/raid1/www/Hosts/bankrupt/TCR_Public/240913.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, September 13, 2024, Vol. 28, No. 256
Headlines
17701-05 VENTURA: Case Summary & Seven Unsecured Creditors
22ND CENTURY: SEG Opportunity Fund Discloses 3.7% Stake
2U INC: To Be Delisted From Nasdaq Effective Sept. 16
ACROSS INC: Unsecureds to Get Share of Income for 3 Years
AGEAGLE AERIAL: Alpha Capital Invests $500K in Preferred Shares
AGEAGLE AERIAL: Offers Up To $12 Million in Units
ALLIANT HOLDINGS: Moody's Rates Extended Secured Loans 'B2'
ALLIANT HOLDINGS: S&P Rates New $1BB Senior Secured Notes 'B'
ALTICE USA: Clarkston Capital, 5 Others Hold 2.18% Equity Stake
AMBRI INC: Seeks to Extend Plan Exclusivity to March 3, 2025
AMERICANAS SA: Sicupira Steps Down from Board After Restructuring
AMTECH SYSTEMS: Wax Asset Management Holds 11.3% Equity Stake
AQUABOUNTY TECHNOLOGIES: Sells Rollo Bay Farm to Raise Cash
ARTIFICIAL INTELLIGENCE: Announces Strong Fiscal Q3 Start
ASURION LLC: Moody's Rates New $1.25MM First Lien Term Loan 'Ba3'
ATARA BIOTHERAPEUTICS: Adiumentum Capital Reports 19.98% Stake
ATARA BIOTHERAPEUTICS: Appoints Gregory Ciongoli as Director
AULT ALLIANCE: Changes Name to Hyperscale Data
AVIS BUDGET: Moody's Rates New Senior Unsecured Notes 'B1'
BEASLEY BROADCAST: Launches Exchange Offer for Senior Secured Notes
BETTER CHOICE: To Acquire SRx Health for Approximately $125 Million
BIOLASE INC: Faces Stock Delisting From Nasdaq
BIOSIG TECHNOLOGIES: Lowers Net Loss to $3.9MM in Fiscal Q2
BIOXCEL THERAPEUTICS: Proposes Protocol for TRANQUILITY Trial
BITECH TECHNOLOGIES: Raises Going Concern Doubt
BOXLIGHT CORP: Posts $1.5 Million Net Loss in Fiscal Q2
BURGERFI INTERNATIONAL: Case Summary & 30 Top Unsecured Creditors
BURLINGTON COAT: Moody's Ups CFR to Ba1 & Alters Outlook to Stable
CATHETER PRECISION: Reports Net Loss of $4.2MM in Fiscal Q2
CEA INDUSTRIES: Recurring Losses Raise Going Concern Doubt
CHICKEN SOUP: To Be Delisted From Nasdaq Effective Sept. 16
CLEAN ENERGY: Has Deal to Sell $92K Convertible Note to Coventry
COINBASE GLOBAL: Must Defend Investors' Suit Over SEC, Bankr. Risks
CRYPTO CO: Borrows $120,000 Via Promissory Note With AJB Capital
CRYPTO CO: CEO Ronald Levy Holds 27.14% Equity Stake as of Sept. 5
CRYPTO CO: Hikes Authorized Common Shares to 19 Billion
CYANOTECH CORP: Michael Davis Holds 22.8% Stake as of Sept. 4
DELTA APPAREL: Court Delays $38.7M Bankruptcy Sale of Salt Life
DIOCESE OF ROCKVILLE: Says Interstate Holding Up Abuse Settlement
DODGE CONSTRUCTION: Fails to Reach Debt Deal With Lenders
E&J PROPERTIES: Starts Subchapter V Bankruptcy Proceeding
E.L. 27 REALTY: Voluntary Chapter 11 Case Summary
EASTSIDE DISTILLING: Falls Short of Nasdaq Minimum Bid Price Rule
EASTSIDE DISTILLING: To Merge With Beeline for FinTech Expansion
EBIX INC: Plan Exclusivity Period Extended to Oct. 15
ECP OWNER 1: Seeks to Extend Plan Exclusivity to Oct. 26
EIGER BIOPHARMACEUTICALS: Gets Court Okay for Chapter 11 Exit
EKSO BIONICS: Completes Public Offering of 6MM Units, Raises $5.1MM
ELECTROCORE INC: All Four Proposals Approved at Annual Meeting
ELECTROCORE INC: CFO Brian Posner to Retire, Replacement Named
ENVERIC BIOSCIENCES: Registers Up to 4.9MM Common Shares for Resale
EQUIPMENTSHARE.COM INC: Moody's Rates New $500MM Secured Notes 'B3'
FATINA CUISINE: Updates Unsecured Claims Pay Details
FAYESON INC: Seeks Permission to Use Cash Collateral
FIVEMILETOWN HOLDINGS: Files for Chapter 11 Bankruptcy
FR-AM TWO: Updates Unsecureds & Lender Secured Claims Details
GREENIDGE GENERATION: Provides Bitcoin Production Update
HAMMER FIBER: Secures $791,546 Loan From Board Member
IBF RETAIL: Seeks to Extend Plan Exclusivity to Nov. 26
IGLESIA DE DIOS: Unsecureds to be Paid in Full in Sale Plan
INNOVATE CORP: Regains Compliance With NYSE Minimum Price Rule
INTEGRATED VENTURES: Acquires 51% of Healthy Lifestyle for $350,000
JOHNSON ENTERPRISES: Has Deal on Cash Collateral Access
KOSMOS ENERGY: Moody's Rates New $500MM Sr. Unsecured Notes 'B3'
LAZYDAYS HOLDINGS: Faces Going Concern Doubt Amid Covenant Woes
LEARFIELD COMMUNICATIONS: S&P Affirms 'B-' ICR, Outlook Stable
LEXARIA BIOSCIENCE: Appoints Richard Christopher as CEO
LEXARIA BIOSCIENCE: CEO R. Christopher Holds 200,000 Stock Options
LL FLOORING: Keeps 219 Stores Open After Finding Last Minute Buyer
LOOPSTER'S TOWING: Amends NG Secured Claim Pay Details
LUMEN TECHNOLOGIES: Launches Exchange Offers for Unsecured Notes
MAWSON INFRASTRUCTURE: Extends Jewel Acquisition Lease Until 2027
MAWSON INFRASTRUCTURE: Signs Marketing Deal With Outside The Box
MEDI-WHEELS: Unsecureds Will Get 77% of Claims over 36 Months
MINIM INC: Obtains Extension on Nasdaq Delisting TRO Until Sept. 30
MP PPH: Updates Unsecureds & Several Secured Claims Pay
NOVALENT LTD: Kicks Off Chapter 11 Bankruptcy Process
NUZEE INC: Issues $750,000 Notes to Two Non-US Investors
NUZEE INC: Issues Final Tranche of $550,000 Note to Non-US Investor
ODYSSEY MARINE: Extends $14MM Note Maturity to December 6
ONDAS HOLDINGS: Unit Secures $1.5M Loan Deal With Charles & Potomac
P&L DEVELOPMENT: S&P Affirms 'CCC' ICR, Outlook Developing
PALATIN TECHNOLOGIES: Schedules Annual Meeting for Dec. 12
PAN AM INVESTMENTS: Voluntary Chapter 11 Case Summary
PARKERVISION INC: Case vs. Qualcomm Sent Back to Florida for Trial
PASKEY INC: Gets Interim OK for Continued Cash Access
PASKEY INC: U.S. Trustee Unable to Appoint Committee
PEACHSTATE PEDALING: Amends Plan to Include White Road Claim Pay
PG&E CORP: Moody's Rates New $1BB Subordinated Notes 'Ba3'
PHINIA INC: Moody's Affirms Ba1 CFR & Rates New Unsecured Notes Ba2
PINEAPPLE ENERGY: Names Andrew Childs as Chief Financial Officer
POWER REIT: Fails to Meet NYSE American Listing Standards
PRECIPIO INC: OKs One-Time Stock Option Repricing to $6.56
PRECISELY SOFTWARE: Moody's Affirms 'B3' CFR, Outlook Stable
PRESPERSE CORP: Case Summary & List of Firms
PRESTO AUTOMATION: To Be Delisted From Nasdaq Effective Sept. 16
PROVIDENT FUNDING: Moody's Alters Outlook on 'B2' CFR to Positive
PUERTO RICO: Court Extends PREPA's Bankruptcy Litigation Stay
PURDUE PHARMA: Court Extends Sackler Deal Talks
RADYO PANOU: Hits Chapter 11 Bankruptcy Protection
RAYONIER ADVANCED: Elects Eric Bowen to the Board of Directors
RED LOBSTER: Gets Clearance for Chapter 11 Bankruptcy Exit
REKOR SYSTEMS: CEO Outlines Strategic Vision in Shareholder Letter
RFC HOMES: Seeks Access to Cash Collateral
ROCKY MOUNTAIN: Registers 1.25MM Shares for Possible Resale
ROYAL JET: Unsecured Creditors Will Get 8.96% Dividend in Plan
RYAN LLC: Moody's Lowers CFR to 'B3' & Alters Outlook to Stable
SCIENTIFIC INDUSTRIES: Losses Raise Going Concern Doubt
SERVICE LOGIC: Moody's Rates New Secured First Lien Term Loan 'B2'
SOUTH FIELD: S&P Rates Senior Secured Term Loans B and C 'BB-'
SUPREME ELECTRICAL: Case Summary & 20 Largest Unsecured Creditors
TAILWIND SMITH: S&P Withdraws 'B-' ICR on Debt Repayment
TONIX PHARMACEUTICALS: Net Loss Widened to $78.8MM in Fiscal Q2
TWILLEY AND SON: Seeks Authority to Use Cash Collateral
USIC HOLDINGS: S&P Withdraws 'B-' Issuer Credit Rating
VBI VACCINES: To Be Delisted From Nasdaq Effective Sept. 16
VUZIX CORP: Quanta Computer Commits $20MM in Strategic Partnership
WESCO AIRCRAFT: Judge to Toss Incora Plan Absent Changes
WHITTAKER CLARK: Reaches $535M Deal With Berkshire, Brenntag
WILLAMETTE VALLEY: Unsecureds Owed $10K+ to Get 11% in Plan
WIN-SC LLC: Files for Chapter 11 Bankruptcy Protection
WISA TECHNOLOGIES: Net Loss Widened to $42.7MM in Fiscal Q2
WYNN RESORTS: Settles DOJ Investigation With $130-Mil. Forfeiture
YIELD10 BIOSCIENCE: Issues $3 Million Promissory Note to Nuseed
ZIGI USA: Seeks to Extend Plan Exclusivity to Sept. 26
[] Pashman Stein Touts Expansion of Bankruptcy Practice
[^] BOOK REVIEW: The Sorcerer's Apprentice - Medical Miracles
*********
17701-05 VENTURA: Case Summary & Seven Unsecured Creditors
----------------------------------------------------------
Debtor: 17701-05 Ventura Boulevard LLC
17701-05 Ventura Blvd.
Encino, CA 91316
Chapter 11 Petition Date: September 11, 2024
Court: United States Bankruptcy Court
Central District of California
Case No.: 24-11500
Judge: Hon. Martin R Barash
Debtor's Counsel: Matthew D. Resnik, Esq.
RHM LAW LLP
17609 Ventura Blvd.
Ste 314
Encino, CA 91316
Tel: (818) 285-0100
Fax: (818) 855-7013
E-mail: matt@rhmfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Joseph Geoula as managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's seven unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/APXIPCI/17701-05_Ventura_Boulevard_LLC__cacbke-24-11500__0001.0.pdf?mcid=tGE4TAMA
22ND CENTURY: SEG Opportunity Fund Discloses 3.7% Stake
-------------------------------------------------------
SEG Opportunity Fund, LLC and its manager, Joseph Reda, filed a
Schedule 13G/A Report with the U.S. Securities and Exchange
Commission disclosing that as of August 27, 2024, they beneficially
owned shares of 22nd Century Group, Inc.'s common stock.
Mr. Reda beneficially owned 1,100,000 shares of common stock,
representing 8.3% of the shares outstanding based on 13,332,518
shares of Common Stock of the Company outstanding after the closing
of the Regulation A Offering of shares of Common Stock of the
Company, as verified with the Company on September 3, 2024.
Meanwhile, SEG Opportunity Fund beneficially owned 500,000 shares,
representing 3.7% of the shares outstanding.
A full-text copy of the SEC Report is available at:
https://tinyurl.com/2uhtj9fk
About 22nd Century Group
Mocksville, N.C.-based 22nd Century Group, Inc. is a tobacco
products company with sales and distribution of its own proprietary
new reduced nicotine tobacco products authorized as Modified Risk
Tobacco Products by the FDA. Additionally, it provides contract
manufacturing services for conventional combustible tobacco
products for third-party brands.
Buffalo, N.Y.-based Freed Maxick, CPAs, PC, the Company's auditor
since 2011, issued a "going concern" qualification in its report
dated March 28, 2024, citing that the Company has incurred
significant losses and negative cash flows from operations since
inception and expects to incur additional losses until such time
that it can generate significant revenue and profit in its tobacco
business. Further, the Company has negative working capital and a
shareholders' deficit as of December 31, 2023. This raises
substantial doubt about the Company's ability to continue as a
going concern.
For the year ended December 31, 2023, the Company reported a net
loss of $140.8 million compared to a net loss of $59.8 million in
2022. As of June 30, 2024, 22nd Century Group had $24.1 million in
total assets, $25 million in total liabilities, and $955,000 in
total stockholders' deficit.
2U INC: To Be Delisted From Nasdaq Effective Sept. 16
-----------------------------------------------------
The Nasdaq Stock Market LLC (the Exchange) disclosed in a 25-NSE
Report that it has determined to remove from listing the securities
of 2U, Inc., effective at the opening of the trading session on
September 16, 2024.
Based on a review of information provided by the Company, Nasdaq
Staff determined that the Company no longer qualified for listing
on the Exchange pursuant to Listing Rules 5101, 5110(b), and
IM-5101-1. The Company was notified of the Staff determination on
July 29, 2024. The Company did not appeal the Staff determination
to the Hearings Panel. The Company securities were suspended on
August 7, 2024. The Staff determination to delist the Company
securities became final on August 7, 2024.
About 2U, Inc.
Headquartered in Lanham, Maryland, 2U is an online education
platform company. The Company's mission is to expand access to
high-quality education and unlock human potential. As a trusted
partner to top-ranked nonprofit universities and other leading
organizations, the Company delivers technology and services that
enable its clients to bring their educational offerings online at
scale.
2U Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 24-11279) on July 25, 2024. In its
petition, the Debtor reports estimated assets and liabilities
between $1 billion and $10 billion each.
The Debtor is represented by George A. Davis, Esq. at Latham &
Watkins LLP.
ACROSS INC: Unsecureds to Get Share of Income for 3 Years
---------------------------------------------------------
Across, Inc., filed with the U.S. Bankruptcy Court for the Northern
District of Georgia a Plan of Reorganization under Subchapter V
dated August 12, 2024.
The Debtor is a Georgia corporation based out of Carrolton,
Georgia. Debtor provide software engineers to builds out software
owned and used by its client.
Across Inc. also owns non-Debtor entities Across Healthcare, LLC
and Across Matrix, Inc. The Debtor, Healthcare and Matrix have
historically filed consolidated tax returns with Debtor listed as
the parent and maintain consolidated financials in accordance with
the same.
Laura Colquitt owns 51% and Jason Colquitt owns 49% of the shares
in Debtor. While Laura Colquitt and Jason Colquitt serve as
officers of Debtor and provide services to Debtor, they do not
currently receive a salary from Debtor. Their salary is paid by
Healthcare. Laura Colquitt is budgeted to received salary of
$154,000.00 during the term of the Plan. Jason Colquitt is not
budgeted to receive compensation during the term of the Plan.
This Plan deals with all property of Debtor and provides for
treatment of all Claims against Debtor and its property.
Class 4 consists of general unsecured claims. The Debtor discloses
that its estimated claim if no claim objection filed (not an
admission or waiver) total $1,104,372.84.
Class 5 consists of the Interest Claims (i.e. the claim of Debtor's
shareholders based upon ownership of Debtor). Laura Colquitt will
retain her 51% interest in the Debtor. Jason Colquitt will retain
his 49% interest in the Debtor. Nothing herein shall constitute an
admission as to the nature, validity, or amount of such claim.
Debtor reserves the right to object to any and all claims.
"Administrative and General Unsecured Creditors Payment" means the
projected disposable income of the Debtor to be received in the
three-year period beginning on the date that the first payment is
due to the General Unsecured Creditors under this Plan, which will
be applied to make payments under the Plan. The Administrative and
General Unsecured Creditors Payment shall be fixed based upon the
amount set forth to this Plan as attached hereto which shall be 35
payments of $1,000.00 total each followed by a 36th payment of
$20,000.00 total distributed as follows.
"L.A. Perkins Recovery" means any recovery from L.A. Perkins
Parties regarding the Retained Action against the L.A. Perkins
Parties set forth in Section 7.3 of the Plan after payment of costs
and fees, including attorney fees and costs, incurred in obtaining
such recovery.
The source of funds for the payments pursuant to the Plan is
Debtor's continued operations, the continued operations of
Healthcare and any potential recovery from the L.A. Perkins Parties
regarding the Retained Action. Debtor will endeavor to find a
lawyer who will take on said Retained Actions against L.A. Perkins
prior to the Confirmation Date and has commenced seeking such
counsel.
A full-text copy of the Plan of Reorganization dated August 12,
2024 is available at https://urlcurt.com/u?l=MARCvW from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Leslie M. Pineyro, Esq.
Jones & Walden LLC
699 Piedmont Avenue, NE
Atlanta, GA 30308
Telephone: (404) 564-9300
Email: lpineyro@joneswalden.com
mgensburg@joneswalden.com
About Across Inc.
Across, Inc., provides software engineers to build out software
owned and used by its client.
The Debtor filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. D.N.J. Case No. 24-10639) on May 13,
2024, listing up to $50,000 in assets and $100,001 to $500,000 in
liabilities.
Judge Paul Baisier oversees the case.
The Debtor tapped Leslie M. Pineyro, Esq., at Jones And Walden, LLC
as counsel and Britt Madden, Jr., at Madden Consulting and
Valuation as bookkeeper and professional for accounting and tax
preparation.
AGEAGLE AERIAL: Alpha Capital Invests $500K in Preferred Shares
---------------------------------------------------------------
As previously reported on a Current Report on Form 8-K filed on
June 30, 2022, the Company entered into a Securities Purchase
Agreement, dated June 26, 2022, as subsequently amended by the
Series F SPA Amendment Agreement dated February 8, 2024 and the
Series F SPA Amendment Agreement dated July 25, 2024, with Alpha
Capital Anstalt, pursuant to which Alpha purchased 10,000 shares of
the Company's Series F 5% Convertible Preferred Stock and a warrant
to purchase 5,212,510 shares of the Company's Common Stock.
Pursuant to the terms of the SPA, Alpha had the right to purchase
up to an aggregate of $25,000,000 stated value of the Series F
Convertible Preferred and accompanying warrants, at a purchase
price equal to the volume-weighted average prices of the Company's
common stock for three trading days prior to the date Alpha gives
notice to the Company that it will exercise its Additional
Investment Right.
On August 27, 2024, Alpha exercised its Additional Investment Right
for the aggregate purchase of 500 shares of Series F Convertible
Preferred convertible into 1,238,237 shares of Common Stock, in the
aggregate, at a conversion price of $0.4038 and warrants to
purchase up to 1,238,237 shares of Common Stock at an exercise
price of $0.4038 per share for an aggregate purchase price of
$500,000. The Warrants will be immediately exercisable upon
issuance and have a three-year term.
The Series F Convertible Preferred and Warrants are being issued
and sold in reliance upon the exemption from registration provided
by Section 4(a)(2) of the Securities Act of 1933, as amended, and
Rule 506 promulgated thereunder.
About AgEagle
AgEagle Aerial Systems Inc. is headquartered in Wichita, Kansas,
and operates through its wholly-owned subsidiaries, focusing on
designing and delivering top-tier drones, sensors, and software to
address critical customer needs. Founded in 2010, AgEagle initially
pioneered proprietary, professional-grade, fixed-wing drones and
aerial imagery-based data collection and analytics solutions for
the agriculture sector. Today, the company is recognized as a
globally respected market leader, offering customer-centric,
advanced, autonomous unmanned aerial systems (UAS) that generate
revenue at the intersection of flight hardware, sensors, and
software across industries, including agriculture,
military/defense, public safety, surveying/mapping, and
utilities/engineering. AgEagle has achieved numerous regulatory
milestones, including government approvals for its commercial and
tactical drones to fly Beyond Visual Line of Sight (BVLOS) and/or
Operations Over People (OOP) in the United States, Canada, Brazil,
and the European Union. It has also received Blue UAS certification
from the Defense Innovation Unit of the U.S. Department of Defense.
More information can be found at www.ageagle.com.
Orlando, Florida-based WithumSmith+Brown, PC, the company's auditor
since 2020, issued a "going concern" qualification in its report
dated April 1, 2024, citing recurring losses from operations, cash
usage exceeding its current cash position, and an accumulated
deficit as factors raising substantial doubt about the company's
ability to continue as a going concern.
During the year ended December 31, 2023, the company incurred a net
loss of approximately $42.4 million. As of June 30, 2024, AgEagle
had $22,830,836 in total assets, $14,756,362 in total liabilities,
and $8,074,474 in total stockholders' equity.
AGEAGLE AERIAL: Offers Up To $12 Million in Units
-------------------------------------------------
AgEagle Aerial Systems Inc. filed a Preliminary Prospectus on Form
S-1 with the U.S. Securities and Exchange Commission relating to
its offering, on a best-efforts basis, of up to 32,432,432 units,
based on an assumed public offering price of $0.37 per Unit, which
was the reported closing price of its common stock on The NYSE
American on August 28, 2024, for gross proceeds of up to
approximately $12 million before deduction of placement agent
commissions and offering expenses, each Unit consisting of one
share of its common stock, $0.001 par value per share, one Series A
warrant to purchase one share of common stock and one Series B
warrant to purchase one share of common stock. There is no minimum
amount of proceeds that is a condition to closing of this offering.
The actual amount of gross proceeds, if any, in this offering could
vary substantially from the gross proceeds from the sale of the
maximum amount of securities being offered in this prospectus.
AgEagle Aerial is also offering to each purchaser of Units that
would otherwise result in the purchaser's beneficial ownership
exceeding 4.99% of our outstanding common stock immediately
following the consummation of this offering the opportunity to
purchase Units consisting of one pre-funded warrant (in lieu of one
share of common stock, each a "Pre-Funded Warrant"), one Series A
Warrant and one Series B Warrant. Subject to limited exceptions, a
holder of Pre-Funded Warrants will not have the right to exercise
any portion of its Pre-Funded Warrants if the holder, together with
its affiliates, would beneficially own in excess of 4.99% (or, at
the election of the holder, such limit may be increased to up to
9.99%) of the number of shares of common stock outstanding
immediately after giving effect to such exercise. Each Pre-Funded
Warrant will be exercisable for one share of common stock. The
purchase price of each Unit including a Pre-Funded Warrant will be
equal to the price per Unit including one share of common stock,
minus $0.001, and the remaining exercise price of each Pre-Funded
Warrant will equal $0.001 per share. The Pre-Funded Warrants will
be immediately exercisable (subject to the beneficial ownership
cap) and may be exercised at any time until all of the Pre-Funded
Warrants are exercised in full. For each Unit including a
Pre-Funded Warrant we sell (without regard to any limitation on
exercise set forth therein), the number of Units including a share
of common stock we are offering will be decreased on a one-for-one
basis.
The Units have no stand-alone rights and will not be certificated
or issued as stand-alone securities. Each Series A Warrant offered
hereby is immediately exercisable on the date of issuance at an
exercise price of the public offering price of the Units, or
pursuant to an alternate cashless exercise option, and will expire
five years from the closing date of this offering. Each Series B
Warrant offered hereby is immediately exercisable on the date of
issuance at an exercise price the public offering price of the
Units, and will expire five years from the closing date of this
offering.
Under the alternate cashless exercise option of the Series A
Warrants, the holder of the Series A Warrant, has the right to
receive an aggregate number of shares equal to the product of (x)
the aggregate number of shares of common stock that would be
issuable upon a cash exercise of the Series A Warrant and (y) 2.0.
In addition, the Series A Warrants and Series B Warrants will
contain a reset of the exercise price to a price equal to the
lesser of (i) the then exercise price and (ii) the lowest volume
weighted average price for the five trading days immediately
preceding and immediately following the date we effect a reverse
stock split in the future with a proportionate adjustment to the
number of shares underlying the Series A Warrants and Series B
Warrants. Finally, with certain exceptions, the Series B Warrants
will provide for an adjustment to the exercise price and number of
shares underlying the Series B Warrants upon our issuance of our
common stock or common stock equivalents at a price per share that
is less than the exercise price of the Series B Warrant.
Each Pre-Funded Warrant will be exercisable for one share of common
stock. Subject to limited exceptions, a holder of Pre-Funded
Warrants will not have the right to exercise any portion of its
Pre-Funded Warrants if the holder, together with its affiliates,
would beneficially own in excess of 4.99% (or, at the election of
the holder, such limit may be increased to up to 9.99%) of the
number of shares of common stock outstanding immediately after
giving effect to such exercise. The purchase price of each
Pre-Funded Unit is equal to the price per Common Unit minus $0.001,
and the remaining exercise price of each Pre-Funded Warrant will
equal $0.001 per share. The Pre-Funded Warrants will be immediately
exercisable (subject to the beneficial ownership cap) and may be
exercised at any time until all of the Pre-Funded Warrants are
exercised in full.
This prospectus also includes 64,864,864 shares of common stock
issuable upon exercise of the Series A Warrants and the Series B
Warrants.
The common stock and Pre-Funded Warrants can each be purchased in
this offering only with the accompanying Series A Warrants and
Series B Warrants that are part of a Unit, but the components of
the Units will be immediately separable and will be issued
separately in this offering.
AgEagle Aerial's common stock is listed on The NYSE American under
the symbol "UAVS." The closing price of our common stock on The
NYSE American on August 28, 2024 was $0.37 per share. There is no
established public trading market for the Series A Warrants, Series
B Warrants, or the Pre-Funded Warrants, and we do not intend to
list the Series A Warrants, Series B Warrants, or the Pre-Funded
Warrants on any national securities exchange or trading system.
Without an active trading market, the liquidity of the Series A
Warrants, Series B Warrants, and the Pre-Funded Warrants will be
limited.
A full-text copy of the Preliminary Prospectus is available at:
https://tinyurl.com/bdd77e2s
About AgEagle
AgEagle Aerial Systems Inc. is headquartered in Wichita, Kansas,
and operates through its wholly-owned subsidiaries, focusing on
designing and delivering top-tier drones, sensors, and software to
address critical customer needs. Founded in 2010, AgEagle initially
pioneered proprietary, professional-grade, fixed-wing drones and
aerial imagery-based data collection and analytics solutions for
the agriculture sector. Today, the company is recognized as a
globally respected market leader, offering customer-centric,
advanced, autonomous unmanned aerial systems (UAS) that generate
revenue at the intersection of flight hardware, sensors, and
software across industries, including agriculture,
military/defense, public safety, surveying/mapping, and
utilities/engineering. AgEagle has achieved numerous regulatory
milestones, including government approvals for its commercial and
tactical drones to fly Beyond Visual Line of Sight (BVLOS) and/or
Operations Over People (OOP) in the United States, Canada, Brazil,
and the European Union. It has also received Blue UAS certification
from the Defense Innovation Unit of the U.S. Department of Defense.
More information can be found at www.ageagle.com.
Orlando, Florida-based WithumSmith+Brown, PC, the company's auditor
since 2020, issued a "going concern" qualification in its report
dated April 1, 2024, citing recurring losses from operations, cash
usage exceeding its current cash position, and an accumulated
deficit as factors raising substantial doubt about the company's
ability to continue as a going concern.
During the year ended December 31, 2023, the company incurred a net
loss of approximately $42.4 million. As of June 30, 2024, AgEagle
had $22,830,836 in total assets, $14,756,362 in total liabilities,
and $8,074,474 in total stockholders' equity.
ALLIANT HOLDINGS: Moody's Rates Extended Secured Loans 'B2'
-----------------------------------------------------------
Moody's Ratings has affirmed the B2 senior secured credit facility
ratings and senior secured note ratings and the Caa2 senior
unsecured note ratings of Alliant Holdings Intermediate, LLC
(Alliant) following the company's announcement of plans to increase
its borrowings. Moody's also assigned B2 ratings to Alliant's
increased and extended senior secured term loan and revolving
credit facility. Alliant plans to use $3 billion of proceeds from
the increased term loan and other new secured and unsecured debt,
plus up to $1.6 billion of proceeds from new preferred equity, to
fund the redemption of certain shareholdings, pay related fees and
expenses, and for general corporate purposes. The rating outlook
for Alliant is stable.
At the same time, Moody's assigned a B3 corporate family rating
(CFR) and B3-PD probability of default rating (PDR) to Alliant
Holdings, L.P., the ultimate parent of the group and the issuer of
its audited financial statements. For administrative purposes,
Moody's withdrew the existing B3 CFR and B3-PD PDR from Alliant
Holdings Intermediate, LLC.
RATINGS RATIONALE
Alliant's ratings reflect its leading position in several niche
markets including specialty programs, its steady organic revenue
growth, and its strong operating margins and cash flow, according
to us. The company has built its specialty and middle market
insurance business through a mix of organic growth, experienced
producer hires, and acquisitions. Alliant generates strong revenue
growth, healthy adjusted EBITDA margins, and good
free-cash-flow-to-debt metrics. Alliant is majority owned by
management and employees, with smaller but significant ownership
stakes held by Stone Point Capital funds and Public Sector Pension
Investment Board.
These strengths are offset by Alliant's high financial leverage,
contingent/legal risk related to its experienced producer hire
strategy, integration risk associated with acquisitions, and
potential liabilities from errors and omissions, a risk inherent in
professional services. The company has a record of borrowing
substantial sums from time to time to help fund payments to
shareholders, but it has demonstrated an ability to reduce leverage
quickly through earnings and free cash flow.
Giving effect to the proposed financing, Moody's estimate that
Alliant will have a pro forma debt-to-EBITDA ratio of about 8x,
(EBITDA – capex) interest coverage of about 2x, and a
free-cash-flow-to-debt ratio in the low-single digits. These pro
forma metrics reflect Moody's accounting adjustments for operating
leases, contingent earnout obligations, certain non-recurring and
unusual items, and run-rate EBITDA from acquisitions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade of Alliant's ratings include:
(i) debt-to-EBITDA ratio below 7x, (ii) (EBITDA - capex) coverage
of interest exceeding 2x, and (iii) free-cash-flow-to-debt ratio
exceeding 5%.
Factors that could lead to a downgrade of Alliant's ratings
include: (i) debt-to-EBITDA ratio above 8x, (ii) (EBITDA - capex)
coverage of interest below 1.2x, and (iii) free-cash-flow-to-debt
ratio below 2%.
The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in February 2024.
Alliant reported revenue of $4.5 billion for the 12 months through
June 2024, up from $3.9 billion for 2023, reflecting new business
generated from experienced producer hires and organic growth,
especially in the company's specialty property and casualty
operations.
ALLIANT HOLDINGS: S&P Rates New $1BB Senior Secured Notes 'B'
-------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating to Alliant
Holdings Intermediate LLC 's proposed $1 billion senior secured
notes due 2031, and a 'CCC+' issue-level rating to its proposed $1
billion unsecured senior secured notes due 2032. S&P also assigned
a '3' recovery rating (50%-70%; rounded estimate: 55%) to the
senior secured note and a '6' recovery rating (0%-10%; rounded
estimate: 0%) to the unsecured note.
In addition to the new notes, Alliant is upsizing its first-lien
term loan B-6 by $1 billion, to $3.4 billion, and its revolver by
$200 million, to $750 million. The company is also issuing
approximately $1.6 billion in a new perpetual preferred equity
instrument to be held by a consortium of institutional investors.
Per S&P's criteria, it treats the preferred equity instrument as
debt, since S&P expects its redemption and interest deferral
features to conflict with our criteria requirements for equity
credit.
All existing ratings, including the 'B' issuer credit ratings on
Alliant Holdings L.P. and Alliant Holdings Intermediate, are
unchanged as a result of the new issuances.
Given the sizeable increase in debt, Alliant's credit metrics will
deteriorate meaningfully after the incremental issuances. Pro-forma
for the transaction, S&P Global Ratings adjusted leverage is in the
mid-10x, including the preferred equity instrument, and slightly
above 9x excluding it.
This compares with about 7x, as of the second quarter ended June
30, 2024. S&P adjusted EBITDA coverage is in the mid-1x, compared
with about 2x, as of the second quarter ended June 30, 2024. While
these metrics are slightly outside the bounds of our downside
triggers, S&P expects them to return to rating appropriate ranges
over the next 6-12 months. This includes leverage excluding
preferred of 8.5x or below, driven by continued robust revenue and
earnings growth.
Alliant continued to post healthy performance in the first half of
2024. Total revenue growth was 34% for the period, which included
an impressive 22% of organic growth. The company's organic growth
was supported by double digit growth across all its business
segments, benefiting from strong new business and success with the
company's specialty-oriented strategic focus.
S&P Global adjusted EBITDA margins declined to 26% for the last 12
months ended June 30, 2024, from 27.6% at year-end 2023. The
decline relates primarily to outsized growth at Alliant Consumer
Group (45% organic growth in the first half of the year), which is
a naturally lower margin relative to the company's other segments.
Additionally, the company incurred higher expenses related to new
producer costs, which S&P no longer gives credit for in its S&P
Global adjusted EBITDA calculation.
ALTICE USA: Clarkston Capital, 5 Others Hold 2.18% Equity Stake
---------------------------------------------------------------
Clarkston Capital Partners, LLC filed a Schedule 13G/A Report with
the U.S. Securities and Exchange Commission disclosing that as of
August 31, 2024, the firm and its affiliated entities -- Clarkston
Companies, Inc., Modell Capital LLC, Jeffrey A. Hakala, Gerald W.
Hakala, and Jeremy J. Modell -- beneficially owned 6,015,580 shares
of Altice USA, Inc.'s Class A Common Stock, representing 2.18%,
based upon 276,359,330 shares of Class A Common Stock, par value
$0.01 per share of Altice USA outstanding as of June 30, 2024, as
reported in the Company's quarterly report on Form 10-Q filed with
the Securities and Exchange Commission on August 1, 2024.
A full-text copy of Clarkston Capital's SEC Report is available at:
https://tinyurl.com/mv5b8z3b
About Altice USA Inc.
Altice USA, Inc. is an American cable television provider.
As of June 30, 2024, Altice USA had $32 billion in total assets,
$32.4 billion in total liabilities, and $396.7 million in total
stockholders' deficiency.
* * *
As reported by the TCR on May 17, 2024, S&P Global Ratings lowered
all its ratings on Altice USA Inc. one notch, including the issuer
credit rating to 'CCC+', and removed them from Credit Watch, where
it placed them with negative implications on May 2, 2024. The
negative outlook reflects that S&P could lower its ratings if the
company opts to pursue a debt restructuring over the next year.
S&P said, "We believe Altice USA's capital structure is
unsustainable. We believe the company is vulnerable to nonpayment
long term and depends on favorable business, financial, and
economic conditions to meet its financial obligations as they come
due in 2027 and beyond. We believe it is more likely than not that
Altice USA will enter into a distressed debt restructuring that we
consider tantamount to default, or it could face bankruptcy long
term."
AMBRI INC: Seeks to Extend Plan Exclusivity to March 3, 2025
------------------------------------------------------------
Ambri, Inc., 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 March 3, 2025 and
April 30, 2025, respectively.
As set forth in the First Day Declaration, the Debtor filed a
Chapter 11 case to continue the process of marketing and selling
substantially all of the Debtor's assets. The Sale closed on July
31, 2024.
The Debtor claims that now that the Sale has closed, substantially
all of the Debtor's assets have been sold, and the Debtor's
business is winding down, the Debtor can turn its focus to bringing
this Chapter 11 Case to a consensual close through confirmation of
a chapter 11 plan of liquidation.
Indeed, since the closing of the Sale, the Debtor has worked
diligently and constructively with the UCC and the Secured Parties
to formulate a chapter 11 plan of liquidation. The Debtor expects
to be able to file such a chapter 11 plan in the near term and,
thereafter, proceed towards confirmation. The Court should provide
the Debtor with additional time to do so.
The Debtor asserts that cause exists to extend the Exclusive
Periods:
* First, the Debtor and its professionals have made
significant progress in moving this Chapter 11 Case to a successful
completion, including: (a) successfully completing the sale of
substantially all of its assets; (b) rejecting leases and
abandoning personal property to eliminate burdensome expenses for
the Debtor's estate; (c) preparing and filing the schedules of
assets and liabilities and statements of financial affairs; (d)
preparing and filing the Debtor's initial and monthly operating
reports; (e) resolving certain contested matters and effectuating
the Settlement Term Sheet; and (f) continuing negotiations with its
key stakeholders regarding a potential exit path from chapter 11.
* Second, allowing the expiration of the Exclusive Periods at
this critical stage would serve only to interfere with the progress
of this Chapter 11 Case. Now that the Debtor has sold substantially
all of its assets and is winding down, the Debtor requires
additional time to continue to provide transition services to the
Buyer, collect accounts receivable, and engage in discussions with
key stakeholders regarding the conclusion of this Chapter 11 Case.
* Lastly, creditors will not be harmed by extending the
Exclusive Periods. This Motion is the Debtor's first request for an
extension of the Exclusive Periods. The Debtor is not seeking the
extension of the Exclusive Periods to delay administration of this
Chapter 11 Case or to exert pressure on its creditors, but rather
to allow the Debtor to continue with winding-down its operations,
liquidating any remaining assets for the benefit of creditors,
effectuate the Settlement Term Sheet through the filing and
confirmation of a chapter 11 plan of liquidation, and work to
propose a consensual close of this Chapter 11 Case in the most
cost-efficient manner.
Ambri Inc. is represented by:
POTTER ANDERSON COROON LLP
L. Katherine Good, Esq.
Brett M. Haywood, Esq.
Gregory J. Flasser, Esq.
Shannon A. Forshay, Esq.
1313 North Market Street, 6th Floor
Wilmington, Delaware 19801
Tel: (302) 984-6000
Facsimile: (302) 658-1192
Email: kgood@potteranderson.com
bhaywood@potteranderson.com
gflasser@potteranderson.com
sforshay@potteranderson.com
About Ambri Inc.
Ambri Inc. specializes in the development of an advanced energy
storage solution through its patented "Liquid MetalTM battery"
technology. Ambri is a pre-revenue Liquid MetalTM battery
technology company working to become a leading global provider of
long-duration, grid-scale, energy storage that can solve the most
critical issues facing today's electricity grid and enable
wide-spread adoption of intermittent renewable energy as a 24-7
power source. The company is developing batteries that are expected
to be low-cost, highly reliable, extremely safe, degrade only
minimally over their lifespan, and can shift fundamentally how
power grids operate and source their power, thereby contributing to
the goal of a cleaner energy future.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 24-10952) on May 5, 2024,
with $50 million to $100 million in assets and liabilities. Nora
Murphy, chief financial officer, signed the petition.
Judge Laurie Selber Silverstein presides over the case.
The Debtor tapped POTTER ANDERSON COROON LLP as counsel and GOODWIN
PROCTER LLP as co-bankruptcy counsel.
AMERICANAS SA: Sicupira Steps Down from Board After Restructuring
-----------------------------------------------------------------
Daniel Cancel of Bloomberg News reports that Brazilian billionaire
Carlos Sicupira is set to step down from the board of Americanas SA
following a 25 billion-real ($4.5 billion) accounting scandal that
led the retailer into bankruptcy protection.
Sicupira, who served as CEO in the 1980s and later as chairman,
remains the largest individual shareholder. In an effort to rescue
the company and negotiate with creditors, Sicupira, along with his
long-time business partners Jorge Paulo Lemann and Marcel Telles,
invested 12 billion reais into Americanas and will maintain a
majority stake in the company, reports Bloomberg News.
About Americanas SA
Americanas was one of the largest diversified retail chains in
Brazil, with a wide platform of physical stores, robust e-commerce,
fintech, and has just entered into the niche food retail. It is
listed on B3, being indirectly controlled by billionaire Jorge
Paulo Lemann, Carlos Alberto Sicupira and Marcel Telles.
The retailer nosedived in January 2023 after becoming mired in an
accounting scandal. The firm filed for bankruptcy at a court in Rio
de Janeiro on Jan. 19, 2023.
Americanas sought protection under Chapter 15 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 23-10092) on Jan. 25, 2023. White &
Case LLP, led by John K. Cunningham, is the U.S. counsel.
AMTECH SYSTEMS: Wax Asset Management Holds 11.3% Equity Stake
-------------------------------------------------------------
Wax Asset Management, LLC disclosed in Schedule 13G/A Report filed
with the the U.S. Securities and Exchange Commission that as of
August 31, 2024, it beneficially owned 1,608,896 shares of Amtech
Systems Inc.'s common stock, representing 11.3% of the shares
outstanding.
A full-text copy of Wax Asset's SEC Report is available at:
https://tinyurl.com/kbdwvyf3
About Amtech Systems Inc.
Tempe, Ariz.-based Amtech Systems, Inc. is a global manufacturer of
capital equipment, including thermal processing, wafer polishing
and cleaning, and related consumables used in fabricating
semiconductor devices, such as silicon carbide (SiC) and silicon
power devices, analog and discrete devices, electronic assemblies,
and light-emitting diodes (LEDs). It sells these products to
semiconductor device and module manufacturers worldwide,
particularly in Asia, North America, and Europe.
As of June 30, 2024, Amtech Systems had $127.1 million in total
assets, $45.3 million in total liabilities, and $81.7 million in
total shareholders' equity.
As of September 30, 2023, the Company was not in compliance with
the Debt to EBITDA and Fixed Charge Coverage Ratio financial
covenants under its Loan and Security Agreement with UMB Bank, N.A.
dated January 17, 2023. On December 5, 2023, the Company entered
into a Forbearance & Modification Agreement with the lender,
pursuant to which the lender agreed to forbear from exercising its
rights and remedies available as a result of such default. The
Company will be operating under the terms of the Forbearance
Agreement through January 17, 2025.
AQUABOUNTY TECHNOLOGIES: Sells Rollo Bay Farm to Raise Cash
-----------------------------------------------------------
AquaBounty Technologies, Inc. provided an update on the Company's
fundraising efforts.
As previously announced, AquaBounty has been exploring a wide range
of funding and strategic alternatives to strengthen its balance
sheet and increase its cash position. On September 3, 2024, the
Company is announcing that it has made the decision to sell its
Rollo Bay farm operation. The farm, located on Prince Edward Island
in Canada, was purchased by the Company in 2016 and further
developed into a broodstock and egg production operation. The
Company's investment banker is conducting the sale process, which
is expected to be completed before year end.
David Melbourne, Chief Executive Officer of AquaBounty, said, "We
continue to be focused on securing funding for both our near and
long-term needs, so that we can return to pursuing our growth
strategy. The Rollo Bay farm was purchased and developed to support
an expansion plan for five large land-based grow-out farms. Since
we will not require the egg output from the Rollo Bay farm in the
near to mid-term timeframe, and since we will retain sufficient egg
production capacity for our Ohio farm from our hatchery in Bay
Fortune, we have determined that the Rollo Bay farm can be sold at
this time to resolve the Company's immediate cash requirements,
without impacting our long-term strategy. We are also continuing
to pursue additional funding and strategic alternatives with the
goal of securing our cash requirements in the coming months,"
concluded Melbourne.
About AquaBounty
AquaBounty Technologies, Inc. -- www.aquabounty.com -- has been
pursuing a growth strategy that includes the construction of
large-scale recirculating aquaculture system farms for producing
its GE Atlantic salmon. AquaBounty raises its fish in carefully
monitored land-based fish farms through a safe, secure, and
sustainable process. The Company's farm in Pioneer, Ohio is under
construction and roughly 30% complete, but construction activities
have been paused.
Baltimore, Maryland-based Deloitte & Touche LLP, the Company's
auditor since 2021, issued a "going concern" qualification in its
report dated April 1, 2024, citing that the Company has incurred
cumulative operating losses and negative cash flows from operations
that raise substantial doubt about its ability to continue as a
going concern.
ARTIFICIAL INTELLIGENCE: Announces Strong Fiscal Q3 Start
---------------------------------------------------------
Artificial Intelligence Technology Solutions, Inc., a global leader
in AI-driven security and productivity solutions, along with its
wholly-owned subsidiary Robotic Assistance Devices, Inc., announced
a strong start to Q3 of FY 2025, marked by the first day of quarter
achieving multi-unit new device order intake as well as
multi-device unit deployment at an existing big-box retail client.
The Company is capitalizing on its successful Q2 FY 2025, which
ended August 31, 2024, with a record-breaking 172 units ordered, as
RAD continues to accelerate its growth trajectory into the second
half of its fiscal year.
The multi-unit order is the fourth order from a relatively new
dealer and the multi-unit installation is from an order received 9
months ago.
Troy McCanna, RAD's Chief Security Officer & Senior Vice President
of Revenue Operations, commented, "The acceleration of new
opportunities and the shortened sales cycles we're experiencing
combined with the REX constantly improving production times are
thrilling for our entire team. It's a clear indication that our
strategies are paying off. This momentum not only strengthens our
market presence but also positions us to capture even greater
demand for our AI-driven security solutions in the months ahead."
AITX, through its primary subsidiary, Robotic Assistance Devices,
Inc. (RAD), is redefining the $25 billion (US) security and
guarding services industry through its broad lineup of innovative,
AI-driven Solutions-as-a-Service business model. RAD solutions are
specifically designed to provide cost savings to businesses of
between 35%-80% when compared to the industry's existing and costly
manned security guarding and monitoring model. RAD delivers these
tremendous cost savings via a suite of stationary and mobile
robotic solutions that complement, and at times, directly replace
the need for human personnel in environments better suited for
machines. All RAD technologies, AI-based analytics and software
platforms are developed in-house.
RAD has a prospective sales pipeline of over 35 Fortune 500
companies and numerous other client opportunities. RAD expects to
continue to attract new business as it converts its existing sales
opportunities into deployed clients generating a recurring revenue
stream. Each Fortune 500 client has the potential of making
numerous reorders over time.
About Artificial Intelligence Technology
Headquartered in Ferndale, Mich., Artificial Intelligence
Technology Solutions Inc. (AITX) is an innovator in delivering
artificial intelligence-based solutions that empower organizations
to gain new insights, solve complex challenges, and fuel new
business ideas. Through its next-generation robotic product
offerings, AITX's RAD, RAD-R, RAD-M, and RAD-G companies help
organizations streamline operations, increase ROI, and strengthen
business. AITX technology improves the simplicity and economics of
patrolling and guard services, allowing experienced personnel to
focus on more strategic tasks. Customers augment the capabilities
of existing staff and gain higher levels of situational awareness,
all at drastically reduced costs. AITX solutions are well-suited
for use in multiple industries such as enterprises, government,
transportation, critical infrastructure, education, and
healthcare.
Artificial Intelligence Technology Solutions reported a net loss of
$20.71 million for the year ended Feb. 29, 2024, compared to a net
loss of $18.11 million for the year ended Feb. 28, 2023. As of May
31, 2024, the Company had $7.93 million in total assets, $53.58
million in total liabilities, $257,712 in redeemable preferred
stock, and a total stockholders' deficit of $45.91 million.
For the three months ended May 31, 2024, Artificial Intelligence
Technology Solutions had negative cash flow from operating
activities of $3,045,831. As of May 31, 2024, the Company has an
accumulated deficit of $141,361,177, and negative working capital
of $25,655,546. Management does not anticipate having positive
cash flow from operations in the near future. The Company said
these factors raise a substantial doubt about the Company's ability
to continue as a going concern for the 12 months following the
issuance of these financial statements.
ASURION LLC: Moody's Rates New $1.25MM First Lien Term Loan 'Ba3'
-----------------------------------------------------------------
Moody's Ratings has assigned a Ba3 rating to Asurion, LLC's new
$1.25 billion six-year senior secured first-lien term loan. Asurion
intends to use net proceeds of the offering to partially refinance
the existing senior secured first-lien term loan maturing December
2026. The rating outlook for Asurion is unchanged at stable.
RATINGS RATIONALE
Asurion's ratings are based on its strong market presence in mobile
device services, including fulfillment, repair and administration,
distributed through wireless carriers in the US, Japan and other
selected international markets. Asurion also has a smaller but
growing presence in extended warranty, service and replacement
subscription plans for consumer electronics and appliances offered
through retailers, other partners and its own distribution
channels, such as its repair shop network and a remote technician
network. In both segments, a growing share of Asurion's revenue
comes from comprehensive technical support bundled with other
product offerings. Asurion has a record of efficient operations and
healthy profit margins.
A key credit challenge for Asurion is its business concentration
among leading wireless carriers, although Asurion regularly
negotiates multiyear contract extensions with the carriers. Another
challenge is foreign exchange risk associated with Asurion's large
Japanese business, which the company hedges through a range of
derivatives that help protect enterprise value but add volatility
to reported earnings.
In the first half of 2024, Asurion reported low single digit
revenue growth driven by growth in Americas' subscriber base and
equipment sales, partly offset by lower international mobile
protection subscribers. Moody's expect the company will grow its
revenue and EBITDA in 2024 as expanded service offerings and
savings from its cost program outweigh the effects of a decline in
international revenues and recent contract renewal concessions.
Asurion's pro-forma debt-to-EBITDA ratio, its (EBITDA - capex)
interest coverage, and its free-cash-flow-to-debt ratio are in line
with Moody's expectations for the B1 corporate family rating. These
metrics incorporate Moody's adjustments for operating leases,
noncontrolling interest expense and foreign exchange hedging.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Factors that could lead to an upgrade of Asurion's ratings include:
(i) debt-to-EBITDA ratio below 5x; (ii) (EBITDA - capex) coverage
of interest exceeding 3.5x; and (iii) free-cash-flow-to-debt ratio
above 8%.
Factors that could lead to a downgrade of Asurion's ratings
include: (i) debt-to-EBITDA ratio above 6.5x; (ii) (EBITDA - capex)
coverage of interest below 2x; (iii) free-cash-flow-to-debt ratio
below 4%; or (iv) loss of a major carrier relationship.
The principal methodology used in this rating was Insurance Brokers
and Service Companies published in February 2024.
Based in Nashville, Tennessee, Asurion is a global provider of
insurance, repair, replacement, installation and technical support
for mobile devices and other consumer electronics and appliances.
Asurion generated revenue of $9 billion for the 12 months through
June 2024.
ATARA BIOTHERAPEUTICS: Adiumentum Capital Reports 19.98% Stake
--------------------------------------------------------------
Adiumentum Capital Fund I LP filed a Schedule 13D/A Report filed
with the U.S. Securities and Exchange Commission disclosing that as
of September 3, 2024, the fund and its affiliated entities --
Adiumentum Capital Fund I GP LLC and Gregory A. Ciongoli, as
managing manager -- beneficially owned shares of Atara
Biotherapeutics, Inc.'s Common stock.
The Reporting Persons each beneficially owns an aggregate of
1,133,823 shares of Common Stock. The Subject Shares represent
approximately 19.98% of the outstanding shares of Common Stock,
based on 4,915,049 shares of Common Stock outstanding as of August
6, 2024, as reported in the Company's Quarterly Report on Form 10-Q
filed with the SEC on August 12, 2024 (as adjusted to account for
the Reverse Stock Split), and 758,900 shares of Common Stock and
499 Pre-Funded Warrants issued to Adiumentum Capital Fund I LP
issued in the Registered Offering.
Adiumentum may be deemed to have the shared power to vote or direct
the vote of (and the shared power to dispose or direct the
disposition of) all of the Subject Shares. Adiumentum GP, as the
general partner of Adiumentum may be deemed to have the shared
power to vote or direct the vote of (and the shared power to
dispose or direct the disposition of) all the Subject Shares. Mr.
Ciongoli, as the managing partner of Adiumentum, and as the
managing member of Adiumentum GP, may be deemed to have the shared
power to vote or direct the vote of (and the shared power to
dispose or direct the disposition of) all the Subject Shares.
Purpose of Transaction.
On September 3, 2024, the Company entered into a Securities
Purchase Agreement with certain purchasers including Adiumentum,
pursuant to which the Company agreed to issue and sell to the
Purchasers in a registered direct offering an aggregate of (i)
758,900 shares of the Company's common stock, par value $0.0001 per
share, and (ii) pre-funded warrants to purchase up to 3,604,780
shares of Common Stock, at a purchase price of $8.25 per share of
Common Stock and $8.2499 per share of Common Stock issuable upon
exercise of the Pre-Funded Warrants. The exercise price of each
Pre-Funded Warrant is equal to $0.0001 per share, subject to
adjustment as provided therein, and the Pre-Funded Warrants will be
exercisable immediately and have no expiration date. The Pre-Funded
Warrants may be exercised by means of cash or the holder may elect
to receive upon such exercise the net number of shares of Common
Stock determined according to a formula set forth in the Pre-Funded
Warrants.
The aggregate gross proceeds to the Company from the Registered
Offering are expected to be approximately $36 million, before
deducting estimated offering expenses payable by the Company.
Adiumentum is purchasing 758,900 shares of Common Stock and
Pre-Funded Warrants to purchase up to 150,193 shares of Common
Stock in the Registered Offering at an aggregate purchase price of
$7.5 million. The Registered Offering is being made pursuant to an
effective shelf registration statement on Form S-3 (File No.
333-275256) that was filed with the SEC on November 1, 2023, and
declared effective by the SEC on November 13, 2023 and prospectus
supplement to be filed with the SEC. The Registered Offering closed
on September 5, 2024 (the "Closing Date"), subject to the
satisfaction or waiver of customary closing conditions, including
the appointment of Mr. Gregory A. Ciongoli to the Board of
Directors of the Company. The Board appointed, effective as of and
contingent upon the Closing Date, Mr. Ciongoli to serve as a member
of the Board.
Pursuant to the Purchase Agreement, the Company has agreed to
certain restrictions on the issuance and sale of shares of the
Company's securities for a period of 30 days following the Closing
Date, subject to certain exceptions.
A full-text copy of Adiumentum Capital's Report is available at:
https://tinyurl.com/3x99px3u
About Atara Biotherapeutics
Headquartered in Thousand Oaks, Calif., Atara Biotherapeutics, Inc.
-- atarabio.com -- is harnessing the natural power of the immune
system to develop off-the-shelf cell therapies for
difficult-to-treat cancers and autoimmune conditions that can be
rapidly delivered to patients from inventory. With cutting-edge
science and a differentiated approach, Atara is the first company
in the world to receive regulatory approval of an allogeneic T-cell
immunotherapy. The Company's advanced and versatile T-cell platform
does not require T-cell receptor or HLA gene editing and forms the
basis of a diverse portfolio of investigational therapies that
target EBV, the root cause of certain diseases, in addition to
next-generation AlloCAR-Ts designed for best-in-class opportunities
across a broad range of hematological malignancies and B-cell
driven autoimmune diseases.
San Francisco, Calif.-based Deloitte & Touche LLP, the Company's
auditor since 2013, issued a "going concern" qualification in its
report dated March 28, 2024, citing that the Company's recurring
losses from operations raise substantial doubt about its ability to
continue as a going concern.
Atara Biotherapeutics' net losses were $276.1 million and $228.3
million for the years ended December 31, 2023 and 2022,
respectively. As of March 31, 2024, the Company had $165.27 million
in total assets, $263.58 million in total liabilities, and a total
stockholders' deficit of $98.31 million.
ATARA BIOTHERAPEUTICS: Appoints Gregory Ciongoli as Director
------------------------------------------------------------
Atara Biotherapeutics, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on September
3, 2024, the Company announced that the Board of Directors has
appointed, effective as of and contingent upon the Closing Date,
Mr. Gregory A. Ciongoli to serve as a member of the Board.
The Board has not appointed Mr. Ciongoli to any Board committee.
Except as described in the Current Report on Form 8-K, there are no
arrangements or understandings between Mr. Ciongoli and any other
persons pursuant to which he was selected as a director of the
Company. The Board has determined that Mr. Ciongoli is independent
under the Company's Corporate Governance Guidelines, applicable
U.S. Securities and Exchange Commission requirements and Nasdaq
listing standards. There is no transaction involving Mr. Ciongoli
that requires disclosure under Item 404(a) of Regulation S-K. Mr.
Ciongoli has elected not to receive compensation under the
Company's non-employee director compensation policy. The Company
will enter into its standard form of indemnification agreement with
Mr. Ciongoli.
Further on September 3, 2024, the Company entered into a securities
purchase agreement with certain purchasers pursuant to which the
Company agreed to issue and sell to the Purchasers in a registered
direct offering an aggregate of (i) 758,900 shares of the Company's
common stock, par value $0.0001 per share and (ii) pre-funded
warrants to purchase up to 3,604,780 shares of Common Stock, at a
purchase price of $8.25 per Share and $8.2499 per share underlying
the Pre-Funded Warrants. The exercise price of each Pre-Funded
Warrant is equal to $0.0001 per share, subject to adjustment as
provided therein, and the Pre-Funded Warrants will be exercisable
immediately and have no expiration date.
The Pre-Funded Warrants may be exercised by means of cash or the
holder may elect to receive upon such exercise the net number of
shares of Common Stock determined according to a formula set forth
in the Pre-Funded Warrants.
The aggregate gross proceeds to the Company from the Registered
Offering are expected to be approximately $36 million, before
deducting estimated offering expenses payable by the Company.
Adiumentum Capital Fund I LP, where Mr. Ciongoli serves as the
Managing Partner, is purchasing 758,900 Shares and Pre-Funded
Warrants to purchase up to 150,193 shares of Common Stock in the
Registered Offering at an aggregate purchase price of $7.5 million.
The Company intends to use the net proceeds from the Registered
Offering for working capital and other general corporate purposes.
The Registered Offering is being made pursuant to an effective
shelf registration statement on Form S-3 (File No. 333-275256) that
was filed with the Securities and Exchange Commission on November
1, 2023 and declared effective by the SEC on November 13, 2023 and
prospectus supplement to be filed with the SEC. The Registered
Offering is expected to close on or about September 5, 2024,
subject to the satisfaction or waiver of customary closing
conditions, including the appointment of Mr. Ciongoli to the
Board.
Pursuant to the Purchase Agreement, the Company has agreed to
certain restrictions on the issuance and sale of shares of the
Company's securities for a period of 30 days following the Closing
Date, subject to certain exceptions.
The Purchase Agreement contains customary representations,
warranties, covenants and agreements by the Company, customary
conditions to closing, indemnification obligations, other
obligations of the parties and termination provisions. The
representations, warranties and covenants contained in the Purchase
Agreement were made only for purposes of such agreement and as of
specific dates, were solely for the benefit of the parties to such
agreement and may be subject to limitations agreed upon by the
contracting parties.
About Atara Biotherapeutics
Headquartered in Thousand Oaks, Calif., Atara Biotherapeutics, Inc.
-- atarabio.com -- is harnessing the natural power of the immune
system to develop off-the-shelf cell therapies for
difficult-to-treat cancers and autoimmune conditions that can be
rapidly delivered to patients from inventory. With cutting-edge
science and a differentiated approach, Atara is the first company
in the world to receive regulatory approval of an allogeneic T-cell
immunotherapy. The Company's advanced and versatile T-cell platform
does not require T-cell receptor or HLA gene editing and forms the
basis of a diverse portfolio of investigational therapies that
target EBV, the root cause of certain diseases, in addition to
next-generation AlloCAR-Ts designed for best-in-class opportunities
across a broad range of hematological malignancies and B-cell
driven autoimmune diseases.
As of March 31, 2024, the Company had $165.27 million in total
assets, $263.58 million in total liabilities, and a total
stockholders' deficit of $98.31 million.
San Francisco, Calif.-based Deloitte & Touche LLP, the Company's
auditor since 2013, issued a "going concern" qualification in its
report dated March 28, 2024, citing that the Company's recurring
losses from operations raise substantial doubt about its ability to
continue as a going concern.
AULT ALLIANCE: Changes Name to Hyperscale Data
----------------------------------------------
Ault Alliance, Inc. disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on Sept. 6, 2024, the
Company filed an amendment to the Company's Certificate of
Incorporation with the State of Delaware to change the name of the
Company to "Hyperscale Data, Inc.". The Name Change will become
effective in the State of Delaware at 12:01 AM ET on Tuesday, Sept.
10, 2024. Pursuant to Section 242 of the Delaware General
Corporation Law, stockholder approval was not required to complete
the Name Change or to approve or effect the Amendment.
The Company's common stock will continue to be quoted on the NYSE
American but beginning with the opening of trading on Sept. 10,
2024, trading is expected to be under the new symbol "GPUS" and the
ticker symbol for the Company's Series D Cumulative Redeemable
Perpetual Preferred Stock will change to "GPUS PRD". Following the
Name Change, existing stock certificates, which reflect the
Company's prior corporate name, will continue to be valid.
Certificates reflecting the new corporate name will be issued in
due course as old stock certificates are tendered for exchange or
transfer to the Company's transfer agent.
About Ault Alliance
Headquartered in Las Vegas, NV, Ault Alliance, Inc. --
http://www.ault.com-- is a diversified holding company pursuing
growth by acquiring undervalued businesses and disruptive
technologies with a global impact. Through its wholly and
majority-owned subsidiaries and strategic investments, Ault
Alliance owns and operates a data center at which it mines Bitcoin
and offers colocation and hosting services for the emerging
artificial intelligence ecosystems and other industries. It also
provides mission-critical products that support a diverse range of
industries, including a social gaming platform, equipment rental
services, defense/aerospace, industrial, automotive,
medical/biopharma, hotel operations and textiles. In addition,
Ault Alliance is actively engaged in private credit and structured
finance through a licensed lending subsidiary.
New York, New York-based Marcum LLP, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
April 16, 2024, citing that the Company has a working capital
deficiency, has incurred net losses, and needs to raise additional
funds to meet its obligations and sustain its operations. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
AVIS BUDGET: Moody's Rates New Senior Unsecured Notes 'B1'
----------------------------------------------------------
Moody's Ratings assigned a B1 rating to the new backed senior
unsecured notes of Avis Budget Car Rental, LLC (Avis) and Avis
Budget Finance, Inc. All other ratings of Avis are unaffected,
including the Ba3 corporate family rating, the Ba1 backed senior
secured rating and the B1 backed senior unsecured rating on the
existing notes of Avis. The B1 backed senior unsecured rating on
the existing notes of Avis Budget Finance plc are also unaffected.
The outlook is stable.
The proceeds from the offering will be used for general corporate
purposes, which may include repayment of indebtedness, including
repayment of the senior secured term loan C. The rating on the
senior secured term loan C will be withdrawn if the facility is
repaid in full.
RATINGS RATIONALE
The Ba3 corporate family rating reflects the competitive position
that Avis holds in the car rental industry. Avis' revenue is
diversified across on-airport and off-airport operations, leisure
and corporate travel, and by geography. Strategically, Avis is
intently focused on enhancing customer experience, operational
efficiency, fleet discipline and the use of technology to advance
its service offerings and operations.
Despite its oligopolistic nature, the car rental market is highly
competitive and poses several challenges that Avis has to contend
with. These challenges include the cyclical nature of the industry,
imbalances between industry fleet levels and customer demand, a
heavy reliance on capital markets to fund annual fleet purchases
and the need to adapt to an evolving transportation landscape.
Current conditions in the car rental market continue pressuring
earnings from peak levels in 2022 due to lower revenue per day,
higher depreciation on more costly vehicles, dissipating capital
gains on the sale of used vehicles and higher interest expense. An
unexpected excess of vehicles in the industry exacerbated the
earnings pressure. Moody's estimate Avis' pre-tax income margin
will soften to less than 7.5% in 2024. In addition, debt/EBITDA
will remain elevated, well in excess of 4 times.
The stable outlook reflects Moody's expectation that sustained
travel demand will help Avis manage its operations and mitigate
earnings pressure from elevated depreciation and interest expense.
In addition, Moody's anticipate that, over time, lower vehicle
purchase costs will reduce Avis' depreciation expense.
Moody's anticipate that liquidity remains supported by a cash
balance of at least $500 million. Available capacity under the $2
billion revolving credit facility is unusually low, however, due to
a material increase in letters of credit that provide support to
the company's vehicle financing programs. Instead, Avis believes
that it has the ability to issue more than $1 billion of debt out
of its vehicle financing programs. Avis' ability to dispose used
vehicles expeditiously remains critical when demand wanes to raise
proceeds that can be deployed for repayment of the company's debt
obligations.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be upgraded with evidence that Avis manages its
assets efficiently while industry fleet capacity and capital
allocation remain disciplined. Metrics that would reflect such
performance include pre-tax income as a percent of sales of at
least 10%, EBITA/average assets of around 10% and debt/EBITDA below
3.25 times. Good liquidity is also a requirement for an upgrade,
including prudent management of collateral in the company's vehicle
funding programs.
The ratings could be downgraded if Avis is unable to manage fleet
utilization consistently at approximately 70%, if revenue per
vehicle per day drops considerably, if Avis' ability to dispose
vehicles becomes constrained or if there is a steep drop in used
vehicle prices that would require Avis to increase collateral under
its vehicle financing programs. Metrics that would contribute to a
rating downgrade include pre-tax income as a percent of sales of
less than 7.5%, EBITA/average assets of less than 7% or debt/EBITDA
sustained above 4 times.
The principal methodology used in this rating was Equipment and
Transportation Rental published in February 2022.
Avis Budget Car Rental, LLC is one of the world's leading car
rental companies, operating under the Avis, Budget, and Zipcar
brands in more than 10,000 rental locations worldwide. Revenue was
$11.9 billion for the 12 months ended June 30, 2024.
BEASLEY BROADCAST: Launches Exchange Offer for Senior Secured Notes
-------------------------------------------------------------------
Beasley Broadcast Group, Inc. announced that its wholly owned
subsidiary, Beasley Mezzanine Holdings, LLC, has commenced an
exchange offer pursuant to which holders may exchange their
outstanding 8.625% Senior Secured Notes due 2026 into:
(i) newly issued 9.200% Senior Secured Notes due August 1,
2028 at an exchange ratio of 95.0% of the aggregate principal
amount (or $950 per $1,000 of principal amount) of the Existing
Notes tendered for exchange;
(ii) a pro rata share of 3,588,495 shares of Class A common
stock of the Company, based upon pro rata ownership of the Exchange
Notes issued by the Company, pursuant to the terms and conditions
described in the Exchange Offer Memorandum and Consent Solicitation
Statement, dated September 5, 2024 and
(iii) a consent fee of $5.00, in each case per $1,000 principal
amount of Existing Notes tendered.
A holder of approximately 73% of the Existing Notes has entered
into a transaction support agreement to support the Exchange Offer,
subject to certain customary conditions, including a minimum
participation condition requiring 100% of Existing Noteholders to
participate in the Exchange Offer or Tender Offer.
Caroline Beasley, Chief Executive Officer of Beasley Media Group,
said "We are very pleased with the announcement of both the launch
of this transaction and the support of a holder of approximately
73% of our outstanding indebtedness. We believe this transaction,
when consummated, will provide meaningful long-term improvements to
our balance sheet and provide value to debt holders and equity
holders alike. This transaction is the product of several months of
negotiations and represents a significant initial step forward in
our long-term plan to reduce leverage and position the Company for
future success."
In connection with the Exchange Offer, the Company has commenced a
cash offer to purchase up to $68.0 million of aggregate principal
amount of the Existing Notes to holders who elect to exchange all
of their Existing Notes in the Exchange Offer at a purchase price
of 62.5% (or $625 per $1,000 of principal amount), plus accrued and
unpaid interest, if any. If more than $68 million principal amount
of Existing Notes elect to receive the Tender Offer Consideration
in the Tender Offer, $68.0 million principal amount of Existing
Notes will be repaid in cash consideration of $42.5 million on a
pro rata basis among the holders electing to receive the Tender
Offer Consideration (based on total principal amount of Existing
Notes exchanged for Tender Offer Consideration in the Tender
Offer). The accepted amount will be rounded to the nearest $1,000
and the remaining Existing Notes exchanged by such holders will be
exchanged for the Exchange Consideration.
Tenders of Existing Notes pursuant to the Tender Offer and the
Exchange Offer prior to the Expiration Time will include the
delivery of the related Consent, which will be counted for purposes
of meeting the Requisite Consent with respect to the Proposed
Amendments. The Tender Offer will be funded with $12.5 million of
cash from the balance sheet and proceeds from the New Notes (as
defined below).
In connection with the Exchange Offer, the Company intends to offer
$30 million aggregate principal amount of 11.000% Superpriority
Senior Secured Notes due August 1, 2028, with participation open
pro rata to only Existing Noteholders who fully participate in the
Exchange. The New Notes Offer will be fully backstopped by a
majority holder of the Existing Notes. The New Notes Offer and the
Supporting Holders' obligation to backstop the New Notes Offer are
conditioned upon the consummation of the Offers and Consent
Solicitation as well as certain conditions in the Transaction
Support Agreement with respect to the backstop obligations. Each
recipient of New Notes will be entitled to receive a participation
premium equal to 3.0% of the aggregate principal amount of New
Notes purchased by such recipient, payable by the Company either,
in its sole discretion, in the form of in cash or in-kind in the
form of additional New Notes.
Simultaneously with the Exchange Offer, the Company is soliciting,
on the terms and subject to the conditions set forth in the
Exchange Offer Memorandum, consent from Existing Noteholders to
adopt certain proposed amendments to the indenture governing the
Existing Notes. The Proposed Amendments to the Existing Notes would
eliminate substantially all of the restrictive covenants as well as
certain events of default and related provisions therein applicable
to such series of Existing Notes for which the applicable Proposed
Amendments are adopted. In addition, the Proposed Amendments will
release all liens on the collateral securing the Existing Notes.
The Proposed Amendments to the Existing Indenture governing the
Existing Notes requires, in the case of the elimination of
covenants and default conditions, the Consent of holders of a
majority in aggregate principal amount of the Existing Notes
outstanding (excluding any Existing Notes held by the Company or
its affiliates) and, in the case of the release of liens, the
Consent of holders of two-thirds in aggregate principal amount of
the Existing Notes. Any Existing Noteholder who tenders Existing
Notes pursuant to an Exchange Offer or the Tender Offer must also
deliver a corresponding Consent to all of the Proposed Amendments
of the Existing Notes pursuant to the related Consent Solicitation.
Existing Noteholders may not deliver Consent without tendering
their Existing Notes in the Offers.
The New Notes will be issued under a new indenture and will be
fully and unconditionally secured by substantially all of the
assets, other than certain excluded property of the Company and the
guarantors on a senior secured first-priority lien basis, subject
to certain exceptions, limitations and permitted liens. The New
Notes Offer is expected to close on October 4, 2024, subject to
customary conditions.
The Exchange Notes will be issued under a new indenture and will be
fully and unconditionally secured by liens on the Collateral on a
senior secured second-priority lien basis, subject to certain
exceptions, limitations and permitted liens. The Exchange Offer is
expected to close on October 4, 2024, subject to customary
conditions.
A full-text copy of the Company's report filed on Form 8-K with the
Securities and Exchange Commission is available at:
https://tinyurl.com/47dx5ck
About Beasley
Naples, Florida-based Beasley Broadcast Group, Inc. was founded in
1961 and owns 61 AM and FM stations in 14 large- and mid-size
markets in the United States. Beasley reaches approximately 29
million unique consumers weekly over the air, online, and on
smartphones and tablets, and millions regularly engage with the
Company's brands and personalities through digital platforms such
as Facebook, Twitter, text, apps, and email.
* * *
In September 2024, S&P Global Ratings lowered its Company credit
rating on U.S.-based Beasley Broadcast Group Inc. to 'CC' from
'CCC+' and its issue-level rating on its senior secured notes to
'CC' from 'CCC+'.
Beasley has announced a debt restructuring under which it proposes
to extend the maturity of its senior secured notes to 2028 from
2026, offer to buy up to $68 million of its existing senior secured
notes due 2026 at a material discount to par, and issue $30 million
of new super-priority senior secured notes due 2028.
The negative outlook reflects that, upon the completion of the
transaction, S&P expects to lower its Company credit rating on the
company to 'SD' (selective default) and its issue-level rating on
its senior secured notes to 'D'.
S&P said, "We view the proposed restructuring as distressed and
tantamount to a default. In our view, the proposed debt
restructuring is distressed because Beasley's lenders will receive
less than they were originally promised. In addition, absent the
proposed transaction, the company's leverage is currently elevated
at about 10x and we have little visibility into its ability to
materially improve its leverage ahead of its 2026 debt maturity,
given the secular and cyclical challenges facing the broadcastradio
industry."
BETTER CHOICE: To Acquire SRx Health for Approximately $125 Million
-------------------------------------------------------------------
Better Choice Company Inc. announced Sept. 3, 2024, the signing a
definitive agreement to acquire SRx Health Solutions Inc., a
provider of innovative healthcare solutions, in an all-stock
transaction for approximately $125 million.
SRx Health operates one of the largest specialty pharmacy networks
in Canada with 35 specialty pharmacy locations, 40 specialty
health/infusion clinics, 4 clinical trial sites and 2 wholesale
distribution facilities. SRx Health is only one of a few specialty
pharma operators in Canada with a network that extends across
Canada, making it one of the most accessible providers of specialty
healthcare in the country. SRx Health in 2023 generated C$161.5
million in revenue and C$11.4 million in pro forma Adjusted
EBITDA.
Better Choice will continue to operate its portfolio of established
premium and super-premium pet products under the Halo brand. Upon
closing, Better Choice will emerge as a leading global health and
wellness company by providing products and solutions for families
to make better choices. The combined entity will leverage
operational synergies including infrastructure and distribution, as
well as implement growth strategies across both entities to launch
into new verticals and geographies.
Michael Young, Chairman of Better Choice, commented, "This is a
transformational acquisition for Better Choice. Adesh and his team
at SRx Health have done an exceptional job of building their
specialty pharmacy network in Canada from the ground up with steady
revenue and cash flow growth year-over-year. Upon closing, there
are immediate operational and growth synergies, estimated to be in
excess of $1.7 million, that we plan to implement to accelerate
growth of the combine company."
About the Proposed Transaction, Management and Organization
Under the terms of the arrangement agreement, each share of SRx
Health common stock issued and outstanding will be converted into
common stock (or shares of the Canadian surviving corporation that
will be exchangeable into shares of common stock) of Better Choice.
The exchange ratio for conversion of the SRx common stock into
Better Choice common stock (or the exchangeable share equivalent)
will be determined based on the 30-day volume weighed average price
of the common stock of Better Choice subject to an aggregate share
collar, with any resulting fractional shares to be rounded to the
nearest whole share. At the effective time of the acquisition,
securityholders of SRx Health will own approximately 85% of the
combined company and securityholders of Better Choice will own
approximately 15% of the combined company, on a fully diluted
basis. As part of the transaction, Better Choice will spin-out 8%
of the issued and outstanding capital stock of its subsidiary,
Halo, Purely For Pets, Inc., to Better Choice stockholders
immediately prior to the effective time of the transaction. The
transaction has been approved by the Board of Directors of both
companies. The closing of the transaction is subject to customary
closing conditions, including the receipt of required stockholder
approvals from SRx Health and Better Choice. The transaction is
expected to close in the fourth quarter of 2024.
The combined company's Board of Directors following the
consummation of the transaction will consist of five members
including Adesh A. Vora, Pharm. D., as Chairman, Michael Young,
Lionel Conacher, Kent Cunningham, and David White.
The combined company will be led by Adesh A. Vora, the founder,
President, and CEO of SRx Health, as Chief Executive Officer of
Better Choice. Mr. Vora brings over 24 years of pharmacy and
healthcare experience to SRx and leads the company with both a deep
knowledge of and passion for the Canadian healthcare system. Since
SRx's inception in 2013, Adesh has successfully grown the company
from just one specialty pharmacy into a national, comprehensive
healthcare service provider. He proudly serves on the board of
directors of the Neighbourhood Pharmacy Association of Canada, and
as President of the board of Seva International Charitable
Foundation. Adesh holds a Doctor of Pharmacy degree from the
University of Illinois and has completed Alumni Programs at Harvard
Business School and the Massachusetts Institute of Technology Sloan
School of Management.
Dave Sohi, CA, CPA, CBV, currently CFO of SRx Health, will be
appointed President of Better Choice. Kent Cunningham, current CEO
of Better Choice, will be appointed as CEO of the Halo business
unit. Nina Martinez will remain in her role as CFO of Better
Choice.
Meister Seelig & Fein PLLC and Wildeboer Dellelce LLP are serving
as legal counsel to Better Choice. ThinkEquity is serving as
advisor to SRx. Dorsey & Whitney LLP and Borden Ladner Gervais LLP
are serving as legal counsel to SRx Health.
About Better Choice
Better Choice Company Inc. - https://www.betterchoicec -- is
headquartered in Tampa, Florida, and focuses on pet health and
wellness. The Company offers a broad portfolio of pet health and
wellness products for dogs and cats sold under its Halo brand
across multiple forms, including foods, treats, toppers, dental
products, chews, and supplements. The Company has a demonstrated,
multi-decade track record of success and are well positioned to
benefit from the mainstream trends of growing pet humanization and
consumer focus on health and wellness. The Company's products
consist of kibble and canned dog and cat food, freeze-dried raw dog
food and treats, vegan dog food and treats, oral care products and
supplements.
BDO USA, P.C., based in Tampa, Florida, issued a "going concern"
qualification in its report dated April 12, 2024, citing that the
Company has continually incurred operating losses, has an
accumulated deficit and failed to meet certain financial covenants
as of December 31, 2023. These matters create substantial doubt
about the Company's ability to continue as a going concern for a
period of twelve months from the date these consolidated financial
statements are issued.
"The Company is subject to risks common in the pet wellness
consumer market including, but not limited to, dependence on key
personnel, competitive forces, successful marketing and sale of its
products, the successful protection of its proprietary
technologies, ability to grow into new markets, and compliance with
government regulations. The Company has historically incurred
losses and expect to continue to generate operating losses and
consume cash resources in the near term. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern for a period of twelve months from the date these
interim condensed consolidated financial statements are issued,
meaning that we may be unable to generate sufficient operating cash
flows to pay our short-term obligations. The Company will need to
either raise additional capital or obtain additional financing to
maintain sufficient liquidity. There can be no assurance that the
Company will be successful in raising additional capital, renewing
or refinancing its existing debt or securing new financing. If
the Company is unsuccessful in doing so, it may need to reduce the
scope of its operations or sell certain assets," the Company said
in its Quarterly Report for the period ended June 30, 2024.
BIOLASE INC: Faces Stock Delisting From Nasdaq
----------------------------------------------
Biolase, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on Sept. 4, 2024, the Nasdaq Stock Market
LLC publicly announced it had determined to commence proceedings to
delist the Company's common stock, which was suspended from trading
on Nasdaq since June 20, 2024 and has not traded on Nasdaq since
such time.
On June 17, 2024, Nasdaq notified the Company that the Nasdaq
Hearings Panel had determined to delist the Company's common stock
upon the expiration of applicable appeal periods due to the
Company's non-compliance with Nasdaq Listing Rules 5550(a)(2) and
5550(b).
Since June 20, 2024, the Company's common stock has traded under
the symbol "BIOL" on the OTCQB Venture Market. The Nasdaq
Delisting has no immediate effect on the listing or trading of the
Company's common stock on OTCQB.
About Biolase Inc.
BIOLASE -- http://www.biolase.com-- is a provider of advanced
laser systems for the dental industry. The Company develops,
manufactures, markets, and sells laser systems that provide
significant benefits for dental practitioners and their patients.
The Company's proprietary systems allow dentists, periodontists,
endodontists, pediatric dentists, oral surgeons, and other dental
specialists to perform a broad range of minimally invasive dental
procedures, including cosmetic, restorative, and complex surgical
applications. The Company's laser systems are designed to provide
clinically superior results for many types of dental procedures
compared to those achieved with drills, scalpels, and other
conventional instruments.
Irvine, Calif.-based Macias Gini & O'Connell, LLP, the Company's
auditor since 2023, issued a "going concern" qualification in its
report dated March 21, 2024, citing that the Company has suffered
recurring losses from operations and has had negative cash flows
from operations for each of the three years ended Dec. 31, 2023.
This raises substantial doubt about the Company's ability to
continue as a going concern.
BIOSIG TECHNOLOGIES: Lowers Net Loss to $3.9MM in Fiscal Q2
-----------------------------------------------------------
BioSig Technologies, Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $3.9 million on $13,000 of total revenues for the three
months ended June 30, 2024, compared to a net loss of $11.1 million
with no revenues for the three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $7.3 million on $27,000 of total revenues, compared to a
net loss of $18.5 million on $5,000 of total revenues for the same
period in 2023.
As of June 30, 2024, the Company had cash of $2.1 million and
working capital deficit of $0.6 million. During the six months
ended June 30, 2024, the Company used net cash in operating
activities of $2.8 million. These balances create a liquidity
concern, which in turn raises substantial doubt about the Company's
ability to continue as a going concern.
The Company's primary source of operating funds since inception has
been cash proceeds from sale of equity securities and issuance of
debt. The Company has experienced net losses and negative cash
flows from operations since inception and expects these conditions
to continue for the foreseeable future.
The Company's plans include the continued commercialization of the
PURE EP System and other applications of our core technology and
raising capital through the sale of additional equity securities,
debt or capital inflows from strategic partnerships. The Company's
strategic shift to potentially hiring a team of an additional 4-6
persons to execute a business development strategy of finding
partners for the commercialization of PURE EP, develop new products
in the field of Pulse Field Ablation and to continue to integrate
PURE EP into today's lab equipment will allow the Company to
significantly reduce operating expenses.
The Company will require additional financing to fund future
operations. Further, although the Company began commercial
operations, there is no assurance that the Company will be able to
generate sufficient cash flow to fund operations. In addition,
there can be no assurance that the Company's continuing research
and development will be successfully completed or that any
additional products will be commercially viable.
As of June 30, 2024, the Company had $3.1 million in total assets,
$3 million in total liabilities, $105,000 in Series C 9%
convertible preferred stock, and $11,000 in total equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/2p8capzz
About BioSig Technologies
Westport, Conn.-based BioSig Technologies, Inc. was initially
incorporated on February 24, 2009, under the laws of the State of
Nevada and subsequently re-incorporated in the state of Delaware in
2011. The Company is principally devoted to improving the standard
of care in electrophysiology with its PURE EP System's enhanced
signal acquisition, digital signal processing, and analysis during
ablation of cardiac arrhythmias.
BIOXCEL THERAPEUTICS: Proposes Protocol for TRANQUILITY Trial
-------------------------------------------------------------
BioXcel Therapeutics, Inc., reported in a Form 8-K filed with the
Securities and Exchange Commission that on Sept. 5, 2024, it
submitted to the U.S. Food and Drug Administration (FDA) the
Company's proposed protocol for its TRANQUILITY In-Care pivotal
Phase 3 trial designed to evaluate the efficacy and safety of a 60
mcg dose of BXCL501 for agitation associated with Alzheimer's
dementia.
About BioXcel Therapeutics
Headquartered in New Haven, Conn., BioXcel Therapeutics, Inc., is a
biopharmaceutical company utilizing artificial intelligence to
develop transformative medicines in neuroscience and, through the
Company's wholly owned subsidiary, OnkosXcel Therapeutics LLC,
immuno-oncology. The Company is focused on utilizing cutting-edge
technology and innovative research to develop high-value
therapeutics aimed at transforming patients' lives. The Company
employ various AI platforms to reduce therapeutic development costs
and potentially accelerate development timelines.
Stamford, Conn.-based Ernst & Young LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated March 22, 2024, citing that the Company has suffered
recurring losses from operations, has used significant cash in
operations, and has stated that substantial doubt exists about the
Company's ability to continue as a going concern.
BITECH TECHNOLOGIES: Raises Going Concern Doubt
-----------------------------------------------
Bitech Technologies Corporation disclosed in a Form 10-Q Report
filed with the U.S. Securities and Exchange Commission for the
quarterly period ended June 30, 2024, that there is substantial
doubt about its ability to continue as a going concern.
The Company had net loss of $822,900 for the three months ended
June 30, 2024, compared to a net loss of $222,429 for the three
months ended June 30, 2023. Net loss for the six months ended June
30, 2024 was $1,136,407, compared to a net loss of $454,507 for the
six months ended June 30, 2023.
As of June 30, 2024, and December 31, 2023, the Company had total
current liabilities of $1,123,426 and $35,229, respectively, and
current assets of $1,147,684 and $163,417, respectively, to meet
its current obligations. As of June 30, 2024, it had working
capital of $24,258, a decrease of working capital of $103,930 as
compared to December 31, 2023, driven primarily by $943,500
deferred revenue recorded related to cash provided from the sale of
solar projects and cash used in operations offset by $396,000 from
the sale of common stock.
For the six months ended June 30, 2024, cash provided by operations
was $599,267 which primarily included the deferred revenue payment
of $943,500 offset by the net loss of approximately $1,360,000
after adjustments for stock based compensation, $588,080, and stock
issued for services, $48,397.
Bitech said, "We have a history of operating losses. We have not
yet achieved profitable operations and expect to incur further
losses. We have funded our operations primarily from equity
financing. As of June 30, 2024, cash generated from financing
activities was not sufficient to fund our growth strategy in the
short-term or long-term. The primary need for liquidity is to fund
working capital requirements of the business, including operational
and development costs to develop and construct our planned BESS and
Solar projects that are part of the Development Project rights we
acquired upon completion of the acquisition of Emergen. As the
Development Projects are in their early phase of development, we
have not determined the amount of capital needed to complete their
development or operate them until sufficient cash is generated from
their operations. The primary source of liquidity has primarily
been private financing transactions. The ability to fund
operations, to make planned capital expenditures, to execute on the
development and commercialization of the Development Projects
depends on our ability to raise funds from debt and/or equity
financing which is subject to prevailing economic conditions and
financial, business and other factors, some of which are beyond our
control. There can be no assurance that additional financing will
be available to us when needed or, if available, that it can be
obtained on commercially reasonable terms."
"Since our inception, our expenses substantially exceeded our
revenue, resulting in continuing losses and an accumulated deficit
of approximately $3 million as of June 30, 2024. These financial
statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. These factors, among
others, raise substantial doubt about the Company's ability to
continue as a going concern for the next 12 months from the date
these financial statements were issued. These financial statements
do not include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts and
classification of liabilities that may be necessary should the
Company be unable to continue as a going concern. The Company's
continuation as a going concern is contingent upon its ability to
obtain additional financing and to generate revenue and cash flow
to meet its obligations on a timely basis. The Company will
continue to seek to raise additional funding through debt or equity
financing during the next twelve months from the date of issuance
of these financial statements. Management believes that actions
presently being taken to obtain additional funding provide the
opportunity for the Company to continue as a going concern. There
is no guarantee the Company will be successful in achieving these
objectives."
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/36n2c2y7
About Bitech Technologies
Newport Beach, Calif.-based Bitech Technologies Corporation [OTCQB:
BTTC] is a global technology solution enabler dedicated to
providing a suite of green energy solutions with an industry focus
on data centers, commercial and residential utility, EV
infrastructure, and other renewable energy initiatives.
As of June 30, 2024, the Company had $23,369,884 in total assets,
$1,123,426 in total current liabilities, and $22,246,458 million in
total stockholders' equity.
BOXLIGHT CORP: Posts $1.5 Million Net Loss in Fiscal Q2
-------------------------------------------------------
Boxlight Corporation filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $1.5 million on $38.5 million of net revenue for the three
months ended June 30, 2024, compared to a net loss of $811,000 on
$47.1 million of net revenue for the three months ended June 30,
2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $8.6 million on $75.6 million of net revenue, compared to a
net loss of $3.7 million on $88.2 million of net revenue for the
same period in 2023.
As of June 30, 2024, the Company had $138.7 million in total
assets, $102.8 million in total liabilities, $28.5 million in total
mezzanine equity, and $7.5 million in total stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/235eyucu
About Boxlight Corporation
Boxlight Corporation (Nasdaq: BOXL) -- http://www.boxlight.com/--
is a provider of interactive technology solutions under its brands
Clevertouch, FrontRow, and Mimio. Boxlight aims to improve
engagement and communication in diverse business and education
environments. Boxlight develops, sells, and services its integrated
solution suite including interactive displays, collaboration
software, audio solutions, supporting accessories, and professional
services.
Atlanta, Georgia-based Forvis, LLP, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
March 14, 2024, citing that the Company has identified certain
conditions relating to its outstanding debt and Series B Preferred
Stock that are outside the control of the Company. In addition, the
Company has generated recent losses. These factors, among others,
raise substantial doubt regarding the Company's ability to continue
as a going concern.
BURGERFI INTERNATIONAL: Case Summary & 30 Top Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: BurgerFi International, Inc.
d/b/a BurgerFi
d/b/a Anthony's Coal Fired Pizza
d/b/a Anthony's Coal Fired Pizza & Wings
f/k/a Opes Acquisition Corp.
200 E Las Olas Blvd
Suite 1400
Ft. Lauderdadle, FL 33301
Business Description: The Debtors develop, operate and franchise
restaurants under the BurgerFi and Anthony's
Coal Fired Pizza brands. BurgerFi provides
a fast-casual, "better burger" experience
using all-natural, high-quality ingredients
in modern, eco-friendly restaurants, while
Anthony's provides a premium-casual pizza
and wing restaurant centered around a 900-
degree coal-fired oven and fresh, never
frozen, high-quality ingredients. As of the
Petition Date, the Debtors operate 67
restaurants, franchise another 77
restaurants, and employ more than 2,100
persons.
Chapter 11 Petition Date: September 11, 2024
Court: United States Bankruptcy Court
District of Delaware
One hundred fifteen affiliates that concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
BurgerFi International, Inc. (Lead Case) 24-12017
BurgerFi International, LLC 24-12018
BurgerFi IP, LLC 24-12019
BF Restaurant Management LLC 24-12020
Hot Air, Inc. 24-12021
Plastic Tripod, Inc. 24-12022
ACFP Management, Inc. 24-12023
Anthony's Pizza Holding Company, LLC 24-12024
BurgerFi Management Services, LLC 24-12027
BF Orlando-Dr. Phillips, LLC 24-12028
BF Miami Beach - Meridian, LLC 24-12029
BF Miami Lakes, LLC 24-12030
BF Miramar, LLC 24-12031
BF Odessa, LLC 24-12032
BurgerFi Enterprises, LLC 24-12033
BF Tampa Bay, LLC 24-12034
BF Tampa-Channelside, LLC 24-12035
BF Altamonte Springs, LLC 24-12036
BF Tampa-Westchase, LLC 24-12037
BF Coral Springs, LLC 24-12038
BF Tallahassee Varsity, LLC 24-12039
Anthony's Coal Fired Pizza of South Tampa, LLC 24-12040
BF Hendersonville, LLC 24-12041
BF Hermitage, LLC 24-12042
Anthony's Coal Fired Pizza of Doral LLC 24-12043
BF City Place-West Palm, LLC 24-12044
BurgerFi-Delray Beach, LLC 24-12045
Anthony's Coal Fired Pizza of Pinecrest, LLC 24-12046
BF Naples Immokalee, LLC 24-12047
Anthony's Coal Fired Pizza of Cranberry, LLC 24-12048
BF Naples Tamiami, LLC 24-12049
Anthony's Coal Fired Pizza of Fair Lawn, LLC 24-12050
Anthony's Coal Fired Pizza of Wayne NJ LLC 24-12051
Anthony's Coal Fired Pizza of Marlboro LLC 24-12052
UES NY BurgerFi, LLC 24-12053
Anthony's Coal Fired Pizza of Mount Laurel, LLC 24-12054
Anthony's Coal Fired Pizza of McMurray, LLC 24-12055
BF Secaucus LLC 24-12056
BF Commack, LLC 24-12057
BF NY 82, LLC 24-12058
Anthony's Coal Fired Pizza of Springfield LLC 24-12059
BF Food Truck, LLC 24-12060
Anthony's Coal Fired Pizza of Wellington, LLC 24-12061
Anthony's Coal Fired Pizza of Exton, LLC 24-12062
Anthony's Coal Fired Pizza of Commack LLC 24-12064
BH Sauce, LLC 24-12065
Anthony's Coal Fired Pizza of Horsham, LLC 24-12066
Anthony's Coal Fired Pizza of Carle Place, LLC 24-12067
BF West Delray, LLC 24-12068
Anthony's Coal Fired Pizza of Wayne, LLC 24-12069
Anthony's Coal Fired Pizza of Woodbury, LLC 24-12070
BF LBTS, LLC 24-12071
Anthony's Coal Fired Pizza of Miami Lakes, LL 24-12072
BF Pembroke Pines, LLC 24-12073
Anthony's Coal Fired Pizza of Wantagh, LLC 24-12074
Anthony's Coal Fired Pizza of Wyomissing, LLC 24-12075
BGM Pembroke Pines, LLC 24-12076
ACFP/NYNJ Ventures LLC 24-12077
BF Jacksonville Town Center, LLC 24-12078
Anthony's Coal Fired Pizza of Bohemia, LLC 24-12079
Anthony's Coal Fired Pizza of Kendall, LLC 24-12080
Anthony's Coal Fired Pizza of Monroeville, LLC 24-12081
BF Jacksonville Riverside, LLC 24-12082
Anthony's Coal-Fired Pizza of Settler's Ridge, LLC 24-12083
Anthony's Coal Fired Pizza of Wynnewood LLC 24-12084
BF Delray- Linton, LLC 24-12085
Anthony's Coal Fired Pizza of North Tampa, LLC 24-12086
BF Pines City Center, LLC 24-12087
Anthony's Coal Fired Pizza of Trexlertown LLC 24-12088
BF Dania Beach, LLC 24-12089
Anthony's Coal Fired Pizza of Clearwater, LLC 24-12090
Anthony's Coal Fired Pizza of Blue Bell LLC 24-12091
Anthony's Coal Fired Pizza of Sand Lake, LLC 24-12092
BF Fort Myers - Daniels, LLC 24-12093
BF Boca Raton - Boca Pointe, LLC 24-12094
Anthony's Coal Fired Pizza of Brandon, LLC 24-12095
BF Boca Raton, LLC 24-12096
Anthony's Coal Fired Pizza of Cranston LLC 24-12097
BF Atlanta - Perimeter MarketPlace, LLC 24-12098
Anthony's Coal Fired Pizza of Altamonte Sprin 24-12099
BF Hallandale Beach, LLC 24-12100
BF Miami Beach-Collins, LLC 24-12101
Anthony's Coal Fired Pizza of Natick, LLC 24-12102
Anthony's Coal Fired Pizza of East Boca, LLC 24-12103
BF PBG, LLC 24-12104
BF Jupiter - Indiantown, LLC 24-12105
ACFP Boca MGT, LLC 24-12106
BF Wellington, LLC 24-12107
Anthony's Coal Fired Pizza of West Palm Beach, LLC 24-12108
Anthony's Coal Fired Pizza of North Lauderdale LLC 24-12109
BF Neptune Beach, LLC 24-12110
Anthony's Coal Fired Pizza of Bethesda LLC 24-12111
Anthony's Coal Fired Pizza of North Miami, LLC 24-12112
Anthony's Coal Fired Pizza of Miramar, LLC 24-12113
Anthony's Coal Fired Pizza of Delray Beach, L 24-12114
Anthony's Coal Fired Pizza of Pike Creek, LLC 24-12115
Anthony's Coal Fired Pizza of Littleton, LLC 24-12116
Anthony's Coal Fired Pizza of Wilmington, LLC 24-12117
Anthony's Coal Fired Pizza of Westwood, LLC 24-12118
Anthony's Coal Fired Pizza of Reading, LLC 24-12119
Anthony's Coal Fired Pizza of Aventura, LLC 24-12120
Anthony's Coal Fired Pizza of Clifton, LLC 24-12121
Anthony's Coal Fired Pizza of Edison, LLC 24-12122
Anthony's Coal Fired Pizza of Boca Raton, LLC 24-12123
Anthony's Coal Fired Pizza of Livingston, LLC 24-12124
Anthony's Coal Fired Pizza of Ramsey, LLC 24-12125
Anthony's Coal Fired Pizza of Coral Springs, 24-12126
Anthony's Coal Fired Pizza of Pembroke Pines, LLC 24-12127
Anthony's Coal Fired Pizza of Stuart LLC 24-12128
Anthony's Coal Fired Pizza of Palm Beach Gard 24-12129
Anthony's Coal Fired Pizza of Coral Gables, L 24-12130
Anthony's Coal Fired Pizza of Plantation, LLC 24-12132
Anthonys Coal-Fired Pizza, LLC 24-12133
Anthony's Sports Bar And Grill, LLC 24-12134
Anthony's Coal Fired Pizza of Weston, LLC 24-12135
Judge: Hon. Craig T Goldblatt
Debtors' Counsel: Thomas J. Francella, Jr., Esq.
RAINES FELDMAN LITTRELL LLP
1200 N. Broom Street
Wilmington, DE 19806
Phone: (302) 772-5805
Email: tfrancella@raineslaw.com
- and -
Hamid R. Rafatjoo, Esq.
Robert S. Marticello, Esq.
1900 Avenue of the Stars, 19th Floor
Los Angeles, CA 90067
Phone: (310) 440-4100
Email: hrafatjoo@raineslaw.com
rmarticello@raineslaw.com
- and -
Carollynn H.G. Callari, Esq.
David S. Forsh, Esq.
1350 Avenue of the Americas, 22nd Floor
New York, NY 10019
Phone: (917) 790-7109
Email: ccallari@raineslaw.com
dforsh@raineslaw.com
Debtors'
CRO Personnel
Provider: FORCE TEN PARTNERS LLC
Debtors'
Claims &
Noticing
Agent: BANKRUPTCY MANAGEMENT SOLUTIONS, INC.
D/B/A STRETTO
Estimated Assets
(on a consolidated basis): $50 million to $100 million
Estimated Liabilities
(on a consolidated basis): $100 million to $500 million
The petitions were signed by Jeremy Rosenthal as chief
restructuring officer.
Full-text copies of three of the Debtors' petitions are available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/4BZO4NI/BurgerFi_International_Inc__debke-24-12017__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/CB3VDGA/UES_NY_BurgerFi_LLC__debke-24-12053__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/JYRKZTI/BurgerFi_International_LLC__debke-24-12018__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 50 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. 9-27 Natick LLC Rent Undetermined
c/o Crospoint Associates
300 Third Ave
Suite 2
Waltham, MA 02451
Email: mredfern@finardproperties.com
2. Causeway Square, LLC Rent Undetermined
1801 NE 123rd St
Suite 300
North Miami, FL 33181
Email: ltauber@taubco.com
3. Centre Square Commons Power Rent Undetermined
120 N Pointe Blvd
Suite 301
Lancaster, PA 17601
Email: bpersinger@paramountrealty.com
4. Deno Dikeou Trust Rent Undetermined
543 N Wymore Rd
Suite 106
Maitland, FL 32751
Email: rachel@dikeourealty.com
5. Fairmont Residential Owner LLC Rent Undetermined
dba Windsor Bethesda
7770 Norfolk Ave
Bethesda, MD 20814
Email: akaye@cimgroup.com
6. Federal Realty Investmenttrust Rent Undetermined
1626 East Jefferson St
Rockville, MD 20852-4041
Email: jfischer@federalrealty.com
7. Palm Beach Marketplace LLC Rent Undetermined
1027 North Federal Mango Rd
Suite 225
Palm Beach, FL 33409
Email: lewis@dezielcompany.com
8. Kite Eagle Creek, LLC Rent Undetermined
30 S Meridian St
Suite 1100
Indianapolis, IN 46204
Email: rmcquinness@kiterealty.com
9. Creekside East Inc. Rent Undetermined
2600 Golden Gate Pkwy
Naples, FL 34105
Email: broddy@barroncollier.com
10. Atlantic Commons Commercial, LLC Rent Undetermined
1600 Sawgrass Corp Parkway
Suite 400
Sunrise, FL 33323
Email: david.dicaprio@glhomes.com
11. TA Pines City Center, LLC Rent Undetermined
201 E Las Olas Blvd
Suite 1200
Ft Lauderdale, FL 33301
Email: laura.giardi@stiles.com
12. Seminole Shoppes Rent Undetermined
One Independent Dr
Suite 114
Jacksonville, FL 32202-5019
Email: tekirriagilbert@regencycenters.com
13. Chasewood Plaza Rent Undetermined
One Independent Dr
Suite 114
Jacksonville, FL 32202-5019
Email: heathergilbert@regencycenters.com
14. Real Sub LLC Rent Undetermined
3300 Publix Corporate Pkwy
Lakeland, FL 33811
Email: taylor.mcauley@publix.com
15. Bond Street Fund 16, LLC Rent Undetermined
850 Morrison Dr
Suite 500
Charleston, SC 29403
Email: walker.m@bondstreetreit.com
16. Waverly Realty, LLC Rent Undetermined
1870 N Corporate Lakes Blvd
#266228
Weston, FL 33326
Email: filmanmanagement@gmail.com
17. RK Hallandale, LLP Rent Undetermined
RK Centers
17100 Collins Ave
Suite 225
Sunny Isles Beach, FL 33160
Email: dankatz@rkcenters.com
18. Meridian 1674, LLC Rent Undetermined
1111 Brickell Ave
Suite 2175
Miami, FL 33131
Email: tcalero@azoraexan.com
19. Garden City Owner LLC Rent Undetermined
33 Boylston St
Suite 3000
Chestnut Hill, MA 2467
Email: cathy.estey@wsdevelopment.com
morgan.hertenstein@wsdevelopment.com
20. Kensa Cranberry Associates LP Rent Undetermined
c/o Echo Real Estate Svcs Co
PO Box 25797
Tampa, FL 33630
Email: clegalnotices@echorealty.com
21. Clifton Lifestyle Center LLC Rent Undetermined
78 Okner Pkwy
Livingston, NJ 07039
Email: tstevens@briad.com
22. 200 W Cypress Creek Holdings LLC Rent Undetermined
6700 N Andrews Ave
Suite 106
Fort Lauderdale, FL 33309
Email: karla.barrera@am.jll.com
jeanne.baumgart@am.jll.com
23. Massachusetts Department Trade Claim Undetermined
Of Family And Medical Leave
PO Box 838
Lawrence, MA 08142
Fax: 617-855-6180
24. Dania Pointe Burger Guys Commercial Undetermined
11 S Pointe Dr Litigation
Dania Beach, FL 33004
25. US Foods Inc Trade Claim $1,681,667
9399 W Higgins Rd
Suite 1000
Rosemont, IL 60018
Email: adriana.mitchell@usfoods.com
chelsea.mcintosh@usfoods.com
26. Lion Point Capital Shareholder $675,000
250 W 55th St Litigation
33rd Floor
New York, NY 10019
Email: dcederholm@lionpoint.com
27. Sysco Corporation Trade Claim $390,639
1390 Enclave Pkwy
Houston, TX 77077
Email: carissa.scdoris@sysco.com
28. Produce Alliance Trade Claim $335,415
2275 Half Day Rd
Suite 337
Bannockburn, IL 60015
Email: paula.wade@producealliance.com
29. Newville Collaborative, LLC Professional $283,921
3600 Orchard Way Services
Minnestonka, MN 55305
Email: jason.newville@kosedigital.com
30. Holland & Knight Professional $261,777
100 N Tampa St Services
Suite 4100
Tampa, FL 33602
Email: enrique.conde@hklaw.com
bradley.houser@hklaw.com
david.wirt@hklaw.com
31. KPMG Professional $202,500
3 Chestnut Ridge Rd Services
Montvale, NJ 7645
Email: giovanniacosta@kpmg.com
32. Boca's Best Burgers Commercial $200,206
Attn: Michele Mccauley Litigation
3115 South Federal Hwy
Delray Beach, FL 33433
Email: bocamomof5@mac.com
deg52@comcast.net
33. Florida Blue Trade Claim $199,218
PO Box 1798
Jacksonville, FL 32231-0014
Fax: 813-806-1428
34. Hanna Essentials, Inc Trade Claim $185,000
1494 Kings Ln
Palo Alto, CA 94303
Email: sathish@strativ.co
35. Merge West Inc Trade Claim $171,256
200 East Randolph St
Suite 3450
Chicago, IL 60601
Email: ar@mergeworld.com
36. Mindstream Media Group, LLC Trade Claim $155,441
1717 Main St
40th Floor
Dallas, TX 75201
Email: akrueger@mindstreammediagroup.com
37. US Small Business Funded Debt $153,821
Administration
409 3rd St, SW
Washington, DC 20416
Email: covideidlservicing@sba.gov
38. Get Engaged Media LLC Trade Claim $139,562
PO BOX 52878
Atlanta, GA 30355
Email: accounting@getengagedmedia.com
39. Pembroke Lakes Square LLC Rent $109,772
101 Plaza Real South
Suite 200
Boca Raton, FL 33432
Email: leaseadministrator@rpg123.com
40. Edward Don & Company LLC Trade Claim $109,261
9801 Adam Don Pkwy
Woodridge, IL 60517-8136
Email: stephaniehidalgo@don.com
41. Kroll Professional $108,575
55 East 52nd St Services
17th Floor
New York, NY 10055
Email: don.levy@kroll.com
42. Saul Ewing LLP Professional $105,121
1500 Market St, Floor 38 Services
Philadelphia, PA 19102-2128
Email: joeli.weidman@saul.com
43. SG Family Corporation Professional $96,840
1185 Sixth Ave Services
10th Floor
New York, NY 10036
Email: davidm@solil.com
44. Advaion LLC Professional $92,393
1961 NW 150th Ave Services
Suite 201
Pembroke Pines, FL 33028
Email: pavan.satyaketu@advaion.com
45. Point-LC1 LLC Rent $90,925
c/o KeyPoint Partners, LLC
One Burlington Woods Dr
Burlington, MA 1803
Email: cserrano@keypointpartners.com
abusconi@keypointpartners.com
46. Universal Env Consulting Inc Trade Claim $90,541
266 Bangor St
Lindenhurst, NY 11757
Email: lgiaquinto@uecny.com
47. Marcum LLP Professional $89,370
One SE Third Ave Services
Suite 1100
Miami, FL 33131
Email: bryan.dees@marcumllp.com
48. Reach Pros, Inc Trade Claim $75,279
30700 Russelle Ranch Rd
Suite 250
Westlake Village, CA 91362
Email: billing@merchantcentric.com
49. Northboro Builders Inc. Trade Claim $69,239
126 E Luccerne Cir
Orlando, FL 32801
Email: info@northborobuilders.com
50. Velosio, LLC Trade Claim $61,905
5747 Perimeter Dr
Suite 200
Dublin, OH 43017
Email: staylor@velosio.com
BURLINGTON COAT: Moody's Ups CFR to Ba1 & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Ratings upgraded Burlington Coat Factory Warehouse Corp's
corporate family rating to Ba1 from Ba2, it's probability of
default rating to Ba1-PD from Ba2-PD. The rating of its existing
senior secured term loan B is affirmed at Ba1. Additionally,
Moody's assigned a Ba1 rating to Burlington's proposed new senior
secured term loan B7. Proceeds of the new senior secured term loan
B7 will be used to refinance the existing senior secured term loan
B. The company's speculative grade liquidity rating (SGL) remains
unchanged at SGL-1. The rating of the company's existing senior
secured term loan B will be withdrawn at closing. The outlook is
changed to stable from positive.
The upgrade of the CFR reflects Moody's expectation that
Burlington's margins and profitability will continue to improve in
the next 12-18 months as topline growth is driven by consumers
increasingly looking for value and continuing to trade down as
disposable income remains pressured by overall higher prices on
essentials such as housing and food. Moody's expect Burlington to
maintain debt/EBITDA around 3.0x in the next 12-18 months with
EBIT/interest at about 3.5x.
RATINGS RATIONALE
Burlington's Ba1 CFR reflects its conservative financial strategy
and very good liquidity with about $660 million of cash at the end
of its second quarter 2024. The rating is also supported by
Burlington's concentration in off-price retail, a segment which has
historically grown faster than other apparel related sub-sectors
and has performed relatively well during economic downturns when
consumers look for value. The ongoing difficult consumer spending
environment as a result of cautious consumer remains a headwind for
the company but Moody's believe that the company's off-price
business model and its favorable inventory sourcing environment
will also offset some of these pressures. Burlington's income
demographic skews toward lower-to-lower middle income consumers and
this demographic is highly price sensitive given the ongoing high
inflation in housing costs and food costs remain elevated. The
company's improved merchandising initiatives and real estate
expansion through smaller stores is likely to support a sustained
improvement in operating margins. The company still has a
relatively weaker competitive position, as it is still
significantly smaller with lower operating margins than its largest
peers — TJX and Ross Stores.
The stable outlook reflects Moody's expectation that operating
performance including operating margins and revenue will continue
to improve and that Burlington's new store growth plans will be
successful. The stable outlook also reflects that financial
strategy is expected to remain conservative and liquidity is
expected to remain very good.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade in ratings would require clearly articulated financial
strategies and a capital structure that will support an investment
grade rating as well as a geographically well diversified store
base. An upgrade will also require continued improvement in
operating performance including EBIT margin and revenues, such that
debt/EBITDA is sustained below 2.5x and EBIT/interest expense is
sustained above 5.0x. A ratings upgrade will also require
maintaining strong liquidity.
Ratings could be downgraded if overall operating performance
including EBIT margin deteriorates, such that debt/EBITDA is
sustained above 3.75x and EBIT/interest expense is sustained below
3.25x. A ratings downgrade could also occur in the event
Burlington's financial strategy was to become more aggressive or
its liquidity profile weakens.
Headquartered in Florence, NJ, Burlington Stores operates a
national chain of off-price retail stores, operating 1,057 stores
as of August 3, 2024, primarily under the Burlington Stores name.
LTM revenues were approximately $10 billion as of May 4, 2024.
The principal methodology used in these ratings was Retail and
Apparel published in November 2023.
CATHETER PRECISION: Reports Net Loss of $4.2MM in Fiscal Q2
-----------------------------------------------------------
Catheter Precision, Inc. filed with the U.S. Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $4.2 million on $93,000 of revenues for the three
months ended June 30, 2024, compared to a net loss of $1.6 million
on $96,000 of revenues for the three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $6.9 million on $175,000 of revenues, compared to a net
loss of $67.98 million on $181,000 of revenues for the same period
in 2023.
As of June 30, 2024, the Company had cash and cash equivalents of
approximately $16,000. For the six months ended June 30, 2024, the
Company used $3.6 million in cash for operating activities. The
Company has incurred recurring net losses from operations and
negative cash flows from operating activities since inception. As
of June 30, 2024, the Company had an accumulated deficit of
approximately $282.6 million.
Management expects operating losses and negative cash flows to
continue for the foreseeable future as the Company invests in its
commercial capabilities. These negative cash flows and additional
costs associated with the Merger paid during the year ended
December 31, 2023, have substantially depleted the Company's cash.
Following the Merger with Old Catheter, management further reduced
costs while assuming the operating costs of Old Catheter.
Management will continue to monitor its operating costs and seek to
reduce its current liabilities. Such actions may impair its ability
to proceed with certain strategic activities. As of June 30, 2024,
the Company had $16,000 of cash and cash equivalents. This amount
will not be sufficient to fund the Company's operations through the
end of August 2025. Because expected revenues are not adequate to
fund planned expenditures and anticipated operating costs beyond
such point, the Company has obtained an additional $850,000 in
bridge loans subsequent to June 30, 2024 and is currently
evaluating potential means of raising cash through future capital
transactions and additional bridge loans. If unable to do so, the
Company will be required to reduce its spending rate to align with
expected revenue levels and cash reserves, although there can be no
guarantee that it will be successful in doing so. Accordingly, the
Company will likely be required to raise additional cash through
debt or equity transactions and bridge loans to continue
operations. It may not be able to secure financing in a timely
manner or on favorable terms, if at all.
As a result of these factors, management has concluded that there
is substantial doubt about the Company's ability to continue as a
going concern for a period of one year after issuance of its
unaudited condensed consolidated financial statements.
As of June 30, 2024, the Company had $26.3 million in total assets,
$11.9 million in total liabilities, and $14.3 million in total
stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/4buvzypf
About Catheter Precision Inc.
Catheter Precision is a U.S.-based medical device company bringing
new solutions to market to improve the treatment of cardiac
arrhythmias. It is focused on developing groundbreaking technology
for electrophysiology procedures by collaborating with physicians
and continuously advancing its products. Reincorporated as Ra
Medical Systems, Inc. in Delaware in 2018, the Company changed its
name to Catheter Precision, Inc. on August 17, 2023.
During the year ended December 31, 2023, Catheter Precision
reported a net loss of $70.6 million, compared to a net loss of
$$26.9 million in 2022.
CEA INDUSTRIES: Recurring Losses Raise Going Concern Doubt
----------------------------------------------------------
CEA Industries Inc. disclosed in a Form 10-Q Report filed with the
U.S. Securities and Exchange Commission for the quarterly period
ended June 30, 2024, that there is substantial doubt about its
ability to continue as a going concern.
According to the Company, it continues to experience recurring
losses since its inception.
Overall, the Company recognized a net loss of $470,000 for the
three months ended June 30, 2024, as compared to a net loss of
$694,000 for the three months ended June 30, 2023, a decrease of
$224,000 or 32%. Net loss was $1,387,000 for the six months ended
June 30, 2024, as compared to a net loss of $1,125,000 for the six
months ended June 30, 2023, an increase of $262,000 or 23%. The
Company has an accumulated deficit of $38,577,000 as of June 30,
2024.
As a result, in order to continue as a going concern, the Company
has been reliant on the ability to obtain additional sources of
financing to fund growth. On February 15, 2022, the Company
received approximately $21,711,000 in net proceeds from completion
of an equity offering. Based on management's evaluation, the
proceeds from the Offering will be more than sufficient to fund any
deficiencies in working capital or cash flow from operations, and
the Company is confident that it will be able to meet its
obligations as they come due, and fund operations for at least 12
months after the issuance of its consolidated financial statements.
Accordingly, the conditions around liquidity and limited working
capital necessary to fund operations have been addressed.
However, the Company is continuing to evaluate merger and
acquisition opportunities and other alternatives for the future. As
part of that evaluative process, and as disclosed in the Form 8-K
filed on April 10, 2024, the Company is also considering the legal
procedure and practical steps for dissolving ourselves, which would
include a distribution of cash assets after creditors and other
corporate obligations have been accounted for and satisfied. For
any plan of dissolution, management and the board of directors will
need to formulate and adopt a plan of dissolution. Certain
transaction opportunities, depending on their structure, and any
plan of dissolution will require shareholder approval through a
proxy solicitation process.
In the event it is decided to implement a plan of dissolution, the
Company then will not be continuing as a going concern for at least
12 months from the date of issuance of the financial statements
thereafter. Accordingly, at such time, it would be management's
position that the Company would be in substantial doubt about its
ability to continue as a going concern for at least 12 months from
the date of issuance of those financial statements.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/kjv27trh
About CEA Industries
Louisville, Colo.-based CEA Industries Inc., formerly Surna Inc.,
was incorporated in Nevada on October 15, 2009. It designs,
engineers and sells environmental control and other technologies
for the Controlled Environment Agriculture industry. The CEA
industry is one of the fastest-growing sectors of the United
States' economy. In service of the CEA industry, the Company
provides CEA facilities with (i) air handling equipment and
systems, (ii) air sanitation products, (iii) LED lighting, and (iv)
benching and racking solutions for indoor cultivation.
As of June 30, 2024, the Company had $12,552,456 in total assets,
$1,608,672 in total liabilities, and $10,943,784 in total
stockholders' equity.
CHICKEN SOUP: To Be Delisted From Nasdaq Effective Sept. 16
-----------------------------------------------------------
The Nasdaq Stock Market LLC (the Exchange) disclosed in a 25-NSE
Report that it has determined to remove from listing the securities
of Chicken Soup for the Soul Entertainment, Inc., effective at the
opening of the trading session on September 16, 2024.
Based on review of information provided by the Company, Nasdaq
Staff determined that the Company no longer qualified for listing
on the Exchange pursuant to Listing Rules 5450(a)(1) and
5450(b)(1)(A). The Company was notified of the Staff determination
on March 25, 2024. On April 1, 2024, the Company exercised its
right to appeal the Staff determination to the Listing
Qualifications Hearings Panel (Panel) pursuant to Listing Rule
5815.
On April 18, 2024, the Company received an additional delist
determination pursuant to Listing Rule 5250(c)(1). On April 23, the
Company received an additional delist determination pursuant to
Listing Rule 5250(f). On June 3, upon review of the information
provided by the Company, the Panel determined to grant the Company
request to remain listed in the Exchange subject to a series of
milestones. On July 1, based on the Company failure to meet the
terms of the amended Decision, the Panel determined to delist the
Company. The Company securities were suspended on July 3, 2024.
The Company did not appeal the delist decision to the Nasdaq
Listing and Hearing Review Council (Council) and the Council did
not call the matter for review. The Staff determination to delist
the Company became final on August 15, 2024.
About Chicken Soup
Chicken Soup for the Soul Entertainment Inc. provides premium
content to value-conscious consumers. The Company is one of the
largest advertising-supported video-on-demand (AVOD) companies in
the United States, with three flagship AVOD streaming services:
Redbox, Crackle, and Chicken Soup for the Soul.
Chicken Soup for the Soul Entertainment and about 20 of its
affiliates sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del., Lead Case No. 24-11442) on June
28, 2024.
In the petition signed by Bart M. Schwartz, chief executive
officer, Chicken Soup disclosed total consolidated assets of
$414,075,844 and total consolidated liabilities of $970,002,065.
Ashby & Geddes, P.A., represents the Debtors as general bankruptcy
counsel and Reed Smith LLP serves as counsel too. Solomon Partners
acts as investment banker to the Debtor. Kroll Restructuring
Administration LLC serves as claims and noticing agent to the
Debtor.
CLEAN ENERGY: Has Deal to Sell $92K Convertible Note to Coventry
----------------------------------------------------------------
Clean Energy Technology, Inc., disclosed in a Form 8-K filed with
the Securities and Exchange Commission that on Aug. 22, 2024, it
entered into a securities purchase agreement with Coventry
Enterprises LLC, a Delaware limited liability company, pursuant to
which the Company agreed to issue and sell to Coventry a
convertible promissory note of the Company in the principal amount
of $92,000 for a purchase price of $80,000 plus an original issue
discount in the amount of $12,000. The Note provides for a
one-time interest charge of 10% of the principal amount equal to
$9,200. The Company shall make 10 payments, each in the amount of
$10,120 to Coventry. The first payment shall be due on Oct. 1,
2024 with nine subsequent payments due on the 1st day of each month
thereafter. Any amount of principal or interest on this Note which
is not paid when due shall bear a default interest at the rate of
22% per annum from the due date thereof until the same is paid.
The Company will issue 15,000 commitment shares of its Common Stock
to Coventry in connection with this transaction.
All or any part of the outstanding and unpaid amount under the Note
may be converted at any time following an event of default into
common stock of the Company, par value $0.001 per share, at the
conversion price of $1.60 per share or the per share price of any
issuance of the Company's stock within the 30 days before or after
the conversion, subject to anti-dilution adjustments and a
beneficial ownership limitation of 4.99% of Coventry and its
affiliates. Events of Default include failure to pay principal or
interest, bankruptcy of the Company, delisting of the Common
Stocks, and other events as set forth in the Note.
The Agreement provides customary representations, warranties and
covenants of the Company and Coventry.
About Clean Energy
Headquartered in Costa Mesa, California, Clean Energy Technologies,
Inc. -- http://www.cetyinc.com/-- develops renewable energy
products and solutions and establish partnerships in renewable
energy that make environmental and economic sense. The Company's
mission is to be a segment leader in the Zero Emission Revolution
by offering eco-friendly energy solutions, clean energy fuels and
alternative electric power for small and mid-sized projects in
North America, Europe, and Asia. The Company targets sustainable
energy solutions that are profitable for it, profitable for its
customers and represent the future of global energy production.
Diamond Bar, California-based TAAD, LLP, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated April 16, 2024, citing that the Company has an accumulated
deficit, a working capital deficit and negative cash flows from
operations. These factors, among others, raise substantial doubt
about the Company's ability to continue as a going concern.
COINBASE GLOBAL: Must Defend Investors' Suit Over SEC, Bankr. Risks
-------------------------------------------------------------------
Martina Barash of Bloomberg Law reports that a federal court has
ruled that Coinbase Global Inc. investors have sufficiently claimed
that the cryptocurrency platform misled them about the risk of SEC
action for operating an unregistered securities exchange.
Judge Brian R. Martinotti of the U.S. District Court for the
District of New Jersey stated on Thursday, September 5, 2024, that
some of the investors' claims regarding undisclosed risks related
to bankruptcy are also valid.
However, the court dismissed certain allegations about
misrepresentations concerning bankruptcy risks and Coinbase's
proprietary trading.
The case is titled In re Coinbase Glob., Inc. Sec. Litig., D.N.J.,
No. 2:22-cv-04915, dated 9/5/24.
About Coinbase Global
Coinbase Global, Inc. (NASDAQ: COIN), branded Coinbase, is an
American publicly traded company that operates a cryptocurrency
exchange platform. Coinbase is a distributed company; all employees
operate via remote work. It is the largest cryptocurrency exchange
in the United States in terms of trading volume.
CRYPTO CO: Borrows $120,000 Via Promissory Note With AJB Capital
----------------------------------------------------------------
The Crypto Company disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that it borrowed funds
pursuant to the terms of a Securities Purchase Agreement entered
into with AJB Capital Investments, LLC, and issued a Promissory
Note in the principal amount of $120,000 to AJB in a private
transaction for a purchase price of $108,000, each dated as of
August 28, 2024. In connection with the sale of the AJB Note, the
Company also paid certain fees and expenses of AJB. After payment
of the fees and expenses, the net proceeds to the Company were
$98,000, which will be used for working capital, to fund potential
acquisitions or other forms of strategic relationships, and other
general corporate purposes.
The maturity date of the AJB Note is February 28, 2025. The AJB
Note bears interest at a rate of 12% per calendar year from the
date of issuance. The interest shall accrue on a monthly basis and
is payable on the maturity date or upon acceleration or by
prepayment or otherwise. The Company may prepay the AJB Note at any
time without penalty. Under the terms of the AJB Note, the Company
may not issue additional debt that is not subordinate to AJB, must
comply with the Company's reporting requirements under the
Securities Exchange Act of 1934, and must maintain the listing of
the Company's common stock on the OTC Market or other exchange,
among other restrictions and requirements. The Company's failure to
make required payments under the AJB Note or to comply with any of
these covenants, among other matters, would constitute an event of
default. Upon an event of default under the AJB SPA or AJB Note,
the AJB Note will bear interest at the lesser of 18% per annum or
the maximum amount permitted under law, AJB may immediately
accelerate the AJB Note due date, AJB may convert the amount
outstanding under the AJB Note into shares of Company common stock
at a discount to the market price of the stock, and AJB will be
entitled to its costs of collection, among other penalties and
remedies.
The Company provided various representations, warranties, and
covenants to AJB in the AJB SPA. The Company's breach of any
representation or warranty, or failure to comply with the covenants
would constitute an event of default.
The Company also entered into a Security Agreement with AJB
pursuant to which the Company granted to AJB a security interest in
all of the Company's assets to secure the Company's obligations
under the AJB SPA and AJB Note.
The offer and sale of the AJB Note was made in a private
transaction exempt from the registration requirements of the
Securities Act of 1933, as amended, in reliance on exemptions
afforded by Section 4(a)(2) of the Securities Act and Rule 506(b)
of Regulation D promulgated thereunder.
About Crypto Company
Malibu, Calif.-based The Crypto Company --
https://www.thecryptocompany.com -- is engaged in the business of
providing consulting services and education for blockchain
technology and for the building of technological infrastructure and
enterprise blockchain technology solutions. During 2023, the
Company generated revenues and incurred expenses solely through
these consulting operations. In February 2022, the Company acquired
bitcoin mining equipment and entered into an arrangement with a
third party to host and operate the equipment. However, by the end
of 2022, the Company had exited that Bitcoin mining business.
Crypto Company reported a net loss of $4.92 million for the year
ended December 31, 2023, compared to a net loss of $5.66 million
for the year ended December 31, 2022. As of June 30, 2024, the
Company had $1,293,153 in total assets, $5,939,990 in total
liabilities, and $4,646,837 in total stockholders' deficit.
Lakewood, Colorado-based BF Borgers CPA PC, the Company's former
auditor, issued a "going concern" qualification in its report dated
April 16, 2024, citing that the Company has suffered recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.
On May 8, 2024, the Audit Committee of the Board of Directors of
the Company approved the dismissal of BF Borgers CPA PC as the
Company's independent registered public accounting firm after the
firm and its owner, Benjamin F. Borgers, were charged by the
Securities and Exchange Commission with deliberate and systemic
failures to comply with Public Company Accounting Oversight Board
(PCAOB) standards in its audits and reviews incorporated in more
than 1,500 SEC filings from January 2021 through June 2023; falsely
representing to their clients that the firm's work would comply
with PCAOB standards; fabricating audit documentation to make it
appear that the firm's work did comply with PCAOB standards; and
falsely stating in audit reports included in more than 500 public
company SEC filings that the firm's audits complied with PCAOB
standards. Borgers agreed to pay a $14 million civil penalty and
agreed to permanent suspensions from appearing and practicing
before the Commission as accountants, effective immediately.
On May 8, 2024, the Company engaged Bush & Associates CPA LLC as BF
Borgers' replacement. The decision to change independent registered
public accounting firms was made with the recommendation and
approval of the Audit Committee of the Company.
CRYPTO CO: CEO Ronald Levy Holds 27.14% Equity Stake as of Sept. 5
------------------------------------------------------------------
Ronald Levy, Chief Executive Officer, Interim Chief Financial
Officer, Chairman of the Board, Chief Operating Officer, and
Secretary of Crypto Co., disclosed in a Schedule 13D/A Report filed
with the U.S. Securities and Exchange Commission that as of
September 5, 2024, he beneficially owned 537,932,427 Shares of
Common Stock, and 10 Shares of Series A Preferred Stock,
representing 27.14% of the Common Stock and 100% of the Series A
Preferred Stock outstanding.
The 537,932,427 shares of Common Stock beneficially owned consist
of (i) 5,117,427 shares of Common Stock owned in the aggregate by
Redwood Fund LP and Imperial Strategies, LLC that may be deemed
indirectly beneficially owned by Mr. Levy, (ii) 531,565,000 shares
of Common Stock directly owned by Mr. Levy, and (iii) 1,250,000
vested options held by Mr. Levy. Each share of Common Stock
entitles the Reporting Person to one vote.
The 10 shares of Series A Preferred Stock beneficially owned are
directly owned by Mr. Levy. Each share of Preferred Stock entitles
the Reporting Person to 950,000,000 votes.
The aggregate percentage of Shares reported owned by Mr. Levy is
based upon: (i) 1,981,881,172 shares of Common Stock, which is the
total number of shares of Common Stock outstanding as reported in
the Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2024, filed with the SEC on August 19, 2024
and (ii) 10 shares of Preferred Stock, which is the total number of
shares of Preferred Stock outstanding as of September 5, 2024 as
determined by the Company.
A full-text copy of Mr. Levy's SEC report is available at:
https://tinyurl.com/3c2s79tv
About Crypto Company
Malibu, Calif.-based The Crypto Company --
https://www.thecryptocompany.com -- is engaged in the business of
providing consulting services and education for blockchain
technology and for the building of technological infrastructure and
enterprise blockchain technology solutions. During 2023, the
Company generated revenues and incurred expenses solely through
these consulting operations. In February 2022, the Company acquired
bitcoin mining equipment and entered into an arrangement with a
third party to host and operate the equipment. However, by the end
of 2022, the Company had exited that Bitcoin mining business.
Crypto Company reported a net loss of $4.92 million for the year
ended December 31, 2023, compared to a net loss of $5.66 million
for the year ended December 31, 2022.
Lakewood, Colorado-based BF Borgers CPA PC, the Company's former
auditor, issued a "going concern" qualification in its report dated
April 16, 2024, citing that the Company has suffered recurring
losses from operations that raise substantial doubt about its
ability to continue as a going concern.
On May 8, 2024, the Audit Committee of the Board of Directors of
the Company approved the dismissal of BF Borgers CPA PC as the
Company's independent registered public accounting firm after the
firm and its owner, Benjamin F. Borgers, were charged by the
Securities and Exchange Commission with deliberate and systemic
failures to comply with Public Company Accounting Oversight Board
(PCAOB) standards in its audits and reviews incorporated in more
than 1,500 SEC filings from January 2021 through June 2023; falsely
representing to their clients that the firm's work would comply
with PCAOB standards; fabricating audit documentation to make it
appear that the firm's work did comply with PCAOB standards; and
falsely stating in audit reports included in more than 500 public
company SEC filings that the firm's audits complied with PCAOB
standards. Borgers agreed to pay a $14 million civil penalty and
agreed to permanent suspensions from appearing and practicing
before the Commission as accountants, effective immediately.
On May 8, 2024, the Company engaged Bush & Associates CPA LLC as BF
Borgers' replacement. The decision to change independent registered
public accounting firms was made with the recommendation and
approval of the Audit Committee of the Company.
CRYPTO CO: Hikes Authorized Common Shares to 19 Billion
-------------------------------------------------------
The Crypto Company disclosed in a Form 8-K filed with the
Securities and Exchange Commission that effective Sept. 5, 2024,
the Company amended its Articles of Incorporation, to amend and
restate Sections 1 and 2 of Article 4 of the Articles to increase
the number of authorized shares of the Company's common stock from
2,000,000,000 to 19,000,000,000 and create a new class of stock,
par value $0.001 per share, designated as Series A Preferred Stock
consisting of 10 authorized shares, as set forth in Certificate of
Amendment to the Articles of Incorporation. Pursuant to the
Amendment, Common Stock and Preferred Stock are identical in all
respects, except that each share of Common Stock is entitled to one
vote and each share of Preferred Stock is entitled to 950,000,000
votes.
Effective Sept. 5, 2024, the Company entered into a stock agreement
with Ronald Levy, pursuant to which the Company issued a total of
10 shares of the Company's Series A preferred stock as a bonus to
the Recipient. The Recipient serves as the chief executive
officer, interim chief financial officer, chief operating officer,
Chairman of the Board, secretary, and a member of the Board of
Directors of the Company.
The shares of Preferred Stock were issued in a private transaction.
The shares of Preferred Stock described in this Current Report on
Form 8-K were offered and sold in reliance upon exemption from the
registration requirements under Section 4(a)(2) under the
Securities Act of 1933, as amended, and Rule 506(b) of Regulation D
promulgated thereunder. The Recipient had access to information
about the Company or is a person to whom the Company believes the
offer was exempt from registration.
About Crypto Company
Malibu, Calif.-based The Crypto Company --
https://www.thecryptocompany.com -- is engaged in the business of
providing consulting services and education for blockchain
technology and for the building of technological infrastructure and
enterprise blockchain technology solutions. During 2023, the
Company generated revenues and incurred expenses solely through
these consulting operations. In February 2022, the Company
acquired bitcoin mining equipment and entered into an arrangement
with a third party to host and operate the equipment. However, by
the end of 2022, the Company had exited that Bitcoin mining
business.
The Company has incurred significant losses and experienced
negative cash flows since inception. As of June 30, 2024, the
Company had cash of $31,386. In addition, the Company's net loss
was $2,791,981 for the six months ended June 30, 2024 and the
Company had a working capital deficit of $4,646,837. As of June
30, 2024, the accumulated deficit amounted to $47,238,583. As a
result of the Company's history of losses and financial condition,
there is substantial doubt about the ability of the Company to
continue as a going concern, the Company said in its Quarterly
Report for the period ended June 30, 2024.
CYANOTECH CORP: Michael Davis Holds 22.8% Stake as of Sept. 4
-------------------------------------------------------------
Michael A. Davis disclosed in Schedule 13D/A Report filed with the
U.S. Securities and Exchange Commission that as of September 4,
2024, Mr. Davis along with affiliated entities -- Janet J.
Johnstone, Nyracai Davis Irrevocable Trust, Nettizane J. Davis
Irrevocable Trust, Nettizane Johnstone Davis GST Exempt Trust,
Nyracai Johnstone Davis GST Exempt Trust, and The Michael Arlen
Davis Revocable Trust -- beneficially owned shares of Cyanotech
Corp.'s Common Stock:
(a) Mr. Davis: 1,613,931 shares (22.8%), which is inclusive of
1,303,773 shares held directly by the Revocable Trust, 31,250
shares held directly by Johnstone, 75,000 shares held directly by
the Nyracai Trust, 75,000 shares held directly by the Nettizanne
Trust, 58,000 shares held by Nettizanne GST Trust and 58,789 shares
held by Nyracai GST Trust. Each of Mr. Davis, the Revocable Trust,
Johnstone, the Nyracai Trust, the Nettizanne Trust, the Nettizanne
GST Trust, and the Nyracai GST Trust disclaims any beneficial
ownership in any Common Stock beneficially owned by the other
Reporting Persons, except to the extent of their respective
pecuniary interests therein.
b) Mr. Davis has the sole power to vote and dispose of 1,432,681
shares, including 12,119 shares held directly by Mr. Davis,
1,303,773 shares held directly by the Revocable Trust, of which Mr.
Davis is the sole trustee, 58,000 shares held by Nettizanne GST
Trust, of which Mr. Davis is the sole trustee, and 58,789 shares
held by Nyracai GST Trust, of which Mr. Davis is the sole trustee.
Mr. Davis may be deemed to share the power to vote and dispose of
181,250 shares of Common Stock as follows:
* 31,250 shares of Common Stock held directly by Johnstone,
the spouse of Mr. Davis;
* 75,000 shares held by the Nyracai Trust, of which Mr. Davis
and Wells Fargo are co-trustees; and
* 75,000 shares held by the Nettizanne Trust, of which Mr.
Davis and Wells Fargo are co-trustees.
Johnstone has the sole power to vote and dispose of 31,250 shares
of Common Stock held by her, and she may be deemed to share the
power to vote and dispose of 12,119 shares of Common Stock held by
Mr. Davis, the spouse of Johnstone.
The Revocable Trust, of which Mr. Davis is the sole trustee, has
the sole power to vote and dispose of 1,303,773 shares.
Nettizanne GST Trust, of which Mr. Davis is the sole trustee, has
the sole power to vote and dispose of 58,000 shares.
Nyracai GST Trust, of which Mr. Davis is the sole trustee has the
sole power to vote and dispose of 58,789 shares.
(c) The following transactions in shares of Common Stock of the
Company were effected within 60 days before the filing of this
Amendment or since the most recent filing of Schedule 13D,
whichever is less:
On September 4, 2024, the Revocable Trust received 37,037 shares of
the Common Stock from the Company representing shares of restricted
stock paid to Mr. Davis as director fees. On each of August 15, 16,
19, 20, 21, 22, 23, 26, 27, 28, 29, 30, September 3, and 4, 2024
the Revocable Trust purchased in open market purchases 5,000 shares
of the Common Stock at a price respectively of $0.75 per share,
$0.85 per share, $0.89 per share, $0.87 per share, $0.75 per share,
$0.76 per share, $0.84 per share, $0.77 per share, $0.80 per share,
$0.79 per share, $0.75 per share, $0.79 per share, $0.79 per share,
and $0.85 per share. All of such purchases were made pursuant to a
programmed plan of transactions adopted on March 6, 2024 pursuant
to SEC Rule 10b5-1(c).
A full-text copy of Mr. Davis' SEC Report is available at:
https://tinyurl.com/ys4yxm78
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.
DELTA APPAREL: Court Delays $38.7M Bankruptcy Sale of Salt Life
---------------------------------------------------------------
Alex Wolf of Bloomberg Law reports that the $38.7 million sale of
beachwear brand Salt Life has been delayed for a week after a
Delaware bankruptcy judge ruled that the company must provide more
thorough notice regarding the proposed buyers' plan to close down
the brand's retail stores.
Creditors of Delta Apparel Inc., the owner of Salt Life, have been
granted additional time to review the proposed sale to Iconix
International Inc., a brand management firm, and Hilco Merchant
Resources LLC, an asset liquidation specialist.
Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware made this decision during a Thursday,
September 5, 2024, hearing.
About Delta Apparel
Headquartered in Duluth, Georgia, Delta Apparel, Inc. --
https://www.deltaapparelinc.com -- is a vertically integrated,
international apparel company with approximately 6,800 employees
worldwide. The Company designs, manufactures, sources, and markets
a diverse portfolio of core activewear and lifestyle apparel
products under its primary brands of Salt Life, Soffe, and Delta.
The Company specializes in selling casual and athletic products
through a variety of distribution channels and tiers, including
outdoor and sporting goods retailers, independent and specialty
stores, better department stores and mid-tier retailers, mass
merchants, eRetailers, the U.S. military, and through its
business-to business digital platform.
Delta Apparel sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Case No. 24-11469) on June 30, 2024. In the
petition signed by J. Tim Pruban, as chief restructuring officer,
the Debtor reports estimated assets and liabilities between $100
million and $500 million each.
The Debtor is represented by:
Christopher A. Ward, Esq.
Polsinelli PC
2750 Premier Parkway
Suite 100
Duluth, GA 3009
DIOCESE OF ROCKVILLE: Says Interstate Holding Up Abuse Settlement
-----------------------------------------------------------------
Evan Ochsner of Bloomberg Law reports that a bankrupt New York
Catholic diocese and sex abuse claimants have agreed to financial
terms of a deal that would compensate victims for abuse perpetrated
by church leaders, a long-awaited breakthrough in a case that has
been stalled for more than a year.
According to Bloomberg Law, Jones Day lawyer Corinne Ball,
representing Long Island's Roman Catholic Diocese of Rockville
Centre, told a bankruptcy court Wednesday, Sept. 11, 2024, that the
diocese and a committee representing abuse claimants had agreed to
the cornerstone of a plan that would compensate survivors.
Newsday, in Melville, New York, reported Sept. 12 that the Diocese
of Rockville Centre and hundreds of survivors of clergy sex abuse
are close to reaching a settlement, nearly four years after the
church declared bankruptcy.
Neither side disclosed details of the potential deal during a
hearing Wednesday in federal bankruptcy court in Manhattan but both
said the only obstacle to an agreement is receiving a final offer
from one insurance company.
In a statement after the court hearing, the Diocese said, "Judge
Glenn admonished the Interstate Insurance Company to submit its
final offer, since the Creditors' Committee and the Diocese have
come to a tentative agreement on the terms of a potential
settlement of the bankruptcy case."
Corrine Ball, the lead attorney for the diocese, said that "after
nearly four years ... we have the cornerstone of a resolution of
this case and providing relief to survivors."
According to Newsday, U.S. Bankruptcy Court Judge Martin Glenn on
Wednesday expressed irritation with the insurance company,
Interstate, for holding up the settlement, and ordered one of its
representatives to get the company’s top executives to New York
next week for a face-to-face meeting with mediators and other
parties to settle the issue.
"It's completely unacceptable to me that one insurer is keeping
this immensely consequential case of such great importance" from
reaching a conclusion, Glenn said.
"This has to come to an end," he added. "I want a date and time
and the names of the decision-makers. It's got to happen next
week."
He suggested he would take action if Interstate executives did not
appear.
A representative for Interstate said in court that the company was
doing all it could to come up with its final offer, and that the
process had to go through the chain of command.
In an interview after the court hearing, Stang said he did not
expect the Interstate issue to derail the overall settlement.
Lawyers for the survivors have in the past proposed a $450 million
settlement to be paid out among more than 500 survivors. The
diocese has offered $200 million.
About The Roman Catholic Diocese
of Rockville Centre, New York
The Roman Catholic Diocese of Rockville Centre, New York, is the
seat of the Roman Catholic Church on Long Island. The Diocese has
been under the leadership of Bishop John O. Barres since February
2017. The State of New York established the Diocese as a religious
corporation in 1958. The Diocese is one of eight Catholic dioceses
in New York, including the Archdiocese of New York. The Diocese's
total Catholic population is approximately 1.4 million, roughly
half of Long Island's total population of 3.0 million. The Diocese
is the eighth largest diocese in the United States when measured by
the number of baptized Catholics.
To deal with sexual abuse claims, the Roman Catholic Diocese of
Rockville Centre, New York, filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020, listing as much as
$500 million in both assets and liabilities. Judge Martin Glenn
oversees the case.
The Diocese tapped Jones Day as legal counsel, Alvarez & Marsal
North America, LLC, as restructuring advisor, and Sitrick and
Company, Inc., as communications consultant. Epiq Corporate
Restructuring, LLC is the claims agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the Diocese's Chapter 11 case. The committee
tapped Pachulski Stang Ziehl & Jones, LLP and Ruskin Moscou
Faltischek, PC as its bankruptcy counsel and special real estate
counsel, respectively.
Robert E. Gerber, the legal representative for future claimants of
the Diocese, is represented by the law firm of Joseph Hage
Aaronson, LLC.
DODGE CONSTRUCTION: Fails to Reach Debt Deal With Lenders
---------------------------------------------------------
Reshmi Basu of Bloomberg News reports that Dodge Construction
Network and its lenders have ended confidential discussions on how
to tackle the company's debt without a deal, according to people
familiar with the situation.
Some creditors entered into non-disclosure agreements with Dodge
aimed at restructuring debt and providing fresh liquidity, said
some of the people, who asked not to be identified discussing a
private matter. But the two sides couldn't reach a deal and the
private talks have ended, they added.
A proposal called for below-par exchanges to help reduce some of
Dodge's $600 million in debt liabilities, Bloomberg reported in
July, Bloomberg Law reports.
About Dodge Construction Network
Headquartered in Bedford, MA, Dodge Construction Network is a
provider of commercial construction project data, market
forecasting and analytics services, advertising and marketing
solutions, and workflow integration solutions for the North
American pre-construction industry. The company is owned by
Symphony Technology Group and Clearlake Capital Group, L.P.
E&J PROPERTIES: Starts Subchapter V Bankruptcy Proceeding
---------------------------------------------------------
E&J Properties LLC filed Chapter 11 protection in the Northern
District of Alabama. According to court filing, the Debtor reports
between $1 million and $10 million in debt owed to 1 and 49
creditors. The petition states funds will not be available to
unsecured creditors.
About E&J Properties LLC
E&J Properties LLC is engaged in activities related to real
estate.
E&J Properties LLC sought relief under Subchapter V of Chapter 11
of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-02477) on
August 16, 2024. In the petition signed by Brian E. Sanders, as
managing member, the Debtor reports between $1 million and $10
million each.
The Honorable Bankruptcy Judge Tamara O. Mitchell oversees the
case.
The Debtor is represented by:
Anthony Brian Bush, Esq.
THE BUSH LAW FIRM, LLC
3198 Parliament Cir Ste 302
Montgomery AL 36116
Tel: (334) 263-7733
E-mail: abush@bushlegalfirm.com
E.L. 27 REALTY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: E.L. 27 REALTY LLC
11 Leo's Lane
Southampton NY 11968
Business Description: The Debtor is engaged in activities related
to real estate.
Chapter 11 Petition Date: September 11, 2024
Court: United States Bankruptcy Court
Eastern District of New York
Judge: Hon.Jil Mazer-Marino
Debtor's Counsel: Joshua R Bronstein, Esq.
JOSHUA BRONSTEIN
114 Soundview Drive
Port Washington, NY 11050
Tel: 516-698-0202
Email: Jbrons5@yahoo.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Elizabeth Lowe as authorized
representative of the Debtor.
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/7OQGVCY/EL_27_REALTY_LLC__nyebke-24-43763__0001.0.pdf?mcid=tGE4TAMA
EASTSIDE DISTILLING: Falls Short of Nasdaq Minimum Bid Price Rule
-----------------------------------------------------------------
Eastside Distilling, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that it received a
deficiency letter from the Listing Qualifications Department of the
Nasdaq Stock Market notifying the Company that for the 32
consecutive business days prior to August 29, 2024, the closing bid
price for its Common Stock was below the minimum $1.00 per share
requirement for continued inclusion on the Nasdaq Capital Market
pursuant to Nasdaq Listing Rule 5550(a)(2)
The notification has no immediate effect on Eastside Distilling's
Nasdaq listing. In accordance with Nasdaq rules, Eastside
Distilling has been provided a period of 180 calendar days, or
until February 25, 2025, to regain compliance with the Bid Price
Requirement. If, at any time before the Compliance Date, the
closing bid price for the Common Stock is at least $1.00 for a
minimum of 10 consecutive business days, the Staff will provide
Eastside Distilling written confirmation of compliance with the Bid
Price Requirement.
If Eastside Distilling does not regain compliance by the Compliance
Date, the Company may be eligible for an additional grace period
if, as of the Compliance Date, the Company meets the continued
listing requirement for market value of publicly held shares and
all other initial listing standards for the Nasdaq Capital Market,
with the exception of the minimum bid price requirement.
If Eastside Distilling does not regain compliance with the Bid
Price Requirement by the Compliance Date and is not eligible for an
additional compliance period at that time, the Staff will provide
written notification to Eastside Distilling that the Common Stock
will be subject to delisting. At that time, Eastside Distilling may
appeal the Staff's delisting determination to a Nasdaq Hearings
Panel.
Eastside Distilling intends to monitor the closing bid price of the
Common Stock and will consider available options if the Common
Stock does not trade at a level likely to result in the Company
regaining compliance with the Bid Price Requirement by the
Compliance Date.
About Eastside Distilling
Headquartered in Portland, Oregon, Eastside Distilling, Inc. has
been producing craft spirits in Portland, Oregon since 2008. The
Company is distinguished by its highly decorated product lineup
that includes Azunia Tequilas, Burnside Whiskeys, Hue-Hue Coffee
Rum, and Portland Potato Vodkas. All Eastside spirits are crafted
from natural ingredients for the highest quality and taste.
Eastside's Craft Canning + Printing subsidiary is one of the
Northwest's leading independent mobile canning, co-packing, and
digital can printing businesses.
The Woodlands, Texas-based M&K CPAS, PLLC, the Company's auditor
since 2017, issued a "going concern" qualification in its report
dated April 1, 2024, citing that the Company suffered a net loss
from operations and used cash in operations, which raises
substantial doubt about its ability to continue as a going
concern.
Eastside Distilling incurred a net loss of $7.5 million during the
year ended December 31, 2023. As of June 30, 2024, Eastside
Distilling had $16,589,000 in total assets, $18,523,000 in total
liabilities, and $1,934,000 in total stockholders' deficit.
EASTSIDE DISTILLING: To Merge With Beeline for FinTech Expansion
----------------------------------------------------------------
Eastside Distilling, Inc. announced on September 5, 2024, that it
had signed a Merger Agreement with Beeline Financial Holdings,
Inc., a privately-held pioneering mortgage technology company that
operates an end-to-end, all-digital, AI-enhanced platform for
homeowners and property investors. This strategic move follows a
comprehensive two-year review of Eastside's business portfolio and
aligns with the company's mission to maximize value for all
stakeholders while achieving significant growth across multiple
sectors.
In conjunction with this transaction, Eastside has executed a
debt-for-equity exchange with, and asset sale of Craft Canning +
Digital Printing to, a group of private investors. This transaction
effectively will eliminate all debt from Eastside's balance sheet
and provides Craft with access to additional growth capital to
accelerate the expansion of its digital printing business in the
Pacific Northwest. The Debt Exchange Agreement and related
instruments are expected to close immediately prior to the merger
closing.
As merger consideration, Eastside will issue Beeline shareholders a
combination of common and preferred stock. This strategic
partnership positions Eastside as a leader in the digital mortgage
services space while continuing to grow its legacy craft spirits
business.
The transaction will benefit both parties. For Eastside it includes
access to proprietary technology in human-level B2C sales AI tools.
Beeline is among the first in mortgage origination to deliver
AI-driven customer service tools and is now launching sales support
AI leading to lower cost conversions for Direct-to-Consumer
platforms. For Beeline, it is an opportunity to create liquidity
for its shareholders while growing in the public markets and in a
more favorable real estate financing environment with forecasted
lower mortgage rates.
"Mortgage origination has yet to fully experience the dynamic and
exciting transformation seen in other financial services sectors,"
said Nick Liuzza, co-founder and CEO of Beeline. "Our disruptive,
cloud-based, go-to-market strategy targets Millennials and Gen Z
borrowers. The benefits of operating in the public markets to help
Beeline achieve its goals are significant."
Geoffrey Gwin, CEO of Eastside, commented, "I couldn't be more
thrilled about this new growth platform, the opportunities it
presents for our shareholders and the talented team and innovative
technology joining the Eastside family. This development offers
tremendous potential for our stakeholders. Nick and his team have
demonstrated remarkable innovation and share a vision that aligns
perfectly with our strategic objectives."
The transactions are subject to customary closing conditions,
including required Beeline shareholder approvals and closing of the
transactions contemplated by the Debt Exchange Agreement. Both
Eastside's Board and Beeline's Board of Directors have approved the
deal, which is expected to close later this year.
For further details on the expected closing filed on Form 8-K with
the Securities and Exchange Commission is available at:
https://tinyurl.com/4whu5mcp
About Eastside Distilling
Headquartered in Portland, Oregon, Eastside Distilling, Inc. has
been producing craft spirits in Portland, Oregon since 2008. The
Company is distinguished by its highly decorated product lineup
that includes Azunia Tequilas, Burnside Whiskeys, Hue-Hue Coffee
Rum, and Portland Potato Vodkas. All Eastside spirits are crafted
from natural ingredients for the highest quality and taste.
Eastside's Craft Canning + Printing subsidiary is one of the
Northwest's leading independent mobile canning, co-packing, and
digital can printing businesses.
The Woodlands, Texas-based M&K CPAS, PLLC, the Company's auditor
since 2017, issued a "going concern" qualification in its report
dated April 1, 2024, citing that the Company suffered a net loss
from operations and used cash in operations, which raises
substantial doubt about its ability to continue as a going
concern.
Eastside Distilling incurred a net loss of $7.5 million during the
year ended December 31, 2023. As of June 30, 2024, Eastside
Distilling had $16,589,000 in total assets, $18,523,000 in total
liabilities, and $1,934,000 in total stockholders' deficit.
EBIX INC: Plan Exclusivity Period Extended to Oct. 15
-----------------------------------------------------
Judge Scott W. Everett of the U.S. Bankruptcy Court for the
Northern District of Texas extended Ebix, Inc. and affiliates'
exclusive periods to file a plan of reorganization and obtain
acceptance thereof to October 15 and December 11, 2024,
respectively.
As shared by Troubled Company Reporter, as set forth in the Amended
Plan, the Debtors are seeking to consummate a "whole company"
restructuring with the Plan Sponsor (the "Reorganization
Transactions"), which is expected to be consummated shortly after
confirmation of the Amended Plan. In the event the Debtors are
unable to consummate the Reorganization Transactions with the Plan
Sponsor, the Amended Plan permits the Debtors to pursue and
consummate sales of the Debtors' and non-Debtors' remaining assets,
with proceeds distributed in accordance with the Amended Plan.
Accordingly, the Debtors anticipate bringing these cases to a
conclusion in the near term. Throughout these cases, the Debtors
have worked tireless to maximize value and drive consensus, as
evidenced by the progress made to date and the consensus achieved
thus far, and will continue to work to this goal over the coming
weeks with the goal of presenting to the Court a fully consensual
plan which can become effective shortly thereafter.
Counsel for the Debtors:
Thomas R. Califano, Esq.
Rakhee V. Patel, Esq.
SIDLEY AUSTIN LLP
Jeri Leigh Miller (24102176)
2021 McKinney Avenue, Suite 2000
Dallas, TX 75201
Tel: (214) 981-3300
Fax: (214) 981-3400
E-mail: tom.califano@sidley.com
rpatel@sidley.com
jeri.miller@sidley.com
-and-
Andres Barajas, Esq.
Weiru Fang, Esq.
SIDLEY AUSTIN LLP
787 Seventh Avenue
New York, NY 10019
Tel: (212) 839-5300
Fax: (212) 839-5599
E-mail: andres.barajas@sidley.com
weiru.fang@sidley.com
About Ebix, Inc.
Ebix Inc. -- https://www.ebix.com/ -- is headquartered in Atlanta,
Ga., and it supplies software and electronic commerce solutions to
the insurance industry. With approximately 200 offices across six
continents, Ebix, (NASDAQ: EBIX) endeavors to provide on-demand
infrastructure exchanges to the insurance, financial services,
travel and healthcare industries.
Ebix and its affiliates filed Chapter 11 petitions (Bankr. N.D.
Tex. Lead Case No. 23-80004) on Dec. 17, 2023. At the time of the
filing, Ebix reported between $500 million and $1 billion in both
assets and liabilities.
Judge Scott W. Everett oversees the cases.
The Debtors tapped Sidley Austin, LLP as bankruptcy counsel;
O'Melveny and Myers, LLP as special counsel; AlixPartners, LLP as
financial advisor; and Jefferies, LLC as investment banker. Omni
Agent Solutions, Inc. is the claims agent.
The U.S. Trustee for Region 6 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by McDermott Will & Emery, LLP.
ECP OWNER 1: Seeks to Extend Plan Exclusivity to Oct. 26
--------------------------------------------------------
ECP Owner 1 LLC, and affiliates asked the U.S. Bankruptcy Court for
the District of Columbia to extend their exclusivity periods to
file a plan of reorganization and obtain acceptance thereof to
October 26 and December 25, 2024, respectively.
The Debtors are each a special purpose District of Columbia limited
liability company formed on May 20, 2019, to own and operate
low-income multifamily residential buildings in the District of
Columbia known as "The Villages at Tillman" and "The Villages at
Evergreen" (collectively, the "Properties").
Through these Chapter 11 Cases, the Debtors intend to market and
sell the Properties. The Debtors have been actively marketing the
Properties for sale for the past year and had active contracts on
several of the Properties, as well as interest in other Properties.
The Debtors intend to sell the Properties pursuant to section 363
of the Bankruptcy Code and/or to file a plan of reorganization
that, upon confirmation by this Court, will provide for the sale of
the Properties.
An examination of factors demonstrates that an extension of the
Exclusive Periods is warranted:
* First, an extension should be granted due to the
complexities of formulating a plan for the Debtors. The formulation
of any plan of liquidation is premised on the sale of the
Properties and will potentially involve a compromise of the claims
of one or more secured creditors.
* Second, an extension is appropriate because the Debtors have
made good faith progress toward a plan. The Court has approved the
sale of all the Properties to Paragon, and the original closing
date was on or about June 30, 2024. Paragon has worked in good
faith to meet its closing obligations, but its preferred funding
source was ultimately not able to fund the required loans. Paragon
has thus been forced to move to multiple funding sources, each of
which has its own diligence and underwriting requirements.
* Third, the Debtors are paying their bills as they come due.
The Debtors received interim authorization from this Court for
debtor-in-possession financing, as well as use of cash collateral.
With the consent of the secured creditors, the Debtors have been
paying their bills and expenses in accordance with interim budget
filed on August 22, 2024.
* Finally, the Debtors do not seek an extension in order to
pressure creditors into accepting the Debtors' plan. Rather, the
Debtors seek an extension in order to negotiate in good faith with
the creditors as appropriate to develop a consensual plan with a
high probability of success. An extension is appropriate and
warranted under these circumstances.
Counsel to the Debtors:
Kristen E. Burgers, Esq.
Stephen E. Leach, Esq.
Hirschler Fleischer, PC
1676 International Drive, Suite 1350
Tysons, VA 22102
Telephone: (703) 584-8900
Facsimile: (703) 584-8901
Email: kburgers@hirschlerlaw.com
sleach@hirschlerlaw.com
About ECP Owner 1 LLC
ECP Owner 1 LLC is primarily engaged in renting and leasing real
estate properties.
ECP Owner 1 and its affiliates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D.D.C. Lead Case No. 23-00326) on
Nov. 1, 2023. In the petition signed by Robert B. Margolis,
manager, ECP Owner 1 disclosed up to $10 million in both assets and
liabilities.
Judge Elizabeth L. Gunn oversees the cases.
The Debtors tapped Kristen E. Burgers, Esq., at Hirschler
Fleischer, PC, as bankruptcy counsel and Arnall Golden Gregory,
LLP, as special real estate counsel.
EIGER BIOPHARMACEUTICALS: Gets Court Okay for Chapter 11 Exit
-------------------------------------------------------------
Evan Ochsner of Bloomberg Law reports that Eiger Biopharmaceuticals
Inc. secured court approval for its restructuring plan on Thursday,
September 5, 2024, after resolving multiple objections through
late-night negotiations just before a crucial hearing.
Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas granted final approval by overruling a
remaining objection from the Justice Department's bankruptcy
watchdog, reports Bloomberg Law.
In an oral ruling, Judge Jernigan confirmed Eiger's bankruptcy plan
and stated that a written order would follow once Eiger submits the
necessary formal paperwork. The U.S. Trustee had previously argued
against certain liability releases in the plan, claiming they were
not consensual, according to Bloomberg Law.
About Eiger BioPharmaceuticals
Palo Alto, California-based Eiger BioPharmaceuticals, Inc., is a
commercial-stage biopharmaceutical company focused on the
development of innovative therapies for rare metabolic diseases.
The company's shares traded on Nasdaq under the symbol "EIGR".
Eiger Biopharmaceuticals Inc. and its subsidiaries sought relief
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas
Lead Case No. 24-80040) on April 1, 2024. In its petition, Eiger
listed $38.8 million in assets and $53.1 million in liabilities as
of the bankruptcy filing.
Judge Stacey G. Jernigan oversees the cases.
The Debtors are represented by Sidley Austin LLP as legal counsel,
Alvarez & Marsal as financial advisor and SSG Capital Advisors, LLC
as restructuring investment banker. Kurtzman Carson Consultants
LLC is the claims agent.
EKSO BIONICS: Completes Public Offering of 6MM Units, Raises $5.1MM
-------------------------------------------------------------------
Ekso Bionics Holdings, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that the Company
entered into an Underwriting Agreement with Craig-Hallum Capital
Group LLC as underwriter, pursuant to which the Company issued and
sold, in a firm commitment underwritten public offering by the
Company:
(i) 3,100,000 units, priced at a public offering price of
$1.00 per unit, with each unit consisting of one share of the
Company's common stock, par value $0.001 per share, one Series A
warrant to purchase one share of Common Stock at an exercise price
of $1.00 per share that expires on the fifth anniversary of the
date of issuance and one warrant to purchase one share of Common
Stock at an exercise price of $1.00 per share that expires on the
first anniversary of the date of issuance; and
(ii) 2,900,000 pre-funded units, priced at a public offering
price of $0.9990 per unit, with each pre-funded unit consisting of
one pre-funded warrant to purchase one share of Common Stock at an
exercise price of $0.001 per share, one Series A Warrant and one
Series B Warrant.
The units were not certificated and the shares of Common Stock, the
Series A Warrants and the Series B Warrants comprising such units
were immediately separable and were issued separately in the Public
Offering. The pre-funded units were not certificated and the
Pre-Funded Warrants, the Series A Warrants and the Series B
Warrants comprising such pre-funded units were immediately
separable and were issued separately in the Public Offering. The
Securities were offered by the Company pursuant to the Registration
Statement on Form S-1 (File No. 333-281081), which was initially
filed with the Securities and Exchange Commission on July 29, 2024,
amended on August 28, 2024 and declared effective by the Commission
on August 29, 2024.
On September 3, 2024, the Public Offering closed, and the Company
issued and sold:
(i) 3,100,000 shares of Common Stock,
(ii) Series A Warrants to purchase 6,000,000 shares of Common
Stock,
(iii) Series B Warrants to purchase 6,000,000 shares of Common
Stock, and
(iv) Pre-Funded Warrants to purchase 2,900,000 shares of Common
Stock, pursuant to the Registration Statement and the Underwriting
Agreement.
The net proceeds to the Company, after deducting the underwriting
discount and commissions and estimated offering expenses payable by
the Company, were approximately $5.1 million.
Each Series A Warrant is exercisable at a price per share of Common
Stock of $1.00, each Series B Warrant is exercisable at a price per
share of Common Stock of $1.00 and each Pre-Funded Warrant is
exercisable at a price per share of common stock of $0.001. Each
Warrant is immediately exercisable. The exercise prices of the
Warrants are subject to appropriate adjustment in the event of
stock dividends, stock splits, stock combinations, reorganizations
or similar events affecting the Common Stock. Subject to limited
exceptions, a holder of Warrants will not have the right to
exercise any portion of its Warrants if the holder (together with
such holder's affiliates, and any persons acting as a group
together with such holder or any of such holder's affiliates) would
beneficially own a number of shares of common stock in excess of
4.99% (or, upon election by a holder prior to the issuance of any
Warrants, 9.99%) of the shares of common stock then outstanding. At
the holder's option, upon notice to the Company, the holder may
increase or decrease this beneficial ownership limitation not to
exceed 9.99% of the shares of Common Stock then outstanding, with
any such increase becoming effective upon 61 days' prior notice to
the Company.
The Underwriting Agreement contains representations, warranties and
covenants made by the Company that are customary for transactions
of this type. Under the terms of the Underwriting Agreement, the
Company has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of
1933, as amended. In addition, pursuant to the terms of the
Underwriting Agreement, the Company has agreed to not sell any
shares of Common Stock, or any securities convertible into or
exercisable or exchangeable into shares of Common Stock, subject to
certain exceptions, for a period of 90 days after the closing of
the Public Offering without the prior written consent of the
Underwriter. The Company has also agreed, subject to certain
exceptions, not to enter into a Variable Rate Transaction for 180
days after the closing of the Public Offering. In addition, each of
the Company's executive officers and directors entered into a
lock-up agreement providing that such person may not, subject to
limited circumstances, sell or transfer any shares of Common Stock,
or any securities convertible into or exercisable or exchangeable
into shares of Common Stock for a period of 90 days after the
closing of the Public Offering without the prior written consent of
the Underwriter.
About Ekso Bionics Holdings
San Rafael, Calif.-based Ekso Bionics Holdings, Inc. designs,
develops, and markets exoskeleton products to augment human
strength, endurance, and mobility.
San Francisco, Calif.-based WithumSmith+Brown PC, the Company's
auditor since 2010, issued a "going concern" qualification in its
report dated March 4, 2024, citing that the entity has an
accumulated deficit at December 31, 2023, and, since inception, has
suffered significant operating losses and negative cash flows from
operations that raise substantial doubt about its ability to
continue as a going concern.
Ekso reported net losses of $15.2 million and $15.1 million for the
years ended December 31, 2023, and 2022, respectively. As of March
31, 2024, the Company had $29 million in total assets, $15 million
in total liabilities, and $14.1 million in total stockholders'
equity.
ELECTROCORE INC: All Four Proposals Approved at Annual Meeting
--------------------------------------------------------------
electroCore, Inc. disclosed in a Form 8-K filed with the Securities
and Exchange Commission that on Sept. 3, 2024, the Company held its
Annual Meeting at which the stockholders:
(1) elected John P. Gandolfo and Charles S. Theofilos, M.D to
serve as directors for a three-year term of office expiring at the
2027 Annual Meeting of Stockholders;
(2) ratified the selection of Marcum LLP as the Company's
independent registered public accounting firm for its fiscal year
ending Dec. 31, 2024;
(3) approved, by non-binding advisory vote, the resolution
approving named executive officer compensation; and
(4) approved, by non-binding advisory vote, the yearly frequency
of future non-binding advisory votes on resolutions approving
future named executive officer compensation.
About electroCore, Inc.
electroCore, Inc. -- www.electrocore.com -- is a commercial stage
bioelectronic medicine and wellness company dedicated to improving
health through its non-invasive vagus nerve stimulation ("nVNS")
technology platform. The Company's focus is the commercialization
of medical devices for the management and treatment of certain
medical conditions and consumer product offerings utilizing nVNS to
promote general wellbeing and human performance in the United
States and select overseas markets.
New York, NY-based Marcum LLP, the Company's auditor since 2020,
issued a "going concern" qualification in its report dated March
13, 2024, citing that the Company has experienced significant
losses and cash used in operations and expects to continue to incur
net losses. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
ELECTROCORE INC: CFO Brian Posner to Retire, Replacement Named
--------------------------------------------------------------
electroCore, Inc., reported in a Form 8-K filed with the Securities
and Exchange Commission that on Sept. 3, 2024, the Chief Financial
Officer of the Company, Brian M. Posner, informed the Board of
Directors of the Company that he will be retiring effective as of
Oct. 4, 2024 for personal and family reasons. It is expected that
Mr. Posner and the Company will enter into an agreement pursuant to
which Mr. Posner will provide financial and accounting consulting
services to the Company on an hourly basis for 12 months after the
effective date of his retirement, subject to potential extension
upon mutual agreement.
Appointment of Joshua S. Lev as Chief Financial Officer
On Sept. 3, 2024, the Board appointed Joshua S. Lev, as chief
financial officer of the Company, effective as of Mr. Posner's
retirement on Oct. 4, 2024.
Mr. Lev, age 40, has served as the chief strategy officer of the
Company since January 2022, previously having served as VP of
Business Development, Strategy and Financial Planning since
February 2020. Prior to joining the Company, Mr. Lev had over 15
years of experience in the financial services industry as an
investment banker and investor focusing on emerging growth
companies. From 2011 to February 2020, Mr. Lev served as Director
of Business Development at Wellfleet Partners, Inc. focusing on
capital raising, M&A, strategic transactions and institutional
client relations. From March 2014 through February 2020, he was
also a co-founder of Aracle Capital, LLC, an investment firm with a
focus on early-stage and emerging-growth companies. Mr. Lev
received an M.B.A. from the University of North Carolina's
Kenan-Flagler Business School and a B.S. in Business & Management
from the Sy Syms School of Business at Yeshiva University.
In connection with his appointment as chief financial officer, the
Company and Mr. Lev entered into an amendment to the offer letter
dated Jan. 29, 2020 pursuant to which, effective as of Oct. 4,
2024, he will receive an annual base salary of $415,000, subject to
periodic review and adjustment by the Company, and will be eligible
for a discretionary annual bonus of up to 40 percent of the annual
base salary upon achievement of certain individual and company
goals. Mr. Lev is also eligible to continue receiving healthcare
benefits as may be provided from time to time by the Company to its
employees generally, to participate in a 401(k) plan and to receive
paid time off annually in accordance with the Company's policies in
effect from time to time. Pursuant to the Offer Letter Amendment,
Mr. Lev will be covered by the Company's Executive Severance
Policy, as such policy may be in effect from time to time; provided
that in connection with the appointment of Mr. Lev as chief
financial officer effective Oct. 4, 2024, the Company agreed to (i)
increase the severance period for Mr. Lev under the Executive
Severance Policy from six months to 12 months and (ii) the
severance multiple (as defined in the Executive Severance Policy)
payable to Mr. Lev shall be 1.0. Additionally, Mr. Lev and the
Company have entered into the Company's standard form of
indemnification agreement for directors and executive officers.
About electroCore, Inc.
electroCore, Inc. -- www.electrocore.com -- is a commercial stage
bioelectronic medicine and wellness company dedicated to improving
health through its non-invasive vagus nerve stimulation ("nVNS")
technology platform. The Company's focus is the commercialization
of medical devices for the management and treatment of certain
medical conditions and consumer product offerings utilizing nVNS to
promote general wellbeing and human performance in the United
States and select overseas markets.
New York, NY-based Marcum LLP, the Company's auditor since 2020,
issued a "going concern" qualification in its report dated March
13, 2024, citing that the Company has experienced significant
losses and cash used in operations and expects to continue to incur
net losses. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
ENVERIC BIOSCIENCES: Registers Up to 4.9MM Common Shares for Resale
-------------------------------------------------------------------
Enveric Biosciences, Inc. filed a Preliminary Prospectus on Form
S-1 with the U.S. Securities and Exchange Commission relating to
the offer and resale of up to 4,900,000 shares of its common stock,
par value $0.01 per share, by Lincoln Park Capital Fund, LLC, the
selling stockholder.
The shares of common stock being offered by the selling stockholder
consist of:
* up to 4,900,000 shares of common stock that the Company may
elect to issue and sell to Lincoln Park, in its sole discretion
from time to time after the effective date of this prospectus,
pursuant to a purchase agreement, dated as of November 3, 2023,
that the Company entered into with Lincoln Park, providing for up
to $9,422,346 of gross proceeds.
Pursuant to this prospectus, the Company may receive gross proceeds
of up to $9,422,346 from the sale of its common stock to Lincoln
Park under the Purchase Agreement, from time to time, in its
discretion after the date of the registration statement of which
this prospectus is a part is declared effective and after
satisfaction of other conditions in the Purchase Agreement. The
Company is not selling any securities under this prospectus and
will not receive any of the proceeds from the sale of the shares by
the selling stockholder.
On November 8, 2023, the Company filed a Registration Statement on
Form S-1, and an amendment to such Registration Statement on Form
S-1 on December 1, 2023, which was declared effective by the SEC on
December 5, 2023 (SEC File No. 333-275380) that covered the resale
by the selling stockholder of up to 1,279,880 shares of its common
stock, comprised of: (i) up to 1,140,477 shares of its common stock
reserved for sale to Lincoln Park under the Purchase Agreement from
time to time after the date of such prospectus, and (ii) 139,403
shares of its common stock that were issued to Lincoln Park on
November 3, 2023 in lieu of a cash fee for making its irrevocable
commitment to purchase its common stock under the Purchase
Agreement. As of July 30, 2024, the Company issued 1,279,880
shares, including the Commitment Shares, registered pursuant to
Prior Registration Statement for a total gross cash proceeds of
$577,654.
Lincoln Park may sell the shares of the Company's common stock in a
number of different ways and at varying prices. The price that
Lincoln Park will pay for the shares to be resold pursuant to this
prospectus will depend upon the timing of sales and will fluctuate
based on the trading price of our common stock. Lincoln Park is an
"underwriter" within the meaning of Section 2(a)(11) of the
Securities Act of 1933, as amended.
The purchase price for the Purchase Shares will be based upon
formulae set forth in the Purchase Agreement and described in this
prospectus depending on the type of purchase notice the Company
submits to Lincoln Park from time to time. The Company will pay the
expenses incurred in registering the shares of our common stock,
including legal and accounting fees.
A full-text copy of the Prospectus is available at:
https://tinyurl.com/bdefunz2
About Enveric Biosciences
Enveric Biosciences (NASDAQ: ENVB) -- www.enveric.com -- is a
biotechnology company dedicated to the development of novel
neuroplastogenic small-molecule therapeutics for the treatment of
depression, anxiety, and addiction disorders. Leveraging its unique
discovery and development platform, Psybrary, Enveric has created a
robust intellectual property portfolio of new chemical entities for
specific mental health indications. Enveric's lead program, EB-003,
is a first-in-class approach to the treatment of
difficult-to-address mental health disorders designed to promote
neuroplasticity without inducing hallucinations in the patient.
Enveric is also developing EB-002, formerly EB-373, a next
generation synthetic prodrug of the active metabolite, psilocin,
being studied as a treatment of psychiatric disorders. Enveric is
headquartered in Naples, FL with offices in Cambridge, MA and
Calgary, AB Canada.
East Hanover, New Jersey-based Marcum LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated March 25, 2024, citing that the Company has incurred
significant losses and needs to raise additional funds to meet its
obligations and sustain its operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
For the year ended December 31, 2023, the Company had a loss from
operations of $16.4 million. As of March 31, 2024, the Company had
$8.85 million in total assets, $2.37 million in total current
liabilities, and $6.48 million in total shareholders' equity.
EQUIPMENTSHARE.COM INC: Moody's Rates New $500MM Secured Notes 'B3'
-------------------------------------------------------------------
Moody's Ratings assigned a B3 rating to EquipmentShare.com, Inc.'s
("EquipmentShare") planned $500 million senior secured second lien
notes maturing in 2033. Each of the company's wholly-owned direct
and indirect domestic existing and future wholly owned
subsidiaries, including EquipmentShare.com, Inc., that guarantee
obligations under the ABL Credit Facility also guarantee the senior
secured notes. The company's other ratings remain unchanged
including its B1 corporate family rating, B1-PD probability of
default rating, Ba2 senior secured ABL revolving credit facility
rating, and B3 senior secured notes rating. The outlook is stable.
The transaction adds more permanent debt to EquipmentShares's
capital structure. However, it is leverage neutral and enhances the
company's liquidity, as EquipmentShare plans to use the $500
million of proceeds from the new notes offering to repay $494
million of ABL borrowings and $6 million of fees and expenses.
RATINGS RATIONALE
EquipmentShare's ratings reflect its good scale. Moody's expect
that revenue will exceed $3.3 billion in 2025 as the company
continues to experience rapid and largely organic growth. Growth
will be driven by the technological differentiation provided by
EquipmentShare's proprietary T3 jobsite operating system,
investments in equipment and branch expansion. Also supporting
growth will be EquipmentShare's OWN program, where assets of
equipment owners are connected to T3 and rented out in exchange for
a share of revenue.
However, EquipmentShare has a short history operating at such a
large scale and Moody's believe there is execution risk associated
with the anticipated pace of equipment and branch expansion. The
company also has high leverage with adjusted debt-to-LTM EBITDA at
5.4 times at the end of June 2024. Finally, Moody's expect the
company to have negative free cash flow for the next few years
resulting from large capital investment in fleet growth and branch
expansion.
Moody's expect EquipmentShare to have adequate liquidity over the
next 12 to 18 months, supported by over $1,500 million of ABL
availability, subject to borrowing base limitations. Moody's
anticipate a significant amount of cash outflow for capital
expenditures to fund the company's growth plans will result in
continued reliance on the revolver. The company is also expected to
maintain an available cash balance of around $300 million.
The stable outlook reflects Moody's expectation that revenue will
grow organically around 12% over the next year and profit will
increase such that debt-to-EBITDA approaches 4.0 times by the end
of 2025.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The rating could be upgraded if EquipmentShare establishes a longer
track record of operating performance growing its size and scale
while maintaining profitability. In addition, Moody's would expect
the company to reduce and sustain debt-to-EBITDA to below 4.0 times
and maintain good liquidity.
The rating could be downgraded if EquipmentShare's liquidity
weakens, including an inability to maintain liquidity of at least
$500 million all times when considering available cash and ABL
availability. Debt-to-EBITDA sustained above 5.5 times could also
result in a rating downgrade. Also, adoption of more aggressive
financial policies, including distributions to shareholders or debt
financed acquisitions that increase leverage could result in a
downgrade.
The principal methodology used in this rating was Equipment and
Transportation Rental published in February 2022.
EquipmentShare.com, Inc., headquartered in Columbia, Missouri, is
an equipment rental and asset management company. Founded in 2015,
EquipmentShare operates 252 facilities across 41 states and has
approximately 5,720 employees. The company is privately owned with
a majority of non-independent board members.
FATINA CUISINE: Updates Unsecured Claims Pay Details
----------------------------------------------------
Fatina Cuisine LLC d/b/a Milano's Pizza submitted a Second Amended
Plan of Reorganization under Subchapter V dated August 12, 2024.
Under the Plan, the Debtor will pay Allowed Secured and Priority
Claims in full and a pro rata distribution on Allowed Unsecured
Claims over 60 months.
Under this Plan, Secured Creditors will receive payment of 100% of
their Allowed Secured Claims and any Unsecured Creditors will
receive a pro rata distribution of $1,000.00 per month over 60
months on their Allowed Unsecured Claims. Therefore, pursuant to
the liquidation analysis all Creditors will receive at least as
much under this Plan as they would in a Chapter 7 liquidation.
Class 3 consists of Allowed Unsecured Claims other than Class 4
Claims. Class 3 Claimants, if any, shall be paid a pro rata
distribution of $1,000.00 for their Allowed Claims over 60 months
from the Effective Date, without interest. These Claims will be
paid in equal monthly installments commencing on the first day of
the first month following the Effective Date and continuing on the
first day of each month thereafter. The amount paid to Allowed
Unsecured Creditors in this Class may vary from time to time above
the $1,000 proposed in the Plan.
The Debtor shall continue to file monthly reports with the Sub V
Trustee during the term of the Plan. On a quarterly basis the Sub V
Trustee may request an adjustment in the amount paid to the Allowed
Class 3 Claims based on the income generated by the business in the
prior quarter if it exceeds the $3,000 amount payable to the Class
3 Claims. In the event there is excess disposable income the Sub V
Trustee shall request such amount from the Debtor no later than 30
days following the end of a calendar quarter and shall disburse
such excess pro-rata to the Class 3 Allowed Claims. These Claims
are Impaired.
Class 4 consists of Allowed Insider Claims. Class 4 Claims, if any,
will receive nothing under the Plan and are deemed to have rejected
the Plan.
Class 5 consists of Equity Interests. Class 5 Equity Interests
shall be retained.
The Debtor intends to make all payments required under the Plan
from available cash and income from the business operations of the
Debtor.
A full-text copy of the Second Amended Plan dated August 12, 2024
is available at https://urlcurt.com/u?l=J80RLU from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Joyce W. Lindauer, Esq.
Kerry S. Alleyne, Esq.
Guy H. Holman, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Telephone: (972) 503-4033
Facsimile: (972) 503-4034
Email: joyce@joycelindauer.com
About Fatina Cuisine LLC
Fatina Cuisine LLC is located in Seven Point, Texas, and owns and
operates a pizza restaurant called Milano's Pizza.
The Debtor sought protection for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-60045) on Jan. 31,
2024, listing $50,001 to $100,000 in both assets and liabilities.
Joyce W. Lindauer, Esq. at Joyce Lindauer, Attorney represents the
Debtor as counsel.
FAYESON INC: Seeks Permission to Use Cash Collateral
----------------------------------------------------
Fayeson Inc. d/b/a Richey Inc., asks the U.S. Bankruptcy Court for
the District of Colorado for authority to use cash collateral
according to a 13-week budget as well as grant adequate protection
and make adequate protection payments.
"The Debtor has an immediate need to use cash collateral, as such
term is defined in section 363(a) of the Bankruptcy Code, to
preserve and maintain its business and believes that it will suffer
irreparable harm if not permitted to use cash collateral on an
expedited basis," Patrick R. Akers, the Debtor's counsel, says.
These entities may assert an interest in the cash collateral --
arranged based on priority:
Entity Amount Owed Collateral
------ ----------- ----------
Colorado Department $0 Goods and business fixtures,
of Revenue (sale tax excepting stock of goods
owed) sold or for sale in the
ordinary course of business
Byline Bank $670,157 Substantially all assets
and vehicles
ClickLease LLC $1,826 MAXXAIR Series
MX134 Refrigerant
Management Centers
Centra Funding, LLC $4,576 Cojali Jaltest Truck
and Off-Highway
Diagnostic Tool
Finvest LLC Unknown Substantially all
assets
Slate Advance Unknown Substantially all
assets
Highland Hill Unknown Substantially all
Capital LLC assets
Resolve Corp. $0 Accounts
The Debtor's proposed adequate protection to its prepetition
secured creditors and other parties in interest is in the form of
ongoing, ordinary-course payments and replacement liens.
About Fayeson
Fayeson Inc. d/b/a Richey Inc., is a full-service shop for trucks
and trailers, providing repair and maintenance services and new and
used parts.
Fayeson Inc., based in Commerce City, Colo., filed for Chapter 11
bankruptcy (Bankr. D. Colo. Case No. 24-15305) on September 9,
2024, listing under $1 million in estimated assets and under $10
million in estimated liabilities. The petition was signed by Dion
M. Swenson as president.
The Hon. Kimberley H. Tyson presides over the case. The Debtor
hired Fennemore Craig, P.C. as counsel.
FIVEMILETOWN HOLDINGS: Files for Chapter 11 Bankruptcy
------------------------------------------------------
Fivemiletown Holdings Limited filed Chapter 11 protection in the
District of Delaware. According to court filing, the Debtor reports
$100 million and $500 million in debt owed to 50 and 99 creditors.
The petition states funds will be available to unsecured
creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
September 18, 2024 at 2:00 p.m. at J. Caleb Boggs Federal Building,
844 King St., Room 3209, Wilmington, Delaware.
About Fivemiletown Holdings Limited
Fivemiletown Holdings Limited manufactures military aircraft,
armored vehicles, maritime systems and equipment.
Fivemiletown Holdings and three of its affiliates sought relief
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead
Case No. 24-11848) on Aug. 15, 2024. In the petition filed by
George Sophocleous, authorized person, Fivemiletown Holdings
disclosed $500 million to $1 billion in assets against $100 million
to $500 million in debt.
Hon. Laurie Selber Silverstein presides over the cases.
Young Conaway Stargatt & Taylor LLP acts as the Debtors' Delaware
bankruptcy counsel. Paul Hastings LLP serves as general
bankruptcy
counsel to the Debtors, and Alvarez & Marsal serves as
restructuring advisor to the Debtors.
FR-AM TWO: Updates Unsecureds & Lender Secured Claims Details
-------------------------------------------------------------
FR-AM Two LLC and its affiliates submitted a Revised Disclosure
Statement describing Joint Amended Chapter 11 Liquidating Plan
dated August 13, 2024.
The Debtors sought Chapter 11 relief in the midst of extensive
litigation with CIM Group, L.P. and its affiliates over a number of
issues, including efforts by 56th and Park (NY) Owner, LLC (the
"Lender") to enforce defaults under various loan agreements.
In seeking Chapter 11 relief, the Debtors goals were virtually
self-evident, to prevent forfeiture of the Units and obtain a
reasonable time to either refinance the underlying debt or sell the
Units in an orderly sales process. While the early months of the
Chapter 11 cases were punctuated by fierce ligation with the
Lender, the Debtors ultimately reached a settlement agreement with
the Lender (the "Lender Settlement") regarding the disposition of
the Units and an exit strategy of the bankruptcy cases. The Lender
Settlement was approved by the Bankruptcy Court on May 10, 2024.
In furtherance of the Lender Settlement, on August 13, 2024, the
Debtors filed the accompanying Debtor's Revised Joint Amended
Chapter 11 Liquidating Plan with the intent of selling the Units in
bankruptcy subject to an agreed discounted pay-off of Lender on or
before, October 31, 2024, unless the Debtors, or Reorganized
Debtors, as applicable, properly exercise the Option, in which case
the deadline for the sale of the Units shall be extended to May 31,
2025, subject to the conditions as further described in the Lender
Settlement as incorporated under the Plan.
The Lender Settlement forms the lynchpin for the Plan, which fully
incorporates the terms of the Lender Settlement subject to certain
agreed to amendments delineated therein. The Plan shall be
implemented and funded through a Sale of the Units resulting in
full payment of the Allowed Lender Claims or acquisition of the
Units by the Lender pursuant to its credit bid rights, as
applicable. The Plan also mandates that Mr. Macklowe personally
contribute funds to secure payment of all allowed Non-Lender Claims
and any and all other remaining costs and expenses of the Debtors
in these Chapter 11 Cases.
Class 1 consists of the Allowed Secured Claims of the Lender. The
Plan fully incorporates the terms of the Lender Settlement subject
to certain agreed to amendments delineated herein. Notably, subject
to the Debtors' and Mr. Macklowe's continuing compliance with the
Lender Settlement and the amendments thereto, the amendments (i)
fix Lender's claim at $53,027,305.12, plus post petition interest
from the Petition Date through March 31, 2024 in the amount of
$1,843,200.31, plus postpetition interest from April 1, 2024
through October 31, 2024 at the rate of 8% per annum, foregoing the
right to any additional legal fees incurred by the Lender, and (ii)
extend the deadline to sell the Units to May 21, 2025, both subject
to certain conditions provided herein.
The Allowed Lender Claims shall be either (1) paid in full in cash
to Lender, at latest, on or prior to May 31, 2025 from the Sale of
the Units, or (2) Lender shall acquire the Units though a credit
bid of the amounts owed to Lender under the Loan Documents.
If the Debtors, or Reorganized Debtors, as applicable, default
under the Lender Settlement as incorporated under this Plan,
including by failing to pay the Allowed Lender Claims as and when
due, (i) Debtors may lose their right to assert the Option, and
(ii) Lender is entitled certain rights and remedies, including the
automatic assignment and transfer of the Membership Interests to
the Lender.
Class 3 consists of allowed Unsecured Claims. The Debtors scheduled
approximately 10 contractors as potential general creditors for
unliquidated amounts. To date, the contractors have not filed
formal proofs of claim but may have asserted mechanics liens
against the Units pre-petition which are not necessarily covered by
the Bar Date. The Debtors reserve the right to object to any
contractor claim to the extent applicable or necessary. In the
event contractor claims are allowed in whole or in part, however,
they are classified as Class 3 claims.
The holders of Allowed Class 3 General Unsecured Claims shall be
paid 100% of their Allowed claims (currently projected to be
approximately $21,000) from the Non-Lender Claims Reserve Amount
upon the later of 21 days after entry of the Confirmation Order, or
7 days after entry of a Final Order allowing said claims.
All existing pre-petition equity interests in the Debtors shall
continue to be held by the Mezzanine Debtors or Harry Macklowe (as
applicable) directly or as trustee in the Reorganized Debtors, in
exchange for his personal contributions under the Plan, subject to
the terms of the Lender Settlement, including, without limitation,
the automatic assignment and transfer of the Membership Interests
to the Lender upon default as provided under such agreements.
Following the sale of the Units, any Net Sale Proceeds shall be
distributed to the equity interest holders in accordance with the
applicable operating agreements.
Prior to the Confirmation Date, Mr. Macklowe shall personally
contribute funds to be held by the Disbursing Agent comprising the
Non-Lender Claims Reserve Amount to pay allowed claims of the Condo
Board and Unsecured Creditors. The purpose of the Non-Lender Claims
Escrow Account is to secure the payment of the Non-Lender Claims,
as provided under the Plan, as and when such claims become Allowed
with no issues regarding feasibility at the time of confirmation.
Further, Mr. Macklowe shall personally contribute funds to the
Debtors, or Reorganized Debtors, as applicable, in amounts
sufficient to secure the payment of any and all other remaining
costs and expenses of the Debtors in these Chapter 11 Cases as and
when any such costs and expenses arise, including, but not limited
to, ongoing undisputed regular Condo Board monthly assessments.
Non-payment of undisputed regular monthly assessments is deemed a
default under the Lender Settlement and a default under the Plan.
Finally, as provided herein, and as agreed to by counsel to
Debtors, Allowed Professional Fee Claims shall be paid by the
Disbursing Agent upon entry of an appropriate Order of the
Bankruptcy Court awarding the same from (i) Net Sale Proceeds, if
any, or (ii) by personal contributions from Mr. Macklowe.
The Plan shall otherwise be implemented and funded through a Sale
of the Units resulting in full payment of the Allowed Lender Claims
or acquisition of the Units by the Lender pursuant to its credit
bid rights. A Sale of the Units shall occur no later than October
31, 2024, unless the Debtors, or Reorganized Debtors, as
applicable, properly exercise the Option, in which case the
deadline for the sale of the Units shall be extended to May 31,
2025, subject to the conditions as further described herein and in
the Lender Settlement.
A full-text copy of the Revised Disclosure Statement dated August
13, 2024 is available at https://urlcurt.com/u?l=TdcN4a from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Kevin J. Nash, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN, LLP
1501 Broadway, 22nd Floor
New York, NY 10036
Telephone: (212) 221-5700
Email: knash@gwfglaw.com
About FR-AM Two LLC
FR-AM Two and 432 Mezz are stock holding companies, holding the 100
percent membership interests in FR-AM One and 432 FF&E LLC (432
Owner). In turn, FR-AM One, along with 432 Owner, together own
three luxury apartments in the building at 432 Park Avenue, New
York, NY identified as units 78B and 28H (owned by FR-AM One) and
78A (owned by 432 Owner).
FR-AM Two LLC and its affiliates filed their voluntary petition for
relief under Chapter 11 of the Bankrutpcy Code (Bankr. E.D.N.Y.
Lead Case No. 23-73775) on October 11, 2023. The petitions were
signed by Harry Macklowe as manager. At the time of filing, the
Debtor estimated $50 million to $100 million in both assets and
liabilities.
Judge Robert E. Grossman presides over the case.
Kevin Nash, Esq., at GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP, is the
Debtor's counsel.
GREENIDGE GENERATION: Provides Bitcoin Production Update
--------------------------------------------------------
Greenidge Generation Holdings Inc. provided on Sept. 9, 2024, a
bitcoin production update for August of 2024. The Company also
highlighted CEO Jordan Kovler's presentation at the H.C. Wainwright
Annual Global Investment Conference which took place on Sept. 9,
2024, at 10:30AM ET. Greenidge will be filing an updated investor
presentation in conjunction with the event.
Greenidge produced approximately 55 bitcoin in August, of which 17
bitcoin were produced by Greenidge-owned miners and 38 were
produced through its datacenter hosting. Greenidge's hash rate in
August was approximately 2.50 EH/s, with 0.8 EH/s from
Greenidge-owned miners and 1.7 EH/s from the Company's datacenter
hosting. The Company held 51 Bitcoin as of Sept. 6, 2024.
Greenidge anticipates continuing to upgrade its fleet with newer
generation miners over the remainder of 2024 and 2025 and securing
additional sites for future development.
About Greenidge Generation
Greenidge Generation Holdings Inc. (NASDAQ: GREE) owns
cryptocurrency datacenter operations in the Town of Torrey, New
York and owned and operated a facility in Spartanburg, South
Carolina. The New York Facility is a vertically integrated
cryptocurrency datacenter and power generation facility with an
approximately 106 megawatt ("MW") nameplate capacity, natural gas
power generation facility. The Company generates revenue from three
primary sources: (1) datacenter hosting, which it commenced on Jan.
30, 2023, (2) cryptocurrency mining, and (3) power and capacity.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
April 9, 2024, citing that the Company has suffered recurring
losses from operations and generated negative cash flows from
operations that raises substantial doubt about its ability to
continue as a going concern.
HAMMER FIBER: Secures $791,546 Loan From Board Member
-----------------------------------------------------
Hammer Fiber Optics Holdings Corp. disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that the
Company entered into and closed a loan agreement with one of its
members of the Board of Directors, pursuant to which the Board
Member loaned the Company an aggregate principal amount of
$791,546.
The Loan has an interest rate of 6%. The Loan has a six-month
maturity date and the principal and accrued interest are due in
full on March 1, 2025.
The Company used the proceeds of the Loan to pay off in full
satisfaction the promissory note the Company previously issued to
Mast Hill Fund L.P.
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. As of April 30, 2024,
Hammer Fiber Optics Holdings had $7.96 million in total assets,
$4.18 million in total liabilities, and $3.78 million in total
stockholders' equity.
IBF RETAIL: Seeks to Extend Plan Exclusivity to Nov. 26
-------------------------------------------------------
IBF Retail Properties III LLC, asked the U.S. Bankruptcy Court for
the Northern District of Texas to extend its exclusivity period to
file a chapter 11 plan of reorganization and disclosure statement
to November 26, 2024.
The Debtor owns the real property located at 3221 North Bayshore
Rd., North Cape May, New Jersey (the "Property") which is currently
leased to Walgreen Eastern Co., Inc.
The Debtor explains that it has negotiated a contract to sell its
real properties for a price that will generate sale proceeds
considerably in excess of all secured and unsecured claims, and
will be filing a motion to sell the property.
The Debtor claims that it has proceeded in good faith to make
significant progress toward liquidation in the few months since the
case commenced. An extension of the exclusivity period for 90 days
will not harm the interests of creditors but enhance them by
ensuring that the Debtor has time to complete the sale of its real
property, confirm a Plan and pay all creditors in full within the
shortest reasonable time.
IBF Retail Properties III LLC, is represented by:
Joyce W. Lindauer, Esq.
Joyce W. Lindauer Attorney, PLLC
1412 Main Street, Suite 500
Dallas, TX 75202
Telephone: (972) 503-4033
Facsimile: (972) 503-4034
Email: joyce@joycelindauer.com
About IBF Retail Properties III
IBF Retail Properties is a Single Asset Real Estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
IBF Retail Properties III LLC in Fort Worth TX, filed its voluntary
petition for Chapter 11 protection (Bankr. N.D. Tex. Case No.
24-41497) on April 30, 2024, listing as much as $1 million to $10
million in both assets and liabilities. Raheel Bhai as CEO, signed
the petition.
Judge Mark X. Mullin oversees the case.
JOYCE W. LINDAUER ATTORNEY, PLLC serves as the Debtor's legal
counsel.
IGLESIA DE DIOS: Unsecureds to be Paid in Full in Sale Plan
-----------------------------------------------------------
Iglesia de Dios Pentecostes, Mision el Buen Samaritano, filed with
the U.S. Bankruptcy Court for the District of Maryland a Chapter 11
Plan dated August 12, 2024.
Iglesia de Dios Pentecostes, Mision el Buen Samaritano (the
"Church") was formed on March 4, 2002. Initially, services were
held at a congregant’s home.
In 2003, the Church rented and moved its weekend services to Buck
Lodge Middle School, and in 2004, it bought its first property on
Adelphi Road in College Park. In 2015, the Church bought a second
property on Finns Lane in Lanham, which was sold in 2020 to buy the
Metzerott Road, College Park properties. On December 4, 2023, the
Adelphi Road property was sold, with the net sale proceeds being
held in the Debtor's accounts.
When the Church bought its current property, the Note was financed
by the College Park Moose Lodge, with a three-year balloon on
November 1, 2023. Since the beginning of 2023, the Church had
searched for a refinance, but as a result of the fiscal
implications of Covid, it was unable to do so.
Although there were several interested buyers, including the likely
purchaser of the properties, the Maryland National Capital Park &
Planning Commission, in April 2024 the Church was served with
foreclosure documents from the Lodge. This case was subsequently
filed to obtain time to sell the properties.
The Plan provides for payment of administrative expenses, priority
claims, and secured creditors in full or in part, either in cash or
in deferred cash payments, and provides for payments to unsecured
creditors in an amount equal to or greater than they would receive
in the event of a Chapter 7 liquidation. Funds for implementation
of the Plan will be derived from the Debtor's income from the
operations of its business.
Class C-1 consists of all allowed general unsecured claims against
the Debtor. There is currently one allowed Class C-1 claim, that of
Mt. Aetna Camp & Retreat Center, in the amount of $4,612.00. This
claim shall be paid in full, with interest at the federal judgment
rate in effect on the Effective Date of the Plan, within 30 days
following the sale of the Debtor's real. This class is not
impaired.
Funds for implementation of the Plan will be derived from the sale
of the Debtor's real estate. As of the date of this Plan, the
Maryland National Park & Planning Commission has signed a Letter of
Intent to purchase the College Park properties for $5,150,000,
which should close before the end of 2024. The Debtor is also
entertaining backup/alternate offers.
Should such sale not occur to the MNCPPC, such of the Debtor's real
estate as shall be sufficient to pay all allowed claims in full
shall be sold, with such sale to be completed and such payments
made on or before the one-year anniversary of the Effective Date.
The value of the Debtor's real estate is believed to be sufficient
for all allowed claims to be paid in full from its sale.
A full-text copy of the Chapter 11 Plan dated August 12, 2024 is
available at https://urlcurt.com/u?l=QAXb65 from PacerMonitor.com
at no charge.
Co-Counsel to the Debtor:
Brett Weiss, Esq.
Weiss Law Group, LLC
8843 Greenbelt Road, Suite 299,
Greenbelt, Maryland 20770
Tel: (301) 924-4400
Fax: (240) 627-4186
Email: brett@BankruptcyLawMaryland.com
Michael A. Ostroff, Esq.
Montero Law Group, LLC
1738 Elton Road, Suite 105
Silver Spring, MD 20903
Telephone: (301) 588-8100
Facsimile: (301) 588-8101
Email: mostroff@monterolawgroup.com
About Iglesia De Dios Pentecostes
Mision El Buen Samaritano
Iglesia de Dios Pentecostes is a pentecostal church in College
Park, Maryland.
Iglesia de Dios Pentecostes, Mision el Buen Samaritano filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Md. Case No. 24-14088) on May 13, 2024. The
petition was signed by Juan M. Flores as pastor/president. At the
time of filing, the Debtor estimated $5,829,100 in assets and
$3,569,268 in liabilities.
Michael A. Ostroff, Esq., at Montero Law Group, LLC, is the
Debtor's counsel.
INNOVATE CORP: Regains Compliance With NYSE Minimum Price Rule
--------------------------------------------------------------
INNOVATE Corp. announced on September 3, 2024, that it has received
a letter from the New York Stock Exchange dated August 27, 2024,
notifying the Company that it is no longer considered below the
NYSE's continued listing criterion of a minimum average share price
of US $1.00 over a 30 trading-day period.
"The INNOVATE team is pleased to share that we have received
notification from the New York Stock Exchange regaining listing
compliance," said Paul Voigt, INNOVATE's CEO. "Regaining compliance
with NYSE allows us to shift management and investor focus back on
to our positive growth story."
About Innovate
New York-based Innovate Corp. -- innovatecorp.com -- is a
diversified holding company that has a portfolio of subsidiaries in
a variety of operating segments. The Company seeks to grow these
businesses so that they can generate long-term sustainable free
cash flow and attractive returns in order to maximize value for all
stakeholders. As of Dec. 31, 2023, its three operating platforms or
reportable segments, based on management's organization of the
enterprise, are Infrastructure, Life Sciences, and Spectrum, plus
its Other segment, which includes businesses that do not meet the
separately reportable segment thresholds.
Innovate incurred a net loss of $38.9 million in 2023, compared to
a net loss of $42 million in 2022. As of Dec. 31, 2023, the Company
had $1.04 billion in total assets, $1.18 billion in total
liabilities, $15.4 million in total temporary equity, and a total
stockholders' deficit of $151.7 million.
* * *
In May 2024, S&P Global Ratings lowered its issuer credit rating on
Innovate Corp. to 'CCC' from 'CCC+' and its rating on the company's
senior notes due 2026 to 'CCC+' from 'B-'. The recovery rating on
the notes remains '2', indicating its expectation for meaningful
(75%) recovery in the event of a default. The negative outlook
reflects S&P's view that the company's liquidity will be under
stress in the next six to 12 months, such that sources are unlikely
to meet uses absent any unforeseen positive developments.
The downgrade indicates S&P Global Ratings' view that Innovate's
liquidity will be strained for the next six to 12 months and that
the risk of its failure to make interest payments has increased. As
of March 31, 2024, the company had corporate-level cash and
equivalents of $9.2 million and was fully drawn on its $20 million
line of credit. While the company receives cash flows from dividend
payments and tax share agreements from its subsidiary DBM Global
Inc., S&P believes it may be strained to make the $39 million in
interest payments on its corporate-level debt over the next 12
months.
INTEGRATED VENTURES: Acquires 51% of Healthy Lifestyle for $350,000
-------------------------------------------------------------------
Integrated Ventures Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that on August 29,
2024, the Company, through MedWell Direct, LLC, a Nevada limited
liability company and a wholly-owned subsidiary of the Company,
consummated its acquisition of 51% of the membership interests of
Healthy Lifestyle USA LLC, a Florida limited liability company,
pursuant to execution and delivery of that certain membership
interest purchase agreement, dated as of August 14, 2024, between
Medwell, Healthy Lifestyle, and the members of Healthy Lifestyle.
The purchase price for the Membership Interests was $350,000,
consisting of $250,000 in cash and 97,087 shares of the Company's
common stock with a market value of $100,000. The number of
Purchased Shares was based on the $1.03 closing price of the
Company's common stock on the OTCQB marketplace on August 28, 2024,
the date immediately preceding the closing date. The Selling
Members are also entitled to a potential post-closing earn-out
payment based on Healthy Lifestyle's financial performance.
Pursuant to the Purchase Agreement, Medwell shall facilitate (i) an
operating loan for Healthy Lifestyle in the aggregate amount of
$182,000 for working capital and (ii) an advertising credit line
for Healthy Lifestyle up to $300,000 on commercially reasonable
terms for advertising expenses.
Effective August 27, 2024, Healthy Lifestyle made a promissory note
in favor of Medwell in the principal amount of $182,000, for
working capital purposes, with such principal to be issued as
follows:
(i) $42,000 on the effective date of the Note;
(ii) $60,000 15 days after such effective date of the Note;
and
(iii) $80,000 45 days after such effective date of the Note.
The Note shall not bear any interest, and the repayment of the
principal amount is due on or before the six-month anniversary of
the Note.
Additionally, on August 27, 2024, Medwell entered into a line of
credit agreement with Healthy Lifestyle whereby Medwell agreed to
loan Healthy Lifestyle $100,000 to be used exclusively for
pay-per-click advertising. Pursuant to the Line of Credit
Agreement, if Healthy Lifestyle repays the $100,000 loan amount and
achieves a certain cost to acquire a customer of $225 (not
including marketing admin fees/commissions), Medwell shall lend
Healthy Lifestyle $200,000 to be used exclusively for PPC, and if
Healthy Lifestyle repays the $200,000 loan amount and achieves a
CPA of $225, Medwell shall lend Healthy Lifestyle $300,000 to be
used exclusively for PPC. Such $100,000 initial funding was made on
August 27, 2024.
The principal amount of the loan bears interest at 0.00% per annum.
The principal amount of the loan shall be due and payable in full
on or before the six-month anniversary of August 26, 2024.
About Integrated Ventures Inc.
Integrated Ventures Inc. -- integratedventuresinc.com -- is a
diversified holdings company that seeks to develop, acquire, and
invest in businesses, primarily in the technology sector with a
focus on blockchain applications, information technology, and
cryptocurrency mining, which includes mining, design, management,
and operation of data centers and power plants.
Houston, Texas-based M&K CPAS, PLLC, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
Sept. 28, 2023, citing that the Company has suffered net losses
from operations in current and prior periods and has an accumulated
deficiency, which raises substantial doubt about its ability to
continue as a going concern.
Integrated Ventures disclosed a net loss of $25.46 million for the
year ended June 30, 2023, compared to a net loss of $565,514 for
the year ended June 30, 2022. As of March 31, 2024, Integrated
Ventures had $5.95 million in total assets, $3.31 million in total
current liabilities, $1.13 million in series C preferred stock, $3
million in series D preferred stock, and a total stockholders'
deficit of $1.48 million.
JOHNSON ENTERPRISES: Has Deal on Cash Collateral Access
-------------------------------------------------------
Johnson Enterprises-Johnson Wash Systems, LLC, informs the U.S.
Bankruptcy Court for the Eastern District of Michigan it has
reached an agreement with its creditor for the use of cash
collateral during the wind-down/liquidation of the Debtor's assets.
Accordingly, the Debtor asks the Court to authorize that use, which
has been stipulated to by the sole creditor having an interest in
the cash collateral, the United States Trustee and the Subchapter V
Trustee appointed in the Debtor's case.
On the Petition Date, the Debtor, without admission, believes its
cash collateral consists of:
a. Cash of approximately $0.00;
b. Bank accounts located at Bank of Ann Arbor, Lake Trust
Credit Union and University of Michigan Credit Union holding
approximately $961.07 at the time of bankruptcy filing; and
c. Accounts Receivable with a face value of approximately
$8,060.
The Debtor previously sought and was denied use of Cash Collateral
following a first day hearing conducted on August 28, 2024.
Subsequently, the Debtor reviewed its financial information and
revised its projections to determine the viability of the company
without receiving the funds swept by BOAA. Ultimately, the
determination was made that the manufacturing operations of the
Debtor were not financially viable and should be liquidated.
Because of the unique or specialized nature of the equipment and
inventory, the Debtor has determined that the best means of
maximizing the value of the assets to be sold is to maintain
control of the liquidation process rather than converting to
Chapter 7 or surrendering the assets to the secured creditor. The
Debtor has met with an auctioneer and received a proposal for the
liquidation of the assets. The Debtor believes the sale of the
tangible assets could substantially reduce their secured debt to
BOAA. A sale motion will be filed shortly.
The Debtor entered into a loan agreement with BOAA, the terms of
which provided for BOAA receiving a lien in all of the Debtor's
assets, including Cash Collateral. First National Bank in Howell,
the predecessor of BOAA, filed a UCC financing statement with the
State of Michigan against the Debtor's assets on September 13,
2019. The Debtor anticipates BOAA may assert a first priority
security interest in the Cash Collateral to secure indebtedness in
the approximate amount of $45,000; however, it should be noted that
BOAA holds a second position mortgage on residential real property
owned by Kathleen Barge and her husband, Joseph Barge, which
secures performance of their personal guaranty. BOAA is oversecured
as a result of the second mortgage.
In order to avoid immediate and irreparable harm to the Debtor and
the Chapter 11 estate, the parties agree that the Debtor may use
Cash Collateral in an amount not to exceed $51,000, to pay the
immediate operating expenses of the business for 120 days following
the entry of the present Order.
The Debtor proposes to segregate funds in a Debtor-In-Possession
account to pay the professional fees incurred by its legal counsel,
accountant, and the Subchapter V Trustee, to the extent the fees
are allowed by the Court. The Debtor submits that the Professional
Fees will remain property of the estate, until such time that
Professional Fees are allowed by Court order and will be free and
clear of the liens, claims, and encumbrances of any secured
creditors. The Debtor says this arrangement provides a practical
and necessary mechanism for the payment of allowed administrative
expenses to retained professionals and the Subchapter V Trustee.
About Johnson Enterprises
Johnson Enterprises-Johnson Wash Systems, LLC operated a design,
manufacturing, and installation business for truck washing systems.
It is one of only a handful of such businesses in the United States
and typically serves companies that maintain fleets of trucks.
Johnson Enterprises-Johnson Wash Systems, LLC sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich.
Case No. 24-31570) on August 22, 2024, with $50,001 to $100,000 in
assets and $100,001 to $500,000 in liabilities.
Judge Joel D. Applebaum presides over the case. Mark H. Shapiro,
Esq., represents the Debtor as legal counsel.
Charles Mouranie of CMM & Associates serves as Subchapter V
trustee.
KOSMOS ENERGY: Moody's Rates New $500MM Sr. Unsecured Notes 'B3'
----------------------------------------------------------------
Moody's Ratings assigned a B3 rating to Kosmos Energy Ltd.'s
proposed $500 million senior unsecured notes due 2031. Kosmos
Energy's other ratings, including its B2 Corporate Family Rating,
and stable outlook were unchanged.
Net proceeds will be used to redeem nearer dated maturities. The
company has concurrently launched a cash tender offer to repurchase
(i) up to $400.0 million in aggregate principal amount of the 2026
notes and (ii) up to $100.0 million in aggregate principal amount
of the 2027 and 2028 notes.
"This is a leverage neutral transaction that extends Kosmos
Energy's debt maturity profile," said Sajjad Alam, Moody's Ratings
Vice President.
RATINGS RATIONALE
The proposed notes will rank pari passu with the company's existing
senior unsecured notes and hence have the same B3 rating. The new
notes will also rank equally in right of payment with the unsecured
corporate revolving credit facility (unrated). The notes and the
corporate revolver have identical upstream guarantees from the
company's Gulf of Mexico subsidiaries. Kosmos Energy's senior notes
are rated B3, one notch below the B2 CFR, given their unsecured
claim to the company's assets, and their structurally subordinated
position to the secured RBL facility. The RBL facility is secured
by and guaranteed by the total value in the Jubilee and TEN fields
in Ghana and the Ceiba and Okume fields in Equatorial Guinea (EG).
Kosmos Energy's B2 CFR is restrained by the sovereign credit risks
of Government of Ghana (Ca/Caa3 FC/LC issuer rating, stable
outlook), where the majority of the company's cash flow is
generated. The Ghana concentration should start to moderate in 2025
as production at the Tortue Phase 1 LNG project ramps up alongside
modest volume growth in the Gulf of Mexico and Equatorial Guinea.
The current country-level risk is reflected in Kosmos Energy B2
CFR, which is one notch above Ghana's B3 local currency ceiling and
two notches above Ghana's Caa1 foreign currency ceiling. The
company faces low transfer and convertibility risks in Ghana and
the company's petroleum agreement with the Ghanian government has a
multifaceted system of contract stabilization. Amid growing
production and cash flow and a big drop in growth spending in 2025,
the company should have increased capacity to generate free cash
flow, reduce debt and pursue growth initiatives.
The company's stable outlook is consistent with Ghana's stable
outlook. The outlook also considers Kosmos Energy's improving
production, cash flow and financial flexibility.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The ratings could be upgraded if Kosmos can further diversify
production and reduce its reliance on Ghana by generating increased
cash flow elsewhere to support its debt load and reinvestment
needs. The ratings could also be upgraded if Ghana's rating were
upgraded, including Ghana's local currency country ceiling. The
ratings could be downgraded if the RCF/debt ratio falls below 20%
or any adverse policy action from Ghana's government materially
impairs Kosmos' asset value or weakens liquidity.
Kosmos Energy Ltd. is a Dallas, Texas based publicly traded
exploration and production company with assets in offshore West
Africa and the US Gulf of Mexico.
The principal methodology used in this rating was Independent
Exploration and Production published in December 2022.
LAZYDAYS HOLDINGS: Faces Going Concern Doubt Amid Covenant Woes
---------------------------------------------------------------
Lazydays Holdings, Inc. disclosed in a Form 10-Q Report filed with
the U.S. Securities and Exchange Commission for the quarterly
period ended June 30, 2024, that there is substantial doubt about
its ability to continue as a going concern.
The Company has experienced a decline in its operating performance
driven primarily by the continued recreational vehicle industry
slowdown and consumer uncertainty. As a result, as of June 30,
2024, the Company was not in compliance with certain financial
covenants under the Second Amended and Restated Credit Agreement
dated as of February 21, 2023 by and among LDRV Holdings Corp., as
Borrower Representative, Manufacturers and Traders Trust Company,
as Administrative Agent, and the other loan parties and lenders
party thereto, including a minimum consolidated EBITDA covenant,
but the Company has received temporary waivers from 100% of the
lenders participating in the Credit Agreement (for the defaults at
issue through August 30, 2024). Due to the reclassification of our
long-term debt as a current liability, the Company was also not in
compliance with the current ratio covenant. The Company is not
certain as to when the industry will recover and anticipates that
unit sales may continue to be well below long-term averages and
therefore believes the potential exists that it may continue to not
be in compliance with existing financial covenants under the Credit
Agreement for the twelve-month period after the issuance date of
the financial statements. If the Company is not in compliance with
its covenants, absent a further waiver or amendment, it will be an
event of default at the end of the waiver period that would give
lenders the right, but not the obligation, to accelerate amounts
outstanding. In that event, the Company may need to seek other
sources of capital and there can be no assurances that the Company
would be able to do so on acceptable terms.
As of June 30, 2024, and excluding the reclassification of
long-term debt to current, the Company had $27.7 million of working
capital, which included $42 million of cash on hand. In light of
the recent industry challenges the Company has faced, it
implemented cost reductions with estimated annual savings of $30
million; is actively negotiating an amendment to its Credit
Agreement; and is seeking to raise additional capital.
While management intends for both its cost cutting efforts and
plans to enter into a new amendment to the Credit Agreement with
covenants that the Company can satisfy and/or obtaining additional
capital to alleviate the conditions or events that raise
substantial doubt about its ability to continue as a going concern,
these elements are not entirely within the Company's control. In
addition, there is no guarantee that the cost reductions will
continue to be achieved or have the full value of expected
benefits, that such an amendment will be agreed or that additional
capital will be available on terms acceptable to the Company or at
all. As a result, there is substantial doubt regarding the
Company's ability to continue as a going concern.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/yc6s62vf
About Lazydays Holdings
Tampa, Fla.-based Lazydays Holdings, Inc. operates as a holding
company. The Company, through its subsidiaries, retails
recreational vehicles and related accessories, as well as offers
repairs and maintenance services. Lazydays Holdings serves
customers in the United States.
As of June 30, 2024, the Company had $772.4 million in total
assets, $624.2 million in total liabilities, $60.2 million in
Series A convertible preferred stock, and $88 million in total
stockholders' equity.
LEARFIELD COMMUNICATIONS: S&P Affirms 'B-' ICR, Outlook Stable
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on
Learfield Communications LLC. S&P also affirmed its 'B' issue-level
rating on the company's senior secured debt. S&P's recovery rating
on this debt remains '2'.
S&P said, "The stable outlook reflects our expectation for FOCF to
debt to remain below 5% over the next year, despite our estimate
that gross leverage (before lease and minimum guaranteed payment
adjustments) will improve below 5x.
"We expect Learfield's leverage will decline below 5x over the next
12 months, but that FOCF will remain muted. We expect Learfield to
end its fiscal 2024 (ended June 30, 2024) with leverage (before
lease and minimum guarantee payment adjustments) of about 5.5x,
further improving to 4.7x in its fiscal 2025 (June 30, 2025).
However, despite the improvement in leverage, we expect FOCF to
debt is expected to remain muted at about 2%.
"Over the past year, Learfield has completed various cost and
contract restructurings that aided in EBITDA growth. These included
achieving rights fees concessions with underperforming schools,
work force reductions, and internal investments in operational
improvements. We estimate its EBITDA (before adjustments for lease
and minimum guaranteed payments) nearly doubled to about $100
million in its fiscal 2024 from about $50 million in its fiscal
2023. We expect this will improve further to about $120 million in
fiscal 2025 as unprofitable contracts roll off, the company
realizes the full benefits of its cost saving initiatives, and it
continues to benefit from the growing popularity of college
athletics.
"However, we expect the company to generate around $10 million of
FOCF in fiscal 2025. The company has large calls on its cash due to
its minimum guaranteed payments to it university partners, as well
as an estimated $20 million to $30 million of annual capital
expenditures and an additional $20 million to $30 million for the
purchase of intangible assets such as media rights. We expect the
company can continue improving FOCF generation, although we believe
it is unlikely to reach our 5% upgrade threshold until fiscal 2026
as it will take time to improve operational leverage, and have
unperforming contracts expire, while maintaining multimedia revenue
growth in excess of the growth in guaranteed rights fees."
Learfield's advertising revenue remains exposed to macroeconomic
risk. Learfield's performance is strongest in periods with
favorable economic conditions and growth given its advertising
revenues depend on corporate advertising and marketing expenditures
and consumer discretionary spending. S&P Global economists expect a
low growth environment for the next couple of years. If economic
conditions deteriorate or stagnate beyond S&P's current
expectations, the company's revenue and EBITDA generation will
likely be much weaker than our current forecast.
S&P said, "The stable outlook reflects our expectation that FOCF to
debt will remain below 5% over the next year, despite our estimate
that gross leverage (before lease and minimum guaranteed payment
adjustments) will decline below 5x.
"We could lower our rating on Learfield if we view its capital
structure as unsustainable, which could occur if the company is
unable to generate positive sustained cash flow and liquidity
weakens such that it has difficulty meeting its financial
obligations. This could be caused by macroeconomic or competitive
pressures that lead to the company's advertising revenue growth not
keeping pace with growth in its minimum guaranteed payments. This
would ultimately pressure margins and cause EBITDA and cash flow to
deteriorate."
S&P could raise its rating on Learfield if:
-- The company establishes a track record of positive EBITDA and
cash flow growth; and
-- Learfield improves FOCF to debt above 5% on a sustained basis
while maintaining leverage (before lease and minimum guaranteed
payment adjustments) below 6x.
Governance factors are a moderately negative consideration, as it
is for most rated entities owned by private-equity sponsors. S&P
believes the company'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.
LEXARIA BIOSCIENCE: Appoints Richard Christopher as CEO
-------------------------------------------------------
Lexaria Bioscience Corp. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that on August 31,
2024, pursuant to the approval of its Board of Directors, the
Company appointed Richard Christopher, 54, to the position of Chief
Executive Officer replacing Christopher Bunka who will remain as
the Company's Chairman of the Board and as a strategic advisor to
the executive team.
In connection with Mr. Bunka's transition to a consulting role, the
Company paid the following as a severance package to terminate the
current independent contractor agreement for CEO services (the
Contract being previously filed with the Company's 10-Q on January
14, 2022):
* A lump sum Termination Break Fee equal to 17 times the
current Monthly Fee;
* A pro rata portion of any Annual Bonus payable pursuant to
the completion of performance milestones; and
* Any Material Transaction Bonus that may be payable within
six months of the termination date.
Mr. Christopher who will be the Company's ongoing CEO, will also be
assuming the responsibilities of principal financial officer and
principal accounting officer until the Company has appointed a new
Chief Financial Officer. Mr. Christopher does not have any family
relationships with any other person employed or engaged by the
Company nor has Mr. Christopher been a party to any transaction
with the Company exceeding $120,000.
Mr. Christopher has extensive experience with pharmaceutical and
medical device companies. He was the Chief Financial Officer of
Invivo Therapeutics Holdings Corp. from 2019 to 2024. InVivo
Therapeutics was a pioneering biomaterials and biotechnology
company with a focus on the treatment of spinal cord injuries. Its
goal was to develop and commercialize groundbreaking technologies
and treatments for spinal cord injury (SCI). At the core of
InVivo's technology portfolio was the Neuro-Spinal Scaffold™ a
novel and proprietary biomaterial that is implanted into the
epicenter of the injury to modulate the healing environment and
serve as a support for neuroregeneration. As the Neuro-Spinal
Scaffold failed to advance through clinical trials, InVivo delisted
from the Nasdaq Stock Market around March 20, 2024.
Mr. Christopher was the Chief Financial Officer of iCAD, Inc. from
December 2016 through January 2019. iCAD, Inc. is a Nasdaq-listed
company with a focus on therapies and solutions for the early
identification and treatment of cancer, where he held both
financial and operational responsibilities. Prior to iCAD, Inc.,
Mr. Christopher was Chief Financial Officer from March 2014 through
December 2016 and Chief Operating Officer from October 2015 through
December 2016 of Caliber Imaging & Diagnostics, Inc., a medical
technology company focused on cancer detection imaging solutions,
with primary applications in dermatology. Prior to Caliber and
starting in 2000, Mr. Christopher held various positions of
increasing responsibility at DUSA Pharmaceuticals, Inc., a
Nasdaq-listed dermatology company focused on the treatment of
precancerous skin lesions, where he ultimately served as Chief
Financial Officer from January 2005 through its acquisition and
integration into Sun Pharmaceuticals Industries Ltd in April 2013.
Mr. Christopher holds a Master of Science in Accounting from
Suffolk University and a Bachelor of Science in Finance from
Bentley University.
In connection with his employment with the Company and pursuant to
the terms of an employment agreement dated August 31, 2024, Mr.
Christopher will receive an annual Base Salary which shall be
increased by 5% on each of January 1, 2025 and 2026. Mr.
Christopher is also eligible for an annual bonus that targets 50%
of his annualized Base Salary based upon achievement of certain
performance goals. In accordance with the Agreement, on Augst 31,
2024, the Board granted Mr. Christopher an incentive stock option
to purchase up to 200,000 shares of the Company's common stock,
pursuant to its Equity Incentive Plan. The Options have an exercise
price per share equal to $3.92, being $0.01 above the closing
price of the Company's shares on the Nasdaq Capital Market closest
to the grant date, and will vest commencing on February 28, 2025 as
to 50,000 options with the balance being vested monthly from March
31, 2025 to November 30, 2026 as to 6,818 options with the balance
of 6,822 options vesting on December 31, 2026.
Mr. Christopher is also entitled to a material transaction bonus if
a change of control of the Company occurs, or within six months of
termination without Just Cause or for Good Reason, equal to twelve
(12) months of Base Salary if a Change of Control occurs during the
first year of the Term, thirteen (13) months of Base Salary if a
Change of Control occurs in the second year of the Term and
fourteen (14) months of Base Salary if a Change of Control occurs
in the third year of the Term or any subsequent year of the Term.
Mr. Christopher is also entitled to severance payments under the
Employment Agreement. If his employment is terminated by the
Company without Just Cause or by him for Good Reason, he shall
receive one month of Base Salary for each one month of employment
the Executive has completed with LBC up to a maximum of 12 months'
Base Salary in addition to any accrued wages and earned bonus.
About Lexaria
Headquartered in Kelowna BC Canada, Lexaria Bioscience Corp. --
http://www.lexariabioscience.com/-- is a biotechnology company
developing the enhancement of the bioavailability of a broad range
of fat-soluble active molecules and active pharmaceutical
ingredients ("APIs") using its patented DehydraTECH™ drug
delivery technology. DehydraTECH combines lipophilic molecules or
APIs with specific long-chain fatty acids and carrier compounds
that improve the way they enter the bloodstream, increasing their
effectiveness and allowing for lower overall dosing while promoting
healthier oral ingestion methods.
Lexaria reported a net loss of $6.71 million for the year ended
Aug. 31, 2023, compared to a net loss of $7.38 million for the year
ended Aug. 31, 2022. As of May 31, 2024, Lexaria Bioscience had
$10.02 million in total assets, $271,375 in total liabilities, and
$9.75 million in total stockholders' equity.
Going Concern
"The continuation of Lexaria as a going concern depends on raising
additional capital and/or attaining and maintaining profitable
operations. The accompanying financial statements do not include
any adjustment relating to the recovery and classification of
recorded asset amounts or the amount and classification of
liabilities that might be necessary should our Company discontinue
operations. The recurring losses from operations and net capital
deficiency may raise substantial doubt about the Company's ability
to continue as a going concern within one year following the date
that these consolidated financial statements are issued," Lexaria
said in its Quarterly Report for the period ended May 31, 2024.
LEXARIA BIOSCIENCE: CEO R. Christopher Holds 200,000 Stock Options
------------------------------------------------------------------
Richard Christopher, Chief Executive Officer of Lexaria Bioscience
Corp., filed a Form 3 Report with the U.S. Securities and Exchange
Commission, disclosing direct beneficial ownership of 200,000 stock
options exercisable into common shares at a price of $3.92 each.
The options are set to vest as to 50,000 shares on February 28,
2025, with additional monthly vesting of 6,818 shares starting
thereafter until November 30, 2026, when the remaining 6,822
options will vest on December 31, 2026.
A full-text copy of Mr. Christopher's SEC Report is available at:
https://tinyurl.com/ycx6t5sd
About Lexaria
Headquartered in Kelowna BC Canada, Lexaria Bioscience Corp. --
http://www.lexariabioscience.com/-- is a biotechnology company
developing the enhancement of the bioavailability of a broad range
of fat-soluble active molecules and active pharmaceutical
ingredients ("APIs") using its patented DehydraTECH™ drug
delivery technology. DehydraTECH combines lipophilic molecules or
APIs with specific long-chain fatty acids and carrier compounds
that improve the way they enter the bloodstream, increasing their
effectiveness and allowing for lower overall dosing while promoting
healthier oral ingestion methods.
Lexaria reported a net loss of $6.71 million for the year ended
Aug. 31, 2023, compared to a net loss of $7.38 million for the year
ended Aug. 31, 2022. As of May 31, 2024, Lexaria Bioscience had
$10.02 million in total assets, $271,375 in total liabilities, and
$9.75 million in total stockholders' equity.
Going Concern
"The continuation of Lexaria as a going concern depends on raising
additional capital and/or attaining and maintaining profitable
operations. The accompanying financial statements do not include
any adjustment relating to the recovery and classification of
recorded asset amounts or the amount and classification of
liabilities that might be necessary should our Company discontinue
operations. The recurring losses from operations and net capital
deficiency may raise substantial doubt about the Company's ability
to continue as a going concern within one year following the date
that these consolidated financial statements are issued," Lexaria
said in its Quarterly Report for the period ended May 31, 2024.
LL FLOORING: Keeps 219 Stores Open After Finding Last Minute Buyer
------------------------------------------------------------------
MDM Distribution Intelligence reports that flooring, flooring tools
and accessories retailer LL Flooring -- formerly known as Lumber
Liquidators -- reached an agreement with F9 Investments for the
sale of its business that appears to have averted a complete
closure of the organization.
The announcement marks a reversal of the company's September 4,
2024 statement, which had outlined liquidation plans.
F9 Investments will acquire 219 stores, the inventory within those
stores and at LL Flooring's Sandston, VA-based distribution center,
the company's intellectual property and other assets.
The new plan still involves the closure of 211 other stores,
including 117 closures that have already been initiated and 94
others that were originally announced in the company's Chapter 11
bankruptcy filing on Aug. 11. Hilco Merchant Resources continues to
assist LL Flooring through the closure process.
"We are pleased to have reached this agreement with F9 Investments
for a going-concern safe following significant efforts but our team
and advisors to preserve the business and maintain ongoing
operations," LL Flooring President and CEO Charles Tyson said in a
Sept. 6 news release. "As we move through the court-supervised
process toward the approval and completion of this transaction, we
remain committed to continuing to serve our valued customers and
working closely with our vendors and partners."
LL Flooring continues to generally operate and serve its customers
from those 219 stores that are part of the purchase agreement and
the company's online platform.
The transaction is expected to be completed by the end of September
2024.
About LL Flooring Holdings
LL Flooring Holdings, Inc. is a specialty retailer of flooring. The
company carries a wide range of hard-surface floors and carpets in
a range of styles and designs, and primarily sells to consumers or
flooring-focused professionals.
LL Flooring and four of its affiliates sought relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11680)
on August 11, 2024. In the petitions signed by Holly Etlin as chief
restructuring officer, LL Flooring disclosed total assets of
$501,117,025 and total debt of $416,298,035 as of July 31, 2024.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP as
counsel. Houlihan Lokey Capital Inc. serves as the Debtors'
investment banker, AlixPartners LLP acts as the Debtors' financial
advisor, and Stretto, Inc., acts as the Debtors' claims and
noticing agent.
LOOPSTER'S TOWING: Amends NG Secured Claim Pay Details
------------------------------------------------------
Loopster's Towing and Collision, Inc., submitted a First Amended
Plan of Reorganization dated August 12, 2024.
This Plan provides for: 3 classes of secured claims; 1 class of
unsecured claims; and 1 class of equity security holders.
Class 3 consists of the Partially Disputed Secured Claim of NG.
This Claim is secured by disputed judgment lien on the NG
Collateral. The amount of the Class Secured Claim is approximately
$45,000.00. This Class is Impaired. Accordingly, the Reorganized
Debtor shall make 60 equal monthly payments of principal and
interest in the amount of $905.78, which payment amount is
calculated based upon amortizing the amount of the Secured Claim
over a five-year period with interest 7.69% per annum. This claim
shall be paid directly by the Debtor.
Class 4 consists of the Allowed Unsecured Claims against the
Debtor. This Class is Impaired.
* Consensual Plan Treatment: The liquidation value or amount
that unsecured creditors would receive in a hypothetical chapter 7
case is approximately $0.00. Accordingly, the Debtor proposes to
pay unsecured creditors the lesser of all outstanding claims in
full or a pro rata portion of $18,500.00. Payments will be made in
equal quarterly payments of $1,541.67. Payments shall commence on
the fifteenth day of the month, on the first month after the
Effective Date and shall continue quarterly for eleven additional
quarters. Pursuant to Section 1191 of the Bankruptcy Code, the
value to be distributed to unsecured creditors is greater than the
Debtor's projected disposable income to be received in the 3-year
period beginning on the date that the first payment is due under
the plan. Holders of Class 4 claims shall be paid directly by the
Debtor.
* Nonconsensual Plan Treatment: The Debtor proposes to pay
unsecured creditors the lesser of all outstanding claims in full or
a pro rata portion of $18,147.00 its projected Disposable Income.
If the Debtor remains in possession, plan payments shall include
the Subchapter V Trustee's administrative fee which will be billed
hourly at the Subchapter V Trustee's then current allowable blended
rate. Plan Payments shall commence on the fifteenth day of the
month, on the first month that is twelve months after the Effective
Date and shall continue annually for two additional years. The
initial projected annual payment shall be $7,626.00. Holders of
Class 4 claims shall be paid directly by the Debtor.
Class 5 consists of any and all equity interests and warrants
currently issued or authorized in the Debtor. This Class is
Unimpaired. Holders of a Class 7 interests shall retain their full
equity interest in the same amounts, percentages, manner and
structure as existed on the Petition Date.
The Plan contemplates that the Reorganized Debtor will continue to
operate the Debtor’s business.
Except as explicitly set forth in this Plan, all cash in excess of
operating expenses generated from operation until the Effective
Date will be used for Plan Payments or Plan implementation, cash on
hand as of Confirmation shall be available for Administrative
Expenses.
A full-text copy of the First Amended Plan dated August 12, 2024 is
available at https://urlcurt.com/u?l=Lte2c1 from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Jeffrey S. Ainsworth, Esq.
Jacob D. Flentke, Esq.
BransonLaw, PLLC
1501 E. Concord St.
Orlando, FL 32803
Telephone: (407) 894-6834
Facsimile: (407) 894-8559
Email: jeff@bransonlaw.com
jacob@bransonlaw.com
About Loopster's Towing and Collision
Loopster's Towing and Collision, Inc., is a vehicle towing company
that has served the Silver Springs, Ocala, and greater Central
Florida region since 2008.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 24-00532) on Feb. 23, 2024, with
$100,001 to $500,000 in assets and $500,001 to $1 million in
liabilities.
Judge Jason A. Burgess oversees the case.
Jeffrey Ainsworth, Esq., at Bransonlaw, PLLC, is the Debtor's legal
counsel.
LUMEN TECHNOLOGIES: Launches Exchange Offers for Unsecured Notes
----------------------------------------------------------------
Lumen Technologies, Inc. announced in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that the Company and
its indirect, wholly-owned subsidiary, Level 3 Financing, Inc.,
each commenced a series of exchange offers for certain of their
outstanding unsecured notes.
In connection with the Exchange Offers, the Company is offering to
exchange its outstanding (i) 5.125% senior notes due 2026 for its
newly-issued 10.000% secured notes due 2032 and certain cash
consideration, as applicable, (ii) 4.000% senior secured notes due
2027 (unsecured) for New Lumen Notes, (iii) 6.875% debentures,
series G, due 2028 for New Lumen Notes, and (iv) 4.500% senior
notes due 2029 (such existing notes, together with the 5.125%
senior notes due 2026, 4.000% senior secured notes due 2027
(unsecured) and 6.875% debentures, series G, due 2028, the "Subject
Lumen Notes") for New Lumen Notes. Subject to the terms and
conditions specified in the applicable Offering Memorandum,
including the acceptance priority levels, the maximum aggregate
principal amount of New Lumen Notes that Lumen may issue in
exchange for Subject Lumen Notes will not exceed $500,000,000 and
the maximum aggregate principal amount of New Lumen Notes that
Lumen may issue in exchange for 4.500% senior notes due 2029 will
not exceed $100,000,000.
Additioally, Level 3 is offering to exchange its outstanding (i)
3.400% senior secured notes due 2027 (unsecured) for its
newly-issued 10.000% second lien notes due 2032, (ii) 4.625% senior
notes due 2027 for New Level 3 Notes, and (iii) 4.250% senior notes
due 2028 (such existing notes, together with the 3.400% senior
secured notes due 2027 (unsecured) and 4.625% senior notes due
2027, the "Subject Level 3 Notes" and, together with the Subject
Lumen Notes, the "Subject Notes") for New Level 3 Notes. Subject to
the terms and conditions specified in the applicable Offering
Memorandum (as defined below), including the acceptance priority
levels, the maximum aggregate principal amount of New Level 3 Notes
that Level 3 may issue in exchange for the Subject Level 3 Notes
will not exceed $350,000,000.
The Exchange Offers are being made solely in accordance with, and
subject to the terms and conditions set forth in, private offering
memoranda for the Company and Level 3 respectively, each dated as
of September 3, 2024.
Each Exchange Offer will expire at 5:00 p.m., New York City time,
on October 1, 2024, unless extended or earlier terminated by the
Company or Level 3, as applicable, conditioned upon the
satisfaction or, if applicable, waiver of, the conditions thereto.
Further information about the Exchange offer is available at:
https://tinyurl.com/4cx8mp76
About Lumen Technologies
Headquartered in Monroe, Louisiana, Lumen Technologies, Inc. --
lumen.com -- is a facilities-based technology and communications
company that provides a broad array of integrated products and
services to its domestic and global business customers and its
domestic mass markets customers. The Company's platform empowers
its customers to swiftly adjust digital programs to meet immediate
demands, create efficiencies, accelerate market access, and reduce
costs, which allows its customers to rapidly evolve their IT
programs to address dynamic changes.
Lumen reported a net loss of $10.30 billion in 2023 following a net
loss of $1.55 billion in 2022. As of June 30, 2024, Lumen
Technologies had $32.94 billion in total assets, $3.74 billion in
total current liabilities, $18.41 billion in long-term debt, $10.33
billion in total deferred credits and other liabilities, and $466
million in total stockholders' equity.
* * *
As reported by the TCR on April 11, 2024, S&P Global Ratings raised
its issuer credit rating on U.S.-based telecommunications service
provider Lumen Technologies Inc. to 'CCC+' from 'SD' (selective
default). S&P said the 'CCC+' rating reflects ongoing secular
industry pressures in Lumen's business and mass market segments.
Lumen has made some progress improving top-line trends by selling
new products from its digital platform, including
network-as-a-service (NaaS) and ExaSwitch. It is also building some
momentum in the public sector.
Also in April 2024, Moody's Ratings affirmed Lumen Technologies,
Inc.'s Caa2 corporate family rating and Caa2-PD probability of
default rating. Moody's said the CFR affirmation reflects Lumen's
weak operating performance and Moody's continued concerns over the
company's longer-term competitive position.
MAWSON INFRASTRUCTURE: Extends Jewel Acquisition Lease Until 2027
-----------------------------------------------------------------
Mawson Infrastructure Group, Inc., disclosed in a Form 8-K filed
with the Securities and Exchange Commission that on Sept. 9, 2024,
it entered into the Third Amendment to Lease Agreement which
amended the existing Lease Agreement, dated as of Sept. 20, 2021,
by and between the Company and Jewel Acquisition, LLC, pursuant to
which the Company leases approximately 8 acres of land and
improvements located at 950 10th Street (950 Railroad Avenue),
Midland (Beaver County), Pennsylvania. The Amendment extends the
Lease from Sept. 14, 2024 to Sept. 14, 2027 and sets new rental
rates that are effective as of Sept. 15, 2024. Future minimum
lease payments for the Lease, as amended, are approximately
$1,380,509, with annual increases of 3.1%. All other terms of the
Lease remain in full force and effect.
A copy of the Lease Amendment is available for free at the SEC's
website at:
https://www.sec.gov/Archives/edgar/data/0001218683/000121390024077497/ea021417801ex99-1_mawson.htm
About Mawson
Headquartered in Midland, Pennsylvania, Mawson Infrastructure Group
Inc. is a digital infrastructure company. The Company has three
primary businesses -- digital currency mining, co-location and
related services, and energy markets. The Company develops and
operates digital infrastructure for digital currency, such as
bitcoin, mining activities on the Bitcoin blockchain network. The
Company also provides digital infrastructure services for its
co-location services customers that use computational machines to
mine bitcoin through its data centers and the Company charges for
the use of its digital infrastructure and related services. The
Company also has an energy markets program through which it can
receive net energy benefits in exchange for curtailing the power it
utilizes from the grid in response to instances of high electricity
demand. As of March 29, 2024, the Company operates two data center
facilities in Pennsylvania, USA.
Boston, Massachusetts-based Wolf & Company, P.C., the Company's
auditor since 2023, issued a "going concern" qualification in its
report dated March 29, 2024, citing that the Company has incurred
net losses since its inception, and had negative working capital
and will need additional funding to continue operations. This
raises substantial doubt about the Company's ability to continue as
a going concern.
MAWSON INFRASTRUCTURE: Signs Marketing Deal With Outside The Box
----------------------------------------------------------------
Mawson Infrastructure Group Inc. disclosed in a Form 8-K filed with
the Securities and Exchange Commission that on Sept. 11, 2024, the
Company entered into a Marketing Services Agreement with Outside
The Box Capital Inc. pursuant to which Box Capital will provide
certain marketing and distribution services to the Company for a
six month term in consideration for the payment of a fee of
$100,000 worth of restricted shares of the Company's common stock,
as approved by the Company's board.
A full-text copy of the Marketing Agreement is available for free
at the SEC's website at:
https://www.sec.gov/Archives/edgar/data/0001218683/000121390024077497/ea021417801ex99-2_mawson.htm
About Mawson
Headquartered in Midland, Pennsylvania, Mawson Infrastructure Group
Inc. is a digital infrastructure company. The Company has three
primary businesses -- digital currency mining, co-location and
related services, and energy markets. The Company develops and
operates digital infrastructure for digital currency, such as
bitcoin, mining activities on the Bitcoin blockchain network. The
Company also provides digital infrastructure services for its
co-location services customers that use computational machines to
mine bitcoin through its data centers and the Company charges for
the use of its digital infrastructure and related services. The
Company also has an energy markets program through which it can
receive net energy benefits in exchange for curtailing the power it
utilizes from the grid in response to instances of high electricity
demand. As of March 29, 2024, the Company operates two data center
facilities in Pennsylvania, USA.
Boston, Massachusetts-based Wolf & Company, P.C., the Company's
auditor since 2023, issued a "going concern" qualification in its
report dated March 29, 2024, citing that the Company has incurred
net losses since its inception, and had negative working capital
and will need additional funding to continue operations. This
raises substantial doubt about the Company's ability to continue as
a going concern.
MEDI-WHEELS: Unsecureds Will Get 77% of Claims over 36 Months
-------------------------------------------------------------
Medi-Wheels of the Palm Beaches, Inc., filed with the U.S.
Bankruptcy Court for the Southern District of Florida a Plan of
Reorganization dated August 12, 2024.
The Debtor was formed in 2010, by Mariela Vega-Herklotz to engage
in paratransit services.
Throughout its existence, the Debtor has operated under various
business models, including a time where the Debtor owned its own
transportation vehicles, provided staffing at Palm Beach
International Airport and its current model where it provides
drivers for County owned paratransport vehicles. For the most part,
the Debtor has run a profitable business and has gained an
exemplary reputation in the industry.
This Plan provides for a comprehensive reorganization of the Debtor
to preserve its going concern value and future business. This Plan
proposes to pay creditors using the Net Disposable Income of the
Debtor over the three-year period after the Effective Date. The
Plan will allow Secured Creditors to be paid the full value of
their secured interests and Unsecured Creditors to recover
approximately 7.7% of their claim amounts as opposed to nearly no
recovery at all if the Debtor's assets were sold in a hypothetical
Chapter 7 liquidation as all of the Debtor's assets are secured.
The Debtor's assets consist of bank deposits and accounts
receivable, on which the U.S. Small Business Administration ("SBA")
has a first priority lien. Accordingly, after liquidating the
Debtor's accounts and paying the SBA, there would be minimal funds
remaining for any unsecured creditors of the Debtor's estate.
The Debtor is operating as a subcontractor under a contract with
First Transit, Inc. The term of that contract is due to expire on
April 30, 2025. In the event that the Debtor is unable to enter
into another similar subcontract, it will have no choice but to
cease its operations on or about April 30, 2025. In that event, the
Debtor will begin a wind down of the business and all receivables
will be directed to satisfy current operating expenses and then the
obligation to the SBA. If there is sufficient cash and receivables
to satisfy the SBA's Secured Claim, then any surplus will be paid
to the Unsecured Creditors on a pro-rata basis.
The Debtor's financial projections show that the Debtor will have
projected disposable income (three years) of $60,000.00.
At the projected payments to Creditors over the life of the Plan,
the Debtor will be able to maintain its secured obligations and its
current expenses. Upon completion of the 36-month Plan, the Debtor
should be positioned for future success.
This Plan of Reorganization proposes to pay creditors of the Debtor
from the cash flow generated from the ongoing operations of the
Debtor's business.
Non-priority unsecured creditors holding allowed claims will
receive distributions over the 36-month plan which the Debtor has
valued at approximately seven point seven cents ($0.77) on the
dollar. This Plan also provides for the payment of administrative
and priority claims in full.
Class 3 consists of Unsecured Creditor Claims. Class 3 Unsecured
Creditor Claims consist of all nonpriority general Unsecured Claims
and Deficiency Claims. In exchange for full and final satisfaction
of such Claims, each Holder of a Class 3 Unsecured Creditor Claim
shall receive its pro rata share of 12 consecutive quarterly
installments of $5,000.00 each, commencing on the first day of the
month following the Effective Date. This Class is impaired.
The Debtor proposes to pay Unsecured Creditors the sum of
$60,000.00 or 7.7% of the Allowed Unsecured Claims held by
Unsecured Creditors totaling $774,880.95. The Debtor's proposed
payment to Unsecured Creditors consists of the Debtor's projected
net disposable income over three years. The proposed distribution
is significantly greater than what creditors would receive in a
Chapter 7 liquidation.
Class 4 Claims consists of Equity Security Holders who shall retain
their interests in the Reorganized Debtor to the same extent such
interests were held in the Debtor prepetition.
On the Effective Date, the Debtor will continue to operate its
business and provided the Plan is confirmed under Section 1191(a)
of the Bankruptcy Code, the Debtor will make all payments in
accordance with the provisions of the Plan. The Plan payments will
be derived from the Debtor's cash available on the Effective Date
and the ongoing cash flow generated from the operation of the
Debtor's business.
A full-text copy of the Plan of Reorganization dated August 12,
2024 is available at https://urlcurt.com/u?l=aHkauc from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Jeffrey N. Schatzman, Esq.
SCHATZMAN & SCHATZMAN, P.A.
9990 SW 77th Ave Penthouse 2
Miami, FL 33156
Phone: (305) 670-6000
Email: jschatzman@schatzmanlaw.com
About Medi-Wheels of the Palm Beaches
Medi-Wheels of the Palm Beaches, Inc., a company in West Palm
Beach, Fla., offers medical transportation services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-14732) on May 14,
2024, with $96,813 in assets and $1,629,222 in liabilities.
Mariela Vega-Herklotz, president, signed the petition.
Judge Erik P. Kimball presides over the case.
Jeffrey N. Schatzman, Esq., at Schatzman & Schatzman, P.A., is the
Debtor's legal counsel.
MINIM INC: Obtains Extension on Nasdaq Delisting TRO Until Sept. 30
-------------------------------------------------------------------
Minim Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on Sept. 5, 2024, the Company and The
Nasdaq Stock Market entered into a stipulation which was ordered by
the State Court on Sept. 6, 2024, to extend the temporary
restraining order ("TRO") until Sept. 30, 2024, at which point oral
arguments will be heard by the State Court.
The Company filed for, and on Aug. 20, 2024, was granted a TRO by
the Supreme Court of the State of New York, Kings County. The
application for the TRO was filed by the Company in order to
prohibit Nasdaq from delisting the Company's common stock from
Nasdaq. The TRO was effective until Sept. 5, 2024. On Aug. 20,
2024, following the State Court's grant of the TRO, Nasdaq removed
the case to federal court.
On Sept. 4, 2024, the U.S. District Court for the Eastern District
of New York remanded the case to the State Court.
About Minim Inc.
Minim was founded in 1977 as a networking company and now delivers
intelligent software to protect and improve the WiFi connections.
Headquartered in Manchester, New Hampshire, Minim held the
exclusive global license to design, manufacture, and sell consumer
networking products under the Motorola brand until 2023. The
Company's cable and WiFi products, with an intelligent operating
system and bundled mobile app, were sold in leading retailers and
e-commerce channels in the United States. Its AI-driven cloud
software platform and applications make network management and
security simple for home and business users, as well as the service
providers that assist them -- leading to higher customer
satisfaction and decreased support burden.
"At June 30, 2024, we believe our current cash and cash equivalents
may not be sufficient to fund working capital requirements, capital
expenditures and operations during the next twelve months. Our
ability to continue as a going concern will depend on our ability
to obtain additional equity or debt financing, attain further
operating efficiencies, reduce or contain expenditures and increase
revenues. Based on these factors, management determined that there
is substantial doubt regarding our ability to continue as a going
concern. The Company will continue to monitor its costs in
relation to its sales and adjust accordingly," the Company said in
its Quarterly Report for the period ended June 30, 2024.
MP PPH: Updates Unsecureds & Several Secured Claims Pay
-------------------------------------------------------
MP PPH LLC submitted a Fourth Revised Plan of Liquidation dated
August 13, 2024.
The Plan will be implemented by, among other things, the
liquidation and satisfaction of the Debtor's debts through a sale
of its Property and the creation of a Liquidating Trust to receive,
further liquidate as necessary, and, distribute all Assets of the
Debtor to the Allowed Claimants.
Regarding sale of the Property, the Debtor has executed the Sale
Agreement with Clear Investment Group, LLC, which shall serve as an
entry level bid for sale of the Property upon which higher and
better bids for sale of the Property may be obtained in an auction
process whose terms are to be established through a bidding process
established though a separate Bidding Procedures Motion filed by
the Debtor.
With the establishment of the Liquidating Trust, the Plan proposes
the transfer to the Liquidating Trust of the Liquidating Trust
Assets, including, without limitation, all Cash, including the
remaining proceeds to be derived from sale of the Property
following successful closing and payment of associated closing
costs and Allowed Secured Claims, and the Debtor's Retained Causes
of Action. Distributions by the Liquidating Trust shall then be
made in accordance with the Plan and Liquidating Trust Agreement.
Class 3 consists of the Secured Claim of Arbor Realty. Except to
the extent that the Holder of the Allowed Class 3 Claim agrees to a
different and lesser treatment, the Holder of the Allowed Class 3
Claim shall receive from the Debtor, or Liquidating Trustee, as
applicable, in full and complete settlement, satisfaction and
discharge of its Allowed Class 3 Claim, at the time of closing of
Sale of the Property (or as soon as reasonably practicable
thereafter), payment in full of its Allowed Class 3 Claim, with
Post-Petition interest at the non-default rate.
The Holder of the Class 3 Claim will retain its lien until the
Property is sold. The Holder of the Class 3 Claims is impaired by
virtue of depression of its claim to the non-default rate, and is
entitled to vote to accept or reject this Plan.
Class 4 consists of Holders of General Unsecured Claims, except
those Claims classified as C.P.P.A./Housing Claims. Except to the
extent that a Holder of an Allowed Class 4 Claim agrees to a
different and lesser treatment, each Holder of an Allowed Class 4
Claim shall receive from the Liquidating Trustee as provided for in
the Liquidating Trust Agreement, in full and complete settlement
and satisfaction of the Debtor's and Liquidating Trust's payment
obligations under the Plan towards the Allowed Class 4 Claim, such
Holder's pro rata share of the portion of the Liquidating Trust
Assets remaining after payment of the Unclassified Claims and Class
1 to 3 Allowed Claims.
Allowed Class 4 Creditors retain the right to share in all of the
Net Proceeds of the Liquidating Trust. However, it is anticipated
that the most immediate source of payment to Class 4 Creditors will
be from any remaining proceeds of the Sale of the Property.
Following the Sale of the Property contemplated by this Plan, the
Proceeds will be used to pay creditors in Classes 1-3. The
remaining proceeds will be paid to holders of Allowed Class 4 and
Allowed Class 5 Claims, with the payment to be made pro rata.
Holders of Class 4 Claims are impaired and are entitled to vote to
accept or reject this Plan.
Class 5 consists of all Holders of C.P.P.A./Housing Claims. For the
purposes of clarity, the Class 5 Claims consist of the DC
C.P.P.A./Housing Claim and Holders of Tenant C.P.P.A./Housing
Claims to the extent such claims become Allowable. Except to the
extent that a Holder of an Allowed Class 5 Claim agrees to a
different and lesser treatment, each Holder of an Allowed Class 5
Claim shall receive from the Liquidating Trustee as provided for in
the Liquidating Trust Agreement, in full and complete settlement
and satisfaction of the Debtor's and Liquidating Trust's payment
obligations under the Plan towards the Allowed Class 5 Claim, such
Holder's pro rata share of the portion of the Liquidating Trust
Assets serving as the Liquidating Trust Assets remaining after
payment of the Unclassified Claims and Class 1-3 Allowed Claims.
Allowed Class 5 Creditors retain the right to share in all of the
Net Proceeds of the Liquidating Trust. However, it is anticipated
that the most immediate source of payment to Class 5 Creditors will
be from any remaining proceeds of the Sale of the Property.
Following the Sale of the Property contemplated by this Plan, the
Proceeds will be used to pay creditors in Classes 1 to 3. The
remaining proceeds will be paid to holders of Allowed Class 4 and
Allowed Class 5 Claims, with the payment to be made pro rata.
Holders of Allowed Class 5 Claims are impaired.
The real estate broker Marty Zupancic of Marcus & Millichap Real
Estate Investment Services of North Carolina, Inc. as realtors
("Realtors") for the estate marketed the Property from October 4,
2023 through May 21, 2024 and received approximately five
meaningful offers. In conjunction with the Realtors, the Debtor
narrowed the offers and then selected a prospective buyer that
would close promptly and be a successful and responsible owner of
the Property.
A motion to approve bid procedures ("Bid Procedures Motion") was
filed with this Court on May 24, 2024. A copy of the resulting Sale
Agreement with Clear Investment was filed with the Bid Procedures
Motion. The proposed base sale price in the Sale Agreement is $58.8
million. The sale provides the tax savings pursuant to the transfer
tax exemption found in Section 1146(a) of the Bankruptcy Code,
which pursuant to the Sale Agreement inure to the benefit of the
Estate.
Approval of the sale of the Property is sought pursuant to
confirmation of the Plan and is subject to higher and better
offers. If one or more Qualified Bids are obtained, the Property
will be sold through an Auction conducted in accordance with
Auction Procedures and Bid Procedures approved by the Court with
Clear Investment, the Stalking Horse Bidder, receiving the Bid
Protections authorized by the Court. If the Auction results in the
Property being sold in an Alternative Transaction, Clear Investment
will receive payment of the Break-Up Fee. If the Property is not
sold in an Alternative Transaction, the Property will be sold to
Clear Investment under the terms of this Plan, the Confirmation
Order, and the Sale Agreement.
Upon the closing of the Sale of the Property, the proceeds of sale
will be used to pay Creditors pro rata in accordance with the
priority scheme established by the Bankruptcy Code. Classes 1 to 3
will be paid in full from the proceeds of sale or in accordance
with such treatment as Holders of those claims otherwise agree. The
funds remaining from the proceeds of sale after payment of
Creditors in Classes 1–3 will be provided to the Liquidating
Trustee and used to make payments to Creditors in Class 4 and Class
5.
A full-text copy of the Fourth Revised Liquidating Plan dated
August 13, 2024 is available at https://urlcurt.com/u?l=8ojLQZ from
PacerMonitor.com at no charge.
MP PPH LLC is represented by:
Marc E. Albert, Esq.
Tracey M. Ohm, Esq.
Joshua W. Cox, Esq.
Ruiqiao Wen, Esq.
STINSON LLP
1775 Pennsylvania Ave., N.W., Suite 800
Washington, DC 20006
Tel: (202) 785-9100
Fax: (202) 572-9943
Email: marc.albert@stinson.com
Email: tracey.ohm@stinson.com
Email: joshua.cox@stinson.com
Email: ruiqiao.wen@stinson.com
About MP PPH LLC
MP PPH, LLC is a single asset real estate entity organized under
the laws of the state of Delaware.
The Debtor filed a Chapter 11 petition (Bankr. D.D.C. Case No.
23-00246) on Aug. 31, 2023, with $100 million to $500 million in
assets and $50 million to $100 million in liabilities. Michael A.
Abreu, vice president of operations, signed the petition.
Judge Elizabeth L. Gunn oversees the case.
The Debtor tapped Marc E. Albert, Esq., at Stinson LLP as
bankruptcy counsel; Lewis Brisbois Bisgaard & Smith, LLP and
NixonPeabody, LLP as special counsels; and Noble Realty Advisors,
LLC, as property manager.
NOVALENT LTD: Kicks Off Chapter 11 Bankruptcy Process
-----------------------------------------------------
Novalent Ltd. filed Chapter 11 protection in the Eastern District
of North Carolina. According to court filings, the Debtor reported
$12,480,356 in debt owed to 1 and 49 creditors. The petition
states funds will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Sept. 25, 2024 at 10:00 a.m. at Greenville 341 Meeting Room.
About Novalent Ltd.
Novalent Ltd., formerly known as Indusco, Ltd., is a biotechnology
engineering firm which has pioneered the development of
long-lasting technology to protect against bacteria and viruses.
Novalent Ltd. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. E.D. N.C. Case No. 24-02756) on August 16, 2024. In
the petition filed by Cameron Harris, as president, the Debtor
reports total assets of $2,102,902 and total liabilities of
$12,480,356.
The Honorable Bankruptcy Judge Joseph N. Callaway oversees the
case.
The Debtor is represented by:
Kevin L. Sink, Esq.
WALDREP WALL BABCOCK & BAILEY PLLC
3600 Glenwood Avenue
Suite 210
Raleigh, NC 27612
Tel: 919-589-7985
E-mail: ksink@waldrepwall.com
NUZEE INC: Issues $750,000 Notes to Two Non-US Investors
--------------------------------------------------------
Nuzee, Inc. disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on Sept. 6, 2024, the Company issued two
Notes with principal amounts of $300,000 and $450,000 separately to
two non-U.S. investors pursuant to the Purchase Agreement following
receipt of the purchase amounts.
On Aug. 20, 2024, NuZee entered into a convertible note purchase
agreement with certain investors to issue and sell convertible
notes in the aggregate principal amount of USD$1,300,000. The
Notes bear interest at an annual rate of 7% and have a maturity
date of one year from the issuance date. The Notes shall not be
converted until the Company obtains shareholder approval for the
issuance of shares underlying the Notes. Upon obtaining such
approval, the holder may convert the Notes into a number of shares
of Common Stock equal to (i) the outstanding principal amount of
the Notes, plus any accrued but unpaid interest, divided by (ii)
$0.94, the conversion price. Any conversion of the Notes resulting
in a fractional share shall be rounded down to the nearest whole
share. On Aug. 20, 2024, in connection with the Purchase
Agreement, the Company entered into a Registration Rights Agreement
with the Investors. The Company shall prepare and, as soon as
practicable, but in no event later than 30 days subsequent to the
filing of the Form 10-Q for the period ended June 30, 2024, or five
business days after the approval by the Company's stockholders of
the transactions contemplated in the Purchase Agreement, whichever
is later.
The Company expects to close the sale of the remaining Note with a
principal amount of $550,000 in due course.
About Nuzee Inc.
NUZEE, INC. is a digital marketing, sales and distribution company
for various consumer products with focuses on food and beverages.
Dedicated to reshaping the digital marketing and distribution with
technological applications, the Company endeavors to create greater
commercial value for its business partners and therefore enhance
its own enterprise value and shareholders' value of their stake in
the Company. The Company has a professional brand and marketing
management system, which can quickly help partnering enterprises
achieve the connection, management, and operation of marketing
channels domestically and globally.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2013, issued a "going concern" qualification in its report dated
Jan. 16, 2024, citing that the Company has suffered recurring
losses and negative cash flows from operations that raises
substantial doubt about its ability to continue as a going
concern.
As of June 30, 2024, the Company had cash of $374,458 and working
capital of $(801,812).
"The Company has not attained profitable operations since
inception. The accompanying consolidated financial statements have
been prepared in accordance with GAAP, which contemplates
continuation of the Company as a going concern. The Company has
had limited revenues, recurring losses and an accumulated deficit.
These items raise substantial doubt as to the Company's ability to
continue as a going concern," said Nuzee in its Quarterly Report
for the period ended June 30, 2024.
NUZEE INC: Issues Final Tranche of $550,000 Note to Non-US Investor
-------------------------------------------------------------------
Nuzee, Inc., disclosed in a Form 8-K filed with the Securities and
Exchange Commission that on Sept. 10, 2024, the Company issued a
note with a principal amount of $550,000 to a non-U.S. investor
pursuant to the Purchase Agreement following receipt of the
purchase amount. Following such issuance, the closing of the sale
of all Notes with the aggregate principal amount of USD$1,300,000
pursuant to the Purchase Agreement has been completed.
On Aug. 20, 2024, NuZee entered into a convertible note purchase
agreement with certain investors to issue and sell convertible
notes in the aggregate principal amount of USD$1,300,000. The
Notes bear interest at an annual rate of 7% and have a maturity
date of one year from the issuance date. The Notes shall not be
converted until the Company obtains shareholder approval for the
issuance of shares underlying the Notes. Upon obtaining such
approval, the holder may convert the Notes into a number of shares
of Common Stock equal to (i) the outstanding principal amount of
the Notes, plus any accrued but unpaid interest, divided by (ii)
$0.94, the conversion price. Any conversion of the Notes resulting
in a fractional share shall be rounded down to the nearest whole
share. On Aug. 20, 2024, in connection with the Purchase
Agreement, the Company entered into a Registration Rights Agreement
with the Investors. The Company shall prepare and, as soon as
practicable, but in no event later than 30 days subsequent to the
filing of the Form 10-Q for the period ended June 30, 2024, or five
business days after the approval by the Company's stockholders of
the transactions contemplated in the Purchase Agreement, whichever
is later.
On Sept. 6, 2024, the Company issued two Notes with principal
amounts of $300,000 and $450,000 separately to two non-U.S.
investors pursuant to the Purchase Agreement following receipt of
the purchase amounts.
About Nuzee Inc.
Headquartered in Vista, California, NUZEE, INC. is a specialty
coffee and technologies company and claim to be a leader co-packer
of single serve pour over coffee in the United States, as well as a
preeminent co-packer of coffee brew bags, which is also referred to
as tea-bag style coffee. In addition to its single serve pour over
and coffee brew bag coffee products, the Company has expanded its
product portfolio to offer a third type of single serve coffee
format, DRIPKIT pour over products, as a result of our acquisition
of substantially all of the assets of Dripkit, Inc. The Company's
DRIPKIT pour over format features a large-size single serve pour
over pack that sits on top of the cup and delivers in its view a
barista-quality coffee experience to customers in the United
States, Canada, and Mexico.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor since
2013, issued a "going concern" qualification in its report dated
Jan. 16, 2024, citing that the Company has suffered recurring
losses and negative cash flows from operations that raises
substantial doubt about its ability to continue as a going
concern.
Going Concern
In its Quarterly Report for the period ended June 30, 2024, Nuzee
said, "Since its inception, the Company has devoted substantially
all of its efforts to business planning, research and development,
recruiting management and technical staff, acquiring operating
assets, raising capital and the commercialization and manufacture
of its single serve coffee products. The Company has grown
revenues from its principal operations; however, there is no
assurance of future revenue growth similar to historical levels.
As of June 30, 2024, the Company had cash of $374,458 and working
capital of $(801,812). The Company has not attained profitable
operations since inception. The accompanying consolidated
financial statements have been prepared in accordance with GAAP,
which contemplates continuation of the Company as a going concern.
The Company has had limited revenues, recurring losses and an
accumulated deficit. These items raise substantial doubt as to the
Company's ability to continue as a going concern. The accompanying
consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty. The
Company's continued existence is dependent upon management's
ability to develop profitable operations and to raise additional
capital for the further development and marketing of the Company's
products and business."
ODYSSEY MARINE: Extends $14MM Note Maturity to December 6
---------------------------------------------------------
Odyssey Marine Exploration, Inc. disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that on
March 6, 2023, Odyssey entered into a Note and Warrant Purchase
Agreement with an institutional investor pursuant to which Odyssey
issued and sold to the Initial Investor a promissory note in the
original principal amount of $14 million and a Warrant to Purchase
Common Stock. Under the terms of the Initial Note, all indebtedness
thereunder was to become due and payable on September 6, 2024. The
Initial Investor thereafter assigned a portion of the interests in
the Initial Note and the Initial Warrant to a limited number of
other parties.
On September 5, 2024, Odyssey and the Current Holders entered into
separate amendments pursuant to which the maturity date of all the
indebtedness originally represented by the Initial Note was
extended from September 6 to December 6, 2024. In connection with
the amendments, Odyssey also agreed to repay an aggregate amount of
$3 million of the principal outstanding to the Current Holders on
or prior to September 6.
About Odyssey Marine
Odyssey Marine Exploration, Inc. and its subsidiaries are engaged
in deep-ocean exploration. Their innovative techniques are
currently applied to mineral exploration and other marine survey
and contracted services. The corporate headquarters are in Tampa,
Florida.
Tampa, Fla.-based Grant Thornton LLP, the Company's auditor since
2023, issued a "going concern" qualification in its report dated
May 17, 2024, citing that the Company incurred net operating losses
during the year ended 2023, and as of December 31, 2023, the
Company's current liabilities exceeded its current assets by $26.6
million, and its total liabilities exceeded its total assets by
$85.9 million. These conditions, along with other matters, raise
substantial doubt about the Company's ability to continue as a
going concern.
ONDAS HOLDINGS: Unit Secures $1.5M Loan Deal With Charles & Potomac
-------------------------------------------------------------------
Ondas Holdings Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that Ondas Networks Inc., a
subsidiary of the Company, entered into that certain Security Note
Agreement, by and among Networks, as borrower, and Charles &
Potomac Capital, LLC, an entity affiliated with Joseph Popolo, a
director of the Company, as lender, pursuant to which, Networks may
draw, and C&P shall loan Networks, up to $1,500,000. Any additional
draw following the Initial Draw shall be entirely subject to C&P's
sole discretion.
Pursuant to the Agreement, Networks issued C&P a secured note in
the amount of $1,500,000, which amount may be increased or
decreased by the mutual written agreement of the parties thereto.
The Note (i) bears interest at a rate of 8% per annum, (ii) has a
maturity date of February 28, 2025, and (iii) is secured by all
assets of Networks. Pursuant to the Agreement, Networks issued C&P
a warrant to purchase shares of preferred stock of Networks,
$0.00001 par value per share.
On September 3, 2024, Networks issued a certain request for draw in
the principal amount of $1,000,000.
C&P previously purchased convertible notes of Networks in the
aggregate original principal amount of $700,000 and $800,000, on
July 8, 2024 and July 23, 2024, respectively, as disclosed in the
Company's Quarterly Report on Form 10-Q, for the quarter ended June
30, 2024, filed with the U.S. Securities and Exchange Commission on
August 14, 2024.
About Ondas Holdings
Marlborough, Mass.-based Ondas Holdings Inc. is a provider of
private wireless, drone, and automated data solutions through its
subsidiaries Ondas Networks Inc., Ondas Autonomous Holdings Inc.,
Airobotics, Ltd, and American Robotics, Inc. Ondas Networks,
American Robotics, and Airobotics together provide users in
defense, homeland security, public safety, and other critical
industrial and government security and infrastructure markets with
improved connectivity, situational awareness, and data collection
and information processing capabilities.
Somerset, N.J.-based Rosenberg Rich Baker Berman, P.A., the
Company's auditor since 2017, issued a "going concern"
qualification in its report dated April 1, 2024, citing that the
Company has experienced recurring losses from operations, negative
cash flows from operations, and a working capital deficit as of
Dec. 31, 2023.
As of June 30, 2024, Ondas Holdings had $82.5 million in total
assets, $46.1 million in total liabilities, $17.03 million in
redeemable noncontrolling interest, and $19.4 million in total
stockholders' equity.
P&L DEVELOPMENT: S&P Affirms 'CCC' ICR, Outlook Developing
----------------------------------------------------------
S&P Global Ratings affirmed its issuer credit rating on U.S.-based
P&L Development Holdings LLC (PLD) at 'CCC'. At the same time, S&P
affirmed its 'CCC' issue-level rating on the $465 million senior
secured notes. The recovery rating remains '4', indicating its
expectation of average (30%-50%; rounded estimate: 30%) recovery in
the event of a payment default.
The developing outlook reflects the possibility that S&P could
either raise or lower the rating depending on the company's ability
to sustain improved performance and potentially transact a deal to
address the 2025 maturities that S&P does not deem as a selective
default, while maintaining sufficient liquidity to operate for the
subsequent 12 months.
PLD's fiscal 2023 was marred by significant operational challenges.
Issues stemmed from over investing in recent years to build out
manufacturing capacity to enter new categories such as oral
electrolyte solutions (OES), mouthwash, and vitamin gummies. Sales
ramp for these product launches were initially not successful, and
the company also faced pressure from significant contract customers
like Abbott Laboratories, Haleon PLC, and Bayer AG decreasing
orders due to factors such as lower marketplace demand and an
intense competitive environment. Unutilized capacity became a
significant overhead drag, leading to a 190 basis points (bps)
decline in S&P Global Ratings-adjusted EBITDA margin.
S&P said, "PLD's performance so far in 2024 has exceeded our
expectations, and we believe the company's operations are much
improved relative to a year ago. We believe PLD has made progress
launching new products, winning contracts, producing more units,
better utilizing its newly built manufacturing capacity, and
growing the base business and personal sanitization segments. The
pace of customer losses or decreased ordering behavior has also
decelerated. Other dynamics such as periodic true-ups of its
take-or-pay clause with Abbott, as well as its recent restructured
manufacturing agreement with Rogue Holdings should drive
incremental profitability on a go-forward basis. The company
achieved first half S&P Global Ratings-adjusted EBITDA margin that
was nearly six percentage points higher than the margin achieved in
2023, and it demonstrated sequential stability in profitability
from the first quarter to the second. Sales grew 21% year over year
and 5% sequentially in the second quarter, which resulted in record
quarterly sales. The company also generated $17 million FOCF in the
first half, which compares to a deficit of $16 million for the same
period a year ago. The improvement in cash flow generation can
mainly be attributed to significant progress on improving working
capital management, including a reduction of inventories by $32
million."
In 2024, S&P expects S&P Global Ratings-adjusted EBITDA to triple
from previously very depressed levels in 2023. This translates to
about 560 bps of EBITDA margin expansion and leverage declining to
the mid-12x area with EBITDA interest coverage around 1x.
Nevertheless, PLD remains highly leveraged, and its recent
performance improvement covers only a six-month period following
years of weak results. It's possible the company may not be able to
address its 2025 debt maturities, particularly if market conditions
deteriorate.
PLD faces significant refinancing risk, but near-term liquidity has
improved. The company's $465 million senior secured notes mature in
November 2025 and its asset-backed lending (ABL) facility expires
in June 2025. S&P said, "While operating performance is trending
better in 2024, PLD's credit metrics remain at distressed levels,
and we continue to view its capital structure as unsustainable.
Future potential rating actions hinge on PLD's willingness and
ability to successfully address its looming maturity. The existing
bonds carry a 7.75% fixed-interest rate, which we believe is much
lower than the rate PLD would be subject to today. Refinancing at
current market rates would likely cause a significant increase in
debt service costs for the company. Nevertheless, we recognize
PLD's recent improvement in its near-term liquidity, though we
still assess its liquidity as weak given its 2025 debt maturities."
The company's recently executed sale-leaseback transaction for its
Copiague and Miami facilities were liquidity-enhancing, with the
full amount of after-tax proceeds going toward debt repayment
(retirement of Miami mortgage and the balance to the ABL).
S&P said, "The developing outlook reflects the possibility that we
could either raise or lower the rating depending on PLD's ability
to sustain improved performance and potentially transact a deal
that we do not deem as a selective default and maintaining
sufficient liquidity to operate for the subsequent 12 months."
PALATIN TECHNOLOGIES: Schedules Annual Meeting for Dec. 12
----------------------------------------------------------
Palatin Technologies, Inc., disclosed in a Form 8-K filed with the
Securities and Exchange Commission that it has established Dec. 12,
2024 as the date of the Company's annual meeting of stockholders
for the fiscal year ended June 30, 2024, and Oct. 28, 2024 as the
record date for determining stockholders entitled to notice of, and
to vote at, the Annual Meeting. The time, place, and detailed
information regarding the proposals to be presented at the Annual
Meeting will be set forth in a Definitive Proxy Statement on
Schedule 14A to be filed with the U.S. Securities and Exchange
Commission.
Because the date of the Annual Meeting will be more than 30 days
from the anniversary of the Company's annual meeting of
stockholders for the fiscal year ended June 30, 2023 held on June
27, 2024, the deadline for submission of proposals by stockholders
for inclusion in the Company's proxy materials for the Annual
Meeting, in accordance with Rule 14a-8 under the Exchange Act of
1934, as amended, will be Oct. 21, 2024, which the Company has
determined to be a reasonable time before it expects to begin to
print and send its proxy materials. Any such proposal must also
meet the requirements set forth in the rules and regulations of the
Exchange Act in order to be eligible for inclusion in the proxy
materials for the Annual Meeting.
In addition, in accordance with the Company's Amended and Restated
Bylaws, any stockholder who intends to nominate a person for
election as a director or submit a proposal for inclusion at the
Company's Annual Meeting must provide notice on or before the close
of business on Sept. 13, 2024. Such notice must comply with the
specific requirements set forth in the Company's Amended and
Restated Bylaws in order to be considered at the Annual Meeting.
Any such proposal shall be marked for the attention of the
Secretary and mailed to the Company's executive offices, 4B Cedar
Brook Drive, Cranbury, NJ 08512.
About Palatin
Headquartered in New Jersey, Palatin -- www.Palatin.com -- is a
biopharmaceutical company developing first-in-class medicines based
on molecules that modulate the activity of the melanocortin
receptor ("MCr") system. The Company's product candidates are
targeted, receptor-specific therapeutics for the treatment of
diseases with significant unmet medical need and commercial
potential. Palatin's strategy is to develop products and then form
marketing collaborations with industry leaders to maximize product
commercial potential.
Philadelphia, Pennsylvania-based KPMG LLP, the Company's auditor
since 2002, issued a "going concern" qualification in its report
dated Sept. 28, 2023, citing that the Company has incurred
operating losses and negative cash flows from operations since
inception and will need additional funding to complete planned
product development efforts that raise substantial doubt about its
ability to continue as a going concern.
"Based on our available cash and cash equivalents as of March 31,
2024, management has concluded that substantial doubt exists about
the Company's ability to continue as a going concern for one year
from the date these consolidated financial statements are issued.
The Company is evaluating strategies to obtain additional funding
for future operations which include but are not limited to
obtaining equity financing, issuing debt, or reducing planned
expenses. A failure to raise additional funding or to effectively
implement cost reductions could harm the Company's business,
results of operations, and future prospects. If the Company is not
able to secure adequate additional funding in future periods, the
Company would be forced to make additional reductions in certain
expenditures. This may include liquidating assets and suspending or
curtailing planned programs. The Company may also have to delay,
reduce the scope of, suspend, or eliminate one or more research and
development programs or its commercialization efforts or pursue a
strategic transaction. If the Company is unable to raise capital
when needed or enter into a strategic transaction, then the Company
may be required to cease operations, which could cause its
stockholders to lose all or part of their investment. The
consolidated financial statements have been prepared assuming the
Company will continue as a going concern, which contemplates the
continuity of operations, the realization of assets and the
satisfaction of liabilities and commitments in the normal course of
business. Assuming no additional funding and based on its current
operating and development plans, the Company expects that existing
cash and cash equivalents as of the date of this filing will be
sufficient to fund currently anticipated operating expenses into
the second half of calendar year 2024," said Palatin in its
Quarterly Report for the period ended March 31, 2024.
PAN AM INVESTMENTS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Pan Am Investments, Inc.
1371 Germano Way
Pleasanton, CA 94566
Business Description: The Debtor is a real estate investment firm.
Chapter 11 Petition Date: September 11, 2024
Court: United States Bankruptcy Court
Northern District of California
Case No.: 24-41391
Judge: Hon. William J Lafferty
Debtor's Counsel: Joyce Lau, Esq.
THE FULLER LAW FIRM PC
60 N Keeble Avenue
San Jose, CA 95126
Email: joyce@fullerlawfirm.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Qais Maqdoor as 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/PLYOQUI/Pan_Am_Investments_Inc__canbke-24-41391__0001.0.pdf?mcid=tGE4TAMA
PARKERVISION INC: Case vs. Qualcomm Sent Back to Florida for Trial
------------------------------------------------------------------
ParkerVision, Inc. announced Sept. 6 that the United States Court
of Appeals for the Federal Circuit ("CAFC") has issued a favorable
ruling in ParkerVision v. Qualcomm (Case No. 2022-1755). The CAFC
upheld ParkerVision's position on each of the appealed issues and
has sent the case back to the Middle District of Florida for
trial.
The CAFC opinion:
* Reversed the District Court's Daubert ruling, which had deemed
ParkerVision's expert report inadmissible and likewise vacated the
District Court's grant of summary judgement of non-infringement of
the transmitter claims which was based on the exclusion of
ParkerVision's infringement experts. The District Court had
dismissed the evidence supporting ParkerVision's patent
infringement claims because the expert did not create his own
simulations of Qualcomm's accused radio frequency chips. However,
the CAFC found that the District Court abused its discretion in
excluding the testimony of ParkerVision's validity expert, stating
"the district court should have left it to jurors to evaluate the
correctness of facts underlying an expert's testimony". This
reversal reinstates ParkerVision's expert report, allowing the
Company to present its infringement claims against Qualcomm to a
jury.
* Vacated the District Court's summary judgement ruling, which
had barred ParkerVision from asserting its radio frequency receiver
patents in this case. The lower court had based its decision on
the argument that these patents are essentially the same as other
ParkerVision receiver patents previously asserted against Qualcomm
in 2011. The CAFC found that the District Court erred in its
determination that the asserted receiver claims did not have a
scope that is materially different from the claims at issue in the
2011 case and remanded for further consideration.
* Reversed the District Court's application of collateral
estoppel, which prevented ParkerVision from defending the validity
of its '940 patent using arguments it previously presented to the
Patent Trial and Appeal Board ("PTAB") and the CAFC. These
arguments had been successful in a prior inter partes review
("IPR") proceeding initiated by Qualcomm in 2015 which delayed the
patent infringement case until 2019.
The CAFC has remanded the case to the U.S. District Court for the
Middle District of Florida, ordering the reopening of the original
case (Case No. 6:14-cv-00687). A copy of the CAFC opinion is
available through the CAFC website at:
https://cafc.uscourts.gov/home/case-information/opinions-orders/.
The CAFC also awarded ParkerVision costs for the appeal.
ParkerVision CEO Jeffrey Parker commented, "I am extremely pleased
with the CAFC rulings, and we are eager to reopen this case in
district court. This case was ready for trial nearly two and a
half years ago, so I am optimistic that the district court will act
swiftly to place it back on the docket. ParkerVision has
prosecuted this case for over a decade, confident that Qualcomm has
built its Smartphone wireless chip business on our proprietary
technologies. Based on publicly available information, we estimate
that our technologies have been integrated without our
authorization into over 1.5 billion Qualcomm chips that have been
made, used, or sold in the U.S. Qualcomm challenged patents through
IPRs, but both the PTAB and the CAFC upheld certain claims as not
invalid. The IPRs delayed the case from 2015 to 2019, a common
tactic in the big tech playbook to delay justice. We are committed
to bringing this case to trial as soon as possible."
History of ParkerVision v Qualcomm:
ParkerVision initiated this case against Qualcomm in the Federal
District Court in Orlando, Florida, in May 2014 while awaiting a
final decision on a separate 2011 patent infringement case
involving different receiver patents (see ParkerVision v.
Qualcomm-2011 below). The case experienced several delays due to
Qualcomm's IPR challenges to patent validity and court closures
caused by the pandemic. By May 2021, all final pre-trial motions
had been filed. With courts reopening in 2022, the District Court
held a pre-trial motion hearing in January 2022, signaling
preparation for a near-term jury trial. However, in March 2022,
the District Court issued orders in Qualcomm's favor on all
motions, effectively barring ParkerVision from presenting the case
to a jury. The court subsequently closed the case file.
ParkerVision appealed three of the District Court's rulings to the
CAFC, and by the end of 2022, both parties had submitted their
appellate briefs and replies. In November 2023, the CAFC permitted
oral arguments to support these briefs. However, in July 2024, the
CAFC found that it lacked proper jurisdiction over the case because
the District Court had not issued a final order on Qualcomm's
counterclaims for invalidity. Subsequently, the parties filed a
joint motion with the District Court. On August 1, 2024, the
District Court issued an order dismissing Qualcomm's invalidity
counterclaims, without prejudice, clearing the way for the CAFC to
proceed with its ruling on the appeal.
ParkerVision v. Qualcomm - 2011
ParkerVision filed its first patent infringement case in 2011,
alleging that Qualcomm infringed on certain receiver patents. In
2013, a jury found that Qualcomm infringed all the patents in the
case and determined that they were not invalid. The jury awarded
ParkerVision over $170 million in damages for Qualcomm's past use
of its technology. On the same day in May 2014 that ParkerVision
filed its current case against Qualcomm, a hearing was held on
final post-judgment motions from the 2011 case. During this
hearing, the judge instructed the parties to negotiate an on-going
royalty rate that Qualcomm would pay ParkerVision for continued use
of the infringed patents, remarking that "there are certainly going
to be on-going royalties". However, in July 2014, the judge
reversed the jury's verdict and closed the case, ruling that
ParkerVision's technical expert had provided testimony that
undermined the jury's infringement findings. ParkerVision appealed
the decision, but the CAFC upheld the lower court's ruling.
About ParkerVision
Jacksonville, Fla.-based ParkerVision, Inc. Inc. --
www.parkervision.com -- invents, develops and licenses advanced,
proprietary radio-frequency (RF) technologies that empower wireless
solution providers to create and market state-of-the-art wireless
communication products. ParkerVision is actively involved in
multiple patent enforcement actions in the U.S. to safeguard its
patented technologies, which it believes are being broadly
infringed upon by others.
Fort Lauderdale, Fla.-based MSL, P.A., the Company's auditor since
2019, issued a "going concern" qualification in its report dated
March 21, 2024, citing that the Company's current resources are not
sufficient to meet their liquidity needs for the next 12 months,
the Company has historically suffered recurring losses from
operations, and has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern.
PASKEY INC: Gets Interim OK for Continued Cash Access
-----------------------------------------------------
Paskey Incorporated received interim approval from the U.S.
Bankruptcy Court for the Southern District of Texas to continue
using cash collateral.
The Debtor initially obtained court permission to use cash
collateral through the first 15 days of the case. On Aug. 14, the
Court granted the Debtor's second request and gave it a 30-day
access to cash collateral.
Paskey explained it does not have sufficient unencumbered cash or
other assets to continue to operate its business in Chapter 11. The
Debtor again requires immediate authority to use cash collateral to
meet its ordinary cash needs and for other purposes as may be
approved in writing by secured creditors for the payment of:
1. Reasonable and necessary operating expenses incurred in the
ordinary course of business;
2. Maintenance and preservation of property of the estate;
3. Payroll and related tax obligations;
4. Insurance premiums; and
5. Payment of expenses associated with this Chapter 11 case,
including professional expenses incurred in the administration of
the bankruptcy case.
The Debtor will grant secured creditors, as applicable and
necessary, a replacement lien on all equipment and accounts
receivable acquired by the Debtor since the Petition Date and
affirms that such lien(s) and replacement lien(s) shall continue
until further Court order or confirmation of a Plan of
Reorganization.
About Paskey Incorporated
Paskey Incorporated is a general contractor in La Porte, Texas.
Paskey Incorporated sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-90433) on July 28,
2024. In the petition filed by Curtis W. Paskey, as president, the
Debtor reports estimated assets and liabilities between $1 million
and $10 million each.
The Honorable Bankruptcy Judge Alfredo R. Perez oversees the case.
The Debtor is represented by Lewis Brisbois Bisgaard & Smith as
counsel.
The U.S. Trustee has issued a Notice of Inability to appoint an
official committee of unsecured creditors.
Jackson Walker LLP represents Zions Bancorporation, N.A. dba Amegy
Bank.
PASKEY INC: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
The U.S. Trustee for Region 6 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Paskey Incorporated.
About Paskey Incorporated
Paskey Incorporated is a general contractor in La Porte, Texas.
Paskey Incorporated sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Texas Case No. 24-90433) on July 28,
2024, with $1 million to $10 million in both assets and
liabilities. Curtis W. Paskey, president of Paskey Incorporated,
signed the petition.
Judge Alfredo R. Perez oversees the case.
The Debtor is represented by Bennett G. Fisher, Esq., at Lewis
Brisbots Bisgaard & Smith.
PEACHSTATE PEDALING: Amends Plan to Include White Road Claim Pay
----------------------------------------------------------------
Peachstate Pedaling, LLC, submitted a Third Amended Plan of
Reorganization under Subchapter V dated August 12, 2024.
The Plan is being amended for a third time to add treatment for
senior secured creditor White Road Capital, LLC dba GFE Capital.
The Debtor was operating out of a leased space located at 2484
Briarcliff Road, #25 and # 26, Atlanta, Georgia 30329 (the
"Premises"), that it was renting from Regency Centers, LP (the
"Landlord"). The Landlord filed a Motion for Relief from Stay on
August 16, 2023. Debtor and the Landlord resolved the Motion for
Relief via a consent order that was entered on September 19, 2023.
Debtor defaulted under the consent order and the Landlord filed an
action to evict Debtor from the Premises in the Magistrate Court of
Fulton County, Georgia.
The Debtor vacated the Premises on December 31, 2023 and moved all
of its inventory to a location on the Atlanta Beltline where the
Debtor's principal's rental bike business is located. Debtor is no
longer paying any rent and so has far lower overhead than it had
when it was operating out of the Premises. Debtor is hopeful that
with reduced overhead, it will be able to successfully reorganize.
This Plan is filed under Subchapter V of Chapter 11 of the
Bankruptcy Code.
This Plan deals with all property of Debtor and provides for
treatment of all Claims against Debtor and its property.
Class 1 shall consist of the Secured Claim of GFE. In its Amended
Schedule D filed on July 22, 2024, Debtor scheduled GFE's claim in
an unknown amount and disputed that debt. GFE appears to have a
lien by virtue of UCC Financing Statement No. 044-2021 005843 filed
on October 5, 2021.
On July 26, 2024, the Court entered an Order setting September 13,
2024 as the deadline for GFE to file a proof of claim in this case
(the "Supplemental Bar Date"). If GFE fails to file its proof of
claim before the Supplemental Bar Date, its claim will be barred
against the Debtor, GFE will not be entitled to vote on the Plan,
and upon confirmation of the Plan, GFE's UCC shall be determined to
be void and unenforceable.
Upon information and belief, GFE is alleging to be owed $44,246.36
(the "GFE Claim"). The GFE Claim is secured by a lien upon and
security interest in all of the Debtor's assets including proceeds
and products of the Debtor, the Debtor's Inventory, Equipment,
Accounts Receivable, and other tangible and intangible personal
property (the "Class 1 Collateral").
If GFE does file a proof of claim by the Supplemental Bar Date, the
Debtor shall pay the GFE Claim amortized over a 60-month period
with interest accruing at an annual rate of 9.5% from the Effective
Date with payment commencing on the 10th of the month following the
Effective Date and continuing on the 10th of every subsequent month
in the estimated amount of $930.00 until the GFE Claim is paid in
full. Any payments in excess of the aforementioned monthly payment
after the Effective Date shall be applied to the principal balance
of GFE Claim. Any payments made prior to the Effective Date and
post-petition shall be applied to the principal balance of the GFE
Claim.
Class 5 shall consist of General Unsecured Claims including any
potential deficiency claims. If GFE files a claim by the
Supplemental Bar Date Debtor anticipates and projects but does not
warrant the following Holders of Class 5 Claims and the
distributions under Class 5 total $71,209.00.
If GFE fails to file a claim by the Supplemental Bar Date Debtor
anticipates and projects but does not warrant the following Holders
of Class 5 Claims and the distributions under Class 5 total
$104,689.00. The Claims of the Class 5 Creditors are Impaired by
the Plan.
"Administrative and General Unsecured Creditors Payment" means the
projected disposable income of the Debtor to be received in the
three-year period beginning on the date that the first payment is
due to the General Unsecured Creditors under this Plan, which will
be applied to make payments under the Plan:
* If GFE files a claim by the Supplemental Bar Date the
Administrative and General Unsecured Creditors Payment shall be
fixed based upon the amount set forth on this Plan as attached
hereto, which is approximately $126,704.00.
* If GFE fails to file a claim by the Supplemental Bar Date
the Administrative and General Unsecured Creditors Payment shall be
fixed based upon the amount set forth on this Plan which is
approximately $160,184.00.
The Debtor shall pay the Administrative and General Unsecured
Creditors Payment in satisfaction of its obligations to (i)
administrative claims and (ii) Class 5 General Unsecured Creditors.
The timing and amount of such payments shall be as follows:
* If GFE files a claim by the Supplemental Bar Date Debtor
shall pay the Administrative and General Unsecured Creditors
Payment in quarterly payments commencing on the 1st day of the
first full month following the Effective Date and continuing by the
1st day of each third month (or the next Business Day if the 1st
day is not a Business Day) for a total of 12 quarters. The first
four quarterly payments will be in the amount of $8,967.00, the
second four quarterly payments will be in the amount of $10,964.00,
and the final four quarterly payments will be in the amount of
$11,745.00.
* If GFE fails to file a claim by the Supplemental Bar Date
Debtor shall pay the Administrative and General Unsecured Creditors
Payment in quarterly payments commencing on the 1st day of the
first full month following the Effective Date and continuing by the
1st day of each third month (or the next Business Day if the 1st
day is not a Business Day) for a total of 12 quarters. The first
four quarterly payments will be in the amount of $11,757.00, the
second four quarterly payments will be in the amount of $13,754.00,
and the final four quarterly payments will be in the amount of
$14,535.00.
A full-text copy of the Third Amended Plan dated August 12, 2024 is
available at https://urlcurt.com/u?l=piUOuJ from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
William A. Rountree, 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: wrountree@rlkglaw.com
About Peachstate Pedaling
Peachstate Pedaling, LLC is a family-run brick and mortar retailer
that sells electronic bicycles as Electrobike Georgia and has
operated since 2015.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ga. Case No. 23-55307) on June 6,
2023, with up to $100,000 in assets and up to $10 million in
liabilities. Eric Hunger, owner, signed the petition.
Judge Jeffery W. Cavender oversees the case.
Will Geer, Esq., at Rountree, Leitman, Klein & Geer, LLC, is the
Debtor's legal counsel.
PG&E CORP: Moody's Rates New $1BB Subordinated Notes 'Ba3'
----------------------------------------------------------
Moody's Ratings assigned a Ba3 rating to PG&E Corporation's (PCG)
up to $1 billion junior subordinated notes due 2055 (Notes). PCG's
other ratings, including its Ba1 Corporate Family Rating, and the
ratings of its principal utility subsidiary, Pacific Gas & Electric
Company (PG&E), including its Baa2 First Mortgage Bond ratings,
remain unchanged. PCG and PG&E's outlooks are positive. Please see
a complete list of rating actions at the end of this press
release.
RATINGS RATIONALE
The Ba3 rating assigned to the Notes reflects their junior position
within PCG's corporate family capital structure, which includes a
preponderance of PG&E first mortgage bonds that have a senior
position and all asset security pledge. Moody's utilize Moody's
Loss Given Default for Speculative-Grade Companies (LGD)
methodology to determine the individual ratings on the debt
securities within the PCG capital structure.
PCG intends to use the net proceeds from this offering for general
corporate purposes, including a portion to prepay loans outstanding
under the PCG term loan facility
In Moody's view, the Notes have equity-like features which allow
them to receive basket "M" treatment (i.e. 50% equity and 50% debt)
for the purpose of adjusting financial statements. Please refer to
Moody's Hybrid Equity Credit ratings methodology published in
February 2024 for further details.
PCG's credit profile primarily reflects the credit quality of its
principal subsidiary, PG&E. As of June 30, 2024, PCG's holding
company debt of about $4.6 billion accounted for about 8% of
consolidated debt and is structurally subordinated to PG&E's
approximately $54 billion of utility debt. PG&E's credit quality
considers its position as a large, fully regulated electric and gas
utility operating solely within California. The California
political and regulatory environment is unique and has been more
complicated than other state regulatory jurisdictions in recent
years, in large part due to the utility's exposure to wildfire
risk, an important ESG consideration, and the potential for
material liabilities related to these wildfires. While the
regulatory framework offers several supportive cost recovery
mechanisms, like decoupling, a forward test year and above average
rates of return, the risk of inverse condemnation related
liabilities is credit negative and unique to California utilities.
PG&E's credit worthiness is underpinned by ongoing access to the
credit supportive provisions within the state's AB1054 wildfire
legislation and Moody's expectation that the wildfire insurance
fund established by that legislation will remain available. The
upgrade of PG&E earlier this year reflects Moody's view that the
company has and will continue to make progress in addressing
wildfire risk. In addition, the financial impact of future wildfire
events should be mitigated by PG&E's demonstrated ability to attain
approval of its annual wildfire safety certificate from regulators,
allowing the company to maintain access to the wildfire insurance
fund.
AB1054 improves utility access to liquidity through the $21 billion
fund and enhances a utility's ability to recover wildfire costs
from ratepayers with a more favorable prudency standard. The
standard places a heavier burden of proof on intervenors and caps
the cost disallowances related to wildfire claims to 20% of the
utility's equity in its T&D rate base over a three-year period.
PG&E's liability cap is currently approximately $4.1 billion.
Furthermore, Moody's expect PG&E's 2023 general rate case outcome
to provide the framework for an improving financial profile, such
that PCG's ratio of cash flow from operations pre-working capital
changes (CFO pre-W/C) to debt reaches the mid-teens and the
utility's ratio of CFO pre-W/C to debt is sustained in the
high-teens, excluding the impact of securitization debt, over the
next two years. For the 12-months ended June 30, 2024, Moody's
estimate PCG's ratio of CFO pre-W/C to debt to be approximately
11.5% and the utility's ratio of CFO pre-W/C to debt to be roughly
13%. Moody's also expect holdco debt to gradually decline as the
company plans to pay down $2 billion of this debt by the end of
2026.
Rating Outlook
PCG and PG&E's positive outlooks reflect the increased likelihood
that the utility's ongoing progress in reducing its exposure to
wildfire risk will improve their ratings, as key stakeholder
support becomes more firmly entrenched. It also reflects Moody's
expectation that the utility will maintain access to the state's
wildfire insurance fund. The positive outlooks also consider their
improving financial profiles as Moody's expect PCG's ratio of CFO
pre-W/C to debt to be in the mid-teens and the utility's ratio of
CFO pre-W/C to debt to be high-teens, excluding the impact of
securitization, over the next two years.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Factors that Could Lead to an Upgrade
PCG and PG&E's ratings could be upgraded if the utility continues
to successfully reduce catastrophic wildfire risk and the potential
for related liabilities through its substantial mitigating
investments, adheres to its wildfire mitigation plan as well as to
related state policies and standards, and maintains the required
wildfire safety certificate and access to the wildfire insurance
fund and other AB1054 credit supportive provisions. Continued
strengthening of financial profiles would also support higher
ratings, if PCG's ratio of CFO pre-W/C to debt is sustained above
14% and PG&E's ratio of CFO pre-W/C to debt is sustained above 16%.
PCG is likely to be upgraded if PG&E is upgraded.
Factors that Could Lead to a Downgrade
A downgrade of PCG or PG&E is unlikely given the positive outlook.
However, their outlooks could be changed to stable or their ratings
downgraded if the utility loses access to the wildfire insurance
fund, or if the cost recovery prudency standard and liability cap
are no longer available because the utility failed to maintain its
annual wildfire safety certification. The ratings could be
downgraded if wildfire liabilities increase materially as a result
of new fires, or if state regulators do not successfully implement
the provisions of AB 1054. Downward pressure could also occur if
their financial profiles deteriorate such that PCG's ratio of CFO
pre-W/C to debt is expected to be sustained below 11% or PG&E's
ratio of CFO pre-W/C to debt is expected to be sustained below 13%.
PCG is likely to be downgraded if PG&E is downgraded.
LIST OF AFFECTED RATINGS
Issuer:PG&E Corporation
Assignments:
Junior Subordinated, Assigned Ba3
LIST OF UNAFFECTED RATINGS
Issuer:PG&E Corporation
Unchanged:
LT Corporate Family Ratings, Ba1
Probability of Default, Ba2-PD
Speculative Grade Liquidity Rating, SGL-2
Senior Secured, Ba3
Senior Secured Bank Credit Facility, Ba3
Outlook:
Outlook, Positive
Issuer:Pacific Gas & Electric Company
Unchanged:
Pref. Stock, Ba3
Pref. Shelf, (P)Ba3
First Mortgage Bonds, Baa2
Senior Secured Shelf, (P)Baa2
Outlook:
Outlook, Positive
PG&E Corporation is a regulated utility holding company
headquartered in Oakland, California that conducts essentially all
of its business through Pacific Gas and Electric Company, a
regulated vertically integrated electric and gas utility serving
northern and central California with over 5.6 million electric
customers and 4.6 million natural gas customers. PG&E is regulated
by the California Public Utilities Commission (CPUC) and by the
Federal Energy Regulatory Commission (FERC). As of June 30, 2024,
PCG's assets were about $131 billion with total reported debt of
approximately $59.2 billion.
The principal methodology used in this rating was Regulated
Electric and Gas Utilities published in August 2024.
PHINIA INC: Moody's Affirms Ba1 CFR & Rates New Unsecured Notes Ba2
-------------------------------------------------------------------
Moody's Ratings affirmed PHINIA Inc.'s Ba1 corporate family rating,
Ba1-PD probability of default rating and the Ba1 senior secured
rating on the company's term loan A. At the same time, Moody's
assigned a Ba2 rating to the company's proposed senior unsecured
notes and upgraded the ratings on the company's secured revolving
credit facility and secured notes to Baa3 from Ba1. The outlook is
stable. The speculative grade liquidity rating remains SGL-2.
PHINIA intends to use the proceeds from the new notes to repay the
outstanding senior secured term loan A, with excess borrowings used
for general corporate purposes. The rating on the senior secured
term loan A will be withdrawn upon transaction close.
The affirmation of the corporate family rating reflects the
company's strong margins from high-value add products manufactured
in lower cost locales, good geographic, customer and end market
diversity and stable and recurring revenue provided by the
automotive aftermarket segment. The upgrade of the secured
revolving credit facility and secured notes ratings reflects
improved recovery prospects with the addition of junior debt in the
debt capital structure that provides loss absorption ahead of the
secured debt in the event of a default.
RATINGS RATIONALE
PHINIA's ratings reflect a strong market position in gasoline
direct injection technologies with products that help original
equipment manufacturers (OEM) optimize performance, increase fuel
efficiency and reduce emissions in combustion and hybrid propulsion
vehicles. The light vehicle industry's transition to full
electrification continues, however the pace has slowed, further
supporting PHINIA's product offerings. Additionally, commercial
vehicle/off-highway end markets present growth opportunities with
these vehicles slower to adopt electrification due to the size and
irregular activities of the equipment. PHINIA's higher margin
aftermarket segment benefits from a large and growing, global used
car population providing stability to revenue and earnings.
Moody's expect annual organic revenue growth of at least 2%, an
EBITA margin around 10% and annual free cash flow comfortably in
excess of $100 million. Moody's also anticipate debt-to-EBITDA to
remain in the 2.5x – 3.0x range, including occasional bolt-on
acquisitions.
The stable outlook reflects PHINIA's position as a leading supplier
of fuel injection technologies and key aftermarket products
supporting solid top-line growth at least through the intermediate
term. Modestly increasing light vehicle production, a large,
global used car population and growing momentum for hybrid
propulsion and alternative fuels should provide opportunities to
steadily increase margins and cash flow despite concerns around new
vehicle affordability and high interest rates.
PHINIA's SGL-2 Speculative Grade Liquidity Rating is supported by
Moody's expectation for a sustained cash position of at least $300
million (approximately $340 million at June 30, 2024) and annual
free cash flow greater than $100 million. Additional liquidity is
provided by a $500 million revolving credit facility (near full
availability at June 30, 2024) set to expire July 2028. The
facility has financial maintenance covenants consisting of a
maximum net leverage ratio and a minimum interest coverage ratio.
Moody's expect the company to maintain ample headroom in complying
with these requirements through 2025.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded with debt-to-EBITDA trending toward
2x, an EBITA margin approaching double digits and free cash
flow-to-debt remaining near 10%. Movement to a debt capital
structure that ensures maximum flexibility would also be necessary
for an upgrade. Acceleration in new business awards for alternative
fuels and a path toward near-to-intermediate term profitability on
these platforms could also result in positive rating action.
The ratings could be downgraded due to an inability to generate at
least low-single-digit organic revenue growth given electric
vehicle production targets or indications of an aggressive
financial policy such as large, debt financed acquisitions versus
bolt-on additions. An EBITA margin falling below 7%,
debt-to-EBITDA approaching 3x, EBITA-to-interest falling below 3.5x
or deteriorating liquidity, including increased reliance on the
revolving credit facility, could also lead to a rating downgrade.
The principal methodology used in these ratings was Automotive
Suppliers published in May 2021.
PHINIA Inc., through its Fuel Systems and Aftermarket segments, is
a global provider of combustion and hybrid propulsion technologies
for OEMs and aftermarket customers in the light, commercial and
industrial vehicle markets. Competitive strengths stem from a
portfolio of advanced technologies that reduce emissions and
improve fuel economy, a history of proven innovation and strong
customer relationships. Revenue for the twelve months ended June
30, 2024 was $3.5 billion.
PINEAPPLE ENERGY: Names Andrew Childs as Chief Financial Officer
----------------------------------------------------------------
Pineapple Energy Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that Andrew Childs was
appointed as Chief Financial Officer of the Company effective
August 28, 2024.
Andrew Childs has extensive financial executive experience at both
private and public institutions. Prior to joining the Company, from
2022 to present, Mr. Childs served as CFO of Conduit Capital
Partners providing strategic input into EPC public companies
alongside dealing with climate and sustainable institutional equity
and debt funds. From 2016 - 2020, Mr. Childs served as CFO to The
Conduit, a Delaware company, and prior to this as SVP of North
America for Soho House overseeing gross revenues of $350 million,
having spent several years in this position from 2012-2015. Prior
to 2019, Mr. Childs held key financial positions as CFO of Cinema
Lab, a sustainable platform that regenerates high street real
estate, including having spent ten years in C-Suite level positions
in various financial and operational capacities. Mr. Childs holds a
bachelor's degree in business economics from the University of
Portsmouth.
Mr. Childs will receive an annual base salary of $250,000, subject
to annual adjustments as determined by the Board of Directors. Mr.
Childs will also be eligible for an annual bonus of up to 40% of
his Base Salary as determined at the sole discretion of the Board
in consultation with the Compensation Committee. In addition, Mr.
Childs is eligible to participate in the Company's standard benefit
plans and programs.
As noted, Mr. Childs previously held the position of CFO of Conduit
Capital, which is a debtholder in the Company. Mr. Childs no longer
holds a position with Conduit Capital and is not a member of the
Company's board of directors and, therefore, will not have any
voting power of or control of either entity. If, and to the extent,
any future transactions require related party transaction
disclosures under applicable rules, then it will provide all such
required disclosures related thereto, as well as in its future
quarterly and annual reports.
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.
POWER REIT: Fails to Meet NYSE American Listing Standards
---------------------------------------------------------
Power REIT announced that on September 3, 2024, the Trust received
a written notice from the NYSE Regulation of NYSE American LLC
stating that the Trust is not in compliance with the continued
listing standards of the Exchange because the Trust is below
compliance with Section 1003(a)(i) of the NYSE American Company
Guide, requiring a stockholders' equity of $2.0 million or more if
it has reported losses from continuing operations and/or net losses
in two of its three most recent fiscal years, as a result of the
Trust's reported stockholders' equity of $322,626 at June 30, 2024
and losses from continuing operations and/or net losses in two of
its three most recent fiscal years ended December 31, 2023. The
Trust is also not currently eligible for any exemption in Section
1003(a) of the Company Guide from the stockholders' equity
requirements.
In connection with its non-compliance with Section 1003(a)(i), the
Trust must submit a plan to NYSE Regulation of the Exchange by
October 3, 2024, advising of actions it has taken or will take to
regain compliance with the continued listing standards by March 3,
2026. If NYSE Regulation determines to accept the Plan, the Trust
will be notified in writing and will be subject to periodic reviews
including quarterly monitoring for compliance with the Plan. If the
Trust does not submit a plan or if the Plan is not accepted, the
Exchange will commence delisting proceedings. Furthermore, if the
Plan is accepted but the Trust is not in compliance with the
continued listing standards by March 3, 2026 or if the Trust does
not make progress consistent with the Plan, the Exchange will
initiate delisting proceedings as appropriate. The Trust may appeal
a staff delisting determination in accordance with Section 1010 and
Part 12 of the Company Guide.
The Notice has no immediate impact on the listing of the Trust's
shares of common stock, par value $0.0001 per share, and of the
Trust shares of Series A Preferred 7.75% Cumulative Redeemable
Perpetual Preferred Stock which will continue to be listed and
traded on the NYSE American during this period, subject to the
Trust's compliance with the other listing requirements of the NYSE
American. The Common Stock and Preferred Stock will continue to
trade under the symbol "PW", but will have an added designation of
".BC" to indicate the status of the Common Stock and Preferred
Stock are "below compliance". The notice does not affect the
Trust's ongoing business operations or its reporting requirements
with the Securities and Exchange Commission.
About Power REIT
Old Bethpage, N.Y.-based Power REIT is a Maryland-domiciled,
internally-managed real estate investment trust that owns a
portfolio of real estate assets related to transportation, energy
infrastructure, and Controlled Environment Agriculture in the
United States.
Going Concern
The Company cautioned in a Form 10-Q Report for the quarterly
period ended March 31, 2024, that there is substantial doubt as to
its ability to continue as a going concern as a result of current
liabilities that far exceed current assets, net losses incurred,
expected reduced revenue, and increased property expenses related
to the greenhouse portfolio. The Greenhouse Loan is in default and
the subject of litigation. Power REIT continues to try to work with
the lender to establish a path forward. However, the Greenhouse
Loan is non-recourse to Power REIT, which means that in the event
it cannot resolve issues with the lender, and they foreclose on the
properties, Power REIT should be able to continue as a going
concern, albeit with a smaller portfolio of assets. In addition, it
is possible the Greenhouse Loan will lead to distressed sales,
including possibly through foreclosures, which would have a
negative impact on its prospects. A forbearance agreement with the
lender for the Greenhouse Loan was effective on May 10, 2024, which
provides additional time to retire the loan. The expiration date of
the forbearance agreement is September 30, 2024. "There can be no
assurance that our efforts to sell, re-lease, or recapitalize the
assets secured by the Greenhouse Loan will ultimately retire the
loan per the requirements of the forbearance agreement," the Trust
said.
PRECIPIO INC: OKs One-Time Stock Option Repricing to $6.56
----------------------------------------------------------
Precipio Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on August 30, 2024, to
retain and motivate employees and other key contributors of the
Company, the board of directors of the Company approved a one-time
stock option repricing, effective August 31, 2024. The repricing
was undertaken in accordance with, and as permitted by, the
Company's Amended and Restated 2017 Stock Option and Incentive
Plan, as amended. Pursuant to the Option Repricing, all Relevant
Options granted pursuant to the 2017 Plan that are held by Company
employees and non-employee directors and service providers of the
Board of the Company were repriced, to the extent such options had
an exercise price in excess of $6.56, the closing price per share
of the Company's Common Stock as reported on The Nasdaq Stock
Market on August 30, 2024.
"Relevant Options" means all outstanding eligible stock options
granted to eligible employees and non-employee directors and
service providers of the Board of the Company before and including
December 31, 2022 under the Plan.
As of the Effective Date, all such options were repriced such that
the exercise price per share was reduced to $6.56, provided that
the original exercise price will apply to stock option exercises
during the Retention Period. Out of the Company's approximately
304,000 total outstanding options, approximately 177,000 were
repriced.
If prior to the first anniversary of the Effective Date (except
following a change of control), a Relevant Option is exercised or
employment/services are terminated by the Company with cause or
voluntarily by the option holder, the option holder will be
required to pay the original exercise price of the Relevant Option.
If the employment/services of an option holder is terminated by the
Company without cause prior to the first anniversary of the
Effective Date, the option holder will retain the benefit of the
reduced exercise price.
The Board approved the Option Repricing after careful consideration
of various alternatives, the recommendation of the compensation
committee of the Board determining that the repricing was fair,
just, and reasonable to the Company and its stockholders. According
to the Plan, the Option Repricing is not subject to approval of the
Company's stockholders.
The Relevant Options include the following stock options held by
the individuals:
a. Ilan Danieli, Chief Executive Officer
Total Outstanding Options: 65,471
Exercise Price Range: $30.80 - $561.00
Number of Relevant Options Repriced: 44,971
Number of Options not Repriced: 20,500
b. Matthew Gage, Chief Financial Officer
Total Outstanding Options: 11,574
Exercise Price Range: $30.80 - $213.00
Number of Relevant Options Repriced: 3,824
Number of Options not Repriced: 7,750
c. Ahmed Zaki Sabet, Chief Operating Officer
Total Outstanding Options: 20,049
Exercise Price Range: $30.80 - $213.00
Number of Relevant Options Repriced: 19,299
Number of Options not Repriced: 9,750
d. Ayman Mohamed, Chief Technology Officer
Total Outstanding Options: 31,799
Exercise Price Range: $30.80 - $213.00
Number of Relevant Options Repriced: 20,799
Number of Options not Repriced: 11,000
e. Richard Sandberg, Director
Total Outstanding Options: 7,798
Exercise Price Range: $26.00 - $64.40
Number of Relevant Options Repriced: 5,298
Number of Options not Repriced: 2,500
f. Kathleen LaPorte, Director
Total Outstanding Options: 8,186
Exercise Price Range: $26.00 - $129.00
Number of Relevant Options Repriced: 5,686
Number of Options not Repriced: 2,500
g. David Cohen, Director
Total Outstanding Options: 8,209
Exercise Price Range: $26.00 - $408.00
Number of Relevant Options Repriced: 5,709
Number of Options not Repriced: 2,500
h. Jeffery Cossman, Director
Total Outstanding Options: 9,296
Exercise Price Range: $26.00 - $561.00
Number of Relevant Options Repriced: 6,796
Number of Options not Repriced: 2,500
i. Ron Andrews, Director
Total Outstanding Options: 6,111
Exercise Price Range: $30.80 - $64.40
Number of Relevant Options Repriced: 3,611
Number of Options not Repriced: 2,500
The Company is in the process of evaluating the accounting for the
repricing in the Company's financial statements and expects to
record the impact of the Option Repricing in the quarter ending
September 30, 2024.
About Precipio
Omaha, Neb.-based Precipio, Inc., formerly known as Transgenomic,
Inc. -- http://www.precipiodx.com/-- is a healthcare solutions
company focused on cancer diagnostics. Its business mission is to
address the pervasive problem of cancer misdiagnoses by developing
solutions to mitigate the root causes of this problem in the form
of diagnostic products, reagents, and services.
New Haven, Conn.-based Marcum LLP, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
March 29, 2024, citing that the Company has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
Precipio reported a net loss of $5.85 million for the year ended
December 31, 2023, compared to a net loss of $12.2 million for the
year ended December 31, 2022. As of June 30, 2024, Precipio had
$17.3 million in total assets, $5.2 million in total liabilities,
and $12.1 million in total stockholders' equity.
PRECISELY SOFTWARE: Moody's Affirms 'B3' CFR, Outlook Stable
------------------------------------------------------------
Moody's Ratings affirmed Precisely Software Incorporated's B3
corporate family rating and B3-PD probability of default rating.
Concurrently, Moody's affirmed the B2 and Caa2 ratings on the
company's senior secured first lien bank credit facilities and
senior secured second lien bank credit facility, respectively. The
outlook is stable.
RATINGS RATIONALE
The B3 CFR reflects Precisely's modest scale relative to high debt
levels and aggressive financial policies that lead to sustained
high leverage. As a result of M&A activity and a debt funded
ownership-related transaction in 2022, Precisely's leverage has
remained high since the buyout. Debt/EBITDA is just under 8x
(Moody's adjusted) for the last twelve months ended June 30, 2024,
including adjustments for integration expenses, or just over 8x
excluding these add-backs. Frequent M&A transactions also result
in heightened integration risks and restructuring expenses, and
limit free cash flow generation.
Precisely benefits from its differentiated niche product
positioning with a track record of high retention rates and a
growing share of recurring revenue. The company's full suite of
data integration, quality and enrichment services provide customers
with mission critical and complementary software for their
enterprise data management processes.
Precisely's adequate liquidity position is supported by $70 million
of cash and an undrawn $200 million revolver as of June 30, 2024.
Moody's anticipate cash burn in 2024 as a result of a high interest
rate environment, investments into the business, and an increase in
accounts and unbilled receivables driven by a cohort of multiyear
subscription renewals. As collections are realized and interest
rates improve, Moody's expect the company to generate modestly
positive free cash flow in 2025. Baring rate improvements, Moody's
would expect Precisely to be FCF positive by 2026 assuming no
further transactions.
The stable outlook reflects Moody's expectation that Precisely's
revenue will decline in the low-single digit percent range in 2025
given the impact on 2024 of a cohort of multiyear renewals,
followed by mid-single digit percent growth thereafter. It also
reflects Moody's expectation of low-single digit percent free cash
flow to debt (Moody's adjusted) and leverage below 8x (Moody's
adjusted) in the next 12-18 months. At the same time, the company's
ample liquidity should support operations through the next 12 to 18
months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if Precisely demonstrates consistent,
strong organic growth and adheres to a financial policy that will
sustain adjusted debt/EBITDA below 6x and adjusted free cash flow
to debt above 5%.
Ratings could be downgraded if Precisely experiences organic
revenue declines, margin deterioration, or other operating
challenges that lead to elevated leverage or reduced free cash
flow. Quantitatively, this could be represented by debt/EBITDA
exceeding 8x or negative free cash flow.
Headquartered in Burlington, MA, Precisely is a global provider of
data integrity software to enterprise customers. Precisely's
products include data integration, data quality, data governance,
process automation and data enrichment software and services. The
company is majority-owned by Clearlake and TA Associates, with
remaining ownership stakes held by Centerbridge Partners, Partners
Group, Insight Partners, and management. Revenue was around $897
million in the LTM period ended June 30, 2024.
The principal methodology used in these ratings was Software
published in June 2022.
PRESPERSE CORP: Case Summary & List of Firms
--------------------------------------------
Debtor: Presperse Corporation
Presperse International Corporation
19 Schoolhouse Road
Somerset, NJ 08873
Case No.: 24-18921
Business Description: Presperse specialty ingredients to
formulators of skincare, sun care, hair
care, color cosmetics, and diverse areas of
beauty and wellness.
Chapter 11 Petition Date: September 9, 2024
Court: United States Bankruptcy Court
District of New Jersey
Judge: Hon. Michael B Kaplan
Debtor's
General
Bankruptcy
Counsel: Morris S. Bauer, Esq.
DUANE MORRIS LLP
200 Campus Drive
Suite 300
Florham Park, NJ 07932-1007
Tel: 973-424-2000
Fax: 973-424-2001
Email: msbauer@duanemorris.com
Debtor's
Financial
Advisor: GETZLER HENRICH
Debtor's
Claims &
Noticing
Agent: KROLL RESTRUCTURING ADMINISTRATION LLC
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $50 million to $100 million
The petition was signed by Mehul Shah as chief financial officer.
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/2RG47EQ/Presperse_Corporation__njbke-24-18921__0001.0.pdf?mcid=tGE4TAMA
List of Law Firms Representing the Tort Plaintiffs
Entity Nature of Claim Claim Amount
1. Simon Greenstone Panatier, PC Litigation Undetermined
1201 Elm St.
Dallas, TX 75270
David C. Greenstone. Esq.
Email: dgreenstone@sgpblaw.com
Phone: (214) 276-7680
Leah Kagan, Esq.
Email: lkagan@sgpblaw.com
Phone: (214) 276-76
2. Maune Raichle Litigation Undetermined
Hartley French & Mudd, LLC
1015 Locust St., Ste. 1200
St. Louis, MO, 63101
Clay Thompson, Esq.
Email: cthompson@mrhfmlaw.com
Phone: 347-407-1925
Chris McKean
Email: cmckean@mrhfmlaw.com
Phone: 314-241-2003 ext 1180
David Arnell
Email: damell@mrhfmlaw.com
3. Weitz & Luxenberg, P.C. Litigation Undetermined
700 Broadway
New York, NY 10003
Perry Weitz, Esq.
Email: pweitz@weitzlux.com
Phone: (856) 755-1115
Justine Delaney
Email: JustineDelaney@weitzlux.com
Phone: (212) 558-5500
4. Dean Omar Branham Shirley, LLP Litigation Undetermined
302 N. Market St.
Dallas, TX 75202
Jessica Dean, Esq.
Email: jdean@dobslegal.com
Phone: (214) 722-5990
Trey Branham, Esq.
Email: TBranham@dobslegal.com
Phone: (214) 722-5990
Brad Smith, Esq.
Email: bsmith@dobslegal.com
Phone: (214) 722-5990
5. Belluck & Fox, LLP 546 Litigation Undetermined
5th Ave., 5th Floor
New York, NY 10036
Joseph W. Belluck, Esq.
Email: jbelluck@belluckfox.com
Phone: (646) 956-4658
6. Simmons Hanly Conroy LLC Litigation Undetermined
1 Court St.
Alton, IL 62002
Lisa Busch, Esq.
Email: lbusch@simmonsfirm.com
Phone: (212) 25-8482
John Barnerd, Esq.
Email: jbarnerd@simmonsfirm.com
Phone: (618) 693-3104
7. Meirowitz & Wasserberg, LLP Litigation Undetermined
1040 6th Ave., Ste. 12B
New York, NY 10018
Daniel Wasserberg. Esq.
Email: dw@mwinjurylaw.com
Phone: (212) 897-1988
8. The Gori Law Firm Litigation Undetermined
156 N. Main St.
Edwardsville, IL 62025
Sara Salger, Esq.
Email: sara@gorilaw.com
Phone: (618) 247-4247
D. Todd Matthews
Email: todd@gorijulianlaw.com
9. Frost Law Firm Litigation Undetermined
273 W. 7th St.
San Pedro, CA 90731
Andrew Seitz, Esq.
Email: andrew@frostlaw.com
Phone: (866) 353-6376
10. Levy Konigsberg LLP 800 Litigation Undetermined
3rd Ave., 33rd floor
New York, NY 10158
Moshe Maimon, Esq.
Email: mmaimon@levylaw.com
Phone: (609) 720-0400
11. Shepard Law, P.C. Litigation Undetermined
160 Federal Street
Boston, MA 02110
Michael C. Shepard, Esq.
Email: mshepard@shepardlawfirm.com
Phone: (617) 451-9191
12. Waters Kraus & Paul Litigation Undetermined
3141 Hood St., Ste. 200
Dallas, Texas 75219
Kevin Loew, Esq.
Email: kloew@waterskraus.com
Phone: (310) 414-8146
13. The Lanier Law Firm Litigation Undetermined
10940 W. Sam Houston Pkwy
Houston, TX 77064
Mark Lanier, Esq.
Email: WML@LanierLawFirm.com
Phone: (212) 421-2800
Michael A. Akselrud, Esq.
Email: Michael.Akselrud@LanierLawFirm.com
Phone: (310) 277-5100
14. Cohen, Placitella & Roth Litigation Undetermined
127 Maple Avenue
Rad Bank, NJ 07701
Christopher Placitella, Esq.
Email: cplacitella@cpr.com
Phone: (732) 747-9003
15. DeBlase Brown Eyerly LLP Litigation Undetermined
680 South Santa Fe Avenue
Los Angeles, CA 90021
Eric Brown, Esq.
Email: brown@dbelegal.com
Phone: (310) 575-9955
16. Duffy Law LLC Litigation Undetermined
Masonic Temple Bldg.
70 Washington St., Suite 312
Salem, MA 01970
Christopher Duffy, Esq.
Email: duffy@cpduffylaw.com
Phone: (978) 414-5714
17. Vogelzang Law Litigation Undetermined
401 N. Michigan Ave., Ste 350
Chicago, IL 60611
Nicholas Vogelzang, Esq.
Email: nvogelzang@vogelzanglaw.com
Phone: (312) 466-1669
PRESTO AUTOMATION: To Be Delisted From Nasdaq Effective Sept. 16
----------------------------------------------------------------
The Nasdaq Stock Market LLC (the Exchange) disclosed in a 25-NSE
Report that it has determined to remove from listing the securities
of Presto Automation, Inc., effective at the opening of the trading
session on September 16, 2024.
Based on review of information provided by the Company, Nasdaq
Staff determined that the Company no longer qualified for listing
on the Exchange pursuant to Listing Rules 5450(a)(1) and 5455(a).
The Company was notified of the Staff determination on June 27,
2024. On July 5, 2024, the Company exercised its right to appeal
the Staff determination to the Listing Qualifications Hearings
Panel (Panel) pursuant to Listing Rule 5815. On August 6, 2024, the
Company received an additional delist determination pursuant to
Listing Rule 5450(b)(2)(A). On August 6, 2024, the Company withdrew
its appeal. The Company securities were suspended on June 8, 2024.
The Staff determination to delist the Company securities became
final on June 8, 2024.
About Presto Automation
Presto (Nasdaq: PRST) provides enterprise-grade AI and automation
solutions to the restaurant industry. Presto's solutions are
designed to decrease labor costs, improve staff productivity,
increase revenue, and enhance the guest experience. The company
offers its AI solution, Presto Voice, to quick service restaurants
(QSRs) and its pay-at-table tablet solution, Presto Touch, to
casual dining chains. Some of the most recognized restaurant names
in the United States are among Presto's customers, including Carl's
Jr., Hardee's, and Checkers for Presto Voice.
Going Concern
In its Quarterly Report for the period ended September 30, 2023,
the Company cautioned that substantial doubt exists about its
ability to continue as a going concern within the next 12 months
from the issuance of the report. The Company continues efforts to
mitigate the conditions or events that raise this substantial
doubt; however, as some components of these plans are outside of
management's control, the Company cannot offer any assurances they
will be effectively implemented. The Company also cannot guarantee
that additional financing will be available on acceptable terms or
at all. If the Company is unable to raise additional capital, it
could lead to an event of default under the Credit Agreement and
the potential exercise of remedies by the Agent and Lender, which
would materially and adversely impact its business, results of
operations, and financial condition.
PROVIDENT FUNDING: Moody's Alters Outlook on 'B2' CFR to Positive
-----------------------------------------------------------------
Moody's Ratings has affirmed Provident Funding Associates, L.P.'s
corporate family rating at B2 and its senior unsecured debt rating
at B3 and assigned a B3 senior unsecured debt rating to the
proposed notes co-issued by Provident and PFG Finance Corp. Moody's
have also changed Provident's outlook to positive from stable.
RATINGS RATIONALE
Moody's affirmation of Provident's B2 CFR reflects the company's
plan to refinance its $210 million outstanding of unsecured debt
that matures in June 2025 with $400 million of new senior unsecured
notes due in 2029. The CFR reflects Provident's conservative credit
and operational risk appetite, which lessens asset risk.
Furthermore, Provident has maintained solid capitalization (24.2%
as measured by Moody's Ratings adjusted tangible common equity to
tangible managed assets (TCE/TMA) as of March 31, 2024). An
additional credit positive is the potential for sister companies,
Colorado Savings Bank and Provident Mortgage Trust, to inject
additional capital into Provident as both companies have done in
the past.
Profitability has been challenged for many years due to the
company's weakening franchise positioning, as evidenced by the
decline in its market share over the past decade. The yield on the
company's unsecured debt is high, both on an absolute basis as well
as compared to peers; therefore, the company's access to the
unsecured debt markets is weaker than the average peer, a credit
negative for the company's liquidity profile.
Like peers, Provident is reliant on mortgage servicing rights
(MSRs) secured financings and unsecured debt to finance its $590
million of MSR assets as June 30, 2024. As of such date, the
company financed its MSRs with $209 million of secured MSR debt
that mature between June 2025 and December 2026, and $210 million
of unsecured debt that matures in June 2025. Provident's expected
refinance of the senior unsecured notes helps the company avoid
using additional MSR facilities to repay the June 2025 senior
unsecured notes. Absent the expected refinance, Moody's were
concerned that Provident's liquidity was strained with respect to
meeting its upcoming 2025 unsecured debt maturity.
Profitability, as measured by net income to average managed assets,
was 2.6% annualized for the six months ended June 30, 2024 compared
with 1.4% for full-year 2023 as production revenue improved with
higher origination volume. Core profitability excluding
non-recurring items such as fair value changes of MSRs was 2.6%
annualized for the six months ended June 30, 2024 compared with
0.6% for full-year 2022. Moody's expect core profitability to
remain above 2.0% in 2024.
The B3 senior unsecured bond rating is based on Provident's B2 CFR
and the unsecured debt's priority of claim and strength of asset
coverage.
The positive outlook reflects the company's potentially improved
corporate debt maturity profile as well as strengthened liquidity
position upon the completion of the refinance. In addition, the
positive outlook incorporates Moody's expectation that over the
next 12-18 months, profitability will be modestly higher than it
has been over the last several years, capitalization will remain
strong, and that the company will provide less funding to its
sister companies than it has done in the recent past.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Provident's ratings could be upgraded if the company is able to
sustainably improve its core profitability, such as net income to
total managed assets of greater than 2.5%, maintain adequate
capitalization for example with TCE/TMA of at least 17.5%, and
reduce intercompany receivables and loans held-for-investment below
$35 million. Unsecured debt rating can be upgraded if the company
reduces its reliance on secured corporate debt and maintains
secured corporate debt to total corporate debt below 15%.
The ratings could be downgraded if TCE/TMA falls and is expected to
remain below 15%, core profitability goes below 1.0%, and
intercompany receivables and loans held-for-investment continues to
grow above $100 million. The ratings could also be downgraded if
the announced refinancing does not close, or there is a
deterioration in the company's overall funding profile, including
constrained access on warehouse lines of credit. In addition, the
unsecured debt could be downgraded if the company increases its
reliance on secured corporate funding, such as secured MSR funding,
whereby secured corporate debt to total corporate debt remains
above 50%.
The principal methodology used in these ratings was Finance
Companies published in July 2024.
PUERTO RICO: Court Extends PREPA's Bankruptcy Litigation Stay
-------------------------------------------------------------
Michelle Kaske of Bloomberg News reports that a U.S. bankruptcy
court has approved Purdue Pharma LP's request for an additional
18-day extension to finalize a potential settlement between its
Sackler family owners, states, and creditors.
Judge Sean Lane agreed to extend the injunction that protects the
Sacklers from civil opioid lawsuits until Sept. 27, 2024. While
acknowledging the "impatience and frustration" expressed by some
parties, Judge Lane emphasized that the extension could ultimately
benefit the states and creditors, according to Bloomberg Law.
However, the state of Maryland and some individual opioid claimants
opposed the extension, as noted in court documents.
About Puerto Rico
Puerto Rico is a self-governing commonwealth in association with
the United States. The chief of state is the President of the
United States of America. The head of government is an elected
Governor. There are two legislative chambers: the House of
Representatives, 51 seats, and the Senate, 27 seats.
In 2016, the U.S. Congress passed PROMESA, which, among other
things, created the Financial Oversight and Management Board and
imposed an automatic stay on creditor lawsuits against the
government, which expired May 1, 2017.
The members of the oversight board are: (i) Andrew G. Biggs, (ii)
Jose B. Carrion III, (iii) Carlos M. Garcia, (iv) Arthur J.
Gonzalez, (v) Jose R. Gonzalez, (vi) Ana. J. Matosantos, and (vii)
David A. Skeel Jr.
On May 3, 2017, the Commonwealth of Puerto Rico filed a petition
for relief under Title III of the Puerto Rico Oversight,
Management, and Economic Stability Act ("PROMESA"). The case is
pending in the United States District Court for the District of
Puerto Rico under case number 17-cv-01578. A copy of Puerto Rico's
PROMESA petition is available at
http://bankrupt.com/misc/17-01578-00001.pdf
On May 5, 2017, the Puerto Rico Sales Tax Financing Corporation
(COFINA) commenced a case under Title III of PROMESA (D.P.R. Case
No. 17-01599). Joint administration has been sought for the Title
III cases.
On May 21, 2017, two more agencies -- Employees Retirement System
of the Government of the Commonwealth of Puerto Rico and Puerto
Rico Highways and Transportation Authority (Case Nos. 17-01685 and
17-01686) -- commenced Title III cases.
U.S. Chief Justice John Roberts named U.S. District Judge Laura
Taylor Swain to preside over the Title III cases.
The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets as municipal investment
banker, and Ernst & Young, as financial advisor.
Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose LLP; and Hermann D. Bauer, Esq.,
at O'Neill & Borges LLC are onboard as attorneys.
Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains the case Website
https://cases.primeclerk.com/puertorico
Jones Day is serving as counsel to certain ERS bondholders.
Paul Weiss is counsel to the Ad Hoc Group of Puerto Rico General
Obligation Bondholders.
PURDUE PHARMA: Court Extends Sackler Deal Talks
-----------------------------------------------
Dorothy Ma and Jonathan Randles of Bloomberg News report that a
U.S. bankruptcy court has approved Purdue Pharma LP's request for
an additional 18-day extension to finalize a potential settlement
between its Sackler family owners, states, and creditors.
Judge Sean Lane agreed to extend the injunction that protects the
Sacklers from civil opioid lawsuits until Sept. 27, 2024. While
acknowledging the "impatience and frustration" expressed by some
parties, Judge Lane emphasized that the extension could ultimately
benefit the states and creditors. However, the state of Maryland
and some individual opioid claimants opposed the extension, as
noted in court documents.
About Purdue Pharma LP
Purdue Pharma L.P. and its subsidiaries --
http://www.purduepharma.com/-- develop and provide prescription
medicines and consumer products that meet the evolving needs of
healthcare professionals, patients, consumers and caregivers.
Purdue's subsidiaries include Adlon Therapeutics L.P., focused on
treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and
related disorders; Avrio Health L.P., a consumer health products
company that champions an improved quality of life for people in
the United States through the reimagining of innovative product
solutions; Imbrium Therapeutics L.P., established to further
advance the emerging portfolio and develop the pipeline in the
areas of CNS, non-opioid pain medicines, and select oncology
through internal research, strategic collaborations and
partnerships; and Greenfield Bioventures L.P., an investment
vehicle focused on value-inflection in early stages of clinical
development.
Opioid makers in the U.S. are facing pressure from a crackdown on
the addictive drug in the wake of the opioid crisis and as state
attorneys general file lawsuits against manufacturers. More than
2,000 states, counties, municipalities and Native American
governments have sued Purdue Pharma and other pharmaceutical
companies for their role in the opioid crisis in the U.S., which
has contributed to the more than 700,000 drug overdose deaths in
the U.S. since 1999.
OxyContin, Purdue Pharma's most prominent pain medication, has been
the target of over 2,600 civil actions pending in various state and
federal courts and other fora across the United States and its
territories.
On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-23649), after reaching terms of a preliminary agreement for
settling the massive opioid litigation. The Debtors' consolidated
balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets
and $562 million in liabilities.
U.S. Bankruptcy Judge Robert Drain oversees the cases.
The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP, as
legal counsels; PJT Partners as investment banker; AlixPartners as
financial advisor; and Grant Thornton, LLP as tax structuring
consultant. Prime Clerk, LLC, is the claims agent.
Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the
official committee of unsecured creditors appointed in the Debtors'
bankruptcy cases.
David M. Klauder, Esq., is the fee examiner appointed in the
Debtors' cases. The fee examiner is represented by Bielli &
Klauder, LLC.
* * *
U.S. Bankruptcy Judge Robert Drain in early September 2021 approved
a plan to turn Purdue into a new company (Knoa Pharma LLC) no
longer owned by members of the Sackler family, with its profits
going to fight the opioid epidemic. The Sackler family agreed to
pay $4.3 billion over nine years to the states and private
plaintiffs and in exchange for a lifetime legal immunity. The deal
resolves some 3,000 lawsuits filed by state and local governments,
Native American tribes, unions, hospitals and others who claimed
the company's marketing of prescription opioids helped spark and
continue an overdose epidemic.
Separate appeals to approval of the Plan have already been filed by
the U.S. Bankruptcy Trustee, California, Connecticut, the District
of Columbia, Maryland, Rhode Island and Washington state, plus some
Canadian local governments and other Canadian entities.
In early March 2022, Purdue Pharma reached a nationwide settlement
over its role in the opioid crisis, with the Sackler family members
boosting their cash contribution to as much as $6 billion. The
settlement was hammered out with attorneys general from the eight
states -- California, Connecticut, Delaware, Maryland, Oregon,
Rhode Island, Vermont and Washington -- and D.C. who had opposed
the previous settlement.
RADYO PANOU: Hits Chapter 11 Bankruptcy Protection
--------------------------------------------------
Radyo Panou Inc. filed Chapter 11 protection in the Eastern
District of New York. According to court documents, the Debtor
reports $1,006,062 in debt owed to 1 and 49 creditors. The petition
states funds will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
September 22, 2024 at 12:15 p.m. in Room Telephonically.
About Radyo Panou Inc.
Radyo Panou Inc. owns a mixed use property with two apartments
residential and commercial space valued at $1 million.
Radyo Panou Inc. sought relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 24-43403) on August 15, 2024. In
the petition filed by Geffrard Jude Joseph, as president, the
Debtor reported total assets of $1,000,000 and total liabilities of
$1,006,062.
The Honorable Bankruptcy Judge Jil Mazer-Marino handles the case.
The Debtor is represented by:
Narissa A. Joseph, Esq.
LAW OFFICE OF NARISSA A. JOSEPH
305 Broadway
Suite 1001
New York, NY 10007
Tel: 212-233-3060
Fax: 646-607-3335
Email: njosephlaw@aol.com
RAYONIER ADVANCED: Elects Eric Bowen to the Board of Directors
--------------------------------------------------------------
Rayonier Advanced Materials Inc. announced that Eric M. Bowen has
been elected to its Board of Directors, effective Sept. 9, 2024.
"We are pleased to welcome Eric to our Board of Directors and look
forward to the benefit of his insight, experience and expertise,"
stated Lisa M. Palumbo, Non-Executive Chair of the Company's Board
of Directors. "His more than 20 years of experience in the
biofuels industry, along with his knowledge of energy transition
and the renewable products market will bring significant value to
our Board and stockholders."
Mr. Bowen currently serves on the Advisory Board of Terviva, Inc.,
a private California company developing a novel tree crop for
biofuel, feed and food markets. He held a number of roles at
Renewable Energy Group, Inc. (NASDAQ: REGI) from 2010 through its
sale in June 2022. He most recently served as General Counsel,
Corporate Secretary, and Vice President of Strategy, from April
2020 through June 2022, where he was instrumental in growing the
company's renewable diesel business and completing the sale of REGI
to Chevron Corporation. Prior to that, in his capacity as Vice
President, Corporate Business Development & Legal Affairs from
January 2013 to April 2020, Mr. Bowen positioned the company into
emerging decarbonization markets, including renewable diesel. He
also served as head of the REGI Life Sciences business unit from
January 2014 until its sale in May 2019. Prior to his tenure with
REGI, Mr. Bowen served as Founder, President and CEO of Tellurian
Biodiesel, Inc., a leading California waste-based, low-carbon fuel
company that was acquired by REGI in 2010.
Mr. Bowen has served as a member of various boards of directors
during his career, including most recently with Forge Hydrocarbons
from November 2013 to October 2022, and with Hydrogen Works from
December 2021 through July 2024.
He holds a J.D. from the University of California, Berkeley and a
B.A. from the University of Oregon Honors College.
Upon his election to the Board, Mr. Bowen will receive compensation
equivalent to the compensation of the other non-employee directors
(as described in the Company's most recent Proxy Statement filed
with the SEC), except that Mr. Bowen will receive a prorated
2024-2025 annual cash retainer and a prorated number of restricted
stock units of the Company, to vest on the earlier of the first
anniversary of the date of grant or the next annual meeting of the
stockholders at which one or more members of the Board are standing
for re-election, as long as Mr. Bowen has not voluntarily left the
Board prior to such date. Additionally, in connection with Mr.
Bowen's election to the Board, the Company and Mr. Bowen will enter
into an indemnification agreement in substantially the same form
that the Company has entered into with each of the Company's
existing directors.
Director Resigns
Charles E. Adair tendered his resignation from the Board of
Directors of the Company effective on Sept. 8, 2024. Mr. Adair's
resignation is due to personal reasons and does not involve any
disagreement on any matter relating to the Company's operations,
policies or practices.
About RYAM
RYAM -- http://www.RYAM.com-- is a global leader of
cellulose-based technologies, including high purity cellulose
specialties, a natural polymer commonly used in the production of
filters, food, pharmaceuticals, and other industrial applications.
The Company also manufactures products for paper and packaging
markets. The Company has manufacturing operations in the U.S.,
Canada, and France.
Rayonier Advanced reported a net loss of $101.84 million in 2023
compared to a net loss of $14.92 million in 2022.
* * *
As reported by the TCR on June 17, 2024, Moody's Ratings affirmed
Rayonier Advanced Materials Inc.'s (RYAM) Caa1 corporate family
rating. The change in outlook to positive reflects the improvement
in liquidity and reduction in the risk of a potential covenant
breach due to covenant relief from lenders and declining secured
net leverage as a result of improving operating performance,
suspension of loss-making High Purity Cellulose (HPC) operations at
Temiscaming and sale of softwood duty refund rights. However, RYAM
has heightened refinancing risk with its ABL facility expiring in
December 2025 and senior secured notes maturing in January 2026.
The positive outlook also reflects Moody's expectation that the
company will refinance these upcoming debt maturities before they
go current.
RED LOBSTER: Gets Clearance for Chapter 11 Bankruptcy Exit
----------------------------------------------------------
Jonathan Randles of Bloomberg News reports that Red Lobster
Management has received court approval to emerge from bankruptcy
under new ownership led by Fortress Investment Group, offering the
well-known seafood chain a fresh start after filing for Chapter 11
around three months ago.
On Thursday, September 5, 2024, U.S. Bankruptcy Judge Grace Robson
approved Red Lobster's restructuring plan and the sale of the
business to Fortress and other lenders. The company has shuttered
some underperforming locations but will exit Chapter 11 with
approximately 545 restaurants in the U.S. and Canada, and over
30,000 full- and part-time employees.
According to court records, Fortress and other lenders who are
purchasing Red Lobster have agreed to forgive the company's debt
and provide an extra $70 million in equity. About a week after Red
Lobster announced that it had appointed Damola Adamolekun, the
former P.F. CEO, the restructure was approved. After Chapter 11,
Chang's will be the seafood chain's leader.
The sale does not resolve a conflict with Red Lobster's former
major owner, Thai Union Group Pcl, over the "Ultimate Endless
Shrimp" promotion. Red Lobster's advisors contend that this deal
burdened the company with excessive supply obligations, a claim
that Thai Union disputes.
In June, Red Lobster announced that it had secured an agreement
with Fortress and a committee of its unsecured creditors regarding
the restructuring terms. Following this, the company moved to
hasten its exit from bankruptcy.
Red Lobster initially filed for Chapter 11 in May due to declining
sales and rising costs within the casual dining sector, which made
consumers more selective about dining choices. Additionally, the
company faced significant lease expenses, having spent
approximately $190.5 million on lease obligations in 2023,
according to court documents.
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.
REKOR SYSTEMS: CEO Outlines Strategic Vision in Shareholder Letter
------------------------------------------------------------------
Rekor Systems, Inc. (NASDAQ: REKR), a leader in developing and
implementing state-of-the-art roadway intelligence technology, on
September 4, 2024, announced the release of a new shareholder
letter from President and CEO David Desharnais. The letter offers
an overview of the Company's recent achievements, strategic
milestones, and future growth prospects.
In the letter, Mr. Desharnais discusses Rekor's notable financial
performance, including a significant increase in year-over-year
revenue, key customer wins, and the expanding adoption of the
Company's advanced roadway intelligence solutions across multiple
states. He also outlines Rekor's long-term vision to lead the
digitization of public safety and transportation infrastructure,
positioning the Company as a pioneer in the $93B+ intelligent
infrastructure market.
This summary of the letter is not intended to be complete.
Shareholders and interested parties are encouraged to read the full
letter on Rekor's website to gain deeper insights into the
Company's direction and the opportunities ahead. To view the
complete shareholder letter, please visit
https://rekor.co/shareholder-letter-2024.
About Rekor Systems
Rekor Systems, Inc., headquartered in Columbia, Md., is working to
revolutionize public safety, urban mobility, and transportation
management using AI-powered solutions designed to meet the distinct
demands of each market it serves. The Company works hand-in-hand
with its customers to deliver mission-critical traffic and
engineering services that assist them in achieving their goals. The
Company's vision is to improve the lives of citizens and the world
around them by enabling safer, smarter, and greener roadways and
communities. The Company works towards this by collecting,
connecting, and organizing mobility data, and making it accessible
and useful to its customers for real-time insights and decisioning
for situational awareness, rapid response, risk mitigation, and
predictive analytics for resource and infrastructure planning and
reporting.
East Hanover, N.J.-based Marcum LLP, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
March 25, 2024, citing that the Company has incurred significant
losses and may need to raise additional funds to meet its
obligations and sustain its operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
RFC HOMES: Seeks Access to Cash Collateral
------------------------------------------
RFC Homes, LLC asks the U.S. Bankruptcy Court for the Western
District of Louisiana for interim authority to use cash collateral.
In exchange for such use, the Debtor offers to provide adequate
protection pursuant to 11 U.S.C. 363.
The Debtor seeks to operate its apartment complex, metal work shop
and real estate development business as debtor-in-possession.
Sabine State Bank holds the first lien position on the Debtor's
apartment complex and undeveloped land. Sabine holds a lien on the
apartment complex rentals which constitutes the bank's cash
collateral.
"Debtor shows that it is important to the debtor in possession and
its creditors that the business operations continue, and that
routine and ordinary post-petition expenses of operation be funded,
including expenses required for the operation of the apartment
complex. If the cash collateral from operations cannot be used the
debtor will need to cease operations," Wade N. Kelly, Esq., the
Debtor's counsel, tells the Court.
The Debtor seeks to provide Sabine with adequate protection for its
interests by granting a security interest in post-petition rental
income and paying the bank from monthly revenue from the apartment
complex, less required operating expenses.
John L. Whitehead -- johnlewis@sabinebanklegal.com -- serves as
counsel to Sabine State Bank.
About RFC Homes
RFC Homes, LLC filed a petition for relief under Subchapter V of
Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No.
24-20406) on Sept. 3, 2024, listing under $1 million to $10 million
in estimated assets and liabilities. The Debtor is represented by
Packard LaPray's Wade N. Kelly, Esq. The Hon. John W. Kolwe
presides over the case.
ROCKY MOUNTAIN: Registers 1.25MM Shares for Possible Resale
-----------------------------------------------------------
Rocky Mountain Chocolate Factory, 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, by the selling
stockholders American Heritage Railways, Inc. and Steven L. Craig,
of an aggregate of up to 1,250,000 shares of common stock, par
value $0.001 per share, of Rocky Mountain Chocolate Factory, Inc.
The Company issued the shares of Common Stock to the selling
stockholders in a private placement, which was completed on August
6, 2024.
The selling stockholders may, from time to time, sell, transfer or
otherwise dispose of any or all of their shares of Common Stock or
interests in their shares of Common Stock on any stock exchange,
market or trading facility on which the Common Stock is traded or
in private transactions. These dispositions may be 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 Company will not receive
any proceeds from the sale or other disposition of the shares of
Common Stock by the selling stockholders.
The Common Stock is currently quoted on the Nasdaq Global Market
under the symbol "RMCF." On September 4, 2024, the last reported
sale price of the Common Stock on the Nasdaq Global Market was
$1.78 per share.
A full-text copy of the prospectus is available at:
https://tinyurl.com/2948m34s
About Rocky Mountain Chocolate Factory
Durango, Colo.-based Rocky Mountain Chocolate Factory, Inc. is an
international franchisor, confectionery producer, and retail
operator. Founded in 1981, the Company produces an extensive line
of premium chocolate candies and other confectionery products.
As of February 29, 2024, the Company had $20.6 million in total
assets, $9.9 million in total liabilities, and $10.6 million in
total stockholders' equity.
New York, N.Y.-based CohnReznick LLP, the Company's auditor since
2024, issued a "going concern" qualification in its report dated
June 13, 2024, citing that the Company has incurred recurring
losses and negative cash flows from operations in recent years and
is dependent on debt financing to fund its operations, all of which
raise substantial doubt about the Company's ability to continue as
a going concern.
ROYAL JET: Unsecured Creditors Will Get 8.96% Dividend in Plan
--------------------------------------------------------------
Royal Jet Car Corp. filed with the U.S. Bankruptcy Court for the
Eastern District of New York a Small Business Chapter 11 Plan dated
August 13, 2024.
Class I shall consist of the unsecured claim of the creditor, U.S.
Small Business Administration in the amount of $167,321.92.
Initially, the U.S. Small Business Administration filed its claim
as secured.
On March 14, 2024, the Court entered the order granting the
Debtor's motion to reclassify claim of the U.S. Small Business
Administration and identified the claim of the U.S. Small Business
Administration in the amount of $167,321.92 as general unsecured
claim. The claim will be paid 8.96% dividend in the amount of
$15,000.00 in one lump sum payment on the effective date of the
plan.
Class II consists of Equity interest holders. Alexei Gadaev, the
100% equity interest holder, shall retain her interest in the
Debtor following Confirmation, in consideration of a new value
contribution, being made by him as the equity holder toward the
payment of general unsecured creditor claims, as needed. Alexei
Gadaev, as the Debtor's principal and the sole shareholder, will
continue to be employed by the reorganized debtor, without monthly
compensation.
The claim of the American Recovery Incorporated was originally
listed as unsecured disputed. The Bankruptcy Court set up a
deadline for a proof of claim to be filed by October 16, 2023 and
Government proof of claim by January 15, 2024. Service thereof was
duly and properly done to all impaired creditors.
Up to the date of the filing of this American Recovery Service
Incorporated has not filed a claim in the Debtor's case. The bar
date to file a claim expired on October 16, 2023. It is the
Debtor's position that American Recovery Service is now barred from
filing claim in the Debtor's case and is thus not afforded
treatment.
The plan will be funded from the funds accumulated on the Debtor's
DIP account, from the date of the petition, from continuing
operating income and reorganized business operations of the Debtor
as well as the contribution of Alexei Gadaev, made from the
personal funds on as needed basis.
A full-text copy of the Chapter 11 Plan dated August 13, 2024 is
available at https://urlcurt.com/u?l=pQkArq from PacerMonitor.com
at no charge.
Attorney for the Debtor:
Alla Kachan, Esq.
Law Offices Of Alla Kachan, P.C.
2799 Coney Island Avenue., Suite 202
Brooklyn, NY 11235
Telephone: (718) 513-3145
Email: alla@kachanlaw.com
About Royal Jet Car Corp.
Royal Jet Car Corp. sought protection for relief under CHapter 11
of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 23-42508) on July
18, 2023, listing up to $50,000 in assets and $100,001 to $500,000
in liabilities.
Judge Jil Mazer-Marino presides over the case.
Alla Kachan, Esq. at the Law Offices Of Alla Kachan P.C., is the
Debtor's counsel.
RYAN LLC: Moody's Lowers CFR to 'B3' & Alters Outlook to Stable
---------------------------------------------------------------
Moody's Ratings downgraded Ryan, LLC's corporate family rating to
B3 from B2, probability of default rating to B3-PD from B2-PD,
senior secured first lien bank credit facilities rating to B3 from
B2. The rated facilities include the senior secured revolving
credit facility expiring 2028, $1,537 million senior secured term
loan (including a proposed $450 million incremental loan) maturing
2030 and $97 million senior secured delayed draw term loan due
2030. The outlook was changed to stable from negative. Ryan is a
Dallas, Texas-based provider of tax services and software.
In July, Ryan announced it will acquire the property tax business
of Altus Group Limited ("Altus"). To fund the transaction, Ryan is
raising $450 million of incremental term loan and drawing the $97
million delay draw term loan in full. The proceeds will be used to
acquire the Altus property tax business for $510 million, repay
revolver loans and pay transaction-related fees and expenses. In
May, Ryan borrowed $140 million through an earlier expansion of its
term loan and paid $100 million of the net proceeds to its
shareholders in August.
"The downgrade of the CFR to B3 from B2 reflects Moody's
expectation for aggressive financial strategies, featuring
debt-funded acquisitions and shareholder returns prioritized ahead
of debt repayment," said Edmond DeForest, Senior Vice President at
Moody's Ratings. As such, ESG governance considerations were a key
driver of actions.
RATINGS RATIONALE
The B3 CFR reflects Ryan's short history of operating at its
approximately $1.4 billion revenue size (as of June 30, 2024 and
pro forma for announced acquisitions), its narrow service offering,
and its aggressive financial strategies, including debt-funded
acquisitions and shareholder returns. There is revenue and earnings
volatility due to the transactional nature of Ryan's business
model. Support to the credit profile is provided by the company's
strong position in the specialty tax service industry in the US,
its diverse customer base servicing a broad range of end markets
and Moody's expectation for strong demand growth in the corporate
tax advisory sector. The acquisition of the Altus property tax
business will boost annual revenue by about $200 million, while
increasing business and geographic diversity by adding new
customers and tax professionals, notably in Canada and the UK, and
the US. Due to the several acquisitions, announced and anticipated,
and large corpus of identified cost reductions and acquisition
synergy benefits, the company's financial statements will remain
subject to substantial adjustments in order to reflect its trailing
twelve month operating results until 2026.
The ratings are pressured by high debt to EBITDA of over 6.0 times
as of the LTM period ended June 30, 2024, pro forma for the
additional $140 million senior secured term loan due 2030 issued in
May 2024, around $515 million of debt to fund the purchase of the
Altus property tax business and Moody's estimate of around $50
million of acquired EBITDA. Moody's expect debt to EBITDA to
decline to around 5.0 times in 2026 through mid-single-digits
percentage range revenue growth, EBITDA margins expanding to over
20% and some debt repayment. However, given the several
acquisitions and recent shareholder distribution, all funded with
debt, the rating reflects Moody's anticipation of further
debt-funded acquisitions and dividends if the company achieves its
operating goals. Moody's expect interest coverage as measured by
EBITDA less capital expenditures to interest expense will remain
around 1.75 times and about $50 million of annual free cash flow
(before transaction-related fees and expenses) over the next 12 to
18 months, providing support to the credit profile.
All financial metrics cited reflect Moody's standard adjustments.
In addition, LTM EBITDA includes a full year of earnings from
entities acquired during the period.
The downgrade of the secured debt ratings to B3 from B2 reflects
the B3 CFR. The instrument ratings are the same as the B3 CFR,
reflecting the predominance of the credit facilities in Ryan's debt
capital structure.
Moody's consider Ryan's liquidity profile as good, reflecting the
large revolver. The company had $109 million of cash as of June 30,
2024 (before the $100 million shareholder distribution, which was
paid in August) and will generate about $50 million of free cash
flow before transaction-related uses in 2024. Working capital
volatility associated with the uncertain timing of receipt of
performance-based fees could lead to negative cash flow in one or
more fiscal quarters. The term loans require 1.0% annual principal
amortization, or about $17 million a year, paid quarterly. There
are no financial covenants applicable to the term loans. Access to
the revolver is conditioned upon compliance with a maximum 7.0x
senior secured first lien net leverage ratio when revolver drawings
exceed 40% of the total revolver amount. Moody's expect that Ryan
would be well within compliance if the covenant is tested over the
next 12 to 15 months.
The stable outlook reflects Moody's expectation that Ryan will
expand its revenue base both organically and through acquisitions,
while maintaining debt to EBITDA below 6.0 times, EBITDA less
capital expenditures to interest expense around 1.75 times and
substantial available liquidity to bridge revenue lumpiness due to
the timing of performance-based fee revenue. Moody's anticipate
acquisitions and shareholder returns will be funded primarily
through incremental debt.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Moody's expect: 1) sustained
organic revenue growth and free cash flow; 2) debt to EBITDA will
be maintained around 5.0 times; and 3) Ryan will maintain a good
liquidity profile.
The ratings could be downgraded if Moody's anticipate: 1) revenue
growth will slow or profitability rates will contract, evidencing a
loss of market share or growth in competition; 2) debt to EBITDA
will be sustained above 6.0 times; 3) EBITDA less capital
expenditures to interest expense will remain below 1.25 times; or
4) liquidity deteriorates.
The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.
Ryan, LLC, controlled by affiliates of financial sponsors Onex
Partners and Ares Private Equity Group and management, is a global
provider of tax services and software, with its largest tax
practice located in the United States. Moody's expect 2025 revenue
to be around $1.5 billion.
SCIENTIFIC INDUSTRIES: Losses Raise Going Concern Doubt
-------------------------------------------------------
Scientific Industries, Inc. disclosed in a Form 10-Q Report filed
with the U.S. Securities and Exchange Commission for the quarterly
period ended June 30, 2024, that there is substantial doubt about
its ability to continue as a going concern.
For the three and six months ended June 30, 2024, the Company
reported net losses of $1,283,600 and $3,335,200, respectively,
compared to net losses of $2,292,000 and $4,662,500 for the three
and six months ended June 30, 2023, respectively. For the six
months ended June 30, 2024, the Company generated negative cash
flows from operations of $2,436,800 and has an accumulated deficit
of $30,820,300 as of June 30, 2024.
Accordingly, the financial statements do not include any
adjustments relating to the recoverability of assets and
classification of liabilities that might be necessary should the
Company be unable to continue as a going concern. Company
management does not believe that cash on hand and cash flows
expected to be generated internally by the Company will be adequate
to fund its operations and other cash flow requirements over the
next twelve months. These reasons raise substantial doubt about the
Company's ability to continue as a going concern within one year
after the date that the financial statements are to be filed.
In order to continue as a going concern, the Company will need,
among other things, additional capital resources. Management is
making plans to secure such resources for the Company which may
include capital from management and significant shareholders
sufficient to meet its operating expenses and third party equity
and/or debt financing. However, management cannot provide any
assurances that the Company will be successful in accomplishing any
of its plans. These financial statements do not include any
adjustments related to the recoverability and classification of
assets or the amounts and classification of liabilities that might
be necessary should the Company be unable to continue as a going
concern.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/mr2bwcth
About Scientific Industries
Scientific Industries, Inc. and its subsidiaries design,
manufacture, and market a variety of benchtop laboratory equipment
and bioprocessing products. The Company is headquartered in
Bohemia, New York where it produces benchtop laboratory and
pharmacy equipment. Additionally, the Company has a location in
Baesweiller, Germany, where it designs and produces a variety of
bioprocessing products, and administrative facilities in
Orangeburg, New York and Pittsburgh, Pennsylvania related to sales
and marketing. The products, which are sold to customers worldwide,
include mixers, shakers, stirrers, refrigerated incubators,
pharmacy balances and scales, force gauges, bioprocessing sensors
and analytical tools.
As of June 30, 2024, the Company had $14,275,000 in total assets,
$2,593,400 in total liabilities, and $11,681,600 in total
stockholders' equity.
SERVICE LOGIC: Moody's Rates New Secured First Lien Term Loan 'B2'
------------------------------------------------------------------
Moody's Ratings assigned a B2 rating to Service Logic Acquisition,
Inc.'s new senior secured first lien term loan B including its
incremental portion up to $100 million. There are no changes to
Service Logic's existing ratings, including the B3 corporate family
rating and the B3-PD probability of default rating. The outlook is
unchanged at stable. The maturity of the first lien term loan will
remain in 2027.
The new term loan will replace the existing first lien term loan
with lower interest rates after repricing. The incremental term
loan will add cash to the company's balance sheet for future
acquisitions.
"Service Logic's term loan add-on will provide liquidity for the
company to execute its debt funded acquisition strategy. While
often increasing leverage, the company's acquisitions also improve
scale and geographic diversity," said Motoki Yanase, VP - Senior
Credit Officer at Moody's Ratings.
"Lower interest expense after repricing is credit positive," added
Yanase.
RATINGS RATIONALE
Service Logic's B3 CFR reflects the company's debt funded growth
strategy and high leverage, often above 7x debt/EBITDA. Pro-forma
of the transaction, Moody's expect debt/EBITDA to go slightly above
7x.
The ratings also reflect the company's business profile as a
one-stop-shop service provider across all OEM HVAC systems. The
company has a predictable revenue stream stemming from the
nondiscretionary preventative maintenance services and pull-through
capabilities of higher margin services. High customer retention
rates and long standing relationships provide stability in
revenue.
The B2 rating on the first lien bank credit facilities, one notch
higher than the B3 CFR, reflects a priority position in the capital
structure ahead of the second lien debt, which will absorb losses
ahead of the first lien creditors in a distress scenario.
The stable outlook reflects Moody's expectation that Service Logic
will grow organically and through acquisitions. Moody's also expect
the company to achieve EBITDA growth that will help lower financial
leverage below 7x in the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
The rating could be upgraded if debt to EBITDA is sustained below
6.0x, EBITA to interest is sustained above 2.0x, improve liquidity
including RCF/Net debt above 10%, and the company adopts a more
conservative financial policy.
The rating could be downgraded if debt to EBITDA is sustained above
7.0x, EBITA to interest is sustained below 1.0x, or liquidity
weakens.
The principal methodology used in this rating was Business and
Consumer Services published in November 2021.
SOUTH FIELD: S&P Rates Senior Secured Term Loans B and C 'BB-'
--------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' rating, and '2' recovery
rating, to South Field Energy LLC's (SFE) term loan B (TLB) and
term loan C (TLC). SFE will use proceeds to repay existing debt at
the project and its holding company.
SFE's high operating efficiency, high capacity factors, and access
to inexpensive natural gas support a minimum debt service coverage
ratio (DSCR) of 1.83x and median DSCR of 2.05x.
S&P said, "The '2' recovery rating indicates our expectation for
substantial (70%-90%; rounded estimate: 80%) recovery in a default
scenario.
"The stable outlook reflects our expectation that SFE will maintain
a minimum DSCR of at least 1.83x during the project life
(2024-2046). We forecast TLB debt outstanding of about $320 million
at maturity in 2031."
Project Description And Key Credit Factors
SFE is an operating, 1,182 megawatt (MW) natural gas-fired power
plant in Columbiana County, Ohio. The facility achieved commercial
operations in October 2021, and is owned by a consortium of
investors including Advanced Power AG, BCPG Public Co. Ltd.,
Idemitsu Kosan Co. Ltd., Development Bank of Japan Inc.,
PIA/NH-Amundi, Kyushu Electric Power Co., ENEOS Corp., Shikoku
Electric Power Co. Inc., and The Chugoku Electric Power Co. Inc.
Advanced Power is also the project's asset manager. The facility
sells capacity, energy, and ancillary services into the
Pennsylvania, New Jersey, Maryland (PJM) market and interconnects
with the ATSI electric transmission system, which falls under the
regional transmission organization (RTO) region of PJM.
Key strengths
-- Highly efficient combined cycle gas turbine (CCGT) with a heat
rate of 6,200 Btu per kilowatt-hour (/kWh)-6,300 Btu/kWh
-- Five-year revenue put that provides an annual gross energy
margin floor of $75 million through September 2026
-- Firm gas transportation contract to provide up to 150,000
million Btu per day, sufficient to meet the project's PJM capacity
obligations
-- The project's interconnection with a segment of the Eastern Gas
Transmission and Storage (EGTS) Pipeline System that provides
access to low-cost natural gas
Key risks
-- South Field sells all its power on a merchant basis. The
wholesale market is highly competitive. As do all merchant power
plants, especially those in non-constrained regions, the assets
face market risks, such as power demand, commodity prices, and
volatile capacity prices.
-- S&P anticipates capacity prices in the RTO region of PJM will
exhibit a degree of mean reversion in upcoming auctions, which
would increase reliance on the strength of the project's dispatch
and energy margins to sustain cash flow generation.
-- The project has a limited operational history since achieving
commercial operations in October 2021, including some periods with
operational issues.
Rating Action Rationale
S&P said, "We forecast robust DSCRs although we view SFE as having
material exposure to single-asset risk. We forecast a minimum DSCR
of 1.83x, in part due to higher capacity prices and tighter pricing
at 375 basis points. We forecast capacity prices will rise both
short- and long-term. However, this is somewhat offset by SFE's
exposure to financial and operational risks associated with single
assets."
The transaction will be used to repay existing debt, with slightly
higher leverage versus that of peers, supported by SFE's
efficiency. SFE has issued a $750 million TLB and a $46 million TLC
alongside a $66 million revolving credit facility (RCF), using
proceeds to repay the existing term loan A and fixed notes (not
rated), $231 million of holding company loans (outside of, and
above, the project), and fees. The resultant leverage is about $635
per kilowatt (/kW), and although this is slightly higher than that
of similar CCGTs, SFE's more efficient nature and demand
fundamentals support the 'BB-' rating on the TLB and TLC.
SFE is a very efficient CCGT, which supports robust capacity
factors. SFE has a heat rate of about 6,200 Btu/kWh, making it one
of the most efficient single-asset CCGTs that we rate. This
translates into capacity factors above 80%, which we expect will
modestly improve in the near term with initial operational issues
largely in the past. The project also has access to low-cost
natural gas priced at the EGTS South pool. SFE is a baseload CCGT
owing to its high efficiency, sitting low on the supply curve;
therefore, we expect it will realize robust capacity factors
throughout the term loan tenor, although they will decrease in the
long term as the plant ages and renewables and batteries begin to
come online. Eastern Gas South prices have historically been lower
than in other regional pricing pools, and SFE is supplied with
abundant Marcellus basin natural gas via the EGTS pipeline system.
Operationally, the plant had robust availability factors of 89.5%
and 88% in 2022 and 2023, respectively, and forced outage factors
of 2.2% and 0.5% over the same period, with investments made in
asset hardening since the plant experienced a forced outage during
the winter storm event in December 2022.
S&P said, "We expect strong energy margins from solid spark spreads
and growing demand in PJM will support debt repayment during the
TLB tenor. We forecast average spark spreads of about $14 per
megawatt-hour (/MWh), with an increasing share of gross margin from
capacity revenues longer term. We expect robust energy margins,
combined with strong capacity revenues in the 2025-2026 delivery
year, will lead to a term loan balance of about $320 million at
maturity. The robust spreads are a result of the highly efficient
nature of SFE and rising demand in PJM. SFE also has duct-burning
capabilities to boost output during periods of high power prices
and capture additional energy margin, albeit at reduced efficiency.
While capacity prices for the 2025-2026 delivery year have cleared
significantly higher than in previous auctions, we expect a degree
of mean reversion for uncleared periods beyond that.
"We believe load will increase across PJM primarily due to data
centers and electric vehicles, which will benefit SFE. At the same
time, we expect capacity factors will diminish as SFE faces
increased competition from renewables and batteries in PJM.
Consequently, SFE will earn a greater share of revenues from
capacity because CCGTs will be needed for grid reliability. We
forecast 75% of gross margin from energy margins and 21% from
capacity payments through the term loan period.
"The stable outlook reflects our expectation that SFE will maintain
a minimum DSCR of at least 1.83x during the project life
(2024-2046). Our forecast for TLB debt outstanding at maturity in
2031 is about $320 million."
S&P could lower the rating if SFE was unable to maintain DSCRs
above 1.35x in each period of our forecast. This could stem from:
-- Weaker realized spark spreads or lower PJM capacity prices for
delivery year 2026-2027 and beyond;
-- Unplanned outages that substantially affect generation;
-- Economic factors in which the power plant dispatch is
materially lower than our base-case expectations; or
-- The project's excess cash flow does not translate into debt
paydown, resulting in a TLB balance materially more than $500
million at maturity.
S&P said, "Although unlikely, we could raise the rating if we
expect the project will maintain a minimum base-case DSCR above
1.8x in all years, including the post-refinancing period; and we
believe operational and financial risks associated with a
single-asset plant will be adequately mitigated.
"We would expect such outcomes to materialize only via significant
improvement in spark spreads and uncleared capacity prices in PJM's
RTO zone and if the project can continue to procure inexpensive
fuel, while realizing robust capacity factors, alongside prudent
asset management."
SUPREME ELECTRICAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Supreme Electrical Services, Inc.
Lime Instruments, LLC
Lime Electric
Bingo Interests
1187 Brittmore Rd
Houston TX 77043
Business Description: Lime Instruments is a Houston-based global
provider of leading-edge controls and
instrumentation systems for the energy and
industrial control markets. The Company
offers a flexible hardware and software
platform that can be configured and modified
to meet the specific needs of the most
challenging control applications.
Chapter 11 Petition Date: September 11, 2024
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 24-90504
Debtor's Counsel: Michael P. Ridulfo, Esq.
KANE RUSSELL COLEMAN LOGAN PC
5151 San Felipe
Houston TX 77056
Tel: 713-425-7442
Email: mridulfo@krcl.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Christian Schwartz as chief
restructuring officer.
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/GFG72CI/Supreme_Electrical_Services_Inc__txsbke-24-90504__0001.0.pdf?mcid=tGE4TAMA
TAILWIND SMITH: S&P Withdraws 'B-' ICR on Debt Repayment
--------------------------------------------------------
S&P Global Ratings withdrew all its ratings, including the 'B-'
issuer credit rating, on Tailwind Smith Cooper Holdings Corp.,
following the company's repayment of 100% of its rated debt,
including its $740 million first-lien term loan due May 2026 and
its $100 million second-lien term loan due May 2027. The outlook
was stable at the time of the withdrawal.
TONIX PHARMACEUTICALS: Net Loss Widened to $78.8MM in Fiscal Q2
---------------------------------------------------------------
Tonix Pharmaceuticals Holding Corp. filed with the U.S. Securities
and Exchange Commission its Quarterly Report on Form 10-Q reporting
a net loss available to common stockholders of $78.8 million for
the three months ended June 30, 2024, compared to a net loss
available to common stockholders of $28.4 million for the three
months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss available to common stockholders of $93.7 million, compared to
a net loss available to common stockholders of $61.4 for the same
period in 2023.
As of June 30, 2024, the Company had $70.3 million in total assets,
$28.2 million in total liabilities, and $42.1 million in total
stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/4zs4jrfh
About Tonix Pharmaceuticals
Chatham, N.J.-based Tonix Pharmaceuticals Holding Corp., through
its wholly owned subsidiary Tonix Pharmaceuticals, Inc., is a fully
integrated biopharmaceutical company focused on developing and
commercializing therapeutics to treat and prevent human disease and
alleviate suffering.
Going Concern
The Company cautioned in its Form 10-Q Report the quarter ended
March 31, 2024, that there is substantial doubt about its ability
to continue as a going concern. The Company has suffered recurring
losses from operations and negative cash flows from operating
activities. As of March 31, 2024, the Company had working capital
of approximately $9.6 million and an accumulated deficit of
approximately $615.6 million. The Company held cash and cash
equivalents of approximately $7 million as of March 31, 2024.
During the fourth quarter of 2023, the Company engaged CBRE, an
international real estate brokerage firm, to potentially find a
strategic partner for or buyer of its Advanced Development Center
in North Dartmouth, Massachusetts, to align with its current
business objectives and priorities. As of March 31, 2024, the
Company does not have a commitment in place to sell the building.
The Company believes that its cash resources at March 31, 2024, and
the gross proceeds of $4.4 million raised from an equity offering
in the second quarter of 2024, will not meet its operating and
capital expenditure requirements through the second quarter of
2025.
TWILLEY AND SON: Seeks Authority to Use Cash Collateral
-------------------------------------------------------
Twilley and Son Wood Company, LLC, asks the U.S. Bankruptcy Court
for the Northern District of Alabama for permission to use cash
collateral to pay for expenses incurred in the ordinary course of
business.
Twilley projects $154,144 in total income and $142,542 in total
expenses per month through November 30, 2024. The monthly expenses
include $20,000 for Secured Debt Adequate Protection Payments and
$12,046 for lease and secured debt service.
Twilley says it has multiple contract laborers serving in the
capacity as company manager, equipment operators, and drivers. The
Debtor employs Jimmy Michael Twilley, Jacob Twilley, and Noah
Thompson (Mike's son-in-law) all of whom are insiders as that term
is defined by 11 U.S.C. Sec. 10131. Throughout the last year, the
Debtor has suffered a decrease in overall gross income of $162,000
from 2022 to 2023, resulting in an averaged decreased monthly cash
flow of $13,500. The decline in revenue is primarily due to
decreased timber demand due to the overall economy, higher interest
rates, and national election year decline in consumer spending on
large purchases or investments such as home building and home
renovations, repairs, or projects. It is also due to other reasons
including, but not limited to, restrictions on loads per week by
lumber mills, higher fuel and maintenance costs, and the weather.
Recently, the Debtor defaulted on various notes due to Commercial
Credit Group, Inc. and is at risk of having the collateral pledged
to CCG repossessed. The Debtor is unable to cure the default and
needs to be able to reorganize its debts with CCG and its other
creditors to remain in business. The Debtor filed for bankruptcy
to restructure its debt within a Subchapter V Plan of
Reorganization.
The Debtor proposes to provide adequate protection including a
replacement lien on the Debtor's post-petition receivables and
projected positive cash flow. In addition, the Debtor proposes to
adequately protect the interests of CCG in its depreciating
vehicles and equipment by proposing adequate protection payments of
slightly greater than 1% of the value of the collateral; and
proposes adequate protection payments in the amount of $20,000
monthly commencing October 2024.
The Debtor reserves the right to challenge the validity and extent
of any purported security interest.
The Court has scheduled a Status Conference for November 7, 2024,
at 1:00 p.m. A Pre-Status Report is due by October 24.
About Twilley and Son Wood Company
Gallion, Alabama-based Twilley and Son Wood Company operates a
logging business. Twilley logs timber in Marengo, Wilcox, Choctaw,
Greene, Hale, and Clarke counties and transports the logs to
Alabama mills.
Twilley filed for Chapter 11 bankruptcy under Subchapter V (Bankr.
N.D. Ala. Case No. 24-71241) on September 9, 2024.
The Hon. Jennifer H. Henderson presides over the case. Marshall A.
Entelisano, P.C. serves as the Debtor's counsel.
The petition was signed by Jimmy Michael Twilley as owner. The
Debtor listed total assets of $1,410,084 and total liabilities of
$1,219,599.
USIC HOLDINGS: S&P Withdraws 'B-' Issuer Credit Rating
------------------------------------------------------
S&P Global Ratings withdrew all of its ratings on USIC Holdings
Inc., including the 'B-' issuer credit rating, 'B-' issue-level
rating and '4' recovery rating on its first-lien term loan, and
'CCC' issue-level rating and '6' recovery rating on its second-lien
term loan, following the company's repayment of its rated
facilities. At the time of the withdrawal, S&P's outlook on USIC
was stable.
VBI VACCINES: To Be Delisted From Nasdaq Effective Sept. 16
-----------------------------------------------------------
The Nasdaq Stock Market LLC (the Exchange) disclosed in a 25-NSE
Report that it has determined to remove from listing the securities
of VBI Vaccines, Inc., effective at the opening of the trading
session on September 16, 2024.
Based on a review of information provided by the Company, Nasdaq
Staff determined that the Company no longer qualified for listing
on the Exchange pursuant to Listing Rules 5101, 5110(b), and
IM-5101-1.
The Company was notified of the Staff determination on July 30,
2024, and did not appeal the decision to the Hearings Panel. As a
result, the Company securities were suspended on August 8, 2024,
and the Staff determination to delist the Company securities became
final on that date.
About VBI Vaccines
VBI Vaccines Inc. -- www.vbivaccines.com -- is a biopharmaceutical
company driven by immunology in the pursuit of powerful prevention
and treatment of disease. Through its innovative approach to
virus-like particles including a proprietary enveloped VLP platform
technology and a proprietary mRNA-launched eVLP platform
technology, VBI develops vaccine candidates that mimic the natural
presentation of viruses, designed to elicit the innate power of the
human immune system. VBI is committed to targeting and overcoming
significant infectious diseases, including hepatitis B,
coronaviruses, and cytomegalovirus (CMV), as well as aggressive
cancers including glioblastoma (GBM). VBI is headquartered in
Cambridge, Massachusetts, with research operations in Ottawa,
Canada, and a research and manufacturing site in Rehovot, Israel.
Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor
since 2016, issued a "going concern" qualification in its report
dated April 16, 2024, citing that the Company faces several risks,
including but not limited to, uncertainties regarding the success
of the development and commercialization of its products, demand
and market acceptance of the Company's products, and reliance on
major customers. The Company anticipates that it will continue to
incur significant operating costs and losses in connection with
the
development and commercialization of its products. The Company has
an accumulated deficit as of December 31, 2023 and cash outflows
from operating activities for the year-ended December 31, 2023 and,
as such, will require significant additional funds to conduct
clinical and non-clinical trials, commercially launch its products,
and achieve regulatory approvals that raise substantial doubt about
its ability to continue as a going concern.
VUZIX CORP: Quanta Computer Commits $20MM in Strategic Partnership
------------------------------------------------------------------
Vuzix Corporation disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that on September 3, 2024,
the Company entered into a securities purchase agreement with
Quanta Computer Inc., for the sale by the Company to Quanta of (i)
$10,000,000 of the Company's common stock, and up to (ii)
$10,000,000 of the Company's newly created Series B Preferred
Stock.
The first closing under the Purchase Agreement, for the sale of
$10,000,000 of the Company's common stock at a purchase price of
$1.30 per share, will occur fifteen business days after the day on
which closing conditions for such closing are met or waived, or
such other date as may be agreed to between the Company and
Quanta.
The second closing under the Purchase Agreement, for the sale of
$5,000,000 of the Company's Series B Preferred Stock, at a purchase
price per share equal to the higher of (a) $13.00 or (b) ten times
the volume-weighted average sale price of the common stock for the
thirty trading days before the date on which the conditions for the
second closing are met, will occur fifteen business days after the
day on which closing conditions for such closing are met or waived,
or such other date as may be agreed to between the Company and
Quanta. The second closing will be subject to, among other closing
conditions, the Waveguide Plate Production Capacity Rate at the
Company's Rochester waveguide manufacturing plant being reasonably
demonstrated to reach certain production levels and yields based on
a Sampled run-rate basis.
The third closing under the Purchase Agreement, for the sale of
$5,000,000 of the Company's Series B Preferred Stock, at a purchase
price per share equal to the higher of (a) $13.00 or (b) ten times
the volume-weighted average sale price of the common stock for the
thirty trading days before the date on which the conditions for the
third closing are met, will occur fifteen business days after the
day on which closing conditions for such closing are met or waived,
or such other date as may be agreed to between the Company and
Quanta. The third closing will be subject to, among other closing
conditions, the Waveguide Plate Production Capacity Rate at the
Company's Rochester waveguide manufacturing plant being reasonably
demonstrated to reach certain production levels and yields based on
a Sampled run-rate basis.
The Purchase Agreement may be terminated by either party if the
second closing has not occurred within 12 months from the date of
the Purchase Agreement, or if the third closing has not occurred
within 18 months from the date of the Purchase Agreement.
On September 3, 2024, the Company and Quanta entered into a
registration rights agreement. Pursuant to the Registration Rights
Agreement, the Company agreed to use commercially reasonable
efforts to file a registration statement with the Securities and
Exchange Commission for the resale of the shares of common stock
and shares underlying the Series B Preferred Stock, issuable under
the Purchase Agreement, within 45 days of the first closing under
the Purchase Agreement, and to have such registration statement
declared effective within 60 days of the first closing (or 90 days
if the registration statement is reviewed by the SEC).
Additionally, the Company relied upon the exemption from
registration provided by Section 4(a)(2) under the Securities Act
of 1933, as amended, for transactions not involving a public
offering.
Frank Chuang, Vice President of Quanta Computer, commented, "We
plan to work closely with Vuzix to support the AR smart glasses
industry and today's investment in Vuzix represents a strong
endorsement of our partnership."
Paul Travers, President and CEO of Vuzix, added, "Quanta's
investment today represents another important step in our
partnership, which has steadily deepened since we first disclosed
it last November. This investment, and the ones to follow, will
significantly strengthen our balance sheet and assure that we can
implement whatever steps needed to ramp production of waveguides,
as well as the co-development of new smart glasses and related
technologies. We look forward expanding our customer relationship
and partnership with such a leading product manufacturer as Quanta,
as well as realizing the significant revenue potential it stands to
generate for Vuzix in the upcoming years with both parties'
successes."
In connection with the Purchase Agreement, the Company also filed a
certificate of designation of Series B Preferred Stock with the
Secretary of State of Delaware. Pursuant to the certificate of
designation, the Company designated 800,000 shares as Series B
Preferred Stock. The Series B Preferred Stock will entitle the
holders to cumulative dividends at the annual rate of 1.5% of the
original issuance price, payable quarterly. Upon any liquidation of
the Company, holders of Series B Preferred Stock will be entitled
to receive the original issuance price, plus any accrued dividends,
prior to any payments to holders of common stock. Each share of
Series B Preferred Stock will be convertible, at the option of the
holder, into ten shares of common stock, subject to adjustment for
stock splits, stock dividends, and similar transactions. If a
Triggering Event (as defined in the certificate of designation)
occurs, holders may, at their option, require the Company to redeem
the Series B Preferred Stock at a redemption price equal to the
original issuance price plus any accrued dividends. The Company
may, at its option at any time, redeem the Series B Preferred
Stock. The Series B Preferred Stock will not entitle the holders to
voting rights, except with respect to certain actions which will
require the consent of the holders of 66 2/3% of the outstanding
shares of Series B Preferred Stock, or as required by law.
About Quanta Computer
Quanta Computer Inc. is a Fortune Global 500 Company and a leader
in worldwide notebook manufacturing, as well as a leading solution
provider in cloud computing. Quanta provides innovative products
with superior technology in information and communications,
consumer electronics, cloud computing, smart home solutions, smart
automobile solutions, smart healthcare, and AIoT, etc. Founded in
1988 and listed in TWSE since 1999, Quanta Computer is
headquartered in Taiwan with manufacturing and service locations
across Asia, Americas, and Europe, etc. FY2023 consolidated
revenues for Quanta Computer amounted to US$35 billion with a
workforce of approximately 62,000 employees worldwide. For further
information, please visit Quanta Computer's Website at
http://www.quantatw.com/
About Vuzix
Incorporated in Delaware in 1997, Vuzix Corporation --
www.vuzix.com -- is a designer, manufacturer, and marketer of Smart
Glasses and Augmented Reality (AR) technologies and products for
the enterprise, medical, defense, and consumer markets. The
Company's products include head-mounted (or HMDs or heads-up
displays or HUDs) smart personal display and wearable computing
devices that offer users a portable high-quality viewing
experience, provide solutions for mobility, wearable displays, and
augmented reality, as well as OEM waveguide optical components and
display engines. The Company's wearable display devices are worn
like eyeglasses or attach to a head-worn mount. These devices
typically include cameras, sensors, and a computer that enable the
user to view, record, and interact with video and digital content,
such as computer data, the internet, social media, or entertainment
applications, as well as interact and receive information from
cloud-based Artificial Intelligence agents. The Company's wearable
display products integrate display technology with its advanced
optics to produce compact high-resolution display engines, less
than half an inch diagonally, which when viewed through its Smart
Glasses products, create virtual images that appear comparable in
size to that of a computer monitor, smartphone, tablet, or a
large-screen television.
Vuzix incurred net losses of $50,149,077 for the year ended
December 31, 2023, $40,763,573 for the year ended December 31,
2022, and $40,377,160 for the year ended December 31, 2021. As of
June 30, 2024, Vuzix had $38,234,380 in total assets, $2,827,268 in
total liabilities, and $35,407,112 in total stockholders' equity.
Buffalo, New York-based Freed Maxick CPAs, P.C., the Company's
auditor since 2014, issued a "going concern" qualification in its
report dated April 15, 2024, citing that the Company has suffered
recurring losses from operations and has future cash requirements
to fund operating losses. This raises substantial doubt about the
Company's ability to continue as a going concern.
WESCO AIRCRAFT: Judge to Toss Incora Plan Absent Changes
--------------------------------------------------------
Steven Church of Bloomberg News reports that a bankruptcy judge
said he will reject the revival plan of Incora unless proposal is
modified.
"When I read the plan I think it is a 'heads I win, tails you lose'
plan," US Bankruptcy Judge Marvin Isgur told lawyers for Incora
during a court hearing held by video. If the company cannot
negotiate changes with creditors and comes back to court with the
current plan, "I'll just reject it," Isgur said.
About Incora
Incora -- http://www.incora.com/-- is the trade name for the group
of companies formed by Wesco Aircraft and Pattonair, a provider of
comprehensive supply chain management services to the global
aerospace and other industries. Beginning with a strong foundation
in aerospace and defense, Incora also utilizes its supply chain
expertise to serve industrial manufacturing, marine, pharmaceutical
and beyond. Incora incorporates itself into customers' businesses,
managing all aspects of supply chain from procurement and inventory
management to logistics and on-site customer services. The company
is headquartered in Fort Worth, Texas, with a global footprint that
includes 68 locations in 17 countries and more than 3,800
employees.
Wesco Aircraft Holdings, Inc., doing business as Incora, and 43
affiliates sought Chapter 11 protection (Bankr. S.D. Texas Lead
Case No. 23-90611) on June 1, 2023.
Wesco Aircraft estimated assets and debt of $1 billion to $10
billion as of the bankruptcy filing.
The Debtors tapped Milbank, LLP and Haynes and Boone, LLP as
bankruptcy counsels; PJT Partners, Inc. as investment banker;
Alvarez & Marsal North America, LLC as restructuring advisor; and
Quinn Emanuel Urquhart & Sullivan, LLP as special litigation and
conflicts counsel. Kurtzman Carson Consultants, LLC is the claims
agent.
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped McDermott Will & Emery, LLP and Morrison Foerster,
LLP as its counsel; Piper Sandler & Co. as investment banker; and
Province, LLC as financial advisor.
WHITTAKER CLARK: Reaches $535M Deal With Berkshire, Brenntag
------------------------------------------------------------
Defunct talc supplier Whittaker, Clark & Daniels Inc. struck a $535
million bankruptcy settlement to resolve claims against companies
associated with Berkshire Hathaway Inc., chemical distributor
Brenntag, and railway services company Deutsche Bahn AG.
The Debtors seek entry of an order authorizing entry into a
settlement agreement with:
-- Brenntag Canada, Inc., and related entities;
-- Berkshire Hathaway Inc., National Indemnity Company and
related entities ("NICO"); and
-- DB US Holding Corporation.
For more than a year, the Debtors have worked hard to reach a
consensual, efficient, and value-maximizing outcome in these cases.
The Debtors have now successfully negotiated a $535 million
contribution to their estates to resolve their estate causes of
action against Brenntag, DB US, and NICO. While the Debtors remain
hopeful that they can achieve a fully consensual resolution to
these cases, the Settlement Agreement will benefit all of the
Debtors' stakeholders regardless of whether a global deal is
ultimately reached.
"The Settlement Agreement is a significant achievement, provides a
material recovery that exceeds what tort claimants could have
recovered against Brenntag, DB US, and NICO even if these
bankruptcy proceedings had never been filed, and easily satisfies
the factors courts consider in deciding whether to approve a
settlement of estate claims. It is not a close call," Michael D.
Sirota of COLE SCHOTZ P.C. explained in court filings.
The Debtors also note that the $535 million contribution that the
Debtors were able to negotiate is sufficient to cover all or nearly
all of the Debtors' total tort liabilities. The Debtors' claims
valuation expert estimates that the Debtors' asbestos and
asbestos-related talc liabilities in the tort system but for these
bankruptcies would be between $474 million and $571 million (in
present value terms).
About Whittaker, Clark & Daniels
Whittaker, Clark & Daniels, Inc. and affiliates, Brilliant National
Services Inc., Soco West Inc. and L.A. Terminals Inc., were engaged
in nonmetallic mineral mining and quarrying.
The Debtors sought Chapter 11 protection (Bankr. D.N.J. Lead Case
No. 23-13575) on April 26, 2023. The Debtors estimated $100 million
to $500 million in assets against $1 billion to $10 billion in
liabilities as of the bankruptcy filing.
The Hon. Michael B. Kaplan is the case judge.
The Debtors tapped Kirkland & Ellis LLP as general bankruptcy
counsel; Cole Schotz P.C. as co-bankruptcy counsel; and M3 Partners
LLC as financial advisor. Stretto, Inc. is the claims agent.
The U.S. Trustee for Regions 3 and 9 appointed an official
committee to represent talc claimants in the Debtors' Chapter 11
cases. The talc committee is represented by Cooley, LLP.
The Hon. Shelley Chapman was appointed as the future claimants'
representative (FCR) in the Chapter 11 cases. Willkie Farr &
Gallagher, LLP is the FCR's counsel.
WILLAMETTE VALLEY: Unsecureds Owed $10K+ to Get 11% in Plan
-----------------------------------------------------------
Willamette Valley Hops, LLC ("WVH") submitted an Amended Disclosure
Statement accompanying Plan of Reorganization dated August 13,
2024.
The accompanying Plan of Reorganization describes how all claims
will be treated under the proposed plan. In particular, if the plan
is confirmed, holders of general unsecured claims will receive a
dividend of approximately 11% of their allowed claims.
The payment to unsecured creditors will come from Debtor's
operations. One of Debtor's members, Bruce Wolf, will sell
sufficient real property within 60 days of Confirmation to pay
secured creditor US Bank in full on its secured debt which totals
over $1,500,000 including the amounts guaranteed by Willamette
Valley Hops in the amount of $648,263.33.
The payment to US Bank will be funded by the sale of Bruce Wolf's
60 acre hop farm and an office warehouse on the property. After the
sale, Debtor will lease back the office and warehouse from the
buyer.
The Debtor has filed a motion to assume all current contracts that
it has with its customers. Debtor is rejecting the customer
contracts that are in default by the customer. A total of 7 of the
customers out of 252 have objected to the assumption of the
contracts claiming Debtor has been unable to supply hops and that
the motion misstates the balance of the contracts being assumed.
Debtor believes that it will be able to settle most of the
objections by letting the customer cancel the old contracts and
allowing them to use any credits they have at the rate of 25% of
each new order until the credits are used. Debtor disputes that it
has been unable to supply hops that have been ordered pursuant to
the outstanding contracts.
The administrative claims consisting of Debtor's attorney fees and
expenses will be paid within 60 months of confirmation pursuant to
a written agreement with Debtor and Debtor's attorney. Currently
the total unpaid attorney's fees equal $59,688.41. It is estimated
an additional $20,000 will be incurred through confirmation. Debtor
also has unpaid bookkeeping fees which will be paid upon
confirmation. The bookkeeping fees are estimated to be $2,300.00.
The Debtor will object to the administrative claim filed by Clayton
Hops in the amount of $4,368.00. The claim by Clayton Hops is for
storage of hops that Debtor had contracted for. The contract with
Clayton Hops has been rejected, but Clayton Hops claims that Debtor
owes post filing storage as an administrative expense. Debtor
denies it owes for storage of the hops.
Class 2 consists of Impaired Unsecured Claims of less than
$10,000.00. These creditors will be paid 50% of their claim amount
within 90 days of confirmation as payment in full. Any creditor
with a claim of more than $10,000.00 can elect to be a part of this
class and receive a payment of $5,000.00 in full satisfaction of
its claim.
Class 3 consists of Impaired General Unsecured Claims of more than
$10,000.00. These claims total approximately $8,700,000.00. Debtor
understands that creditor John I Haas intends to file claims for
the rejection of most of the contracts Debtor had with Haas. This
will increase the total claims significantly and will lower the
overall percentage the unsecured creditors will receive. These
creditors will share pro-rata in monthly distributions beginning at
$2,000.00 in November 2024.
The creditors will receive approximately 11% of their claims which
might be lowered to as much as 5% depending on the amount of
Haas’ claim for rejection of contract damages. Haas owes Debtor
approximately $140,000 for work Debtor did in 2023 in the form of
receiving and inventorying hops. On the Effective Date of the Plan
Haas will be allowed to offset this debt against the debt owed to
it by Debtor. The total to be distributed is $952,000.00.
Class 4 consists of Unimpaired Equity Holders. The equity interest
holders, Bruce Wolf, Paul Stevens and Jeff Langley, will retain
their interests in Debtor in the same percentages as they owned
prior to the filing of this case.
The Debtor's member, Bruce Wolf, is selling his 60 acre hop farm
and office and warehouse for enough to pay off the secured creditor
US Bank. The total owed to US Bank is $1,590,342.16, which includes
the guaranteed debt of Bruce Wolf in the amount of $648,263.33 and
$942,078.83 owed by Debtor. The payments to the other creditors
will be funded from the income generated by Debtor's business.
A full-text copy of the Amended Disclosure Statement dated August
13, 2024 is available at https://urlcurt.com/u?l=ZnUnlF from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Ted A. Troutman, Esq.
TROUTMAN LAW FIRM, PC
5075 SW Griffith Dr., Suite 220
Beaverton, OR 97005
Telephone: (503) 292-6788
Facsimile: (503) 596-2371
Email: tedtroutman@sbcglobal.net
About Willamette Valley Hops
Willamette Valley Hops, LLC, is a family owned and operated premium
hop product distributor established in 2008 and located in the
heart of the Willamette Valley.
Willamette Valley Hops filed a Chapter 11 petition (Bankr. D. Ore.
Case No. 24-60110) on Jan. 19, 2024, with $10 million to $50
million in both assets and liabilities. Paul Stevens, managing
member, signed the petition.
Judge Peter C. Mckittrick oversees the case.
Ted A. Troutman, Esq. at Troutman Law Firm, PC, is the Debtor's
legal counsel.
WIN-SC LLC: Files for Chapter 11 Bankruptcy Protection
------------------------------------------------------
Win-SC LLC filed Chapter 11 protection in the Middle District of
Pennsylvania. According to court filing, the Debtor reports
$8,222,411 in debt owed to 1 and 49 creditors. The petition states
funds will be available to unsecured creditors.
A meeting of creditors under 11 U.S.C. Section 341(a) is slated for
Sept. 25, 2024 at 10:00 a.m. in Room Telephonically.
About Win-SC LLC
Win-SC LLC owns real property located at 1890 - 1900 North Atherton
Street, State College, Centre County, Pennsylvania comprised of two
parcels having a current value of $5.27 million.
Win-SC LLC sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. M.D. Pa. Case No. 24-02012) on April 15, 2024. In the
petition filed by Robert E. Schmidt, Jr., Managing Member of
Schmidt Investments of South Florida, LLC, the Debtor reports total
assets of $5,286,776 and total liabilities of $8,222,411.
The Honorable Bankruptcy Judge Henry W. Van Eck handles the case.
The Debtor is represented by:
Lawrence V. Young, Esq.
CGA LAW FIRM
135 North George Street
York, PA 17401
Tel: 717-848-4900
Fax: 717-843-9039
E-mail: lyoung@cgalaw.com
WISA TECHNOLOGIES: Net Loss Widened to $42.7MM in Fiscal Q2
-----------------------------------------------------------
WiSA Technologies, Inc. filed with the U.S. Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
of $42.7 million on $345,000 of revenues for the three months ended
June 30, 2024, compared to a net loss of $5.3 million on $425,000
of revenues for the three months ended June 30, 2023.
For the six months ended June 30, 2024, the Company reported a net
loss of $40 million on $600,000 of revenues, compared to a net loss
of $6.2 million on $894,000 of revenues for the same period in
2023.
As of June 30, 2024, the Company had cash and cash equivalents of
$6.1 million and reported net cash used in operations of $9 million
during the six months ended June 30, 2024. The Company expects
operating losses to continue in the foreseeable future because of
additional costs and expenses related to research and development
activities, plans to expand its product portfolio, and increase its
market share. The Company's ability to attain profitable operations
is dependent upon achieving a level of revenues adequate to support
its cost structure.
Based on current operating levels, the Company will need to raise
additional funds in the next 12 months by selling additional equity
or incurring debt. To date, the Company has funded its operations
primarily through sales of its securities in public and private
markets, proceeds from the exercise of warrants to purchase common
stock and the sale of convertible notes. Additionally, future
capital requirements will depend on many factors, including the
rate of revenue growth, the selling price of the Company's
products, the expansion of sales and marketing activities, the
timing and extent of spending on research and development efforts
and the continuing market acceptance of the Company's products.
These factors raise substantial doubt about the Company's ability
to continue as a going concern for the 12 months from the date of
this Report.
Management of the Company intends to raise additional funds through
the issuance of equity securities or debt. There can be no
assurance that, in the event the Company requires additional
financing, such financing will be available at terms acceptable to
the Company, if at all. Failure to generate sufficient cash flows
from operations, raise additional capital and reduce discretionary
spending could have a material adverse effect on the Company's
ability to achieve its intended business objectives. As a result,
the substantial doubt about the Company's ability to continue as a
going concern has not been alleviated.
As of June 30, 2024, the Company had $10.6 million in total assets,
$4.2 million in total liabilities, and $6.4 million in total
stockholders' equity.
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/5mnx4e4v
About WiSA Technologies
WiSA Technologies, Inc. (NASDAQ: WISA) -- www.wisatechnologies.com
-- develops, markets, and sells spatial audio wireless technology
for smart devices and next-generation home entertainment systems.
The Company's consortium, the WiSA Association, collaborates with
leading consumer electronics companies, technology providers,
retailers, and industry partners to make spatial audio an
experience accessible to everyone. WiSA E is WiSA's proprietary
technology that delivers seamless integration across platforms and
devices, setting a new standard for interoperable high-quality
audio excellence.
San Jose, California-based BPM LLP, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
April 1, 2024, citing that the Company's recurring losses from
operations, a net capital deficiency, available cash, and cash used
in operations raise substantial doubt about its ability to continue
as a going concern.
WYNN RESORTS: Settles DOJ Investigation With $130-Mil. Forfeiture
-----------------------------------------------------------------
Wynn Resorts, Limited disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that on September 6, 2024,
Wynn Las Vegas, LLC, a wholly owned indirect subsidiary of the
Company, entered into a non-prosecution agreement with the United
States Attorney's Office for the Southern District of California
and the United States Department of Justice, resolving the
previously-disclosed investigation into various transactions at
Wynn Las Vegas relating to certain patrons who reside or operate in
foreign jurisdictions which were facilitated by former employees,
agents and other third parties that were unlicensed money
transmitting businesses, in violation of 18 U.S.C. § 1960.
Pursuant to the NPA, Wynn Las Vegas agreed to forfeit $130 million
in funds involved in the transactions at issue and continue to make
certain enhancements to its compliance program. The DOJ agreed
that, subject to Wynn Las Vegas's fulfillment of its obligations
under the NPA, it will not bring any criminal charges against Wynn
Las Vegas concerning the subject matter of its investigation,
subject to standard reservations of rights and certain reserved
claims.
In reaching the resolution set forth in the NPA, the DOJ took into
account the historical nature of the transactions at issue; Wynn
Las Vegas's cooperation with the DOJ's multi-year investigation;
that Wynn Las Vegas no longer employs or is affiliated with any of
the individuals implicated in the transactions at issue; and Wynn
Las Vegas's extensive remedial measures, many of which were
undertaken prior to the parties entering into the NPA.
The NPA resolves all prior U.S. federal regulatory inquiries
commenced in or about 2014 regarding compliance by Wynn Las Vegas
with 18 U.S.C. § 1960 and the Bank Secrecy Act.
About Wynn Resorts Ltd.
Headquartered in Las Vegas, Nevada, Wynn Resorts, Limited owns and
operates hotels and casino resorts. As of Dec. 31, 2023, Wynn
Resorts has $14 billion in total assets, $15.1 billion in total
liabilities, and $1.1 billion in total stockholders' deficit.
* * *
Egan-Jones Ratings Company, on January 31, 2024, maintained its
'CCC+' foreign currency and local currency senior unsecured ratings
on debt issued by Wynn Resorts, Limited.
YIELD10 BIOSCIENCE: Issues $3 Million Promissory Note to Nuseed
---------------------------------------------------------------
Yield10 Bioscience, Inc., disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on Sept. 5, 2024, it issued
a promissory note in the principal amount of up to $3 million,
secured by all of the Company's assets, to Nuseed Nutritional US
Inc. The Company may request advances of up to $1 million, up to a
maximum outstanding principal amount of $3 million, under the Note.
The Company's initial draw under the Note was $500,000. The Note
bears interest at an interest rate of 7% per annum and will mature
on Dec. 31, 2024. Events of default under the Note include an
agreement to sell all of the Company's assets to any buyer other
than Nuseed, failure to make payments under the Note when due,
filing of bankruptcy, and incurring any other secured indebtedness
without Nuseed's consent. The interest rate under the Note would
increase to 9% per annum during any period of default.
The Company and Nuseed continue to negotiate the proposed purchase
by Nuseed of all of the Company's assets, pursuant to the
Memorandum of Understanding described in the Company's Current
Report on Form 8-K dated July 17, 2024.
About Yield10
Yield10 Bioscience, Inc. -- http://www.yield10bio.com/-- is an
agricultural bioscience company focused on the large-scale
production of low carbon sustainable products from processing
Camelina seed using the oilseed Camelina sativa as a platform crop.
The Company is pursuing Camelina seed oil products for two market
opportunities and value chains. Each product has its own set of
scale requirements, value proposition and challenges. The first
product, is seed oil produced by Camelina which has been
genetically engineered to enable production of high levels of the
omega-3 fatty acids eicosapentanoic acid (EPA) and docosahexanoic
acid (DHA). The second product is Camelina seed oil for use as a
low-carbon intensity feedstock oil for biofuels, including
biodiesel, renewable diesel and sustainable aviation fuel.
West Palm Beach, Florida-based Berkowitz Pollack Brant
Advisors+CPAs, the Company's auditor since 2024, issued a "going
concern" qualification in its report dated April 1, 2024, citing
that the Company has suffered recurring losses from operations and
has a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.
ZIGI USA: Seeks to Extend Plan Exclusivity to Sept. 26
------------------------------------------------------
Zigi USA LLC asked the U.S. Bankruptcy Court for the Southern
District of New York to extend its exclusivity periods to file its
chapter 11 plan of reorganization or liquidation and obtain
acceptance thereof to September 26 and November 27, 2024,
respectively.
The Debtor claims that it needs an extension of the Exclusivity
Periods to accomplish its ultimate goal, which is achieving as much
consensus as possible on a plan of reorganization that maximizes
value and allows the Debtor to expeditiously exit chapter 11. There
is no doubt that maintaining the Exclusivity Periods is critical to
the Debtor's ability to advance plan discussions beyond the early
stages, especially given that the Debtor's mediation with the
Committee established the parameters of a plan.
If granted an extension of the Exclusivity Periods, the Debtor's
priority will be to facilitate a continued dialogue with their
various stakeholders relating to the issues in the case, including,
most importantly, the plan of reorganization. The Debtor believes
such a discussion will be more difficult in an environment where
multiple plans can be proposed and parties become less willing to
engage in a global restructuring discussion.
The Debtor explains that it is making every effort to work with its
creditors towards a successful and consensual restructuring but
that process is ongoing with the Debtor having recently stabilized
its business. Granting an extension of the Exclusive Periods will
not give the Debtor unfair leverage over any creditor. On the
contrary, such an extension will, in fact, afford the Debtor an
opportunity to consider all relevant information and make informed
decisions to maximize the recovery to all creditors during this
important post-mediation time while settlement offers are being
considered.
The Debtor believes that at this time, the filing of a plan by
third parties, or even the mere threat of such a filing, would
serve no purpose other than to introduce delay and additional
administrative expenses to these cases. Moreover, it is highly
unlikely that any party in the Debtor's case could propose a
viable, fully informed plan prior to the resolution of the
contingency described supra, and thus, the proposal of any such
plan at this time would be premature and disruptive to the plan
proposal and confirmation process, without any commensurate
benefits.
Accordingly, the Debtor submits that cause exists for the requested
extensions and that the entry of the Proposed Order further
increasing the Exclusive Periods is reasonable and is in the best
interest of the Debtor and its estate.
Zigi USA, LLC is represented by:
Leo Jacobs, Esq.
Jacobs P.C.
595 Madison Avenue, Floor 39
New York, NY 10022
Tel: (718) 772-8704/(212) 229-0476
Email: leo@jacobspc.com
About Zigi USA
Zigi USA, LLC, a company that specializes in women's footwear
wholesale in New York, N.Y., filed Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 23-12102) on Dec. 31, 2023, with $10 million to
$50 million in both assets and liabilities.
Judge David S. Jones oversees the case.
The Debtor tapped Jacobs PC as bankruptcy counsel; Jeffer Mangels
Butler & Mitchell, LLP as special counsel; and FIA Capital
Partners, LLC as restructuring advisor. David Goldwasser of FIA
serves as the Debtor's chief restructuring officer.
[] Pashman Stein Touts Expansion of Bankruptcy Practice
-------------------------------------------------------
Pashman Stein Walder Hayden P.C. announced continued expansion of
the firm's Bankruptcy, Restructuring & Creditors' Rights practice
with the addition of Partner Leah Eisenberg, Associate David Sklar,
and Associate Dwij Patel.
"I am thrilled to welcome Leah, David and Dwij to our group,”
noted John W. Weiss, chair of the firm's Bankruptcy, Restructuring
& Creditors' Rights practice, "As demand for our services
continues to increase, adding such high caliber professionals to
the group will further enhance our ability to meet and surpass our
clients' needs.”
Weiss added, "New Jersey's bankruptcy court has emerged as a leader
due to increased filings and because the Garden State's bankruptcy
bench moves efficiently and is known for its sophistication and
knowledge of Chapter 11 issues. As a venue, New Jersey is appealing
for large and complex bankruptcy matters, and through the growth
and efforts of our Bankruptcy, Restructuring & Creditors' Rights
group, Pashman Stein is well-positioned to serve as lead counsel
and co-counsel in those New Jersey bankruptcy matters, and in
bankruptcy matters throughout the country.”
Weiss continued, "Like many of the lawyers in our group, Leah has a
Big Law pedigree and tremendous experience with high-profile and
complex matters. She is another example of an outstanding and
talented attorney who has selected Pashman Stein for its culture,
rate structure and size. We welcome Leah, David and Dwij to the
firm and look forward to continuing to provide top-notch service
and advice to our clients."
The Bankruptcy, Restructuring & Creditors' Rights practice group at
Pashman Stein advises clients across the country in complex
financial restructuring and bankruptcy related transactions and
litigation matters. The addition of Eisenberg, Sklar and Patel
expands a thriving team of attorneys working with John W. Weiss,
who launched the practice group in March 2022. Joseph C. Barsalona
II then joined the group in June 2022, with the firm opening its
Delaware office. Since then, the group has welcomed Chambers-ranked
bankruptcy luminaries Henry J. Jaffe and David B. Stratton and
associates Richard C. Solow, Alexis R. Gambale and Amy M. Oden.
Leah Eisenberg, Partner
Prior to joining Pashman Stein, Eisenberg worked at Mayer Brown and
at Foley & Lardner. Earlier in her career, she served as the first
law clerk to the Honorable Robert E. Gerber, U.S. Bankruptcy Judge
for the Southern District of New York. Her practice encompasses
corporate reorganization and default matters, corporate trust
default matters, intercreditor matters, bankruptcy litigation,
cannabis-related financing matters and cross border
representations. She represents creditors, indenture trustees,
committees of unsecured creditors, debtors, secured creditors,
lenders, bidders and acquirors. In addition, Eisenberg is currently
representing a synagogue on employment, real estate and
non-for-profit matters, and she has represented clients in
successfully obtaining for them Holocaust reparations.
Eisenberg earned her J.D. from Brooklyn Law School and her B.A.
summa cum laude from Binghamton University. She is admitted to the
New Jersey and New York bars and is a co-founder and Board Member
of the Women's Division for the New York Institute of Credit
(NYIC). She also serves as a Board Member for the Association of
Insolvency Restructuring Advisors (AIRA) and for the Holocaust and
Human Rights Center.
David Sklar, Associate
Sklar's experience has included representing various creditors and
creditors' committees in complex chapter 11 matters managing
litigation matters inside and outside of bankruptcy, representing a
chapter 7 trustee in bankruptcy litigation, and representing
debtors, creditors, and interested parties in chapter 7, 11 and 13
bankruptcy proceedings. This experience has included but is not
limited to representations of individuals, businesses, commercial
landlords, third party purchasers at sheriff sales, and secured
creditors. He is admitted to the New Jersey and New York bars
along with the Federal Courts located in the District of New
Jersey, the Southern District of New York, and the Eastern District
of New York.
Prior to joining Pashman Stein, Sklar worked at Porzio, Bromberg &
Newman, P.C. and Scura, Wigfield, Heyer, Stevens & Cammarota, LLP.
He earned his J.D. from Rutgers Law School, cum laude, and his B.A.
from the University of Michigan. He is a member of the American
Bankruptcy Institute, Turnaround Management Association -- New
Jersey Chapter, NJBLF NextGen Committee, and the NCBJ NextGen Class
of 2022.
Dwij Patel, Associate
Prior to joining Pashman Stein, Patel was a Judicial Law Clerk for
Chief Bankruptcy Judge Cecelia G. Morris of the United States
Bankruptcy Court for the Southern District of New York. He also
previously served as a Judicial Law Clerk for the United States
Bankruptcy Court for the Northern District of New York for a
two-year period, serving as Judicial Law Clerk for the Honorable
Patrick G. Radel, for Chief Bankruptcy Judge Wendy Kinsella and for
Chief Bankruptcy Judge Diane Davis (Ret.). He is admitted to the
New Jersey and New York bars, along with the Federal Courts located
in the District of New Jersey, the Southern District of New York,
and the Eastern District of New York.
Patel earned his B.A. from The University of Texas at Arlington,
and his J.D. from the Syracuse University College of Law, where he
served as a student law clerk in the Bankruptcy Law Clinic, as
Executive Editor of the Journal of Science and Technology, and as
President of the South Asian Law Student Association. He is a
member of the American Bankruptcy Institute (ABI) and the Asian
Pacific American Lawyers Association of New Jersey, Inc.
(APALA-NJ).
About Pashman Stein Walder Hayden P.C.
Pashman Stein Walder Hayden -- http://www.pashmanstein.com/-- is a
full-service law firm with a reputation for professional
excellence. Headquartered in Hackensack, New Jersey, the firm has
offices throughout the region in Holmdel, New Jersey; New York, New
York; Purchase, New York; and Wilmington, Delaware. The firm serves
a diverse client base including Fortune 500 companies, emerging
growth entities and entrepreneurial businesses, professional
athletes, law firms, judges, lawyers, governmental entities,
non-profit organizations, and individuals. As a member of Interlaw,
the firm has access to an internationally recognized network of law
firms, comprising 8,000+ lawyers throughout the world. Recent firm
honors include being named Law Firm of the Year (2023), Litigation
Department of the Year General-finalist (2023) and, for five years
in a row, awarded Appellate Litigation Department of the Year
(2018-2022), by the New Jersey Law Journal; and named 2020 Pro Bono
Law firm by the New Jersey State Bar Association.
[^] BOOK REVIEW: The Sorcerer's Apprentice - Medical Miracles
-------------------------------------------------------------
Author: Sallie Tisdale
Publisher: BeardBooks
Softcover: 270 pages
List Price: $34.95
Review by Henry Berry
Order your own personal copy at http://is.gd/9SAfJR
An earlier edition of "The Sorcerer's Apprentice" won an American
Health Book Award in 1986. The book has been recognized as an
outstanding book on popular science. Tisdale brings to her subject
of the wide nd engrossing field of health and illness the
perspective, as well as the special sympathies and sensitivities,
of a registered nurse. She is an exceptionally skilled writer.
Again and again, her descriptions of ill individuals and images of
illnesses such as cancer and meningitis make a lasting impression.
Tisdale accomplishes the tricky business of bringing the reader to
an understanding of what persons experience when they are ill; and
in doing this, to understand more about the nature of illness as
well. Her style and aim as a writer are like that of a medical or
science journalist for leading major newspaper, say the "New York
Times" or "Los Angeles Times." To this informative, readable style
is added the probing interest and concern of the philosopher trying
to shed some light on one of the central and most unsettling
aspects of human existence. In this insightful, illuminating,
probing exploration of the mystery of illness, Tisdale also
outlines the limits of the effectiveness of treatments and cures,
even with modern medicine's store of technology and drugs. These
are often called "miracles" of modern medicine. But from this
author's perspective, with the most serious, life-threatening,
illnesses, doctors and other health-care professionals are like
sorcerer's trying to work magic on them. They hope to bring
improvement, but can never be sure what they do will bring it
about. Tisdale's intent is not to debunk modern medicine, belittle
its resources and ways, or suggest that the medical profession
holds out false hopes. Her intent is do report on the mystery of
serious illness as she has witnessed it and from this, imagined
what it is like in her varied work as a registered nurse. She also
writes from her own experiences in being chronically ill when she
was younger and the pain and surgery going with this.
She writes, "I want to get at the reasons for the strange state of
amnesia we in the health professions find ourselves in. I want to
find clues to my weird experiences, try to sense the nature of
being sick." The amnesia of health professionals is their state of
mind from the demands placed on them all the time by patients,
employers, and society, as well as themselves, to cure illness, to
save lives, to make sick people feel better. Doctors, surgeons,
nurses, and other health-care professionals become primarily
technicians applying the wonders of modern medicine. Because of the
volume of patients, they do not get to spend much time with any one
or a few of them. It's all they can do to apply the prescribed
treatment, apply more of it if it doesn't work the first time, and
try something else if this treatment doesn't seem to be effective.
Added to this is keeping up with the new medical studies and
treatments. But Tisdale stepped out of this problem-solving
outlook, can-do, perfectionist mentality by opting to spend most of
her time in nursing homes, where she would be among old persons she
would see regularly, away from the high-charged atmosphere of a
hospital with its "many medical students, technicians,
administrators, and insurance review artists." To stay on her
"medical toes," she balanced this with working occasional shifts in
a nearby hospital. In her hospital work, she worked in a neonatal
intensive care unit (NICU), intensive care unit (ICU), a burn
center, and in a surgery room. From this combination of work with
the infirm, ill, and the latest medical technology and procedures
among highly-skilled professionals, Tisdale learned that "being
sick is the strangest of states." This is not the lesson nearly all
other health-care workers come away with. For them, sick persons
are like something that has to be "fixed." They're focused on the
practical, physical matter of treating a malady. Unlike this
author, they're not focused consciously on the nature of pain and
what the patient is experiencing. The pragmatic, results-oriented
medical profession is focused on the effects of treatment. Tisdale
brings into the picture of health care and seriously-ill patients
all of what the medical profession in its amnesia, as she called
it, overlooks.
Simply in describing what she observes, Tisdale leads those in the
medical profession as well as other interested readers to see what
they normally overlook, what they normally do not see in the
business and pressures of their work. She describes the beginning
of a hip-replacement operation, the surgeon "takes the scalpel and
cuts--the top of the hip to a third of the way down the thigh--and
cuts again through the globular yellow fat, and deeper. The
resident follows with a cautery, holding tiny spraying blood
vessels and burning them shut with an electric current. One small,
throbbing arteriole escapes, and his glasses and cheek are
splattered." One learns more about what is actually going on in an
operation from this and following passages than from seeing one of
those glimpses of operations commonly shown on TV. The author
explains the illness of meningitis, "The brain becomes swollen with
blood and tissue fluid, its entire surface layered with pus...The
pressure in the skull increases until the winding convolutions of
the brain are flattened out...The spreading infection and pressure
from the growing turbulent ocean sitting on top of the brain cause
permanent weakness and paralysis, blindness, deafness...." This
dramatic depiction of meningitis brings together medical facts,
symptoms, and effects on the patient. Tisdale does this repeatedly
to present illness and the persons whose lives revolve around it
from patients and relatives to doctors and nurses in a light
readers could never imagine, even those who are immersed in this
world.
Tisdale's main point is that the miracles of modern medicine do not
unquestionably end the miseries of illness, or even unquestionably
alleviate them. As much as they bring some relief to ill
individuals and sometimes cure illness, in many cases they bring on
other kinds of pains and sorrows. Tisdale reminds readers that the
mystery of illness does, and always will, elude the miracle of
medical technology, drugs, and practices. Part of the mystery of
the paradoxes of treatment and the elusiveness of restored health
for ill persons she focuses on is "simply the mystery of illness.
Erosion, obviously, is natural. Our bodies are essentially
entropic." This is what many persons, both among the public and
medical professionals, tend to forget. "The Sorcerer's Apprentice"
serves as a reminder that the faith and hope placed in modern
medicine need to be balanced with an awareness of the mystery of
illness which will always be a part of human life.
Sallie Tisdale -- http://www.sallietisdale.com/-- is an American
writer and essayist. She was born in April 1957 in Eureka,
California. She earned a nursing degree in 1983 in Wesleyan
University and wrote in her off-hours from medical practice. She
currently teaches at Dharma Rain Zen Center in Portland, Oregon.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA.
Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante,
Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon,
Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and
Peter A. Chapman, Editors.
Copyright 2024. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***