition, LLC, seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to employ GLC
Advisors & Co., LLC and GLC Securities, LLC as investment banker.
The firm's services include:
a. familiarizing ourselves with the Company's financial
condition and business;
b. advising and assisting the Company in examining, analyzing,
developing, structuring and negotiating the financial aspects of
any potential or proposed strategy for a Transaction;
c. preparing offering and/or information materials for and
managing the due diligence process with potential bidders or
potential financing parties, in connection with an applicable
Transaction;
d. assisting the Company in soliciting, coordinating and
evaluating indications of interest and proposals, tenders and
consents in connection with any Transaction;
e. providing expert advice and testimony regarding financial
matters related to any Transaction(s), if necessary;
f. attending meetings of and advising and otherwise
communicating with the Company's Board of Directors, creditor
groups and other interested parties, as GLC and the Company
determine to be necessary or desirable; and
g. providing such other financial advisory services as may be
agreed in writing between the firm and the Debtors.
The firm will be paid at these rates:
a. Monthly Advisory Fees: a monthly advisory fee of $150,000
(each, a "Monthly Advisory Fee"), payable in advance for the period
commencing on the Effective Date of the Engagement Letter, with the
first payment due upon execution of the Agreement and subsequent
payments due on each monthly anniversary of the Effective Date.
Each Monthly Advisory Fee is earned in full when due. In addition,
a one-time credit of 50% of the Monthly Advisory Fees in excess of
$600,000 actually paid to GLC under this Agreement will be applied
against any Sale Transaction Fee or Restructuring Fee, on a dollar
for dollar basis up to 100% of the Sale Transaction Fee or
Restructuring Fee.
b. Financing Transaction Fee: In the event a Financing
Transaction is consummated in connection with any bankruptcy
case(s), the Financing Transaction Fee shall be equal to: (i) 1.50%
of the gross amount of any debt raised, including, without
limitation, any debtor-in-possession or exit financing raised; and
(ii) 3.50% of the gross amount of any equity or equitylinked
securities raised. As used in the Agreement, "raised" shall include
all committed amounts. Each Financing Transaction Fee shall be
payable in cash in full at the closing of each Financing
Transaction.
c. Sale Transaction Fee: a fee of $4,000,000 (the "Sale
Transaction Fee"). The Sale Transaction Fee shall be earned and
payable promptly upon the consummation of the Transaction, and, to
the extent applicable, payable directly out of the gross proceeds
of the Sale Transaction; provided that:
i. $1,000,000 of the Sale Transaction Fee will be paid
upon the event of a Sale Transaction of Ray's Station.
ii. $1,000,000 of the Sale Transaction Fee will be paid
upon the event of a Sale Transaction of 5 (five) assets in Exhibit
1 to the Engagement Letter (each a "Scheduled Asset(s)")
(cumulative).
iii. $1,000,000 of the Sale Transaction Fee will be paid
upon the event of a Sale Transaction of 8 (eight) Scheduled Assets
(cumulative).
d. Restructuring Fee: a fee of $4,000,000 (payable directly
out of the gross proceeds of any Restructuring, if available) upon
the consummation of any Restructuring (the "Restructuring Fee"). In
addition, a one-time credit of 100% of the Restructuring Fee
actually paid to GLC under this Agreement, inclusive of any
applicable credits on account of Monthly Advisory Fees or Amendment
Fees, will be applied against any Sale Transaction Fee, on a dollar
for dollar basis up to 100% of the Sale Transaction Fee.
e. Cumulative Fees: For the avoidance of doubt, regardless of
whether more than one Sale Transaction Fee or Restructuring Fee is
earned, in no event shall the aggregate amounts paid to GLC
pursuant to any Sale Transaction Fees or Restructuring Fees exceed
$4,000,000.
f. Expense Reimbursement: GLC shall be entitled to monthly
reimbursement from the Company of reasonable, documented and
incurred out‐of-pocket expenses incurred in connection with the
services to be provided under the Engagement Letter (including,
without limitation, travel fees, GLC's reasonable out-of-pocket
fees and expenses for outside legal counsel and other pre-approved
professional advisors incurred in connection with the performance
of the Engagement Letter and the matters contemplated hereby, and
sales, use or similar tax incurred thereon, and including, in
connection with any bankruptcy case(s), GLC's retention in such
case(s) and any fee issues or disputes that may arise, including
defending its fee applications), whether or not a Transaction
occurs or is consummated. In connection with the foregoing, the
Company provided GLC with an advance retainer in the amount of
$25,000 (the "Expense Retainer"). In addition, to the extent GLC
establishes an electronic data room in connection with any
potential Transaction, a quarterly fee of $1,800 will be payable by
the Debtors.
Jeff Raithel, a partner at GLC Advisors & Co., LLC and GLC
Securities, 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:
Jeff Raithel
GLC Advisors & Co., LLC
GLC Securities,LLC
1900 Avenue of the Stars, Suite 2410
Los Angeles, CA 90067
Tel: (213) 573-1080
About Meier's Wine Cellars Acquisition
Meier's Wine Cellars Acquisition, LLC --
https://www.vintagewineestates.com -- and its affiliates comprise a
leading vintner in the United States, producing, bottling and
selling wines and hard ciders through wholesale, direct-to-consumer
and business-to-business sales. The Debtors' current portfolio
consists of more than 30 brands, including luxury and lifestyle
wines. The Debtors own and lease approximately 1,850 acres in
premium wine-growing regions of the United States, operating 11
wineries that support nine tasting rooms.
The Debtors filed Chapter 11 petitions (Bankr. D. Del. Lead Case
No. 24-11575) on July 24, 2024, listing $100 million to $500
million in both assets and liabilities. Kristina Johnston,
secretary and treasurer, signed the petitions.
Judge Mary F. Walrath oversees the cases.
The Debtors tapped Richards, Layton & Finger, P.A. and Jones Day as
legal counsels; GLC Advisors & Co., LLC as investment banker; and
Riveron Consulting, LLC as financial advisor. Epiq Corporate
Restructuring, LLC is the Debtors' claims and noticing agent.
MEIER'S WINE: Hires Richards Layton & Finger P.A. as Co-Counsel
---------------------------------------------------------------
Meier's Wine Cellars Acquisition, LLC and its affiliates seek
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Richards, Layton & Finger, P.A. as co-counsel
The firm's services include:
a. assisting in pre-bankruptcy preparation and planning;
b. assisting in preparing necessary petitions, motions,
applications, orders, reports, and papers necessary to commence the
Chapter 11 Cases;
c. advising the Debtors of their rights, powers, and duties as
debtors and debtors in possession under chapter 11 of the
Bankruptcy Code;
d. preparing on behalf of the Debtors motions, applications,
answers, orders, reports, and papers in connection with the
administration of the Debtors' estates;
e. taking action to protect and preserve the Debtors' estates,
including the prosecution of actions on the Debtors' behalf, the
defense of any actions commenced against the Debtors in the Chapter
11 Cases, the negotiation of disputes in which the Debtors are
involved, and the preparation of objections to claims filed against
the Debtors' estates;
f. assisting with any sale or sales of assets, including
preparing any necessary motions and papers related thereto;
g. assisting in preparing the Debtors' disclosure statement
and any related motions, pleadings, or other documents necessary to
solicit votes on any plan of reorganization;
h. assisting in preparing any chapter 11 plan;
i. prosecuting on behalf of the Debtors any chapter 11 plan
and seeking approval of all transactions contemplated therein and
in any amendments thereto; and
j. performing all other necessary and desirable legal services
in connection with the Chapter 11 Cases.
The firm will be paid at these rates:
Directors $975 to $1,450 per hour
Counsel $925 to $1,450 per hour
Associates $525 to $825 per hour
Paraprofessionals $395 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In addition, the firm will seek reimbursement for its out-of-pocket
expenses.
Prior to the Petition Date, the firm received retainer payments
from the Debtors in the aggregate amount of $220,604.
In addition, consistent with the Guidelines for Reviewing
Applications for Compensation and Reimbursement of Expenses Filed
Under 11 U.S.C. § 330 by Attorneys in Larger Chapter 11 Cases
Effective as of November 1, 2013, I submit the following
information:
a. The firm did not agree to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement;
b. None of The firm's professionals included in this engagement
have varied their rate based on geographic location for these
Chapter 11 Cases;
c. The firm has advised the Debtors in connection with their
restructuring efforts and in contemplation of these Chapter 11
Cases since on or about June 20, 2024. The billing rates, except
for RL&F's standard and customary periodic rate adjustments as set
forth above, and material financial terms have not changed
postpetition from the prepetition arrangement; and
d. The firm, in conjunction with the Debtors, is developing a
prospective budget and staffing plan for these Chapter 11 Cases.
Zachary I. Shapiro, Esq., a partner at Richards, Layton & Finger,
P.A., 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:
Zachary I. Shapiro, Esq.
Richards, Layton & Finger, P.A.
One Rodney Square
920 N. King Street
Wilmington, DE 19801
Tel: (302) 651-7700
Fax: (302) 651-7701
Email: shapiro@rlf.com
About Meier's Wine Cellars Acquisition
Meier's Wine Cellars Acquisition, LLC --
https://www.vintagewineestates.com -- and its affiliates comprise a
leading vintner in the United States, producing, bottling and
selling wines and hard ciders through wholesale, direct-to-consumer
and business-to-business sales. The Debtors' current portfolio
consists of more than 30 brands, including luxury and lifestyle
wines. The Debtors own and lease approximately 1,850 acres in
premium wine-growing regions of the United States, operating 11
wineries that support nine tasting rooms.
The Debtors filed Chapter 11 petitions (Bankr. D. Del. Lead Case
No. 24-11575) on July 24, 2024, listing $100 million to $500
million in both assets and liabilities. Kristina Johnston,
secretary and treasurer, signed the petitions.
Judge Mary F. Walrath oversees the cases.
The Debtors tapped Richards, Layton & Finger, P.A. and Jones Day as
legal counsels; GLC Advisors & Co., LLC as investment banker; and
Riveron Consulting, LLC as financial advisor. Epiq Corporate
Restructuring, LLC is the Debtors' claims and noticing agent.
MEIER'S WINE: Seeks to Hire Jones Day as Legal Counsel
------------------------------------------------------
Meier's Wine Cellars Acquisition, LLC and its affiliates seek
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Jones Day as counsel.
The firm's services include:
a. advising the Debtors of their rights, powers and duties as
debtors and debtors in possession continuing to operate and manage
their respective businesses and properties under chapter 11 of the
Bankruptcy Code;
b. preparing, on behalf of the Debtors, all necessary and
appropriate applications, motions, proposed orders, other
pleadings, notices, schedules and other documents, and reviewing
all financial and other reports to be filed in these Chapter 11
Cases;
c. advising the Debtors concerning, and preparing responses to,
applications, motions, other pleadings, notices and other papers
that may be filed by other parties in these Chapter 11 Cases and
appearing on behalf of the Debtors in any hearings or other
proceedings relating to those matters;
d. reviewing the nature and validity of any liens asserted
against the Debtors' property and advising the Debtors concerning
the enforceability of such liens;
e. advising the Debtors regarding their ability to initiate
actions to collect and recover property for the benefit of their
estates;
f. advising and assisting the Debtors in connection with any
asset dispositions;
g. advising and representing the Debtors with respect to
employment-related issues; advising and assisting the Debtors in
negotiations with the Debtors' debt holders and other
stakeholders;
h. advising and assisting the Debtors in negotiations with the
Debtors' debt holders and other stakeholders;
i. advising and assisting the Debtors with respect to issues
implicating government regulation;
j. advising the Debtors concerning executory contract and
unexpired lease assumptions, assignments and rejections;
k. advising the Debtors in connection with the formulation,
negotiation, promulgation and confirmation of a chapter 11 plan
(and related transactional documents);
l. assisting the Debtors in reviewing, estimating and
resolving claims asserted against the Debtors' estates;
m. advising and assisting the Debtors in connection with the
use of cash collateral or matters related to debtor-in-possession
financing and exit financing;
n. commencing and conducting litigation that is necessary or
appropriate to assert rights held by the Debtors, protect assets of
the Debtors' chapter 11 estates or otherwise further the goal of
completing the Debtors' successful restructuring;
o. providing non-restructuring services for the Debtors to the
extent requested by the Debtors, including, among other things,
advice related to corporate governance and insurance matters; and
p. performing all other necessary or appropriate legal
services in connection with these Chapter 11 Cases for or on behalf
of the Debtors.
The firm will be paid at these rates:
Partner $875 to $2,200 per hour
Of Counsel $950 to $2,100 per hour
Associate $525 to $1,300 per hour
Paralegal $275 to $600 per hour
The firm received an advance payment in the amount of $200,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The following is provided in response to the request for additional
information set forth in Paragraph D.1 of the U.S. Trustee Fee
Guidelines:
Question: Did Jones Day agree to any variations from, or
alternatives to, Jones Day's standard billing arrangements for this
engagement?
Answer: No. The hourly rates Jones Day will bill for this
engagement during the Chapter 11 Cases are consistent with the
rates that Jones Day charges other comparable chapter 11 clients,
and the rate structure provided by Jones Day is appropriate and is
not significantly different from (a) the rates that Jones Day
charges in other non-bankruptcy representations or (b) the rates of
other comparably skilled professionals for similar engagements.
Question: Do any of Jones Day's professionals in this engagement
vary their rate based on the geographical location of the Debtors'
Chapter 11 Cases?
Answer: No.
Question: If Jones Day has represented the Debtors in the 12
months prepetition, disclose Jones Day's billing rates and material
financial terms for the prepetition engagement, including any
adjustments during the 12 months prepetition. If Jones Day's
billing rates and material financial terms have changed
postpetition, explain the difference and the reasons for the
difference.
Answer: Jones Day has historically provided a discount ranging
from 11-15% on its hourly rates for all matters related to the
Debtors since the Debtors first engaged Jones Day. Prior to the
Petition Date, in consultation with the Debtors, Jones Day
determined to charge its standard hourly rates to the Debtors in
connection with this engagement during the Chapter 11 Cases, and
such standard hourly rates are the rates Jones Day charges other
comparable chapter 11 clients.
Question: Have the Debtors approved Jones Day's budget and
staffing plan, and if so, for what budget period?
Answer: The Debtors and Jones Day expect to develop a
prospective budget and staffing plan to comply with the U.S.
Trustee's requests for information and additional disclosures on a
quarterly basis going forward, recognizing that in the course of
the chapter 11 cases, there may be unforeseeable fees and expenses
that will need to be addressed by the Debtors and Jones Day.
Heather Lennox, Esq. a partner at Jones Day, 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:
Heather Lennox, Esq.
Jones Day
North Point 901 Lakeside Avenue
Cleveland, OH 44114
Tel: (216) 586-3939
Fax: (216) 579-0212
Email: hlennox@jonesday.com
ceblack@jonesday.com
About Meier's Wine Cellars Acquisition
Meier's Wine Cellars Acquisition, LLC --
https://www.vintagewineestates.com -- and its affiliates comprise a
leading vintner in the United States, producing, bottling and
selling wines and hard ciders through wholesale, direct-to-consumer
and business-to-business sales. The Debtors' current portfolio
consists of more than 30 brands, including luxury and lifestyle
wines. The Debtors own and lease approximately 1,850 acres in
premium wine-growing regions of the United States, operating 11
wineries that support nine tasting rooms.
The Debtors filed Chapter 11 petitions (Bankr. D. Del. Lead Case
No. 24-11575) on July 24, 2024, listing $100 million to $500
million in both assets and liabilities. Kristina Johnston,
secretary and treasurer, signed the petitions.
Judge Mary F. Walrath oversees the cases.
The Debtors tapped Richards, Layton & Finger, P.A. and Jones Day as
legal counsels; GLC Advisors & Co., LLC as investment banker; and
Riveron Consulting, LLC as financial advisor. Epiq Corporate
Restructuring, LLC is the Debtors' claims and noticing agent.
MENO ENTERPRISES: Plan Exclusivity Period Extended to Jan. 2, 2025
------------------------------------------------------------------
Judge Lisa Ritchey Craig of the U.S. Bankruptcy Court for the
Northern District of Georgia extended Meno Enterprises, LLC's
exclusive periods to file a plan of reorganization and obtain
acceptance thereof to January 2, 2025, and March 4, 2025,
respectively.
As shared by Troubled Company Reporter, the Debtor is a
manufacturer who provides digital dye sublimation printed textiles
to its customers.
The Debtor is working to negotiate a plan of reorganization with
its creditors and intends to auction its property not necessary to
the Debtor's operations located in Florida or surrender such
property to the appropriate lienholders, subject to court
approval.
The Debtor explains that the facts and circumstances of this
Chapter 11 case warrant the requested extension of the Exclusivity
Periods. The Debtor is presently working to negotiate a plan of
reorganization with its creditors and to auction or surrender
property located in Marianna, Florida.
The Debtor seeks an extension to the Exclusivity Periods to
preclude the costly disruption and instability that would occur if
competing plans were proposed.
Meno Enterprises, LLC is represented by:
Will B. Geer, Esq.
Caitlyn Powers, Esq.
Rountree Leitman Klein & Geer, LLC
Century Plaza I
2987 Clairmont Road, Suite 350
Atlanta, GA 30329
Telephone: (404) 584-1238
Facsimile: (404) 704-0246
Email: wgeer@rlkglaw.com
About Meno Enterprises
Meno Enterprises, LLC is a full-service dye sublimation printing
company in Ball Ground, Ga. It offers design consultation, complete
print and manufacturing services, and direct product distribution.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-54660) on May 7, 2024.
In the petition signed by Charles D. Smith, president, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Lisa Ritchey Craig oversees the case.
Will Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC,
represents the Debtor as legal counsel.
NAJAR TRUCKING: Edward Burr Named Subchapter V Trustee
------------------------------------------------------
The U.S. Trustee for Region 17 appointed Edward Burr of Mac
Restructuring Advisors, LLC as Subchapter V trustee for Najar
Trucking, Inc.
Mr. Burr will be paid an hourly fee of $450 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Burr declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Edward Burr
Mac Restructuring Advisors, LLC
10191 E. Shangri La Road
Scottsdale, AZ 85260
Phone: (602) 418-2906
Email: Ted@macrestructuring.com
About Najar Trucking
Najar Trucking, Inc. filed a petition under Chapter 11, Subchapter
V of the Bankruptcy Code (Bankr. D. Nev. Case No. 24-14221) on Aug.
16, 2024, with as much as $1 million in both assets and
liabilities.
Judge Mike K. Nakagawa oversees the case.
Matthew C. Zirzow, Esq., at Larson & Zirzow, LLC serves as the
Debtor's legal counsel.
NORDICUS PARTNERS: GK Partners Holds 45.2% Stake
------------------------------------------------
GK Partners ApS filed a Schedule 13D/A Report with the U.S.
Securities and Exchange Commission disclosing that as of May 14,
2024, it beneficially owned (i) 22,420,551 Shares of Nordicus
Partners Corporation's common stock, constituting 45.2% of the
outstanding Shares and (ii) unexercised warrants to purchase
5,359,000 Shares. The percentage of Shares owned is based upon
49,622,248 Shares outstanding as of August 20, 2024, based on
inquiry of the Company's transfer agent.
A full-text copy of GK Partners' SEC Report is available:
https://tinyurl.com/3v7vsyd2
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.
Nordicus Partners reported a net loss of $298,202 for the year
ended March 31, 2024, compared to a net loss of $8.47 million for
the year ended March 31, 2023. As of June 30, 2024, Nordicus
Partners had $20,800,789 in total assets, $65,155 in total
liabilities, and $20,735,634 in total stockholders' equity.
NUMBER HOLDINGS: Plan Exclusivity Period Extended to Nov. 4
-----------------------------------------------------------
Judge J. Kate Stickles of the U.S. Bankruptcy Court for the
District of Delaware extended Number Holdings, Inc., and
affiliates' exclusive periods to file a plan of reorganization and
obtain acceptance thereof to November 4, 2024, and January 2, 2025,
respectively.
As shared by Troubled Company Reporter, the Debtors filed Chapter
11 cases with the goal of expeditiously liquidating their inventory
and FF&E through the Store Closing Sales and conducting sales of
their real property assets and intellectual property.
On May 9, 2024, the Court entered an order approving the sale
process, including the related bidding procedures (the "Sale and
Bidding Procedures Order"). On May 21, 2024, the Debtors held an
auction, both online and in Milbank LLP's office, for over 200 of
the Debtors' leased and owned properties.
As a result of the sale process for the Property Sales, the Debtors
successfully obtained agreements for the sale of (i) the
designation rights to over 170 leases, (ii) 44 owned real
properties, and (iii) intellectual property, (iv) as well as for
the assignment of approximately 20 additional leases and obtained
approval of those sales by overcoming and resolving numerous
objections to the same.
Co-Counsel for the Debtors:
Dennis F. Dunne, Esq.
Michael W. Price, Esq.
Lauren C. Doyle, Esq.
Brian Kinney, Esq.
MILBANK LLP
55 Hudson Yards
New York, New York 10001
Tel: (212) 530-5000
Fax: (212) 530-5219
E-mail: ddunne@milbank.com
mprice@milbank.com
ldoyle@milbank.com
binney@milbank.com
-and-
Robert J. Dehney, Sr., Esq.
Matthew O. Talmo, Esq.
Jonathan M. Weyand, Esq.
Erin L. Williamson, Esq.
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
1201 N. Market Street, 16th Floor
P.O. Box 1347
Wilmington, Delaware 19899-1347
Tel: (302) 658-9200
Fax: (302) 658-3989
E-mail: rdehney@morrisnichols.com
mtalmo@morrisnichols.com
jweyand@morrisnichols.com
ewilliamson@morrisnichols.com
About Number Holdings
Founded in 1982, 99 Cents Only Stores LLC -- http://www.99only.com/
-- operate over 370 "extreme value" retail stores in California,
Arizona, Nevada and Texas under the business names "99¢ Only
Stores" and "The 99 Store." The Company offers its customers a wide
array of quality products -- from everyday household items, to
fresh produce, deli, and other grocery items, to an assortment of
seasonal and party merchandise -- many of which are still priced at
or below 99.99 cents. The Company's stores are primarily located in
urban areas and underserved communities, many of which lack close
access to traditional grocery stores.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-10719) on April 7,
2024. In the petition signed by Christopher J. Wells, as chief
restructuring officer, the Debtor disclosed up to $10 billion in
both assets and liabilities.
Judge Kate Stickles oversees the case.
The Debtors tapped Milbank LLP as general bankruptcy counsel,
Morris, Nichols, Arsht & Tunnel LLP as Delaware bankruptcy counsel,
Jefferies LLC as investment banker, Alvarez & Marsal North America,
LLC as financial advisor, Hilco Merchant Resources, LLC and Hilco
Real Estate, LLC as retail consultant and real estate consultant,
and Kroll Restructuring Administration LLC as claims and noticing
agent.
OCEAN POWER: Appoints Moss Adams as New Independent Auditor
-----------------------------------------------------------
Ocean Power Technologies, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that the Audit
Committee of the Board of Directors of the Company dismissed
EisnerAmper LLP as the Company's independent registered public
accounting firm, effective immediately. The decision by the Audit
Committee was made primarily to save on audit fees and costs.
EisnerAmper's audit reports on the Company's consolidated financial
statements for each of the two most recent fiscal years ended April
30, 2024 and April 30, 2023 did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles, except that
EisnerAmper's reports on the consolidated financial statements of
the Company as of and for the year ended April 30, 2024, contained
an explanatory paragraph stating that "The accompanying financial
statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 1(b) to the
financial statements, 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. Management's plans in
regard to these matters are also described in Note 1(b). The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty."
During the Company's two most recent fiscal years ended April 30,
2024 and April 30, 2023 and during the subsequent interim period
through August 19, 2024, there were (i) no disagreements with
EisnerAmper on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedures,
which if not resolved to EisnerAmper's satisfaction, would have
caused EisnerAmper to make reference to the subject matter of the
disagreements in its reports on the Company's consolidated
financial statements for such years, and (ii) no "reportable
events" as defined in Item 304(a)(1)(v) of Regulation S-K.
Following EisnerAmper's dismissal, The Audit Committee, on and
effective as of August 19, 2024, appointed Moss Adams LLP as the
Company's independent registered public accounting firm for the
Company's fiscal year ended April 30, 2025. During the Company's
two most recent fiscal years ended April 30, 2024 and April 30,
2023 and during the subsequent interim period through August 19,
2024, neither the Company nor anyone acting on its behalf has
consulted with Moss Adams, regarding either: (i) the application of
accounting principles to a specific transaction, completed or
proposed, or the type of audit opinion that might be rendered on
the Company's consolidated financial statements, and neither a
written report nor oral advice was provided to the Company that
Moss Adams concluded was an important factor considered by the
Company in reaching a decision as to any accounting, auditing, or
financial reporting issue, or (ii) any matter that was either the
subject of a "disagreement" or a "reportable event"
About Ocean Power Technologies
Ocean Power Technologies, Inc. --
https://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.
ODYSSEY HEALTH: Receives $300K Under Note Agreement
---------------------------------------------------
Odyssey Health, Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that on August 22, 2024,
the Company received $300,000 related to a Promissory Note
Agreement with an accredited private investor that was entered into
on August 14, 2024.
The Note is a one-year note, bearing an interest rate of 18% per
annum. In addition, the Company issued to the investor a warrant to
purchase 300,000 shares of Odyssey common stock at $0.10 per
share.
About Odyssey Health
Headquartered in Las Vegas, NV, Odyssey Health, Inc.'s business
model is to develop or acquire unique medical-related products,
engage third parties to manufacture such products, and then
distribute the products through various distribution channels,
including third parties. The Company plans to develop potentially
life-saving technologies: the CardioMap heart monitoring and
screening device, the Save A Life choking rescue device, a unique
neurosteroid drug compound intended to treat concussions, and a
unique drug compound to treat rare brain disorders in partnership
with Prevacus, Inc. To date, none of the Company's product
candidates have received regulatory clearance or approval for
commercial sale.
Dallas, Texas-based Turner, Stone & Company, L.L.P., the Company's
auditor since 2020, issued a "going concern" qualification in its
report dated Oct. 30, 2023, citing that the Company has incurred
losses and negative cash flows from operations since inception and
is currently dependent on the stockholders and lenders to fund its
operating activities.
As of April 30, 2024, Odyssey Health had $13.58 million in total
assets, $5.70 million in total current liabilities, and $7.88
million in total stockholders' equity.
OLIVER 889: Amends Unsecureds & Newtek Secured Claims Pay
---------------------------------------------------------
Oliver 889 Realty, LLC submitted an Amended Plan of Reorganization
for Small Business dated August 6, 2024.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $70,000. The final Plan
payment is expected to be paid on December 15, 2024.
Pursuant to the Plan, the Debtor shall continue to pay Lessor the
sum of $57,730 per month on or about the first of each month, and
shall pay Newtek the sum of $10,000 per month on or about the 15th
of each month, through December 15, 2024.
This Plan of Reorganization proposes to pay creditors of the Debtor
from the proceeds of the sale of the Debtor's units and from rent
collected from Debtor's tenant. The Debtor will cooperate in and
will seek Court approval to authorize the secured creditor to sell
the Debtor's units under such terms and conditions as the secured
creditor may reasonably request.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately 1 cents on the dollar. This Plan also provides for
the payment of administrative and priority claims, in full, when
such claims are allowed.
Class 2 consists of the Secured claim of Newtek Bank, National
Association. Newtek shall be paid $10,000 per month commencing on
the effective date of the Plan and continuing until the earlier of
January 15, 2025 or the date the Debtor's units in the cooperative
are sold, at which time the proceeds of sale will be delivered to
Newtek in satisfaction of its secured claim.
In the event Newtek opposes any such sale and such sale is not
approved by the Court, the Debtor shall abandon all of Newtek's
collateral to Newtek in full satisfaction of its secured claim.
Newtek, at its option, may substitute into the pending litigation
with Realty as the Debtor's successor in interest.
Class 3 consists of Non-priority unsecured creditors. The Debtor's
unsecured creditor, Realty, shall be paid the sum of $57,730 per
month until the earlier of the achievement of the sale of the
Debtor's units or January 15, 2025. If a sale of the units is not
achieved by January 15, 2025, then the Debtor and the Debtor's
subtenant, Fishs Eddy, shall vacate the Premises by January 31,
2025. This Class is impaired.
The funding for the distributions to Newtek under the Plan as shall
come from the sale of the Debtor's units.
The funding for payments to holders of allowed unsecured claims
described herein shall come from payments made to the Debtor by its
subtenant.
A full-text copy of the Amended Plan dated August 6, 2024 is
available at https://urlcurt.com/u?l=IM3udo from PacerMonitor.com
at no charge.
Counsel for the Debtor:
Jeffrey A. Dove, Esq.
BARCLAY DAMON LLP
Barclay Damon Tower
125 East Jefferson Street
Syracuse, NY 13202
Telephone: (315) 413-7112
Facsimile: (315) 703-7346
Email: jdove@barclaydamon.com
About Oliver 889
Oliver 889, LLC is a New York-based company engaged in activities
related to real estate.
Oliver 889 filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-10215) on Feb. 9,
2024, with $1 million to $10 million in both assets and
liabilities. Noah Lenovitz, member, signed the petition.
Judge Lisa G. Beckerman presides over the case.
Ilan Markus, Esq., at Barclay Damon, LLP represents the Debtor as
legal counsel.
ONE TABLE: Hires CR3 Partners LLC as Financial Advisor
------------------------------------------------------
One Table Restaurant Brands, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to employ CR3
Partners, LLC as financial advisor.
The firm will provide these services:
a. provide oversight and assistance in connection with the
preparation of schedules and analysis required to file First Day
Motions and the Bankruptcy petition;
b. provide oversight and assistance in connection with the
preparation of financial related disclosures required by the
bankruptcy court, including the Schedules of Assets and
Liabilities, the Statement of Financial Affairs and Monthly
Operating Reports, and any other disclosures required by the Office
of the U.S. Trustee, the Company, regulatory authorities, or
otherwise in connection with the bankruptcy process;
c. provide oversight and assistance in connection with the
preparation of financial information for distribution to creditors
and stakeholders, including, but not limited to, cash flow
projections and budgets, cash receipts and disbursements, analysis
of various asset and liability accounts, analysis of proposed
transactions for which court approval is sought, and various other
financial reporting and disclosures;
d. assist with post-petition accounting and procedures
required to comply with bankruptcy regulations and relief granted
in motions.
e. participate in meetings and provide assistance to any
official or ad hoc committee(s) appointed in the case, the U.S.
Trustee, other parties in interest, including contractual
counterparties, and professionals hired by the same;
f. provide oversight and assistance as requested by the
Company's management team or professionals in connection with the
preparation of analysis of creditor claims;
g. provide testimony and prepare exhibits in connection with
litigation/bankruptcy matters as required;
h. provide oversight and assistance in connection with
communications and negotiations with constituents including
investors and other critical constituents to the successful
restructuring of the Company;
i. evaluate and make recommendations as needed to maximize the
value of the Company's assets and estate; including oversight and
support to the Company and the Company's other professionals in
connection with execution of the Company's business plan,
reorganization plan, any sales process, and the overall
administration of activities within the Chapter 11 proceeding;
j. perform other tasks as directed by the Board of Directors
or requested by the U.S. Trustee or Court and agreed to by CR3,
including all tasks necessary to facilitate the Company's
restructuring, or otherwise in keeping with our ethical and
professional responsibilities.
The firm will be paid at these rates:
Partners $895 to 1,295 per hour
Sr. Directors $695 to $795 per hour
Directors $625 to $775 per hour
Managers & Senior Associates $450 to $550 per hour
The firm received a retainer in the amount of $233,261.500
In addition, the firm will seek reimbursement for its out-of-pocket
expenses.
Soegiono (Sugi) Hadiwijaya, a partner at CR3 Partners, 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:
Soegiono (Sugi) Hadiwijaya, Esq.
CR3 Partners, LLC
13355 Noel Rd. Suite 2005
Dallas, TX 75240
Tel: (214) 551-5742
Email: sugi.hadiwijaya@cr3partners.com
About One Table Restaurant Brands
One Table Restaurant Brands, LLC is a next generation restaurant
platform of best-in-class emerging concepts. The company is based
in Los Angeles, Calif.
One Table Restaurant Brands and its affiliates filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 24-11553) on July 17, 2024.
At the time of the filing, One Table Restaurant Brands reported
total assets of up to $50,000 and total liabilities of up to $50
million.
The Debtors are represented by Thomas Joseph Francella, Jr., Esq.,
at Raines Feldman Littrell, LLP. CR3 Partners, LLC as financial
advisor. Hilco Corporate Finance, LLC as investment banker. Raines
Feldman Littrell LLP as Delaware bankruptcy counsel.
ONE TABLE: Hires Hilco Corporate Finance as Investment Banker
-------------------------------------------------------------
One Table Restaurant Brands, LLC, seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Hilco
Corporate Finance, LLC as investment banker.
The firm's services include:
a. continuing to familiarize itself to the extent that the
firm deems appropriate with the commercial, financial, operational,
and legal circumstances of Debtors;
b. identifying and recommending to Debtors potential buyers
and capital sources in connection with a Sale Transaction (as
defined below);
c. with Debtors' assistance and to the extent needed, creating
written materials (e.g., a "teaser," confidential information
memorandum, management presentation, and form of non-disclosure
agreement) to be used in presenting the Sale Transaction
opportunity to prospective buyers and capital sources;
d. soliciting and reviewing proposals and making
recommendations and advising Debtors in negotiating proposals
concerning a Sale Transaction;
e. assisting Debtors in responding to the due diligence review
of interested parties with respect to a Sale Transaction, including
by managing a Virtual Data Room (VDR), and assisting Debtors in
organizing, populating, and maintaining the VDR;
f. assisting Debtors in soliciting, evaluating, and negotiating
Sale Transaction proposals;
g. assisting Debtors and its other professional advisors in
negotiating definitive documentation concerning a Sale Transaction
and otherwise assisting in the process of closing a Sales
Transaction; and
h. as necessary, to the extent a Sale Transaction is
consummated, services may also include:
i. assisting with the preparation of Court motions related
to a Sale Transaction;
ii. consulting with other retained parties, lenders,
creditors' committee, and other parties-in-interest;
iii. participating in Court hearings and providing testimony
in connection with a Sale Transaction; and
iv. performing such other tasks as appropriate and as may
reasonably be requested by the Debtors' management or counsel.
The firm will be paid as follows:
a. Monthly Fee. Upon the Effective Date, and on each monthly
anniversary thereafter, the Debtors shall pay HCF a monthly fee
(the "Monthly Fee") of $25,000 for the services provided in
connection with the Engagement Letter, which shall be fully earned
upon payment and non-refundable. The Monthly Fee shall be
compensation for the services that HCF provides to the Debtors in
the subsequent month.
b. Sale Transaction Fee. The Debtors shall pay HCF a fee (a
"Sale Transaction Fee") upon and as a condition to the first
closing of a Sale Transaction, which Sale Transaction Fee shall be
paid directly out of the gross proceeds of the Sale Transaction in
an amount equal to the greater of the (i) $650,000 (or, in the case
of Sale Transaction consummated based on a credit bid of the
Debtors' existing senior secured lender, $300,000) or (ii) 4.5% of
the Transaction Value.6 One hundred percent (100.0%) of the Monthly
Fees paid to and received by HCF shall be credited (without
duplication) to the Sale Transaction Fee only with respect to a
Sale Transaction consummated via a credit bid by the Debtors'
existing senior secured lender as of the Effective Date.
c. Expenses. Additionally, Debtors shall reimburse HCF for all
reasonable expenses incurred in connection with its engagement,
including those related to travel, meals, lodging, and attorneys'
fees as well as ancillary costs such as research, printing,
duplicating, postage and shipping, database access charges, and
other miscellaneous expenses incurred. HCF shall bill the Debtors
for its reimbursable expenses each month. Invoices are due and
payable on the date of issuance and shall be paid within thirty
(30) days of the invoice date.
In addition, the firm will seek reimbursement for its out-of-pocket
expenses.
Teri Stratton, a senior managing director of Hilco Corporate
Finance, 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:
Teri Stratton
Hilco Corporate Finance, LLC
5 Revere Dr, Suite 206
Northbrook, IL 60062
Tel: (847) 509-1100
Email: tstratton@hilcocf.com
About One Table Restaurant Brands
One Table Restaurant Brands, LLC is a next generation restaurant
platform of best-in-class emerging concepts. The company is based
in Los Angeles, Calif.
One Table Restaurant Brands and its affiliates filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 24-11553) on July 17, 2024.
At the time of the filing, One Table Restaurant Brands reported
total assets of up to $50,000 and total liabilities of up to $50
million.
The Debtors are represented by Thomas Joseph Francella, Jr., Esq.,
at Raines Feldman Littrell, LLP. CR3 Partners, LLC as financial
advisor. Hilco Corporate Finance, LLC as investment banker. Raines
Feldman Littrell LLP as Delaware bankruptcy counsel.
ONE TABLE: Hires Keen Summit Capital as Real Estate Advisor
-----------------------------------------------------------
One Table Restaurant Brands, LLC, seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Keen Summit
Capital Partners LLC as real estate advisor.
The firm will provide these services:
a. organize the lease information for each Property in a
manner that clearly displays the site-level business and lease
economics. Keen and the Debtors will jointly establish negotiating
goals and parameters, such as rent reductions, lease term
modifications, and other leasehold
concessions;
b. contact the landlord for each Property and will seek to
negotiate with the landlord for modifications in accordance with
the parameters established by the Debtors;
c. work with the landlords, the Debtors, and the Debtors'
counsel to document all lease modification proposals.
The firm will be paid at these rates:
1. Advisory Fee: The Debtor will pay the firm an earned,
non-refundable engagement fee of $50,000.
2. Transaction Fee: On the Lease Modification Agreement Date:
a) if the Lease Modification Agreement is anything other than
a lease termination, then, in that event, Keen shall have earned
and the Debtors shall pay Keen (subject to the "Payment Terms"
section below), on a per Property basis, one thousand
five hundred dollars ($1,500) plus five percent (5%) of "Savings";
or
b) if the Debtors do not file Chapter 11 and the Lease
Modification Agreement is a lease termination, then, in that event,
Keen shall have earned and Company shall pay Keen (subject to the
"Payment Terms" section below), on a per Property basis, one
thousand five hundred dollars ($1,500) plus three and thirtyfive
one-hundredths percent (3.35%) of "Savings".
3. Non-Monetary Value: Non-Monetary Lease Modification: If the
Modification Agreement creates non-monetary value then Keen shall
have earned additional compensation and shall be paid, on a per
Property basis, $1,000 for each non-monetary event, i.e. addition
of a termination right or an extension of the assumption/rejection
deadline. The Debtors shall continue to have all rights to accept
or reject any Transaction. The fees set forth for Non-Monetary
Value are cumulative.
4. Timing of Payment: All fees and expense reimbursements are
due and payable when earned, but no later than ten (10) days
following invoicing.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Harold Bordwin
Keen-Summit Capital Partners LLC
15th Floor 3 Columbus Circle
New York, NY 10019
Tel: (914) 980-8555
Email: hbordwin@Keen-Summit.com
About One Table Restaurant Brands
One Table Restaurant Brands, LLC is a next generation restaurant
platform of best-in-class emerging concepts. The company is based
in Los Angeles, Calif.
One Table Restaurant Brands and its affiliates filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 24-11553) on July 17, 2024.
At the time of the filing, One Table Restaurant Brands reported
total assets of up to $50,000 and total liabilities of up to $50
million.
The Debtors are represented by Thomas Joseph Francella, Jr., Esq.,
at Raines Feldman Littrell, LLP. CR3 Partners, LLC as financial
advisor. Hilco Corporate Finance, LLC as investment banker. Raines
Feldman Littrell LLP as Delaware bankruptcy counsel.
ONE TABLE: Hires Raines Feldman Littrell as Delaware Counsel
------------------------------------------------------------
One Table Restaurant Brands, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Raines
Feldman Littrell LLP as Delaware bankruptcy counsel.
The firm's services include:
a. assisting lead counsel to advise the Debtors with respect
to their rights, powers, duties and obligations as debtors in
possession in the administration of their cases, the management of
their business affairs and the management of their property and
assisting the Debtors and Lead Counsel in complying with the Local
Rules and other procedures of this Court;
b. assisting Lead Counsel in taking all necessary action to
protect and preserve the Debtors' estate, including the prosecution
of actions on their behalf, defense of any actions commenced
against the estate, and negotiations concerning all litigation in
which the Debtors may be involved, and any objections to claims
filed against the Debtors' estates;
c. assisting Lead Counsel in preparing necessary motions,
applications, answers, orders, reports, and other papers in
connection with the administration of the Debtors' estates;
d. appearing before this Court, appellate courts, and any
other courts to protect the interests of the Debtors' estates;
e. assisting Lead Counsel to advise and assist the Debtors
with respect to compliance with the requirements of the Office of
the United States Trustee;
f. assisting Lead Counsel to advise the Debtors regarding
matters of bankruptcy law, including the rights and remedies of the
Debtors with respect to their assets and with respect to the claims
of creditors;
g. assisting Lead Counsel in taking all necessary or
appropriate actions in connection with a Chapter 11 plan and all
related documents, and such further actions as may be required in
connection with the administration of the Debtors' estates; and
h. assisting Lead Counsel in performing any and all other
necessary legal services that are desirable and necessary for the
efficient and economic administration of these cases.
The firm will be paid at these rates:
Thomas J. Francella Partner $810 per hour
Bambi Clark Paralegal $425 per hour
The firm received a retainer payment in the amount of $50,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Thomas J. Francella, Esq., a partner at Raines Feldman Littrell
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:
Thomas J. Francella, Jr., Esq.
Raines Feldman Littrell LLP
1200 North Broom Street
Wilmington, DE 19806-4204
Tel: (302) 772-5805
Email: tfrancella@raineslaw.com
About One Table Restaurant Brands, LLC
One Table Restaurant Brands, LLC is a next generation restaurant
platform of best-in-class emerging concepts. The company is based
in Los Angeles, Calif.
One Table Restaurant Brands and its affiliates filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 24-11553) on July 17, 2024.
At the time of the filing, One Table Restaurant Brands reported
total assets of up to $50,000 and total liabilities of up to $50
million.
The Debtors are represented by Thomas Joseph Francella, Jr., Esq.,
at Raines Feldman Littrell, LLP. CR3 Partners, LLC as financial
advisor. Hilco Corporate Finance, LLC as investment banker. Raines
Feldman Littrell LLP as Delaware bankruptcy counsel.
ONE TABLE: Hires Shulman Bastian Friedman & Bui LLP as Counsel
--------------------------------------------------------------
One Table Restaurant Brands, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Shulman
Bastian Friedman & Bui LLP as Bankruptcy Counsel.
The firm will provide these services:
a. advise the Debtors with respect to their rights, powers,
duties and obligations as debtors in possession in the
administration of their cases, the management of their business
affairs and the management of their property;
b. advise the Debtors regarding their legal rights and
responsibilities under the Bankruptcy Code and the Federal Rules of
Bankruptcy Procedure;
c. prepare on behalf of the Debtors all necessary motions,
applications, answers, orders, reports, and other papers in
connection with the administration of the Debtors' estates;
d. advise and assist the Debtors with respect to compliance
with the requirements of the Office of the United States Trustee;
e. advise the Debtors regarding matters of bankruptcy law,
including the rights and remedies of the Debtors with respect to
their assets and with respect to the claims of creditors;
f. take all necessary or appropriate actions in connection
with a Chapter 11 plan and all related documents, and such further
actions as may be required in connection with the administration of
the Debtors' estates;
g. appear at hearings before the Court on behalf of the
Debtors; and
h. perform all other necessary legal services that are
desirable and necessary for the efficient and economic
administration of these cases.
The firm will be paid at these rates:
Alan J. Friedman, Partner $775 per hour
Melissa Davis Lowe, Partner $595 per hour
Max Casal, Associate $495 per hour
Lori Gauthier, Paralegal $295 per hour
During the year prior to the Petition Date, the Debtors made
periodic retainer payments to the Firm in the total sum of
$396,959.09 to the Firm for prepetition legal services in
contemplation of and in connection with the Debtors’ Chapter 11
Cases. Prior to the Petition Date, the Debtors incurred $302,649.59
in professional fees and expenses, leaving a retainer balance in
the Firm’s trust account of $94,309.50.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Alan J. Friedman, Esq., a partner at Shulman Bastian Friedman & Bui
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:
Alan J. Friedman, Esq.
Melissa Davis Lowe, Esq.
Max Casal, Esq.
SHULMAN BASTIAN FRIEDMAN & BUI LLP
100 Spectrum Center Drive, Suite 600
Irvine, CA 92618
Tel: (949) 340-3400
Fax: (949) 340-3000
Email: afriedman@shulmanbastian.com
mlowe@shulmanbastian.com
mcasal@shulmanbastian.com
About One Table Restaurant Brands, LLC
One Table Restaurant Brands, LLC is a next generation restaurant
platform of best-in-class emerging concepts. The company is based
in Los Angeles, Calif.
One Table Restaurant Brands and its affiliates filed Chapter 11
petitions (Bankr. D. Del. Lead Case No. 24-11553) on July 17, 2024.
At the time of the filing, One Table Restaurant Brands reported
total assets of up to $50,000 and total liabilities of up to $50
million.
The Debtors are represented by Thomas Joseph Francella, Jr., Esq.,
at Raines Feldman Littrell, LLP. CR3 Partners, LLC as financial
advisor. Hilco Corporate Finance, LLC as investment banker. Raines
Feldman Littrell LLP as Delaware bankruptcy counsel.
OVIEDO-CLERMONT ROOFING: Unsec. to Get Share of Income for 3 Years
------------------------------------------------------------------
Oviedo-Clermont Roofing Inc. submitted an Amended Subchapter V Plan
of Reorganization dated August 6, 2024.
The Debtor filed the instant case to preserve the going concern
value of its business operations, to restructure its debt
obligations, and ultimately allow for a successful reorganization
for all stakeholders.
Class 1 consists of the Allowed Secured Claim of Customers Bank.
The Class 1 Claim is secured by certain property more particularly
identified in Customer's Proof of Claim No. 5 (the "Class 1
Collateral"). Customers shall receive an Allowed Secured Claim of
$133,370.00. In full satisfaction of its Allowed Class 1 Claim,
Customers shall retain its lien on the Class 1 Collateral and shall
receive monthly principal and interest payments commencing on the
Effective Date over 60 months based on a 25-year amortization at
8.00% interest fixed and a balloon payment due 60 months from the
Effective Date.
Additionally, the Debtor shall pay an additional payment of
$2,000.00 a month on account of its use and rent of the property
located where the Debtor operates and owned by M8 directly to
Customers Bank. This additional payment for terminate upon the sale
(voluntary or foreclosure) of the M8 property or the Debtor's use
of the M8 property, whichever comes first.
Lastly, the Debtor shall carry property and liability insurance
sufficient to cover the value of the Class 1 Claim amount related
to the Class 1 collateral. Upon payment of the Class 1 Claim in
full, the Allowed Secured Claim of Customers shall be fully
satisfied, and any associated liens, UCC-1 filings (if any), shall
be withdrawn, or terminated as to the Debtor. Class 1 is Impaired.
Class 2 consists of all Allowed General Unsecured Claims against
the Debtor. In full satisfaction of the Allowed Class 2 General
Unsecured Claims, Holders of Class 2 Claims shall receive a pro
rata share of the Debtor's projected disposable income or actual
disposable income, whichever is higher over thirty six months
following the Effective Date, paid quarterly on the tenth date of
the month following the close of the prior quarter with the first
payment due on such date following the Effective Date. Class 2 is
Impaired.
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 be committed to make the Plan Payments to the extent
necessary.
Additionally, the Debtor shall cut its operative costs by virtue of
its relocation from the M8 Property within one year following the
Effective Date. The Debtor anticipates this move will avoid any
foreclosure related issue by Customer's Bank as well as save the
Debtor in monthly payments in rent.
A full-text copy of the Amended Subchapter V Plan dated August 6,
2024 is available at https://urlcurt.com/u?l=E66wVt from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Robert E. Eggman, Esq.
Latham, Luna, Eden & Beaudine, LLP
201 S. Orange Ave., Suite 1400
Orlando, FL 32801
Telephone: (407) 481-5800
Facsimile: (407) 481-5801
Email: jluna@lathamluna.com
About Oviedo-Clermont Roofing
Oviedo-Clermont Roofing, Inc. is a family-owned construction and
roofing company.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02058) on April 26,
2024. In the petition signed by Richard G. Moriarty, III,
president, the Debtor disclosed up to $10 million in both assets
and liabilities.
Judge Lori V. Vaughan oversees the case.
Justin M. Luna, Esq., at Latham Luna Eden & Beaudine LLP represents
the Debtor as legal counsel.
PINEAPPLE ENERGY: 2 Board Members Resign; S. Hollis Named Director
------------------------------------------------------------------
Pineapple Energy Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that Scott Honour informed
the Company of his decision to resign from the Board of Directors,
effective as of the date a successor director was appointed, which
was August 22, 2024. Mr. Honour's decision to resign was not the
result of any dispute or disagreement with the Company on any
matter relating to the Company's operations, policies, or
practices.
On August 22, 2024, the Board appointed Spring Hollis to serve as a
director of the Company, effective on such date, to fill the
vacancy created by the resignation of Mr. Honour. Ms. Hollis will
serve until the 2025 Annual Meeting of Shareholders of the Company
or until her successor is elected and qualified, subject to her
earlier resignation or removal. Ms. Hollis was also appointed to
serve as a member of the Audit and Finance Committee, and as a
member and the Chair of the Nominating and Corporate Governance
Committee. Ms. Hollis will participate in the Company's
non-employee director arrangements, and receive such compensation
as provided thereby, as disclosed in the definitive proxy statement
relating to the Company's 2024 Annual Meeting of Shareholders,
filed with the Securities and Exchange Commission on May 29, 2024.
On August 23, 2024, Thomas J. Holland informed the Company of his
decision to resign from the Board, effective immediately. Mr.
Holland's decision to resign was not the result of any dispute or
disagreement with the Company on any matter relating to the
Company's operations, policies, or practices. The Company thanks
Mr. Honour and Mr. Holland for their outstanding leadership,
knowledge, and contributions to the Company throughout his tenure
on the Board and wish them all the best.
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,
factors which raise substantial doubt about the Company's ability
to continue as a going concern.
For the years ended December 31, 2023, and December 31, 2022,
Pineapple Energy reported net losses of $8.1 million and $10.4
million, respectively. As of June 30, 2024, Pineapple Energy 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.
PORTAL DE CAGUAS: SL Funding Wins Bid for Sanctions v. Lenders
--------------------------------------------------------------
Judge Enrique S. Lamoutte Inclan of the United States Bankruptcy
Court for the District of Puerto Rico granted the motion for
sanctions filed by SL Funding 3, LLC against Island Healthcare,
LLC, and Alter Domus (US) LLC in the bankruptcy case of Portal de
Caguas, Inc.
On December 12, 2023, SL Funding filed a Motion for Order
Clarifying the SL Funding Dispute Adjudication Process and for
Status Conference to clarify the SL Funding Dispute Adjudication
Process.
On December 14, 2023, the court entered an Order granting a
streamlined SL Funding Dispute Adjudication Process, ordering the
parties to move the court with their respective positions by
December 22, 2023, and stating that a "separate order scheduling
the status conference" would be entered.
On December 15, 2023, the court scheduled a status conference for
March 5, 2024, at 10:00 a.m., in presence, to consider the SL
Funding Dispute Adjudication Process.
On March 5, 2024, at 10:00 a.m., the status conference was held. SL
Funding appeared via counsel, the Lender Parties did not.
On March 12, 2024, SL Funding requested sanctions against the
Lender Parties under Fed. R. Civ. P. 16(f) and the court's own
inherent power, specifically: "costs and attorneys' fees incurred
by SL [Funding] in preparing for and attending the status
conference, the attorney's fees incurred in drafting this motion
and related incidents".
On March 26, 2024, the Lender Parties filed a Joint Opposition to
the Motion for Sanctions, averring that they "genuinely believed
that the Hearing was either (a) not going forward, or (b) that
their presence was no longer necessary due to the shifting
landscape in this matter based on, among other things: (i) the
various motions filed by SL Funding trying to change the scope, the
procedural vehicles, and the timing of what the Disputed SL Funding
Claims [] and the SL Funding Dispute Adjudication Process [] was
supposed to encompass, (ii) Debtors' filing of the Adversary
Complaint, and (iii) the Court's various Orders entered between
December 2023 and January 2024."
Judge Lamoutte Inclan says, "In the instant case, the sequence of
events narrated in the motion and responses under our consideration
are fully supported by the record, and show the Lender Parties
knowingly disregarded the court's orders in failing to appear at
the Hearing. The court notes that while Attorney
Nayuan-Zouairabani-Trinidad was otherwise engaged, the Lender
parties fail to account for the non-appearance of other firm
attorneys. Ultimately, the court finds that the Lender Parties'
conduct cannot be deemed as vexatious, harassing, or annoying.
Notwithstanding, the court does find that the actions and omissions
stated above are sanctionable under this court's inherent power.
Based on the foregoing, SL Funding is entitled to attorney's fees
and costs incurred by SL Funding in preparing for and attending the
Hearing -- exclusive of travel time, airfare, and/or lodging -- and
the attorneys' fees incurred in drafting the Motion for Sanctions
and related replies."
The Motion for Sanctions was filed under Fed. R. Civ. P. 16(f) and
the court's own inherent power. The court finds that Fed. R. Civ.
P. 16(f) is made applicable solely to adversary proceedings under
Fed. R. Bankr. P. 7016. The Hearing, while related to Adversary
Proceeding No. 23-00097, was scheduled in relation to the
underlying bankruptcy case. The court thus finds that Fed. R. Civ.
P. 16(f) is inapplicable.
The Court notes the injured party must submit "records to show the
time spent on the different claims, and the general subject matter
of the time expenditures ought to be set out with sufficient
particularity so that the [] court can assess the time claimed for
each activity. A well-prepared fee petition also would include a
summary, grouping the time entries by the nature of the activity or
stage of the case." If the documentation is inadequate, the court
may reduce the award accordingly. In addition to attorneys' fees,
28 U.S.C Sec. 1927 awards the injured party "excess costs and
expenses" incurred. Evidence to that effect must also be submitted
to the court.
The court sanctions the Lender Parties, under the court's inherent
authority, to pay attorneys' fees and costs incurred by SL Funding
in preparing for and attending the Hearing -- exclusive of travel
time, airfare, and/or lodging -- and the attorneys' fees incurred
in drafting the Motion for Sanctions and related replies.
A copy of the Court's decision dated August 12, 2024, is available
at https://urlcurt.com/u?l=15BJkc
About Grupo Hima San Pablo
Grupo HIMA San Pablo, Inc. serves as a diversified healthcare
services holding company pursuant to a corporate reorganization of
several businesses related by common ownership. Through its
subsidiaries and affiliates, Grupo HIMA San Pablo primarily owns
and operates hospital facilities and other healthcare related
businesses. As of August 2023, the HIMA GROUP operated four
hospitals, with over 1,200 licensed beds, including an Oncological
Hospital, a multi-specialty physician practice management company,
Home Care Service (including infusion therapies and wound care), a
free-standing ambulatory center and a 16-ambulance service
company.
Grupo HIMA San Pablo and its affiliates, including Portal de
Caguas, Inc., filed Chapter 11 petitions (Bankr. D. P.R. Lead Case
No. 23-02510) on Aug. 15, 2023. In the petition signed by its chief
executive officer, Armando J. Rodriguez-Benitez, Grupo HIMA San
Pablo disclosed $500 million to $1 billion in assets and $100
million to $500 million in liabilities.
Judge Enrique S. Lamoutte Inclan oversees the cases.
Wigberto Lugo Mender, Esq., at Lugo Mender Group, LLC and
Pietrantoni Mendez & Alvarez, LLC serve as the Debtors' bankruptcy
counsel and special counsel, respectively.
The U.S. Trustee for Region 21 appointed an official committee of
unsecured creditors on Sept. 7, 2023. Porzio, Bromberg & Newman,
P.C. is the committee's legal counsel.
Edna Diaz De Jesus is the patient care ombudsman appointed in the
Debtors' Chapter 11 cases.
PROFESSIONAL DIVERSITY: Rebrands Job Board Operation as TalentAlly
------------------------------------------------------------------
Professional Diversity Network, Inc. announced the rebranding of
its job board operations to TalentAlly. TalentAlly, LLC will now
operate as a standalone subsidiary of Professional Diversity
Network, Inc.
Despite challenges in the recruitment market, PDN's job board
service revenue increased by 3.2% in the first half of this year
compared to last year. Consequently, the Company has decided to
intensify its focus on its job board recruitment business,
intending to significantly advance its commitment to diversity
recruitment and inclusive hiring practices.
For over two decades, PDN has supported the recruiting strategies
of Fortune 500 companies and other organizations across various
industries. As the landscape of diversity in the workplace
continues to evolve, it became imperative to reflect upon its
branding as an advocate of DEI. The name TalentAlly acknowledges
all aspects of interlacing identities, recognizes the
organization's responsibility as an ally to talent, and aligns with
PDN's continued mission to create a fair and inclusive job market
by bridging the gap between job seekers from diverse backgrounds
and employers who champion DEI.
This strategic rebranding enables the company to connect with,
market to, and expand its network of job seekers from diverse
backgrounds. TalentAlly will continue to empower individuals to
grow their careers with the support of its diverse network of
partners and inclusive employers, career fairs, networking
opportunities, mentorship programs, and more. Furthermore, with the
launch of TalentAlly, the company will focus on career development
and strategic recruitment by offering a continually updated library
of resources for job seekers and recruiters. As job seeker quantity
and quality increase, the company anticipates an increase in
employers' recruiting from its network.
"With TalentAlly, we're embracing a broader vision. Our new
corporation structure and rebranding of our recruitment service
reflect our role as a dedicated ally to all talented individuals,
acknowledging the richness of their identities and experiences.
This strategic shift positions us to more effectively engage with
and support both job seekers and employers, thereby advancing our
efforts to foster equitable and inclusive job markets." Said Adam
He, CEO of the Company.
About TalentAlly, LLC
TalentAlly -- https://talentally.com/ -- is a developer and
operator of online and in-person networks that provides access to
networking, training, educational and employment opportunities for
diverse professionals. Through an online platform and our
relationship recruitment affinity groups, it provides its employer
clients a means to identify and acquire diverse talent and assist
them with their efforts to recruit diverse employees. Its mission
is to bridge the gap between diverse individuals and inclusive
companies by providing a platform that empowers job seekers in
their pursuit of fulfilling careers. It envisions a world where
individuals from minority groups have equal opportunities to thrive
in workplaces that champion diversity, equity, and inclusion.
TalentAlly is a business unit operated by Professional Diversity
Network, Inc., along with two others -- NAPW and RemoteMore.
About Professional Diversity
Headquartered in Chicago, Illinois, Professional Diversity Network,
Inc. -- https://www.prodivnet.com/ -- is a global developer and
operator of online and in-person networks that provides access to
networking, training, educational, and employment opportunities for
diverse professionals. The Company operates subsidiaries in the
United States, including National Association of Professional Women
(NAPW) and its brand, International Association of Women (IAW),
which is one of the largest, most recognized networking
organizations of professional women in the country, spanning more
than 200 industries and professions. Through an online platform and
its relationship recruitment affinity groups, the Company provides
its employer clients a means to identify and acquire diverse talent
and assist them with their efforts to comply with the Equal
Employment Opportunity Office of Federal Contract Compliance
Program. The Company's mission is to utilize the collective
strength of its affiliate companies, members, partners, and unique
proprietary platform to be the standard in business diversity
recruiting, networking, and professional development for women,
minorities, veterans, LGBTQ+, and disabled persons globally.
Oak Brook, Illinois-based Sassetti LLC, the Company's auditor since
2022, issued a "going concern" qualification in its report dated
March 29, 2024, citing that the Company has incurred recurring
operating losses, has a significant accumulated deficit, and will
need to raise additional funds to meet its obligations and the
costs of its operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
Professional Diversity Network reported a net loss attributable to
the company of $4.31 million for the year ended Dec. 31, 2023,
compared to a net loss attributable to the company for the year
ended Dec. 31, 2022. As of June 30, 2024, Professional Diversity
Network had $5,798,852 in total assets, $3,789,707 in total
liabilities, and $2,009,145 in total stockholders' equity.
PROS HOLDINGS: Appoints Jennifer Biry to Board of Directors
-----------------------------------------------------------
PROS Holdings, Inc. announced the appointment of Jennifer Biry to
its Board of Directors effective August 26, 2024. Biry joins the
Board as an independent director.
A seasoned leader with over 25 years of accounting, finance and
operational experience, Biry serves as Chief Financial and
Operating Officer for McAfee, a global leader in online protection
for consumers. Biry joined McAfee in 2022 and leads the global
finance, strategy, M&A, IT, security, sales, customer service and
procurement operations, responsible for overseeing over $2B in
annual revenue. Prior to McAfee, Biry served as Chief Financial
Officer for WarnerMedia from 2020-2022, and previously in various
leadership roles with AT&T Communications, including Sr. Vice
President and Chief Financial Officer of AT&T Communications
Consumer segment.
"I am thrilled to welcome Jennifer to PROS Board," said PROS
Non-Executive Chairman of the Board Bill Russell. "As PROS
increases in scale, her leadership, finance and operational
experience will be a great resource for us as we continue to create
greater long-term value for our shareholders."
"We are proud to welcome such a distinguished leader to the PROS
Board," said PROS President and CEO Andres Reiner. "Jennifer's
extensive operational expertise makes her an invaluable partner as
we scale our business and seize the incredible market opportunity
in front of us as companies continue to embrace AI to drive
impactful business outcomes."
"I am truly honored to join the PROS Board of Directors at a time
where businesses around the world are increasingly embracing AI
solutions," said Biry. "I look forward to working with the team and
sharing my experience and knowledge to help the company further
drive success and create shareholder value."
Ms. Biry will be entitled to the Company's standard compensation
for non-employee directors, as described under 'Director
Compensation' in the Company's definitive proxy statement on
Schedule 14A filed with the Securities and Exchange Commission on
April 4, 2024. In connection with her appointment, Ms. Biry will
also enter into the Company's standard indemnification agreement
for directors and officers.
Russell Reynolds advised the company in the Board search process.
About PROS Holdings
Headquartered in Houston, Texas, PROS Holdings, Inc. (NYSE: PRO),
is a provider of AI-powered SaaS pricing, CPQ, revenue management,
and digital offer marketing solutions.
As of June 30, 2024, PROS Holdings had $384.9 million in total
assets, $467.9 million in total liabilities, and $83 million in
total shareholders' deficit.
* * *
Egan-Jones Ratings Company on October 9, 2023, maintained its
'CCC-' foreign currency and local currency senior unsecured ratings
on debt issued by PROS Holdings, Inc.
PROSPER ASSISTED: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Prosper Assisted Living, LP
4117 Boca Bay Drive
Dallas, TX 75244
Business Description: Prosper Assisted is a Single Asset Real
Estate debtor (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: September 1, 2024
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 24-32700
Debtor's Counsel: Robert Buchholz, Esq.
THE LAW OFFICE OF ROBERT W. BUCHHOLZ, P.C.
5220 Spring Valley Road, Suite 618
Dallas, TX 75254
Tel: (214) 754-5500
Email: bob@attorneybob.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Lucky Consulting, Inc., General Partner,
by Dan Blackburn.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/A4MNO6I/Prosper_Assisted_Living_LP__txnbke-24-32700__0001.0.pdf?mcid=tGE4TAMA
R. GREGORY INVESTMENTS: Case Summary & One Unsecured Creditor
-------------------------------------------------------------
Debtor: R. Gregory Investments, LLC
7227 Cemetery Road
Manvel, TX 77578
Chapter 11 Petition Date: September 1, 2024
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 24-34097
Judge: Hon. Eduardo V Rodriguez
Debtor's Counsel: Susan Tran Adams, Esq.
TRAN SINGH, LLP
2502 La Branch St.
Houston TX 77004
E-mail: stran@ts-llp.com
Total Assets: $2,503,600
Total Debts: $1,739,000
The petition was signed by Ryan Gregory as managing member.
The Debtor listed b1Bank, PO Box 1823, Lake Charles, LA 70602-1823
as its sole unsecured creditor holding a claim of $499,000.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/A4MULZA/R_Gregory_Investments_LLC__txsbke-24-34097__0001.0.pdf?mcid=tGE4TAMA
RED LOBSTER: Credera Enterprises Steps Down as Committee Member
---------------------------------------------------------------
The U.S. Trustee for Region 21 disclosed in a court filing the
resignation of Credera Enterprises Company, LLC from the official
committee of unsecured creditors in the Chapter 11 case of Red
Lobster Management LLC.
The remaining members of the committee are:
1. Warner Bros. Discovery, Inc.
on Behalf of Itself and its Subsidiaries
c/o Ashleigh Landis, VP Legal, Litigation
4000 Warner Blvd.
Burbank, CA 91505
Phone: 818-331-1709
ashleigh.landis@wbd.com
2. Gordon Food Service Canada Ltd.
Attn: Jennifer Heeringa,
North America Director of Credit
2999 James Snow Parkway North
Milton, ON L9T SG4
Canada
Phone: 905-864-3746
jennifer.heeringa@gfs.com
3. George Parker
c/o Pack Law
51 NE 24th Street, Suite 108
Miami, FL 33137
Phone: 305-916-4500
joe@packlaw.com
jessey@packlaw.com
4. Provender Hall I, LLC
Provender Hall IV, LLC
c/o Meera Fox, J.D.,
Member and Designated Representative
2625 Alcatraz Avenue #607
Berkley, CA 94705
Phone: 510-521-0438
meerafox@aol.com
5. Kenneth O. Lester Company, Inc.
d/b/a Performance Food Group
Attn: David Easton, Credit Manager
12500 West Creek Parkway
Richmond, VA 23238
Phone: 804-380-4005
deaston@pfgc.com
6. PepsiCo Sales, Inc.
Attn: W. Conrad Ragan, Finance Director
1100 Reynolds Blvd.
Winston-Salem, NC 27105
Phone: 336-972-8910
conrad.ragan@pepsico.com
7. Realty Income Corporation
Attn: Demetri Lahanas, AVP, Senior Legal Counsel
11995 El Camino Real
San Diego, CA 92130
Phone: 858-284-5327
dlahanas@realtyincome.com
8. Rubin Postaer and Associates
Attn: Juan Ojeda, VP of Finance
Vince Mancuso, CFO and Co-Chair
Brett Bender, COO
2525 Colorado Avenue
Santa Monica, CA 90404
Phone: 310-633-6007
jojeda@rpa.com
About Red Lobster Seafood Co.
Red Lobster Management, LLC, owns and operates 705 Red Lobster
seafood restaurants throughout North America. Red Lobster generates
about $2.4 billion of annual revenue. Red Lobster is owned by
private equity firm Golden Gate Capital. On the Web:
http://www.redlobster.com/
Red Lobster Management and its affiliates sought Chapter 11
protection (Bankr. M.D. Fla. Lead Case NO. 24-02486) on May 19,
2024. As part of these filings, Red Lobster has entered into a
stalking horse purchase agreement pursuant to which Red Lobster
will sell its business to an entity formed and controlled by its
existing term lenders.
King & Spalding LLP is lead counsel to the Debtors; Berger
Singerman LLP serves as local counsel; and Blake, Cassel & Graydon,
LLC represents the Canadian applicants.
Alvarez & Marsal North America, LLC is serving as financial advisor
and providing corporate leadership as Chief Executive and Chief
Restructuring Officers. Jonathan Tibus, a Managing Director at
Alvarez & Marsal, serves as the debtors' CEO.
Hilco Corporate Finance is serving as M&A advisor to Red Lobster.
Keen-Summit is serving as real estate advisor.
The U.S. Trustee for Region 21 appointed an official committee to
represent unsecured creditors in the Debtor's Chapter 11 case. The
committee is represented by Pachulski Stang Ziehl & Jones, LLP.
RMLJ HOLDINGS: Hires Desert Mountain Realty as Broker
-----------------------------------------------------
RMLJ HOLDINGS 1, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Arizona to employ Desert Mountain Realty as
Broker.
The firm will market and sell the Debtor's real property located at
801 S. Upton Dr., Kearny, AZ 85137.
The firm will be paid a commission of 5 percent of the gross
purchase price.
Michael Jason Collins, a partner at Desert Mountain Realty,
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:
Michael Jason Collins
Desert Mountain Realty
1060 E Aultman St.
Ely, NV 89301
Tel: (775) 289-3038
About RMLJ HOLDINGS 1, LLC
RMLJ Holdings 1 LLC is a limited liability company.
RMLJ Holdings 1 LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 24-04630) on June 10,
2024. In the petition signed by Philip G. Zweig, as manager, the
Debtor reports estimated assets and liabilities between $1 million
and $10 million each.
Honorable Bankruptcy Judge Brenda K. Martin oversees the case.
The Debtor is represented by:
D. Lamar Hawkins, Esq.
GUIDANT LAW, PLC
402 E. Southern Ave
Tempe, AZ 85282
Tel: (602) 888-9229
E-mail: lamar@guidant.law
RYLEE & COMPANY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Rylee & Company, LLC
dba Little Lions Learning Center
134 January Lane
Ponder TX 76259
Chapter 11 Petition Date: August 30, 2024
Court: United States Bankruptcy Court
Eastern District of Texas
Case No.: 24-42062
Debtor's Counsel: Mark J. Petrocchi, Esq.
GRIFFITH, JAY & MICHEL, LLP
2200 Forest Park Blvd.
Fort Worth TX 76110
Tel: (817) 926-2500
Fax: (817) 926-2505
Email: mpetrocchi@lawgjm.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Amber Castillo, owner/director.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/7DRP7RI/Rylee__Company_LLC__txebke-24-42062__0001.0.pdf?mcid=tGE4TAMA
SENMIAO TECHNOLOGY: Unit Completes Acquisition Deal With Jiangsu
----------------------------------------------------------------
Senmiao Technology Limited disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on August 20,
2024, Sichuan Senmiao Zecheng Business Consulting Co., Ltd., a
wholly-owned subsidiary of the Company, consummated the previously
announced transaction contemplated by the Acquisition Agreement
with Debt Assumption Takeover with Jiangsu Yuelaiyuexing Technology
Co., Ltd., and other parties thereto, including the acquisition by
the Purchaser of 100% of Sichuan's equity interest in Hunan
Xixingtianxia Technology Co., Ltd., a wholly-owned subsidiary of
Sichuan.
About Senmiao Technology Limited
Senmiao Technology Limited is a U.S. holding company incorporated
in the State of Nevada on June 8, 2017. Although it is a holding
company with no material operations of its own, Senmiao conducts a
substantial majority of its operations through its operating
entities established in the People's Republic of China (PRC). This
includes its subsidiaries and equity investee company. Since
November 2018, the Company has been providing automobile
transaction and related services focusing on the online
ride-hailing industry in China through its wholly owned
subsidiaries, Yicheng and Corenel, its majority-owned subsidiaries,
Jiekai and Hunan Ruixi, and its equity investee company,
Jinkailong. Since October 2020, the Company has been operating an
online ride-hailing platform through XXTX, a wholly owned
subsidiary of Senmiao Consulting. XXTX's platform enables qualified
ride-hailing drivers to provide transportation services mainly in
Chengdu, Changsha, and other 20 cities in China as of the date of
this Report. The Company's business includes Automobile Transaction
and Related Services and Online Ride-Hailing Platform Services.
As of June 27, 2024, New York, New York-based Marcum Asia CPAs LLP,
the Company's auditor since 2018, issued a "going concern"
qualification. The report cited a significant working capital
deficiency, substantial losses, and the need for additional funds
to meet obligations and sustain operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
Senmiao reported a net loss of $4.23 million for the year ended
March 31, 2024, compared to a net loss of $3.79 million for the
year ended March 31, 2023. As of June 30, 2024, the Company had
$9.21 million in total assets, $5.71 million in total liabilities,
$234,364 in mezzanine equity, and $3.26 million in total equity.
SILVER WAVE: Case Summary & One Unsecured Creditor
--------------------------------------------------
Debtor: Silver Wave, LLC
3 Lake Bellevue Drive, Suite 201
Bellevue, WA 98005
Chapter 11 Petition Date: August 19, 2024
Court: United States Bankruptcy Court
District of Alaska
Case No.: 24-00144
Debtor's Counsel: Thomas A. Buford, Esq.
BUSH KORNFELD LLP
601 Union St., Suite 5000
Seattle, WA 98101-2373
Tel: (206) 292-2110
Fax: (206) 292-2104
Email: tbuford@bskd.com
Total Assets: $986,467
Total Liabilities: $19,326,374
The petition was signed by Roger Stiles as authorized
representative.
The Debtor listed Cathay Bank located at 6320 Canoga Ave., #910,
Woodland Hills, CA 91367 as its sole unsecured creditor.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/B4BHXLA/Silver_Wave_LLC__akbke-24-00144__0001.0.pdf?mcid=tGE4TAMA
SILVERROCK DEVELOPMENT: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------------
The U.S. Trustee for Region 3 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of SilverRock Development Company, LLC.
About SilverRock Development Company
SilverRock Development Company, LLC is a San Diego, Calif.-based
company primarily engaged in renting and leasing real estate
properties.
SilverRock filed Chapter 11 petition (Bankr. D. Del. Lead Case No.
24-11647) on August 5, 2024, with $100 million to $500 million in
both assets and liabilities. Robert S. Green, Jr., chief executive
officer, signed the petition.
Judge Mary F. Walrath handles the case.
The Debtor is represented by Jonathan M. Stemerman, Esq., at
Armstrong Teasdale.
SOBR SAFE: Files Form S-1 for Resale of 20.6M Common Shares
-----------------------------------------------------------
SOBR Safe, Inc. filed a preliminary prospectus on Form S-1 with the
U.S. Securities and Exchange Commission relating to the resale from
time to time of an aggregate of up to 20,638,326 shares of common
stock, $0.00001 par value the Company, which consists of 20,638,326
Shares underlying warrants to purchase Common Stock sold pursuant
to an Inducement Letter dated June 4, 2024, between the Company and
Armistice Capital, LLC and a Common Stock Purchase Warrant dated
June 4, 2024. Each Warrant is convertible into one share of Common
Stock upon exercise, exercisable immediately, for a term of 60
months, at an exercise price of $0.27, subject to adjustment
thereunder.
Armistice Capital may not exercise any portion of the Warrant to
the extent such exercise would cause the firm, together with its
affiliates, attribution parties, and any other person or entity
acting as a group, to beneficially own a number of shares of Common
Stock which would exceed 4.99% of the then outstanding Common Stock
following such exercise, as such percentage ownership is determined
in accordance with the terms of the Warrant, except that upon
notice from Armistice Capital to the Company, Armistice Capital may
waive such limitation up to a percentage, not in excess of 9.99%.
If Armistice Capital exercises their Warrants in full, the shares
being registered for resale by the firm would represent
approximately 35.4% of the Company's current issued and outstanding
Common Stock.
SOBR Safe will not receive any proceeds from the resale of these
shares of common stock by Armistice Capital.
A full-text copy of the preliminary prospectus is available at:
https://tinyurl.com/n7nwarb7
About SOBR Safe, Inc.
SOBR Safe, Inc. provides non-invasive technology to quickly and
humanely identify the presence of alcohol in individuals. These
technologies are integrated within the Company's robust and
scalable data platform, which produces statistical and measurable
user and business data. The Company's mission is to save lives,
increase productivity, create significant economic benefits, and
positively impact behavior. To this end, SOBR Safe has developed
the scalable, patent-pending SOBRsafe software platform for
non-invasive alcohol detection and identity verification.
As of June 30, 2024, SOBR Safe had $5,122,244 in total assets,
$1,431,746 in total liabilities, and $3,690,498 in total
stockholders' equity.
As of March 29, 2024, Littleton, Colorado-based Haynie and Company,
the Company's auditor since 2023, issued a "going concern"
qualification in its report. The report cited that the Company has
incurred recurring losses from operations and has limited cash
liquidity and capital resources to meet future capital
requirements.
Management believes that cash balances of approximately $2,800,000
and positive working capital of approximately $1,900,000 as of
December 31, 2023, do not provide adequate capital for operating
activities for the next twelve months after the issuance of these
financial statements. However, management believes that actions
currently being taken to generate product and service revenues,
along with plans to access capital sources and implement expense
reduction tactics, provide the opportunity for the Company to
continue as a going concern. These plans are contingent upon the
successful execution of these actions. As such, substantial doubt
about the entity's ability to continue as a going concern has not
been alleviated as of December 31, 2023, according to the Company's
Annual Report for the year ended December 31, 2023.
SPLASH BEVERAGE: Sells $2.05MM in Convertible Notes and Warrants
----------------------------------------------------------------
Splash Beverage Group, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on August 21
and 22, 2024, the Company entered into a securities purchase
agreement with certain accredited investors. Pursuant to the
Purchase Agreement, to date the Company sold to the Purchasers in
this offering:
(i) convertible notes in the aggregate original principal
amount of $2,050,000, upon maturity convertible into up to
5,857,142 shares of common stock of the Company, par value $0.001
per share, warrants to initially acquire up to an aggregate of
2,928,571 additional shares of Common Stock at an exercise price of
$0.4375 per Warrant Share. The Warrants are exercisable for CASH
ONLY. The Company has received gross proceeds of $2,050,000 in
connection with the closing of the financing. The conversion price
of the Notes is $0.35 per share. The Company intends to close the
offering over multiple tranches.
The maturity date of the Notes is September 1, 2029. Interest on
the unpaid principal balance of the Notes accrues at 9% per annum
which may be converted into shares or payable in arrears on a
semi-annual basis on January 1st and July 1st until the note
reaches maturity. Subject to the conversion of the Notes, any
accrued interest outstanding is payable in full on the maturity
date of the Notes.
The Notes are subject to customary events of default including the
failure to pay principal and interest when due or bankruptcy by the
Company. Upon the occurrence of an event of default, the unpaid
portion of the principal amount will bear simple interest from the
date of the event of default at a rate equal to 12% per annum, for
the duration from such event of default until the cure of such
default or the repayment date of the entire outstanding balance of
the Note.
The Warrants are exercisable at any time after the date of issuance
until the five year anniversary of their respective issuance date,
at an exercise price of $0.4375 per Warrant Share, subject to
adjustments as provided in the Warrants. The Warrants are
exercisable for cash only.
The Company agreed to file a registration statement to register the
shares of 50% of the common stock underlying the Note and 100% of
common stock underlying the Warrants within 18 months after the
receiving the purchase price of the Note and to use commercially
reasonable efforts to have the registration statement declared
effective. Additionally, within a two-year period of the
anniversary of receiving the purchase price of the Note, the
Company will file an additional registration statement to register
the remaining 50% of common stock underlying the Note, and to use
commercially reasonable efforts to have the registration statement
declared effective within the aforementioned two-year period.
About Splash Beverage Group
Fort Lauderdale, Florida-based Splash Beverage Group, Inc. is a
portfolio company specializing in managing multiple brands across
various growth segments within the consumer beverage industry. The
Company focuses on incubating and acquiring brands with the aim of
accelerating them to higher volumes and increased sales revenue.
Rose, Snyder & Jacobs, based in Encino, California, and the
Company's auditor since 2023, issued a "going concern"
qualification in its report dated March 29, 2024. The qualification
highlighted that the Company has experienced recurring losses from
operations, an accumulated deficit, and a working capital
deficiency, which raise substantial doubt about its ability to
continue as a going concern.
Splash Beverage Group incurred a net loss of $21 million for the
year ended December 31, 2023. As of June 30, 2024, Splash Beverage
Group had $8,057,812 in total assets, $18,411,650 in total
liabilities, and $10,353,838 in total stockholders' deficit.
SPORTS INTERIORS: Hires Jenkins Law Group as Special Counsel
------------------------------------------------------------
Sports Interiors, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ Jenkins Law
Group as special counsel.
The firm will provide these services:
a. Investigation and research, including review of documents
or information provided by Client relating to litigation matters,
or relating to transactions; and legal research as may be necessary
to advise Client on matters affecting its business;
b. Communication (e.g. telephone conferences, correspondence,
meetings (in-person or virtual) with Client, its legal
representatives, or third parties, regarding subjects relevant to
Client's litigation, disputes, transactions, or other legal needs,
including the preparation of correspondence as deemed necessary for
purposes of providing an analysis of issues or for purposes of
making demands or communicating with third parties, or for any
other purposes agreed upon by Client; and
c. Preparation of documents and other tasks related to the
foregoing that Client and Jenkins mutually agree would be
appropriate within the scope of this engagement.
The firm will be paid at $300 per hour.
The firm will be paid a retainer in the amount of $7,500.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
David Jenkins, Esq., a partner at Jenkins Law Group, 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 Jenkins, Esq.
The Jenkins Law Group, P.C.
161 N. Clark Street, Suite 1700
Chicago, IL 60601
Telephone: (312) 726-0666
Email: djenkins@thejenkinslawgroup.com
About Sports Interiors, Inc.
Sports Interiors, Inc. sells and installs its liner system and
metal halide lighting system for indoor tennis facilities.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-00297) on January 9,
2024. In the petition signed by Robert VanDixhorn, president, a
director and a shareholder, the Debtor disclosed up to $1 million
in assets and up to $10 million in liabilities.
Judge Deborah L Thorne oversees the case.
David K. Welch, Esq., at BURKE, WARREN, MACKAY & SERRITELLA, P.C.,
represents the Debtor as legal counsel.
SPORTS INTERIORS: Hires Michael J. Roberts as Accountant
--------------------------------------------------------
Sports Interiors, Inc., seeks approval from the U.S. Bankruptcy
Court for the Northern District of Illinois to employ Michael J.
Roberts, Certified Public Accountant, LLC as accountant.
The firm will provide these services:
a. analyze the financial statements as prepared by
management;
b. prepare the federal and state income tax returns of the
Debtor and prepare any bookkeeping entries that Roberts deems
necessary in connection with the preparation of such income tax
returns;
c. prepare and assist with the preparation of forms and
schedules for tax reporting requirements, including, without
limitation, W-2s, 941s, 940s, 1099s, registration, vouchers and
pass-through schedules; and
d. provide consulting services including assisting the Debtor
with matters related to litigation and its Plan of Reorganization.
The firm will be paid at these rates:
Michael J. Roberts $225 per hour
Professional staff $100 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Michael J. Roberts
Michael J. Roberts, Certified
Public Accountant, LLC
P.O. Box 296
135 West Geneva Street
Elkhorn, WI 53121
Tel: (262) 723-6497
Fax: (262) 723-6913
Email: mikerobertscpa@elknet.net
About Sports Interiors, Inc.
Sports Interiors, Inc. sells and installs its liner system and
metal halide lighting system for indoor tennis facilities.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 24-00297) on January 9,
2024. In the petition signed by Robert VanDixhorn, president, a
director and a shareholder, the Debtor disclosed up to $1 million
in assets and up to $10 million in liabilities.
Judge Deborah L Thorne oversees the case.
David K. Welch, Esq., at BURKE, WARREN, MACKAY & SERRITELLA, P.C.,
represents the Debtor as legal counsel.
T & U INVESTMENTS: Jody Corrales Named Subchapter V Trustee
-----------------------------------------------------------
The U.S. Trustee for Region 14 appointed Jody Corrales, Esq., at
Deconcini McDonald Yetwin & Lacy P.C. as Subchapter V trustee for T
& U Investments, LLC.
Ms. Corrales will be paid an hourly fee of $385 for her services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Ms. Corrales declared that she is a disinterested person according
to Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Jody A. Corrales
Deconcini McDonald Yetwin & Lacy P.C.
252 E. Broadway Blvd., Suite 200
Tucson, AZ 85716
Telephone: 520-322-5000
Fax: 520-322-5585
Email: jcorrales@dmyl.com
About T & U Investments
T & U Investments, LLC filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Ariz. Case No.
24-06816) on August 16, 2024, with as much as $50,000 in both
assets and liabilities.
Scott M. Baker, Esq., at Scott Macmillan Baker, PC represents the
Debtor as legal counsel.
TARGET GROUP: Extends Maturity Date of Original Loan to May 2025
----------------------------------------------------------------
Target Group Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that effective August 16,
2024, the Company and a private individual, who is the brother of
the Company's Chief Executive Officer, Anthony Zarcone, entered
into a Tenth Amending Agreement extending the maturity date of
their financing agreement to May 31, 2025, or such earlier date as
demanded by Lender.
Previously, the Company filed a report on Form 8-K disclosing the
entry into a financing agreement, dated December 20, 2019, with the
Lender. The Original Loan was amended on nine occasions, as
disclosed in Form 8-K or 8-K/A reports filed on March 17, April 24,
and May 14, 2020; June 22, 2021; February 18 and October 21, 2022;
February 2, March 13, and March 31, 2023; and August 4 and November
13, 2023.
The remaining terms and conditions of the Original Loan, as
amended, remain in full force and effect.
About Target Group
Headquartered in Ontario, Canada, Target Group Inc. is engaged in
the cultivation, processing, and distribution of curated cannabis
products for the medical and adult-use recreational cannabis market
in Canada and, where legalized by state legislation, in the United
States. The Company is positioning itself with a core emphasis on
wholesale and co-packaging services to accommodate all
consumer-packaged goods intended for the sophisticated cannabis
market and consumer in Canada and internationally. This strategy
integrates cannabinoid research, analytical testing, product
development, and manufacturing.
Spokane, Washington-based Fruci & Associates II, PLLC, the
Company's auditor since 2017, issued a "going concern"
qualification in its report dated March 20, 2024, citing that the
Company has an accumulated deficit, net losses, and a working
capital deficit. These factors, among others, raise substantial
doubt about the Company's ability to continue as a going concern.
For the year ended December 31, 2023, Target Group reported a net
loss of $323,670, compared to a net loss of $4,520,064 for the year
ended December 31, 2022. As of June 30, 2024, Target Group had
$7.94 million in total assets, $14.33 million in total liabilities,
and a total stockholders' deficiency of $6.40 million.
TERRAFORM LABS: Updates Unsecured Claims Pay; Files Amended Plan
----------------------------------------------------------------
Terraform Labs Pte. Ltd. ("TFL") and Terraform Labs Limited ("TLL")
submitted a Disclosure Statement for Amended Plan of Liquidation
dated August 6, 2024.
The Plan is a result of the SEC Settlement, as well as the Debtors'
and their advisors' collaborative work with the SEC and the
Creditors' Committee and its advisors to negotiate the terms of a
chapter 11 plan of liquidation and wind down of the Debtors'
estates.
The Plan provides for an orderly liquidation of all of the Debtors'
assets and the distribution of value to the Debtors' creditors in
accordance with the priorities under the Bankruptcy Code and the
SEC Settlement.
On the Effective Date, the Debtors' assets and liabilities will be
transferred to and vest in the Wind Down Trust which will be a STAR
Trust under the laws of the Cayman Islands (the "Wind Down Trust").
The Wind Down Trust will assume sole and exclusive responsibility
and liability for all claims against the Debtors, as well as the
Debtors' operating expenses, and such claims shall be liquidated,
resolved, or paid by the Wind Down Trust.
In addition, the Wind Down Trust will hold a supermajority equity
interest in TFL, such that it may assert shareholder control and
commence the winding up of TFL and TLL upon completion of the wind
down. Under the Plan, creditors do not receive a beneficial
interest in the Wind Down Trust. Rather, the Wind Down Trust is
purely an objects trust, without beneficiaries, for the purpose of
effectuating the wind down and distributions to creditors.
Class 4 consists of General Unsecured Claims ("GUC"). Holders of
Allowed General Unsecured Claims will receive their Pro Rata share
of the GUC Pool up to the full allowed amount of such Claim.
Holders of Allowed General Unsecured Claims are required to file
proofs of claim pursuant to the General Bar Date Order.
On the Effective Date, the Debtors will establish the following
pools of funds for wind-down costs and distributions to claimants:
* Wind Down Reserve: Funded with Cash sufficient to fund (i)
the wind down process until the Wind Down Completion Date,8 taking
into account funds that are not yet in the Debtors' estates, but
are likely to be available after the Effective Date, as provided in
the Wind Down Budget, and (ii) the D&O Indemnification Obligations.
The Wind Down Budget will be included in the Plan Supplement.
* Senior Claim Pool: Funded on the Effective Date with Cash
estimated to be necessary to pay holders of secured and/or priority
claims (i.e., Administrative Expense, Priority Tax, Priority
NonTax, and Other Secured Claims) ("Senior Claims") a 100%
recovery, plus any amounts estimated to be necessary to pay holders
of Disputed Senior Claims.
* Fee Escrow Account: Funded with Cash for the payment of
professional fees and costs ("Fee Claims"), based on estimates
provided in advance of the Effective Date.
* GUC Pool (for the payment of Allowed General Unsecured
Claims): Funded (i) on the Effective Date, with Effective Date
Available Cash (i.e., available cash that is not otherwise reserved
for another fund/pool) and (ii) after the Effective Date, with (a)
Post-Effective Date Cash, (b) Surplus Reserved Cash, and (c)
Surplus Senior Claim Pool Cash, in each case in accordance with the
Waterfall.
* Crypto Loss Claims Pool: (for the payment of Crypto Loss
Claims): Funded initially with (i) the funds in the SEC Settlement
Fund and (ii) thereafter, with any remaining Cash in the GUC Pool
upon the time at which all Allowed General Unsecured Claims are
indefeasibly paid in full in Cash and there are no Disputed General
Unsecured Claims (the "General Unsecured Claim Payment
Completion").
* SEC Settlement Fund: Funded with amounts transferred to the
Debtors by Mr. Kwon and LFG under the SEC Settlement, which shall
be converted to Cash after the Effective Date and reserved for
distribution solely to harmed investors holding Crypto Loss Claims
pursuant to the SEC Settlement.
A full-text copy of the Disclosure Statement dated August 6, 2024
is available at https://urlcurt.com/u?l=CFVszG from
PacerMonitor.com at no charge.
Attorneys for the Debtors:
Zachary I. Shapiro, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square, 920 North King Street
Wilmington, Delaware 19801
Tel: (302) 651-7700
Email: shapiro@rlf.com
Ronit Berkovich, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Tel: (212) 310-8000
Email: ronit.berkovich@weil.com
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.
TJC SPARTECH: S&P Downgrades ICR to 'CCC-', Outlook Negative
------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on TJC Spartech
Acquisition Corp. to 'CCC-' from 'CCC+' with a negative outlook.
S&P said, "At the same time, we lowered our issue-level rating from
'CCC+' to 'CCC-'. The recovery rating remains '3', reflecting our
expectations for a meaningful (50-70%; rounded estimate 50%)
recovery.
"The negative outlook reflects the risk of a liquidity shortfall
resulting in a payment default or a debt transaction that we view
as tantamount to default in the coming six months."
TJC Spartech faces liquidity pressure, with little revolver
capacity. Spartech's cash position has declined to $11.5 million as
of June 30, 2024, from $20.7 million at the end of 2023.
Additionally, there is currently $20 million drawn on the company's
$60 million revolving credit facility as of June 30, 2024. Further
draws on the revolver are limited to $4 million because the company
is above the 9.5x springing leverage covenant as of June 30 2024.
Operating performance continues to remain pressured due to
decreased volume, resulting in weaker profitability and minimal
EBITDA generation. S&P expects S&P Global Ratings-adjusted debt to
EBITDA to remain elevated at more than 10x for 2024.
S&P said, "We expect cash flows to be weaker than we previously
expected given declining EBITDA performance, increased capital
expenditures (capex) spending for automation projects, and high
interest expense. Though we expect eventual rate cuts to be
favorable for cash flow generation, we forecast S&P Global
Ratings-adjusted funds from operations (FFO) to remain at a deficit
in 2024 and 2025. Additionally, with slightly higher levels of
capex compared to 2023, we forecast negative free operating cash
flow in the $25 million-$35 million range."
Operating performance continues to bepressured. Although improving,
Spartech continues to face demand headwinds in certain markets
following a significant decline in 2023, as high interest rates
continue to impact some of Spartech's more consumer-oriented end
markets. There have been signs of demand recovery though. However,
some underinvestment in the business in prior years has now plagued
Spartech with operational challenges and machine downtime driven by
deferred maintenance, staff turnover, and lower efficiency, which
has resulted in output issues and volume declines. S&P said, "As of
the second quarter, prolonged pressures continue to affect results,
and we believe that volumes will continue to decline during the
second half of 2024, resulting in full-year revenues decreasing in
the low-single-digit percentage area. However, we believe that
demand strength within aerospace and defense markets, and
recovering demand, albeit slowly, in some of its other end markets,
will partially offset its operational challenges."
S&P said, "Despite lack of debt maturities, cash flow deficits and
liquidity strains increase the likelihood of a payment default or a
transaction that we would consider to be tantamount to a default
over the next six months. While no near-term maturities exist, we
believe there is heighted risk of a payment default or distressed
exchange scenario over the next six months due to its weak
liquidity position. We would view any type of distressed exchange
as a default if lenders receive less than the face value of the
original obligation.
"The negative outlook reflects the risk of a liquidity shortfall
resulting in a payment default or a debt transaction that we view
as tantamount to default in the coming six months.
"We could lower the ratings of Spartech if we believe a default is
a virtual certainty."
This could occur if the company:
-- Announces or completes a transaction that we view as tantamount
to a default; or
-- Misses a principal or interest payment.
S&P said, "We could take a positive rating action on Spartech if we
believed the company could achieve sustained improvements in
operating results, leading to improved liquidity and leverage.
"Governance factors are a moderately negative consideration in our
credit rating analysis of TJC Spartech Acquisition Corp., as is the
case for most rated entities owned by private-equity sponsors. We
believe the company's highly leveraged financial risk profile
points to corporate decision-making that prioritizes the interests
of the controlling owners. This also reflects the generally finite
holding periods and a focus on maximizing shareholder returns.
Environmental and social factors are neutral considerations in our
credit analysis."
TOPHILL LLC: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Tophill, LLC
4117 Boca Bay Drive
Dallas, TX 75244
Business Description: Tophill, LLC is a Single Asset Real Estate
debtor (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: September 1, 2024
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 24-32699
Debtor's Counsel: Robert Buchholz, Esq.
THE LAW OFFICE OF ROBERT W. BUCHHOLZ, P.C.
5220 Spring Valley Road, Suite 618
Dallas, TX 75254
Tel: (214)754-5500
Email: bob@attorneybob.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dan Blackburn as president.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/AWX64PY/Tophill_LLC__txnbke-24-32699__0001.0.pdf?mcid=tGE4TAMA
TREMONT CHICAGO: Seeks to Extend Plan Exclusivity to Nov. 18
------------------------------------------------------------
Tremont Chicago, LLC, asked the U.S. Bankruptcy Court for the
District of Delaware 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 owns and operates the (i) Tremont Chicago Hotel (the
"Hotel"), a 16-story, 122-room, boutique hotel located at 100 E.
Chestnut Street between the world renowned Magnificent Mile and
Rush Street in Chicago, and (ii) the adjoining property, located at
108 E. Chestnut Street, which houses a restaurant space.
The Debtor has reached a short-term agreement with its senior
secured lender, LMREC IV Note Holder, Inc., which has resulted in
an interim "pencils down" approach to minimize administrative costs
while the Debtor pursues a refinancing of LMREC's loan. The success
of the refinance will dictate the Debtor's strategy for a plan
moving forward.
The Debtor claims that it has focused on various critical issues
related to its Chapter 11 Case during the first few months of the
Chapter 11 Case. Further, the refinance of the Debtor's secured
debt will largely dictate the direction of this case, and the
Debtor's plan prospects. Given the flux of the case at this time,
and until the refinance is completed, the Debtor asserts that there
is sufficient "cause" for an extension of the Exclusive Periods.
The Debtor explains that the extension of the Exclusive Periods
will afford the company and all other parties in interest an
opportunity to fully develop the grounds upon which a plan can be
based following the refinance of the secured debt. Terminating the
Exclusive Periods prematurely would defeat the very purpose of
section 1121 of the Bankruptcy Code, to afford the Debtor a
meaningful and reasonable opportunity to negotiate with creditors
and propose and confirm a consensual plan.
The Debtor believes that the requested extension of the Exclusive
Periods is warranted and appropriate under the circumstances. The
Debtor submits that the requested extension is realistic and
necessary, will not prejudice the legitimate interests of creditors
and other parties in interest, and will afford it a meaningful
opportunity to pursue a consensual plan, all as contemplated by
chapter 11 of the Bankruptcy Code.
Tremont Chicago, LLC, is represented by:
GOLDSTEIN & MCCLINTOCK LLLP
Maria Aprile Sawczuk, Esq.
501 Silverside Road, Suite 65
Wilmington, DE 19809
Telephone: (302) 444-6710
Email: marias@goldmclaw.com
-and-
Matthew E. McClintock, Esq.
Ainsley G. Moloney, Esq.
Amrit S. Kapai, Esq.
111 W. Washington Street, Suite 1221
Chicago, IL 60602
Telephone: (312) 337-7700
Email: mattm@goldmclaw.com
ainsleym@goldmclaw.com
amritk@goldmclaw.com
About Tremont Chicago, LLC
Tremont Chicago, LLC is part of the traveler accommodation
industry.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-10844) on April 22,
2024. In the petition signed by Michael Collier, sole member of
Hotel Capital, LLC, Debtor's Manager, the Debtor disclosed up to
$50 million in both assets and liabilities.
Judge Laurie Selber Silverstein oversees the case.
Maria Aprile Sawczuk, Esq., at GOLDSTEIN & McCLINTOCK LLLP, is the
Debtor's legal counsel.
TYKARAH INFANT: Yann Geron Named Subchapter V Trustee
-----------------------------------------------------
The U.S. Trustee for Region 2 appointed Yann Geron, Esq., at Geron
Legal Advisors, LLC as Subchapter V trustee for Tykarah Infant and
Toddler, LLC.
Mr. Geron will be paid an hourly fee of $850 for his services as
Subchapter V trustee and will be reimbursed for work-related
expenses incurred.
Mr. Geron declared that he is a disinterested person according to
Section 101(14) of the Bankruptcy Code.
The Subchapter V trustee can be reached at:
Yann Geron, Esq.
Geron Legal Advisors, LLC
370 Lexington Avenue, Suite 1101
New York, NY 10017
Phone: (646) 560-3224
Email: ygeron@geronlegaladvisors.com
About Tykarah Infant
Tykarah Infant and Toddler, LLC, doing business as Mindful
Munchkins Academy, filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-22723) on
August 16, 2024, with up to $50,000 in assets and up to $500,000 in
liabilities.
Judge Sean H. Lane presides over the case.
James J. Rufo, Esq., at The Law Office of James J. Rufo represents
the Debtor as bankruptcy counsel.
UNICORNS AND UNICORNS: Hires RHM Law LLP as Bankruptcy Counsel
--------------------------------------------------------------
Unicorns and Unicorns LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ RHM Law LLP
as general bankruptcy counsel.
The firm's services include:
a. providing advice and assistance regarding compliance with
the requirements of the United States Trustee ("UST");
b. providing advice regarding matters of bankruptcy law,
including the rights and remedies of the Debtor in regard to its
assets and with respect to the claims of creditors;
c. providing advice regarding cash collateral matters;
d. conducting examinations of witnesses, claimants or adverse
parties and to prepare and assist in the preparation of reports,
accounts and pleadings;
e. providing advice concerning the requirements of the
Bankruptcy Code and applicable rules;
f. assisting with the negotiation, formulation, confirmation
and implementation of a Chapter 11 plan of reorganization; and
g. making any appearances in the Bankruptcy Court on behalf of
the Debtor; and to take such other action and to perform such other
services as the Debtor may require.
The firm will be paid at these rates:
Partners $600 to $650 per hour
Associates $400 to $450 per hour
Paralegals $135 to $175 per hour
The firm will be paid a retainer in the amount of $41,738.
In addition, the firm will seek reimbursement for its out-of-pocket
expenses.
Roksana D. Moradi-Brovia, a partner at RHM Law 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:
Roksana D. Moradi-Brovia, Esq.
RHM LAW LLP
17609 Ventura Blvd., Suite 314
Encino, CA 91316
Tel: (818) 285-0100
Fax: (818) 855-7013
Email: roksana@RHMFirm.com
About Unicorns and Unicorns LLC
The Debtor is a creative production studio specializing in branded
content, immersive experiences, product fabrication, and code.
Unicorns and Unicorns, LLC in Los Angeles, CA, filed its voluntary
petition for Chapter 11 protection (Bankr. C.D. Cal. Case No.
24-15827) on July 23, 2024, listing as much as $1 million to $10
million in both assets and liabilities. Adrianne McCurrach as
managing member, signed the petition.
RHM LAW LLP serve as the Debtor's legal counsel.
VERTEX ENERGY: Amends Loan Agreement, Secures $25MM Term Loan
-------------------------------------------------------------
Vertex Energy, Inc. previously filed a Current Report on Form 8-K
with the Securities and Exchange Commission on April 7, 2022)
disclosing that on April 1, 2022, Vertex Refining Alabama LLC, a
Delaware limited liability company which is indirectly wholly-owned
by the Company; the Company, as a guarantor; substantially all of
the Company's direct and indirect subsidiaries, as guarantors
(together with the Company and certain direct or indirect
subsidiaries of the Company which subsequently became guarantors,
the "Guarantors", and together with the Company and Vertex
Refining, the "Loan Parties"); the Lenders; and Cantor Fitzgerald
Securities, in its capacity as administrative agent and collateral
agent for the Lenders, entered into a Loan and Security Agreement.
On August 23, 2024, the Loan Parties entered into an Amendment
Number Eight and Limited Consent to Loan and Security Agreement,
with certain funds and accounts under management by -- BlackRock
Financial Management, Inc. or its affiliates, certain funds managed
or advised by Whitebox Advisors, LLC, certain funds managed by
Highbridge Capital Management, LLC, CrowdOut Capital LLC, CrowdOut
Credit Opportunities Fund LLC, and an individual, collectively, the
Lenders, and the Agent -- pursuant to which:
(a) certain of the Lenders agreed to provide a term loan in
the amount of $25 million;
(b) the Lenders consented to permitting consolidated liquidity
of the Loan Parties to be less than $25,000,000, but not less than
$12,000,000, in each case, for any period of more than three
consecutive business days prior to September 20, 2024;
(c) the Lenders consented to certain other amendments to the
Loan and Security Agreement and the parties agreed to certain other
mutually negotiated changes to the Loan and Security Agreement;
and
(d) the Loan Parties agreed to (i) prepare and deliver to the
Lenders a memorandum in connection with a marketing process for the
sale of some or substantially all of the Loan Parties' assets
and/or equity interests on or before August 30, 2024, (ii) to
launch a marketing process for the sale of some or substantially
all of the Loan Parties assets and equity interests on or prior to
September 3, 2024 and (iii) cause the execution and delivery of a
Restructuring and Support Agreement, with milestones and
documentation in accordance with the Loan and Security Agreement on
or before September 20, 2024.
The proceeds of the New Loan can be used by the Company (i) for
general corporate purposes, consistent with an approved forecast,
and (ii) to pay certain fees and expenses associated with the
closing of the transactions contemplated by the New Loan.
Vertex Refining received the proceeds of the New Loan net of the
Fees and Expenses on August 23, 2024.
The amounts outstanding under the Term Loan (including the New
Loan), bear interest at a rate per annum equal to the sum of (i)
the greater of (x) the per annum rate publicly quoted from time to
time by The Wall Street Journal as the "Prime Rate" in the United
States minus 1.50% as in effect on such day and (y) the Federal
Funds rate for such day plus 0.50%, subject in the case of this
clause (i), to a floor of 1.0%, plus (ii) 10.25%. Interest on the
New Loan is payable in cash (i) quarterly, in arrears, on the last
business day of each calendar quarter, commencing on the last
business day of the calendar quarter ending September 30, 2024,
(ii) in connection with any payment, prepayment or repayment of the
Term Loans (including as discussed in greater detail below), and
(iii) at maturity (whether upon demand, by acceleration or
otherwise).
The Company also agreed to pay certain fees and transaction
expenses in connection with the New Loan, including an exit fee
calculated to pay the August 2024 Lenders providing the New Loan a
multiple of invested capital of 1.40x on the amount of the New
Loan.
Amounts owed under the Loan and Security Agreement, including the
New Loan, if not earlier repaid, are due on April 1, 2025.
Pursuant to the Loan and Security Agreement, on September 30, 2024
and December 31, 2024, Vertex Refining is required to repay
$312,500 of the principal amount of the New Loan, along with an
aggregate of $3.2 million under the other Term Loan borrowing.
The amount of the Term Loan is secured by substantially all of the
present and after-acquired assets of the Company and its
subsidiaries. Additionally, Vertex Refining's obligations under the
Loan and Security Agreement are jointly and severally guaranteed by
substantially all of the Company's subsidiaries and the Company.
The Loan and Security Agreement includes customary representations
and warranties, and affirmative and negative covenants of the Loan
Parties for a facility of this size and type, including prohibiting
the Loan Parties from creating any indebtedness without the consent
of the Lenders, subject to certain exceptions (including as
discussed above), and requiring the Loan Parties to have no less
than $25 million of unrestricted cash for any period of more than
three consecutive business days (except through September 20, 2024,
which minimum unrestricted cash threshold is $12 million). The Loan
and Security Agreement includes customary events of default for
transactions of this type, including failures to pay amounts due,
bankruptcy proceedings, covenant defaults, attachment or seizure of
a material portion of the collateral securing the Loan and Security
Agreement, cross defaults, if there is a default in any agreement
governing indebtedness in excess of $3,000,000, resulting in the
right to accelerate such indebtedness, certain judgments against
the Loan Parties, misrepresentations by the Loan Parties in the
transaction documents, insolvency, cross default of an Offtake and
Supply Agreement previously entered into by the Company, a Change
of Control (as defined in the Loan and Security Agreement),
termination of certain intercreditor agreements, and the loss or
termination of certain material contracts. Upon the occurrence of
an event of default, the Agent may declare the entire amount of
obligations owed under the Loan and Security Agreement immediately
due and payable and take certain other actions provided for under
the Loan and Security Agreement, including enforcing security
interests and guarantees.
The Loan and Security Agreement includes customary indemnification
obligations for a facility of this size and type, requiring us to
indemnify the Agent and the Lenders for certain expenses, losses
and claims.
The amounts owed under the Loan and Security Agreement are also
secured by various deeds of trusts and mortgages for the real
properties described therein, over the Company's Mobile, Alabama
refinery and substantially all other material owned and leased real
property of the Guarantors including properties in Texas and
Louisiana.
About Vertex Energy
Vertex Energy is a leading energy transition company specializing
in producing both renewable and conventional fuels. The Company's
innovative solutions are designed to enhance the performance of
customers and partners while prioritizing sustainability, safety,
and operational excellence. Committed to providing superior
products and services, Vertex Energy is dedicated to shaping the
future of the energy industry.
As of June 30, 2024, Vertex Energy had $772.4 million in total
assets, $642.8 million in total liabilities, and $129.5 million in
total stockholders' equity.
* * *
In August 2024, Fitch Ratings downgraded Vertex Energy Inc.'s
(Vertex) and Vertex Refining Alabama LLC's Long-Term Issuer Default
Ratings (IDRs) to 'CC' from 'CCC+'. Fitch has also downgraded the
rating of Vertex Refining Alabama's senior secured term loan to
'CCC-'/'RR3' from 'B-'/'RR3'.
The downgrade reflects Vertex's lack of liquidity buffers to cover
Fitch-estimated negative FCF in the near term, ongoing preparation
of a restructuring support agreement (RSA), and the management's
doubt around Vertex's ability to operate as a going concern
mentioned in its financial statements. Fitch considers a scenario
under which Vertex announces a restructuring transaction that could
be considered a distressed debt exchange (DDE) as probable.
In June 2024, S&P Global Ratings lowered its issuer credit rating
(ICR) on Vertex Energy Inc. to 'CCC' from 'B-' and its issue-level
rating on the company's term loan B (TLB) to 'CCC' from 'B'. At the
same time, S&P Global Ratings removed the ratings from CreditWatch,
where they were placed with negative implications on March 15,
2024. In addition, S&P revised its assessment of the company's
liquidity position to weak from less than adequate. S&P also
revised its recovery rating on the TLB to '3' from '2', indicating
its expectation for meaningful (50%-70%; rounded estimate: 60%)
recovery.
The negative outlook reflects the elevated risk of a default
scenario given the lack of sufficient liquidity sources to fully
repay the TLB or a concrete refinancing plan.
VERTEX ENERGY: Expands Board, Appoints Jeffrey Stein as Director
----------------------------------------------------------------
Vertex Energy Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that effective on August
23, 2024, the Board of Directors of the Company increased the
number of members of the Board of Directors from five to six,
pursuant to a resolution of the Board in accordance with the Second
Amended and Restated Bylaws of the Company, and appointed Jeffrey
S. Stein as a member of the Board of Directors to fill the newly
created vacancy, also pursuant to the power provided to the Board
by the Bylaws.
Since July 2023, Mr. Stein has served as chief executive officer
and chief restructuring officer of Rite Aid Corporation (NYSE:
RAD). Mr. Stein is founder and managing partner of Stein Advisors
LLC, a financial advisory firm that provides consulting services to
public and private companies and institutional investors. Mr. Stein
brings decades of experience leading companies through meaningful
business transformations. Mr. Stein has held numerous leadership
roles, including executive chairman, chief executive officer, and
chief restructuring officer, and has served on several board
committees, including finance, audit, corporate governance,
compensation, and risk management. Mr. Stein received a B.A. in
Economics from Brandeis University and an M.B.A. with Honors in
Finance and Accounting from New York University. He is a certified
Turnaround Professional, as designated by the Turnaround Management
Association.
Mr. Stein was not appointed to any committees of the Board and the
Board has not yet determined on which committees he will serve.
In connection with his appointment to the Board, the Company
entered into an offer letter with Mr. Stein, which provides for him
to receive $45,000 per month as cash consideration for his service
on the Board, as well as a "per diem".
About Vertex Energy
Vertex Energy is a leading energy transition company specializing
in producing both renewable and conventional fuels. The Company's
innovative solutions are designed to enhance the performance of
customers and partners while prioritizing sustainability, safety,
and operational excellence. Committed to providing superior
products and services, Vertex Energy is dedicated to shaping the
future of the energy industry.
As of June 30, 2024, Vertex Energy had $772.4 million in total
assets, $642.8 million in total liabilities, and $129.5 million in
total stockholders' equity.
* * *
In August 2024, Fitch Ratings downgraded Vertex Energy Inc.'s
(Vertex) and Vertex Refining Alabama LLC's Long-Term Issuer Default
Ratings (IDRs) to 'CC' from 'CCC+'. Fitch has also downgraded the
rating of Vertex Refining Alabama's senior secured term loan to
'CCC-'/'RR3' from 'B-'/'RR3'.
The downgrade reflects Vertex's lack of liquidity buffers to cover
Fitch-estimated negative FCF in the near term, ongoing preparation
of a restructuring support agreement (RSA), and the management's
doubt around Vertex's ability to operate as a going concern
mentioned in its financial statements. Fitch considers a scenario
under which Vertex announces a restructuring transaction that could
be considered a distressed debt exchange (DDE) as probable.
In June 2024, S&P Global Ratings lowered its issuer credit rating
(ICR) on Vertex Energy Inc. to 'CCC' from 'B-' and its issue-level
rating on the company's term loan B (TLB) to 'CCC' from 'B'. At the
same time, S&P Global Ratings removed the ratings from CreditWatch,
where they were placed with negative implications on March 15,
2024. In addition, S&P revised its assessment of the company's
liquidity position to weak from less than adequate. S&P also
revised its recovery rating on the TLB to '3' from '2', indicating
its expectation for meaningful (50%-70%; rounded estimate: 60%)
recovery.
The negative outlook reflects the elevated risk of a default
scenario given the lack of sufficient liquidity sources to fully
repay the TLB or a concrete refinancing plan.
WATER STATION: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: Water Station Management LLC
2732 Grand Ave Ste 122
Everett WA 98201
Business Description: The Debtor owns a water vending
machine business.
Involuntary Chapter
11 Petition Date: August 27, 2024
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 24-33924
Petitioners' Counsel: Ericka F. Johnson, Esq.
Steven D. Adler, Esq.
BAYARD, P.A.
600 North King Street, Suite 400
Wilmington DE 19801
Tel: 302-429-4275
Email: ejohnson@bayardlaw.com
sadler@bayardlaw.com
Alleged creditors who signed the petition:
Petitioner Nature of Claim Claim Amount
5161 LLC Machine value and $6,057,920
23 Watercress arrears
Irvine CA 92603
R4AZ LLC Machine value and $802,500
12071 E. Mercer Lane arrears
Scottsdale AZ 85259
Gray Family Enterprises LLC Arrears on Water $544,250
23233 N. Pima Rd. Ste. 113-367 revenue
Scottsdale AZ 85255
WINDTREE THERAPEUTICS: Registers 10.7MM Shares for Potential Resale
-------------------------------------------------------------------
Windtree Therapeutics, Inc. filed a prospectus on Form S-1 with the
U.S. Securities and Exchange Commission relating to the potential
resale from time to time by Seven Knots, LLC, the Selling
Stockholder, of up to 10,679,758 shares of common stock, par value
$0.001 per share, or common stock. The shares of common stock to
which this prospectus relates consists of shares that have been or
may be issued by Windtree to the Selling Stockholder pursuant to a
Common Stock Purchase Agreement, dated as of June 26, 2024, by and
between Windtree and the Selling Stockholder, or the Purchase
Agreement, establishing an equity line of credit, or the Equity
Financing. Such shares of our common stock include (i) up to
10,574,018 shares of common stock, or the Purchase Shares, that
Windtree may elect, in our sole discretion, to issue and sell to
Seven Knots, from time to time from and after the Commencement Date
(as defined below) under the Purchase Agreement, and subject to
applicable stock exchange rules (assuming the shares to be issued
and sold at a price of $3.31 per share) and (ii) up to 105,740
shares of common stock, or the Note Shares, issuable upon the
conversion of the outstanding unpaid principal balance, together
with all accrued and unpaid interest, if any, of the convertible
promissory note, or the Commitment Note, issued to Seven Knots as
consideration for it entering into the Purchase Agreement.
The actual number of shares of Windtree's common stock issuable
will vary depending on the then-current market price of shares of
its common stock sold to the Selling Stockholder under the Purchase
Agreement, but will not exceed the number set forth in the
preceding sentences unless we file an additional registration
statement under the Securities Act of 1933, as amended, or the
Securities Act, with the Securities Exchange Commission, or the
SEC, and we obtain the approval of the issuance of shares of common
stock by our stockholders in accordance with the applicable stock
exchange rules. Under the applicable rules of The Nasdaq Stock
Market LLC, or Nasdaq, in no event may the Company issue to the
Selling Stockholder shares of its common stock representing more
than 19.99% of the total number of shares of common stock
outstanding as of the date of the Purchase Agreement, unless (i) it
obtains the approval of the issuance of such shares by our
stockholders in accordance with the applicable stock exchange rules
or (ii) sales of common stock are made at an average price equal to
or in excess of the lower of (A) the closing price on the Nasdaq
Capital Market on June 26, 2024 and (B) the average of the closing
prices of the common stock for the five business days immediately
preceding June 26, 2024 (in each case plus an incremental amount to
take into account the Note Shares), such that the sales of such
common stock to the Selling Stockholder would not count toward such
limit because they are "at market" under applicable stock exchange
rules.
The Company is not selling any securities under this prospectus and
will not receive any of the proceeds from the sale of the shares of
our common stock by the Selling Stockholder. Additionally, the
Company will not receive any proceeds from the issuance or sale of
the Note Shares. However, it may receive up to $35.0 million in
aggregate gross proceeds from the sale of the shares of common
stock to the Selling Stockholder under the Purchase Agreement, from
time to time in our discretion after the date the registration
statement that includes this prospectus is declared effective and
after satisfaction of other conditions in the Purchase Agreement.
The actual proceeds from the Selling Stockholder may be less than
this amount depending on the number of shares of its common stock
sold and the price at which the shares of its common stock are
sold.
The Selling Stockholder may offer, sell or distribute all or a
portion of the shares of its common stock acquired under the
Purchase Agreement and hereby registered publicly or through
private transactions at prevailing market prices or at negotiated
prices. The Company will bear all costs, expenses and fees in
connection with the registration of the shares of its common stock,
including with regard to compliance with state securities or "blue
sky" laws. The timing and amount of any sales are within the sole
discretion of the Selling Stockholder . The Selling Stockholder is
an underwriter under the Securities Act with respect to the resale
of shares held by it. Although the Selling Stockholder is obligated
to purchase shares of its common stock under the terms and subject
to the conditions and limitations of the Purchase Agreement to the
extent it choose to sell such shares of its common stock to it
(subject to certain conditions), there can be no assurances that it
will choose to sell any shares of its common stock to the Selling
Stockholder, or that the Selling Stockholder will sell any or all
of the shares of its common stock, if any, purchased under the
Purchase Agreement pursuant to this prospectus. The Selling
Stockholder will bear all commissions and discounts, if any,
attributable to its sale of shares of its common stock.
Windtree's common stock is listed on the Nasdaq Capital Market
under the symbol "WINT." On August 22, 2024, the last reported sale
price of its common stock on the Nasdaq Capital Market was $11.03
per share.
A full-text copy of the prospectus is available at:
https://tinyurl.com/mr2cw546
About Windtree Therapeutics
Headquartered in Warrington, Pennsylvania, Windtree Therapeutics,
Inc. -- https://windtreetx.com/ -- is a biotechnology company
focused on advancing early and late-stage innovative therapies for
critical conditions and diseases. Windtree's portfolio of product
candidates includes istaroxime, a Phase 2 candidate with SERCA2a
activating properties for acute heart failure and associated
cardiogenic shock, preclinical SERCA2a activators for heart
failure, and preclinical precision aPKCi inhibitors that are being
developed for potential in rare and broad oncology applications.
Windtree also has a licensing business model with partnership
out-licenses currently in place.
Philadelphia, Pennsylvania-based EisnerAmper LLP, the Company's
auditor since 2022, issued a "going concern" qualification in its
report dated April 16, 2024, citing that the Company has suffered
recurring losses from operations and expects to incur losses for
the foreseeable future, which raises substantial doubt about its
ability to continue as a going concern.
Windtree Therapeutics' net loss was $20.3 million and $39.2 million
for the years ended December 31, 2023 and 2022, respectively. As of
June 30, 2024, Windtree Therapeutics had $28.71 million in total
assets, $18.26 million in total liabilities, $6.95 million in total
mezzanine equity, and $3.49 million in total stockholders' equity.
WOB HOLDINGS: U.S. Trustee Appoints Creditors' Committee
--------------------------------------------------------
The U.S. Trustee for Region 21 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of WOB
Holdings, LLC and its affiliates.
The committee members are:
1. Houston Beer Ventures, I, LLC
c/o Earl Michaels
13976 Clubhouse Drive
Tampa, FL 33618
2. Edward Don & Company, LLC
c/o John Fahey
9801 Adam Don Parkway
Woodridge, IL 60517
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 WOB Holdings
WOB Holdings, LLC owns and operates craft beer restaurants in
Tampa, Fla.
WOB Holdings filed Chapter 11 petition (Bankr. M.D. Fla. Case No.
24-04538) on August 2, 2024, with $10 million to $50 million in
both assets and liabilities. Paul Avery, president, signed the
petition.
Judge Catherine Peek Mcewen handles the case.
The Debtor is represented by Steven M. Berman, Esq., at Shumaker,
Loop & Kendrick, LLP.
WORKHORSE GROUP: Issues $2.6M Note and Warrant for 2.89M Shares
---------------------------------------------------------------
As previously disclosed, on March 15, 2024, Workhorse Group Inc.
entered into a securities purchase agreement with an institutional
investor under which the Company agreed to issue and sell, in one
or more registered public offerings by the Company directly to the
Investor, (i) senior secured convertible notes for up to an
aggregate principal amount of $139,000,000 that will be convertible
into shares of the Company's common stock, par value of $0.001 per
share and (ii) warrants to purchase shares of Common Stock in
multiple tranches over a period beginning on March 15, 2024.
Pursuant to the Securities Purchase Agreement, on August 23, 2024,
the Company issued and sold to the Investor a (i) Note in the
original principal amount of $2,600,000 (the "Fourth Additional
Note") and (ii) Warrant to purchase up to 2,891,901 shares of
Common Stock (the "Fourth Additional Warrant").
The Fourth Additional Note was issued pursuant to the Company's
Indenture between the Company and U.S. Bank Trust Company, National
Association, as trustee, dated December 27, 2023, and a Sixth
Supplemental Indenture, dated August 23, 2024, entered into between
the Company and the Trustee.
As previously disclosed, the Company has issued and sold to the
Investor (i) Notes in aggregate original principal amount of
$26,285,714 and (ii) Warrants to purchase up to 8,202,975 shares of
Common Stock pursuant to the Securities Purchase Agreement
(following adjustment in connection with the Company's 1-for-20
reverse stock split, which became effective on June 17, 2024). As
of August 22, 2024, $6,850,000 aggregate principal amount remained
outstanding under the Notes, and no shares had been issued pursuant
to the Warrants. Upon our filing of one or more additional
prospectus supplements, and the Company's satisfaction of certain
other conditions, the Securities Purchase Agreement contemplates
additional closings of up to $110,114,286 in aggregate principal
amount of additional Notes and a corresponding Warrant pursuant to
the Securities Purchase Agreement as further described in a Current
Report on Form 8-K filed on March 15, 2024.
No Note may be converted and no Warrant may be exercised to the
extent that such conversion or exercise would cause the then holder
of such Note or Warrant to become the beneficial owner of more than
4.99%, or, at the option of such holder, 9.99% of the Company's
then outstanding Common Stock, after giving effect to such
conversion or exercise.
Notes
Like the Prior Notes, the Fourth Additional Note:
* was issued with original issue discount of 12.5%, resulting
in $2,275,000 of proceeds to the Company before fees and expenses.
The Fourth Additional Note is a senior, secured obligation of the
Company, ranking senior to all other unsecured indebtedness,
subject to certain limitations and is unconditionally guaranteed by
each of the Company's subsidiaries, pursuant to the terms of a
certain security agreement and subsidiary guarantee.
* bears interest at a rate of 9.0% per annum, payable in
arrears on the first trading day of each calendar quarter, at the
Company's option, either in cash or in-kind by compounding and
becoming additional principal. Upon the occurrence and during the
continuance of an event of default, the interest rate will increase
to 18.0% per annum. Unless earlier converted or redeemed, the
Fourth Additional Note will mature on the one-year anniversary of
the date hereof, subject to extension at the option of the holders
in certain circumstances as provided in the Fourth Additional
Note.
Like the Prior Notes, all amounts due under the Fourth Additional
Note are convertible at any time, in whole or in part, and subject
to the Beneficial Ownership Cap, at the option of the holders into
shares of Common Stock at a conversion price equal to the lower of
$0.7193 or (b) the greater of (x) $0.1586 and (y) 87.5% of the
volume weighted average price of the Common Stock during the ten
trading days ending and including the trading day immediately
preceding the delivery or deemed delivery of the applicable
conversion notice, as elected by the converting holder. The
Reference Price and Floor Price are subject to customary
adjustments upon any stock split, stock dividend, stock
combination, recapitalization or similar event. The Reference Price
is also subject to full-ratchet adjustment in connection with a
subsequent offering at a per share price less than the Reference
Price then in effect. Subject to the rules and regulations of
Nasdaq, we have the right, at any time, with the written consent of
the Investor, to lower the reference price to any amount and for
any period of time deemed appropriate by our board of directors.
Upon the satisfaction of certain conditions, we may prepay the
Fourth Additional Note upon 15 business days' written notice by
paying an amount equal to the greater of (i) the face value of the
Fourth Additional Note at premium of 25% (or 75% premium, during
the occurrence and continuance of an event of default, or in the
event certain redemption conditions are not satisfied) and (ii) the
equity value of the shares of Common Stock underlying the Fourth
Additional Note. The equity value of the Common Stock underlying
the Fourth Additional Note is calculated using the two greatest
volume weighted average prices of our Common Stock during the
period immediately preceding the date of such redemption and ending
on the date we make the required payment.
Like the Prior Notes, the Fourth Additional Note:
* contains customary affirmative and negative covenants,
including certain limitations on debt, liens, restricted payments,
asset transfers, changes in the business and transactions with
affiliates. It also requires the Company to maintain minimum
liquidity on the last day of each fiscal quarter in the amount of
either (i) $1,500,000 if the sale leaseback transaction of
Company's manufacturing facility in Union City, Indiana has not
been consummated and (ii) $4,000,000 if the Sale Leaseback has been
consummated, subject to certain conditions. The Fourth Additional
Note also contains customary events of default.
Under certain circumstances, including a change of control, the
holder may cause us to redeem all or a portion of the
then-outstanding amount of principal and interest on the Fourth
Additional Note in cash at the greater of (i) the face value of the
amount of the Fourth Additional Note to be redeemed at a 25%
premium (or at a 75% premium, if certain redemption conditions are
not satisfied or during the occurrence and continuance of an event
of default), (ii) the equity value of our Common Stock underlying
such amount of the Fourth Additional Note to be redeemed and (iii)
the equity value of the change of control consideration payable to
the holder of our Common Stock underlying the Fourth Additional
Note.
In addition, during an event of default, the holder may require us
to redeem in cash all, or any portion, of the Fourth Additional
Note at the greater of (i) the face value of our Common Stock
underlying the Fourth Additional Note at a 75% premium and (ii) the
equity value of our Common Stock underlying the Fourth Additional
Note. In addition, during a bankruptcy event of default, we shall
immediately redeem in cash all amounts due under the Fourth
Additional Note at a 75% premium unless the holder of the Fourth
Additional Note waives such right to receive payment. Further, upon
the sale of certain assets, the holder may cause a redemption at a
premium, including upon consummation of the Sale Leaseback if the
redemption conditions are not satisfied. The Fourth Additional Note
also provides for purchase and participation rights in the event of
a dividend or other purchase right being granted to the holders of
Common Stock.
Warrants
The exercise price per share of Common Stock under the Fourth
Additional Warrant is $1.1101. Like the Prior Warrants, the Fourth
Additional Warrant is immediately exercisable for a period of 10
years following its issuance date.
Like the Prior Warrants, the Investor has a purchase right that
allows the Investor to participate in transactions in which the
Company issues or sells certain securities or other property to
holders of Common Stock, allowing the Investor to acquire, on the
terms and conditions applicable to such purchase rights, the
aggregate purchase rights which the Investor would have been able
to acquire if the Investor held the number of shares of Common
Stock acquirable upon exercise of the Fourth Additional Warrant.
In the event of a Fundamental Transaction that is not a change of
control or corporate event as described in the Fourth Additional
Warrant, the surviving entity would be required to assume the
Company's obligations under the Fourth Additional Warrant. In
addition, if the Company engages in certain transactions that
result in the holders of the Common Stock receiving consideration,
a holder of the Fourth Additional Warrant will have the option to
either (i) exercise the Fourth Additional Warrant prior to the
consummation of such transaction and receive the consideration to
be issued or distributed in connection with such transaction or
(ii) cause the Company to repurchase the Fourth Additional Warrant
for its then Black Scholes Value (as defined in the Fourth
Additional Warrant).
The issuance of the Fourth Additional Note, Fourth Additional
Warrant and the shares of Common Stock issuable upon conversion or
exercise, as the case may, have been registered pursuant to the
Company's effective shelf registration statement on Form S-3 (File
No. 333-273357), and the related base prospectus included in the
Registration Statement, as further supplemented by a prospectus
supplement filed on August 23, 2024.
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.
As of March 31, 2024, Workhorse Group had $113.87 million in total
assets, $46.45 million in total liabilities, and $67.42 million in
total stockholders' equity.
[*] 31st Distressed Investing Conference: Early Bird Discount!
--------------------------------------------------------------
Registration is now open for the 31st Annual Distressed Investing
Conference, presented by Beard Group, Inc. Access Early Bird
discounted pricing through Sept. 16.
This year's event is being sponsored by:
* Kirkland & Ellis, LLP, as conference co-chair;
* Foley & Lardner LLP, as conference co-chair;
* Davis Polk & Wardwell LLP;
* Hilco Global;
* Locke Lord LLP;
* Morrison & Foerster LLP;
* Proskauer Rose LLP;
* Skadden, Arps, Slate, Meagher & Flom LLP;
* Wachtell, Lipton, Rosen & Katz; and
* Weil, Gotshal & Manges LLP
This year's Patron Sponsors:
* C Street Advisory Group
* Katten Muchin Rosenman LLP
* Kobre & Kim
This year's Media Partners:
* BankruptcyData;
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* Dow Jones
* LevFin Insights;
* PacerMonitor; and
* Reorg
This year's Knowledge Partner:
* Creditor Rights Coalition
Once a year, the top industry experts gather together to discuss
the latest topics and trends in the distressed investing industry.
This value-packed event features special presentations from keynote
speakers, live panel discussions with industry experts and
networking with other insolvency professionals.
This in-person conference will be held Wed., Dec. 4, 2024 at The
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Visit https://www.distressedinvestingconference.com for more
information.
For sponsorship opportunities, please contact:
Will Etchison
Conference Producer
Tel: 305-707-7493
E-mail: will@beardgroup.com
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
99 ACQUISITION G NNAGU US 78.5 (2.9) (0.9)
AGENUS INC AGEN US 292.4 (220.8) (170.7)
ALCHEMY INVESTME ALCYU US 124.6 (5.8) (0.7)
ALCHEMY INVESTME ALCY US 124.6 (5.8) (0.7)
ALNYLAM PHARMACE ALNY US 4,009.6 (3.1) 2,117.6
ALPHAVEST ACQUIS ATMVU US 52.2 (0.9) (0.9)
ALTRIA GROUP INC MO US 34,387.0 (2,966.0) (4,242.0)
AMC ENTERTAINMEN AMC US 8,594.7 (1,696.6) (575.7)
AMERICAN AIRLINE AAL US 64,125.0 (4,746.0) (9,815.0)
AMNEAL PHARM INC AMRX US 3,509.9 (4.1) 371.1
ANNOVIS BIO ANVS US 5.0 (1.8) 1.0
APPIAN CORP-A APPN US 554.6 (45.7) 70.3
AQUESTIVE THERAP AQST US 117.6 (35.5) 90.1
AULT DISRUPTIVE ADRT/U U 0.8 (5.3) (2.6)
AUTOZONE INC AZO US 17,108.4 (4,838.2) (1,903.1)
AVEANNA HEALTHCA AVAH US 1,664.5 (119.0) (25.1)
AVIS BUDGET GROU CAR US 33,882.0 (482.0) (406.0)
BATH & BODY WORK BBWI US 4,948.0 (1,718.0) 169.0
BAUSCH HEALTH CO BHC US 26,495.0 (227.0) 842.0
BAUSCH HEALTH CO BHC CN 26,495.0 (227.0) 842.0
BELLRING BRANDS BRBR US 804.1 (243.2) 346.3
BEYOND MEAT INC BYND US 711.2 (590.0) 233.7
BIOCRYST PHARM BCRX US 472.4 (475.6) 258.9
BIOTE CORP-A BTMD US 92.9 (141.7) 15.5
BOEING CO/THE BA US 142,720.0 (17,982.0) 17,809.0
BOMBARDIER INC-A BBD/A CN 12,603.0 (2,144.0) 283.0
BOMBARDIER INC-A BDRAF US 12,603.0 (2,144.0) 283.0
BOMBARDIER INC-B BBD/B CN 12,603.0 (2,144.0) 283.0
BOMBARDIER INC-B BDRBF US 12,603.0 (2,144.0) 283.0
BOOKING HOLDINGS BKNG US 28,541.0 (4,276.0) 3,087.0
BRIDGEBIO PHARMA BBIO US 794.4 (1,082.1) 481.9
BRIDGEMARQ REAL BRE CN 194.8 (54.9) (75.6)
BRIGHTSPHERE INV BSIG US 533.1 (18.8) -
CALUMET INC CLMT US 2,670.9 (320.8) (424.5)
CANTOR PA CEP US 0.0 (0.3) (0.4)
CARDINAL HEALTH CAH US 45,121.0 (3,212.0) (756.0)
CARTESIAN THERAP RNAC US 347.7 (101.5) 98.7
CENTURION ACQUIS ALFUU US 0.5 (0.0) (0.5)
CENTURION ACQUIS ALF US 0.5 (0.0) (0.5)
CHENIERE ENERGY CQP US 17,515.0 (756.0) (658.0)
CHOICE HOTELS CHH US 2,518.9 (146.8) (3.9)
CINEPLEX INC CGX CN 2,247.5 (14.1) (277.7)
CINEPLEX INC CPXGF US 2,247.5 (14.1) (277.7)
CLIPPER REALTY I CLPR US 1,274.6 (4.7) -
COMMSCOPE HOLDIN COMM US 8,821.0 (2,124.5) 93.7
COMMUNITY HEALTH CYH US 14,411.0 (879.0) 1,027.0
COMPOSECURE IN-A CMPO US 213.4 (209.1) 87.5
CONSENSUS CLOUD CCSI US 608.5 (124.4) 3.5
CONTANGO ORE INC CTGO US 66.2 (34.0) (23.7)
COOPER-STANDARD CPS US 1,767.0 (160.9) 218.9
CORE SCIENTIFIC CORZ US 761.5 (1,083.9) 43.0
CPI CARD GROUP I PMTS US 321.4 (44.6) 110.8
CROSSAMERICA PAR CAPL US 1,164.7 (8.2) (39.8)
DELEK LOGISTICS DKL US 1,623.3 (51.3) 26.5
DELL TECHN-C DELL US 82,687.0 (2,797.0) (14,490.0)
DENNY'S CORP DENN US 459.9 (53.2) (60.9)
DIGITALOCEAN HOL DOCN US 1,536.8 (253.8) 323.6
DINE BRANDS GLOB DIN US 1,693.5 (231.7) (74.6)
DOMINO'S PIZZA DPZ US 1,856.0 (3,891.1) 478.3
DOMO INC- CL B DOMO US 197.8 (166.4) (95.8)
DROPBOX INC-A DBX US 2,718.5 (371.3) 47.4
ELUTIA INC ELUT US 41.9 (64.3) (9.5)
EMBECTA CORP EMBC US 1,267.5 (763.7) 410.4
ETSY INC ETSY US 2,448.1 (635.0) 794.5
EXCO RESOURCES EXCE US 1,032.7 (1,026.5) (421.2)
FAIR ISAAC CORP FICO US 1,708.8 (829.3) 293.9
FENNEC PHARMACEU FRX CN 63.2 (1.4) 54.4
FENNEC PHARMACEU FENC US 63.2 (1.4) 54.4
FERRELLGAS PAR-B FGPRB US 1,487.7 (262.7) 148.3
FERRELLGAS-LP FGPR US 1,487.7 (262.7) 148.3
FOGHORN THERAPEU FHTX US 328.6 (14.3) 238.8
GCM GROSVENOR-A GCMG US 543.9 (93.7) 125.0
GOAL ACQUISITION PUCKU US 4.0 (10.4) (12.7)
GOOSEHEAD INSU-A GSHD US 338.2 (19.7) 6.3
GRINDR INC GRND US 435.0 (41.7) 8.1
GUARDANT HEALTH GH US 1,609.3 (1.6) 1,088.4
HAWAIIAN HOLDING HA US 4,242.8 (105.5) 155.0
HERBALIFE LTD HLF US 2,602.2 (1,037.2) 237.6
HILTON WORLDWIDE HLT US 15,737.0 (3,078.0) (1,537.0)
HP INC HPQ US 38,059.0 (1,392.0) (7,728.0)
HUMACYTE INC HUMA US 138.3 (28.3) 78.4
IMMUNITYBIO INC IBRX US 444.3 (697.4) 180.7
INSEEGO CORP INSG US 149.6 (101.8) (146.0)
INSPIRED ENTERTA INSE US 326.6 (77.4) 47.8
INTUITIVE MACHIN LUNR US 140.1 (10.4) (1.9)
IRONWOOD PHARMAC IRWD US 395.6 (321.7) 132.7
JACK IN THE BOX JACK US 2,745.2 (845.8) (249.2)
LAUNCH ONE ACQUI LPAAU US 0.2 (0.0) (0.3)
LESLIE'S INC LESL US 1,105.2 (168.2) 171.1
LIFEMD INC LFMD US 63.8 (2.1) (6.6)
LINDBLAD EXPEDIT LIND US 858.3 (155.5) (99.0)
LOWE'S COS INC LOW US 44,934.0 (13,763.0) 4,091.0
MADISON SQUARE G MSGS US 1,346.3 (266.3) (305.0)
MADISON SQUARE G MSGE US 1,552.7 (23.2) (286.7)
MANNKIND CORP MNKD US 443.8 (225.8) 245.9
MARBLEGATE ACQ-A GATE US 7.0 (15.8) (0.4)
MARBLEGATE ACQUI GATEU US 7.0 (15.8) (0.4)
MARRIOTT INTL-A MAR US 25,740.0 (2,091.0) (4,783.0)
MARTIN MIDSTREAM MMLP US 535.1 (57.9) 26.3
MATCH GROUP INC MTCH US 4,368.9 (130.1) 773.6
MBIA INC MBI US 2,304.0 (1,985.0) -
MCDONALDS CORP MCD US 53,801.0 (4,824.0) 295.0
MCKESSON CORP MCK US 71,670.0 (1,381.0) (4,182.0)
MEDIAALPHA INC-A MAX US 198.2 (78.0) 11.5
METTLER-TOLEDO MTD US 3,249.2 (152.8) (102.9)
MSCI INC MSCI US 5,456.8 (734.5) (61.4)
NATHANS FAMOUS NATH US 58.5 (25.5) 30.8
NEW ENG RLTY-LP NEN US 383.7 (67.0) -
NOVAGOLD RES NG CN 121.6 (27.5) 110.1
NOVAGOLD RES NG US 121.6 (27.5) 110.1
NOVAVAX INC NVAX US 1,818.6 (431.7) 45.6
NUTANIX INC - A NTNX US 2,143.9 (728.1) 237.0
O'REILLY AUTOMOT ORLY US 14,393.2 (1,583.4) (2,443.7)
OMEROS CORP OMER US 356.3 (124.6) 143.5
OTIS WORLDWI OTIS US 9,858.0 (4,882.0) (1,657.0)
OUTLOOK THERAPEU OTLK US 47.1 (83.7) 3.1
PAPA JOHN'S INTL PZZA US 838.4 (445.2) (49.5)
PELOTON INTERA-A PTON US 2,185.2 (519.1) 580.8
PHATHOM PHARMACE PHAT US 319.4 (233.8) 257.8
PHILIP MORRIS IN PM US 65,782.0 (7,942.0) (1,388.0)
PITNEY BOWES INC PBI US 4,078.4 (427.9) (72.4)
PLANET FITNESS-A PLNT US 2,974.0 (319.8) 221.7
PRIORITY TECHNOL PRTHU US 1,673.4 (64.6) 23.6
PRIORITY TECHNOL PRTH US 1,673.4 (64.6) 23.6
PROS HOLDINGS IN PRO US 384.9 (83.0) 36.2
PTC THERAPEUTICS PTCT US 1,916.4 (963.7) 748.1
RAPID7 INC RPD US 1,526.6 (52.9) 95.8
RE/MAX HOLDINGS RMAX US 571.4 (69.2) 45.1
REDFIN CORP RDFN US 1,181.5 (12.8) 171.0
REVANCE THERAPEU RVNC US 494.8 (129.7) 256.5
RH RH US 4,186.5 (289.9) 179.5
RIGEL PHARMACEUT RIGL US 128.4 (29.9) 36.1
RINGCENTRAL IN-A RNG US 1,831.8 (328.8) 66.5
RMG ACQUISITION RMGUF US 7.0 (11.0) (7.5)
RMG ACQUISITION RMGCF US 7.0 (11.0) (7.5)
RUBRIK INC-A RBRK US 1,166.4 (514.6) 114.9
SABRE CORP SABR US 4,666.4 (1,476.9) 80.5
SBA COMM CORP SBAC US 9,786.2 (5,275.9) (1,999.6)
SCOTTS MIRACLE SMG US 3,489.3 (146.2) 684.0
SEAGATE TECHNOLO STX US 7,739.0 (1,491.0) 233.0
SEMTECH CORP SMTC US 1,368.0 (141.4) 317.1
SHOULDERUP TEC-A SUAC US 21.7 (1.0) (4.2)
SHOULDERUP TECHN SUACU US 21.7 (1.0) (4.2)
SIM ACQUISITI-A SIMA US 0.2 (0.0) -
SIM ACQUISITION SIMAU US 0.2 (0.0) -
SIRIUS XM HOLDIN SIRI US 11,185.0 (2,113.0) (1,458.0)
SIX FLAGS ENTERT FUN US 2,347.8 (682.1) (268.5)
SLEEP NUMBER COR SNBR US 883.6 (447.0) (723.2)
SPECTRAL CAPITAL FCCN US 0.1 (0.3) (0.3)
SPIRIT AEROSYS-A SPR US 6,858.6 (1,513.5) 870.9
SQUARESPACE IN-A SQSP US 1,000.9 (242.9) (140.4)
STARBUCKS CORP SBUX US 30,111.8 (7,937.4) (841.6)
STARDUST POWER I SDST US 1.9 (22.3) (11.4)
SYMBOTIC INC SYM US 1,558.4 379.3 323.2
TORRID HOLDINGS CURV US 479.7 (198.6) (40.0)
TOWNSQUARE MED-A TSQ US 579.6 (64.1) 26.4
TPI COMPOSITES I TPIC US 715.4 (274.3) 0.7
TRANSDIGM GROUP TDG US 21,828.0 (2,510.0) 5,210.0
TRAVEL + LEISURE TNL US 6,693.0 (884.0) 675.0
TRINSEO PLC TSE US 2,847.8 (413.8) 431.8
TRISALUS LIFE SC TLSI US 32.4 (24.1) 15.9
TRIUMPH GROUP TGI US 1,492.8 (119.6) 446.6
TUCOWS INC-A TC CN 758.2 (33.1) (15.2)
TUCOWS INC-A TCX US 758.2 (33.1) (15.2)
UNISYS CORP UIS US 1,867.8 (160.6) 315.7
UNITED PARKS & R PRKS US 2,756.9 (364.9) (92.7)
UNITI GROUP INC UNIT US 5,119.2 (2,492.4) -
VECTOR GROUP LTD VGR US 1,094.0 (713.3) 401.4
VERISIGN INC VRSN US 1,505.1 (1,816.4) (430.1)
VERITONE INC VERI US 321.8 (5.7) (39.7)
WAYFAIR INC- A W US 3,436.0 (2,760.0) (385.0)
WINGSTOP INC WING US 451.8 (437.5) 78.3
WINMARK CORP WINA US 44.7 (42.2) 21.5
WORKIVA INC WK US 1,242.7 (77.7) 426.2
WPF HOLDINGS INC WPFH US 0.0 (0.3) (0.3)
WYNN RESORTS LTD WYNN US 13,289.8 (902.0) 771.5
XPONENTIAL FIT-A XPOF US 475.2 (100.8) (6.1)
YELLOW CORP YELLQ US 2,147.6 (447.8) (1,098.0)
YUM! BRANDS INC YUM US 6,395.0 (7,630.0) 499.0
*********
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
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Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
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liabilities delivered to nation's bankruptcy courts. The list
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then-ending.
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*********
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Troubled Company Reporter is a daily newsletter co-published
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Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
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*** End of Transmission ***