/raid1/www/Hosts/bankrupt/TCR_Public/250321.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, March 21, 2025, Vol. 29, No. 79
Headlines
220 FTL-LTPJ: Court Denies Bid to Use Cash Collateral
2446 ENCINAL: Gets Final OK to Use Cash Collateral
330 WESTMINSTER: Hires Resurgent Legal Services as Counsel
3RP RECYCLING: Files Emergency Bid to Use Cash Collateral
5630 CHESTNUT: Hires Long and Foster as Real Estate Broker
74 04 ROOSEVELT: Seeks Chapter 11 Bankruptcy in New York
7Q59 AMHERST: Case Summary & Five Unsecured Creditors
867-871 KNICKERBOCKER: Court OKs Deal to Use Cash Collateral
8TH AVENUE: Moody's Affirms Caa1 CFR, Appends PDR Limited Default
ABP AVENTURA: Case Summary & 20 Largest Unsecured Creditors
ADVENT TECHNOLOGIES: Secures EUR34.5M EU Grant for RHyno Project
ADVENTURE COAST: Seeks to Sell Vehicles & Equipment
AIR INDUSTRIES: Secures $3.3M Contracts for US Navy E-2D Aircraft
AIR INDUSTRIES: Wins Supplier Excellence Award From Northrop
AIRNET TECH: CEO, Directors Resign; Replacements Named
ALC ENGINEERED: Seeks Chapter 11 Bankruptcy in Missouri
ALPINE HOSPITALITY: Amends Motion on the Sale of Ramada Hotel
AMERICAN CANNABIS: President Ellis Smith Resigns
AQUABOUNTY TECHNOLOGIES: Sells Unit to Kelly Cove for C$1.59M
ASPIRA WOMEN'S: Sells $1.37M Convertible Notes in Private Placement
ATI PHYSICAL: Closes $26 Million 8% PIK Convertible Note Financing
AVENIR WELLNESS: CFO Joel Bennett Named Interim CEO
B&B OUTDOOR: Seeks Subchapter V Bankruptcy in Florida
B. RILEY FINANCIAL: Secures $160MM Credit Facility With Oaktree
B.L.H.G. GROUP: Files Emergency Bid to Use Cash Collateral
BAUSCH + LOMB: S&P Upgrades ICR to 'B', Outlook Developing
BAUSCH HEALTH: S&P Upgrades ICR to 'B-' on Partial Refinancing
BAUSCH HEALTH: Starts $7.4B Bond, Loan Sale to Refinance Debt
BB 23 HOLLOW: Seeks to Use Cash Collateral
BELLEVUE HOSPITAL: Unsecureds to Get Retained Action Proceeds
BIOXCEL THERAPEUTICS: Issues Warrants to Purchase 4MM Common Shares
BRIGHT STAR: S&P Affirms 'BB+' Rating on School Revenue Bonds
CARGO LIFTS: Seeks Cash Collateral Access
CELL-NIQUE CORPORATION: Unsecureds Will Get 9.84% over 5 Years
CENTRAL FLORIDA: Files Emergency Bid to Use Cash Collateral
CHAMPIONS ONCOLOGY: Reports Record $4.5MM Net Income in Fiscal Q3
CHESTNUT MED: Hires Long and Foster as Real Estate Broker
CLEAN ENERGY: Secures $558K Investment Via Convertible Note Deal
CLENNEY BROTHERS: Hires Emmett L. Goodman Jr. LLC as Counsel
COMTECH TELECOMMUNICATIONS: Amends Credit Deals, Secures $40M Loan
CYTOSORBENTS CORP: Delays Earning Report Due to Executive's Passing
DAATS COMPANIES: Seeks Chapter 11 Bankruptcy in Texas
DANIMER SCIENTIFIC: Case Summary & 30 Largest Unsecured Creditors
DEBBIE OUTLAW: Seeks to Hire Frank B. Lyon as Legal Counsel
DEPANO BROS: U.S. Trustee Unable to Appoint Committee
DEREK L. MARTIN DMD: Seeks Subchapter V Bankruptcy in California
DIOCESE OF ROCHESTER: Updates Abuse Claims Pay; Files Amended Plan
DOVETAIL DEVELOPMENT: To Sell Paulding Property to Samuel Ladd
E.W. SCRIPPS: Davis Polk Advises Term Loan Lenders on Refinancing
E.W. SCRIPPS: Inks Deals to Refinance Revolver, Term Loans
EARTH SCIENCE: Amends Las Villas Deal to Reduce Price to $200K
EMERGENT BIOSOLUTIONS: Reports $190.6 Million Net Loss in 2024
ENGLOBAL CORP: Ch. 11 Filing Triggers Default in Alliance 2000 Loan
ENGLOBAL CORP: Seeks to Sell Service Business at Auction
ENVERIC BIOSCIENCES: Regains Nasdaq Listing Bid Price Compliance
ESSEX TECHNOLOGY: Committee Hires Cole Schotz as Co-Counsel
ESSEX TECHNOLOGY: Committee Hires Province as Financial Advisor
ESSEX TECHNOLOGY: Committee Hires Womble Bond as Co-Counsel
EXCELTECH ONE: Gets Interim OK to Use Cash Collateral
EXPRESS MOBILE: Seeks Cash Collateral Access
F21 OPCO: Moves Forward for Speedy Chapter 11 Plans
FLAGSTAR FINANCIAL: Moody's Ups Issuer Rating to B1, Outlook Pos.
FLY7 INSTALLATIONS: Seeks Cash Collateral Access
FRANCO HAULING: Gets OK to Use Cash Collateral Until April 4
FREE SPEECH: Sandy Hook Attorney Seeks to Halve Suspension
FRENCH SEAM: Hires Hester Baker Krebs LLC as Counsel
FRIENDS OF DOLPHINS: Seeks to Sell Valrico Property at Auction
GARCIA DEARING: Hires Monday Rufus & Co. P.C. as Accountant
HNO INTERNATIONAL: Discloses Misstatements in 2023 Form 10-K
HOODSTOCK RANCH: U.S. Trustee Unable to Appoint Committee
HUB CITY: Not Eligible to Proceed Under Subchapter V
HUMPER EQUIPMENT: Hires Roberts McKenzie Mangan as Accountant
INFINITY GEAR: Hires Wadsworth Garber Warner as Counsel
INNOVATE CORP: Revolving Credit Maturity Date Extended to August 1
INTERNATIONAL PETROLEUM: S&P Affirms 'B' ICR, Outlook Negative
INTRUSION INC: Narrows Net Loss to $7.8 Million in FY 2024
IRON WORKS: Gets Interim OK to Use Cash Collateral
KATE QUINN: Seeks Chapter 11 Bankruptcy in Washington
KING'S MOVING: Gets Extension to Access Cash Collateral
KULR TECHNOLOGY: Sets Q4, Full-Year 2024 Earnings Call for March 27
LAKE SPOFFORD: Files Emergency Bid to Use Cash Collateral
LAVISSANI LLC: Hires Larson & Zirzow as Bankruptcy Counsel
LEFEVER MATTSON: Hires Coldwell Banker as Real Estate Broker
LISBON CONCRETE: Bankr. Administrator Unable to Appoint Committee
LOCAL EATERIES: Case Summary & 20 Largest Unsecured Creditors
LUCAS CONSTRUCTION: Gets Interim OK to Use Cash Collateral
MARIZYME INC: Restate Financials for Q1 and Q2 2024 Due to Errors
MEGNA PRECISION: Hires Michael D. Kwasigroch as General Counsel
MIDWEST CHRISTIAN: To Sell Pharmacy Business to RNG BEH CN for $45K
MODIVCARE INC: A. Cunningham, D.M. Gonzales Named Board Members
MODIVCARE INC: Completes $251 Million Senior Notes Exchange
MOM CA INVESTOR: Case Summary & 10 Unsecured Creditors
MOM CA: Gets Interim OK to Use Cash Collateral
MOORE HOLDINGS: Hires RE/MAX Gold as Real Estate Broker
MORTGAGE UNITY: Hires Aframe & Barnhill P.A. as Counsel
NIKOLA CORP: Gets Court Approval for April 7, 2025 Auction
NOVABAY PHARMACEUTICALS: Settles Warrant Disputes With Three Funds
NOVABAY PHARMACEUTICALS: Taps Lucid Capital for Financial Advisory
ONCOCYTE CORP: Bio-Rad Laboratories Hold 9.7% Equity Stake
ONDAS HOLDINGS: Appoints Oshri Lugasi as Co-CEO of OAS
OTB HOLDING: Hires Hilco Corporate as Investment Banker
OTB HOLDING: Hires Mr. Tibus of Alvarez & Marsal as CRO
OUR FAMILY DIRECT: Files Emergency Bid to Use Cash Collateral
PAN AM DENTAL: Hires Dawn Escobar-Green as Accountant
PARAMOUNT INTERMODAL: Seeks Subchapter V Bankruptcy in California
PEARCE SPECIALTY: Seeks Cash Collateral Access
PHUNWARE INC: Welcomes Quyen Du to Board of Directors
POPELINO'S TRANSPORTATION: Case Summary & 20 Unsecured Creditors
PORT LOUIS: Hires Renaissance Realty as Property Manager
PREMIER TILLAGE: Case Summary & 20 Largest Unsecured Creditors
PROSPECT MEDICAL: Court Approves Deal with Medical Properties Trust
R & J BENTON: Hires Emmett L. Goodman Jr. LLC as Counsel
RENOVARO INC: Inks Extension Agreement with Predictive Oncology
REVOLUTION AUTO: Hires Sternberg Naccari & White as Counsel
RHODIUM ENCORE: Seeks Continued Cash Collateral Access
RLR MARKETING: Seeks to Hire Diller and Rice LLC as Counsel
ROCK MEDICAL: Seeks Cash Collateral Access, DIP Loan
SANUWAVE HEALTH: Amends ByLaws in Connection with Nasdaq Uplisting
SBLA INC: Gets Interim OK to Use Cash Collateral
SELECT PHENIXFIN: A.M. Best Affirms B(Fair) FS Rating
SEMILEDS CORP: Trung T. Doan Holds 57.69% Equity Stake
SHIELDCOAT TECHNOLOGIES: Seeks Cash Collateral Access
SHINE SOLAR: Case Summary & 20 Largest Unsecured Creditors
SILVER LINING: Seeks Chapter 11 Bankruptcy in Nevada
SNP ENTERPRISES: Sec. 341(a) Meeting of Creditors on April 17
SOLUNA HOLDINGS: Releases February Business Update
SPHERE 3D: K. Kalbfleisch Remains Acting CEO
SPIRIT AIRLINES: Davis Polk Was Lead Counsel in Restructuring
STRAITLINE WELL: Case Summary & 20 Largest Unsecured Creditors
SUN TECH AIR: Seeks Cash Collateral Access
SUNNOVA ENERGY: Oaktree Capital Buys Debt Prior to Talks
SWITCHBACK COFFEE: Seeks Continued Cash Collateral Access
TONIX PHARMACEUTICALS: CTO to Receive EUR 385K in Annual Salary
TREESAP FARMS: U.S. Trustee Appoints Creditors' Committee
TRIMONT ENERGY: Gets Extension to Access Cash Collateral
TWENTY EIGHT: Seeks Cash Collateral Access Until May 31
US BANK NA: Bronx Property Up for Sale on April 3
VENUS CONCEPT: Implements 1-for-11 Reverse Stock Split
VENUS CONCEPT: Secures Debt Extensions With Madryn, EW Investors
VERRICA PHARMACEUTICALS: Posts $76.6 Million Net Loss in 2024
VERRICA PHARMACEUTICALS: Registers $150-Mil. Mixed Securities Shelf
VIRGINIA BEACH: Seeks to Use Cash Collateral
WELCH & WELCH: Seeks Chapter 11 Bankruptcy in Tennessee
WELCOME GROUP: Claims to be Paid From Disposable Income
WESTERN REGIONAL: To Sell Los Angeles Property to Brandon Noronha
WESTFALL ENTERTAINMENT: Hires Bresset & Santora LLC as Counsel
WINDRIDGE A2A: Case Summary & Four Unsecured Creditors
WOLVERINE MUTUAL: A.M. Best Places B(Marginal) Rating Under Review
YORK BEACH: Hires Marcus Clegg Bals as Bankruptcy Counsel
ZW DATA: Subsidiary Acquires Rahula Digital Media for US$600K
[] BOOK REVIEW: Dangerous Dreamers
[] HSBC Bank to Auction IP Assets on March 26
[] Joseph Shifer Joins Pryor Cashman's Bankruptcy Practice
*********
220 FTL-LTPJ: Court Denies Bid to Use Cash Collateral
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Fort Lauderdale Division, denied 220 FTL-LTPJ LLC's expedited
motion for the use of cash collateral.
The court denied the motion without prejudice, meaning the Debtor
may refile or submit a revised request. The reasons for denial were
stated on the record.
About 220 FTL-LTPJ
220 FTL-LTPJ, LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-21022) on October 24,
2024. In the petition filed by Irene Marciano, as authorized
signatory, the Debtor reports estimated assets between $100,000 and
$500,000 and estimated liabilities between $1 million and $10
million.
Judge Peter D. Russin handles the case.
The Debtor is represented by:
Robert A. Stiberman, Esq.
Tel: 954-239-7464
Email: ras@stibermanlaw.com
2446 ENCINAL: Gets Final OK to Use Cash Collateral
--------------------------------------------------
2446 Encinal Development, LP received final approval from the U.S.
Bankruptcy Court for the Western District of Texas, San Antonio
Division, to use cash collateral.
The final order authorized 2446 Encinal Development to use cash
collateral to pay the expenses set forth in its budget, with a 10%
variance allowed.
2446 Encinal Development projects total operational expenses of
$123,977.99 for March; $33,125 for April; and $3,125 for May.
La Salle County, Texas, Cotulla ISD and Stockmens National Bank of
Cotulla may assert a security interest in the cash collateral,
including cash and receivables.
As protection, the secured creditors were granted a replacement
lien on all of 2446 Encinal Development's post-petition accounts,
receivables and proceeds thereof.
About 2446 Encinal Development
2446 Encinal Development, LP filed Chapter 11 petition (Bankr. W.D.
Texas Case No. 24-52689) on December 31, 2024, listing up to $10
million in both assets and liabilities.
Judge Craig A. Gargotta oversees the case.
William B. Kingman, Esq., at Law Offices of William B. Kingman,
represents the Debtor as legal counsel.
Stockmens National Bank of Cotulla, as creditor, is represented
by:
Elizabeth G. Smith, Esq.
Law Offices of Elizabeth G. Smith
6655 First Park Ten, Suite 240
San Antonio, Texas 78213
Tel: 210-731-9177
Fax: 210-731-9130
Email: beth@egsmithlaw.com
330 WESTMINSTER: Hires Resurgent Legal Services as Counsel
----------------------------------------------------------
330 Westminster St. MI LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Michigan to employ Resurgent
Legal Services, PLC to handle its chapter 11 case.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
The firm received from the Debtor a retainer of $5,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Robert J. McClellan, Esq., disclosed in a court filing that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached at:
Robert J. McClellan, Esq.
Resurgent Legal Services, PLC
3011 W. Grand Blvd., Suite 432
Detroit, MI 48202
Tel: (586) 755-0700
Email: bob@robertj.micclellan.com
About 330 Westminster St. MI LLC
330 Westminster St MI LLC, filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Mich. Case No. 25-41260) on Feb. 11, 2025, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by RESURGENT LEGAL SERVICES, PLC.
3RP RECYCLING: Files Emergency Bid to Use Cash Collateral
---------------------------------------------------------
3rp Recycling, LLC asked the U.S. Bankruptcy Court for the Eastern
District of Arkansas, Delta Division, for authority to use cash
collateral for the period from Jan. 31 to June 6.
The Debtor requires the use of cash collateral for the continued
operation of the business to pay staffing expenses, operating
expenses, maintenance expenses and administrative expenses, and
otherwise conduct the business affairs of the Debtor.
Enterprise Financial Solutions is the Debtor's secured creditor
claiming liens on the Debtor's personal property. It is unknown
whether the Secured Creditor has a lien on the Debtor's cash
collateral. Nonetheless, the Debtor can adequately protect the
interests of the Secured Lender by providing post-petition liens,
and cash flow payments.
The Debtor's ability to use this cash collateral will terminate
upon (i) the conversion of the Chapter 11 case to a Chapter 7; or
(ii) the confirmation of a plan of reorganization by an order that
becomes final and non-appealable unless use of the rents is
contemplated; or (iii) subsequent order of the Court.
A copy of the motion is available at https://urlcurt.com/u?l=y1ItaN
from PacerMonitor.com.
About 3RP Recycling LLC
3RP Recycling LLC, doing business as 3 Rivers Plastics, specializes
in recycling heavily soiled plastic film materials, including those
contaminated with fats, oils, grease, dirt, and other organic
substances. Its state-of-the-art facility uses advanced sorting,
cleaning, and processing techniques to efficiently handle and
recycle these materials into high-quality plastic pellets. The
Company provides sustainable solutions for managing
difficult-to-recycle plastic waste, ensuring efficient processing
and environmental responsibility.
3RP Recycling LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Ark. Case No. 25-10414) on February 3,
2025. In its petition, the Debtor reports estimated assets between
$500,000 and $1 million and estimated liabilities between $1
million and $10 million.
Honorable Bankruptcy Judge Phyllis M. Jones handles the case.
The Debtor is represented by Kevin P. Keech, Esq. at Keech Law
Firm, PA.
5630 CHESTNUT: Hires Long and Foster as Real Estate Broker
----------------------------------------------------------
5630 Chestnut OZB LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Pennsylvania to employ Long and Foster
Real Estate as real estate broker.
The firm will market and sell the Debtor's real property located at
5630 Chestnut Street, Philadelphia.
The firm will be paid a commission of 5 percent of the sales
price.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Janeen Connell
Long and Foster Real Estate
1109 W Baltimore Pike, Suite E
Media, PA 19063
Tel: (610) 892-8300
About 5630 Chestnut OZB LLC
5630 Chestnut OZB, LLC owns the property located at 5630 Chestnut
Street, Philadelphia, Pa., with a comparable sale value of $2
million.
5630 Chestnut OZB sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Pa. Case No. 25-10175) on January 15,
2025. In its petition, the Debtor reported total assets of $2
million and total liabilities of $53,486.
Honorable Bankruptcy Judge Patricia M. Mayer handles the case.
The Debtor is represented by John Everett Cook, Esq., at The Law
Offices of Everett Cook, PC.
74 04 ROOSEVELT: Seeks Chapter 11 Bankruptcy in New York
--------------------------------------------------------
On March 13, 2025, 74 04 Roosevelt Corp. filed Chapter 11
protection in the U.S. Bankruptcy Court for the Eastern District
of New York. According to court filing, the
Debtor reports $2,631,450 in debt owed to 1 and 49 creditors.
The petition states funds will not be available to unsecured
creditors.
About 74 04 Roosevelt Corp.
74 04 Roosevelt Corp. is the owner of a two-level multi-purpose
structure located at 74-04 Roosevelt Ave, Woodside, NY 11377, with
an estimated worth of $1.4 million.
74 04 Roosevelt Corp. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 25-41224) on March 13,
2025. In its petition, the Debtor reports total assets of
$1,403,000 and total liabilities of $2,631,450.
Honorable Bankruptcy Judge Jil Mazer-Marino handles the case.
The Debtor is represented by:
Charles Higgs, Esq.
THE LAW OFFICE OF CHARLES A. HIGGS
2 Depot Plaza First Floor, Office 4
Bedford Hills, NY 10507
Tel: (917) 673-3768
E-mail: charles@freshstartesq.com
7Q59 AMHERST: Case Summary & Five Unsecured Creditors
-----------------------------------------------------
Debtor: 7Q59 Amherst, LLC
41 Huntington Road
Hadley, MA 01035
Business Description: The Debtor owns two properties: a 12-unit
apartment building located at 1-23 Eastern
Avenue, Northampton, MA, and a single-family
rental home located at 11 South Whitney
Street, Amherst, MA.
Chapter 11 Petition Date: March 17, 2025
Court: United States Bankruptcy Court
District of Massachusetts
Case No.: 25-30150
Judge: Hon. Elizabeth D Katz
Debtor's Counsel: Louis S. Robin, Esq.
LAW OFFICES OF LOUIS S. ROBIN
1200 Converse Street
Longmeadow, MA 01106-1760
Tel: (413) 567-3131
Fax: (413) 565-3131
Email: louis.robin@prodigy.net
Total Assets: $2,542,000
Total Liabilities: $1,688,753
The petition was signed by Xian Dole as manager.
A complete version of the petition, which contains a list of the
Debtor's five unsecured creditors, can be accessed for free on
PacerMonitor at:
https://www.pacermonitor.com/view/DMB6UDQ/7Q59_Amherst_LLC__mabke-25-30150__0001.0.pdf?mcid=tGE4TAMA
867-871 KNICKERBOCKER: Court OKs Deal to Use Cash Collateral
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
approved a stipulation between 867-871 Knickerbocker, LLC and
Fannie Mae on the use of cash collateral.
The stipulation allows the company to use up to $5,000 from the
funds, which the court-appointed receiver turned over to the
company pursuant to the court's previous order.
867-871 Knickerbocker must use the funds only for emergency repairs
to its properties.
About 867-871 Knickerbocker LLC
867-871 Knickerbocker, LLC is the fee owner of a three-story
residential building located at 867 Knickerbocker Avenue, Brooklyn,
N.Y., and a three-story residential building located at 871
Knickerbocker Avenue, Brooklyn, N.Y. The current value of the
Debtor's interest in the properties is $4.63 million.
867-871 Knickerbocker filed Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 24-42979) on July 18, 2024, listing total assets of
$4,846,959 and total liabilities of $4,678,825. Zalmen Wagschal,
principal at 867-871 Knickerbocker, signed the petition.
Judge Nancy Hershey Lord oversees the case.
The Debtor is represented by:
Vivian Sobers, Esq.
Sobers Law, PLLC
11 Broadway Suite 615
New York, NY 10004
Tel: (917) 225-4501
Email: vsobers@soberslaw.com
8TH AVENUE: Moody's Affirms Caa1 CFR, Appends PDR Limited Default
-----------------------------------------------------------------
Moody's Ratings affirmed 8th Avenue Food & Provisions, Inc.'s ("8th
Ave") Probability of Default Rating at Caa2-PD and appended the PDR
with a limited default (LD) designation, changing the PDR to
Caa2-PD/LD, following the company's recent revolver extension.
Concurrently, Moody's affirmed 8th Ave's Caa1 Corporate Family
Rating, Caa1 ratings on the downsized $6.8 million senior secured
first lien revolving credit facility due in March 2025 and senior
secured first lien term loans due October 2025, and the Caa3 rating
on the existing senior secured second lien term loan due October
2026. Moody's assign a Caa1 rating to the $65 million extended
portion of the senior secured first lien revolving credit facility
that is due in June 2025. The outlook remains negative. Moody's
will remove the "/LD" designation from the PDR in approximately
three business days.
On February 25, 2025, 8th Ave downsized the $100 million revolver
commitment to $71.8 million. Additionally, $65 million of the
revolver was extended to June 30, 2025 while $6.8 million will
expire on March 31, 2025. Moody's views the transaction as a
distressed exchange default because of the company's high leverage
and weak liquidity that was insufficient to address the maturity
without the extension. The company had $30 million drawn on the
revolver at the end of the September 2024 fiscal year and Moody's
estimates revolver borrowings were in a similar range and far
exceeded the $6.9 million cash balance as of December 2024.
The negative outlook reflects the increased refinancing risk as the
2025 debt maturities, including $6.8 million revolver expiring in
March 2025, $65 million revolver expiring in June 2025 and the
first lien term loans maturing in October 2025, draw closer. The
outlook also reflects softer than expected operating performance in
the pasta and fruit and nut segments, which resulted in a modest
increase in debt/EBITDA leverage (on Moody's adjusted basis) to
7.9x as of December 2024 compared to 7.8x as of fiscal year ended
September 2023.
Moody's affirmed the Caa1 CFR because of the potential for asset
sales to fully or partially address the maturities and Moody's
expectations for an above average family recovery rate in the event
of a default. The company has valuable manufacturing operations in
large private label categories and good relationships with large
private label and co-manufacturing customers that supports
valuation. Moody's expects leverage to decline to approximately
7.0x by the fiscal year ended September 2025 through earnings
growth and some debt repayment. Earnings growth will be driven
primarily by cost savings initiatives. The company is implementing
various initiatives to reduce logistics, transportation, and
sourcing costs, and to improve manufacturing efficiency. Projected
cost savings, along with modest projected earnings growth in the
nut butter and granola segments are expected to offset the
projected earnings decline in the pasta segment over the next 18
months. The affirmation of the Caa2-PD/LD PDR similarly reflects
the potential recovery values, but is one notch below the Caa1 CFR
to reflect Moody's views that approaching debt maturities and high
leverage elevate the risk of a distressed exchange or other debt
restructuring.
8th Ave's weak liquidity position reflects the refinancing risk
related to 2025 debt maturities. Liquidity is otherwise supported
by $7 million of cash and $33.3 million of availability on the
$71.8 million revolving credit facility as of December 31, 2024.
Moody's projects free cash flow to be slightly negative to
break-even in fiscal 2025. However, Moody's do not consider the
availability on the revolver as a liquidity source past the
maturity dates. There is execution risk to deleveraging that is
largely dependent on earnings growth given limited projected free
cash flow. Earnings growth could be limited if the company is
unable to generate and retain in EBITDA the projected cost savings
or if the company faces pricing pressure. Free cash flow is also
projected to be low and dependent on strong execution of the cost
savings, and there could be reliance on the revolver to fund at
least a portion of required term loan amortization.
RATINGS RATIONALE
8th Ave's Caa1 CFR reflects the company's high financial leverage,
weak free cash flow, and refinancing risk related to 2025 debt
maturities. The rating also reflects 8th Ave's relatively small
scale within the US packaged foods sector. The company's categories
are also more commodity-oriented than other packaged food products,
which creates greater risk of price competition and limits margin
potential. These credit challenges are balanced against the
company's leadership position within narrowly defined private label
food categories including pasta, nut butters, and granola that have
relatively stable market demand. The capital structure includes
roughly $450 million of pay-in-kind preferred stock held by Harvest
Partners that receives priority distribution ahead of the common
stock that is primarily held by Thomas H. Lee Partners, L.P.
("THL") and Post Holdings, Inc. ("Post"). Moody's believes THL and
Post remain supportive of 8th Ave's operating strategies, but the
sizable preferred stock creates some risk around potential
shareholder financial support. The high leverage and low free cash
flow create potential for a distressed exchange to address the
revolver and term loan maturities in March and October 2025,
respectively. The CFR also reflects the potential that a sale of
all or part of the assets could be sufficient to fund repayment of
the debt, and the potential for an above average family recovery
rate in the event of a default. These views reflect the company's
valuable manufacturing operations in large private label categories
and good relationships with large private label and
co-manufacturing customers.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A rating downgrade could occur if operating performance does not
improve or free cash flow remains weak. A deterioration in
liquidity including failure to address the maturities through
actions such as asset sales or refinancing at a manageable interest
cost, or a decline in estimated recovery values could also lead to
a downgrade.
A rating upgrade could occur if 8th Ave is able to improve
operating performance, including higher earnings and consistently
positive free cash flow, and maintain adequate liquidity. The
company would need to also successfully address the 2025 maturities
at an interest cost that allows for positive free cash flow, and
decrease and sustain its debt/EBITDA leverage below 7.0x.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.
COMPANY PROFILE
Based in St. Louis, Missouri, 8th Avenue Food & Provisions, Inc. is
a leading manufacturer and distributor of private brand food
products including peanut and other nut butters, pasta, dried fruit
and nut products and granola. The company sells to retail,
foodservice, and food ingredient customers. 8th Ave was formed in
2018 through a strategic carve-out of subsidiary companies
previously owned by Post Holdings, Inc. Sales for the 12 months
ended December 31, 2024 were $1.1 billion. As part of the
separation from Post, the private equity firm THL purchased a 39.5%
equity share, while Post retained 60.5% of the common equity, which
it accounts for using the equity method. Since the separation, Post
and THL's common equity ownership have declined to approximately
53% and 27%, respectively, and Harvest Partners owns the sizable
amount of 11% PIK preferred stock that has priority distributions
to the common stock as well as some control rights. Based on the
terms of 8th Ave's governing documents, Post management determined
that the company does not have a controlling voting interest in 8th
Ave due to substantive participating rights held by third parties
associated with the governance of 8th Ave.
ABP AVENTURA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: ABP Aventura, Inc.
8751 NW 99 Street
Miami, FL 33178
Business Description: Founded in 1984, ABP Aventura, Inc.,
operating under the name Relax The Back,
specializes in ergonomic products aimed at
alleviating neck and back pain. The Company
offers items like ergonomic office
furniture, Tempur-Pedic mattresses, fitness
tools, and massage products. With over 70
stores in North America and its website
RelaxTheBack.com, the Company combines
personalized service with a holistic
wellness approach.
Chapter 11 Petition Date: March 18, 2025
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 25-12901
Judge: Hon. Laurel M Isicoff
Debtor's Counsel: David R. Softness, Esq.
DAVID R. SOFTNESS, PA
201 South Biscayne Boulevard
Suite 2740
Miami, FL 33131
Tel: 305-341-3111
E-mail: david@softnesslaw.com
Total Assets: $3,358,190
Total Liabilities: $1,704,840
The petition was signed by Ernest Jordan as president.
A full-text copy of the petition, which includes a list of the
Debtor's 20 largest unsecured creditors, is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/JHIQD3A/ABP_Aventura_Inc__flsbke-25-12901__0001.0.pdf?mcid=tGE4TAMA
ADVENT TECHNOLOGIES: Secures EUR34.5M EU Grant for RHyno Project
----------------------------------------------------------------
Advent Technologies Holdings, Inc. announced that the European
Climate, Infrastructure and Environment Executive Agency and
Advent's wholly owned Greek subsidiary, Advanced Energy
Technologies S.A., have each signed the grant agreement for the
Company's monumental RHyno Project.
This EU Innovation Fund grant will provide Advent with
EUR34,534,318 in non-dilutive funding over the lifetime of the
project, with funding to be received incrementally contingent upon
completion of certain performance milestones.
Dr. Nora Gourdoupi, Senior Vice President, Corporate Business
Development and leader of the RHyno project commented "I am very
proud of our team, and especially Dr. Olga Bereketidou, who
demonstrated strong commitment in getting this project over the
finish line. We met all the technical challenges head on and laid
out a realistic and manageable road map for the completion of this
project. The RHyno project is a big win for everyone at Advent, and
it will certainly be a big win for Kozani, the Region of Western
Macedonia, and the country of Greece."
Jim Coffey, Advent's Chief Operating Officer added "The RHyno
project will be transformative. It is the result of many years of
hard work and dedication put in by our teams in Patras, Kozani, and
Athens, Greece. The project positions the Company extremely well
for the development of strong industrial partnerships,
collaborations with top academic institutions, and validates our
recent outreach efforts to municipal and government leaders in
Kozani and Athens."
Gary Herman, Chief Executive Officer stated, "Everyone on the team
worked very hard for this achievement. Advent had the highest
ranking amongst all the 337 proposals submitted in the Innovation
Fund 2023 Call from across Europe. We thank our Advent colleagues,
and especially our advisor on this project, PwC Greece (PwC) and
its responsible engagement leader, Mr. Iannis Voutsinos. We would
also like to thank the collaborative efforts of Mr. Ioannis
Kaltsas, Head of Division at the European Investment Bank, and Mr.
Georgios Amanatides, the Regional Governor of Western Macedonia who
were instrumental and contributed to our success.
About RHyno Project
The Advent Renewable Hydrogen Innovative Technologies (RHyno)
project involves the establishment of infrastructure for developing
innovative fuel cells, electrolysers, and their key components
including Advent ground-breaking Membrane Electrode Assembly
technology at a megawatt (MW) scale. RHyno aims to pioneer the use
of innovative materials to enhance power density and lifespan while
significantly reducing the weight and volume of power systems
through a streamlined balance of plant.
The state-of-the-art facility is designed to optimize production
processes, boost efficiency, and industrialize fuel cell and
electrolyser technologies. These advancements are essential for
decarbonizing carbon intense industries, such as the aviation,
maritime and heavy-duty automotive sectors, with further potential
for spillover to other sectors, positioning Advent at the forefront
of the clean energy transition.
About the EU Innovation Fund
The EU Innovation Fund is one of the world's largest funding
programmes for the commercial demonstration of innovative
low-carbon technologies, aiming to bring to market industrial
solutions to decarbonize Europe and support its transition to
climate neutrality. Among the wide range of financial instruments
available on the EU level, it plays a unique role due to its size
and focus on the last steps in the rollout of innovative clean
tech.
About Advent Technologies
Headquartered in Livermore, Calif., Advent Technologies Holdings,
Inc. is an advanced materials and technology development company
operating in the fuel cell and hydrogen technology space. Advent
develops, manufactures and assembles the critical components that
determine the performance of hydrogen fuel cells and other energy
systems. To date, Advent's principal operations have been to
develop and manufacture Membrane Electrode Assembly (MEA), and fuel
cell stacks and complete fuel cell systems for a range of customers
in the stationary power, portable power, automotive, aviation,
energy storage and sensor markets.
Athens, Greece-based Ernst & Young (Hellas) Certified Auditors
Accountants S.A., the Company's auditor since 2020, issued a "going
concern" qualification in its report dated Aug. 13, 2024, citing
that the Company has suffered recurring operating losses, has a
negative working capital position and has stated that substantial
doubt exists about the Company's ability to continue as a going
concern.
As of March 31, 2024, Advent Technologies Holdings had $32.15
million in total assets, $26.07 million in total liabilities, and
$6.08 million in total stockholders' equity.
ADVENTURE COAST: Seeks to Sell Vehicles & Equipment
---------------------------------------------------
Adventure Coast, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Georgia, Atlanta Division, to sell
certain vehicles and equipment, free and clear of liens, interests,
and encumbrances.
Debtor is a film and television production design and trailer
manufacturing and rental company serving clients across the United
States, with a focused presence in the southeastern region of the
country.
The Debtor owns a small fleet of trailers and vehicles, and other
equipment, inventory, and supplies.
The Debtor seeks authority to sell certain vehicles and equipment
in the amount of the loan payoff, and the minimum proposed sale
price for each piece of the equipment.
The Debtor asserts that by selling the Vehicles & Equipment, the
Debtor's estate will benefit from savings related to ongoing
payments and interest related to the Vehicles & Equipment and from
significantly reduced insurance premiums.
The Debtor submits that the Minimum Sale Price of each of the
Vehicles & Equipment reflects at least 80% of its fair market value
based on preliminary market research done by the Debtor's
representative.
The Debtor proposes to pay lesser of the Minimum Sale Price or the
amount reflected in the "Loan Payoff" directly to the applicable
secured lender without further order of the Court, or in the case
of any disputed secured debt, to hold the proceeds in escrow
pending further order of the Court. Any excess proceeds above the
Loan Payoff amount would be retained by the Debtor in its
debtor-in-possession account.
The Debtor also believes that the security interests claims of John
Jensen and Northwest Georgia Factoring Group are either unperfected
or such perfection is avoidable and should be treated as unsecured.
About Adventure Coast, LLC
Adventure Coast, LLC is an equipment rental service provider
specializing in trailers, restrooms, showers, generators, and other
production essentials for the film, broadcast, live events, private
events, and sports industries. With locations across major cities
like Atlanta, Nashville, and Orlando, the Company provides
nationwide service for everything from large-scale productions to
intimate events. Its extensive inventory includes talent trailers,
RVs, office trailers, shower trailers and heavy equipment.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N. D. Ga. Case No. 25-50682) on January 22,
2025. In the petition signed by Marcus Cooley, CEO, the Debtor
disclosed up to $10 million in both assets and liabilities.
Benjamin Keck, Esq., at Keck Legal, LLC, represents the Debtor as
legal counsel.
AIR INDUSTRIES: Secures $3.3M Contracts for US Navy E-2D Aircraft
-----------------------------------------------------------------
Air Industries Group has received two contracts worth approximately
$3.3 million for landing and arresting gear components for the US
Navy E-2D Advanced Hawkeye aircraft. These orders support both the
Production of new aircraft and Maintenance, Repair, and Overhaul
(MRO) of aircraft in the fleet. Renowned for its superior
technology and global performance the E-2D Advanced Hawkeye was
ranked by the US Navy as one its top five acquisition programs in
2023 and again in 2024.
Lou Melluzzo, Chief Executive Officer of Air Industries Group
commented: "The E-2D is the premier Airborne Command and Control
surveillance platform in the world and has been a very stable and
growing platform for Air Industries Group for many years. We are
the sole supplier of landing gear components for the aircraft.
These two orders underscore the critical role that Air Industries
plays supporting the US Navy and the war fighter on this platform.
"With over 70 aircraft operating worldwide, there is a large demand
for after-market product. One of these two contracts supports
Production of new aircraft and the other supports after-market MRO
sustainment of aircraft. This aircraft is expected to remain in
service into at least the 2040's, the E-2D will be flying for many
years to come."
About Air Industries
Headquartered in Bay Shore, New York, Air Industries Group (NYSE
American: AIRI) is a manufacturer of precision components and
assemblies for large aerospace and defense prime contractors. Its
products include landing gears, flight controls, engine mounts, and
components for aircraft jet engines, ground turbines, and other
complex machines.
Saddle Brook, New Jersey-based Marcum LLP, the Company's auditor
since 2008, issued a "going concern" qualification in its report
dated April 15, 2024. The report noted that for the period ending
March 31, 2024, the Company was not in compliance with the
financial covenants required under the terms of its current credit
facility. It is reasonably possible that the Company will not
receive a waiver and may fail to meet these financial covenants in
future periods. The Company is required to maintain a collection
account with its lender into which substantially all of the
Company's cash receipts are remitted. If the Company's lender were
to cease lending and keep the funds remitted to the collection
account, the Company would lack the funds to continue its
operations. Failure to receive a waiver or meet the financial
covenants in future periods raises substantial doubt about the
Company's ability to continue as a going concern.
As of September 30, 2024, Air Industries Group had $50.4 million in
total assets, $35.7 million in total liabilities, and $14.7 million
in total stockholders' equity.
AIR INDUSTRIES: Wins Supplier Excellence Award From Northrop
------------------------------------------------------------
Northrop Grumman Corporation has recognized Air Industries Group as
one of its top supplier partners, during the company's Supplier
Excellence Awards.
"Air Industries Group has supported Northrop Grumman in delivering
technologies that enhance national security for the U.S. and our
allies," said Ken Brown, vice president, enterprise global supply
chain, Northrop Grumman. "The high-quality performance, dedication
and partnership of our supplier teams drive operational excellence
to ensure warfighters have next generation advantages in advanced
weapons, aircraft, missile defense and space."
Recognized for Strategic Excellence, Air Industries Group is
instrumental in supporting Northrop Grumman with delivering
innovative and cost-effective military and security solutions to
give its customers the advantage in a complex world.
Lou Melluzzo, Chief Executive Officer of Air Industries Group
commented: "We are very honored to receive the Supplier Excellence
Award. Air Industries Group's relationship with Northrop Grumman
began decades ago as a supplier to a predecessor, the Grumman
Aerospace Corporation which was located just a few miles from our
Bay Shore facility. Today, we support the Northrop Grumman E2-D
Advanced Hawkeye aircraft directly, and F-35 Lightening II
indirectly with landing gear components.
"This Award recognizes the dedication of our talented, hard-working
employees in their mission to support the Military forces of the
United States."
About Air Industries
Headquartered in Bay Shore, New York, Air Industries Group (NYSE
American: AIRI) is a manufacturer of precision components and
assemblies for large aerospace and defense prime contractors. Its
products include landing gears, flight controls, engine mounts, and
components for aircraft jet engines, ground turbines, and other
complex machines.
Saddle Brook, New Jersey-based Marcum LLP, the Company's auditor
since 2008, issued a "going concern" qualification in its report
dated April 15, 2024. The report noted that for the period ending
March 31, 2024, the Company was not in compliance with the
financial covenants required under the terms of its current credit
facility. It is reasonably possible that the Company will not
receive a waiver and may fail to meet these financial covenants in
future periods. The Company is required to maintain a collection
account with its lender into which substantially all of the
Company's cash receipts are remitted. If the Company's lender were
to cease lending and keep the funds remitted to the collection
account, the Company would lack the funds to continue its
operations. Failure to receive a waiver or meet the financial
covenants in future periods raises substantial doubt about the
Company's ability to continue as a going concern.
As of September 30, 2024, Air Industries Group had $50.4 million in
total assets, $35.7 million in total liabilities, and $14.7 million
in total stockholders' equity.
AIRNET TECH: CEO, Directors Resign; Replacements Named
------------------------------------------------------
AirNet Technology Inc. disclosed in a Form 6-K Report filed with
the U.S. Securities and Exchange Commission that effective March 4,
2025:
(a) Yuan Feng resigned from his positions as Co-Chief
Executive Officer and a director, due to personal reasons.
(b) Yanxiao Zhu resigned from his positions as an independent
director of the Company, a member of each of the Committees and the
chairperson of the compliance committee of the Company, due to
personal reasons.
(c) Shirong Tong resigned from his positions as an independent
director of the Company, a member of each of the Committees and the
chairperson of the compensation committee of the Company, due to
personal reasons.
On the same date, the Board appointed:
(a) Baozhen Guo as a director of the Company, to fill the
vacancies created by the resignation of Yuan Feng.
Baozhen Guo has served as a director of the board of DMG Real
Estate Development Group Ltd. since October 2014. From July 2011 to
October 2014, Ms. Guo served as a director of the board of BSCD
Real Estate Developers Ltd. Ms. Guo served as the chairwoman of the
board of Jiangsu Dongchuang Concrete Co., Ltd. from August 2005 to
June 2011. Ms. Guo holds a Master's degree in June 2015 from
European university cyprus.
(b) appointed Hao Huang as an independent director of the
Company, a member of each of the Committees and the chairperson of
the compliance committee, to fill the vacancies created by the
resignation of Yanxiao Zhu.
Hao Huang has served as a Project Manager at Black Little Victoria
Investment Ltd in Cyprus since September 2015, where he is
responsible for project planning, initiation, and team management.
Previously, he was a Director at Beijing Golden Sunshine Consulting
Co., Ltd from October 2012 to September 2015. He holds a Master's
degree from Northumbria University and a Bachelor's degree from
Wuhan University of Science and Technology.
(c) Chunhua Tian as an independent director of the Company, a
member of each of the Committees and the chairperson of the
compensation committee, to fill the vacancies created by the
resignation of Shirong Tong.
Chunhua Tian has served as the General Manager of Daimuji
Immigration Consulting (Chongqing) Co., Ltd. since November 2018.
Previously, he was the Deputy General Manager of Chongqing Licheng
Construction Machinery Equipment Leasing Co., Ltd. and Chongqing
Jinjiazi Mechanical and Electrical Equipment Co., Ltd. from March
2014 to October 2018. Earlier in his career, he was the Founder and
General Manager of Lianyungang Dongchuang Concrete Co., Ltd. from
May 2006 to November 2012. He holds a bachelor's degree in Business
Administration from Zhengzhou University of Aeronautics and
Astronautics.
Baozhen Guo, Hao Huang and Chunhua Tian have entered into certain
director offer letters with the Company, which establishes certain
terms and conditions governing their services to the Company. The
form of the director offer letter is qualified in its entirety by
reference to the complete text of the director offer letter.
Baozhen Guo, Hao Huang and Chunhua Tian do not have a family
relationship with any director or executive officer of the Company
and has not been involved in any transaction with the Company
during the past two years that would require disclosure under Item
404(a) of Regulation S-K.
About AirNet Technology
AirNet Technology Inc. was incorporated in the Cayman Islands on
April 12, 2007. AirNet, its subsidiaries, through its variable
interest entities and the VIEs' subsidiaries, operate its
out-of-home advertising network, primarily air travel advertising
network, in the People's Republic of China. The Company also
conducts cryptocurrencies mining business operations by its Hong
Kong subsidiary, Blockchain Dynamics Limited.
As of December 31, 2023, the Company had $115.1 million in total
assets, $101.8 million in total liabilities, and $13.4 million in
total equity.
Singapore-based Audit Alliance LLP, the Company's auditor since
2021, issued a "going concern" qualification in its report dated
April 26, 2024, citing that the Company has a history of operating
losses and negative operating cash flows and has negative working
capital of approximately $56 million as of December 31, 2023. These
conditions indicate that a material uncertainty exists that raise
substantial doubt on the Company's ability to continue as a going
concern, the auditor said.
ALC ENGINEERED: Seeks Chapter 11 Bankruptcy in Missouri
-------------------------------------------------------
On March 14, 2025, ALC Engineered Solutions LLC filed Chapter 11
protection in the U.S. Bankruptcy Court for the Western District
of Missouri. According to court filing, the
Debtor reports between $1 million and $10 million in debt owed
to 1 and 49 creditors. The petition states funds will be available
to unsecured creditors.
About ALC Engineered Solutions LLC
ALC Engineered Solutions LLC founded in 1983, ALC Engineered
Solutions LLC (doing business as Kluhsman Machine) is a custom
machining company based in Lockwood, Missouri, specializing in
precise manufacturing across a variety of sectors. The Company
offers CNC machining for materials such as aluminum, steel,
plastics, and tool steel, along with custom design services using
CAD/CAM 3D modeling. Additionally, Kluhsman Machine provides
anodizing and plating options, including hard chrome and zinc
finishes. Serving industries like aerospace, automotive, energy,
and food processing, the Company is ISO 9001 certified and HUBZone
certified, focusing on delivering high-quality, customized
solutions for its clients.
ALC Engineered Solutions LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Miss. Case No.25-60147) on March
14, 2025. In its petition, the Debtor reports estimated assets up
to $50,000 and estimated liabilities between $1 million and $10
million.
Honorable Bankruptcy Judge Brian T. Fenimore handles the case.
The Debtor is represented by:
Ryan A. Blay, Esq.
WM LAW, PC
15095 West 116th Street
Olathe, KS 66062
Tel: (913) 422-0909
Fax: (913) 428-8549
Email: blay@wagonergroup.com
ALPINE HOSPITALITY: Amends Motion on the Sale of Ramada Hotel
-------------------------------------------------------------
Alpine Hospitality Inc. files an amendment of its motion to sell
Ramada Hotel, indicating that the scheduling conference on February
2025 was vacated, and the Debtor filed several Status Reports with
the court.
The Debtor enters into a Buy and Sell Real Estate Commercial
Contract with the Colorado Hospitality Services, Inc. (CHS) to
purchase the property in the price of $7,500,000.
The closing will occur within 2 days after a final non-appealable
order approving the sale. The principal terms of the Contract are:
1. The buyer is to pay the purchase price of $7,500,000 as follows:
$500,000 in nonrefundable earnest money except as provided in the
Contract, a credit bid in the amount owed to CHS at the closing
date, and the balance to be paid in cash at closing. If the closing
is held on April 8, 2025, the anticipated amount to be paid by CHS
will be $5,688,291 plus additional interest of $41,314.68, totaling
$5,729,605.68. In connection with this transaction, CHS shall
withdraw all proofs of claim filed in this Bankruptcy case upon
closing of the Property. Further, upon closing of the Property, CHS
and the Debtor shall waive any and all claims against one another,
including any claims against the Debtor’s guarantor, Wanda
Bertoia,
arising through the date of the Contract.
2. The Debtor shall transfer the Property to the Buyer pursuant to
the Contract.
3. The Contract is scheduled to close on or about April 8, 2025,
and must close before May 30, 2025.
4. The Contract allocates the Sale Price as follows: $7,400,000 for
real property, $100,000 for personal property.
The Debtor proposes that the sale of the Property be free and clear
of liens, claims, and encumbrances.
The payments to be made at closing include:
a. All real property taxes and other taxes secured by the Property
estimated at $574,493.75 calculated as of April 30, 2025;
b. Broker fees at 3.25% of the gross sale price, or $243,750;
c. The SBA will be paid the value of the personal property which
serves as collateral for its claim in the amount of $100,000;
d. Closing costs, title insurance, etc. estimated at, but not
limited to, $20,000;
e. CHS will pay the Sale Price through a credit bid in the amount
of $5,688,291, which credit bid will increase after March 21, 2025
at $2,295.26 per day.
The remaining funds after the Closing Payments will be held in
escrow and subject to disbursement after the Debtor files a
post-sale motion or amended plan to disburse the proceeds.
After disbursement of the Closing Payments, Debtor anticipates
approximately $862,150 will remain to pay priority claimants,
general unsecured creditors, and any other estate cost.
The Debtor will file a subsequent motion to disburse after the
Property sale once it knows the exact amount of the remaining
funds.
About Alpine Hospitality Inc.
Alpine Hospitality, Inc. is a Colorado corporation and operates the
Ramada by Wyndham Denver International Airport located at 6210 N.
Tower Road, Denver, Colorado 80246.
The Debtor filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. D. Colo. Case No. 24-14064) on July
19, 2024, listing $1 million to $10 million in both assets and
liabilities. The petition was signed by Wanda Bertoia as
president.
Judge Joseph G. Rosania Jr. presides over the case.
The Debtor tapped Jeffrey S. Brinen, Esq., at Kutner Brinen Dickey
Riley, PC as counsel and Ryu Inc. as accountant.
AMERICAN CANNABIS: President Ellis Smith Resigns
------------------------------------------------
American Cannabis Company, Inc. disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that Ellis
Smith resigned as a director and as president, secretary and
treasurer of the Company and all subsidiaries on February 27, 2025.
About American Cannabis
American Cannabis Company, Inc. is based in Colorado Springs,
Colorado, and operates alongside its subsidiary as a publicly
listed company on the OTC Markets OTCQB Trading Tier under the
symbol "AMMJ." The company utilizes a fully integrated business
model that offers end-to-end solutions for businesses in the
regulated cannabis industry, serving states and countries where
cannabis is regulated, decriminalized for medical use, or legalized
for recreational use.
Houston, Texas-based Hudgens CPA, the company's auditor since 2022,
issued a "going concern" qualification in its report dated May 8,
2024. This report, attached to American Cannabis' Form 10-K filed
with the U.S. Securities and Exchange Commission for the fiscal
year ended December 31, 2023, noted that the company has a working
capital deficit, has incurred net losses since its inception, and
is expected to continue experiencing further losses. The auditor
highlighted that the company requires additional funds to meet its
obligations and operational costs, which raises substantial doubt
about its ability to continue as a going concern.
American Cannabis Company reported a net loss of $3,660,416 for the
year ended December 31, 2023, as compared to $633,192 for the year
ended December 31, 2022. As of March 31, 2024, American Cannabis
Company had $2,628,487 in total assets, $2,759,498 in total
liabilities, and $131,001 in total stockholders' deficit.
AQUABOUNTY TECHNOLOGIES: Sells Unit to Kelly Cove for C$1.59M
-------------------------------------------------------------
AquaBounty Technologies, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that the Company
and Kelly Cove Salmon Ltd., a New Brunswick corporation, entered
into a Share Purchase Agreement, pursuant to which KCS will acquire
all of the issued outstanding shares in the capital of Aqua Bounty
Canada, Inc., a Newfoundland and Labrador corporation, for a
purchase price of C$3,022,559, less the aggregate amount of all
liabilities of the Subsidiary under an outstanding loan with KCS
calculated as of the closing date, plus the aggregate amount of
accrued and unpaid license fees due to the Subsidiary calculated as
of the closing date. Net of these adjustments, the closing purchase
price is C$1,585,205.
The SPA contains customary representations, warranties, covenants
and indemnification provisions. The SPA also includes a transfer to
KCS of all of AQB's Corporate registered intellectual property. AQB
will have a royalty free license to use the transferred trademarks
for ongoing needs. The SPA also includes the assumption of
C$4,643,109 in outstanding loans of the Subsidiary by KCS. AQB
retained Berenson & Company to act as its broker in connection with
the SPA, Berenson's fees will be paid by AQB from the transaction
proceeds. The transaction closed on March 3, 2025, subject to
various closing conditions.
A full-text copy of the Share Purchase Agreement, dated as of
February 27, 2025, by and among AquaBounty Technologies, Inc. and
Kelly Cove Salmon, Ltd. is available at:
https://tinyurl.com/5t2hvbb7
About AquaBounty
AquaBounty Technologies, Inc. -- www.aquabounty.com -- specializes
in land-based aquaculture, focusing on the farming of Atlantic
salmon using advanced breeding, genetics, and sustainable farming
practices. The company utilizes recirculating aquaculture systems
(RAS) to prevent disease, protect wild fish populations, and
minimize environmental impact. AquaBounty aims to address food
insecurity and climate change by producing antibiotic-free,
nutritious salmon close to key consumption markets.
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.
As of September 30, 2024, AquaBounty Technologies had $117,785,364
in total assets, $17,713,714 in total liabilities, and $100,071,650
in total stockholders' equity.
ASPIRA WOMEN'S: Sells $1.37M Convertible Notes in Private Placement
-------------------------------------------------------------------
Aspira Women's Health Inc. has entered into a securities purchase
agreement pursuant to which the Company has sold and issued an
aggregate principal amount of $1.37 million in the form of Senior
Secured Convertible Promissory Notes due March 6, 2030 in a private
placement with existing and new accredited investors.
The Convertible Notes will be a senior, secured obligation of the
Company and interest will accrue and be payable quarterly in kind
at the applicable federal rate (currently 3.34%). The Convertible
Notes will mature on March 6, 2030, unless earlier converted in
accordance with the terms of the Convertible Notes.
The Convertible Notes will be convertible into units consisting of
one share of common stock and 2.25 warrants at the option of the
holder at any time prior to the Maturity Date. The initial
conversion price is $0.25 per unit. The warrants are exercisable
into common stock for five years after issuance at $0.50 per share.
The investor may elect to exercise the warrants from the 6 month
anniversary of the date of issuance until the first 24 months after
issuance, at $0.25 per share. The warrants shall not be publicly
tradeable. In addition, the Company shall have the option to
convert the Convertible Notes into units at the Conversion Price if
the sum of the gross proceeds from the sale of the Convertible
Notes and the gross proceeds from the sale of any shares of common
stock and warrants by the Company subsequent to the Private
Placement equals or exceeds $4 million.
Net proceeds from the offering will be used to support Aspira's
ongoing commercial activities as well as general corporate purposes
and working capital.
In addition, the Company granted the purchasers of the Convertible
Notes certain customary registration rights with respect to the
shares of common stock and shares of common stock underlying the
warrants issuable upon conversion of the Convertible Notes.
"We are very pleased to announce this important capital infusion,"
said Mike Buhle, Chief Executive Officer at Aspira. "We greatly
appreciate this strong demonstration of support and confidence
shown by these investors. These shareholders are well apprised of
the current growth opportunities and near-term catalysts for
Aspira, and their continued financial support has been key to our
ability to successfully pursue our business objectives for 2025 and
beyond."
The securities offered and sold by the Company in the Private
Placement have not been registered under the Securities Act of
1933, as amended, or state securities laws and may not be offered
or sold in the United States absent registration with the
Securities and Exchange Commission or an applicable exemption from
such registration requirements.
About Aspira Women's Health
Formerly known as Vermillion, Inc., Aspira Women's Health Inc. --
http://www.aspirawh.com-- is dedicated to the discovery,
development, and commercialization of noninvasive, AI-powered tests
to aid in the diagnosis of gynecologic diseases. OvaWatch and
Ova1Plus are offered to clinicians as OvaSuiteSM. Together, they
provide a comprehensive portfolio of blood tests to aid in the
detection of ovarian cancer for the 1.2+ million American women
diagnosed with an adnexal mass each year. OvaWatch provides a
negative predictive value of 99% and is used to assess ovarian
cancer risk for women where initial clinical assessment indicates
the mass is indeterminate or benign, and thus surgery may be
premature or unnecessary. Ova1Plus is a reflex process of two
FDA-cleared tests, Ova1 and Overa, to assess the risk of ovarian
malignancy in women planned for surgery.
Boston, Massachusetts-based BDO USA, P.C., the Company's auditor
since 2012, issued a "going concern" qualification in its report
dated March 29, 2024, citing that the Company has suffered
recurring losses from operations and expects to continue to incur
substantial losses in the future, which raises substantial doubt
about its ability to continue as a going concern.
Aspira Women's Health reported a net loss of $16.69 million for the
year ended Dec. 31, 2023, compared to a net loss of $29.88 million
for the year ended Dec. 31, 2022. As of June 30, 2024, Aspira
Women's Health had $3.96 million in total assets, $7.67 million in
total liabilities, and $3.7 million in total stockholders' deficit.
ATI PHYSICAL: Closes $26 Million 8% PIK Convertible Note Financing
------------------------------------------------------------------
ATI Physical Therapy, Inc. announced that it closed a $26 million
8% second lien PIK convertible note financing.
"This new financing is a critical step in fortifying our financial
foundation and positioning us to execute on our strategic vision,"
said Sharon Vitti, Chief Executive Officer.
As previously disclosed, on April 17, 2023, the Company entered
into a Note Purchase Agreement, by and among the Company, Wilco
Holdco, Inc., Wilco Intermediate Holdings, Inc., ATI Holdings
Acquisition, Inc., the purchasers from time to time party thereto
and Wilmington Savings Fund Society, FSB, as purchaser
representative (as amended by that certain First Amendment to the
Note Purchase Agreement, dated as of June 15, 2023, Second
Amendment, dated as of October 2, 2024, and Third Amendment, dated
as of December 12, 2024), pursuant to which the Company previously
issued to certain Purchasers:
(a) second lien PIK convertible notes in an aggregate
principal amount of $128,243,302.02 and
(b) second lien delayed draw PIK notes in an aggregate
principal amount of $10,500,000.00.
On March 3, 2025, the Company, Wilco, Holdings, Opco, the
subsidiary guarantors party thereto, the Purchasers party thereto
and the Purchaser Representative, entered into the Fourth Amendment
to the Note Purchase Agreement, pursuant to which the Company
issued to the Fourth Amendment Purchasers new second lien PIK
convertible notes in aggregate principal amount of $26 million.
The Fourth Amendment Notes were funded on the Closing Date. The
Fourth Amendment Notes will mature on August 24, 2028, and will
bear interest at a rate of 8% per annum, payable quarterly in-kind
in the form of additional Fourth Amendment Notes by capitalizing
the amount of such interest on the outstanding principal balance of
the Fourth Amendment Notes in arrears on each interest payment
date. The Fourth Amendment Notes may be converted, in whole or in
part (if the portion to be converted is $1,000 principal amount or
an integral multiple thereof), at the option of the holder, into
shares of the Company's Class A common stock, par value $0.0001 per
share, based on an initial conversion price of $1.35 per share
(convertible for up to 19,259,259 shares of Common Stock), subject
to adjustment as described in the Note Purchase Agreement.
Following the issuance of the Fourth Amendment Notes, pursuant to
the terms of the Note Purchase Agreement, the conversion price of
the Convertible Notes was automatically adjusted to $1.35 per share
(convertible for up to 106,534,817 shares of Common Stock based on
the aggregate principal amount of Convertible Notes outstanding as
of December 31, 2024).
As of the Closing Date, certain funds managed by and affiliated
with Knighthead Capital Management, LLC, certain funds managed by
and affiliated with Marathon Asset Management, L.P., certain funds
managed by and affiliated with Advent International, L.P., certain
funds managed by and affiliated with Caspian Capital LP, and
certain funds managed by and affiliated with Onex Corporation
collectively hold, on an as converted basis and not including
outstanding warrants, 128,372,300 shares of Common Stock,
representing approximately 98.6% of the issued and outstanding
shares of Common Stock. The Significant Stockholders (other than
Advent) also collectively hold 100% in voting power of the
Company's outstanding Series B preferred stock. Such holdings, if
aggregated by the Significant Stockholders, may enable such
stockholders to consummate a "short-form merger" pursuant to
Sections 253 or 267 of the Delaware General Corporation Law without
any action by the Company's board of directors or by the Company's
other stockholders.
While the Significant Stockholders have not determined that they
will (and there is no agreement or understanding among them to)
consummate a short-form merger, the Significant Stockholders (other
than Advent) have each agreed, for a period of 12 months following
the Closing Date, not to consent to, participate in or consummate
any short-form merger of the Company or any of its affiliates
pursuant to Sections 253 or 267 of the DGCL unless such short-form
merger is at a price per share of Common Stock no lower than $2.85
per share, except as may otherwise be approved by the ATI Board
from time to time.
Finally, as previously disclosed, assuming the shares of Common
Stock continue to be held by 300 or less holders of record, the
Company intends, promptly after the date hereof, to deregister and
suspend, as applicable, the shares of Common Stock from the
reporting requirements of Section 12(g) and Section 15(d) of the
Securities Exchange Act of 1934, as amended.
About ATI Physical Therapy
Headquartered in Bolingbrook, Ill., ATI Physical Therapy, Inc.,
together with its subsidiaries, is a nationally recognized
healthcare company specializing in outpatient rehabilitation and
adjacent healthcare services. The Company provides outpatient
physical therapy services under the name ATI Physical Therapy and,
as of Dec. 31, 2023, had 896 clinics located in 24 states (as well
as 18 clinics under management service agreements).
Chicago, Ill.-based Deloitte and Touche LLP, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated Feb. 27, 2024, citing that the Company has experienced
recurring losses from operations and negative cash flows from
operations and requires operational improvement in order to meet
its obligations as they become due over the next 12 months and
maintain compliance with debt covenants, which raises substantial
doubt about its ability to continue as a going concern.
As of September 30, 2024, ATI Physical Therapy had $967.3 million
in total assets, $889.6 million in total liabilities, $238.9
million in mezzanine equity, and $161.1 million in total
stockholders' deficit.
AVENIR WELLNESS: CFO Joel Bennett Named Interim CEO
---------------------------------------------------
Avenir Wellness Solutions, Inc. disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that the
Chief Executive Officer, Nancy Duitch, voluntarily resigned from
her position as Chief Executive Officer effective March 1, 2025.
Ms. Duitch will remain a member of the Board of Directors of the
Company and will continue her employment with the Company focusing
on strategic partnerships. In connection with Ms. Duitch's change
in employment, Ms. Duitch voluntarily agreed to forfeit her
remaining salary for the remainder of 2025.
The Board appointed Joel Bennett, the Chief Financial Officer of
the Company, as the temporary Chief Executive Officer effective as
of March 1, 2025.
About Avenir Wellness
Headquartered in Sherman Oaks, Calif., Avenir Wellness Solutions,
Inc., including its wholly-owned subsidiary, The Sera Labs, Inc.,
is a broad platform technology company focusing on the development
of nutraceutical formulation and delivery technologies in novel
dosage forms to improve efficacy and enhance wellness. The
Company's mission is to improve lives by redefining how active
ingredients are delivered and experienced by consumers. The
Company's primary business model is to develop health, wellness and
beauty products using its proprietary formulations and technology
as well as incubate new technologies for commercial exploitation
through product development of new products to be sold under
existing or new proprietary brands through Sera Labs and the
licensing and/or sale of the rights to such technologies to third
parties for their use. Development may include the conduction of
clinical trials for substantiation of efficacy of its products.
Urish Popeck & Co., LLC, based in Pittsburgh, Pa., the Company's
auditor since 2023, issued a "going concern" qualification in its
report dated May 16, 2024, citing that the Company has suffered
recurring losses from operations, has an accumulated deficit,
negative stockholders' equity, a working capital deficit, and
expects future losses. These conditions raise substantial doubt
about its ability to continue as a going concern.
As of Sept. 30, 2024, Avenir Wellness Solutions had $748,000 in
total assets, $13.30 million in total liabilities, and a total
stockholders' deficit of $12.55 million.
B&B OUTDOOR: Seeks Subchapter V Bankruptcy in Florida
-----------------------------------------------------
On March 13, 2025, B&B Outdoor LLC filed Chapter 11 protection in
the U.S. Bankruptcy Court for the Middle District of Florida.
According to court filing, the Debtor reports $1,527,035 in
debt owed to 1 and 49 creditors. The petition states funds will be
available to unsecured creditors.
About B&B Outdoor LLC
B&B Outdoor LLC is a site development and asset maintenance company
based in Pierson, Florida. With over 10 years of experience in
Central Florida, the Company offers a range of services, including
site demolition, preparation, development, subgrade stabilization,
base rock installation, road grading, underground utilities,
concrete and curb work, stormwater drainage, road maintenance,
litter control, washout repairs, emergency storm response, pond
excavation, and the sale and distribution of dirt, sand, and
stone.
B&B Outdoor LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 25-01414) on March 1,
2025. In its petition, the Debtor reports total assets of $93,252
and total liabilities of $1,527,035
Honorable Bankruptcy Judge Lori V. Vaughan handles the case.
The Debtor is represented by:
Jeffrey S. Ainsworth, Esq.
BRANSONLAW, PLLC
1501 E. Concord Street
Orlando, FL 32803
Tel: 407-894-6834
Email: jeff@bransonlaw.com
B. RILEY FINANCIAL: Secures $160MM Credit Facility With Oaktree
---------------------------------------------------------------
B. Riley Financial, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that the Company, and
the Company's wholly owned subsidiary, BR Financial Holdings, LLC,
a Delaware limited liability company, entered into a credit
agreement, by and among the Company, the Borrower, the lenders
party thereto, and Oaktree Fund Administration, LLC, as
administrative agent and as collateral agent, providing for:
(i) a three-year $125 million secured term loan credit
facility and
(ii) a four-month $35 million secured delayed draw term loan
credit facility.
On the Closing Date, the Borrower borrowed the full $125 million
under the Initial Term Loan Facility and the full $35 million under
the Delayed Draw Facility. The Initial Term Loan Facility will
mature on the earlier of:
(i) February 26, 2028, and
(ii) if any series of bonds, notes or bank indebtedness of the
Company or the Borrower (other than the Company's 6.375% Senior
Notes due 2025 and the Company's 5.00% Senior Notes due 2026) is
outstanding on the date 91 days prior to the stated maturity date
thereof with an aggregate outstanding amount exceeding $10,000,000,
the date that is 91 days prior to the stated maturity date thereof,
subject to acceleration or prepayment. The Delayed Draw Facility
will mature on June 30, 2025, subject to acceleration or
prepayment.
Use of Proceeds:
The proceeds of the Initial Term Loan Facility was used:
(i) to repay the Company's existing indebtedness under that
certain credit agreement, dated August 21, 2023 (as amended by
Amendment No. 1, dated as of October 6, 2023, as further amended by
Amendment, No. 2, dated as of March 26, 2024, as further amended by
Amendment No. 3, dated as of May 24, 2024, as further amended by
Amendment No. 4, dated as of September 17, 2024, as further amended
by Amendment No. 5, dated as of December 9, 2024, as further
amended by Amendment No. 6, dated as of January 3, 2025 and as
further amended, restated, amended and restated, supplemented or
otherwise modified prior to the date hereof), by and among the
Company, the Borrower, the lenders party thereto, Nomura Corporate
Funding Americas, LLC, as administrative agent and Computershare
Trust Company, N.A., as collateral agent,
(ii) for working capital and general corporate purposes and
(iii) to pay transaction fees and expenses.
The proceeds of the Delayed Draw Facility was used:
(i) to fund obligations relating to the liquidation of
substantially all of the assets of JOANN, Inc. and its subsidiaries
and
(ii) for working capital and general corporate purposes.
Guarantees:
All obligations under the Credit Facilities are unconditionally
guaranteed jointly and severally by:
(i) the Company, and
(ii) all direct and indirect wholly-owned subsidiaries of the
Borrower, subject to certain excluded subsidiaries (collectively,
the "Guarantors").
Security:
The Credit Facilities are secured on a first priority basis by:
(i) a security interest in the equity interests of the
Borrower and each of the Borrower's subsidiaries (subject to
certain exclusions); and
(ii) a security interest in substantially all of the assets of
the Borrower and the Guarantors.
Interest Rate and Fees:
SOFR Loans will accrue interest at the Adjusted Term SOFR Rate
determined for such day plus an applicable margin of 8.00%. Base
Rate Loans will accrue interest at the Base Rate (as defined in the
Credit Agreement) plus an applicable margin of 7.00%.
In addition to paying interest on outstanding borrowings under the
Credit Facilities, the Borrower is required to pay:
(i) a closing fee of 3.00% of the aggregate principal amount
of the loans under the Initial Term Loan Facility and 2.00% of the
aggregate principal amount of the loans under the Delayed Draw
Facility, and
(ii) an exit fee upon the prepayment or repayment of the Credit
Facilities of 5.00% of the aggregate principal amount of such loans
repaid, provided, that the Initial Term Loan Facility exit fee
shall not be payable if the share price for the Company's common
stock, $0.0001 par value per share, exceeds a certain threshold.
Prepayments:
The Borrower may voluntarily prepay borrowings under the Credit
Agreement. With respect to the first $62.5 million in principal
amount prepaid of the Initial Term Loans, the Borrower will be
required to pay a prepayment premium equal to 5.0% of such Initial
Term Loans prepaid. With respect to the final $62.5 million in
principal prepaid of the Initial Term Loans, the Borrower will be
required to pay a prepayment premium equal to, (x) if such
prepayment occurs before the second anniversary of the Closing
Date, an amount equal to the sum of (I) all required payments of
interest (calculated at the rate of interest in effect on the
applicable repayment or prepayment date, assuming that all such
interest accrues at the Prepayment Premium Rate (as defined in the
Credit Agreement)) on the principal amount of the Initial Term
Loans being prepaid or repaid from the applicable repayment or
prepayment date through (but excluding) the second anniversary of
the Closing Date, discounted at a discount factor equal to the
Treasury Rate plus 0.50%, plus (II) 5.00% of the principal amount
of the Initial Term Loans being repaid or prepaid, and (y) if on or
after the second anniversary of the Closing Date, 5.00% of the
principal amount of the Initial Term Loans being repaid or
prepaid.
Subject to certain eligibility requirements, certain assets of the
Borrower are placed into a borrowing base, which serves to limit
the borrowings under the Credit Facilities. The sale of an asset in
the Borrowing Base requires the Borrower to make a prepayment in an
amount equal to the proceeds of such disposition multiplied by the
percentage "credit" that is assigned to such asset in the Borrowing
Base. If the Borrowing Base (based on the most recent valuation as
of the date of determination) is not on any day at least 150% of
the aggregate principal amount of the Initial Term Loans and the
Delayed Draw Term Loans outstanding on such date, the Borrower is
obligated to prepay the loans or post cash in a controlled account
in an aggregate amount equal to the amount required to make the
Borrowing Base be at least 150% of the aggregate principal amount
of the Initial Term Loans and the Delayed Draw Term Loans
outstanding on such date.
Representations and Warranties:
The Credit Agreement contains certain representations and
warranties (subject to certain agreed qualifications) that are
customary for financings of this type.
Certain Covenants:
The Credit Agreement contains certain affirmative and negative
covenants customary for financings of this type that, among other
things, limit the Company's, the Borrower's and the Borrower's
subsidiaries' ability to incur additional indebtedness or liens, to
dispose of assets, to make certain fundamental changes, to enter
into restrictive agreements, to make certain investments, loans,
advances, guarantees and acquisitions, to prepay certain
indebtedness and to pay dividends or to make other distributions or
redemptions/repurchases in respect of their respective equity
interests.
In addition, the Credit Agreement contains a liquidity covenant
that requires the Company to maintain Liquidity (as defined in the
Credit Agreement) of at least $50 million (or $25 million at any
time that the aggregate principal amount of Credit Facilities
outstanding is less than or equal to $62.5 million).
Events of Default:
The Credit Agreement contains customary events of default,
including with respect to a failure to make payments under the
Credit Facilities, cross-default, certain bankruptcy and insolvency
events and customary change of control events.
Warrants:
In connection with the Credit Agreement, on February 26, 2025, the
Company issued to certain affiliates of Oaktree Capital Management,
L.P. warrants to purchase approximately 1,832,290 shares (or 6% on
a fully diluted basis) of the Company's Common Stock at an exercise
price of $5.14 per share. The Warrants contain certain
anti-dilution provisions pursuant to which, under certain
circumstances, the Holders would be entitled to exercise the
Warrants for up to 19.9% of the then-outstanding shares of Common
Stock.
In connection with the issuance of the Warrants, on February 26,
2025, the Company entered into a registration rights agreement with
the Holders, pursuant to which the Company has granted the
Holders:
(i) certain shelf registration rights whereby the Company will
register resales of Common Stock issued upon exercise of the
Warrants and
(ii) certain piggyback registration rights, in each case
subject to the terms and conditions set forth in the Registration
Rights Agreement.
About B. Riley Financial
B. Riley Financial, Inc. -- http://www.brileyfin.com/-- is a
diversified financial services company that delivers tailored
solutions to meet the strategic, operational, and capital needs of
its clients and partners. B. Riley leverages cross-platform
expertise to provide clients with full service, collaborative
solutions at every stage of the business life cycle. Through its
affiliated subsidiaries, B. Riley provides end-to-end financial
services across investment banking, institutional brokerage,
private wealth and investment management, financial consulting,
corporate restructuring, operations management, risk and
compliance, due diligence, forensic accounting, litigation support,
appraisal and valuation, auction, and liquidation services. B.
Riley opportunistically invests to benefit its shareholders, and
certain affiliates originate and underwrite senior secured loans
for asset-rich companies.
As of June 30, 2024, B. Riley Financial had $3.2 billion in total
assets, $3.4 billion in total liabilities, and $143.1 million in
total deficit.
B.L.H.G. GROUP: Files Emergency Bid to Use Cash Collateral
----------------------------------------------------------
The B.L.H.G. Group asked the U.S. Bankruptcy Court for the District
of Arizona for authority to use cash collateral through June 30.
The Debtor needs to use cash collateral to pay essential
postpetition operating expenses, including payroll, payroll taxes,
independent contractors, commercial space lease, insurance,
utilities and vendors, that are imminently pending.
Dentistry For You II, LLC and Mulligan Funding, LLC may assert an
interest in the cash collateral.
Dentistry holds a first position security 28 interest, by way of a
UCC-1 recorded on April2, 2020 under number 2020-001-5858-7.
According to Dentistry's principal, the amount owed is $73,001.
Mulligan holds a second position but under secured security
interest, by way of a UCC-1 recorded on May 18, 2022 under number
2022-003-1610-5. It is estimated that the amount owed is $149,046.
As adequate protection, Dentistry and Mulligan will be granted a
replacement lien. They are further adequately protected by the
Debtor's continuation and preservation of the going concern value
of the business and the noncash collateral.
A copy of the motion is available at https://urlcurt.com/u?l=V7R9MU
from PacerMonitor.com.
About The B.L.H.G. Group
The B.L.H.G. Group, LLC, doing business as Smile Now Dental
Implant, is a dental practice based in Phoenix, AZ, specializing in
dental implants. The center offers a variety of implant services,
including full-mouth dental implants, single implants, zygomatic
implants, and bone grafting. The Company emphasizes convenience by
providing comprehensive treatment in a single location, utilizing
advanced technology such as CBCT imaging and digital smile design
software. The practice also offers financing options, flexible
scheduling, and same-day solutions for implants.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 25-02029) on March 11,
2025. In the petition signed by Blake Austin, manager/member, the
Debtor disclosed $180,813 in assets and $2,155,970in liabilities.
Judge Scott H. Gan oversees the case.
Allan D. NewDelman, Esq., at Allan D. NewDelman, P.C., represents
the Debtor as legal counsel.
BAUSCH + LOMB: S&P Upgrades ICR to 'B', Outlook Developing
----------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Bausch + Lomb
Corp. (B+L) to 'B' from 'B-'. This rating action reflects a similar
action it took at its ultimate parent, Bausch Health Cos. Inc.
(Bausch Health).
S&P said, "Our rating on Bausch Health caps our 'B' issuer credit
rating on B+L. We continue to expect the remaining ownership could
be eventually separated from Bausch Health, at which point the
rating may no longer be tied to the parent and we could raise the
rating in line with our stand-alone credit profile on B+L of 'bb'.
We cap our rating because we consider B+L a partially insulated
entity and apply a one-notch uplift from the parent's rating to
reflect the presence of some outside shareholders and our potential
viewpoint that the parent has an incentive to preserve B+L's credit
quality.
"Our outlook on B+L is developing. We currently cap our issuer
credit rating on the company at the higher of 'B-' and one notch
above our issuer credit rating on its parent, Bausch Health. This
reflects our belief that B+L's stand-alone credit profile is
stronger than that of its parent. During the next 12 months, we
could lower the rating if we lower our rating on Bausch Health or
raise the rating if B+L is separated given our belief that B+L's
stand-alone credit profile is stronger than that of its parent.
"We could lower the rating on B+L if we lower the rating on parent
company Bausch Health.
"We could raise our rating on B+L within the next 12 months if
Bausch Health sells its ownership stake in B+L. At that point, it's
likely the rating will no longer be tied to that of Bausch Health
and would be raised in line with B+L's stand-alone credit
profile."
BAUSCH HEALTH: S&P Upgrades ICR to 'B-' on Partial Refinancing
--------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Bausch Health
Cos. Inc. to 'B-' from 'CCC+'.
S&P said, "We assigned our 'B' issue-level rating and '2' recovery
rating to the new $400 million to $500 million revolving credit
facility, $3.4 billion term loan, and $4 billion senior secured
notes issued by 1261229 B.C. Ltd. (NumberCo), which at closing will
be a restricted subsidiary.
"We also raised our issue-level ratings on the second-lien notes
and unsecured notes to 'CCC+' from 'CCC'. We affirmed the 'B-'
issue-level ratings on the existing outstanding senior secured
notes.
"The negative outlook reflects numerous risks to our base-case
scenario, including an earlier-than-expected generic launch for
Xifaxan, a material Medicare price reduction in 2027, and a
potential Bausch + Lomb sale with uncertain proceeds. It also
reflects the risk that Bausch Health could pursue distressed
exchanges as it approaches its loss of exclusivity (LOE) for
Xifaxan."
Bausch Health Cos. Inc. is refinancing $6.87 billion of secured and
unsecured debt due from 2025 to 2028, eliminating substantial
near-term refinancing risk.
The transaction alleviates near-term maturity issues, giving the
company time to improve the sustainability of its capital
structure. S&P said, "The company previously had over $2 billion of
secured and unsecured notes coming due during 2025, which we
expected could be narrowly covered with cash on hand, revolver
capacity, and a recently issued $700 million bridge loan. Following
the partial refinancing, no significant maturities occur until
2028, removing substantial refinancing risk over the next few
years. We believe this gives Bausch significantly more runway to
delever ahead of the LOE for top product Xifaxan. Our base case
assumes no generic competition to Xifaxan before Jan. 1, 2028, at
which point there will be multiple entrants."
S&P said, "Our upgrade is also supported by Bausch's strong recent
operating performance. The company has seen seven straight quarters
of revenue expansion, driven by Xifaxan's continued double-digit
percent growth. Free operating cash flow (FOCF) generation was also
strong in 2024, at $1.3 billion, resulting in S&P Global
Ratings-adjusted leverage declining to 6.4x, from 7.5x in 2023. We
forecast that FOCF will remain at around $1 billion annually, which
when combined with EBITDA expansion, will result in adjusted
leverage of 4.9x (5.6x excluding B+L) at year end 2027. Following
the LOE, we expect consolidated leverage would increase to around
6x (8x excluding B+L, though this does not include any proceeds
from a potential sale).
"The negative outlook reflects numerous risks to our base-case
scenario and significant uncertainty regarding the timing and
proceeds from a Bausch + Lomb separation. We believe that an
earlier-than-expected generic competitor to Xifaxan would be
significantly credit negative for Bausch and could potentially
cause us to view the capital structure as unsustainable, as we do
not believe there are sufficient candidates in the development
pipeline to cover any near term, material loss of sales. Xifaxan
currently accounts for around 40% of sales, excluding B+L, and an
even higher proportion of EBITDA. Any generic launch before 2028
would make it much more difficult for Bausch to delever to a
sustainable level or invest in growth. Bausch has been successful
at fending off patent challenges in recent years, but several
remain outstanding.
"Additional risk to our base case was introduced in January, when
Xifaxan was one of 15 drugs selected for the second round of
Medicare Part D price negotiations under the Inflation Reduction
Act (IRA). Any price reduction would be subject to Bausch's
negotiations with the Centers for Medicare & Medicaid Services
(CMS), but the first round of negotiations saw an average reduction
in spending of about 22% (net of rebates) on the selected drugs.
Given the difficulty in assessing the potential impact on Xifaxan
revenues at this time, our base case does not reflect any reduction
in price effective 2027.
"We expect that Bausch will look to separate B+L as soon as
practicable, but we no longer believe this separation will be via a
tax-free spin. The company confirmed that it was pursuing a
third-party sale of B+L in December 2024, before announcing that
this process was halted in February 2025. We believe that a
separation of B+L would be credit negative to Bausch's business
risk due to a material reduction in scale and diversity. However,
there is much uncertainty surrounding the proceeds of a potential
sale, which could be used to pay down Bausch's still sizable debt
balance.
"The longer dated unsecured notes continue to trade at distressed
levels. The unsecured notes due 2029, 2030, and 2031 are currently
trading at around 60-70 cents on the dollar (yielding 16%-17%),
which we view as distressed. While Bausch could look to capture
this significant discount ahead of Xifaxan's LOE, we think this
risk will diminish as the company continues to perform well and the
notes potentially trade at higher values. We would likely view any
debt repurchases or exchanges on this distressed debt as tantamount
to a default.
"Our negative outlook reflects numerous risks to our base case and
significant uncertainty over the coming years, despite our
expectation for continued strong operating performance in the near
term. It also reflects the risk of further distressed exchanges."
S&P could lower the rating if it believed that Bausch's capital
structure was unsustainable, most likely because of weakened cash
flows. This could occur if:
-- A generic competitor to Xifaxan launches earlier than S&P
expects, causing material revenue and EBITDA declines that it
doesn't expect the company to be able to mitigate;
-- Medicare price renegotiation results in significant price
declines, effective 2027; or
-- The proceeds from a potential B+L separation are not
sufficiently deleveraging.
S&P could also lower the rating if it believed that there was an
increased likelihood of a distressed exchange in the next 12
months.
S&P could consider revising the outlook to stable if it believes:
-- The risk of a distressed exchange--including an open market
repurchase of debt trading at distressed levels--is materially
diminished; and
-- S&P has more clarity and certainty of the sustainability of
the capital structure beyond the separation of B+L and Xifaxan's
eventual LOE. This would include the ability to generate positive
FOCF while continuing to invest in the pipeline.
BAUSCH HEALTH: Starts $7.4B Bond, Loan Sale to Refinance Debt
-------------------------------------------------------------
Aaron Weinman, Jeannine Amodeo, and Gowri Gurumurthy of Bloomberg
News report that a consortium of banks headed by JPMorgan Chase &
Co. has launched a $7.4 billion bond and loan offering for Bausch
Health Cos. as the pharmaceutical company aims to refinance its
debt.
The offering includes $4 billion in bonds maturing in 2032, secured
by Bausch Health's equity in Bausch & Lomb Inc., along with a $3.4
billion term loan with a 5.5-year maturity, according to a company
statement. Additionally, Bausch Health plans to raise at least $400
million through a revolving credit facility.
About Bausch Health Companies Inc.
Bausch Health Companies Inc. develops drugs for unmet medical needs
in central nervous system disorders, eye health, and
gastrointestinal diseases, as well as contact lenses, intraocular
lenses, ophthalmic surgical equipment, and aesthetic devices.
As of March 31, 2024, the Company had $26.91 billion in total
assets, $27.09 billion in total liabilities, and $174 million in
total deficit.
* * *
In April 2024, S&P Global Ratings raised its issuer credit rating
on Bausch Health Cos. Inc. to 'CCC+' from 'CCC'. S&P also raised
its issue-level ratings on the senior secured debt to 'B-' from
'CCC+', and its ratings on the second-lien notes and unsecured
notes to 'CCC' from 'CCC-'.
The negative outlook reflects the risk that Bausch Health could
pursue distressed exchanges as it approaches its sizable debt
maturities.
In September 2024, Fitch Ratings has affirmed Bausch Health
Companies' (BHC) and Bausch Health America's (BHA) (collectively:
Bausch Health) Long-Term Issuer Default Ratings (IDRs) at 'CCC' and
first-lien debt at 'B'/'RR1'. Fitch has also affirmed BHC's
second-lien debt at 'CC'/'RR6' and Bausch Health's unsecured debt
at 'C'/'RR6'.
The 'CCC' IDRs reflect BHC's elevated refinancing risk amid the
following two key uncertainties: when and to what degree does
competition impact BHC's XIFAXAN product, and whether and when the
company completes its separation of Bausch + Lomb Corporation
(BLCO). The BLCO separation would reduce diversification and likely
increase leverage.
BB 23 HOLLOW: Seeks to Use Cash Collateral
------------------------------------------
BB 23 Hollow Ridge LLC asked the U.S. Bankruptcy Court for the
District of New York for authority to use cash collateral.
U.S. Bank Trust National Association as Owner Trustee for RCF 2
Acquisition Trust asserts an interest in the cash collateral.
The Debtor owns a residential development property in Mt. Kisco,
New York, consisting of 21 acres with a residential home, currently
leased to Brad Zackson, the Debtor's manager, for $16,000 per
month.
The Debtor intends to use rental income, which constitutes the
Lender's cash collateral, to operate the property and cover
operating expenses such as taxes and insurance.
The Debtor's primary goal in filing for Chapter 11 is to appeal an
adverse foreclosure judgment that was entered prior to the
bankruptcy filing.
In exchange for using this cash collateral, the Debtor is offering
adequate protection to the Lender, including:
1. A monthly payment of $10,000 to the Lender.
2. A replacement lien on all post-petition rents (i.e., any income
generated after the bankruptcy filing).
A hearing on the matter is set for April 9.
A copy of the motion is available at https://urlcurt.com/u?l=tb9Mo7
from PacerMonitor.com.
About BB 23 Hollow Ridge
BB 23 Hollow Ridge LLC owns a certain residential development
property located at 23 Hollow Ridge Road, Mt. Kisco, New York
consisting of approximately 21 acres, improved by one residential
home with the possibility of building additional homes.
BB 23 Hollow Ridge filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
24-22310) on April 9, 2024, listing up to $10 million in both
assets and liabilities. The petition was signed by Brad Zackson,
manager.
Judge Sean H. Lane oversees the case.
Goldberg Weprin Finkel Goldstein, LLP represents the Debtor as
counsel.
BELLEVUE HOSPITAL: Unsecureds to Get Retained Action Proceeds
-------------------------------------------------------------
The Bellevue Hospital filed with the U.S. Bankruptcy Court for the
Northern District of Ohio a Disclosure Statement for Plan of
Reorganization dated February 28, 2025.
The Debtor is a membership organization governed by a board of
trustees. The Debtor was originally established as an Ohio
not-for-profit corporation in 1914, known as The Bellevue Hospital
Association, with a vision to provide modern medical care to the
local community.
The Debtor is a major provider of health care services to residents
of the cities of Bellevue, Clyde, and Fremont, Ohio, and other
surrounding communities. Among the services offered through the
Debtor are cancer care and infusion, cardiac and pulmonary rehab,
diagnostic imaging, emergency, laboratory, occupational health,
orthopedics, rehabilitation and respiratory therapy, and surgery.
After completing its analysis and marketing efforts to seek
proposals for the acquisition of the Debtor, VMG identified
Firelands as the likely potential purchaser of the assets or equity
of the Debtor using a set of objective criteria to form its
decision. On November 12, 2024, the Debtor approved entering into a
due diligence process with Firelands with the goal of restructuring
the Debtor through a sale of its assets or a member substitution in
a chapter 11 bankruptcy proceeding.
Thereafter, Firelands, the Debtor, and Fifth Third engaged in good
faith, arm's length negotiations regarding the terms by which
Firelands would be substituted as the sole holder member in the
Debtor, together with a settlement of the Senior Obligations to be
accomplished through the initiation of this chapter 11 case and the
filing and confirmation of a chapter 11 plan of reorganization
which would include the restructuring of the Debtor's indebtedness
and other obligations, including the Senior Obligations and
Firelands' obligations pursuant to a Restructuring Support
Agreement (the "RSA").
In addition to the chapter 11 plan confirmation process outline in
the RSA, the RSA provided restructuring support from Fifth Third in
the form of authorized use of cash collateral and from Firelands in
the form of a debtor-in-possession financing facility not to exceed
$1,500,000 in order for the Debtor to operate in the ordinary
course throughout its chapter 11 case and fund court approved fees
and expenses of the estates' professionals and advisors.
Finally, the Member Substitution Agreement to be entered into
between the Debtor and Firelands, now serves as a "stalking horse
bid", subject to better and higher offers, through a Court approved
bid process.
Class 3 consists of All Unsecured Allowed Claims. The Debtor is
informed and believes that the aggregate amount of all unsecured
Allowed Claims not having priority under Section 507 of the Code is
approximately $4.0 million. Under the Plan, each holder of an
unsecured Allowed Claim not having priority under Section 507 of
the Code will receive, in full satisfaction thereof, its pro-rata
portion of the "Retained Actions Net Proceeds Disbursements" which
term is defined in the Plan as each of those certain disbursements
of Retained Actions Net Proceeds to be made by the Appointed Estate
Retained Actions Representative pursuant to the Plan for the
benefit of holders of Allowed Claims in Class 3 of the Plan.
"Retained Actions Net Proceeds" is defined in the Plan as any
consideration received as a result of a settlement of any of the
Retained Action or from the enforcement of any judgment obtained
with respect to any of the Retained Actions, less all costs and
expenses incurred by or on behalf of the Appointed Estate Retained
Actions Representative in realizing such consideration. Retained
Actions is defined in the Plan as any and all Claims, demands, and
causes of action, including all of the Claims of the kind specified
in Sections 544, 547, 548, 549, 550, 551, and 553(b) of the Code,
accruing prior to the Effective Date in respect of the Debtor
against any person or entity, and further including those Claims,
demands, and causes of actions listed on the Plan.
These Claims include, without limitation, Claims arising under
Sections 544(a) and 550(a) of the Code for the recovery of funds
held under The Bellevue Hospital Deferred Compensation Plan, which
funds are in the approximate amount of $592,000. Given the
uncertainty of litigation and difficulty in evaluating or
quantifying recoveries, presently there is no reliable method to
estimate the anticipated distribution to the holders of Allowed
Claims in Class 3. Pursuant to the Confirmation Procedures Order,
Class 3 is deemed to have rejected the Plan.
Class 4 consists of All Allowed Membership Interests of the
Petition Date Members in the Debtor. Pursuant to the Plan, upon the
Effective Date the respective Membership Interests of the Petition
Date Members in the Debtor will be terminated and cancelled. The
Plan further provides that thereupon, all membership rights and
privileges of the Petition Date Members in the Debtor will cease,
including such rights and privileges each Petition Date Member may
have arising under the Definitive Agreement, which will be deemed
terminated effective as of the Petition Date.
As defined in the Plan, the Petition Date Members are,
collectively, the Association, Firelands, and Fisher Titus. The
Definitive Agreement is that certain Definitive Agreement by,
between, and among the Debtor and the Petition Date Members
executed December 17, 2002. Since the Petition Date Members will
not be receiving or retaining any property under the Plan on
account of their respective interests, Class 4 is deemed not to
have accepted the Plan.
Article VIII of the Plan also provides that all payments or other
distributions provided for by the Plan to holders of Allowed Claims
in Classes 1, 2.1, 2.2, 2.3, 2.4, 2.5, and 2.6 thereof will be made
from funds of the Debtor as of the Effective Date, funds received
from the Substitute Member pursuant to the Membership Substitution
Agreement, funds generated subsequent to the Effective Date by the
Debtor through its operations, and funds realized through the sale
by the Debtor of any of its property.
All payments or other distributions provided for by the Plan to
holders of Allowed Claims in Class 3 thereof will be made solely
from funds realized through the prosecution and enforcement of
Claims, demands, and causes of action retained under the Plan by
the Appointed Estate Retained Actions Representative, less any
costs associated with recovering such funds.
A full-text copy of the Disclosure Statement dated February 28,
2025 is available at https://urlcurt.com/u?l=N6s4ow from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Thomas R. Allen, Esq.
Richard K. Stovall, Esq.
James A. Coutinho, Esq.
Andrew D. Rebholz, Esq.
Allen Stovall Neuman & Ashton LLP
10 West Broad Street, Suite 2400
Columbus, OH 43215
Tel: (614) 221-8500
Fax: (614) 221-5988
Email: allen@asnalaw.com
stovall@asnalaw.com
coutinho@asnalaw.com
rebholz@asnalaw.com
About The Bellevue Hospital
The Bellevue Hospital is a healthcare provider offering a range of
services, including cancer care, cardiac and pulmonary rehab,
diagnostic imaging, emergency care, and surgery. It serves
residents of Bellevue, Clyde, Fremont, and surrounding areas,
providing care 24/7. The organization is governed by a board of
trustees and operates as a not-for-profit corporation. Bellevue
Hospital was founded in 1914 and has interests in several
subsidiary entities, including The Bellevue Hospital Foundation,
Bellevue Professional Services, Inc., Bellevue Hospital Pain
Management, LLC, Prairie Ridge, LLC, and Bellevue Hospital Medical
Holdings, LLC.
Bellevue Hospital filed Chapter 11 petition (Bankr. N.D. Ohio Case
No. 25-30191) on February 5, 2025, listing between $10 million and
$50 million in both assets and liabilities. Sara K. Brokaw, chief
executive officer of Bellevue Hospital, signed the petition.
Judge Mary Ann Whipple oversees the case.
Richard K. Stovall, Esq., at Allen Stovall Neuman & Ashton LLP,
represents the Debtor as legal counsel.
Fifth Third Bank, as senior secured creditor, is represented by:
Carrie M. Brosius, Esq.
Vorys, Sater, Seymour and Pease LLP
200 Public Square, Suite 1400 Cleveland, OH 44114
Telephone: (216) 479-6189
Email: cmbrosius@vorys.com
Firelands Regional Health System, as DIP lender, is represented
by:
Ellen Arvin Kennedy. Esq.
Dinsmore & Shohl, LLP
100 W. Main Street, Suite 900
Lexington, Kentucky 40507
Telephone: (859) 425-1000
Facsimile: (859) 425-1099
Email: ellen.kennedy@dinsmore.com
BIOXCEL THERAPEUTICS: Issues Warrants to Purchase 4MM Common Shares
-------------------------------------------------------------------
BioXcel Therapeutics, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that the Company
entered into a securities purchase agreement.
Pursuant to the Purchase Agreement, the Company agreed to issue and
sell to the Purchaser and the Purchaser agreed to buy in a
registered direct offering:
(i) an aggregate of 188,383 shares of common stock, par value
$0.001 per share and accompanying warrants to purchase up to
188,383 shares of Common Stock at a combined offering price of
$3.50 per Share and accompanying warrant, and
(ii) pre-funded warrants to purchase up to 3,811,617 shares of
Common Stock and accompanying warrants to purchase up to 3,811,617
shares of Common Stock, at a combined offering price of $3.499 per
share underlying the Pre-Funded Warrants and accompanying warrant,
which equals the offering price per Share and accompanying warrant
less the $0.001 exercise price per share of the Pre-Funded
Warrants, pursuant to an effective registration statement on Form
S-3 (File No. 333-275261), including the base prospectus included
therein, and prospectus supplement filed with the Securities and
Exchange Commission on March 4, 2025.
In the Offering, the Company also issued to the Purchaser warrants,
to purchase up to 4,000,000 shares of Common Stock (or pre-funded
warrants in lieu thereof) and accompanying warrants to purchase up
to 4,000,000 shares of Common Stock to the Purchaser. The
pre-funded warrants and accompanying warrants issuable upon
exercise of the Option Warrants will have substantially identical
terms as the Pre-Funded Warrants and the accompanying warrants. The
exercise price of the Option Warrants is $3.50 per underlying share
of Common Stock and accompanying warrant to purchase one share of
Common Stock, or $3.499 per underlying pre-funded warrant to
purchase one share of Common Stock and accompanying warrant to
purchase one share of Common Stock.
Rodman & Renshaw LLC acted as the exclusive placement agent for the
Company in connection with Offering. As compensation in connection
with the Offering, the Company agreed to pay the Placement Agent a
cash fee equal to 6.0% of the gross proceeds from the Offering,
including any proceeds from the cash exercise of any warrants sold
in the Offering.
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
employs 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.
As of September 30, 2024, BioXcel Therapeutics had $48.9 million in
total assets, $134.5 million in total liabilities, and $85.6
million in total stockholders' deficit.
BRIGHT STAR: S&P Affirms 'BB+' Rating on School Revenue Bonds
-------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' long-term rating on the
California School Finance Authority's series 2017, series 2021A,
and series 2021B charter school revenue bonds issued on behalf of
Bright Star Schools (BSS).
The outlook is stable.
S&P said, "We assessed Bright Star's enterprise profile as
adequate, characterized by healthy and solid demand with a network
of nine schools, good academic performance, and a capable
management team, despite various transitions in senior leadership
positions. We assessed BSS's financial profile as vulnerable, as
characterized by positive but moderating operating margins and a
moderate debt burden that we view as somewhat high on a debt per
student basis, offset by sufficient lease-adjusted MADS coverage
and solid liquidity levels. Combined, these credit factors lead to
an anchor of 'bb'. As our criteria indicates, the final rating can
be within one notch of the anchor. In our opinion, the final 'BB+'
rating better reflects BSS's solid enrollment and demand, healthy
liquidity position, and history of positive operating
performance."
The 'BB+' rating reflects S&P's view of the network's:
-- Stable enrollment base of over 3,700 students as of fall 2024
and healthy retention rates;
-- History of positive operating performance, even through a
period of expansion and growth, although margins are expected to
moderate in fiscal 2025;
-- Solid liquidity position; and
-- Capable and experienced management team, despite a significant
number of transitions over the past two years.
Partly offsetting the above strengths, in S&P's view, are the
network's:
-- Slightly elevated debt burden metrics on a debt-per-student
basis;
-- Weakened pro forma lease-adjusted MADS coverage based on fiscal
2024 audited results, although still sufficient for the rating;
and
-- Risk, as with all charter schools, that charters will face
revocation or non-renewal prior to the bonds' final maturity
S&P said, "We analyzed environmental, social, and governance
factors and consider them neutral in our credit rating analysis.
Although physical risk factors in California are typically elevated
given the state's exposure to seismic risk and extreme weather
conditions such as drought and wildfires, the issuer's location in
primarily urban areas somewhat mitigates these challenges. In
addition, we believe California's robust building codes for
educational buildings substantially mitigate any elevated seismic
risk.
"The stable outlook reflects our expectation that BSS will maintain
its solid enterprise profile, meet its enrollment targets, and
sustain positive operating margins and liquidity consistent with
the rating level.
"We could consider a negative rating action if BSS experiences
operating challenges related to enrollment and demand, leading to
weakened lease-adjusted MADS coverage and a sustained drop in
liquidity, or if it issues significant additional debt that
pressures current financial metrics.
"We could consider a positive rating action over the longer term if
the school can improve financial performance, generating stronger
lease-adjusted MADS coverage and liquidity levels more comparable
with a higher rating, while maintaining its solid enterprise
profile characteristics.
CARGO LIFTS: Seeks Cash Collateral Access
-----------------------------------------
Cargo Lifts of North Florida, LLC asked the U.S. Bankruptcy Court
for the Northern District of Florida, Gainesville Division, for
authority to use cash collateral.
The Debtor needs to use cash collateral to fund its operating
expenses and the costs of administering the Chapter 11 case in
accordance with the proposed budget.
Prior to the Petition Date, the Debtor received funding from
various MCA funders that may assert an interest in the Debtor's
accounts receivable. The MCA funders are CHTD Company, Family
Funding Group, LLC, Canfield Capital, LLC, Capytal.com, EBF
Holdings, LLC dba Everest Business Funding, Forward Financing, LLC,
Fox Funding Group, LLC, and WebBank c/o QuickBooks Capital.
In addition, Corporation Service Co., as Representative, CT
Corporation, as Representative, and First Corporate Solutions, as
Representative have filed financing statements in a representative
capacity which the Debtor assumes to have been filed on behalf of
certain of the MCA Funders, although the Debtor is unable to
determine which MCA Funder is connected to which of the
Representatives.
As of the Petition Date, the Debtor had cash in accounts totaling
approximately $9,300 and receivables totaling approximately
$243,306.
In exchange for the Debtor's ability to use cash collateral in the
operation of its business, the Debtor proposed to grant to the MCA
Funders, as adequate protection, replacement liens to the same
extent, validity, and priority as existed on the Petition Date.
A copy of the motion is available at https://urlcurt.com/u?l=iHPwnw
from PacerMonitor.com.
About Cargo Lifts of North Florida
Cargo Lifts of North Florida, LLC filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Fla. Case No.
25-10036) on February 10, 2025, listing between $100,001 and
$500,000 in assets and between $500,001 and $1 million in
liabilities.
Judge Karen K. Specie oversees the case.
Elena Paras Ketchum, Esq., at Stichter, Riedel, Blain & Postler,
P.A. represents the Debtor as legal counsel.
CELL-NIQUE CORPORATION: Unsecureds Will Get 9.84% over 5 Years
--------------------------------------------------------------
Cell-Nique Corporation and affiliates submitted an Amended
Disclosure Statement for Consolidated Plan of Reorganization dated
February 28, 2025.
The Debtor's Plan does, in fact, provide for a comprehensive
reorganization of debts over a 5-year period.
The Plan seeks to distribute all value in the Debtor's estate to
creditors according to the priority scheme established by the
Bankruptcy Code.
Class 15 consists of the allowed General Unsecured Creditors in the
approximate amount of $10,158,000. Subject to the Plan, with
respect to Disputed Claims, on the effective date, Class 15
Claimants shall be paid $100,000 on each December and $100,000 on
each March over the five-year term of the Plan, commencing in
December 2025 for a total of $1,000,000 over the term of the Plan,
equaling approximately 9.84% of their claims. Said payments shall
be distributed pari passu between the Class 15 claimants. Class 15
is impaired and entitled to vote under the Plan.
Class 16 consists of the Equity Interest Holders of the Debtor. PCC
Castleton Corporation contributed $200,000 as a new value
contribution to the Debtor in January 2025 and shall make
additional $50,000 New Value Contribution to the Debtor on the
effective and shall own 100% of the reorganized debtor. Class 16
interests are not entitled to vote on the Plan.
The Plan contemplates payment to creditors through the ongoing
operation of the Debtor's business. Dan Ratner shall be the
distribution agent responsible for all distributions under the Plan
and waives compensation as disbursing agent.
A full-text copy of the Amended Disclosure Statement dated February
28, 2025 is available at https://urlcurt.com/u?l=Kz4zWq from
PacerMonitor.com at no charge.
The Debtor's Counsel:
Peter A. Pastore, Esq.
O'CONNELL & ARONOWITZ, P.C.
54 State Street, 9th FL
Albany, NY 12207
Tel: 518-462-5601
Email: PaPastore@oalaw.com
About Cell-Nique Corporation
Cell-Nique Corporation is a grocery and related product merchant
wholesaler in Castleton, N.Y.
Cell-Nique sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. N.Y. Case No. 24-10508) on May 9,
2024, with $10 million to $50 million in both assets and
liabilities. Daniel Ratner, president of Cell-Nique, signed the
petition.
Judge Robert E. Littlefield, Jr. oversees the case.
Peter A. Pastore, Esq., at O'Connell and Aronowitz, P.C., is the
Debtor's legal counsel.
CENTRAL FLORIDA: Files Emergency Bid to Use Cash Collateral
-----------------------------------------------------------
Central Florida Construction Group, Inc. asked the U.S. Bankruptcy
Court for the Northern District of Florida, Gainesville Division,
for authority to use cash collateral.
The Debtor will require the use of approximately $91,000 of cash
collateral to continue to operate its business for the next four
weeks, and, depending on the circumstances, a greater or lesser
amount will be required for each comparable period thereafter. The
Debtor will use the cash collateral to pay operating expenses.
The U.S. Small Business Administration may assert a first priority
security interest in the Debtor's cash and cash equivalents by
virtue of a recorded lien.
Additionally, inferior lien holders Ohio Casualty Insurance Company
and Nationwide Mutual Insurance Company may claim an inferior
interest in the Debtor's cash and cash equivalents by virtue of
alleged liens on the Debtor's personal property.
As adequate protection for the use of cash collateral, the Debtor
proposed to grant Secured Creditors replacement liens to the extent
of any diminution in value, with such liens to have the same
validity, extent, and priority as their respective pre-petition
liens. The Debtor will operate on a positive cash flow basis during
the interim six-week period and asserts all interests on cash
collateral are adequately protected by the replacement liens.
A copy of the motion is available at https://urlcurt.com/u?l=ETEkvh
from PacerMonitor.com.
About Central Florida Construction Group Inc.
Central Florida Construction Group Inc. is a construction company
specializing in a wide range of residential and commercial
services.
Central Florida Construction Group sought relief under Subchapter V
of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Fla. Case
No. 25-10051) on March 3, 2025. In its petition, the Debtor
reported between $1 million and $10 million in both assets and
liabilities.
The Debtor is represented by Justin M. Luna, Esq., at Latham Luna
Eden & Beaudine, LLP.
CHAMPIONS ONCOLOGY: Reports Record $4.5MM Net Income in Fiscal Q3
-----------------------------------------------------------------
Champions Oncology, Inc. (Nasdaq: CSBR) announced its financial
results for its third quarter of fiscal 2025, ended January 31,
2025.
Third Quarter and Recent Highlights:
* Total revenue increased 42% to $17.0 million
* Gross profit of $10.4 million; gross margin of 61%
* Net income of approximately $4.5 million
* Adjusted EBITDA of $5.2 million
* Signed first data licensing deal worth up to $8.0 million
* Hired Matt Newman, Executive Vice President and General
Manager, to lead and expand the development of Champions' data
licensing platform
Year to Date Highlights:
* Total revenue increased 23% to $44.6 million
* Gross profit of $23.5 million; gross margin of 53%
* Net income of $6.5 million
* Adjusted EBITDA of $8.3 million
Ronnie Morris, CEO of Champions, commented, "Our third quarter was
transformational, marked by our first major data licensing
agreement - an important milestone toward monetizing our
proprietary
data platform." Added Morris, "Despite ongoing funding constraints
in the pharma and biotech sectors, we continue to drive strong
performance in our core services business."
David Miller, CFO of Champions, added, "We delivered record
breaking financial results this quarter, with revenue surpassing
$17.0 million and adjusted EBITDA reaching $5.2 million. While we
anticipate some fluctuations in quarterly revenue, our strategic
cost realignment positions us for sustained long-term
profitability."
Third Fiscal Quarter Financial Results
Total oncology revenue for the third quarter of fiscal 2025 was
$17.0 million compared to $12.0 million for the same period last
year, an increase of 42%. The increase stemmed from a 4% increase
in our research services business and $4.5 million from data
license revenue. Total costs and operating expenses for the third
quarter of fiscal 2025 were $12.5 million compared to $14.6 million
for the third quarter of fiscal 2024, a decrease of $2.1 million or
14.1%.
For the third quarter of fiscal 2025, Champions reported income
from operations of $4.5 million, including $256,000 in stock-based
compensation and $398,000 in depreciation and amortization
expenses, compared to a loss from operations of $2.6 million,
inclusive of $379,000 in stock-based compensation and $481,000 in
depreciation and amortization expenses, in the third quarter of
fiscal 2024. Adjusted EBITDA, which is defined as income from
operations excluding stock-based compensation, depreciation and
amortization expenses, was $5.2 million for the third quarter of
fiscal 2025 compared to an adjusted EBITDA loss of $1.7 million in
the third quarter of fiscal 2024.
Cost of oncology revenue was $6.6 million for the three-months
ended January 31, 2025, a decrease of $1.2 million, or 15.7%
compared to $7.8 million for the three-months ended January 31,
2024. The decrease in cost of oncology revenue was primarily from a
decrease in compensation and lab supply costs due to our recent
emphasis on improving efficiencies and reducing costs along with a
reduction in outsourced lab services which fluctuate quarterly in
the ordinary course of business. For the three-months ended January
31, 2025, total margin was 61%, with research services margin of
48% compared to 35% for the three-months ended January 31, 2024.
The increase in revenue coupled with our cost reductions led to
improved service margins.
Research and development expense for the three-months ended January
31, 2025 was $1.7 million, a decrease of $467,000 or 21.4%,
compared to $2.2 million for the three-months ended January 31,
2024. The decrease was primarily due to reduced investment in our
wholly owned subsidiary, Corellia, focused on target discovery.
Sales and marketing expense for the three-months ended January 31,
2025 was $1.8 million, essentially flat with a nominal increase of
$9,000, or 0.5%, compared to $1.8 million for the three-months
ended January 31, 2024. General and administrative expense for the
three-months ended January 31, 2025 was $2.4 million, a decrease of
$366,000, or 13.2%, compared to $2.8 million for the three-months
ended January 31, 2024. The decrease was primarily from a decline
in compensation expense and non-cash items of stock-based
compensation and depreciation and amortization.
Net cash provided by operating activities was approximately
$918,000 for the three-months ended January 31, 2025 and was
primarily due to net income for the quarter offset by an increase
in accounts receivable. Net cash used in investing activities for
the three-months ended January 31, 2025 was approximately $470,000
for lab and computer equipment. Net cash provided by financing
activities for the three-months ended January 31, 2025 was nil
resulting from proceeds from options exercise of approximately
$38,000 offset by financing lease payments of approximately
$38,000.
The Company ended the quarter with cash on hand of approximately
$3.2 million. The Company has no debt.
Year-to-Date Financial Results
Total oncology revenue for the nine-months ended January 31, 2025
was $44.6 million compared to $36.2 million for the same period
last year, an increase of 23.3%. Total costs and operating expenses
for the nine-months ended January 31, 2025 were $38.0 million
compared to $43.2 million for the same period of fiscal 2024, a
decrease of $5.2 million or 12.0%.
For the nine-months ended January 31, 2025, Champions reported
income from operations of $6.6 million, including $523,000 in
stock-based compensation and $1.2 million in depreciation and
amortization expenses, compared to a loss from operations of $7.1
million, inclusive of $855,000 in stock-based compensation and $1.4
million in depreciation and amortization expenses, over the same
period of fiscal 2024. Excluding stock-based compensation,
depreciation and amortization expenses, Champions reported adjusted
EBITDA of $8.3 million for the nine-months ended January 31, 2025
compared to an adjusted EBITDA loss of $4.8 million over the same
period last year.
Cost of oncology revenue was $21.1 million for the nine-months
ended January 31, 2025, a decrease of $1.0 million, or 4.7%
compared to $22.2 million for the nine-months ended January 31,
2024. The decrease in cost of oncology revenue was primarily from a
decrease in compensation and lab supplies expenses offset by an
increase in mice costs. For the nine-months ended January 31, 2025,
total margin was 53%, with research services margin of 48% compared
to 39% for the nine-months ended January 31, 2024. The improved
margin resulted primarily from a combination of an increase in
revenue while reducing costs due to operational efficiencies
implemented and other cost reduction initiatives.
Research and development expense for the nine-months ended January
31, 2025 was $4.9 million, a decrease of $2.6 million or 35.1%,
compared to $7.5 million for the nine-months ended January 31,
2024. The decrease was primarily due to reduced investment in
research and development in non-essential services, including
Corellia, our wholly-owned subsidiary. Sales and marketing expense
for the nine-months ended January 31, 2025 was $5.2 million, a
slight decrease of $52,000, or 1.0%, compared to $5.3 million for
the nine-months ended January 31, 2024. General and administrative
expense for the nine-months ended January 31, 2025 was $6.8
million, a decrease of $1.5 million, or 18.0%, compared to $8.3
million for the nine-months ended January 31, 2024. The decrease
was primarily from a reduction in compensation, recruitment, and
stock-based compensation expenses.
About Champions Oncology
Hackensack, N.J.-based Champions Oncology, Inc. is a
technology-enabled research organization engaged in creating
technology solutions to be utilized in drug discovery and
development. Its research center operates in both regulatory and
non-regulatory environments and consists of a comprehensive set of
computational and experimental research platforms. Its
pharmacology, biomarker, and data platforms are designed to
facilitate drug discovery and development at lower costs and
increased speeds.
West Palm Beach, Fla.-based EisnerAmper LLP, the Company's auditor
since 2015, issued a "going concern" qualification in its report
dated July 16, 2024, citing that the Company has experienced net
losses and negative cash flows from operations that raise
substantial doubt about its ability to continue as a going
concern.
As of October 31, 2024, Champions Oncology had $25.2 million in
total assets, $24.6 million in total liabilities, and $0.7 million
in total shareholders' equity.
CHESTNUT MED: Hires Long and Foster as Real Estate Broker
---------------------------------------------------------
Chestnut Med LP seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania to employ Long and Foster Real
Estate as real estate broker.
The firm will market and sell the Debtor's real property located at
5600 Chestnut Street, Philadelphia.
The firm will be paid a commission of 5 percent of the sales
price.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Janeen Connell
Long and Foster Real Estate
1109 W Baltimore Pike, Suite E
Media, PA 19063
Tel: (610) 892-8300
About Chestnut Med LP
Chestnut Med, LP is a healthcare business operating at 5600
Chestnut Street in Philadelphia, Pa.
Chestnut Med sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. E.D. Pa. Case No. 25-10176) on January 15, 2025. In
its petition, the Debtor reported up to $50,000 in assets and
between $500,000 and $1 million in liabilities.
Judge Patricia M. Mayer handles the case.
The Debtor is represented by John Everett Cook, Esq. at The Law
Offices of Everett Cook, P.C.
CLEAN ENERGY: Secures $558K Investment Via Convertible Note Deal
----------------------------------------------------------------
Clean Energy Technologies, Inc. disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that it
entered into a securities purchase agreement with Mast Hill Fund,
L.P., a Delaware limited partnership, pursuant to which the Company
sold, and Mast Hill purchased:
(i) a junior secured convertible promissory note in the
principal amount of $620,000, and
(ii) warrants to purchase 310,000 shares of Company common
stock (, for an aggregate purchase price of $558,000.
The Transaction closed on February 28, 2025, and on such date
pursuant to the SPA, Mast Hill's legal expenses of $8,000 were paid
from the gross purchase price, the Company's senior secured lender,
Nations Interbanc, was paid $50,000 directly by Mast Hill from
closing proceeds for the Company's benefit, the Company received
net funding of $500,000, and the Note and Warrants were issued to
Mast Hill.
The SPA includes customary representations, warranties and
covenants by the Company and customary closing conditions. The SPA
requires that the proceeds from the Transaction be used for the
payment of Nations Interbanc, working capital, and business
development, but not for repayment of indebtedness owed to
officers, directors or employees of the Company or their
affiliates, the repayment of any debt issued in corporate finance
transactions, any loan to or investment in any other corporation,
partnership, enterprise or other person (except in connection with
the Company's currently existing operations), or any loan, credit,
or advance to any officers, directors, employees, or affiliates of
the Company. The SPA also:
(i) requires the Company to hold a special meeting of its
shareholders, on or before the date that is 60 calendar days after
the first date (after the date of the SPA) that the Company's
common stock has traded at a price per share of less than $0.50,
for the purpose of obtaining shareholder approval to issue shares
of Company common stock to Mast Hill in excess of the Exchange Cap,
pursuant to Nasdaq's listing rules, and
(ii) prohibits the issuance of more than 9,156,726 shares of
Company common stock to Mast Hill in the aggregate until
shareholder approval has been obtained.
The Note matures 12 months following the issue date, accrues
guaranteed interest of 10% per annum (with the first 12 months of
interest guaranteed and earned in full as of issuance of the Note),
and is secured by a junior security interest (subordinate to the
Company's senior secured lender, Nations Interbanc) in all of the
assets of the Company. The Note is convertible into shares of the
Company's common stock at the election of the holder at a
conversion price equal to the lesser of:
(i) $2.50/share, or
(ii) 90% of the lowest dollar volume-weighted average price
(during the period from 9:30 a.m. to 4 pm ET) on any trading day
during the 5 trading days prior to the conversion date; provided,
however, that the holder may not convert the Note to the extent
that such conversion would result in the holder's beneficial
ownership of the Company's common stock being in excess of 4.99% of
the Company's issued and outstanding common stock.
Additionally, the holder of the Note is entitled to deduct $1,750
from the conversion amount in each note conversion to cover the
holder's fees associated with the conversion.
The Warrants have a 5-year term, are exercisable on a cashless
basis, and have an exercise price of $2.50, subject to adjustment
as provided in the Warrants.
About Clean Energy
Headquartered in Irvine, California, Clean Energy Technologies,
Inc. -- http://www.cetyinc.com-- develops renewable energy
products and solutions and establishes 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.
As of Sept. 30, 2024, Clean Energy Technologies had $9.43 million
in total assets, $5.85 million in total liabilities, and $3.58
million in total stockholders' equity.
CLENNEY BROTHERS: Hires Emmett L. Goodman Jr. LLC as Counsel
------------------------------------------------------------
Clenney Brothers Revocable Trust seeks approval from the U.S.
Bankruptcy Court for the Middle District of Georgia to employ The
Law Offices of Emmett L. Goodman, Jr. LLC as counsel.
The firm will provide these services:
a. give the Debtor legal advice with respect to its powers and
duties as Debtor-in-Possession in the continued operation of its
business and management of its property;
b. prepare on behalf of the Debtor, as Debtor-in-Possession,
necessary applications, answers, reports, and other legal papers;
c. prepare motions, pleadings and applications, and to conduct
examinations incidental to the administration of the Debtor's
estate.
d. take any and all necessary action instant to the proper
preservation and administration of the estate;
e. assist the Debtor-in-Possession with the preparation and
filing of supplemental Schedules and Lists as may be appropriate;
f. take whatever action is necessary with reference to the use
by the Debtor of its property pledged as collateral, including cash
collateral, to preserve the same for the benefit of Debtor;
g. assert, as directed by Debtor, all claims Debtor has
against others; and
h. perform all other legal services for the Debtor as
Debtor-in-Possession which may be necessary; and it is necessary
for Debtor-in-Possession to employ attorneys for such professional
services.
The firm will be paid at the rate of $350 per hour, and will also
be reimbursed for reasonable out-of-pocket expenses incurred.
The firm was paid by the Debtor a retainer in the amount of
$7,500.
Daniel L. Wilder, Esq., a partner at Law Offices of Emmett L.
Goodman, Ir., LLC, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Daniel L. Wilder, Esq.
LAW OFFICES OF EMMETT L. GOODMAN, IR., LLC
544 Mulberry Street, Suite 800
Macon, GA 31201-2776
Tel: (478) 745-5415
Fax: (478) 746-8655
Email: dwilder@goodmanlaw.org
About Clenney Brothers Revocable Trust
Clenney Brothers Revocable Trust, filed a Chapter 11 bankruptcy
petition (Bankr. M.D. Ga. Case No. 25-10199) on March 3,2025. The
Debtor hires The Law Offices of Emmett L. Goodman, Jr. LLC as
counsel.
COMTECH TELECOMMUNICATIONS: Amends Credit Deals, Secures $40M Loan
------------------------------------------------------------------
Comtech Telecommunications Corp. disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that the
Company entered into the Waiver and Amendment No. 2 to Credit
Agreement with the lenders party thereto, TCW Asset Management
Company LLC, as administrative agent, and Wingspire Capital LLC,
which amends that certain Credit Agreement, dated June 17, 2024,
among the Company, the lenders party thereto and the Agents (as
amended by that certain Waiver and Amendment No. 1 to Credit
Agreement, dated October 17, 2024, the "Existing Credit Agreement"
and, as amended by Amendment No. 2, the "Amended Credit
Agreement").
Amendment No. 2 waives certain defaults or events of default under
the Existing Credit Agreement, including in connection with the
Company's Net Leverage Ratio and Fixed Charge Coverage Ratio
covenants for the second fiscal quarter.
Amendment No. 2 also amends the Existing Credit Agreement to,
amongst other things,
(i) reduce the interest rate margins applicable to Term
Loans,
(ii) provide for the right to appoint an independent director
to the Company's board of directors following the earlier to occur
of (x) an event of default or (y) any date selected by the
Administrative Agent after May 31, 2025,
(iii) permit the incurrence of $40.0 million of senior unsecured
subordinated debt,
(iv) suspend the fixed charge coverage ratio and the net
leverage ratio covenants in the Amended Credit Agreement such that
the next test will be for the quarter ending on October 31, 2025
(v) reduce the minimum quarterly average liquidity requirement
from $20.0 million to $17.5 million and
(vi) suspend the Company's ability to pay interest in-kind
until after the interest rate margins are tested based on Net
Leverage Ratios.
The Amended Credit Agreement provides that the interest rate
margins on the Term Loans are reduced from 13.00% to 10.50% per
annum for SOFR Loans until the first business day of the month
following October 31, 2025, when the Company has delivered
financial statements demonstrating compliance with the financial
covenants under the Amended Credit Agreement. If demonstrated, the
interest rate margins revert to the margins provided under the
Existing Credit Agreement with respect to Term Loans,
specifically,
(i) Base Rate Loans shall bear interest at the Base Rate plus
an additional margin ranging from 7.50% to 9.00% and
(ii) SOFR Loans shall bear interest at the Term SOFR rate plus
an additional margin ranging from 8.50% to 10.00%, each depending
on the Company's Net Leverage Ratio during the applicable
determination period ranging from 1.75x to 3.25x, respectively.
Amended Subordinated Credit Agreement
On the same date,, the Company entered into the Waiver and
Amendment No. 1 to Subordinated Credit Agreement with the
guarantors party thereto, the lenders party thereto and U.S. Bank
Trust Company, National Association, as agent, which amends that
certain Subordinated Credit Agreement, dated October 17, 2024,
among the Company, the guarantors party thereto, the lenders party
thereto and the Subordinated Agent.
Amendment No. 1 (x) waives defaults or events of default under the
Existing Subordinated Credit Agreement, including in connection
with the Company's Net Leverage Ratio and Fixed Charge Coverage
Ratio covenants for the second quarter of fiscal 2025 and (y)
amends the Existing Subordinated Credit Agreement to, amongst other
things:
(i) provide for the incurrence of a $40.0 million incremental
facility and
(ii) suspend the fixed charge coverage ratio and the net
leverage ratio covenants in the Credit Agreements such that the
next test will be for the quarter ending on October 31, 2025.
Amendment No. 1 provides for an incremental subordinated unsecured
term loan facility in the aggregate principal amount of $40
million. The Company will use the net proceeds of the Incremental
Subordinated Credit Facility to prepay approximately:
(i) $27.3 million of the outstanding Term Loans under the
Amended Credit Agreement and
(ii) $9.1 million of the outstanding Revolving Loans under the
Amended Credit Agreement. As part of this prepayment, the Company
will also permanently reduce its Amended Credit Agreement Revolving
Commitments by approximately $3.2 million.
The Incremental Subordinated Credit Facility is subject to a
Make-Whole Amount with respect to certain repayments or
prepayments. The Make-Whole Amount is an amount equal to:
(i) from the closing date of the Incremental Subordinated
Credit Facility through (but not including) the date that is 9
months thereafter, $40 million multiplied by 33%,
(ii) from the date that is 9 months after the Incremental
Closing Date through (but not including) the date that is the
second anniversary of the closing date, $40 million multiplied by
50%,
(iii) from the second anniversary of the Incremental Closing Date
and thereafter, $40.0 million multiplied by 75% plus, in the case
of clause
(iv), interest accrued on $40 million at the Make-Whole Interest
Rate starting on the second anniversary of the Incremental Closing
Date and calculated as of any such date of determination. The
Make-Whole Interest Rate is a rate equal to 16.0% per annum, which
is increased by 2.0% per annum upon the occurrence and during the
continuation of an event of default under the Amended Subordinated
Credit Agreement.
Changes to Convertible Preferred Stock
In connection with the transactions, on March 3, 2025, the Company
and certain affiliates and related funds of Magnetar Capital LLC
and White Hat Capital Partners LP agreed to change certain terms of
the Company's Series B-2 Convertible Preferred Stock, par value
$0.10 per share. The changes provide:
(i) the holders of Series B-3 Convertible Preferred Stock (as
defined below) with a board observer right and
(ii) the Investors with certain information access rights.
White Hat Capital Partners LP, one of the Investors, is affiliated
with Mark Quinlan, a member of the Company's Board of Directors. To
effect the changes described above, the Company and the Investors
entered into a Subscription and Exchange Agreement pursuant to
which the Investors:
(i) exchanged, in a transaction exempt from registration
under the Securities Act of 1933, as amended, all of the 175,263.58
shares of Series B-2 Convertible Preferred Stock outstanding for
175,263.58 shares of the Company's newly issued Series B-3
Convertible Preferred Stock, par value $0.10 per share, with an
initial liquidation preference of $1,104.48 per share (the per
share liquidation preference of the Series B-2 Convertible
Preferred Stock as of the date of issuance), and
(ii) received 2,916.76 additional shares of Series B-3
Convertible Preferred Stock.
The Company will not receive any cash proceeds from the exchange
and issuance of Series B-3 Convertible Preferred Stock.
In connection with the closing of the Exchange, the Company entered
into Voting Agreements, substantially consistent with existing
agreements, with each of the Investors, pursuant to which the
Investors agreed, among other things, subject to the qualifications
and exceptions set forth in the Voting Agreements, to vote their
shares of Series B-3 Convertible Preferred Stock or shares issued
upon conversion of the Series B-3 Convertible Preferred Stock that
exceed, in the case of Magnetar, 16.50% of the Company's
outstanding voting power and, in the case of White Hat, 3.4999% of
the Company's outstanding voting power as of January 22, 2024, in
the same proportion as the vote of all holders (excluding the
Investors) of the Series B-2 Convertible Preferred Stock or the
Company's common stock, par value $0.10 per share, as applicable.
In connection with the Issuance, the existing voting agreements,
each dated as of October 17, 2024, by and between the Company and
the I
Except for the changes described above, the powers, preferences and
rights of the Series B-3 Convertible Preferred Stock are
substantially the same as those of the Series B-2 Convertible
Preferred Stock, including, without limitation, that the shares of
Series B-3 Convertible Preferred Stock are convertible into shares
of Common Stock at a conversion price of $7.99 per share of Common
Stock (the same as the conversion price of the Series B-2
Convertible Preferred Stock, and subject to the same adjustments)
Like the Series B-2 Convertible Preferred Stock, the Series B-3
Convertible Preferred Stock will provide for repurchase of the
Series B-3 Convertible Preferred Stock at the Company's option or
the holders' options upon the occurrence of specified asset sales.
Upon the occurrence of such repurchases by an Investor or the
Company, the Company will issue to each Investor whose shares of
Series B-3 Convertible Preferred Stock were repurchased a warrant
to purchase Common Stock. A Warrant will represent the right to
acquire Common Stock, as further described in the Subscription and
Exchange Agreement, for a term of five years and six months from
the issuance of such Warrant, in the amount of (x) the aggregate
Liquidation Preference of shares of Series B-3 Convertible
Preferred Stock purchased by the Company divided by (y) the
Conversion Price as of such Optional Repurchase Date or the
Optional Call Date, subject to adjustments set forth in the
Warrant, and with an initial exercise price equal to the Conversion
Price as of such Optional Repurchase Date or the Optional Call
Date, as applicable, in each case, subject to adjustments
substantially similar to the Series B-3 Convertible Preferred
Stock. Capitalized terms used but not defined in this paragraph
shall have the meanings ascribed to them in the Subscription and
Exchange Agreement.
Following completion of the Exchange and promptly after the related
cancellation of all the outstanding shares of Series B-2
Convertible Preferred Stock, the Company will file a Certificate of
Elimination of Series B-2 Convertible Preferred Stock of the
Company with the Secretary of State of Delaware as part of the
Company's Certificate of Incorporation in accordance with the
DGCL.
About Comtech Telecommunications Corp.
Headquartered in Chandler, Arizona, Comtech Telecommunications
Corp. -- www.comtech.com -- is a global provider of next-generation
911 emergency systems and secure wireless and satellite
communications technologies. This includes the critical
communications infrastructure that people, businesses, and
governments rely on when durable, trusted connectivity is required,
no matter where they are -- on land, at sea, or in the air -- and
no matter what the circumstances from armed conflict to a natural
disaster. The Company's solutions are designed to fulfill its
customers' needs for secure wireless communications in the most
demanding environments, including those where traditional
communications are unavailable or cost-prohibitive, and in
mission-critical and other scenarios where performance is crucial.
Jericho, New York-based Deloitte & Touche LLP, the Company's
auditor since 2015, issued a "going concern" qualification in its
report dated Oct. 30, 2024, citing that the Company has suffered
recurring losses and negative cash outflows from operations, and
may be unable to maintain compliance with financial covenants
required by its credit agreement that raise substantial doubt about
its ability to continue as a going concern.
Comtech Telecommunications disclosed $793,203,000 in total assets,
$494,139,000 in total liabilities, and $150,364,000 in total
stockholders' equity at October 31, 2024.
CYTOSORBENTS CORP: Delays Earning Report Due to Executive's Passing
-------------------------------------------------------------------
CytoSorbents Corporation (NASDAQ: CTSO) announced that it postponed
its previously announced earnings call scheduled for March 6, 2025
to allow more time to complete the annual financial audit following
the recent passing of the Company's Vice President and Corporate
Controller from natural causes.
The Company now expects to report fourth quarter and full year 2024
financial results after the market close on Tuesday, March 25,
2025. Management will host a live conference call, presentation
webcast, and a question-and-answer session starting at 4:30PM ET
the same day, and expects to file its Form 10-K in that timeframe.
The delay follows the unexpected passing of the Company's Vice
President and Corporate Controller, James E. Cason, Jr. Mr. Cason
had a long and successful career and worked with the Company for
the past 10 years.
"We are deeply saddened by the loss of our dear colleague, Jim,"
said Dr. Phillip Chan, Chief Executive Officer of CytoSorbents.
"Over the past decade, Jim was an exceptional leader, talented
colleague, and trusted friend who contributed greatly to the growth
and success of CytoSorbents, and was dedicated to our mission to
help save lives around the world. We extend our deepest condolences
to his family and many friends."
Dr. Chan continued, "Though we will miss Jim, we are fortunate to
have a strong financial team whose immediate focus has been to
support one another and to ensure an effective transition of Jim's
important responsibilities during this difficult time. We believe
this extension of time is a prudent decision to ensure the thorough
completion of the year-end audit."
The Company reiterates previously provided preliminary
expectations, including:
* Fourth quarter product revenue (excluding grant income) in
the range of $9.0 million to $9.2 million, representing 22% to 25%
growth versus $7.35 million in the fourth quarter of 2023
* Full-year product revenue (excluding grant income) in the
range of $35.4 million to $35.6 million, representing approximately
14% growth versus $31.1 million for the full-year 2023
* Fourth quarter product gross margin of approximately 70%,
compared to 61% in the prior quarter and 72% in the fourth quarter
of 2023
DrugSorb-ATR Marketing Applications:
The Company's marketing applications for DrugSorb-ATR continue to
be in substantive and interactive review with the U.S. FDA and
Health Canada, and the Company continues to expect regulatory
decisions from both agencies in 2025.
Estimated Pro-Forma December 31, 2024, Cash Balance and Q4 2024
Cash Burn
As previously disclosed, the Company has raised a total of $7.85
million of aggregate gross proceeds in the first quarter of 2025
inclusive of $6.25 million from the January 10, 2025, Rights
Offering, and $1.6 million from the related February 24, 2025,
exercise of Series A Right Warrants. Proceeds net of related fees
is approximately $7.3 million. The pro forma balance of cash, cash
equivalents, and restricted cash on December 31, 2024, after giving
effect to the Rights Offering and the exercise of Series A Right
Warrants as if they had occurred on December 31, 2024, would have
been approximately $17.0 million, including unrestricted cash of
approximately $15.5 million. These amounts reflect $7.3 million in
net proceeds raised and net cash used in the fourth quarter of 2024
of approximately $2.5 million.
The estimated financial results, proforma cash balance and estimate
of cash utilized in the fourth quarter remain preliminary and
unaudited.
About CytoSorbents
Based in Monmouth Junction, N.J., CytoSorbents Corporation is
engaged in critical care immunotherapy, specializing in blood
purification. Its flagship product, CytoSorb, is approved in the
European Union with distribution in more than 75 countries around
the world as an extracorporeal cytokine adsorber designed to reduce
the "cytokine storm" or "cytokine release syndrome" seen in common
critical illnesses that may result in massive inflammation, organ
failure, and patient death.
East Brunswick, New Jersey-based WithumSmith+Brown, PC, the
Company's auditor since 2004, issued a "going concern"
qualification in its report dated March 14, 2024, citing that the
Company has suffered recurring losses from operations, has
experienced cash used from operations, and has an accumulated
deficit, which raise substantial doubt about its ability to
continue as a going concern.
As of September 30, 2024, Cytosorbents had $47,804,011 in total
assets, $34,804,921 in total liabilities, and $12,999,090 in total
stockholders' equity.
DAATS COMPANIES: Seeks Chapter 11 Bankruptcy in Texas
-----------------------------------------------------
On March 14, 2025, DAATS Companies Inc. filed Chapter 11 protection
in the U.S. Bankruptcy Court for the Northern District of Texas.
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 DAATS Companies Inc.
DAATS Companies Inc. is a comprehensive trucking firm located in
Dallas, Texas, providing nationwide transport services, including
dry-van and refrigerated product shipments. The Company focuses on
urgent, same-day, and scheduled deliveries, prioritizing safety and
punctuality across the continental United States.
DAATS Companies Inc.sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Case No. 25-40894) on March 14,
2025. In its petition, the Debtor reports estimated assets and
liabilities between $1 million and $10 million each.
Honorable Bankruptcy Judge Edward L. Morris handles the case.
The Debtor is represented by:
Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
1412 Main St. Suite 500
Dallas TX 75202
Tel: (972) 503-4033
E-mail: joyce@joycelindauer.com
DANIMER SCIENTIFIC: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Danimer Scientific, Inc.
140 Industrial Boulevard
Bainbridge Georgia 39817
Business Description: Danimer is a performance-polymer company
specializing in renewable, biodegradable
bioplastics as alternatives to petroleum-
based plastics. It is a leading producer of
polyhydroxyalkanoate (PHA), a plant-based
ingredient used in products like straws,
food containers, and cutlery under the
proprietary Nodax brand. Danimer also
produces biopolymers from polylactic acid
(PLA) as a base resin. The Company operates
its PHA production facility in Winchester,
Kentucky, with a capacity of 55 million
pounds per year and its PLA production
facility in Bainbridge, Georgia, with a
capacity of 25 million pounds per year.
Chapter 11 Petition Date: March 18, 2025
Court: United States Bankruptcy Court
District of Delaware
Ten affiliates that simultaneously filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Danimer Scientific, Inc. (Lead Case) 25-10518
Meredian Holdings Group, Inc. 25-10519
Danimer Scientific Holdings, LLC 25-10520
Danimer Scientific Manufacturing, Inc. 25-10521
Meredian, Inc. 25-10522
Danimer Scientific, L.L.C. 25-10523
Danimer Scientific Kentucky, Inc. 25-10524
Novomer, Inc. 25-10525
Meredian Bioplastics, Inc. 25-10526
Danimer Bioplastics, Inc. 25-10527
Judge: Hon. Mary F Walrath
Debtors'
Delaware
Local Counsel: Daniel J. DeFranceschi, Esq.
Zachary I. Shapiro, Esq.
Matthew P. Milana, Esq.
Alexander R. Steiger, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Tel: (302) 651-7700
Fax: (302) 651-7701
Email: defranceschi@rlf.com
shapiro@rlf.com
milana@rlf.com
steiger@rlf.com
Debtors'
General
Bankruptcy
Counsel: George R. Howard, Esq.
David S. Meyer, Esq.
VINSON & ELKINS LLP
The Grace Building
1114 Avenue of the Americas, 32nd Floor
New York, New York 10036-7708
Tel: (212) 237-0000
Fax: (212) 237-0100
Email: ghoward@velaw.com
dmeyer@velaw.com
- and -
Trevor G. Spears, Esq.
Sara Zoglman, Esq.
2001 Ross Avenue, Suite 3900
Dallas, Texas 75201
Tel: (214) 220-7700
Fax: (214) 220-7716
Email: tspears@velaw.com
szoglman@velaw.com
Debtors'
Financial
Advisor: ALIXPARTNERS, LLP
Debtors'
Notice,
Claims &
Solicitation
Agent: STRETTO, INC.
Total Assets as of January 31, 2025: $622,533,713
Total Debts as of January 31, 2025: $449,489,059
The petitions were signed by Stephen Martin as chief legal offier
and corporate secretary.
A complete copy of the Lead Debtor's petition can be accessed for
free on PacerMonitor at:
https://www.pacermonitor.com/view/OF65EKI/Danimer_Scientific_Inc__debke-25-10518__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. U.S. Bank National Convertible Notes $216,946,864
Association
425 Walnut Street
Cincinnati, OH 45202
USA
Bradley Scarbrough
Phone: 213-615-6047
Email: bradley.scarbrough@usbank.com
2. Centerview Partners LLC Professional $700,000
31 West 52nd Street, 22nd Floor Services
New York, NY 10019
USA
General Counsel's Office
Phone: 212-380-2650
3. Shareholder Representative Sale $500,000
Services LLC Settlement
950 17th Street, Suite 1400 Adjustment
Denver, CO 80202
USA
Managing Director
Phone: 303-648-4085
Email: deals@srsacquiom.com
4. Kane Kessler, P.C. Professional $271,006
600 Third Ave, 35th Floor Services
New York, NY 10016-1901
USA
Rob Lawrence/Aris Haigian
Phone: 212-541-6222
Email: rlawrence@kanekessler.com/
ahaigian@kanekessler.com
5. NYSE Market (DE), Inc. Stock Exchange $225,674
11 Wall St
New York, NY 60673
USA
Lynn Martin
Phone: 212-656-3000
Email: ar@nyse.nyse.com
6. Mitsubishi Chemical Trade Debt $192,000
9115 Harris Corners Pkwy, Ste 300
Charlotte, NC 28269
USA
Cathy Baker / Dennis Tayler
Phone: 864-879-5761
Fax: 864-879-5618
Email: cathy.baker@mcgc.com /
dennis.taylor@mcgc.com
7. Bunge Trade Debt $186,942
1391 Timberlake Manor Parkway
Chesterfield, MO 63017
USA
Greg Heckman
Phone: 855-292-7581
Email: greg.heckman@bunge.com
8. BASF Corporation Trade Debt $157,146
29492 Network Place
Chicago, IL 60673-1294
USA
Karen Killeen
Phone: 862-229-3754
Email: karen.killeen@basf.com
9. Kentucky Utilities Utilities $155,298
500 Stone Rd
Lexington, KY 40503
USA
Tom Jessee
Phone: 800-331-7370
Email: 502-217-3000
10. Chemical Resources, Inc. Trade Debt $141,912
1121 Solutions Center
Chicago, IL 60677
USA
Teresa Brown
Phone: 502-367-2228
Fax: 502-367-6661
Email: brownt@chemgroup.com
11. Winchester Municipal Utilities Utilities $126,607
150 North Main St. PO Box 4177
Winchester, KY 40392
USA
Susie Kiniry
Phone: 859-744-5434
Email: susie@wmuutilities.com
12. American Welding & Gas Inc. Trade Debt $105,303
6944 S Pulaski Rd
Chicago, IL 60629
USA
Sean Bennett
Phone: 800-967-6874
Fax: 859-737-5312
Email: sean.bennett@awggases.com
13. Total Corbion PLA bv Trade Debt $99,739
Stadhuisplein 70 4203 NS
Gorinchem,
NLD
Chiel Rietvelt
Phone: 866-221-3372
Email: 713-483-5252
14. CBIZ Inc Trade Debt $94,050
5959 Rockside Woods Blvd. N., Suite 600
Cleveland, OH 44131
USA
Ceil Delsanter
Phone: 440-459-5882
Email: Ceil.Delsanter@marcumllp.com
15. Symmetry Energy Solutions, Inc Utilities $90,844
9811 Katy Freeway, Suite 1400
Houston, TX 77024
USA
Darlene Rivers
Phone: 888-200-3788
Email: darlene.rivers@symmetryenergy.com
16. NatureWorks, LLC Trade Debt $83,756
17400 Medina Road, Suite 800
Plymouth, MN 55447
USA
Jerry Goneau
Phone: 402-237-3886
Fax: 952-931-1454
Email: jerrry_goneau@natureworkllc.com
17. Omya, Inc. Trade Debt $77,939
9987 Carver Rd #300
Blue Ash, OH 45242
USA
Rabun Lewis
Phone: 770-500-0373
Fax: 802-776-8178
Emai: contact_ar_us@omya.com
18. Blough Tech, Inc. Trade Debt $76,918
119 S Broad St
Cairo, GA 39828
USA
Paul Blough
Phone: 229-377-8825
Fax: 229-377-6784
Email: paulblough@bloughtech.com
19. Peak Technical Services, Inc. Trade Debt $67,111
583 Epsilon Drive
Pittsburgh, PA 15238
USA
Daniel Tucker
Phone: 888-891-0845
Fax: 412-696-1043
Email: danieltucker@peaktechnical.com
20. Azelis Netherlands B.V. Trade Debt $63,200
Rijnerf 17 3861 PV Nijkerk
3743 KM BA Stationsplein 62,
BEL
Gerwin Elzinga
Phone: 31-355-485-896
Eamil: gerwin.elzinga@azelis.com
21. Vantage Specialties Inc. Trade Debt $52,037
563 Napor Blvd
Pittsburgh, PA 15205
USA
Mark Valentino
Phone: 847-280-0669
Fax: 773-579-5847
Email: mark.valentino@vantagegrp.com
22. Winchester Warehouse Trade Debt $49,923
1465 W. Lexington Ave
Winchester, KY 40391
USA
Steve Miller
Phone: 859-744-3191
Email: opman@kywarehouse.com
23. American Express Credit Card $45,893
200 Vesey Street
New York, NY 10285
USA
Laureen E. Seeger
Phone: 212-640-5574
Email: laureen.e.seeger@aexp.com
24. Delinea Inc. Trade Debt $45,833
221 Main St. Ste 1300
San Francisco, CA 94105
USA
Dianne Tayag
Phone: 669-444-5200
Email: dianne.tayag@c.delinea.com
25. Enerfab Process Solutions & Trade Debt $41,710
Fabricated Products
4430 Chickering Avenue
Cincinnati, OH 45232
USA
Aaron Landolt
Phone: 513-641-0500
Fax: 513-482-7699
Email: aaron.landolt@enerfab.com
26. Funke Filters, Inc. Trade Debt $41,214
464 Old State Rte 74
Cincinnati, OH 45244
USA
Miranda Cox
Phone: 800-543-7070
Fax: 513-528-5575
Email: mcox@funkefilters.com
27. KPMG LLP Professional $41,200
2323 Ross Ave Suite 1400 Services
Dallas , TX 75201
USA
Delane Myers
Phone: 770-920-7707
Email: fmyers@kpmg.com
28. FloQast, Inc Trade Debt $39,840
14721 Califa St.
Sherman Oaks, CA 91411
USA
Sydney Morris
Phone: 818-698-8262
Email: sydney.morris@floqast.com
29. Normec OWS Inc. Trade Debt $38,407
4738 Gateway Circle Ste. K208
Dayton, OH 45440
USA
Christopher Ecker
Phone: 614-769-5903
Email: christopher.ecker@normecgroup.com
30. International Paper Company Trade Debt $37,926
1645 International Park Dr SE
Atlanta, GA 30316
USA
Thomas Hamic
Phone: 513-248-6330
Fax: 513-248-6782
Email: tom.hamic@ipaper.com
DEBBIE OUTLAW: Seeks to Hire Frank B. Lyon as Legal Counsel
-----------------------------------------------------------
Debbie Outlaw Properties, LLC seeks approval from the U.S.
Bankruptcy Court for the Western District of Texas to employ The
Law Offices of Frank B. Lyon as its legal counsel.
The firm will render these services:
a. give the Debtor legal advice with respect to its powers and
duties as Debtor-in-Possession in the continued operation of its
business and management of its property;
b. advise the Debtor of its responsibilities under the
Bankruptcy Code and assist with such;
c. amend the voluntary petition and other paperwork necessary
to complete this proceeding;
d. assist the Debtor in preparing and filing the required
Schedules, Statement of Affairs, Monthly Financial Reports, the
Initial Debtor Report and other documents required by the
Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the
Local Rules of this Court and the administrative procedures of the
Office of the United States Trustee;
e. represent the Debtor in connection with adversary
proceedings and other contested and uncontested matters, both in
this Court and in other courts of competent jurisdiction,
concerning any and all matters related to these bankruptcy
proceedings and the financial affairs of the Debtor, including, but
not limited to, litigation affecting property of the Estate, suits
to avoid or determine lien rights or other property interests of
creditors and other parties in interest, objections to disputed
claims, motions to assume or reject leases and other executory
contracts, motions for relief from the automatic stay and motions
concerning the discovery of documents and other information
relating to any of the foregoing;
f. represent the Debtor in the negotiation and documentation
of any sales or refinancing of property of the estate, and in
obtaining the necessary approvals of such sales or refinancing by
this Court; and
g. assist the Debtor in the formulation of a plan of
reorganization and disclosure statement, and in taking the
necessary steps in this Court to obtain approval of such disclosure
statement and confirmation of such plan of reorganization.
The firm will be paid at these rates:
Frank B. Lyon $545 per hour
Sarah McHaney, Contract Attorney $295 per hour
Legal Assistants $125 to 225 per hour
Pre-petition, the Debtor paid the firm the sum of $26,758 of which
$17,768.50 went to pre-petition fees and expenses and $1,738.00 to
the Chapter 11 filing fee resulting in a retainer of $7,251.50.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Frank B. Lyon, Esq., a partner at The Law Offices of Frank B. Lyon,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Frank B. Lyon, Esq.
The Law Offices of Frank B. Lyon
3800 North Lamar Boulevard, Suite 200
Austin, Texas 78756
Telephone: (512) 345-8964
Facsimile: (512) 647-0047
Email: frank@franklyon.com
About Debbie Outlaw Properties, LLC
Debbie Outlaw Properties LLC operates in the real estate sector.
Debbie Outlaw Properties LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 25-10167) on
February 5, 2025. In its petition, the Debtor reports estimated
assets and liabilities between $10 million and $50 million each.
Honorable Bankruptcy Judge Shad Robinson handles the case.
The Debtor is represented by:
Frank B Lyon, Esq.
FRANK B LYON
PO Box 50210
Austin TX 78763
Tel: (512) 345-8964
Email: frank@franklyon.com
DEPANO BROS: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
The U.S. Trustee for Region 3 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of DePano Bros, LLC.
About DePano Bros
DePano Bros, LLC filed Chapter 11 petition (Bankr. E.D. Pa. Case
No. 25-10986) on March 12, 2025, listing up to $50,000 in both
assets and liabilities.
Judge Patricia M. Mayer oversees the case.
The Debtor is represented by:
Robert Glazer, Esq.
McLaughlin & Glazer
26 N. Third Street
Easton, PA 18042
610-258-5609
Fax: 610-258-4353
usbcglazer@gmail.com
DEREK L. MARTIN DMD: Seeks Subchapter V Bankruptcy in California
----------------------------------------------------------------
On March 14, 2025, Derek L. Martin, DMD Inc. filed Chapter 11
protection in the U.S. Bankruptcy Court for the Southern District
of California. According to court filing, the
Debtor reports $1,530,365 in debt owed to 1 and 49 creditors.
The petition states funds will be available to unsecured
creditors.
About Derek L. Martin, DMD Inc.
Derek L. Martin, DMD Inc. is a dental clinic providing a variety of
treatments, from standard fillings to aesthetic services such as
digitally-designed dental veneers.
Derek L. Martin, DMD Inc. sought relief under Subchapter V of
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Cal. Case No.
25-01018) on March 14, 2025. In its petition, the Debtor reports
total assets of $365,636 and total liabilities of $1,530,365.
The Debtor is represented by:
Bernard Hansen, Esq.
LAW OFFICES OF BERNARD M. HANSEN
3465 Camino del Rio, South #250
San Diego, CA 92108
Tel: 619-283-3371
E-mail: bernardmhansen@sbcglobal.net
DIOCESE OF ROCHESTER: Updates Abuse Claims Pay; Files Amended Plan
------------------------------------------------------------------
The Diocese of Rochester and the Official Committee of Unsecured
submitted a Disclosure Statement in support of the Seventh Amended
Joint Chapter 11 Plan of Reorganization dated February 27, 2025.
This Plan provides for the financial restructuring of the Diocese
and the settlement of all, or substantially all, Claims against the
Diocese, including, without limitation, the settlement of all Abuse
Claims against the Diocese and the Participating Parties.
The Plan provides for payment in full of all Administrative Claims,
Priority Tax Claims, Non-Tax Priority Claims, Professional Fee
Claims, and U.S. Trustee Fee Claims, leaves unimpaired any Allowed
Secured Claims or Pass-Through claims, provides for deferred
payments equal to the full Allowed amount of any General Unsecured
Claims, and establishes the Abuse Claims Settlement Fund to be held
by the Trust to compensate holders of Abuse Claims. Inbound
Contribution Claims against the Diocese are disallowed and
extinguished pursuant to the Plan.
The Plan provides that funding for the Trust and the Abuse Claims
Settlement Fund will be provided from, among other potential
sources of recovery, a cash contribution by the Diocese and other
Participating Parties in the aggregate amount of $55 million, and
insurance settlement payments paid pursuant to Insurance Settlement
Agreements with various Settling Insurers. As of the date of this
Plan, the Diocese and the Committee have agreed to accept a total
of $71.35 million in settlement payments from four Settling
Insurers, LMI, Underwriters, Interstate, and First State, in
exchange for entering into Insurance Settlement Agreements with
respect to their respective Insurance Policies.
Continental Insurance Company ("CNA") is the only Non-Settling
Insurer that has not settled with the Diocese and the Committee. If
a Non-Settling Insurer, the, Diocese and the Committee can reach
agreement on an Insurance Settlement Agreement prior to
confirmation of the Plan, the Plan provides that such Non-Settling
Insurer may become a Settling Insurer and for settlement proceeds
resulting therefrom to be used to further supplement the Abuse
Claims Settlement Fund.
To the extent no settlement is achieved, the Plan provides for the
assignment of Insurance Claims held by the Diocese or other
Participating Parties to the Trust, and establishes a framework for
post-confirmation litigation of Insurance Claims and Litigation
Claims seeking recovery from the Non-Settling Insurer. The
Committee has previously rejected a settlement offer from CAN in
the amount of $63.5 million, and Abuse Claimants overwhelmingly
voted to reject a $75 million settlement offer made in connection
with a Chapter 11 plan proposed by CNA. CNA has similarly rejected
the Committee's most recent settlement offer of $171 million. The
Committee, in consultation with State Court Counsel representing
approximately seventy percent of all Abuse Claimants has
acknowledged and accepted the risk inherent in pursuing post
confirmation recovery from CNA in the absence of a settlement.
Class 4 Claims include all asserted and unasserted Abuse Claims. On
the Effective Date and subject to the Plan provisions, the Trust
shall assume liability for all Abuse Claims, including Adult Abuse
Claims and Unknown Abuse Claims, in accordance with and under the
Plan and Trust Documents. Distributions shall be made to holders of
Abuse Claims on a fair and equitable basis, pursuant to and in
accordance with the terms of this Plan and the Trust Documents. The
Trust will initially distribute at least $105 million to Filed
Abuse Claimants and will reserve at least $17.5 million to fund
operational expenses and costs of litigation with CNA and
sufficient funds to establish the Unknown Abuse Claim Fund.
The payment of the Class 4 Claims by the Trust will not, prior to
the occurrence of the Abuse Claim Discharge Date, constitute a
release, accord, or novation of the Diocese's or the Participating
Parties' liability with respect to the Class 4 Claims; provided,
however, for the avoidance of doubt: (i) the entirety of the
Diocese's liability with respect to the Class 4 Claims shall be
discharged under Bankruptcy Code section 1141(d), in accordance
with Section 12.2, and all of the Protected Parties' liabilities
with respect to any Consenting Class 4 Claims are subject to the
Channeling Injunction and the releases under the Plan; (ii) all
holders (including Class 4 Claimants) of Channeled Claims against
the Settling Insurers are subject to the Channeling Injunction; and
(iii) all holders (including Class 4 Claimants) of Barred Claims
against the Settling Insurers are subject to the Settling Insurer
Injunction.
Nothing in this Plan affects, diminishes or impairs any Class 4
Claimant's rights against any Joint Tortfeasor, including that
Joint Tortfeasor's comparative fault or joint and several liability
for Abuse, if any. In any litigation against a Joint Tortfeasor,
nothing in this Plan or the Plan Documents shall be deemed an
adjudication of a Class 4 Claim for any purpose or a limitation on
the recovery against such Joint Tortfeasor; provided, however, that
the Channeling Injunction and Settling Insurer Injunction
respectively bar any recovery of a Channeled Claim or Barred Claim
from any Settling Insurer Releases, any Settling Insurer's Related
Persons, or the property or assets of either (including the
Purchased Property).
As of the Effective Date of the Plan, and without any further order
from the Bankruptcy Court or further action from any party, the
Trust shall fully assume (a) the liability of the Protected Parties
for all Channeled Claims and Non-Consenting DOR Class 4 Claims, in
each case pursuant to the Channeling Injunction set forth in
Section 12.3 of the Plan, and (b) the liability (if any) of the
Settling Insurers for any and all Barred Claims. All Consenting
Class 4 Claims and Non-Consenting DOR Class 4 Claims shall be
satisfied solely from the Trust as set forth in the Plan, the Trust
Agreement, and the Allocation Protocol.
Each Settling Insurer shall purchase its Settling Insurer Policy
and Claims related thereto free and clear of all Claims, Interests,
and other rights of any nature, whether at law or in equity,
pursuant to sections 105, and 363 of the Bankruptcy Code, and the
terms of such Settling Insurer's Insurance Settlement Agreement.
All Administrative Claims, Priority Tax Claims, Non-Tax Priority
Claims, Secured Claims, General Unsecured Claims, and Pass-Through
Claims will be paid by the Diocese or the Reorganized Diocese. All
Distributions to be made under the Plan on account of Abuse Claims
will be paid solely from the Trust to be established for the
purpose of receiving, liquidating, and distributing Trust Assets in
accordance with this Plan, the Allocation Protocol, and the Trust
Agreement.
A full-text copy of the Seventh Amended Joint Plan dated February
27, 2025, is available at https://urlcurt.com/u?l=6e6Miw from
Stretto, the claims agent.
Counsel to The Diocese of Rochester:
Stephen A. Donato, Esq.
Charles J. Sullivan, Esq.
Grayson T. Walter, Esq.
BOND, SCHOENECK & KING, PLLC
One Lincoln Center
Syracuse, NY 13202-1355
Telephone: (315) 218-8000
Facsimile: (315) 218-8100
E-mail: donatos@bsk.com
sullivc@bsk.com
walterg@bsk.com
James R. Murray, Esq.
James Carter, Esq.
BLANK ROME LLP
1825 Eye Street NW
Washington, DC 20006
Telephone: (202) 420-3409
E-mail: jim.murray@blankrome.com
james.carter@blankrome.com
Counsel to the Official Committee of Unsecured Creditors
James I. Stang, Esq.
Ilan D. Scharf, Esq.
Iain A. W. Nasatir, Esq.
Brittany M. Michael, Esq.
PACHULSKI STANG ZIEHL & JONES, LLP
780 Third Avenue, 34th Floor
New York, NY 10017-2024
Telephone: (212) 561-7700
Facsimile: (212) 561-7777
E-mail: jstang@pszjlaw.com
ischarf@pszjlaw.com
inasatir@pszjlaw.com
bmichael@pszjlaw.com
Timothy W. Burns, Esq.
Jesse J. Bair, Esq.
BURNS BAIR LLP
10 E. Doty St., Suite 600
Madison, WI 53703
Telephone: 608-286-2808
E-mail: tburns@burnsbair.com
jbair@burnsbair.com
About The Diocese of Rochester
The Diocese of Rochester in upstate New York provides support to 86
Roman catholic parishes across 12 counties in upstate New York. It
also operates a middle school, Siena Catholic Academy. The diocese
has 86 full-time employees and six part-time employees and provides
medical and dental benefits to an additional 68 retired priests and
two former priests.
The diocese generated $21.88 million of gross revenue for the
fiscal year ending June 30, 2019, compared with a gross revenue of
$24.25 million in fiscal year 2018.
The Diocese of Rochester filed for Chapter 11 bankruptcy protection
(Bankr. W.D.N.Y. Case No. 19-20905) on Sept. 12, 2019, amid a wave
of lawsuits over alleged sexual abuse of children. In the
petition, the diocese was estimated to have $50 million to $100
million in assets and at least $100 million in liabilities.
Bond, Schoenec & King, PLLC and Bonadio & Co. serve as the
diocese's legal counsel and accountant, respectively. Stretto is
the claims and noticing agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the diocese's Chapter 11 case. Pachulski
Stang Ziehl & Jones, LLP, and Berkeley Research Group, LLC, serve
as the committee's legal counsel and financial advisor,
respectively.
DOVETAIL DEVELOPMENT: To Sell Paulding Property to Samuel Ladd
--------------------------------------------------------------
Dovetail Development Ltd. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Ohio, Western Division, to sell
Real Property, free and clear of liens, interests, and
encumbrances.
The Debtor owns numerous parcels of real property, including real
property with the address of 621 E. Wayne Street, Paulding, Ohio
45879, which values at $31,200.00.
The Debtor's Property is unencumbered.
The Debtor receives an offer from Samuel Ladd to purchase the
Property for $80,000.00.
Other salient terms under the Purchase Agreement are:
(a) Buyer has placed a deposit of $500.00, to be applied toward the
Purchase Price;
(b) The Purchase Agreement is contingent upon the Buyer receiving
Welcome Home Funds, but the Buyer is pre-approved with Midwest
Community Federal Credit. There was also another contingency which
as of March
12, 2025 has been resolved and based on such resolution the Debtor
is now filing this Motion to Sell.
(c) Parties to split the closing costs.
(d) Closing to be on or before April 8, 2025
The proceeds received from the sale of the Property will be
distributed in order of priority as follows:
(1) reasonable and necessary costs and fees to complete and
effectuate a sale of the Property;
(2) Any real estate taxes and pro-rated non-delinquent real estate
taxes;
(3) The commission to Straley Realty of 5%; and
(4) Net proceeds to Debtor
The Debtor seeks to sell the Property free and clear of liens,
interests, and encumbrances.
About Dovetail Development Ltd.
Dovetail Development Ltd. is a limited liability company formed in
1999.
Dovetail Development sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ohio Case No. 24-30828) on May 1,
2024, with up to $50,000 in assets and up to $500,000 in
liabilities.
Judge John P. Gustafson presides over the case.
Steven L. Diller, Esq., at Diller and Rice, LLC, is the Debtor's
legal counsel.
E.W. SCRIPPS: Davis Polk Advises Term Loan Lenders on Refinancing
-----------------------------------------------------------------
Davis Polk is advising an ad hoc group of term loan lenders to The
E.W. Scripps Company on an out-of-court restructuring of up to $1.3
billion of existing term loans. On March 11, 2025, Scripps entered
into a transaction support agreement with lenders representing more
than 70% of the aggregate principal amount of Scripps' outstanding
tranche B-2 term loans due May 2026 and tranche B-3 term loans due
June 2028. As part of the transaction, consenting term loan lenders
will exchange (a) certain of the existing B-2 term loans for new
term loans due June 2028 and (b) existing B-3 term loans for a
combination of new term loans due June 2028 and new term loans due
November 2029. The B-2 term loans not exchanged will be repaid with
proceeds of a $450 million accounts receivable securitization
facility and new money term loans due June 2028 that are
backstopped by consenting holders.
Scripps is a diversified media company headquartered in Cincinnati,
Ohio. As one of the nation's largest local TV broadcasters, Scripps
operates a portfolio of more than 60 stations in 40+ markets. The
company owns national news outlets Scripps News and Court TV and
entertainment brands ION, ION Plus, ION Mystery, Bounce, Grit and
Laff. Scripps is also the nation's largest holder of broadcast
spectrum.
The Davis Polk restructuring team includes partner Damian S.
Schaible, counsel Aryeh Ethan Falk and associate Motty (Mordechai)
Rivkin. The finance team includes counsel Jon Finelli and Brian
Hecht and associates Joseph William Bretschneider and Linyang Wu.
The tax team includes partner Lucy W. Farr, counsel Tracy L.
Matlock and associates Alanna Phillips, Caroline Peters and
Valentin Van de Walle. All members of the Davis Polk team are based
in the New York office.
Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited
liability partnership, and its associated entities.
About Scripps
The E.W. Scripps Company (NASDAQ: SSP) is a diversified media
company focused on creating a better-informed world. As one of the
nation's largest local TV broadcasters, Scripps serves communities
with quality, objective local journalism and operates a portfolio
of more than 60 stations in 40+ markets. Scripps reaches households
across the U.S. with national news outlets Scripps News and Court
TV and popular entertainment brands ION, ION Plus, ION Mystery,
Bounce, Grit and Laff. Scripps is the nation's largest holder of
broadcast spectrum. Scripps is the longtime steward of the Scripps
National Spelling Bee. Founded in 1878, Scripps' long-time motto
is: "Give light and the people will find their own way."
E.W. SCRIPPS: Inks Deals to Refinance Revolver, Term Loans
----------------------------------------------------------
The E.W. Scripps Company (NASDAQ: SSP) has entered into a
transaction support agreement with lenders representing more than
70% of the aggregate principal amount of Scripps' outstanding
tranche B-2 term loans due May 2026 and tranche B-3 term loans due
June 2028.
The company has also entered into commitment letters with accounts
receivable securitization providers for a new A/R securitization
facility and its revolving banks to extend a portion of its
revolving credit facility through July 2027. These transactions
will provide Scripps the runway and liquidity to continue the
progress of its strategic and operating initiatives.
The transactions include:
* Repayment or extension of up to $1.3 billion of existing
term loans
The initial consenting lenders holding existing B-2 term loans will
exchange certain of their existing B-2 term loans (not otherwise
repaid as part of these transactions) for new B-2 term loans due
June 2028 and initial consenting lenders holding existing B-3 term
loans will exchange their existing B-3 term loans for a combination
of new B-2 term loans and new B-3 term loans due November 2029.
* New committed financings to support successful execution of
the transactions
The company executed commitment letters with new lenders to provide
for a $450 million accounts receivable securitization facility,
with a portion of such proceeds used to partially repay the
existing B-2 term loans and certain initial consenting holders to
provide new B-2 term loans, the proceeds of which will be used for
cash repayment of any existing B-2 term loans not exchanged or
repaid with the proceeds of the accounts receivable securitization
facility.
* Commitment to enter into a new revolving credit facility to
support go forward liquidity
The company executed a commitment letter with certain existing
lenders to provide a new $208 million revolving credit facility due
July 2027. The new revolving credit facility will extend and
substantially replace a portion of the company's existing revolving
credit facility, with the remaining committed amount of the
existing revolver still available for draw.
All holders of existing B-2 term loans and existing B-3 term loans
will be offered the opportunity to exchange their term loans for
new B-2 term loans and/or new B-3 term loans, as applicable.
Following the transactions, no existing B-2 term loans will remain
outstanding. Existing B-3 term loans that remain outstanding after
the transaction will be subordinated in right of payment to the new
B-2 term loans, new B-3 term loans, new revolving credit facility
and non-extended revolving credit facility. The company expects to
complete the transactions by April.
"Our agreement includes a series of actions to transform Scripps'
balance sheet and strengthen our ability to implement key strategic
initiatives that support our ongoing transformation," Scripps Chief
Financial Officer Jason Combs said. "We are grateful for the
broad-based support from our existing and new investors that
contributed to this attractive refinancing. As we move forward, we
remain focused on improving the company's operating performance,
managing our debt and positioning the company for the future."
Simpson Thacher & Bartlett LLP served as counsel and Perella
Weinberg Partners served as financial advisor to the company. Davis
Polk & Wardwell LLP served as counsel and Moelis & Company LLC
served as financial advisor to an ad hoc group of certain of the
initial consenting holders. Cahill Gordon & Reindel LLP acted as
counsel to JPMorgan Chase Bank, N.A., as left lead arranger with
respect to the new revolving credit facility. Mayer Brown LLP
served as counsel to PNC Bank, National Association, as
administrative agent and a lender with respect to the new accounts
receivable securitization facility. Orrick Herrington & Sutcliffe
LLP served as counsel to KKR Credit Advisors (US) LLC, on behalf of
itself, certain of its affiliates and its or their managed funds
and accounts, as a lender with respect to the new accounts
receivable securitization facility.
A full-text copy of the Company's Report filed on Form 8-K with the
Securities and Exchange Commission that contains further details
regarding the terms of the transactions is available at:
https://tinyurl.com/mh8jut7e
About E.W. Scripps
The E. W. Scripps Company is an American broadcasting company
founded in 1878 as a chain of daily newspapers by Edward Willis "E.
W." Scripps.
* * *
The Troubled Company Reporter reported on Jan. 10, 2025, that S&P
Global Ratings placed all of S&P's ratings on E.W. Scripps Co.,
including the 'B-' issuer credit rating, on CreditWatch with
negative implications.
In Feb. 2025, Fitch Ratings has downgraded The E.W. Scripps
Company's (Scripps) Long-Term Issuer Default Rating (IDR) to 'CCC'
from 'B', due to constrained liquidity and increased refinancing
risk. The senior secured issue rating was downgraded to 'B-' from
'BB' with a Recovery Rating of 'RR2' from 'BB'/'RR1'. Additionally,
the senior unsecured issue ratings were downgraded to 'CC'/'RR6'
from 'B+'/'RR3'.
EARTH SCIENCE: Amends Las Villas Deal to Reduce Price to $200K
--------------------------------------------------------------
Earth Science Tech, Inc. disclosed in a Form 8-K Report filed with
the U.S. Securities and Exchange Commission that on March 15, 2025,
a Florida corporation, amended its January 30, 2025, Acquisition
Agreement with Las Villas Healthcare, LLC and Doconsultations.com,
LLC. The amendment reduces the purchase price from $400,000 to
$200,000.
Under the terms of the original agreement, Las Villas Healthcare
and Doconsultations.com had already received an initial payment of
$50,000. The remaining balance of $150,000 will be paid at closing,
which is scheduled to occur following the completion of the ongoing
90-day due diligence period.
About Earth Science Tech
Miami, Fla.-based Earth Science Tech, Inc. was incorporated under
the laws of the State of Nevada on April 23, 2010, subsequently
changed to the State of Florida on June 27, 2022. As of November 8,
2022, the Company is a holding entity set to acquire companies with
its current focus in the health and wellness industry. The Company
is presently in compounding pharmaceuticals and telemedicine
through its wholly owned subsidiaries RxCompoundStore.com, LLC.,
Peaks Curative, LLC., and Earth Science Foundation, Inc.
Boca Raton, Fla.-based R. Bolko, CPA P.A, the Company's auditor
since 2022, issued a "going concern" qualification in its report
dated April 16, 2024, citing that the Company has suffered negative
cash flows and has a significant accumulated deficit. These factors
raise substantial doubt about the Company's ability to continue as
a going concern.
EMERGENT BIOSOLUTIONS: Reports $190.6 Million Net Loss in 2024
--------------------------------------------------------------
Emergent BioSolutions Inc. filed its Annual Report on Form 10-K
with the U.S. Securities and Exchange Commission, reporting a net
loss of $190.6 million on total revenue of $1.04 billion for the
year ending Dec. 31, 2024. This compares to a net loss of $760.5
million on total revenue of $1.05 billion for the year ending Dec.
31, 2023.
The Company has historically financed its operating and capital
expenditures through existing cash and cash equivalents, cash from
operations, development contracts and grant funding and borrowings
under various credit agreements, including the Term Loan Agreement
and other lines of credit it has established from time to time.
In evaluating the Company's ability to continue as a going concern
in prior periods including through the second quarter of 2024, the
Company took into account the potential mitigating effects of
management's previously disclosed plans to mitigate the substantial
doubt about the Company's ability to continue as a going concern,
which plans had not yet been fully implemented. During the third
quarter of 2024, the Company made significant progress implementing
these plans, which progress is described below. As a result, the
Company concluded that as of September 30, 2024, it alleviated
substantial doubt about the Company's ability to continue as a
going concern within 12 months after the date that the 2024 third
quarter financial statements were issued.
During the third quarter of 2024, the Company entered into a credit
agreement which provides for a term loan of $250 million and a
credit agreement for asset-based revolving loans with maturity
dates that can extend through the second quarter of 2029. Also
during the third quarter, the Company repaid all amounts
outstanding under its Amended and Restated Credit Agreement, dated
October 15, 2018, by and among the Company, the lenders party
thereto from time to time, and Wells Fargo Bank, National
Association, as the Administrative Agent. As of December 31, 2024,
there was $250 million outstanding under the Term Loan Agreement.
The Revolving Credit Agreement provides for commitments with
respect to asset-based revolver loans of up to the lesser of (x)
$100 million, which may be increased (but not above $125 million,
or the "Maximum Revolver Amount") or decreased (but not below $50
million) by the Borrowers in accordance with the terms of the
Revolving Credit Agreement and (y) the Borrowing Base (as defined
in the Revolving Credit Agreement). Once reduced, the facility may
not be increased. As of December 31, 2024, there were no
outstanding Revolving Loans. For more information about the Senior
Secured Credit Facilities. As of December 31, 2024, the Company was
in compliance with all the covenants under the Senior Secured
Credit Facilities.
During the year ended December 31, 2024, the Company generated cash
through the sale of certain assets, including the RSDL®
Transaction, which provided for a cash purchase price of
approximately $75.0 million; and the Camden Transaction, which
provided for a cash purchase price of approximately $35.0 million,
which includes customary closing adjustments for working capital
and transaction expenses of the business at closing. Additionally,
the Company received funds of $50.0 million in connection with the
confidential arbitration settlement with Janssen Pharmaceuticals,
Inc., one of the Janssen Pharmaceutical Companies of Johnson &
Johnson, related to the 2022 termination of the Company's
manufacturing services agreement with Janssen. Additionally, the
Company has realized positive operational impacts of its
restructuring and cost savings initiatives, including the closure
of certain Bioservices facilities and reductions in force.
As of December 31, 2024, the Company had unrestricted cash and cash
equivalents of $99.5 million and available borrowing capacity of up
to $100.0 million under the Revolving Credit Agreement. The Company
believes that its sources of liquidity, including debt and cash
flows from operating activities, are adequate to fund its
operations for at least the next 12 months from the issuance of
these consolidated financial statements.
"As we close out 2024, I'm proud to share we delivered favorable
full-year financial results driven by our core products, all the
while, completing a series of strategic stabilization actions to
strengthen our financial position ahead of plan," said Joe Papa,
president and chief executive officer of Emergent. "This strong
foundation enables Emergent to focus on profitable revenue growth
and cash generation as we move forward with turnaround activities,
a critical phase in our multi-year transformation plan. Our results
and progress are a testament to the hard work and dedication of our
entire team, and we believe Emergent's future will be defined by
the durability of our business, opportunities for new markets and
innovation, and a steadfast commitment to protecting and saving
lives."
A full-text copy of the Company's Form 10-Q is available at:
https://tinyurl.com/2azzsjxz
About Emergent BioSolutions
Headquartered in Gaithersburg, Md., Emergent BioSolutions Inc. is a
global life sciences company focused on providing innovative
preparedness and response solutions addressing accidental,
deliberate, and naturally occurring public health threats. The
Company's solutions include a product portfolio, a product
development portfolio, and a contract development and manufacturing
services portfolio.
As of Dec. 31, 2024, Emergent had $1.4 billion in total assets,
$906.9 million in total liabilities, and $482.8 million in total
stockholders' equity.
* * *
This concludes the Troubled Company Reporter's coverage of Emergent
BioSolutions Inc. until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
ENGLOBAL CORP: Ch. 11 Filing Triggers Default in Alliance 2000 Loan
-------------------------------------------------------------------
On March 5, 2025, ENGlobal Corporation and certain of its
wholly-owned direct and indirect subsidiaries, ENGlobal U.S., Inc.,
ENGlobal Government Services, Inc., and ENGlobal Technologies, LLC,
filed voluntary petitions seeking relief under Chapter 11 of Title
11 of the United States Code in the United States Bankruptcy Court
for the Southern District of Texas, Houston Division.
The Debtors have filed a motion with the Court seeking joint
administration of the Chapter 11 Cases for procedural purposes only
under the caption In re ENGlobal Corporation., et al. (Case No.
25-90083). The Debtors continue to operate their business and
manage their properties as "debtors-in-possession" under the
jurisdiction of the Court and in accordance with the applicable
provisions of the Code and orders of the Court. The Debtors are
also filing various "first day" motions with the Court requesting
customary relief that is intended to facilitate the Company's
ability to continue its ordinary course operations.
The Debtors intend to use the court-administered restructuring
process to preserve value and support its ongoing strategic
alternatives process. The Debtors are engaged in discussions with a
party to provide debtor-in-possession financing and act as a
stalking horse bidder, and intend to present an agreement to the
Court as early as next week in order to enter into a sale
transaction.
Court filings and other information related to the Chapter 11 Case
are available at a website administered by the Company's noticing
and claims agent https://cases.ra.kroll.com/ENGlobal/
Okin Adams Bartlett Curry LLP is serving as legal counsel and
Getzler Henrich & Associates is serving as restructuring advisors
to the Company.
The Company disclosed in a Form 8-K filed with the Securities and
Exchange Commission that the filing of the Chapter 11 Cases
constitutes an event of default that accelerated obligations under
certain debt instruments and agreements, including the Amended and
Restated Credit Agreement dated April 24, 2024, with Alliance 2000,
Ltd. and the Loan and Security Agreement dated February 19, 2025,
with an unaffiliated party. Any efforts to enforce payment
obligations under the Debt Instruments are automatically stayed as
a result of the Chapter 11 Case and the creditors' rights in
respect of the Debt Instruments are subject to the applicable
provisions of the Code.
The Company cautions that trading in the Company's securities
during the pendency of the anticipated Chapter 11 Cases is highly
speculative and poses substantial risks. Trading prices for the
Company's securities may bear little or no relationship to the
actual recovery, if any, by holders of the Company's securities in
the anticipated Chapter 11 Cases.
About Englobal Corp.
Englobal Corp. and affiliates provide innovative project solutions
with expertise in engineering, automation, and government
services,
supported by a workforce of over 100 employees and contractors in
Houston and Tulsa. Their engineering group offers services such as
engineering, procurement, construction management, and fabricated
products for industries like refineries, petrochemicals, renewable
energy, and transportation. The automation group designs and
integrates modular systems, including control systems and data
monitoring, for both new and existing facilities. Additionally,
the
government services group specializes in process control system
design, integration, and maintenance for U.S. government agencies
and commercial clients.
Englobal Corp. and affiliates sought relief under Chapter 11 of
the
U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case. No. 25-90083) on
March 5, 2025. In its petition, the Debtor reports estimated
assets
and liabilities between $10 million and $50 million each.
Honorable Bankruptcy Judge Alfredo R. Perez handles the case.
The Debtor is represented by Christopher Adams, Esq., Ryan A.
O'Connor, Esq., John Thomas Oldham, Esq., and Madeline Schmidt,
Esq., at OKIN ADAMS BARTLETT CURRY LLP, in Houston, Texas.
ENGLOBAL CORP: Seeks to Sell Service Business at Auction
--------------------------------------------------------
ENGlobal Corp. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas, Houston
Division, to sell substantially all of its Assets, free and clear
of liens, interests, and encumbrances.
The Debtors, comprised of ENGlobal Corporation, and it's three
wholly-owned subsidiaries ENGlobal U.S., Inc., ENGlobal Government
Services, Inc., and ENGlobal Technologies LLC are a provider of
innovative, delivered project solutions with a unique threeprong
core competency that includes: Engineering, Automation, and
Government Services. The Debtors are able to deliver these
solutions to clients by combining vertically integrated engineering
and professional project execution services with automation and
systems integration expertise.
The Debtors' engineering group focuses on providing engineering,
procurement and construction management services as well as
fabricated products to downstream refineries, petrochemical, and
renewable energy facilities as well as midstream pipeline, storage
and other transportation related companies. These services are
often applied to small capital improvement and maintenance projects
within refineries and petrochemical facilities. For transportation
clients, the Debtors work on facilities that include pumping,
compression, gas processing, metering, storage terminals, product
loading and blending systems.
The Debtors' automation group designs, integrates and commissions
modular systems that include electronic distributed control,
on-line process analytical data, continuous emission monitoring,
and electric power distribution. Often these packaged systems are
housed in a fabricated metal enclosure, modular building or
freestanding metal rack, which are commonly included in the scope
of work. The Debtors provide automation engineering, procurement,
fabrication, systems integration, programing and on-site
commissioning services to their clients for both new and existing
facilities.
The Debtors' government services group provides services related to
the design, integration and implementation of process distributed
control, advanced automated data gathering systems, automated fuel
handling systems, information technology and the maintenance of
these systems primarily to the U.S. Government globally, as well as
state and local government agencies and small commercial accounts.
The Debtors were authorized to obtain secured post-petition
financing in a principal amount not to exceed
$2,500,000 consisting of a maximum new money commitment of up to
$2,100,000 and; a conversion of $400,000 of the Prepetition Bridge
Loan to loans under the DIP Facility from Gulf Island Fabrication,
Inc. Of that amount, $750,000 was made immediately available upon
entry of the Interim DIP Order.
The DIP Loans will permit the Debtors to sustain operations and
fund the Chapter 11 Cases while the Debtors conduct a process for
the Sale of their Assets.
The Debtors request they be authorized, but not directed, to select
one or more bidders to act as stalking horses and to enter into an
asset purchase agreement with such Stalking Horse Purchaser.
The Stalking Horse Selection Notice will: contain information
regarding the Stalking Horse Purchaser,
its bid for applicable Purchased Assets, and any Bid Protections
that may be payable to the Stalking Horse Purchaser pursuant to the
Bidding Procedures Order and Bidding Procedures approved by the
Court; and attach a copy of the proposed Stalking Horse Agreement.
The bidding procedure schedules are:
-- Stalking Horse Designation Deadline on April 7, 2025
-- Stalking Horse Objection Deadline will be 5 days after the
Debtors file a Stalking Horse Selection Notice
-- Bid Deadline April 17, 2025 at 5:00 p.m. (prevailing Central
Time)
-- Qualified Bids Determined on April 21, 2025 at 10:00 a.m.
(prevailing Central Time)
-- Contract Objection Deadline on April 21, 2025 at 5:00 p.m.
(prevailing Central Time)
-- Sale Objection Deadline on April 21, 2025 at 5:00 p.m.
(prevailing Central Time)
-- Auction Date on April 22, 2025 at 10:00 a.m. (prevailing Central
Time)
-- Adequate Assurance Objection Deadline on April 23, 2025 at 5:00
p.m. (prevailing Central Time)
-- Auction Objection Deadline April 23, 2025 at 5:00 p.m.
(prevailing Central Time)
-- Sale Hearing Date, Subject to Court availability and approval of
the Sale Hearing
The Debtors propose to sell its Assets free and clear of all liens,
claims, and encumbrances.
The Debtors assert that the Bidding Procedures proposed are
designed to maximize the value received for the Assets by
facilitating a competitive bidding process in which all Potential
Bidders are encouraged to participate and expend the time and
resources necessary to submit competing bids, taking into account
the financial exigencies facing the Debtors.
About ENGlobal Corp.
Englobal Corp. and affiliates provide innovative project solutions
with expertise in engineering, automation, and government services,
supported by a workforce of over 100 employees and contractors in
Houston and Tulsa. Their engineering group offers services such as
engineering, procurement, construction management, and fabricated
products for industries like refineries, petrochemicals, renewable
energy, and transportation. The automation group designs and
integrates modular systems, including control systems and data
monitoring, for both new and existing facilities. Additionally, the
government services group specializes in process control system
design, integration, and maintenance for U.S. government agencies
and commercial clients.
Englobal Corp. and affiliates sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case. No. 25-90083) on
March 5, 2025. In its petition, the Debtor reports estimated assets
and liabilities between $10 million and $50 million each.
Honorable Bankruptcy Judge Alfredo R. Perez presides over the
case.
Christopher Adams, Esq., Ryan A. O'Connor, Esq., John Thomas
Oldham, Esq., and Madeline Schmidt, Esq., at OKIN ADAMS BARTLETT
CURRY LLP, represent the Debtor as counsel.
ENVERIC BIOSCIENCES: Regains Nasdaq Listing Bid Price Compliance
----------------------------------------------------------------
Enveric Biosciences, Inc., disclosed in a Form 8-K filed with the
Securities and Exchange Commission that on March 4, 2025, it
received notice from the Nasdaq Office of General Counsel that the
Company has regained compliance with Nasdaq Listing Rule
5550(a)(2), the bid price rule.
About Enveric Biosciences
Enveric Biosciences (NASDAQ: ENVB) -- http://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, The Psybrary, the
Company has created a robust intellectual property portfolio of
new
chemical entities for specific mental health indications. The
Company's lead program, the EVM201 Series, comprises next
generation synthetic prodrugs of the active metabolite, psilocin.
The Company is developing the first product from the EVM201 Series
- EB-002 - for the treatment of psychiatric disorders. The
Company
is also advancing its second program, the EVM301 Series - EB 003 -
expected to offer a first-in-class, new approach to the treatment
of difficult-to-address mental health disorders, mediated by the
promotion of neuroplasticity without also inducing hallucinations
in the patient.
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.
As of September 30, 2024, Enveric Biosciences had $4,790,316 in
total assets, $839,166 in total liabilities, and $3,951,150 in
total stockholders' equity.
ESSEX TECHNOLOGY: Committee Hires Cole Schotz as Co-Counsel
-----------------------------------------------------------
The official committee of unsecured creditors of Essex Technology
Group, LLC seeks approval from the U.S. Bankruptcy Court for the
Middle District of Tennessee to employ Cole Schotz P.C. as
co-counsel.
The firm's services include:
-- providing legal advice as necessary with respect to the
Committee's powers and duties as an official committee appointed
under Bankruptcy Code
section 1102;
-- to the extent necessary, participating in calls with the
Committee;
-- handling inquiries and calls from the Debtor's creditors and
counsel to interested parties regarding pending matters and the
general status of this case;
-- providing legal advice and engaging in negotiations with
respect to the Debtor's proposed cash collateral and attendant
budget;
-- assisting the Committee in investigating the acts, conduct,
assets, liabilities, and financial condition of the Debtor, the
operation of the Debtor's business, potential claims, and any other
matters relevant to this case, to the sale of assets, or to the
formulation of a plan of reorganization or liquidation (a "Plan");
-- providing legal advice and negotiate with respect to issues
relating to the sale of substantially all of the Debtor's assets,
the liquidation of certain of the Debtor's stores and inventory,
the assumption and rejection of leases;
-- providing legal advice as necessary with respect to any
disclosure statement and Plan filed in this Chapter 11 Case and
with respect to the process for approving or disapproving
disclosure statements and confirming or denying confirmation of a
Plan;
-- preparing on behalf of the Committee, as necessary,
applications, motions, objections, complaints, answers, orders,
agreements, and other legal papers and appearing in Court to
present the same;
-- assisting and advising the Committee in its consultations
with the Debtor and U.S. Trustee regarding the administration of
the Chapter 11 Case; and
-- performing all other necessary legal services as may be
required and authorized by the Committee that are in the best
interests of unsecured creditors.
The firm will be paid at these rates:
Members $595 to $1,575 per hour
Special Counsel $625 to $840 per hour
Associates $380 to $675 per hour
Paralegals $315 to $460 per hour
Litigation Support Specialists $425 to $535 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Consistent with the Appendix B Guidelines, which became effective
on November 1, 2013, Justin Alberto, Esq. state as follows:
(a) Cole Schotz did not agree to a variation of its standard and
customary billing arrangements for the engagement;
(b) Cole Schotz's professionals included in the engagement have
not varied their rates based on the geographic location of this
Chapter 11 Case; and
(c) Cole Schotz did not represent the Committee prior to the
Petition Date.
Justin Alberto, Esq., an attorney at Cole Schotz, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Justin R. Alberto, Esq.
Cole Schotz, P.C.
500 Delaware Avenue, Suite 1410
Wilmington, Delaware 19801
Telephone: (302) 652-3131
Facsimile: (302) 652-3117
Email: jalberto@coleschotz.com
About Essex Technology Group, LLC
Essex Technology Group, LLC is a retail chain operating 91 stores
across 10 states. The company is based in Antioch, Tenn., and
operates under the name Bargain Hunt.
Essex Technology Group filed Chapter 11 petition (Bankr. M.D. Tenn.
Case No. 25-00452) on February 3, 2025, listing between $10 million
and $50 million in assets and between $50 million and $100 million
in liabilities. Rob Hubbard, chief restructuring officer of Essex,
signed the petition.
Judge Nancy B. King oversees the case.
David W. Houston, IV, Esq., at Burr & Forman LLP, represents the
Debtor as legal counsel.
ESSEX TECHNOLOGY: Committee Hires Province as Financial Advisor
---------------------------------------------------------------
The official committee of unsecured creditors of Essex Technology
Group, LLC seeks approval from the U.S. Bankruptcy Court for the
Middle District of Tennessee to employ Province, LLC as financial
advisor.
The firm's services include:
(a) becoming familiar with and analyzing the Debtors' DIP
budget, assets and liabilities, and overall financial condition;
(b) reviewing financial and operational information furnished by
the Debtors;
(c) monitoring the sale process, interfacing with the Debtors'
professionals, and advising the Committee regarding the process;
(d) scrutinizing the economic terms of various agreements,
including, but not limited to, various professional retentions;
(e) analyzing the Debtors' proposed business plans and
developing alternative scenarios, if necessary;
(f) assessing the Debtors' various pleadings and proposed
treatment of unsecured creditor claims therefrom;
(g) preparing, or reviewing as applicable, avoidance action and
claim analyses;
(h) assisting the Committee in reviewing the Debtors' financial
reports, including, but not limited to, statements of financial
affairs, schedules of assets and liabilities, DIP budgets, and
monthly operating reports;
(i) advising the Committee on the current state of these chapter
11 cases;
(j) advising the Committee in negotiations with the Debtors and
third parties as necessary;
(k) if necessary, participating as a witness in hearings before
the Court with respect to matters upon which Province has provided
advice; and
(l) other activities as are approved by the Committee, the
Committee's counsel, and as agreed to by Province.
The firm will be paid at these rates:
Managing Directors and Partners $900 to $1,450 per hour
Vice Presidents, Directors,
and Senior Directors $700 to $1,050 per hour
Analysts, Associates,
and Senior Associates $350 to $825 per hour
Paraprofessional/Admin $270 to $450 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Adam Rosen, a partner at Province, LLC, disclosed in a court filing
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Adam Rosen
Province, LLC
2360 Corporate Circle Suite 340
Henderson, NV 89074
Telephone: (702) 685-5555
Email: arosen@provincefirm.com
About Essex Technology Group, LLC
Essex Technology Group, LLC is a retail chain operating 91 stores
across 10 states. The company is based in Antioch, Tenn., and
operates under the name Bargain Hunt.
Essex Technology Group filed Chapter 11 petition (Bankr. M.D. Tenn.
Case No. 25-00452) on February 3, 2025, listing between $10 million
and $50 million in assets and between $50 million and $100 million
in liabilities. Rob Hubbard, chief restructuring officer of Essex,
signed the petition.
Judge Nancy B. King oversees the case.
David W. Houston, IV, Esq., at Burr & Forman LLP, represents the
Debtor as legal counsel.
ESSEX TECHNOLOGY: Committee Hires Womble Bond as Co-Counsel
-----------------------------------------------------------
The official committee of unsecured creditors of Essex Technology
Group, LLC seeks approval from the U.S. Bankruptcy Court for the
Middle District of Tennessee to employ Womble Bond Dickinson (US)
LLP as co-counsel.
The firm's services include:
-- providing legal advice as necessary with respect to the
Committee's powers and duties as an official committee appointed
under Bankruptcy Code section 1102;
-- assisting the Committee in investigating the acts, conduct,
assets, liabilities, and financial condition of the Debtors, the
operation of the Debtor's business, potential claims, and any other
matters relevant to these cases, to the sale of assets, or to the
formulation of a plan of reorganization or liquidation (a "Plan");
-- participating in the formulation of a Plan;
-- providing legal advice as necessary with respect to any
disclosure statement and Plan filed in this Chapter 11 Case and
with respect to the process for approving or disapproving
disclosure statements and confirming or denying confirmation of a
Plan;
-- preparing on behalf of the Committee, as necessary,
applications, motions, objections, complaints, answers, orders,
agreements, and other legal papers;
-- appearing in Court to present necessary motions,
applications, objections, and pleadings, and otherwise protecting
the interests of those represented by the Committee;
-- assisting the Committee in requesting the appointment of a
trustee or examiner, should such action be necessary; and
-- performing such other legal services as may be required and
as are in the best interests of the Committee and creditors.
The firm will be paid at these rates:
Partners $405 to $1,550 per hour
Of Counsel $485 to $1,045 per hour
Associates $340 to $775 per hour
Senior Counsel $125 to $1,015 per hour
Counsel $130 to $940 per hour
Paralegals $110 to $600 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Consistent with the Appendix B Guidelines, which became effective
on
November 1, 2013, Derek W. Edwards, Esq. state as follows:
(a) The firm did not agree to a variation of its standard and
customary billing arrangements for the engagement, except the
discounts forth above in paragraph 5 of the application;
(b) The firm's professionals included in the engagement have not
varied their rates based on the geographic location of this Chapter
11 Case; and
(c) The firm did not represent the Committee prior to the
Petition Date.
Derek W. Edwards, Esq., a partner at Womble Bond Dickinson (US)
LLP, disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Derek W. Edwards, Esq.
Womble Bond Dickinson (US) LLP
1222 Demonbreun Street Suite 1201
Tel: (629) 312-1810
Email: derek.edwards@wbd-us.com
About Essex Technology Group, LLC
Essex Technology Group, LLC is a retail chain operating 91 stores
across 10 states. The company is based in Antioch, Tenn., and
operates under the name Bargain Hunt.
Essex Technology Group filed Chapter 11 petition (Bankr. M.D. Tenn.
Case No. 25-00452) on February 3, 2025, listing between $10 million
and $50 million in assets and between $50 million and $100 million
in liabilities. Rob Hubbard, chief restructuring officer of Essex,
signed the petition.
Judge Nancy B. King oversees the case.
David W. Houston, IV, Esq., at Burr & Forman LLP, represents the
Debtor as legal counsel.
EXCELTECH ONE: Gets Interim OK to Use Cash Collateral
-----------------------------------------------------
Exceltech One, Inc. received interim approval from the U.S.
Bankruptcy Court for the District of Oregon for authority to use
cash collateral.
The Debtor needs to use approximately $73,419 cash collateral to
pay expenses including payroll and subcontracting services.
Umpqua Bank holds a lien of approximately $334,352 on Excel's
assets, secured by a UCC-1 financing statement filed in 2019. The
lien is perfected by a UCC-1 financing statement filed with the
Oregon Secretary of State on July 1, 2019.
The U.S. Small Business Administration holds a lien for about
$530,900, secured by another UCC-1 filing in 2020. This collateral,
which includes similar categories as Umpqua's, is estimated to be
worth $616,156 as of the Petition Date.
The Debtor acknowledges other creditors may assert statutory liens
but believes Umpqua and SBA are the primary secured creditors.
To protect Umpqua and SBA's interests in their collateral, these
secured creditors will be granted continuing valid, binding,
enforceable, and perfected post-petition liens on all property of
the Debtor of the same type and category in which the secured
creditors held pre-bankruptcy liens.
The Debtor's authority to use cash collateral remains effective
until April 4 unless terminated earlier.
A final hearing is scheduled for April 2.
About Exceltech One, Inc.
Exceltech One, Inc. is an Electronics Manufacturing Services (EMS)
company that specializes in high-tech industries such as avionics,
medical, industrial, transportation, commercial, and energy
sectors. The Company offers services including PCBA &
electro-mechanical assembly, prototype development, system
integration, and testing. With ISO 9001:2015 certification and ITAR
registration, ExcelTech focuses on delivering quality solutions
with a commitment to customer satisfaction.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ore. Case No. 25-30765) on March 11,
2025. In the petition signed by Paul Matthew Redhead, president and
sole director, the Debtor disclosed up to $1 million in both assets
and liabilities.
Judge Peter C. Mckittrick oversees the case.
Garrett S. Eggen, Esq. and Douglas R. Ricks, Esq. at Sussman Shank,
LLP, represent the Debtor as legal counsel.
EXPRESS MOBILE: Seeks Cash Collateral Access
--------------------------------------------
Express Mobile Diagnostic Services, LLC asked the U.S. Bankruptcy
Court for the Western District of Pennsylvania for authority to use
cash collateral.
Northwest Bank holds a perfected first priority lien on the
Debtor's property through two UCC financing statements, granting
the bank a lien on:
1. Specific diagnostic equipment (such as x-ray systems and
wireless detectors).
2. All accounts (including healthcare receivables), inventory,
equipment, and general intangibles related to the Debtor's
business.
This cash collateral represents the future and necessary income of
the Debtor and is necessary for operating cost.
In exchange for using the cash collateral, the Debtor will begin
making adequate protection payments to all secured creditors,
consistent with the Chapter 11 Plan.
A copy of the motion is available at https://urlcurt.com/u?l=pq3L0o
from PacerMonitor.com.
About Express Mobile Diagnostic Services
Express Mobile Diagnostic Services LLC is a medical and diagnostic
laboratory that offers x-ray scanning services for all major areas
of the body.
Express Mobile Diagnostic Services LLC sought relief under Chapter
11 of the U.S. Bankruptcy Code (Bankr. W.D. Pa. Case No. 25-20255)
on January 31, 2025. In its petition, the Debtor reports estimated
assets and liabilities between $1 million and $10 million each.
Judge Gregory L. Taddonio oversees the case.
Brian C. Thompson, Esq., at Thompson Law Group PC serves as the
Debtor's counsel.
Northwest Bank, as lender, is represented by:
Nicholas R. Pagliari. Esq.
MacDonald, Illig, Jones & Britton, LLP
100 State Street, Suite 700
Erie, Pennsylvania 16507-1459
Tel: (814) 870-7754
Fax: (814) 454-4647
Email: npagliari@mijb.com
F21 OPCO: Moves Forward for Speedy Chapter 11 Plans
---------------------------------------------------
Clara Geoghegan of Law360 reports that on Tuesday, March 16, 2025,
fast-fashion retailer Forever 21 received approval from a Delaware
bankruptcy judge for motions that set the stage to close over 300
stores and exit its second Chapter 11 by June 2025.
About F21 OpCo
F21 OpCo, LLC is the operator of Forever 21 stores and licensee of
the Forever 21 brand in the United States.
F21 OpCo sought relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Del. Case No. 25-10469) on March 16, 2025. In its
petition, the Debtor reports estimated assets between $100 million
and $500 million and estimated liabilities between $1 billion and
$10 billion.
The Company's proposed advisors include Paul, Weiss, Rifkind,
Wharton & Garrison LLP and Young Conaway Stargatt & Taylor, LLP as
legal counsel, BRG as financial advisor, RCS Real Estate Advisors
as real estate advisor, SSG Capital Advisors, LLC as investment
banker, and Reevemark as communications advisor.
About Forever 21 Inc.
Founded in 1984 by South Korean husband and wife team Do Won Chang
and Jin Sook Chang and headquartered in Los Angeles, Calif.,
Forever 21, Inc. -- http://www.forever21.com/-- is a fast fashion
retailer of women's, men's and kids clothing and accessories and is
known for offering the hottest, most current fashion trends at a
great value to consumers. Forever 21 delivers a curated assortment
of new merchandise brought in daily.
Forever 21, Inc. and seven of its U.S. subsidiaries each filed a
voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-12122) on Sept.
29, 2019. According to the petition, Forever 21 has estimated
liabilities on a consolidated basis of between $1 billion and $10
billion against assets of the same range.
As of the bankruptcy filing, the Debtors operated 534 stores under
the Forever 21 brand in the U.S. and 15 stores under beauty and
wellness brand, Riley Rose.
The Debtors tapped Kirkland & Ellis LLP as legal advisor; Alvarez &
Marsal as restructuring advisor; and Lazard as investment banker;
and Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel.
Prime Clerk is the claims agent.
Andrew Vara, acting U.S. trustee for Region 3, appointed a
committee of unsecured creditors on Oct. 11, 2019. The committee is
represented by Kramer Levin Naftalis & Frankel LLP and Saul Ewing
Arnstein & Lehr LLP.
Counsel to the administrative agent under the Debtors' prepetition
revolving credit facility and the Debtors' DIP ABL financing
facility are Morgan, Lewis & Bockius LLP and Richards, Layton &
Finger, PA.
Counsel to the administrative agent under the Debtors' DIP term
loan facility is Schulte Roth & Zabel LLP.
* * *
In February 2020, the company was purchased by a consortium that
includes Authentic Brands Group, Simon Property Group and
Brookfield Property Partners for $81.1 million. As part of the
deal, ABG and Simon will each own 37.5% of the fast-fashion
retailer, while Brookfield controls the remaining 25% of Forever
21's operating and intellectual property businesses.
FLAGSTAR FINANCIAL: Moody's Ups Issuer Rating to B1, Outlook Pos.
-----------------------------------------------------------------
Moody's Ratings has upgraded all long-term ratings and assessments
of Flagstar Financial, Inc. (FLG, long-term issuer rating to B1
from B2), and its lead bank, Flagstar Bank, NA (Flagstar, long-term
deposits to Ba1 from Ba2), including Flagstar's baseline credit
assessment (BCA) and adjusted BCA to ba3 from b1. Moody's also
upgraded to B1 from B2 Flagstar Bancorp, Inc.'s subordinate debt
rating (this debt instrument is assumed by FLG) and upgraded to B2
(hyb) from B3 (hyb) New York Community Capital Trust V's backed
preferred stock rating. Moody's affirmed Flagstar's short-term bank
deposits at Not Prime, its short-term counterparty risk ratings at
Not Prime and its short-term counterparty risk assessment at Not
Prime(cr).
The outlooks remain positive for FLG's long-term issuer rating and
Flagstar's long-term bank deposits and issuer ratings.
RATINGS RATIONALE
The one notch upgrade and positive outlook are supported by
material steps Flagstar has taken to strengthen its risk governance
and infrastructure over the past year, as well as the bank's
substantially improved capital and reserve positions.
Over the past year, the bank has made significant investments in
enhancing its credit, risk, compliance, audit, IT, and finance
functions to strengthen its overall risk and compliance framework.
Additionally, the bank has made key strategic hires to bolster its
second and third lines of defense, as well as hires in its loan
modification and workout groups. While Moody's believes it will
take time for these risk management enhancements to take full
effect, in consideration of these improvements in risk management
at Flagstar, Moody's changed Flagstar's governance issuer profile
score (IPS) to G-4 from G-5, reflecting Moody's views that
Flagstar's credit exposure to governance risks while still high,
has lessened from previous levels. Additionally, Moody's changed
Flagstar's ESG credit impact score (CIS) to CIS-4 from CIS-5,
reflecting that the governance component of its IPS scores has a
discernible impact on its ratings, albeit no longer a pronounced
impact.
Flagstar's capitalization strengthened during 2024, enhancing its
ability to withstand unanticipated losses. Its tangible common
equity (TCE)/risk-weighted assets (RWA) ratio grew to 11.7% at
December 31, 2024 from 9.0% on December 31, 2023. This increase
occurred despite a $1.1 billion loss for the year, driven by a
$1.05 billion capital injection, a significantly lower payout
ratio, net gains from the sale of select businesses and assets, and
a reduced total asset base. In 2024, the bank sold its recreational
vehicle & marine loan portfolio, its mortgage servicing and
third-party origination business, and its mortgage warehouse
business. These divestitures not only increased capital but also
simplified the bank's business model, aiding efforts to improve its
focused risk management.
The upgrade and positive outlook are also supported by Flagstar's
improved deposit funding profile, with approximately 83% of
deposits either insured or collateralized (excludes internal
deposits) at December 31, 2024, up substantially from 67% of
deposits at December 31, 2023. The bank's use of market funding and
use of brokered deposits has also improved, lowering the bank's
reliance on higher cost and more confidence sensitive wholesale
funding sources. Market funding as a percentage of tangible banking
assets (TBA) declined to 13.5% as of December 31, 2024 from a high
of 23.9% as of June 30, 2024.
In addition, over 2024, the bank completed a comprehensive review
of its commercial real estate (CRE) loan portfolio and reduced risk
in its office and multi-family portfolios through charge-offs,
payoffs, and loan sales. The bank's allowance for credit losses
(ACL) for loans held for investment rose to 1.76% from 1.17% over
2024, providing improved reserve coverage for future losses.
Flagstar's CRE loan balance declined 9% over the past year to $45.9
billion. As a result, Flagstar's CRE/TCE ratio moderately improved
to 552% as of December 31, 2024 from 603% as of December 31, 2023.
The bank intends to continue to proactively reduce its CRE exposure
and reallocate capital into its commercial and industrial (C&I)
business, which Moody's views positively from a credit perspective.
This shift in loan allocation is expected to result in
higher-yielding assets and potentially improved deposit
relationships.
Nonetheless, Flagstar's ratings remain well below Moody's medians
US bank rating (baa1 baseline credit assessment) as improved
qualitative and quantitative risk mitigants are balanced against
the credit risks associated with its still substantial
concentration in CRE loans and its transition towards C&I lending.
The bank still needs to make progress towards returning to
profitability, reducing losses in its CRE portfolio, and securing
an unqualified audit opinion on its internal controls over
financial reporting (it currently has material weaknesses in the
areas of risk assessment, monitoring activities and in the credit
review process). Flagstar anticipates achieving profitability by
2026 through incremental measures planned for 2025, including
expanding its net interest margin, moderating credit costs, and
lowering operating expenses. The positive outlooks reflect Moody's
views that upward rating pressure could develop should sustained
progress become evident in addressing these various factors.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Flagstar's ratings could be upgraded if it maintain a Moody's
Ratings tangible common equity (TCE) to risk-weighted assets (RWA)
ratio above 10.5% and demonstrates a path to achieving a consistent
return on assets above 0.5% without incurring further outsized
losses on its loan portfolio or lower deposits. The ratings could
also be upgraded if Flagstar demonstrates a sustained improvement
in governance, oversight, risk management and internal controls,
including through the successful remediation of its material
weaknesses in internal controls over financial reporting.
Flagstar's outlook could return to stable if its capital as
measured by TCE/RWA falls below 10.5%, its use of market funding
expands in relation to deposit funding, or if its liquidity or
profitability should weaken. The ratings could be also downgraded
if credit performance deteriorates meaningfully relative to
through-the-cycle expectations. The emergence of evidence of
further challenges in governance, oversight, risk management and
internal controls could also trigger a downgrade.
LIST OF AFFECTED RATINGS
Issuer: Flagstar Financial, Inc.
Upgrades:
LT Issuer Rating, Upgraded to B1 POS from B2 POS
Preferred Stock Non-cumulative (Local Currency), Upgraded to B3
(hyb) from Caa1 (hyb)
Subordinate (Local Currency), Upgraded to B1 from B2
Outlook Actions:
Outlook, Remains Positive
Issuer: Flagstar Bancorp, Inc.
Upgrades:
Subordinate (Local Currency), Upgraded to B1 from B2 (Assumed by
Flagstar Financial, Inc.)
Issuer: Flagstar Bank, NA
Upgrades:
Adjusted Baseline Credit Assessment, Upgraded to ba3 from b1
Baseline Credit Assessment, Upgraded to ba3 from b1
LT Counterparty Risk Assessment, Upgraded to Ba2(cr) from Ba3(cr)
LT Counterparty Risk Rating (Foreign Currency), Upgraded to Ba3
from B1
LT Counterparty Risk Rating (Local Currency), Upgraded to Ba3 from
B1
LT Issuer Rating (Local Currency), Upgraded to B1 POS from B2 POS
LT Bank Deposits (Local Currency), Upgraded to Ba1 POS from Ba2
POS
Affirmations:
ST Bank Deposits (Local Currency), Affirmed NP
ST Counterparty Risk Assessment, Affirmed NP(cr)
ST Counterparty Risk Rating (Foreign Currency), Affirmed NP
ST Counterparty Risk Rating (Local Currency), Affirmed NP
Outlook Actions:
Outlook, Remains Positive
Issuer: New York Community Capital Trust V
Upgrades:
Backed Preferred Stock (Local Currency), Upgraded to B2 (hyb) from
B3 (hyb)
Outlook Actions:
Outlook, Changed to No Outlook from Positive
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Banks published
in November 2024.
FLY7 INSTALLATIONS: Seeks Cash Collateral Access
------------------------------------------------
Fly 7 Installations, LLC asked the U.S. Bankruptcy Court for the
Eastern District of Virginia, Norfolk Division, for authority to
use cash collateral.
The Debtor needs to use cash collateral to make adequate protection
payments to the U.S. Small Business Administration and to pay
ordinary and necessary expenses.
Based on the value of its assets and the liens recorded, the SBA is
the only creditor with a properly perfected secured lien on all of
the Debtor's assets.
The Debtor does have numerous UCC Financing Statements which have
been filed by these creditors:
a. On Deck, filed by Corporation Service Company on May 22, 2024
b. LG Funding LLC filed by First Corporate Solutions on October 2,
2024
c. Blade Funding filed by First Corporate Solutions and Lien
Solutions on January 8,
2025
d. LiteFund filed by Lien Solutions on January 30, 2025
e. Finvest filed by Lien Solutions on February 11, 2025
As adequate protection, the Debtor proposed to grant secured lender
with a replacement lien on its receivables and projected positive
cash flow pursuant to 11 U.S.C. section 361(2).
A copy of the motion is available at https://urlcurt.com/u?l=6ha5eG
from PacerMonitor.com.
About Fly 7 Installations LLC
Fly 7 Installations LLC sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. Va. Case No. 25-70482) on March
8, 2025. In the petition signed by Jada Rose Hamlett, owner, the
Debtor disclosed up to $500,000 in assets and up to $1 million in
liabilities.
Carolyn Bedi, Esq., at Bedi Legal, P.C., represents the Debtor as
legal counsel.
FRANCO HAULING: Gets OK to Use Cash Collateral Until April 4
------------------------------------------------------------
Franco Hauling, LLC received interim approval from the U.S.
Bankruptcy Court for the Northern District of Illinois, Eastern
Division, to use cash collateral.
The interim order signed by Judge Janet Baer authorized the Debtor
to use cash collateral to pay its expenses for the period from
March 12 to April 4.
Schaumburg Bank & Trust N. A. has a secured claim for a promissory
note in the approximate amount of $109,088. The loan is secured by
all assets of the Debtor.
As protection, the lender was granted replacement liens on its
collateral and the proceeds thereof.
A court hearing is set for April 2.
About Franco Hauling LLC
Franco Hauling, LLC is a truck hauling Company that haul materials
and debris from work sites to designates locations. Franco is a
veteran owned female controlled company. Franco was formerly a
Union Contractor, but the contract was terminated by the Suburban
Teamsters. Franco is currently operating a non-union company.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Ill. Case No. 25-03520) on March 7,
2025. In the petition signed by July Franco, manager, the Debtor
disclosed up to $100,000 in assets and up to $1million in
liabilities.
Judge Janet S. Baer oversees the case.
O. Allan Fridman, Esq., at Law Office of Allan Fridman, represents
the Debtor as legal counsel.
FREE SPEECH: Sandy Hook Attorney Seeks to Halve Suspension
----------------------------------------------------------
Brian Steele of Law360 reports that a Connecticut attorney,
suspended for two weeks over the mishandling of Sandy Hook
families' confidential records, has requested that a state court
judge credit him for a prior weeklong suspension served more than
two years ago and pause the current order during his appeal.
About Free Speech Systems
Free Speech Systems LLC is a broadcast media production and
distribution company that provides broadcasting aural programs by
radio to the public. Free Speech Systems is a family-run business
founded by Alex Jones.
FSS is presently engaged in the business of producing and
syndicating Jones' radio and video talk shows and selling products
targeted to Jones' loyal fan base via the Internet. Today, FSS
produces Alex Jones' syndicated news/talk show (The Alex Jones
Show) from Austin, Texas, which airs via the Genesis Communications
Network on over 100 radio stations across the United States and via
the internet through websites including Infowars.com.
Due to the content of Alex Jones' shows, Jones and FSS have faced
an all-out ban of Infowars from mainstream online spaces. Shunning
from financial institutions and banning Jones and FSS from major
tech companies began in 2018.
Conspiracy theorist Alex Jones has been sued by victims' family
members over Jones' lies that the 2012 Sandy Hook Elementary School
shooting was a hoax.
Jones' InfoW LLC and affiliates, IWHealth, LLC and Prison Planet
TV, LLC, filed petitions under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 22-60020) on April
18, 2022.
FRENCH SEAM: Hires Hester Baker Krebs LLC as Counsel
----------------------------------------------------
The French Seam, Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of Indiana to employ Hester Baker Krebs
LLC as counsel.
The firm's services include:
a. taking necessary or appropriate actions to protect and
preserve the Debtor's estate, including the prosecution of actions
on the Debtor's behalf, the defense of any actions commenced
against the Debtor, the negotiation of disputes in which the Debtor
is involved, and the preparation of objections to claims filed
against the Debtor's estate;
b. preparing on behalf of the Debtor, as debtor in possession,
necessary or appropriate motions, applications, answers, orders,
reports and other papers in connection with the administration of
the Debtor's estate;
c. providing advice, representation, and preparation of
necessary documentation and pleadings regarding debt restructuring,
statutory bankruptcy issues, post-petition financing, real estate,
business and commercial litigation, tax, and, as applicable, asset
dispositions;
d. counseling the Debtor with regard to its rights and
obligations as debtor-in-possession, and its powers and duties in
the continued management and operations of its business and
properties;
e. taking necessary or appropriate actions in connection with a
plan or plans of reorganization and related disclosure statement
and all related documents, and such further actions as may be
required in connection with the administration of the Debtor's
estate; and
f. acting as general bankruptcy counsel for the Debtor and
performing all other necessary or appropriate legal services in
connection with the Chapter 11 case.
The firm will be paid at these rates:
Jeffrey H. Hester, Member $450 per hour
John A. Allman, Member $420 per hour
Marsha Hetser, Paralegal $215 per hour
Donna Adams, Paralegal $215 per hour
Tricia Hignight, Paralegal $215 per hour
The Debtor paid the firm an initial retainer of $15,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jeffrey M. Hester, Esq., a partner at Hester Baker Krebs LLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Jeffrey M. Hester, Esq.
Hester Baker Krebs LLC
211 North Pennsylvania Street
Indianapolis, IN 46204
Tel: (317) 833-3030
Fax: (317) 607-1129
Email: jhester@hbkfirm.com
About The French Seam, Inc.
The French Seam, Inc. sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 25-00814-AKM-11) on
February 24, 2025, listing up to $50,000 in assets and up to $1
million in liabilities.
Judge Andrea K. Mccord oversees the case.
Jeffrey Hester, Esq., at Hester Baker Krebs LLC, represents the
Debtor as legal counsel.
FRIENDS OF DOLPHINS: Seeks to Sell Valrico Property at Auction
--------------------------------------------------------------
Friends of Dolphins, Inc. seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida, Tampa Division, to sell
real property, free and clear of all liens, claims, encumbrances
and interests.
The Debtor's property is located at 113 S Valrico Road S, Valrico,
FL 33595.
The Debtor employs Soldnow, LLC d/b/a Tranzon Driggers to market
and auction the Property.
Tranzon began the marketing process of the Property. The Property
listing is advertised on Google, and Tranzon is running ads on
Facebook, Instagram, and LinkedIn. Further, the Property is listed
on Tanzon’s website, as well as cross listed on additional
websites such as Loopnet, Crexi, Moody’s, the MLS system, and
other auction networks.
The Debtor proposes bid procedures that are designed to maximize
the eventual sale price for the Property after the roughly
5–6-week marketing efforts of Tranzon, which resulted to over
1,600 views of the unique listing for the Property, leading to over
35 inquiries and 20 executed confidentiality agreements for
potential buyers to receive more information.
The Debtor submits that the marketing and auction of the Property
is in the best interest of the estate and desgined to return the
maximum value of the estate.
The Debtor further requests that the successful bidder at the April
9, 2025, auction will be entitled to the benefits and protections
of the Bankruptcy Code.
About Friends of Dolphins, Inc.
Friends of Dolphins Inc., doing business as Splash Car Wash, sought
relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code
(Bankr. M.D. Fla. Case No. 24-02130) on April 18, 2024. In the
petition signed by Tazine Roshandli Jaffer, as director, the Debtor
reports estimated assets and liabilities between $1 million and $10
million each.
The Honorable Bankruptcy Judge Roberta A Colton oversees the case.
The Debtor is represented by Michael A. Stavros, Esq. and David S.
Jennis, Esq., at Jennis Morse.
GARCIA DEARING: Hires Monday Rufus & Co. P.C. as Accountant
-----------------------------------------------------------
Garcia Dearing Investments Inc. d/b/a J&G's Citywide Express
Charter seeks approval from the U.S. Bankruptcy Court for the
Western District of Texas to employ Monday Rufus & Co., P.C. as
accountant.
The firm will assist the Debtor in preparing IRS Form 1120-s for
the tax years 2021, 2022, 2023, and 2024.
The firm will be paid at the hourly rates of $135 to $275 per
hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Monday N. Rufus, CPA, a partner at Monday Rufus & Co., P.C.,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Monday N. Rufus, CPA
Monday Rufus & Co., P.C.
1508 Dessau Ridge Ln, #405
Austin, TX 78754
Tel: (512) 380-0799
About Garcia Dearing Investments Inc.
d/b/a J&G's Citywide Express Charter
Garcia Dearing Investments, Inc., doing business as J&G's Citywide
Express Charter, filed a Chapter 11 bankruptcy petition (Bankr.
W.D. Tex. Case No. 25-10170) on Feb. 5, 2025, listing under $1
million in both assets and liabilities.
The Debtor tapped Tittle Law Group as counsel.
HNO INTERNATIONAL: Discloses Misstatements in 2023 Form 10-K
------------------------------------------------------------
On May 7, 2024, Barton CPA was engaged by the Company to be the
independent registered public accounting firm of the Company, as a
result of the order, dated May 3, 2024, issued by the U.S.
Securities and Exchange Commission, suspending the Company's prior
independent registered public accounting firm, BF Borgers CPA PC,
from appearing and practicing as an accountant before the SEC. The
Company's Board of Directors engaged Barton to audit our financial
statements for the years ended October 31, 2024 and October 31,
2023.
In connection with Barton's audit of the years ended October 31,
2024 and October 31, 2023, the Company identified necessary
accounting adjustments related to the fair market value of
stock-based compensation reported in the financial statements for
the year ended October 31, 2023 included in the Form 10-K. In
accordance with SEC Staff Accounting Bulletin No. 99,
"Materiality," and SEC Staff Accounting Bulletin No. 108,
"Considering the Effects of Prior Year Misstatements when
Quantifying Misstatements in Current Year Financial Statements,"
the Company evaluated the corrections and has determined that the
related impacts were material to the Previously Issued Financial
Statements that contained the errors.
On February 28, 2025, the Company's Board of Directors, who
consulted with the Company's independent registered public
accounting firm, concluded that the Company's Previously Issued
Financial Statements included in the Form 10-K for the year ended
October 31, 2023 as filed with the SEC on January 29, 2024, should
no longer be relied upon due to the misstatements described below,
the Company disclosed in a Form 8-K filed with the SEC.
For the year ended October 31, 2023:
-- Fair Market Value Stock Valuation Adjustment: The Company has
adjusted the fair market value of the stock-based compensation to
accurately reflect the value at the time of issuance. This revision
ensures that the stock-based compensation is appropriately measured
and reported.
-- Share-Based Compensation: As a result of the updated fair
market value assessment, there has been an increase in share-based
compensation expenses.
-- Equity Adjustments: In response to the updated fair market
value of the stock-based compensation, corresponding adjustments
have been made to additional paid-in capital and accumulated
deficit.
The net impact of correcting this adjustment will be an increase in
net loss of approximately $467,775 for the year ended October 31,
2023, which relates to the change in fair market value of the
stock-based compensation.
These corrections will be addressed in the Annual Report on Form
10-K for the year ended October 31, 2024. The 10-K will include
revised financial statements for the year ended October 31, 2023,
to accurately reflect these adjustments alongside the regular
disclosures for the year ended October 31, 2024.
"Our remediation efforts are ongoing and we will continue our
initiatives to consider additional skilled resources in program
management, accounting, and finance related functions and to expand
the effort to implement and document policies, procedures, and
internal controls. The Company's remediation plan with respect to
the such material weakness will be described in more detail in the
Company's the Annual Report on Form 10-K for year ended October 31,
2024, which the Company plans to file as promptly as possible," the
Company said.
About HNO International
Headquartered in Murrieta, California, HNO International, Inc., a
Nevada corporation, focuses on systems engineering design,
integration, and product development to generate green
hydrogen-based clean energy solutions to help businesses and
communities decarbonize in the near term.
Lakewood, CO-based BF Borgers CPA PC, the Company's former
auditor,
issued a "going concern" qualification in its report dated Jan.
29,
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 7, 2024, it dismissed BF Borgers CPA, PC as its independent
accountant to audit the Company's financial statements, 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 the same date, the Company's Board of Directors approved the
engagement of Barton CPA, an independent registered public
accounting firm, as the Company's new independent accountant to
audit the Company's financial statements and to perform reviews of
interim financial statements.
HOODSTOCK RANCH: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The U.S. Trustee for Region 18 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Hoodstock Ranch, LLC.
About Hoodstock Ranch
Hoodstock Ranch, LLC, a company in White Salmon, Wash., filed
Chapter 11 petition (Bankr. E.D. Wash. Case No. 25-00388 on March
5, 2025. In its petition, the Debtor reported total assets of $3.2
million and total liabilities of $3.092 million.
Judge Whitman L. Holt handles the case.
The Debtor is represented by:
Patrick D. McBurney, Jr., Esq.
McBurneyLaw, PLLC
719 Jadwin Ave.
Richland, WA 99352
Tel: (509) 374-8996
Fax: (509) 374-1296
Email: pdmcburney@gmail.com
HUB CITY: Not Eligible to Proceed Under Subchapter V
----------------------------------------------------
Chief Judge Eduardo V. Rodriguez of the United States Bankruptcy
Court for the Southern District of Texas held that Hub City Home
Health, Inc. and its affiliated debtors do not qualify for relief
as small business debtors under subchapter V, Chapter 11 of the
United States Bankruptcy Code.
As a matter of first impression, the five Chapter 11, subchapter V
affiliated debtors in this case seek a ruling from the Court on the
single issue of whether, as a matter of law, priority unsecured
wage claims are included in the category of unsecured debts used to
calculate the debt limit for eligibility as small business debtors
under subchapter V, Chapter 11 of the United States Bankruptcy
Code. This request comes after Kevin M. Epstein, the United States
Trustee, objected to this case proceeding as a subchapter V case
because the combined debt in Debtors' cases exceeded the statutory
debt limit.
In their motion to exclude wages, Debtors request a ruling from the
Court that debt arising from certain pre-petition priority wage
claims in the amount of $545,198 be excluded in calculating the
debt limit for subchapter V eligibility under 11 U.S.C. Secs.
101(51D) and 1182(1) of the Bankruptcy Code. Specifically, Debtors
assert that the priority wage claims should not be included in the
debt limit calculation because:
(1) the priority wage claims were paid post-petition, were not
listed in their original schedules and
(2) the term "unsecured debts" in Sec. 101(51D) does not include
unsecured debts arising from priority wage claims.
The US Trustee objects to the motion, asserting that Debtors are
disqualified from proceeding under subchapter V because all are
members of a group of affiliated debtors that have aggregate
noncontingent liquidated secured and unsecured debts in an amount
greater than $3,024,725. Specifically, the US Trustee asserts that
because Debtors do not meet the definition of small business
debtors as set forth in 11 U.S.C. Secs. 101(51D) and 1182(1), the
Court should find that Debtors cannot proceed as small business
debtors under subchapter V and should instead proceed as standard
Chapter 11 debtors. The US Trustee acknowledges that his objection
is untimely under the Bankruptcy Code but requests an excusable
neglect finding of the Court to permit the late filing.
The Court finds that debts arising from priority unsecured wage
claims are included in calculating the debt limit for eligibility
as small business debtors under subchapter V, Chapter 11 of the
United States Bankruptcy Code. Debtors' combined debt of $3,405,699
exceeds the statutory debt limit of $3,024,725. Hence, Debtors do
not qualify for relief as small business debtors under subchapter
V, Chapter 11 of the United States Bankruptcy Code, the Court
concludes. Accordingly, Debtors' election to proceed as small
business debtors is struck and Debtors' cases will proceed as
Chapter 11 cases without any special designation of either small
business debtors pursuant to 11 U.S.C. Secs. 101(51D) and 1182(1)
or small business cases pursuant to 11 U.S.C. Sec. 101(51C).
A copy of the Court's decision dated March 17, 2025, is available
at https://urlcurt.com/u?l=9p9i1W from PacerMonitor.com.
About Hub City Home Health, Inc.
Hub City Home Health, Inc. sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Texas Case No. 24-10191) on
November 9, 2024, with $500,001 to $1 million in assets and
liabilities.
Shelby A. Jordan, Esq., at Jordan & Ortiz, PC represents the Debtor
as legal counsel.
HUMPER EQUIPMENT: Hires Roberts McKenzie Mangan as Accountant
-------------------------------------------------------------
Humper Equipment, LLC and its affiliates seek approval from the
U.S. Bankruptcy Court for the Western District of Missouri to
employ Roberts, McKenzie, Mangan & Cummings, P.C. as accountant.
The firm will provide assistance with financial auditing, certain
bookkeeping functions, and the completion of operating reports.
The firm will be paid at the rates of $150 to $210 per hour.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jeff Keeling, a partner at Roberts, McKenzie, Mangan & Cummings,
P.C., disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Jeff Keeling
Roberts, McKenzie, Mangan & Cummings, P.C.
4035 S Fremont
Springfield, MO 65804
Tel: (417) 883-5348
Fax: (417) 883-8961
About Humper Equipment, LLC
Humper Equipment LLC, a company in Strafford, Mo., filed Chapter 11
petition (Bankr. W.D. Miss. Case No. 24-60818) on December 12,
2024, with up to $50,000 in assets and $10 million to $50 million
in liabilities. James A. Keltner, sole member of Humper Equipment,
signed the petition.
Judge Brian T. Fenimore oversees the case.
The Debtor is represented by:
Sharon L. Stolte, Esq.
Sandberg Phoenix & Von Gontard
Tel: (816) 627-5543
Email: sstolte@sandbergphoenix.com
INFINITY GEAR: Hires Wadsworth Garber Warner as Counsel
-------------------------------------------------------
Infinity Gear, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Colorado to employ Wadsworth Garber Warner
Conrardy, PC as counsel.
The firm's services include:
(a) prepare all necessary legal papers in this Chapter 11
case;
(b) perform all legal services for the Debtor which may become
necessary herein; and
(c) represent the Debtor in any litigation which it determines
is in the best interest of the estate, whether in state or federal
court(s).
The firm will be paid at these rates:
David Wadsworth, Attorney $500 per hour
Aaron Garber, Attorney $500 per hour
David Warner, Attorney $425 per hour
Aaron Conrardy, Attorney $425 per hour
Hallie S. Cooper, Attorney $225 per hour
Paralegals $125 per hour
The firm received from the Debtor a retainer of $25,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Mr. Wadsworth disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Aaron A. Garber, Esq.
Wadsworth Garber Warner Conrardy, P.C.
2580 West Main Street, Suite 200
Littleton, CO 80120
Tel: (303) 296-1999
Fax: (303) 296-7600
Email: agarber@wgwc-law.com
About Infinity Gear, LLC
Infinity Gear, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
D. Colo. Case No. 25-11134) on March 6, 2025. The Debtor hires
Wadsworth Garber Warner Conrardy, PC as counsel.
INNOVATE CORP: Revolving Credit Maturity Date Extended to August 1
------------------------------------------------------------------
On March 6, 2025, INNOVATE Corp. (NYSE: VATE), as the borrower, and
INNOVATE 2 Corp. and DBM Global Intermediate Holdco Inc.,
subsidiaries of the issuer as guarantors, entered into a Sixth
Amendment to the issuer's Credit Agreement, dated March 13, 2020,
with MSD PCOF Partners IX, LLC, as lender, which governs the
Borrower's senior secured revolving credit facility, the Company
disclosed in a Form 8-K filing with the U.S. Securities and
Exchange Commission.
The Amendment extends the maturity date of the Revolving Credit
Facility to August 1, 2025.
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 June 30, 2024, Innovate
had $898.9 million in total assets, $1.01 billion in total
liabilities, $15.9 million in total temporary equity, and a total
stockholders' deficit of $126.1 million.
Going Concern
As of November 6, 2024, there is substantial doubt about the
Company's ability to continue as a going concern within the next
12
months. According to the Company, the principal conditions leading
to this conclusion are the upcoming maturities of current debt at
certain of the Company's subsidiaries as well as from certain
cross-default provisions in the Company's Senior Secured Notes.
Based on these conditions, the Company may not be able to meet its
obligations at maturity and comply with certain cross-default
provisions under the Senior Secured Notes over the next 12 months.
The Company plans to alleviate these conditions through various
initiatives it is currently exploring, including refinancing the
debt at Broadcasting and DBMG, pursuing asset sales, and raising
additional capital. However, there can be no assurance that the
Company will have the ability to raise additional capital when
needed, be successful in any asset sales, or refinance its
existing
debt, on attractive terms, or at all, nor any assurances that
lenders will provide additional extensions, waivers or amendments
in the event of future non-compliance with the Company's debt
covenants or other possible events of default. Further, there can
be no assurance that the Company will be able to execute a
reduction, extension, or refinancing of the debt, or that the
terms
of any replacement financing would be as favorable as the terms of
the debt prior to the maturity date. There can be no assurance
that
these plans will be successfully implemented or that they will
mitigate the conditions that raise substantial doubt about the
Company's ability to continue as a going concern. The inability to
refinance or extend the maturity of the current debt at the
Company's subsidiaries, or to raise sufficient cash to pay the
debt
at maturity would have a material adverse effect on the Company's
financial condition and likely cause the price of the Company's
common stock to decline.
* * *
In September 2024, Moody's Ratings affirmed INNOVATE Corp.'s
Corporate Family Rating at Caa1 and 8.5% Senior Secured Notes'
rating at Caa2, downgraded its Probability of Default Rating to
Caa2-PD from Caa1-PD, and revised the ratings outlook to negative
from stable. The Speculative Grade Liquidity ("SGL") Rating remains
at SGL-4.
Governance considerations under the Moody's ESG framework,
including financial strategy and risk management, were a key driver
of the rating action.
INTERNATIONAL PETROLEUM: S&P Affirms 'B' ICR, Outlook Negative
--------------------------------------------------------------
S&P Global Ratings revised its outlook on Canadian oil and gas
exploration and production (E&P) company International Petroleum
Corp. (IPC) to negative from stable and affirmed its 'B' issuer
credit rating and 'B+' issue-level rating on its senior unsecured
notes.
S&P said, "The negative outlook reflects our expectation that the
company's credit measures will remain weak for the rating through
2025 based on our lower oil price assumptions, as well as our
expectation its capital spending and shareholder rewards will well
exceed its projected cash flow generation."
On March 6, 2025, S&P Global Ratings lowered its price assumption
for West Texas Intermediate (WTI) oil for the remainder of 2025 and
beyond.
S&P said, "We now forecast IPC's credit measures will decline below
our previous expectations and remain somewhat weak for the rating.
We also expect the company will materially outspend its internal
cash flow generation this year due to its sizeable growth capital
expenditure (capex) budget and anticipated share repurchases.
"Amid a softer oil price environment, we anticipate IPC will
continue to materially outspend its internal cash flow generation
this year to fund its Blackrod Phase 1 development project. Oil
prices have softened considerably since our last review, given
expectations for increasing OPEC supply and slowing demand. We
believe proposed U.S. tariffs on Canadian energy imports also have
the potential to widen Canadian heavy oil differentials if no
exemptions are made. Roughly 70% of IPC's daily average production
is oil, with the majority being Canadian heavy oil. Following the
revision of our oil price deck, we now expect IPC's operating
performance will weaken somewhat relative to our last review,
leading it to generate reduced funds from operations (FFO). We
currently expect the company will generate about US$165 million of
FFO annually in 2025-2026, which compares with our previous
expectation for about US$225 million of FFO annually over the same
period. We also previously expected IPC's FFO to debt would average
about 35% for 2025-2026, though we now forecast its FFO to debt
will average about 25% over the same period. Our downside trigger
for the current rating points to FFO to debt approaching and
sustaining around 20% as a potential catalyst for lowering our
rating.
"At the same time, IPC is maintaining its large growth spending
plan for its Blackrod Phase 1 project. We estimate about US$220
million of the company's US$320 million of projected 2025 capex is
related to Blackrod. Accordingly, we project IPC will generate a
free operating cash flow (FOCF) deficit of about US$170 million in
2025. Despite our expectation for negative FOCF in 2025, we
anticipate the company will continue to repurchase shares under its
normal course issuer bid (NCIB) in 2025 and generate negative
discretionary cash flow (DCF) of about US$250 million this year
after about US$80 million of projected share repurchases. This is
consistent with IPC's capital allocation in 2024, when it generated
negative FOCF of about US$170 million and spent an additional
US$100 million on share repurchases during the year to fully
execute its NCIB. We assume no share repurchases in 2026.
"We expect the company will improve its production and cash flow
next year, given the expectation for first oil from Blackrod Phase
1 in 2026. Although IPC has spent more than US$600 million from
early 2023 through the end of 2024 on Blackrod Phase 1, it has not
received any associated cash flow from the project because it
doesn't expect first oil until late 2026. However, because we
expect the company will complete the majority of its spending on
Blackrod by the end of 2025 (we expect only about US$30
million-US$40 million of Blackrod related spending in 2026), we
forecast its total capex will decline materially to about US$140
million in 2026 from about US$320 million in 2025. At the same
time, IPC will begin to benefit from the Blackrod project in late
2026 when it achieves first oil. We expect the company will expand
its production to just under 50,000 barrels of oil equivalent per
day (boe/d) in 2026 from about 44,000 boe/d in 2025. We expect IPC
will increase its production over the next 3-4 years as it
gradually ramps up the project to its full 30,000 boe/d capacity
while its capital spending remains relatively flat at about US$150
million annually.
"Given our expectation for first oil from Blackrod and lower
capital spending next year, we anticipate the company will generate
modest positive FOCF in 2026 and improve its FFO to debt to about
26% from about 22% in 2025. Nonetheless, we believe IPC's lower
cash flow generation in 2025, along with our expectation for weaker
oil prices, will provide it with less flexibility to absorb
unanticipated delays or additional costs associated with Blackrod.
"We expect the company's liquidity will remain adequate, though we
forecast it material capex program and anticipated share buybacks
will reduce its cash balance. Although we anticipate IPC will
generate negative FOCF and DCF this year, we believe its material
cash balance as of year-end 2024 will support its liquidity
position over the next 12 months. The company had about US$247
million of cash on hand as of Dec. 31, 2024. We anticipate IPC will
have spent most of this cash by year-end 2025 to fund the outflows
exceeding its cash flow generation this year. We expect IPC will
likely use borrowings from its C$180 million revolving credit
facility (RCF; undrawn as of Dec. 31, 2024) to fund any additional
short-term cash shortfalls.
"Our negative outlook also incorporates the refinancing risk
associated with IPC's senior unsecured bonds. The company's US$450
million senior unsecured bonds mature on Feb. 1, 2027. We expect
management will look to refinance these notes over the next 12
months. However, given our expectation for lower FFO over the
forecast period and negative FOCF generation this year, we believe
IPC's liquidity could become significantly constrained if the notes
become current. Therefore, we could consider lowering our rating on
the company if it is unable to refinance the notes in a timely
manner.
"The negative outlook reflects our expectation that IPC's cash flow
will decline over the forecast period due to weak oil prices. At
the same time, we expect the company will materially outspend its
internal cash flow generation to fund its Blackrod Phase 1 growth
project. Therefore, while we anticipate IPC's liquidity will remain
adequate, we expect its negative FOCF and anticipated share
repurchases will reduce its cash balance. We forecast the company's
S&P Global Ratings-adjusted FFO to debt will average about 25% and
its S&P Global Ratings-adjusted debt to EBITDA will average about
3.5x in 2025-2026."
S&P could lower its rating on IPC over the next 12 months if its
cash flow generation deteriorates or its leverage increases such
that its two-year average FFO to debt approaches 20% with no
near-term improvement or its liquidity weakens. This could occur
if:
-- Commodity prices decline below our expectations and the company
doesn't implement a corresponding reduction in its capital
spending;
-- There are material unanticipated cost increases related to
Blackrod Phase 1; or
-- The company pursues more-aggressive shareholder rewards or an
acquisition strategy that results in increased debt without
offsetting incremental cash flow.
S&P could also lower the rating if IPC is unable to refinance its
senior unsecured notes, which mature on Feb. 1, 2027, in a timely
manner.
S&P could revise its outlook on IPC to stable over the next 12
months if:
-- S&P expects the company's FFO to debt will remain above 20%
over our forecast period with adequate liquidity;
-- S&P gains increased line of sight towards IPC's execution on
the Blackrod Phase 1 project and positive FOCF generation; and
-- The company makes progress toward refinancing its senior
unsecured notes.
INTRUSION INC: Narrows Net Loss to $7.8 Million in FY 2024
----------------------------------------------------------
Intrusion Inc. filed its Annual Report on Form 10-K with the U.S.
Securities and Exchange Commission, reporting a net loss of $7.8
million on total revenue of $5.8 million for the year ending Dec.
31, 2024. This compares to a net loss of $13.9 million on total
revenue of $5.6 million for the year ending Dec. 31, 2023.
As of December 31, 2024, the Company had $11.5 million in total
assets, $5.3 million in total liabilities, and total stockholders'
equity of $6.3 million.
According to the Company, it has suffered recurring losses from
operations and negative cash flows from operations for several
years. On December 31, 2024, the Company had cash and cash
equivalents of $4.9 million and had a net working capital of $1.9
million. During January 2025, the Company raised $7.5 million in a
registered direct offering to a single accredited institutional
investor and raised $1.7 million from the sale of common stock from
draws on the previously announced Standby Equity Purchase Agreement
(SEPA) with Streeterville Capital, LLC. These capital raises when
combined with its cash and cash equivalents at December 31, 2024
are sufficient to fund its operations for the next 12 months from
issuance of these financial statements.
"We have continued to make progress toward positioning our business
for future sustainable growth and profitability," said Tony Scott,
CEO of Intrusion. "Furthermore, we are excited about our improved
financial health and our third consecutive quarter of sequential
revenue growth. Our enhanced performance was driven by our ability
to secure a large contract for a combination of Intrusion Shield
and consulting services with the U.S. Department of Defense and the
addition of 20 new commercial Intrusion Shield logos during the
year. Looking ahead to 2025, we are excited about the opportunities
that lie ahead of us, and it is our belief that we have only
scratched the surface of our potential, as our customer base and
pipeline continue to grow amid the rising demand for cybersecurity
solutions."
A full-text copy of the Company's Form 10-K is available at:
https://tinyurl.com/pyvss7hm
About Intrusion
Headquartered in Plano, Texas, Intrusion Inc. offers businesses of
all sizes and industries products and services that leverage the
Company's exclusive threat intelligence database of over 8.5
billion IP addresses and domain names. After many years of
gathering intelligence and providing its INTRUSION TraceCop and
Savant solutions exclusively to government entities, the Company
released its first commercial product in 2021, the INTRUSION
Shield. INTRUSION Shield was designed to allow businesses to
incorporate a Zero Trust, reputation-based security solution into
their existing infrastructure to observe traffic flow and instantly
block known malicious or unknown connections from both entering or
exiting a network, making it an ideal solution for protecting from
Zero-Day and ransomware attacks.
* * *
This concludes the Troubled Company Reporter's coverage of
Intrusion Inc. until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
IRON WORKS: Gets Interim OK to Use Cash Collateral
--------------------------------------------------
Iron Works Enterprises Incorporated received interim approval from
the U.S. Bankruptcy Court for the Western District of Kentucky,
Louisville Division, to use cash collateral.
The Debtor requires the use of cash collateral to cover ordinary
and necessary operating expenses, including employee wages and
supplier payments, as outlined in a 13-week budget.
The only secured creditor in the case is Lincoln National Bank,
which holds liens on the Debtor's cash collateral.
In 2018, Lincoln financed the purchase of the Debtor's principal
place of business located at 3901 Pennebaker Ave., Bardstown,
Kentucky. The secured loan was for $242,281, with a balance of
approximately $186,450 as of the Petition Date.
In 2019, Lincoln extended an additional loan to the Debtor for
$29,555, which is also secured by the property at 3901 Pennebaker
Ave., as well as a blanket lien on all the Debtor's assets. As of
the Petition Date, the balance on this loan is approximately
$10,440.
Lincoln, as the oversecured creditor, will be adequately protected
during the use of cash collateral. The Debtor asserts that the
value of the collateral (the property at 3901 Pennebaker Ave.) far
exceeds the balance owed on the loans, estimating the building's
fair market value to be approximately $400,000. This provides a
substantial equity cushion, mitigating any risk of loss to Lincoln
due to the bankruptcy.
Additionally, the ongoing operation of the business by the Debtor
will help maintain the value of the collateral, further securing
Lincoln's interests.
About Iron Works Enterprises Incorporated
Iron Works Enterprises Incorporated also known as Iron Works Inc.,
is a manufacturing company located in Bardstown, KY, specializing
in transforming raw materials into industrial metal components and
structures, offering tailored solutions to meet the unique needs of
various industries and projects.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. KY Case No. 25-30563) on March 12,
2025. In the petition signed by Charles Todd Durbin, president, the
Debtor disclosed up to $1 million in assets and $10 million.
Judge Charles R. Merrill oversees the case.
Joseph H. Haddad, Esq. at Seiller Waterman, LLC represent the
Debtor as legal counsel.
KATE QUINN: Seeks Chapter 11 Bankruptcy in Washington
-----------------------------------------------------
On March 14, 2025, Kate Quinn Organics Inc. filed Chapter 11
protection in the U.S. Bankruptcy Court for the Eastern District
of Washington. According to court filing, the
Debtor reports $8,319,282 in debt owed to 50 and 99 creditors.
The petition states funds will be available to unsecured
creditors.
About Kate Quinn Organics Inc.
Kate Quinn Organics Inc. is a sustainable clothing brand that
focuses on eco-friendly apparel for babies, toddlers, children, and
adults. The brand utilizes premium organic cotton and bamboo
textiles to produce fashionable, comfortable, and environmentally
responsible clothing. Kate Quinn offers a variety of items, such as
tops, bottoms, dresses, shirts, and accessories, emphasizing
distinctive designs and exclusive collections. The Company runs an
online shop at: www.katequinn.com.
Kate Quinn Organics Inc. sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Wash. Case No. 25-00445) on March 14
2025. In its petition, the Debtor reports total assets of $593,790
and total liabilities of $8,319,282.
Honorable Bankruptcy Judge Frederick P. Corbit handles the case.
The Debtor is represented by:
Jason Wax, Esq.
BUSH KORNFELD LLP
601 Union St., Suite 5000
Seattle, WA 98101-2373
Tel: 206-292-2110
Fax: 206-292-2104
E-mail: jwax@bskd.com
KING'S MOVING: Gets Extension to Access Cash Collateral
-------------------------------------------------------
King's Moving & Storage, Inc. received fourth interim approval from
the U.S. Bankruptcy Court for the District of Kansas to use the
cash collateral of its secured creditors, Equity Bank and the U.S.
Small Business Administration.
The fourth interim order approved the use of cash collateral to
fund the company's business operations as outlined in its projected
budget, with a 10% variance.
As adequate protection, the company was ordered to make a monthly
payment of $6,697.56 to Equity Bank and $339 to the SBA.
Additionally, both creditors will receive a replacement lien with
the same priority as their pre-bankruptcy liens.
A final hearing is set for April 15.
About King's Moving & Storage
King's Moving & Storage, Inc. is primarily engaged in providing
local or long-distance specialized freight trucking. It conducts
business in Wichita, Kansas.
King's Moving & Storage filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Kansas Case No.
24-10850) on August 30, 2024, listing up to $50,000 in assets and
$1 million to $10 million in liabilities. Britt D. King, president
of King's Moving & Storage, signed the petition.
Judge Mitchell L Herren presides over the case.
Nicholas R. Grillot, Esq., at Hinkle Law Firm, L.L.C. is the
Debtor's bankruptcy counsel.
Secured creditor Equity Bank is represented by:
Karl R. Swartz, Esq.
Morris, Laing, Evans, Brock & Kennedy, Chtd.
300 N. Mead, Suite 200
Wichita, KS 67202
Phone: (316) 262-2671
Email: kswartz@morrislaing.com
KULR TECHNOLOGY: Sets Q4, Full-Year 2024 Earnings Call for March 27
-------------------------------------------------------------------
KULR Technology Group, Inc. will hold a conference call on
Thursday, March 27th at 4:30 p.m. Eastern time (1:30 p.m. Pacific
time) to discuss its financial results for the fourth quarter and
full year ended December 31, 2024. The financial results will be
issued in a press release prior to the call.
KULR management will host the conference call, followed by a
question-and-answer period. Interested parties can submit relevant
questions prior to the call to Stuart Smith at SmallCapVoice.Com,
Inc. via email: ssmith@smallcapvoice.com by 5:00 p.m. ET on Friday,
March 21. Mr. Smith will compile a list of questions and submit
them to the Company prior to the conference call. The questions
that will get addressed will be based on the relevance to the
shareholder base, and the appropriateness of the questions in light
of public disclosure rules.
KULR Technology Group Fourth Quarter and Full Year 2024 Earnings
Call
Date: Thursday, March 27th, 2025
Time: 4:30 p.m. Eastern time (1:30 p.m. Pacific time)
To access the call, please register using the following link: KULR
Fourth Quarter and Full Year 2024 Earnings Call. After registering,
an email will be sent, including dial-in details and a unique
conference call access code and PIN required to join the live call.
The conference call will be available for replay here via the
Investor Relations section on KULR's website
(www.kulrtechnology.com).
About KULR Technology Group
Headquartered in San Diego, California, KULR Technology Group Inc.
-- www.kulrtechnology.com -- delivers cutting edge energy storage
solutions for space, aerospace, and defense by leveraging a
foundation of in-house battery design expertise, comprehensive cell
and battery testing suite, and battery fabrication and production
capabilities. The Company's holistic offering allows delivery of
commercial-off-the-shelf and custom next generation energy storage
systems in rapid timelines for a fraction of the cost compared to
traditional programs.
Los Angeles, Calif.-based Marcum LLP, the Company's auditor since
2018, issued a "going concern" qualification in its report dated
April 12, 2024, citing that the Company has a working capital
deficit, has incurred losses from operations, 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.
As of Dec. 31, 2023, the Company had cash of $1,194,764 and working
capital deficit of $2,994,753. During the year ended Dec. 31, 2023,
the Company incurred a net loss of $23,693,556 and used cash in
operations of $11,965,387.
LAKE SPOFFORD: Files Emergency Bid to Use Cash Collateral
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Lake Spofford Cabins, Inc. asked the U.S. Bankruptcy Court for the
District of New Hampshire for authority to use cash collateral.
The Debtor needs to use cash collateral to operate, cover expenses,
and service debt.
The Debtor owns and operates real estate at 1 Spofford Cabins Way
in Chesterfield, New Hampshire, where it rents out cabins and
cottages. The Debtor has been involved in various legal disputes
related to property boundaries, easements, and surface water
runoff.
The Debtor previously filed a Chapter 11 bankruptcy case in 2023,
but it was dismissed. LSC filed for bankruptcy again on March 3.
The Debtor was involved in a settlement agreement in 2004 with
adjacent property owners, which has since been revisited in 2019
due to alleged violations. A judgment of $131,028 was issued
against LSC, and real estate attachments of $154,000 were granted
in September 2024.
The Debtor faces a Sheriff's Sale of property on March 4, 2025, due
to these judgments.
The Debtor's secured creditor is the Judgment Creditors (Judith
Schmidt, Richard Zurmuhlen, and Devey Zurmuhlen), with a secured
claim of approximately $160,000, backed by the real property valued
at $750,000-$1,000,000. The Judgment Creditors have a significant
equity cushion and are adequately protected by the property's
value.
As adequate protection, the Debtor proposed to provide replacement
liens to the Judgment Creditors.
A copy of the motion is available at https://urlcurt.com/u?l=WlgaTA
from PacerMonitor.com.
About Lake Spofford Cabins Inc.
Lake Spofford Cabins Inc., located in Spofford, NH, offers
year-round rental cottages on Spofford Lake with amenities such as
fully furnished interiors, Wi-Fi, and access to a private beach,
docks, and watercraft.
Lake Spofford Cabins, Inc. sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D.N.H. Case No. 25-10128 on March 3,
2025. In its petition, the Debtor reports estimated assets between
$1 million and $10 million and estimated liabilities between
$100,000 and $500,000.
The Debtor is represented by William J. Amann, Esq., at Amann
Burnett, PLLC.
LAVISSANI LLC: Hires Larson & Zirzow as Bankruptcy Counsel
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Lavissani, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Nevada to employ Larson & Zirzow, LLC as bankruptcy
counsel.
The firm's services include:
(a) prepare on behalf of the Debtor all necessary or
appropriate legal papers in connection with the administration of
its bankruptcy estate;
(b) take all necessary or appropriate actions in connection
with a plan of reorganization and all related documents, and such
further actions as may be required in connection with the
administration of the Debtor's estate;
(c) take all necessary actions to protect and preserve the
Debtor's estate; and
(d) perform all other necessary legal services in connection
with the prosecution of the Chapter 11 case.
The firm will be paid at these rates:
Matthew C. Zirzow, Principal $650 per hour
Benjamin Chambliss, Associate $500 per hour
Patricia Huelsman, Paralegal $295 per hour
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a pre-petition retainer in the amount of
$35,000.
Mr. Zirzow disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Matthew C. Zirzow, Esq.
Larson & Zirzow, LLC
850 E. Bonneville Ave.
Las Vegas, NV 89101
Tel: (702) 382-1170
Fax: (702) 382-1169
Email: mzirzow@lzlawnv.com
About Lavissani, LLC
Lavissani LLC is a limited liability company.
Lavissani LLC sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Nev. Case No. 25-10964) on February 24, 2025. In
its petition, the Debtor reports estimated assets and liabilities
between $1 million and $10 million each.
Honorable Bankruptcy Judge August B. Landis handles the case.
The Debtor is represented by Matthew C. Zirzow, Esq., atLARSON &
ZIRZOW, LLC.
LEFEVER MATTSON: Hires Coldwell Banker as Real Estate Broker
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Lefever Mattson and its affiliates seek approval from the U.S.
Bankruptcy Court for the Northern District of California to employ
NRT West, Inc. d/b/a Coldwell Banker Realty as real estate broker.
The firm will market and sell these real properties of the
Debtors:
-- 5601 Walnut Avenue #4 Orangevale, CA;
-- 9120 Polhemus Drive/9300 Mazatlan Way Elk Grove, CA;
-- 7210/7212 Grady Drive Citrus Heights, CA;
-- 7300 Berna/7325 Arleta Sacramento, CA;
-- 7303/7305 Berna Way Sacramento, CA;
-- 7304/7306 Arleta Court Sacramento, CA;
-- 7308/7310 Arleta Court Sacramento, CA;
-- 7312/7314 Berna Way Sacramento, CA;
-- 7316/7318 Arleta Court Sacramento, CA;
-- 7319 Arleta/7301 Berna Sacramento, CA;
-- 7320/7322 Arleta Court Sacramento, CA;
-- 7319/7321 Berna Way Sacramento, CA;
-- 7324/7326 Arleta Court Sacramento, CA;
-- 7327/7329 Berna Way Sacramento, CA;
-- 7328/7330 Arleta Court Sacramento, CA;
-- 7332/7334 Arleta Court Sacramento, CA;
-- 7339/7341 Arleta Court Sacramento, CA;
-- 6346/6348 Sorrell Court Citrus Heights, CA;
-- 5509 Orange Ave/7343 Arleta Sacramento, CA;
-- 5513/5515 Missie Way Sacramento, CA;
-- 5521/5523 Missie Way Sacramento, CA;
-- 5335/5337 Gibbons Drive Carmichael, CA;
-- 5537/5539 Missie Way Sacramento, CA;
-- 5605 Orange Avenue/7320 Berna Way, Sacramento, CA;
-- 5601/5603 Orange Avenue Sacramento, CA;
-- 7335/7337 Arleta Court Sacramento, CA; and
-- 5818 Engle Road Carmichael, CA.
The firm will be paid a commission of 2 percent of the sales price
for each property sold.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Thomas S. Phillips
NRT West, Inc. d/b/a Coldwell Banker Realty
730 Alhambra Blvd. Suite 150
Sacramento, CA 95816
Tel: (916) 799-4571
Email: tomphillipssacrealtor@gmail.com
About Lefever Mattson
LeFever Mattson, a California corporation, manages a large real
estate portfolio. Timothy LeFever and Kenneth W. Mattson each owns
50% of the equity in the company. Based in Citrus Heights, Calif.,
LeFever Mattson manages a portfolio of more than 200 properties,
comprised of commercial, residential, office, and mixed-use real
estate, as well as vacant land, located throughout Northern
California, primarily in Sonoma, Sacramento, and Solano Counties.
It generates income from the properties through rents and use the
proceeds to fund its operations.
LeFever Mattson and its affiliates filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 24-10545) on September
12, 2024. At the time of the filing, LeFever Mattson listed $100
million to $500 million in assets and $10 million to $50 million in
liabilities.
Judge Charles Novack oversees the cases.
Thomas B. Rupp, Esq., at Keller Benvenutti Kim LLP represents the
Debtors as counsel. Kurtzman Carson Consultants, LLC is the
Debtors' claims and noticing agent.
The U.S. Trustee for Region 17 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Pachulski Stang Ziehl & Jones, LLP.
LISBON CONCRETE: Bankr. Administrator Unable to Appoint Committee
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The U.S. Bankruptcy Administrator for the Eastern District of North
Carolina disclosed in a filing that no official committee of
unsecured creditors has been appointed in the Chapter 11 case of
Lisbon Concrete Corporation.
About Lisbon Concrete Corp.
Lisbon Concrete Corporation filed Chapter 11 bankruptcy petition
(Bankr. E.D.N.C. Case No. 25-00173) on Jan. 16, 2025, listing up to
$1 million in both assets and liabilities.
Judge Pamela W. Mcafee presides over the case.
The Debtor is represented by Paul D. Bradford, PLLC.
LOCAL EATERIES: Case Summary & 20 Largest Unsecured Creditors
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Three affiliated companies that concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
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Local Eateries, Inc. (Lead Case) 25-01131
501 Gallatin Road
Nashville, TN 37206
Local Eateries, LLC 25-01132
Porter Road Butcher Meat Co., LLC 25-01134
Business Description: Local Eateries, operating as Porter Road, is
a Nashville-based butcher shop, specializing
in US pasture-raised meats such as beef,
pork, chicken, and other market products,
all free from hormones and antibiotics. The
Company operates a retail shop and provides
nationwide delivery via its online platform,
offering premium, dry-aged meats to
customers across the U.S.
Chapter 11 Petition Date: March 17, 2025
Court: United States Bankruptcy Court
Middle District of Tennesse
Judge: Hon. Charles M Walker
Debtor's
Bankruptcy
Counsel: R. Alex Payne, Esq.
DUNHAM HILDEBRAND PAYNE WALDRON, PLLC
9020 Overlook Blvd., Suite 316
Brentwood, TN 37027
Tel: 629-777-6529
Fax: 615-777-3765
Email: alex@dhnashville.com
Lead Debtor's
Estimated Assets: $1 million to $10 million
Lead Debtor's
Estimated Liabilities: $10 million to $50 million
The petitions were signed by Chris Carter as co-founder.
Full-text copies of the petitions is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/WGSXPFY/Local_Eateries_Inc__tnmbke-25-01131__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/UULWLFY/Porter_Road_Butcher_Meat_Co_LLC__tnmbke-25-01134__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/XUWW6HQ/Local_Eateries_LLC__tnmbke-25-01132__0001.0.pdf?mcid=tGE4TAMA
List of the Lead Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Backbone Enterprises 2, LLC SAFE Note $450,000
5633 Peep O Day Lane
Loveland, CO 80538
2. Chris Roach Blanket Lien $300,000
1780 46th Ave
Capitola, CA 95010
3. David Harding SAFE Note $200,000
PO Box 30
Lincoln, MA 01773
4. Hampton Premium Meats $174,986
1890 Pembroke Road
Hopkinsville, KY 42240
5. J&C Limited Family SAFE Note $200,000
Partnership, LLC
4442 West Lane
Cuba City, WI 53807
6. J&M KY Properties LLC $168,045
25955 S. Carmel
Hills Drive
Carmel, CA
93923-8356
7. Jason Anderlite SAFE Note $250,000
63 Pasatiempo Drive
Santa Cruz, CA 95060
8. Jesse Rogers SAFE Note $250,000
278 Park Lane
Atherton, CA 94027
9. Joey Rittenberry Farm $1,034,194
884 Klondike Mine Road
Burna, KY 42028
10. L37 Annapurna Evergreen, LP SAFE Note $1,000,000
23915 E. Cliff Dirve
Santa Cruz, CA 95062
11. Lucy Carter Personal Loan $164,000
2120 Harding Place
Nashville, TN 37215
12. Manufactured $4,694,325
Networks, Inc.
10000 Washington
Blvd., 6th Floor
Culver City, CA 90232
13. PIRS Capital, LLC Accounts $480,000
1688 Meridian Ave, Receivable
Ste 700
Miami Beach, FL 33139
14. RDM Capital $145,262
Funding, LLC
DBA FinTap
777 Passaic Ave,
Ste 375
Clifton, NJ 07012
15. Robert Ryan Chapman SAFE Note $250,000
2090 Old Airport Road
Nunnelly, TN 37137
16. Sam Reed SAFE Note $250,000
865 Robertson
Academy Road
Nashville, TN 37220
17. Shopify Capital, Inc. Blanket Lien $395,000
103 Fould Road
Suite 218F
Wilmington, DE 19803
18. Stanford & Lindsey Phillips SAFE Note $200,000
159 Avery St
Decatur, GA 30030
19. UPS $280,695
PO Box 809488
Chicago, IL 60680
20. William H. Freeman Trust SAFE Note $1,000,000
3810 Bedford Ave,
Suite 300
Nashville, TN 37215
LUCAS CONSTRUCTION: Gets Interim OK to Use Cash Collateral
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Lucas Construction Group, Inc. received interim approval from the
U.S. Bankruptcy Court for the District of New Jersey to use cash
collateral.
The Debtor needs to use cash collateral to pay its ordinary and
necessary business expenses.
Internal Revenue Service and BCB Community Bank assert an interest
in the Debtor's cash collateral.
On March 28, 2018, the Debtor executed an SBA guaranteed promissory
note to BCB in the amount of $5 million.
The BCB Loan was secured by a perfected blanket security interest
in all of the Debtor's equipment, fixtures, inventory, accounts,
instruments, chattel paper, general intangibles, and was guaranteed
by non-debtors, Lionel Lucas, Anthony Lucas, and 631 Associates,
LLC.
There is a balance of approximately $1.8 million on the BCB Loan.
The IRS filed a Federal Tax Lien dated January 8, 2018, in the
amount of $1.9 million.
As protection, the IRS and BCB were granted a replacement perfected
security interest in and lien on post-petition assets of the
Debtor.
The next hearing is set for April 22. Objections are due by April
15.
About Lucas Construction Group Inc.
Lucas Construction Group, Inc. is a construction company based in
Morganville, New Jersey, specializing in heavy highway and road
construction as well as site redevelopment projects for both public
and private sectors. With over 15 years of experience, the Company
has worked with various federal, state, and local agencies,
handling complex construction tasks.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. N.J. Case No. 25-12404) on March 7,
2025. In the petition signed by Anthony Lucas, president, the
Debtor disclosed $5,181,262 in assets and $16,950,049 in
liabilities.
Judge Christine M. Gravelle oversees the case.
Andrew J. Kelly, Esq., at The Kelly Firm, P.C., represents the
Debtor as legal counsel.
MARIZYME INC: Restate Financials for Q1 and Q2 2024 Due to Errors
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Marizyme, Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that the Audit Committee, after
discussions with the Company's management, concluded that the
Company's previously issued financial statements as of and for the
quarterly periods ended March 31, 2024 and June 30, 2024 should no
longer be relied upon due to misstatements that are described below
and that the Company would restate such financial statements to
make the necessary accounting corrections.
The Company evaluated the materiality of these errors both
qualitatively and quantitatively in accordance with Staff
Accounting Bulletin No. 99, Materiality, and SAB No. 108,
Considering the Effects of Prior Year Misstatements on Currently
Issued Financial Statements. Based on this evaluation, the Company
determined that the effect of these corrections was material to the
financial statements for the interim periods ended March 31, 2024
and June 30, 2024. As a result of the material misstatements, the
Company will be restating its previously issued financial
statements for the periods referenced above, in accordance with ASC
250, Accounting Changes and Error Corrections. The Company has
determined that these errors were the result of a material weakness
in proper technical analysis of debt/equity transactions, resulting
in the conclusion that the Company's internal control over
financial reporting and the Company's disclosure controls and
procedures were not effective. The Company has not filed, and does
not intend to file, amendments to the previously filed Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2024 and June
30, 2024, but instead is restating its unaudited interim condensed
consolidated financial statements within September 30, 2024 Form
10-Q.
The restatements for the Company's previously issued financial
statements as of and for the quarterly periods ended March 31, 2024
and June 30, 2024, included the following:
1. During the three and nine months ended September 30, 2024,
the Company amended certain Convertible Notes - Units Private
Placement and Convertible Notes - OID, extending their original
maturity dates in 2024 by one year from their respective original
maturity dates. Additionally, the detachable warrants attached to
the Convertible Notes - OID had their maturity extended by two
years. The modifications resulted in:
* A difference between the reacquisition price of the debt and
the net carrying amount of the extinguished debt.
* In the original filing, this difference between the
reacquisition price of the debt and the net carrying amount of the
extinguished debt was incorrectly recorded as part of the
convertible debt discount to be amortized over the remaining life
of the notes.
* In the amendments to the previously filed Quarterly Reports
on Form 10-Q for the quarters ended March 31, 2024 and June 30,
2024, the difference will be correctly recognized in the other
income/expense of the period of extinguishment as loss and
identified as a separate line item.
2. The original Convertible Notes – Units Private Placement
were modified. The modification resulted in:
* A difference between the reacquisition price of the debt and
the net carrying amount of the extinguished debt.
* In the original filing, this difference was incorrectly
recorded as part of the convertible debt discount to be amortized
over the remaining life of the notes.
* In the amendments, the difference will be correctly
recognized in the income of the period of extinguishment as loss
and identified as a separate line item.
3. Additionally, following the recalculation of the carrying
value of the notes after extinguishment, the fair market value of
the warrants attached to the Convertible Notes – Units Private
Placement and Convertible Notes - OID increased. This adjustment
impacted the Company's additional paid-in capital and contributed
to the loss on extinguishment recognized in the period.
Accordingly, investors should no longer rely upon the Company's
previously released financial statements for the Non-Reliance
Period.
At this time, the Company has completed its review and the expected
financial impact of the Errors described above. The Company will
file a Form 10-Q for quarter year ended September 30, 2024, as soon
as practicable.
The foregoing changes will not have any impact on the Company's
cash position, cash flow, revenues or liquidity.
About Marizyme
Marizyme, Inc. is a medical technology company changing the
landscape of cardiac care by delivering innovative solutions for
coronary artery bypass graft (CABG) surgery.
East Brunswick, New Jersey-based WithumSmith+Brown, PC, the
Company's auditor since 2020, issued a "going concern"
qualification in its report dated May 13, 2024, citing that the
Company has suffered recurring losses from operations, has
experienced cash used from operations in excess of its current cash
position, and has an accumulated deficit, that raise substantial
doubt about its ability to continue as a going concern.
MEGNA PRECISION: Hires Michael D. Kwasigroch as General Counsel
---------------------------------------------------------------
Megna Precision Sheet Metal Fabrication Company, Inc. seeks
approval from the U.S. Bankruptcy Court for the Central District of
California to employ Law Offices of Michael D. Kwasigroch as
general counsel.
The firm's services include:
a. proposing a plan, drafting and proposing a disclosure
statement;
b. assisting with all United States trustee requirements,
litigating certain potential disputes;
c. filing of schedules, plan, disclosure statement, motion to
approve plan and disclosure statement; and
d. objecting to claims, opposing any potential adversary
proceedings or motions for relief from stay or other, as the
debtor, as a legal entity and not an individual, needs an attorney
for representation.
The firm will be paid at $595 per hour.
The firm received a retainer in the amount of $7,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael D. Kwasigroch, Esq., a partner at Law Offices of Michael D.
Kwasigroch, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Michael D. Kwasigroch Esq.
Law Offices of Michael D. Kwasigroch
1975 Royal Ave Suite 4
Simi Valley, CA 93065
Telephone: (805) 522-1800
Email: (805) 522-1800
About Megna Precision Sheet Metal
Fabrication Company, Inc.
Megna Precision Sheet Metal Fabrication Company, Inc., filed a
Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 25-10253)
on Feb. 19, 2025, disclosing under $1 million in both assets and
liabilities. The Debtor is represented by LAW OFFICES OF MICHAEL D.
KWASIGROCH.
MIDWEST CHRISTIAN: To Sell Pharmacy Business to RNG BEH CN for $45K
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Midwest Christian Villages Inc. and its affiliate, Senior Care
Pharmacy Services LLC (Pharmacy), seek permission from the U.S.
Bankruptcy Court for the Eastern District of Missouri, Eastern
Division, to sell Assets, free and clear of liens, interests, and
encumbrances.
The Debtors want to sell their pharmacy business and real property
located at 1212 Bear Ln. Monticello, IL.
The Debtor and its financial advisor, B.C. Ziegler and Company,
launched a comprehensive marketing process to engage in third
parties in the potential sale transaction of some or substantially
all of its asserts and/or equity interests, including the pharmacy.
The Debtors entered an Asset Purchase agreement with CH Arcadia to
purchase the Pharmacy and Illinois Facilities, however, the buyer
has failed to close the sale by the required closing date.
The Debtors entered another purchase agreement with RNG BEH CN CL
MG LLC to purchase the Properties in a cash payment of $45,000.00.
The Debtors believe that the proposed Sale from RNG BEH is in the
best interests of the Debtors and their estates, as it serves to
maximize the value of the Pharmacy.
The Purchase Price is the highest or otherwise best offer for the
Pharmacy, the Sale minimizes disruption to the Debtors' businesses,
allows for the continued employment of the Pharmacy's employees,
and the Buyer has the financial capacity to close the Sale quickly,
minimizing any administrative burden to the Debtors.
The Debtors assert that the Buyer has adequate cash to consummate
the Sale on an expeditious timeline, without the need to finalize
and secure funding.
About Midwest Christian Villages Inc.
Midwest Christian Villages Inc. operates a mix of independent,
assisted and skilled nursing campuses in 10 locations across the
Midwest, serving over 1,000 residents.
Midwest Christian Villages and its affiliates filed their voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Mo. Lead Case No. 24-42473) on July 16, 2024, listing
$1 million to $10 million in assets and $10 million to $50 million
in liabilities. The petitions were signed by Kate Bertram, chief
operating officer.
Judge Kathy Surratt-States oversees the cases.
The Debtors tapped Stephen O'Brien, Esq., at Dentons US, LLP and
Summers Compton Wells, LLC as bankruptcy counsels; B.C. Ziegler and
Company as investment banker; and Plante Moran as auditor and tax
consultant. Kurtzman Carson Consultants, LLC, doing business as
Verita Global, is the claims and noticing agent.
The U.S. Trustee for Region 13 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee tapped Cullen and Dykman, LLP as general counsel;
Sandberg Phoenix & von Gontard P.C. and Schmidt Basch, LLC as local
counsel; and Province, LLC as financial advisor.
MODIVCARE INC: A. Cunningham, D.M. Gonzales Named Board Members
---------------------------------------------------------------
ModivCare Inc. disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on March 6, 2025, the board
of directors of the Company appointed Alec Cunningham and David
Mounts Gonzales as members of the Board, effective March 7, 2025.
The Board determined that Mr. Cunningham and Mr. Mounts Gonzales
satisfy the requirements provided in the Nasdaq Listing Rules and
the criteria of the Board to be independent directors. As
previously disclosed, on January 9, 2025, the Company entered into
Amendment No. 5 to its Credit Agreement, dated as of February 3,
2022. Pursuant to the Fifth Amendment, the Company has an
obligation to appoint to the Board three directors acceptable to
certain lenders party thereto, subject to certain conditions. The
appointment of Mr. Cunningham is a part of the Company's
contractual obligations pursuant to the Fifth Amendment. There are
no relationships or related party transactions between the Company
and Mr. Cunningham or Mr. Mounts Gonzales, of the type required to
be disclosed under applicable Securities and Exchange Commission
rules.
Mr. Cunningham is a proven board member and public and
private-company CEO with significant national experience with
Medicaid, Medicare, and other public-funded healthcare programs,
who has delivered excellent operating results in development and
turnaround situations. He has unique talent and deep expertise in
the policies and operations of government-sponsored health
insurance programs and risk-bearing provider organizations. He
spent nine years with WellCare Health Plans, a managed care
provider of government-sponsored health insurance programs across
the United States, where he served as Chief Executive Officer from
2009 to 2013. During his tenure as CEO, Mr. Cunningham led a
strategic, operational, and financial transformation of WellCare.
Mr. Cunningham also served as Chief Operating Officer at Aetna, a
CVS Health company and top private insurance provider in the United
States. Mr. Cunningham holds an MBA from the University of Southern
California and a bachelor’s degree in economics from Oklahoma
State University.
Mr. Mounts Gonzales is a General Partner of the AI Catalyst Fund, a
significant shareholder in the Company, which invests in public
companies to enhance their use of artificial intelligence and
advanced technology through strategic engagement. He is an
experienced chief executive and public company director, having
served as CEO of Inmar Intelligence, a data-driven commerce and
analytics platform, from 2010 to 2022, including as Chairman from
2014 to 2022. Previously, he held senior leadership roles at
Domino’s Pizza, Inc. as EVP of Supply Chain and CFO, driving
innovation in technology, product, and logistics, and at UPS, Inc.,
where he held multiple executive positions, including International
Country Manager, Corporate Controller, and SVP of UPS Capital. His
expertise in AI, analytics, and strategic cost optimization will
support the Company in driving operational efficiencies and
long-term value creation. Mr. Mounts Gonzales holds an MBA from the
Wharton School at the University of Pennsylvania and a Bachelor of
Science degree from the University of Nevada, Las Vegas.
Mr. Cunningham and Mr. Mounts Gonzales will receive compensation
for service as non-employee directors of the Company consistent
with the compensation generally provided to other non-employee
directors, as determined by the Board from time to time.
Compensation for the Company’s non-employee directors is
described in the Company’s Definitive Proxy Statement for its
2024 Annual Meeting of Shareholders filed with the Securities and
Exchange Commission on April 29, 2024.
About ModivCare
ModivCare Inc. is a technology-enabled healthcare services company
that provides a suite of integrated supportive care solutions for
public and private payors and their members.
* * *
S&P Global Ratings lowered its issuer credit rating on ModivCare
Inc. to 'CCC+' from 'B-'. The outlook is negative.
MODIVCARE INC: Completes $251 Million Senior Notes Exchange
-----------------------------------------------------------
As previously disclosed by ModivCare Inc. in a Current Report on
Form 8-K filed by the Company with the Securities and Exchange
Commission, on January 9, 2025, the Company entered into a
privately negotiated exchange agreement with holders of the
Company's 5.000% Senior Notes due 2029 to exchange $251 million
principal amount of the Senior Notes for an equivalent principal
amount of second lien senior secured PIK toggle notes to be issued
by the Company pursuant to the Second Lien Notes Indenture, on the
terms and subject to the conditions set forth in the Exchange
Agreement, subject to the receipt of requisite consents to:
(i) make amendments to the indenture governing the Senior
Notes, including:
(a) the elimination of substantially all of the covenants
and events of default in the Senior Notes Indenture and
(b) the release of the guarantees provided by the
guarantors party to the Senior Notes Indenture, and
(ii) enter into a subordination agreement, pursuant to which
the Senior Notes will be subordinated in right of payment to the
outstanding indebtedness under the Company's existing credit
agreement, as amended, amounting to $866.4 million in aggregate
principal amount as of March 7, 2025, and the Second Lien Notes,
amounting to $251 million in aggregate principal amount as of March
7, 2025, subject to Section 6.07 of the Senior Notes Indenture.
Following the satisfaction of customary closing conditions and the
receipt of the Exit Consents, the Exchange was consummated and the
Second Lien Notes were issued on March 7, 2025.
Fifth Supplemental Indenture:
On March 7, 2025, upon receipt of the requisite Exit Consents, the
Company, the guarantors party to the Senior Notes Indenture and
Wilmington Savings Fund Society, FSB (as the successor to The Bank
of New York Mellon Trust Company, N.A.), as trustee, entered into
the Fifth Supplemental Indenture to the Senior Notes Indenture to
effect the Amendments, as further described above and in the Fifth
Supplemental Indenture.
Second Lien Notes Indenture:
The Second Lien Notes were issued pursuant to, and are governed by,
an indenture, dated as of March 7, 2025, among the Company, the
guarantors party thereto and Ankura Trust Company, LLC, as trustee
and notes collateral agent.
The Second Lien Notes are the Company's senior, secured obligations
and will accrue interest at a rate of, at the Company's election,
subject to certain conditions,
(i) 5.000% per annum, if interest is paid in cash, and
(ii) 10.000% per annum, if interest is paid in kind, in each
case payable semi-annually in arrears on April 1 and October 1 of
each year, beginning on April 1, 2025.
Interest will be paid in kind by increasing the aggregate principal
amount of one or more outstanding global notes representing the
Second Lien Notes, or issuing additional Second Lien Notes,
calculated based on the then outstanding principal of the Second
Lien Notes. The Company will not be permitted to pay interest in
kind in any interest period if the Company's Liquidity (as defined
in, and calculated in accordance with, the Second Lien Notes
Indenture) is greater than $100 million on any applicable record
date occurring on and after March 15, 2026, for any such interest
period. The Second Lien Notes are fully and unconditionally
guaranteed by the Guarantors and rank equal in right of payment
with all of the Company's and each Guarantor's existing and future
senior indebtedness, including indebtedness under the Credit
Agreement. The Second Lien Notes and the related guarantees are
secured on a second-priority basis, subject to permitted liens, by
security interests on substantially all of the assets and
properties of the Company and the Guarantors, which assets and
properties also secure the indebtedness under the Credit Agreement
on a first-priority basis. The Second Lien Notes will mature on
October 1, 2029.
The Second Lien Notes Indenture contains covenants that, among
other things, restrict the Company's ability and the ability of its
subsidiaries to, among other things, incur additional indebtedness;
make certain investments; create or incur certain liens; enter into
certain transactions with affiliates; merge, consolidate,
amalgamate or transfer substantially all of its assets; agree to
dividend or other payment restrictions affecting its subsidiaries;
and transfer or sell assets, including capital stock of its
subsidiaries. These covenants, however, are subject to a number of
important exceptions and qualifications.
The Company may redeem the Second Lien Notes, in whole or in part,
at any time, at the redemption prices set forth in the Second Lien
Indenture, plus accrued and unpaid interest, if any, to, but
excluding, the date of redemption.
About ModivCare
ModivCare Inc. is a technology-enabled healthcare services company
that provides a suite of integrated supportive care solutions for
public and private payors and their members.
* * *
In January 2025, S&P Global Ratings lowered its issuer credit
rating on ModivCare Inc. to 'CCC+' from 'B-'. The outlook is
negative.
In March 2025, S&P Global Ratings assigned its 'CCC-' issue-level
rating and '6' recovery rating to the new $251 million second-lien
notes by ModivCare Inc. The '6' recovery rating indicates its
expectation for negligible (0%-10%; rounded estimate: 0%) recovery
in the event of default.
The exchange follows ModivCare's January 2025 announcement that it
would exchange up to $251 million of senior unsecured notes for
second-lien payment-in-kind (PIK) toggle notes. Concurrently with
the transaction, the existing senior unsecured notes outstanding
will reduce to $249 million. S&P expects the transaction will be
leverage neutral because it will not affect total debt
outstanding.
Additionally, investor Coliseum Capital Management LLC intends to
fund an additional $30 million of second-lien notes and it will
exchange $20 million of its existing senior unsecured notes into
second-lien notes, subject to shareholder vote on March 13.
S&P said, "Our 'CCC+' issuer credit rating and negative outlook
reflects our expectations for continued cash flow deficits and
EBITDA margin pressure as Medicaid redeterminations and
cost-savings initiatives are further delayed into 2025.
MOM CA INVESTOR: Case Summary & 10 Unsecured Creditors
------------------------------------------------------
Three affiliates that simultaneously filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
MOM CA Investor Group LLC 25-10510
520 Newport Center Drive
Suite 480
Newport Beach, CA 92660
MOM BS Investor Group LLC 25-10512
MOM AS Investor Group LLC 25-10513
Business Description: The Debtors directly own and manage a large
real estate portfolio throughout Southern
California using a network of special
purpose entities.
Chapter 11 Petition Date: March 17, 2025
Court: United States Bankruptcy Court
District of Delaware
Judge: Hon. Brendan Linehan Shannon
Debtors'
General
Bankruptcy
Counsel: Ericka F. Johnson, Esq.
BAYARD P.A.
600 N. King St
Suite 400
Wilmington, DE 19801
Tel: (302) 429-4275
Email: ejohnson@bayardlaw.com
MOM CA Investor Group LLC's
Estimated Assets: $50 million to $100 million
MOM CA Investor Group LLC's
Estimated Liabilities: $10 million to $50 million
MOM BS Investor Group LLC's
Estimated Assets: $10 million to $50 million
MOM BS Investor Group LLC's
Estimated Liabilities: $10 million to $50 million
MOM AS Investor Group LLC's
Estimated Assets: $10 million to $50 million
MOM AS Investor Group LLC's
Estimated Liabilities: $10 million to $50 million
The petitions were signed by Peter Kravitz as independent manager.
Full-text copies of the petitions are available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/JQJOFYA/MOM_CA_Investor_Group_LLC__debke-25-10510__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/XVCLG4I/MOM_BS_Investor_Group_LLC__debke-25-10512__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/KTLIQZA/MOM_AS_Investor_Group_LLC__debke-25-10513__0001.0.pdf?mcid=tGE4TAMA
A. List of MOM CA Investor Group LLC's 10 Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Bridge Moh 1 LLC Notes $20,000,000
520 Newport Center Dr.
Suite 480
Newport Beach, CA 92660
2. Bridge Moh LLC Notes $7,000,000
520 Newport Center Dr.
Suite 480
Newport Beach, CA 92660
3. Bridgegap Group LLC Notes $2,200,000
520 Newport Center Dr.
Suite 480
Newport Beach, CA 92660
4. 4G Wireless, Inc. Litigation $0
303 Broadway St.
104-105
Laguna Beach, CA 92651
Aaron M. May, Esq.
Joseph Ybarra, Esq.
Email: aaron.may@halpernmay.com;
Email: joseph.ybarra@halpernmay.com
Phone: (213) 402-1900
5. Mohammad Honarkar Litigation $0
Address on File
Aaron May, Joseph Ybarra
Email: aaron.may@halpernmay,com;
Email: joseph.ybarra@halpernmay.com
Phone: (213) 402-1900
6. MOM AS Investco, LLC Litigation $0
520 Newport Center Drive
Suite 480
Newport Beach, CA 92660
Jeffrey K. Garfinkle,
Rebecca Wicks
Email: jgarfinkle@buchalter.com;
rwicks@buchalter.com
Phone: (949) 760-1121
7. MOM BS Investco, LLC Litigation $0
520 Newport Center Drive
Suite 480
Newport Beach, CA 92660
Jeffrey Garfinkle,
Rebecca Wicks
Email: jgarfinkle@buchalter.com;
rwicks@buchalter.com
Phone: (949) 760-1121
8. MOM CA Investco, LLC Litigation $0
520 Newport Center Drive
Suite 480
Newport Beach, CA 92660
Jeffrey K. Garfinkle;
Rebecca Wicks
Email: jgarfinkle@buchalter.com;
rwicks@buchalter.com
Phone: (949) 760-1121
9. Palm Desert Litigation $0
Collective Resorts, LLC
350 Forest Avenue
#1438
Laguna Beach, CA 92652
Aaron May, Joseph Ybarra
aaron.may@halpernmay,com;
joseph.ybarra@halpernmay.com
Phone: (213) 402-1900
10. The Picerne Group, Inc. Litigation $0
5000 Birch St.
East Tower, Suite 600
Newport Beach, CA 92660
Navi Singh Dhillon;
Adam Fee
Email: navidhillon@paulhastings.com;
adamfee@paulhastings.com
Phone: (213) 683-6000
B. List of MOM BS Investor Group LLC's Eight Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Bridge Moh 1 LLC Notes $20,000,000
520 Newport Center Dr.
Suite 480
Newport Beach, CA 92660
2. Bridge Moh LLC Notes $7,000,000
520 Newport Center Dr.
Ste. 480
Palm Desert, CA 92260
3. Bridgegap Group LLC Notes $2,200,000
520 Newport Center Dr.
Suite 480
Newport Beach, CA 92660
4. 4G Wireless, Inc. Litigation $0
303 Broadway St
104-105
Newport Beach, CA 92661
Aaron May, Joseph Ybarra
Email: Aaron.May@halpernmay.com;
Joseph.Ybarra@halpernmay.com
Phone: (213) 402-1900
5. Mohammad Litigation $0
Honarkar
Address on File
Aaron May, Joseph Ybarra
Email: Aaron.May@halpernmay.com;
Email: Joseph.Ybarra@halpernmay.com
Phone: (213)412-1900
6. MOM AS Investco, LLC Litigation $0
520 Newport Center Drive
Suite 480
Newport Beach, CA 92660
Jeffrey Garfinkle, Rebecca Wicks
Email: jgarfinkle@buchalter.com;
rwicks@buchalter.com
Phone: (949) 760-1121
7. MOM BS Investco, LLC Litigation $0
520 Newport Center Drive
Suite 480
Newport Beach, CA 92660
Jeffrey Garfinkle,
Rebecca Wicks
Email: jgarfinkle@buchalter.com;
rwicks@buchalter.com
Phone: (949) 760-1121
8. MOM CA Investco, LLC Litigation $0
520 Newport Center Drive
Suite 480
Newport Beach, CA 92660
Jeffrey Garfinkle,
Rebecca Wicks
Email: jgarfinkle@buchalter.com,
Email: rwicks@buchalter.com
Phone: (949) 760-1121
C. List of MOM AS Investor Group LLC's Eight Unsecured Creditors:
Entity Nature of Claim Claim Amount
1. Bridge Moh 1 LLC Notes $20,000,000
520 Newport Center Dr.
Suite 480
Newport Beach, CA 92660
2. Bridge Moh LLC Notes $7,000,000
520 Newport Center Dr.
Ste. 480
Newport Beach, CA 92660
3. Bridgegap Group LLC Notes $2,200,000
520 Newport Center Dr.
Suite 480
Newport Beach, CA 92660
4. 4G Wireless, Inc. Litigation $0
303 Broadway St
104-105
Laguna Beach, CA 92651
Aaron May, Joseph Ybarra
Email: aaron.may@halpernmay.com;
josephybarra@halpernmay.com
Phone: (213) 402-1900
5. Mohammad Honarkar Litigation $0
Address on File
Aaron May, Joseph Ybarra
Email: aaron.may@halpernmay.com;
josephybarra@halpernmay.com
Phone: (213) 402-1900
6. MOM AS Investco, LLC Litigation $0
520 Newport Center Drive
Suite 480
Newport Beach, CA 92660
Jeffrey Garfinkle;
Rebecca Wicks
Email: jgarfinkle@buchalter.com;
rwicks@buchalter.com
Phone: (949) 760-1121
7. MOM BS Investco, LLC Litigation $0
520 Newport Center Drive
Suite 480
Newport Beach, CA 92660
Jeffrey Garfinkle,
Rebecca Wicks
Email: jgarfinkle@buchalter.com;
rwicks@buchalter.com
Phone: (949) 760-1121
8. MOM CA Investco, LLC Litigation $0
520 Newport Center Drive
Suite 480
Newport Beach, CA 92660
Jeffrey Garfinkle,
Rebecca Wicks
Email: jgarfinkle@buchalter.com;
rwicks@buchalter.com
Phone: (949) 760-1121
MOM CA: Gets Interim OK to Use Cash Collateral
----------------------------------------------
MOM CA Investco, LLC and affiliates received interim approval from
the U.S. Bankruptcy Court for the District of Delaware to use cash
collateral to pay their expenses.
The interim order authorized the Debtors to use cash collateral
during the period from March 19 until March 31 or until the
occurrence of so-called termination events.
As protection for the use of their cash collateral, the Debtors'
lenders were granted replacement liens on assets of the Debtors to
the same extent and with the same validity, priority and
enforceability as its pre-bankruptcy liens.
The lenders are Enterprise Bank & Trust, PMF CA REIT, LLC, Lone Oak
Fund, LLC, Wilshire Quinn Income Fund, LLC, Preferred Bank, and
Banc of California.
The final hearing is set for March 31. Objections are due by March
24.
The Debtors are a real estate joint venture with a portfolio of
commercial properties, including hotels, office buildings,
apartment complexes, and vacation rental homes.
The properties are primarily owned by subsidiary special purpose
entities, with the parent entities being MOM CA Investco LLC, MOM
AS Investco LLC, and MOM BS Investco LLC.
Enterprise Bank is represented by:
Eric M. Sutty, Esq.
Armstrong Teasdale LLP
1007 North Market Street, Third Floor
Wilmington, DE 19801
Telephone: (302) 416.9670
Fax: (302) 397.2527
esutty@atllp.com
-- and --
David L. Going, Esq.
Armstrong Teasdale LLP
7700 Forsyth Blvd., Suite 1800
St. Louis, MO 63105
Tel: (314) 621.5070
Fax: (314) 621.2250
dgoing@atllp.com
Wilshire Quinn Income Fund is represented by:
Catherine Di Lorenzo, Esq.
Daire Pyle, Esq.
Stern & Eisenberg, PC
200 Biddle Avenue, Suite 107
Newark, DE 19702
Phone: (302) 731-7200
DE_Foreclosure@sterneisenberg.com
Banc of California is represented by:
Richard M. Pachulski, Esq.
Ira D. Kharasch, Esq.
James E. O’Neill, Esq.
Edward A. Corma, Esq.
Pachulski Stang Ziehl & Jones, LLP
919 North Market Street, 17th Floor
Wilmington, Delaware 19801
Telephone: (302) 652-4100
Facsimile: (302) 652-4400
joneill@pszjlaw.com
ecorma@pszjlaw.com
About MOM CA Investco LLC
MOM CA Investco LLC and affiliates constitute a real estate joint
venture comprised of a portfolio of commercial properties owned by
the Debtors. The properties that make up the portfolio include
hotels, an apartment complex, office buildings, other commercial
real estate, and individual homes used as luxury vacation rentals.
The Debtors have requested joint administration of their Chapter 11
cases under lead Case No. 25-10321 (Bankr. D. Del. in MOM CA
Investco LLC).
In the petition signed by Mark Shinderman, chief restructuring
officer, the Debor disclosed up to $500 million in both assets and
liabilities.
Judge Brendan Linehan Shannon oversees the case.
The Debtors tapped Buchalter, A Professional Corporation as lead
bankruptcy counsel; Potter Anderson & Corroon, LLP as bankruptcy
co-counsel; and FTI Consulting, Inc. as restructuring advisor.
MOORE HOLDINGS: Hires RE/MAX Gold as Real Estate Broker
-------------------------------------------------------
Moore Holdings, LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of California to employ RE/MAX Gold dba
Remax Commercial as real estate broker.
The firm will market for lease and sale the Debtor's real property
located at 2151 Professional Drive., Roseville, CA 95661.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Josie Jerde
RE/MAX Gold dba Remax Commercial
10860 Gold Center Dr., #180
Rancho Cordova, CA 95670
Tel: (916) 536-7600
About Moore Holdings, LLC
Moore Holdings LLC a single asset real estate company headquartered
in Roseville, California.
Moore Holdings LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Cal. Case No. 25-20053) on January 8,
2025. In its petition, the Debtor reports estimated assets and
liabilities between $1 million and $10 million each.
Honorable Bankruptcy Judge Ronald H. Sargis handles the case.
Stephan M. Brown, Esq. of The Bankruptcy Group, P.C. represents the
Debtor as counsel.
MORTGAGE UNITY: Hires Aframe & Barnhill P.A. as Counsel
-------------------------------------------------------
Mortgage Unity, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Massachusetts to employ Aframe & Barnhill, P.A.
as counsel.
The firm's services include:
a. advising the Debtor with respect to its duties in connection
with its Chapter 11 case;
b. advising the Debtor with respect to any plan of
reorganization and any other matters relevant to the formulation
and negotiation of a Chapter 11 plan of reorganization;
c. representing the Debtors at all hearings in the bankruptcy
case;
d. preparing legal documents and reviewing all financial reports
to be filed in the bankruptcy case;
e. reviewing and analyzing the nature and validity of any liens
asserted against the Debtor's property;
f. reviewing and analyzing claims against the Debtor and the
treatment of such claims, and preparing, filing or prosecuting any
objections to claims; and
g. other necessary legal services.
The firm will be paid at the rate of $375 per hour for its
attorneys, and $175 per hour for paralegals. It will be reimbursed
for out-of-pocket expenses incurred.
The firm received a $12,000 retainer.
Carl Aframe, Esq., a partner at Aframe & Barnhill, disclosed in a
court filing that his firm is a "disinterested person" pursuant to
Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Carl D. Aframe, Esq.
Aframe & Barnhill, P.A.
390 Main Street, Suite 901
Worcester, MA 01608
Tel: (508) 756-6940
Fax: (508) 753-8219
Email: aframe@aframebarnhill.net
About Mortgage Unity, LLC
Mortgage Unity, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
D. Mass. Case No. 25-40187) on Feb. 21, 2025, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by AFRAME & BARNHILL, P.A.
NIKOLA CORP: Gets Court Approval for April 7, 2025 Auction
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
bidding procedures for the sale of substantially all or a portion
of the assets of Nikola Corporation and its debtor-affiliates.
Any party interested in submitting a bid for any of the Debtors'
assets must contact the Debtors' investment banker at Houlihan
Lokey Capital Inc., 245 Park Avenue, 20th Floor, New York, New York
10167, Attn: Drew M. Talarico and Marcus Bellows, Dtalarico@HL.com,
(212) 497-4240, MBellows@HL.com, (212) 497-4212.
Any prospective bidder that intends to participate in the auction
must submit a qualified bid on or before April 3, 2025, at 4:00
p.m. (prevailing Eastern Time). An auction will take place on
April 7, 2025, at 10:00 a.m. (Prevailing Eastern Time), either (i)
at the offices of Houlihan Lokey Capital Inc., 245 Park Avenue,
20th Floor, New York, New York 10167, (ii) some other physical
location to be determined by the Debtors, or (iii) virtually or at
such other date, time or location as designated by the Debtors.
Objections to the sale of the Debtors' assets, if any, must be
filed no later than 4:00 p.m. (prevailing Eastern Time) on April 4,
2025.
The sale hearing will be held on April 10, 2025, at 10:00 a.m.
(Prevailing Eastern Time) before the Hon. Thomas M. Horan, in the
U.S. Bankruptcy Court for the District of Delaware at 842 N. Market
Street, 5th Floor, Courtroom No. 5, Wilmington, Delaware 19801
The Debtors said it may designate a stalking horse bidder and enter
into a stalking horse agreement no later than March 17, at 4:00
p.m. (prevailing Eastern Time), which deadline may be extend by the
Debtors.
About Nikola Corp.
Nikola Corporation manufactures commercial vehicles. The Company
provides battery and hydrogen fuel-cell electric vehicles,
drivetrains, components, energy storage systems, fueling station
infrastructure, and other transportation solutions. Nikola serves
customers worldwide.
Nikola Corp. sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Del. Case No. 25-10258) on February 19, 2025. In
its petition, the Debtor reports estimated assets between $500
million and $1 billion, with liabilities ranging from $1 billion to
$10 billion.
Honorable Bankruptcy Judge Thomas M. Horan handles the case.
The Debtor is represented by M. Blake Cleary, Esq. at Potter
Anderson & Corroon LLP.
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of Nikola
Corp. and its affiliates.
NOVABAY PHARMACEUTICALS: Settles Warrant Disputes With Three Funds
------------------------------------------------------------------
NovaBay Pharmaceuticals, Inc. disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that the Company
and Sabby Volatility Warrant Master Fund Ltd. entered into a
Confidential Settlement and Release Agreement.
The Sabby Settlement Agreement memorializes the terms and
conditions for a settlement of certain disputed matters relating to
Company warrants held by Sabby with an aggregate of 636,363 shares
of the Company's common stock, par value $0.01 per share,
underlying such warrants. The disputed matters, among other things,
included Sabby seeking to exercise certain buyout rights under the
Sabby Warrants, prior to the expiration of such provisions, which
certain rights have, in any case, expired on February 16, 2025, 30
days following the closing of the Company's sale of substantially
all of its assets on January 17, 2025.
The Sabby Settlement Agreement provides for:
(i) a commitment by Sabby to exercise certain of the Sabby
Warrants within three business days following the execution of the
Sabby Settlement Agreement at the exercise price of $0.66 per share
of Common Stock to purchase an aggregate of 263,892 shares of the
underlying Common Stock, which is equal to approximately 4.99% of
the Company's outstanding Common Stock and
(ii) a commitment by the Company following the Warrant Exercise
to purchase the Sabby Warrants having an aggregate of 1,008,834
shares of Common Stock underlying such warrants that remained
unexercised for an aggregate cash payment from the Company to Sabby
of $1,125,000, which amount is subject to possible future upward
adjustment as discussed below.
Following the execution of the Sabby Settlement Agreement, the
Warrant Exercise was promptly completed on March 6, 2025, followed
by the completion of the Warrant Purchase on the next day, March 7,
2025.
The Sabby Settlement Agreement also provides for commitments by
Sabby with respect to its ownership of the Exercised Shares, which
include:
(i) continuing to remain the record and beneficial owner of
the Exercised Shares until the record date of March 18, 2025, for
the Company's special meeting of stockholders scheduled to be held
on April 16, 2025, where Company stockholders will be asked to
consider and vote upon whether to approve the liquidation and
dissolution of the Company under Delaware law pursuant to a Plan of
Complete Liquidation and Dissolution of the Company;
(ii) voting all shares of Common Stock that it owns as of the
Record Date, including the Exercised Shares, in favor of the
proposal seeking approval of the Dissolution at the Special
Meeting; and
(iii) limiting the amount of shares of Common Stock that it
would sell from the Record Date until the date of the Special
Meeting. To the extent that the Voting Commitment is not satisfied,
then Sabby would be required to make a one-time payment of $425,000
in liquidated damages to the Company.
Under the Sabby Settlement Agreement, Sabby agreed that it shall
not initiate any claims, either directly or indirectly, or
participate in any proceedings against or involving the Company,
and it shall not oppose or initiate any claim against the Company
in connection with the Company seeking the Dissolution of the
Company. The Sabby Settlement Agreement also includes a "most
favored nations" provision that would increase the amount paid to
Sabby for the Warrant Purchase if any other holder of Company
Common Stock purchase warrants receives a higher amount per
underlying warrant and a mutual release of all claims by the
Company and Sabby against each other, without an admission of
liability by either party.
On March 10, 2025, the Company also entered into a Confidential
Settlement and Release Agreement with Bigger Capital Fund, LP, and
a Confidential Settlement and Release Agreement with District 2
Capital Fund LP, which are commonly controlled entities. The Bigger
Settlement Agreement and the District 2 Settlement Agreement were
each entered into to memorialize certain disputed matters relating
to certain Common Stock purchase warrants held by Bigger with an
aggregate of 318,181 shares of Common Stock underlying such
warrants and by District 2 with an aggregate of 318,181 shares of
Common Stock underlying such warrants. The Bigger Warrants and the
District 2 Warrants all have a per share exercise price of $0.66
per share. The disputed matters, among other things, included
Bigger and District 2 seeking to exercise certain buyout rights
under their respective Bigger Warrants and District 2 Warrants,
prior to the expiration of such provisions, which certain rights
have, in any case, expired on February 16, 2025, 30 days following
the closing of the Company's sale of substantially all of its
assets on January 17, 2025.
The Bigger Settlement Agreement and District 2 Settlement Agreement
provide for the same terms, conditions, obligations, commitments
and mutual releases as the Sabby Settlement Agreement, except that
under the terms of the Bigger Settlement Agreement and District 2
Settlement Agreement:
* Bigger and District 2 will exercise each of their respective
warrants to purchase 131,946 shares of Common Stock, which is equal
to approximately 2.49% outstanding shares of Common Stock (or for
an aggregate of 263,892 shares of Common Stock, or approximately
4.99% of outstanding shares of Common Stock when combining the
exercised shares by Bigger and District 2);
* the Company will, following the exercise by Bigger and
District 2 of their warrants, then complete the purchase of the
Bigger Warrants having an aggregate of 504,416 shares of Common
Stock that remained unexercised and the District 2 Warrants having
an aggregate of 504,416 shares of Common Stock that remained
unexercised (an aggregate of 1,008,832 unexercised shares of Common
Stock from both Bigger and District 2) for a cash payment from the
Company to each of Bigger and District 2 of $344,924.04 (or for an
aggregate payment to both Bigger and District 2 of approximately
$689,848.08); and
* the amount of liquidated damages payable to the Company if
either Bigger or District 2 does not satisfy their respective
Voting Commitment to the Company will be $150,000 (or an aggregate
of $300,000, if both Bigger and District 2 fail to satisfy their
Voting Commitment).
About Novabay
Headquartered in Emeryville, California, NovaBay Pharmaceuticals,
Inc. -- http://www.novabay.com/-- develops and sells
scientifically created and clinically proven eyecare and skincare
products. The Company's leading product, Avenova Antimicrobial Lid
and Lash Solution, or Avenova Spray, is proven in laboratory
testing to have broad antimicrobial properties as it removes
foreign material, including microorganisms and debris, from the
skin around the eye, including the eyelid.
San Francisco, California-based WithumSmith+Brown, PC, the
Company's auditor since 2010, issued a "going concern"
qualification in its report dated March 26, 2024, citing that the
Company has sustained operating losses for the majority of its
corporate history and expects that its 2024 expenses will exceed
its 2024 revenues, as the Company continues to invest in its
commercialization efforts. Additionally, the Company expects to
continue incurring operating losses and negative cash flows until
revenues reach a level sufficient to support ongoing growth and
operations. Accordingly, the Company has determined that its
planned operations raise substantial doubt about its ability to
continue as a going concern.
As of September 30, 2024, NovaBay Pharmaceuticals had $3.9 million
in total assets, $2.8 million in total liabilities, and $1.1 in
total stockholders' equity.
NOVABAY PHARMACEUTICALS: Taps Lucid Capital for Financial Advisory
------------------------------------------------------------------
NovaBay Pharmaceuticals, Inc., disclosed in a Form 8-K Report filed
with the U.S. Securities and Exchange Commission that on March 4,
2025, the Company entered into an engagement letter agreement by
and between the Company and Lucid Capital Markets, LLC, that
engages Lucid to provide financial advisory services to the Company
in connection with exploring a potential business combination of
the Company.
The Company engaged Lucid to explore a Potential Transaction in
order to make available other strategic options and transactions to
the Company and its stockholders in the event that (i) the Company
did not receive stockholder approval for the liquidation and
dissolution of the Company under Delaware law pursuant to a Plan of
Liquidation and Dissolution of the Company at a new special meeting
of stockholders to be called for this purpose or (ii) if after
stockholder approval is received, the Board of Directors ultimately
determines not to proceed with the Liquidation and Dissolution.
Such Potential Transactions and strategic alternatives may include
mergers, reverse mergers, strategic partnerships, and licensing and
sub-licensing transactions.
"While the Company continues to believe that the Liquidation and
Dissolution is currently the best opportunity for the Company to
maximize the remaining value of the Company and our stockholders,
there are risks and uncertainties as to whether stockholders will
approve the Liquidation and Dissolution at the New Special Meeting,
including taking into consideration that the Company was not able
to obtain stockholder approval for the Liquidation and Dissolution
at its previously held special meeting of stockholders convened on
November 22, 2024, and subsequently adjourned and finally
reconvened on January 30, 2025. Therefore, the Board of Directors
determined that the Company should pursue other potential strategic
alternatives available to the Company and its stockholders and
entered into the Engagement Agreement to provide support to the
Company as it identifies, and evaluates such strategic
alternatives, including a Potential Transaction," the Company said
in the SEC filing.
The terms of the Engagement Agreement provide that such agreement
continue until the earlier of: (i) the completion of a Potential
Transaction, (ii) nine (9) months from March 4, 2025, or (iii) upon
written notice of termination by either the Company or Lucid at any
time. The Engagement Agreement also provides for the Company to pay
Lucid for its advisory services, including: (i) a one-time fee of
$100,000 that was due to Lucid on the date the Engagement Agreement
was signed; (ii) specified monthly fees of up to a maximum of
$250,000 payable to Lucid upon the termination of the Engagement
Agreement (other than in the case of a material breach by Lucid) if
a Potential Transaction is not consummated; (iii) an $800,000
transaction fee in the event the Company successfully completes a
Potential Transaction; (iv) a fairness opinion fee in the amount of
$300,000, due and payable to Lucid upon Lucid rendering a fairness
opinion to the Company’s Board of Directors; and (v) a right of
first refusal for Lucid to participate as a co-placement agent in
any concurrent private placement equity financing by the Company
contemplated along with a Potential Transaction, provided that
Lucid secures investors for such private placement and the Company
and Lucid are able to enter into a separate engagement agreement
for Lucid to serve as co-placement agent.
A full-text copy of the Engagement Agreement is available at
https://tinyurl.com/4bu553rb
About Novabay
Headquartered in Emeryville, California, NovaBay Pharmaceuticals,
Inc. -- http://www.novabay.com/-- develops and sells
scientifically created and clinically proven eyecare and skincare
products. The Company's leading product, Avenova Antimicrobial Lid
and Lash Solution, or Avenova Spray, is proven in laboratory
testing to have broad antimicrobial properties as it removes
foreign material, including microorganisms and debris, from the
skin around the eye, including the eyelid.
San Francisco, California-based WithumSmith+Brown, PC, the
Company's auditor since 2010, issued a "going concern"
qualification in its report dated March 26, 2024, citing that the
Company has sustained operating losses for the majority of its
corporate history and expects that its 2024 expenses will exceed
its 2024 revenues, as the Company continues to invest in its
commercialization efforts. Additionally, the Company expects to
continue incurring operating losses and negative cash flows until
revenues reach a level sufficient to support ongoing growth and
operations. Accordingly, the Company has determined that its
planned operations raise substantial doubt about its ability to
continue as a going concern.
As of September 30, 2024, NovaBay Pharmaceuticals had $3.9 million
in total assets, $2.8 million in total liabilities, and $1.1 in
total stockholders' equity.
ONCOCYTE CORP: Bio-Rad Laboratories Hold 9.7% Equity Stake
----------------------------------------------------------
Bio-Rad Laboratories, Inc. disclosed in a Schedule 13G (Amendment
No. 2) filed with the U.S. Securities and Exchange Commission that
as of February 10, 2025, it beneficially owned 2,764,078 Common
Shares of Oncocyte Corporation, representing 9.7% of the 28,599,285
outstanding Common Shares of the Issuer.
Bio-Rad Laboratories, Inc. may be reached through:
Courtney C. Enloe
Executive Vice President, General Counsel, and Secretary
1000 Alfred Nobel Drive
Hercules, California 94547
Tel: 510-724-7000
A full-text copy of Bio-Rad's SEC Report is available at:
https://tinyurl.com/rjx5k377
About Oncocyte Corp.
Oncocyte Corporation, based in Irvine, Calif., is a precision
diagnostics company dedicated to developing and commercializing
proprietary tests in three key areas: VitaGraft - A blood-based
test for monitoring solid organ transplantation; DetermaIO - A gene
expression test that evaluates the tumor microenvironment to
predict responses to immunotherapies; and DetermaCNI – A
blood-based monitoring tool to assess therapeutic efficacy in
cancer patients.
Costa Mesa, CA-based Marcum LLP, the Company's auditor since 2023,
issued a "going concern" qualification in its report dated April
15, 2024. The report emphasized that the Company has incurred
operating losses and negative cash flows since inception 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.
As of September 30, 2024, Oncocyte had $70.2 million in total
assets, $60.5 million in total liabilities, and $9.7 million in
total shareholders' equity.
ONDAS HOLDINGS: Appoints Oshri Lugasi as Co-CEO of OAS
------------------------------------------------------
Ondas Holdings Inc. announced the appointment of Brigadier General
(Res.) Oshri Lugasi, as Co-Chief Executive Officer of the Company's
Ondas Autonomous Systems (OAS) business unit.
With decades of experience in military operations, autonomous
systems, and global defense technology, Mr. Lugasi is uniquely
positioned to lead OAS' expansion in the defense and homeland
security sectors as Co-CEO alongside Eric Brock.
Prior to joining OAS, Oshri Lugasi served as VP of Marketing in
Israel at Rafael Advanced Defense Systems (Rafael), one of Israel's
leading defense technology companies and a key supplier of
cutting-edge military solutions to global defense forces. Mr.
Lugasi successfully led the negotiation and execution of
government-to-government (G2G) defense contracts exceeding $20
billion. His expertise in strategic defense sales enabled Rafael to
expand its global footprint, securing major contracts for
world-renowned defense solutions, including the Iron Dome, David's
Sling, and Trophy active protection systems. His deep industry
connections with defense ministries, armed forces, and intelligence
agencies worldwide have been instrumental in forging high-value,
long-term partnerships. Mr. Lugasi's expertise in G2G negotiations
and defense contracting makes him an invaluable asset as Ondas
expands its presence in the global defense market.
Mr. Lugasi will lead OAS in advancing its industry-leading
autonomous drone and robotic solutions, leveraging his extensive
expertise in defense sales and military leadership to drive
adoption among global defense agencies and military organizations.
The appointment reinforces Ondas' commitment to scaling its
autonomous systems business and driving innovation in commercial
and defense applications.
Recently, Ondas reported significant bookings in the defense
sector, securing new contracts for its AI-powered drone solutions.
These agreements highlight the increasing demand for autonomous
defense technologies and position Ondas as a leading player in this
emerging growth market. Notably, in the third quarter of 2024, OAS
secured initial orders including two programs of record with a
major military customer totaling approximately $14.4 million. This
includes multiple purchase orders amounting to $9.0 million for the
Iron Drone Raider system and $5.4 million for the Optimus System.
These bookings underscore the growing demand for Ondas' advanced
AI-powered drone solutions and highlight the Company's strategic
expansion within the defense sector, reflecting strong momentum and
growing interest in its advanced drone solutions from military and
government clients.
"Oshri Lugasi is an accomplished leader with an exceptional track
record in defense sales and securing G2G military programs. His
leadership in securing multi-billion-dollar contracts at Rafael has
demonstrated his ability to drive strategic growth in the defense
sector. Mr. Lugasi's deep industry relationships with defense
ministries, military forces, and security agencies worldwide
provide Ondas with a unique opportunity to expand its presence in
the defense market. Under his leadership, we believe that Ondas
Autonomous Systems will strengthen its position as a premier
provider of cutting-edge autonomous solutions for defense and
homeland security applications," said Eric Brock, Chairman and CEO
of Ondas Holdings.
Mr. Lugasi's distinguished military background includes leading the
IDF Combat Engineering Corps as the IDF's Chief of Engineering,
where he commanded over 30,000 personnel, including active-duty
soldiers and reservists. Under his leadership, the Corps played a
crucial role in combat operations, integration of robotic
solutions, infrastructure development, and defensive strategy
implementation. His expertise in managing large-scale military
units and coordinating high-stakes defense projects provides Ondas
with a leadership perspective uniquely suited for scaling
autonomous defense technologies globally. We believe his expertise
in military robotics, tunnel warfare, explosives handling, and
battlefield engineering provides Ondas with a strategic advantage
in the evolving defense landscape.
"I am thrilled to join Ondas Autonomous Systems at this pivotal
moment," said Oshri Lugasi, co-CEO of Ondas Autonomous Systems.
"Our Optimus and Iron Drone platforms are precisely aligned with
the evolving requirements of defense and homeland security markets.
I am confident that our innovative solutions will continue to lead
the industry, and I am eager to collaborate with our talented team
and partners to drive growth and innovation."
OAS, a subsidiary of Ondas Holdings, is a pioneer in autonomous
drone and robotic systems, offering fully automated, AI-driven
solutions designed for mission-critical operations. With Mr.
Lugasi's extensive background in military engineering and defense
sales, Ondas is strategically positioning itself as a key player in
the defense technology market, leveraging AI-powered drone and
robotics solutions to support military and homeland security
applications. With expanding global demand for counter-drone and
data automation technologies, OAS is positioned to redefine
autonomy across multiple sectors, including defense, critical
infrastructure, and public safety. With ongoing global conflicts
and rising demand for advanced defense technologies, we believe now
is the right time for Ondas to expand into the defense market. As
traditional defense contractors are struggling to adapt to the
rapidly evolving landscape, Ondas is aiming to build strong
alliances with defense ministries, military forces, and homeland
security agencies worldwide, accelerating the deployment of
AI-powered autonomous solutions in critical defense operations.
Ondas remains committed to enhancing its technology portfolio and
expanding market reach to meet this growing demand, particularly in
defense and homeland security, driving new strategic partnerships
and opportunities.
About Ondas Holdings
Marlborough, Mass.-based Ondas Holdings Inc. provides private
wireless data solutions through its subsidiary, Ondas Networks
Inc., and commercial drone solutions through Ondas Autonomous
Systems Inc. (OAS), which includes wholly owned subsidiaries
American Robotics, Inc. and Airobotics LTD. OAS focuses on the
design, development, and marketing of autonomous drone solutions,
while Ondas Networks specializes in proprietary, software-based
wireless broadband technology for both established and emerging
commercial and government markets. Together, Ondas Networks,
American Robotics, and Airobotics deliver enhanced connectivity,
situational awareness, and data collection capabilities to users in
defense, homeland security, public safety, and other critical
industrial and government sectors.
Somerset, New Jersey-based Rosenberg Rich Baker Berman, P.A., the
Company's auditor since 2018, issued a "going concern"
qualification in its report date March 12, 2025. The report
highlighted that the Company has experienced recurring losses from
operations, negative cash flows from operations and a working
capital deficit as of Dec. 31, 2024.
As of Dec. 31, 2024, Ondas Holdings had $109.62 million in total
assets, $73.68 million in total liabilities, $19.36 million in
redeemable noncontrolling interest, and $16.58 million in total
stockholders' equity.
OTB HOLDING: Hires Hilco Corporate as Investment Banker
-------------------------------------------------------
OTB Holding LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Hilco Corporate Finance, LLC as investment banker.
The firm's services include:
a) familiarizing ourselves to the extent that we deem
appropriate with the commercial, financial, operational, and legal
circumstances of the Debtors. We anticipate that this will include
consideration of one or more potential Transactions and other
value-maximizing strategies that the Debtors may consider;
b) identifying and recommending to the Debtors potential buyers
and capital sources in connection with a Transaction;
c) with the Debtors' assistance, creating written materials
(e.g., a "teaser," confidential information memorandum, management
presentation, form of Non-Disclosure Agreement) to be used in
presenting the Transaction opportunity to prospective buyers and
capital sources. Prior to distribution of these materials, the
Debtors shall review, comment on, and provide written approval for
their use in connection with a Transaction;
d) soliciting and reviewing proposals and making recommendations
and advising the Debtors in negotiating proposals concerning a
Transaction;
e) assisting the Debtors in responding to the due diligence
review of interested parties with respect to a Transaction,
including by managing a Virtual Data Room (VDR), and assisting the
Debtors in organizing, populating, and maintaining the VDR;
f) assisting the Debtors in soliciting, evaluating, and
negotiating Transaction proposals; and
g) assisting the Debtors and its other professional advisors in
negotiating definitive documentation concerning a Transaction and
otherwise assisting in the process of closing a Transaction.
The firm will be paid at these rates:
-- Monthly Fee. A monthly fee (the "Monthly Fee") equal to
$25,000 payable for the services it provides in the month in which
such payment is made. All such Monthly Fees shall be fully earned
upon payment and non-refundable. A portion of the Monthly Fees paid
to HCF equal to 50% beginning with the third Monthly Fee shall be
credited against the Sale Transaction Fee or the Restructuring Fee,
as applicable.
-- Sale Fee. In the event the Debtors first close a Sale
Transaction, a fee (the "Sale Transaction Fee") shall be paid
directly out of the gross proceeds of the Sale Transaction in an
amount equal to the greater of (1) $750,000, or (2) (i) 2% of the
Transaction Value up to $30,000,000, plus (ii) four percent (4.0%)
of the Transaction Value exceeding $30,000,000.
-- Restructuring Fee. Upon closing of a Restructuring
Transaction, a fee (the "Restructuring Fee") equal to $750,000.
Teri Stratton, senior managing director of Hilco, assured the court
that her firm is a "disinterested person" as that term is defined
in section 101(14).
The firm can be reached through:
Teri Stratton
Hilco Corporate Finance
5 Revere Dr, Suite 206
Northbrook, IL 60062
Email: tstratton@hilcocf.com
About OTB Holding LLC
OTB Holding LLC The Debtors are the operators of the well-known
restaurant brand "On The Border Mexican Grill & Cantina," which
focuses on the development, operation, and franchising of casual
dining establishments in the U.S. and South Korea. Founded in 1982
in Dallas, Texas, On The Border is recognized for its sizzling
mesquite-grilled fajitas, award-winning margaritas, house-made
salsa, and endless chips and salsa. Over the past 40 years, the
brand has expanded from a single cantina into one of the most
popular Tex-Mex chains in the country, offering a wide range of
flavorful dishes inspired by Texas and Mexico. With more than 80
locations in the U.S. and internationally, it has become a go-to
spot for fresh Tex-Mex food and lively dining experiences. On The
Border stands out in the casual dining industry by leveraging its
unique and authentic brand. As of the Petition Date, the Debtors
continue to operate 60 restaurant locations across 18 states, all
of which are leased. In addition, the Company has franchise
agreements with third parties who run 20 additional locations in
the U.S. and South Korea.
The Debtor sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. N.D. Ge. Case No. 25-52415 (SMS) on March 4, 2025. In
the petitions signed by Jonathan Tibus as chief restructuring
officer, the Debtor reports an estimated assets of $10 million to
$50 million and liabilities of $10 million to $50 million.
Seven affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
OTB Holding LLC (Lead Case) 25-52415
OTB Acquisition LLC 25-52416
OTB Acquisition of New Jersey LLC 25-52417
OTB Acquisition of Howard County LLC 25-52418
Mt. Laurel Restaurant Operations LLC 25-52419
OTB Acquisition of Kansas LLC 25-52420
OTB Acquisition of Baltimore County, LLC 25-52421
Judge Sage M. Sigler presides over the case.
Jeffrey R. Dutson, Esq., Brooke L. Bean, Esq., and Kyung Won Song,
Esq., at KING & SPALDING LLP, represent the Debtors as legal
counsel.
ALVAREZ & MARSAL NORTH AMERICA, LLC serves as the Debtors' Chief
Restructuring Officer Provider.
KURTZMAN CARSON CONSULTANTS, LLC serves as the Debtors' Claims &
Noticing Agent.
HILCO CORPORATE FINANCE, LLC represents the Debtors as Lead
Investment Banker.
OTB HOLDING: Hires Mr. Tibus of Alvarez & Marsal as CRO
-------------------------------------------------------
OTB Holding LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Alvarez & Marsal North America, LLC to designate Jonathan Tibus as
chief restructuring officer.
The firm's services include:
(a) perform a financial review of the Debtors, including but not
limited to a review and assessment of financial information that
has been, and that will be, provided by the Debtors to its
creditors, including without limitation its short and long-term
projected cash flows and operating performance;
(b) review and approve the disbursement or transfer of any cash
or amounts in the Debtors' accounts;
(c) assist in evaluation of the Debtors' current business plan
and four-wall store analysis along with the preparation of a
revised operating plan, cash flow forecast, and presentation of
such plan and forecast as necessary;
(d) assist in identification of cost reduction and operations
improvement opportunities;
(e) assist in cash management including the development and
maintenance of a 26-week cash flow forecast, creation of a DIP/
Cash Collateral budget as necessary, and preparation of reports and
analyses to manage cash commitments and disbursements;
(f) assist in financing issues and sales process support
including assistance in preparation of reports, communications with
creditors, and communication with interested parties;
(g) assist with chapter 11 preparation and case administration
including pre-bankruptcy planning, first day motion preparation,
development of key employee incentive plans, and other post-filing
requirements;
(h) communicate with the Debtors' stakeholders, including but
not limited to vendors, customers, employees, lenders, creditor
committees, court officials, attorneys and other service providers,
as required;
(i) assist the CFO and other Debtors engaged professionals in
developing for the Board's review possible restructuring plans or
strategic alternatives for maximizing the enterprise value of the
Debtors' various business lines;
(j) serve as the principal contact with the Debtors' creditors
with respect to the Debtors' financial and operational matters;
and
(k) perform such other services as requested or directed by the
board of the directors (or, if applicable, the manager) of the
Debtors (such board or manager, the "Board") or other Debtors
personnel as authorized by the Board, and agreed to by (j) The CRO
shall serve as the principal contact with the Debtors' creditors
with respect to the Debtors' financial and operational matters;
and
(l) perform such other services as requested or directed by the
board of the directors (or, if applicable, the manager) of the
Debtors (such board or manager, the "Board") or other Debtors
personnel as authorized by the Board, and agreed to by the firm
that is not duplicative of work others are performing for the
Debtors. that is not duplicative of work others are performing for
the Debtors.
The firm will be paid at these rates:
Managing Directors $1,100 to $1,575 per hour
Directors $850 to $1,100 per hour
Associates $625 to $825 per hour
Analysts $450 to $600 per hour
The retainer is $250,000.
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jonathan Tibus, a partner at Alvarez & Marsal North America, LLC,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Jonathan Tibus
Alvarez & Marsal North America, LLC
3424 Peachtree Road NE, Suite 1500
Atlanta, GA 30326
Tel: (404) 260-4040
Fax: (404) 260-4080
About OTB Holding LLC
OTB Holding LLC The Debtors are the operators of the well-known
restaurant brand "On The Border Mexican Grill & Cantina," which
focuses on the development, operation, and franchising of casual
dining establishments in the U.S. and South Korea. Founded in 1982
in Dallas, Texas, On The Border is recognized for its sizzling
mesquite-grilled fajitas, award-winning margaritas, house-made
salsa, and endless chips and salsa. Over the past 40 years, the
brand has expanded from a single cantina into one of the most
popular Tex-Mex chains in the country, offering a wide range of
flavorful dishes inspired by Texas and Mexico. With more than 80
locations in the U.S. and internationally, it has become a go-to
spot for fresh Tex-Mex food and lively dining experiences. On The
Border stands out in the casual dining industry by leveraging its
unique and authentic brand. As of the Petition Date, the Debtors
continue to operate 60 restaurant locations across 18 states, all
of which are leased. In addition, the Company has franchise
agreements with third parties who run 20 additional locations in
the U.S. and South Korea.
The Debtor sought relief under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. N.D. Ge. Case No. 25-52415 (SMS) on March 4, 2025. In
the petitions signed by Jonathan Tibus as chief restructuring
officer, the Debtor reports an estimated assets of $10 million to
$50 million and liabilities of $10 million to $50 million.
Seven affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
OTB Holding LLC (Lead Case) 25-52415
OTB Acquisition LLC 25-52416
OTB Acquisition of New Jersey LLC 25-52417
OTB Acquisition of Howard County LLC 25-52418
Mt. Laurel Restaurant Operations LLC 25-52419
OTB Acquisition of Kansas LLC 25-52420
OTB Acquisition of Baltimore County, LLC 25-52421
Judge Sage M. Sigler presides over the case.
Jeffrey R. Dutson, Esq., Brooke L. Bean, Esq., and Kyung Won Song,
Esq., at KING & SPALDING LLP, represent the Debtors as legal
counsel.
ALVAREZ & MARSAL NORTH AMERICA, LLC serves as the Debtors' Chief
Restructuring Officer Provider.
KURTZMAN CARSON CONSULTANTS, LLC serves as the Debtors' Claims &
Noticing Agent.
HILCO CORPORATE FINANCE, LLC represents the Debtors as Lead
Investment Banker.
OUR FAMILY DIRECT: Files Emergency Bid to Use Cash Collateral
-------------------------------------------------------------
Our Family Direct Primary Care, PLLC asked the U.S. Bankruptcy
Court for the Western District of Kentucky, Louisville Division,
for authority to use cash collateral.
The Debtor needs interim authorization to use cash collateral to
meet ongoing and necessary operating expenses in the ordinary
course of business as set forth in the projected budget, through
May 9.
As of the Petition Date, the entities that had asserted an interest
in the Debtor's cash collateral are Bank of America and the U.S.
Small Business Administration.
As of the Petition Date, the Debtor was indebted to Bank of America
under a loan agreement and promissory note in the principal amount
of approximately $229,587.
As of the Petition Date, the Debtor was indebted to the U.S. Small
Business Administration under a loan agreement and promissory note
in the principal amount of approximately $105,276.
As adequate protection, the Debtor proposed that the court grant
the secured creditors replacement liens on all collateral of the
same type and respective priorities upon which each held valid and
properly perfected liens prior to the Petition Date.
The Debtor's budget also includes a proposed $500 monthly adequate
protection payment to BofA.
A copy of the motion is available at https://urlcurt.com/u?l=2hjPQb
from PacerMonitor.com.
About Our Family Direct Primary Care
Our Family Direct Primary Care, PLLC operates an outpatient primary
care medical practice in Louisville, Kentucky and offers premium
direct primary care.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Ky. Case No. 25-30532) on March 7,
2025. In the petition signed by John T. Manire, sole member, the
Debtor disclosed up to $100,000 in assets and up to $500,000 in
liabilities.
Peter Gannott, Esq., at Gannott Law Group, PLLC, represents the
Debtor as legal counsel.
PAN AM DENTAL: Hires Dawn Escobar-Green as Accountant
-----------------------------------------------------
Pan Am Dental, P.A. seeks approval from the U.S. Bankruptcy Court
for the Western District of Texas to employ Dawn Escobar-Green as
accountant.
Dawn Escobar-Green will assist the Debtor in monthly posting,
monthly reconciling, payroll and monthly operating reports, and tax
matters.
Dawn Escobar-Green will be paid a fixed fee of $750 per month.
Dawn Escobar-Green disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Dawn Escobar-Green
4435 Stapper Road Unit 11
Saint Hedwig, TX 78152
Tel: (210) 412-6649
About Pan Am Dental, P.A.
Pan Am Dental, P.A. was incorporated on October 7, 2002, and has
conducted business as a dental office for almost 24 years.
Pan Am Dental filed Chapter 11 petition (Bankr. W.D. Texas Case No.
25-50270) on February 6, 2025, listing up to $500,000 in assets and
up to $1 million in liabilities. Jesus Peralez, Jr., president of
Pan Am Dental, signed the petition.
Judge Michael M. Parker oversees the case.
H. Anthony Hervol, Esq., at Law Office of H. Anthony Hervol,
represents the Debtor as bankruptcy counsel.
PARAMOUNT INTERMODAL: Seeks Subchapter V Bankruptcy in California
-----------------------------------------------------------------
On March 14, 2025, Paramount Intermodal Systems Inc. filed Chapter
11 protection in the U.S. Bankruptcy Court for the Central
District of California. According to court filing, the
Debtor reports between $500,000 and $1 million in debt owed to 1
and 49 creditors. The petition states funds will be available to
unsecured creditors.
About Paramount Intermodal Systems Inc.
Paramount Intermodal Systems Inc. is a logistics company focused on
import and export transportation, providing services like dry and
refrigerated transloading, port and rail truck drayage, and
transporting oversized loads. The Company manages a fleet of
owner-operator trucks and prioritizes efficiency through automated
reporting using its Transportation Management System (TMS). With
several locations across California and operations at key ports,
Paramount Intermodal caters to industries in need of dependable,
specialized freight solutions, including the transportation of
perishable items.
Paramount Intermodal Systems Inc. sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 25-12098) on
March 14, 2025. In its petition, the Debtor reports estimated
assets between $1 million and $10 million and estimated liabilities
between $500,000 and $1 million.
Honorable Bankruptcy Judge Deborah J. Saltzman handles the case.
The Debtor is represented by:
Ron Bender, Esq.
LEVENE, NEALE, BENDER, YOO & GOLUBCHIK L.L.P.
2818 La Cienega Ave.
Los Angeles, CA 90034
Tel: (310) 229-1234
Fax: (310) 229-1244
E-mail: rb@lnbyg.com
PEARCE SPECIALTY: Seeks Cash Collateral Access
----------------------------------------------
Pearce Specialty Framers, LLC asked the U.S. Bankruptcy Court for
the Western District of Washington for authority to use cash
collateral and provide adequate protection in accordance with its
agreement with the U.S. Small Business Administration.
The Debtor requires the use of funds on hand and future receivables
to operate the business, through April 30.
The total value of the Debtor's collateral is $137,230, of which
the total amount secures the claim of the SBA.
As adequate protection, the SBA will be granted replacement liens
in the Debtor's post-petition cash, accounts receivables, and the
proceeds of each, to the same extent and priority as any duly
perfected and unavoidable liens in cash collateral.
A copy of the motion is available at https://urlcurt.com/u?l=9E2jqc
from PacerMonitor.com.
About Pearce Specialty Framers LLC
Pearce Specialty Framers, LLC formerly known as Pearce & Guy
Builders, LLC, is a construction company based in Marysville, WA,
specializing in residential framing services. The Company provides
a wide range of construction solutions, including kitchen,
bathroom, and basement remodels, as well as full home renovations
and additions. The business holds an active construction contractor
license in Washington State.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. W.D. Wash. Case No. 25-10464) on February
21, 2025. In the petition signed by Matthew Pearce, managing
member, the Debtor disclosed up to $50,000 in assets and up to $10
million in liabilities.
Judge Timothy W. Dore oversees the case.
Jennifer L. Neeleman, Esq., at Neeleman Law Group, P.C., represents
the Debtor as legal counsel.
PHUNWARE INC: Welcomes Quyen Du to Board of Directors
-----------------------------------------------------
Phunware, Inc. announced the appointment of Quyen Du to its Board
of Directors as an independent director, effective February 28,
2025. Ms. Du will also serve on the Company's Audit, Compensation
and Nominating and Corporate Governance Committees.
Ms. Du brings 25 years' experience in strategy and corporate
development to the Company. Based in Texas, she is a recognized
leader in finance, media and entertainment, recently serving as
Head of Corporate Strategy & Development, Innovations and Research
for Condé Nast (NYC). Ms. Du adds a depth of experience working in
a wide range of roles across corporate strategy, finance and
investments, business development, distribution and partnerships.
Her previous experience includes her work for Fandom, Inc., one of
the world's largest entertainment fan community platforms, where
she led corporate development and was responsible for driving
acquisitive growth opportunities. Ms. Du also held various
executive positions at NBC Universal, where she worked on
transformative M&A deals, corporate digital strategy and new market
entry initiatives, including across digital native, streaming,
commerce, data, gaming and audio. She has also held a studio
distribution planning position at Disney and a business development
role at Showtime.
Ms. Du will serve as a Class III director and is filling a seat
vacated in October 2024 as a result of the resignation of our then
CEO Michael Snavely.
"Quyen has an impressive record of guiding strategic growth and
adds tremendous insight to our Board across investments, M&A and
new business development," said interim CEO Stephen Chen. "The
combined business and product strategy experience of our full Board
today is a fundamental asset in guiding Phunware into the future.
The Board and I welcome Quyen and look forward to together driving
high growth revenue and profitability for our company and
investors."
About Phunware
Headquartered in Austin, Texas, Phunware, Inc. --
http://www.phunware.com-- offers a fully integrated software
platform that equips companies with the products, solutions, and
services necessary to engage, manage, and monetize their mobile
application portfolios globally at scale. The Company's platform
provides the entire mobile lifecycle of applications, media and
data in one login through one procurement relationship.
Phunware reported a net loss of $52.78 in 2023, a net loss of
$50.89 million in 2022, a net loss of $53.52 million in 2021, and a
net loss of $22.20 million in 2020, a net loss of $12.87 million in
2019. The Company posted a net loss of $7.68 million for the nine
months ended Sept. 30, 2024.
As of Sept. 30, 2024, Phunware had $41.01 million in total assets,
$11.89 million in total liabilities, and $29.13 million in total
stockholders' equity.
"Our future capital requirements will depend on many factors,
including our pace of growth, subscription renewal activity, the
timing and extent of spend to support development efforts, the
expansion of sales and marketing activities and the market
acceptance of our products and services. We believe that it is
likely we will in the future enter into arrangements to acquire or
invest in complementary businesses, technologies and intellectual
property rights. We may be required to seek additional equity or
debt financing, or issue securities under our effective
registration statement...If additional financing is required from
outside sources, we may not be able to raise it on terms acceptable
to us, or at all. If we are unable to raise additional capital
when desired and/or on acceptable terms, our business, operating
results and financial condition could be adversely affected," said
Phunware in its Quarterly Report on Form 10-Q for the period ended
Sept. 30, 2024.
POPELINO'S TRANSPORTATION: Case Summary & 20 Unsecured Creditors
----------------------------------------------------------------
Debtor: Popelino's Transportation, Inc.
d/b/a Popelinos Dumping & Construction Cleaning
d/b/a Popelino's Greenwaste Recycling
1880 Brown Avenue
Riverside, CA 92509
Business Description: Popelinos Transportation, Inc. is a
Riverside, California-based company that has
been offering green waste hauling and
transportation services since 2005.
Additionally, the Company recycles green
waste at its facility to generate compost,
mulch, and woodchips for landscaping.
Chapter 11 Petition Date: March 18, 2025
Court: United States Bankruptcy Court
Central District of California
Case No.: 25-11628
Judge: Hon. Mark D Houle
Debtor's Counsel: Todd Turoci, Esq.
THE TUROCI FIRM
3845 Tenth Street
Riverside, CA 92501
Tel: (888) 332-8362
Email: mail@theturocifirm.com
Total Assets: $3,318,612
Total Liabilities: $8,329,194
The petition was signed by Jose Barragan as president.
A complete version of the petition, which contains a list of the
Debtor's 20 largest unsecured creditors, can be accessed for free
on PacerMonitor at:
https://www.pacermonitor.com/view/FZR7DFY/Popelinos_Transportation_Inc__cacbke-25-11628__0001.0.pdf?mcid=tGE4TAMA
PORT LOUIS: Hires Renaissance Realty as Property Manager
--------------------------------------------------------
Port Louis Owners Association, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Louisiana to employ
Renaissance Realty Services, L.L.C. as property manager.
The firm will provide consulting on property management and
handling the accounting and financial management of Debtor.
The firm will be paid a flat fee of $500 per month.
As disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Rodney Durst
Renaissance Realty Services, L.L.C.
506 E. Rutland Street
Covington, LA 70433
Tel: (985) 624-2900
About Port Louis Owners Association, Inc.
Port Louis Owners Association Inc. is dedicated to fostering a
sense of belonging and unity among homeowners in this vibrant
community.
Port Louis Owners Association sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. E.D. La. Case No. 24-12511) on
December 26, 2024. In its petition, the Debtor reported assets of
$100,000 to $500,000 and liabilities of up to $50,000.
Judge Meredith S. Grabill handles the case.
The Debtor tapped Renee L. Achee, Esq., at Achee Law Firm, LLC as
bankruptcy counsel and Anthony S. Maska, Esq., as special counsel.
PREMIER TILLAGE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Premier Tillage, Inc.
2572 County Road 76
Quinter KS 67752
Business Description: Premier Tillage is a family-owned company
based in Kansas, specializing in products
and services for both no-till and
conventional tillage farming. The Company's
flagship product, the Minimizer blade plow,
enhances efficiency by reducing weeds and
boosting profits. In addition, the Company
offers replacement parts and other farming
equipment, such as stubble treaders and
sweep plows.
Chapter 11 Petition Date: March 18, 2025
Court: United States Bankruptcy Court
District of Kansas
Case No.: 25-20314
Debtor's Counsel: Neil Sader, Esq.
SADER LAW FIRM, LLC
2345 Grand Blvd., Suite 2150
Kansas City MO 64108
Tel: 816-561-1818
E-mail: nsader@saderlawfirm.com
Total Assets: $5,285,139
Total Liabilities: $9,284,642
The petition was signed by Daniel W. Chupp as president.
A complete copy of the petition, which contains a list of the
Debtor's 20 largest unsecured creditors, can be accessed for free
on PacerMonitor at:
https://www.pacermonitor.com/view/IWN4FVY/Premier_Tillage_Inc__ksbke-25-20314__0001.0.pdf?mcid=tGE4TAMA
PROSPECT MEDICAL: Court Approves Deal with Medical Properties Trust
-------------------------------------------------------------------
Jonathan Randles of Bloomberg News reports thatA federal judge has
approved a settlement between Prospect Medical Holdings Inc. and
its landlord, Medical Properties Trust Inc., securing additional
funds to help the bankrupt hospital system avoid closures and
extend its search for buyers.
Judge Stacey Jernigan announced on Wednesday that she would approve
both the settlement and a related junior bankruptcy loan from MPT,
which adds to the $100 million in Chapter 11 financing Prospect
previously obtained from JMB Capital Partners Lending LLC.
The settlement, supported by Prospect's unsecured creditors,
prevents a potential dispute over the distribution of sale proceeds
that could have exhausted the company's resources.
About Prospect Medical Holdings
Prospect Medical Holdings owns Roger Williams Medical Center, Our
Lady of Fatima Hospital, and several other healthcare facilities.
Prospect Medical Holdings sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 25-80002) on
January 11, 2025. In the petition filed by Paul Rundell, as chief
restructuring officer, the Debtor reports estimated assets and
liabilities between $1 billion and $10 billion each.
Honorable Bankruptcy Judge Stacey G. Jernigan handles the case.
The Debtors' General Bankruptcy Counsel is Thomas R. Califano,
Esq., and Rakhee V. Patel, Esq., at Sidley Austin LLP, in Dallas,
Texas, and William E. Curtin, Esq., Patrick Venter, Esq., and Anne
G. Wallice, Esq., at Sidley Austin LLP, in New York.
The Debtors' Financial Advisor is ALVAREZ & MARSAL NORTH AMERICA,
LLC.
The Debtors' Investment Banker is HOULIHAN LIKEY, INC.
The Debtors' Claims, Noticing & Solicitation Agent is OMNI AGENT
SOLUTIONS, INC.
R & J BENTON: Hires Emmett L. Goodman Jr. LLC as Counsel
--------------------------------------------------------
R & J Benton Grading Inc. seeks approval from the U.S. Bankruptcy
Court for the Middle District of Georgia to employ The Law Offices
of Emmett L. Goodman, Jr. LLC as counsel.
The firm will provide these services:
a. give the Debtor legal advice with respect to its powers and
duties as Debtor-in-Possession in the continued operation of its
business and management of its property;
b. prepare on behalf of the Debtor, as Debtor-in-Possession,
necessary applications, answers, reports, and other legal papers;
c. prepare motions, pleadings and applications, and to conduct
examinations incidental to the administration of the Debtor's
estate.
d. take any and all necessary action instant to the proper
preservation and administration of the estate;
e. assist the Debtor-in-Possession with the preparation and
filing of supplemental Schedules and Lists as may be appropriate;
f. take whatever action is necessary with reference to the use
by the Debtor of its property pledged as collateral, including cash
collateral, to preserve the same for the benefit of Debtor;
g. assert, as directed by Debtor, all claims Debtor has
against others; and
h. perform all other legal services for the Debtor as
Debtor-in-Possession which may be necessary; and it is necessary
for Debtor-in-Possession to employ attorneys for such professional
services.
The firm will be paid at the rate of $350 per hour, and will also
be reimbursed for reasonable out-of-pocket expenses incurred.
The firm was paid by the Debtor a retainer in the amount of
$5,000.
Daniel L. Wilder, Esq., a partner at Law Offices of Emmett L.
Goodman, Ir., LLC, disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Daniel L. Wilder, Esq.
LAW OFFICES OF EMMETT L. GOODMAN, IR., LLC
544 Mulberry Street, Suite 800
Macon, GA 31201-2776
Tel: (478) 745-5415
Fax: (478) 746-8655
Email: dwilder@goodmanlaw.org
About R & J Benton Grading Inc.
R & J Benton Grading, Inc. is a Georgia corporation providing
excavation services including land clearing, lot preparation and
development work for residential and commercial clients.
R & J Benton Grading filed a voluntary petition under Chapter 11 of
the Bankruptcy Code (M.D. Ga. Case No. 20-50346) on Feb. 21, 2020.
In the petition signed by R & J President Joshua Benton, Debtor
disclosed total assets of $1,004,524 and total liabilities of
$1,232,187 as of Dec. 31, 2019. Judge James P. Smith oversees the
case. Debtor tapped Akin Webster & Matson, PC as its legal
counsel.
RENOVARO INC: Inks Extension Agreement with Predictive Oncology
---------------------------------------------------------------
On January 1, 2025, Renovaro, Inc., a Delaware corporation, entered
into binding letter of intent with Predictive Oncology Inc., a
Delaware corporation, with respect to the proposed acquisition of
all of the capital stock of Predictive Oncology by Renovaro.
The Company disclosed in a Form 8-K Report filed with the U.S.
Securities and Exchange Commission that on February 28, 2025,
Renovaro entered into an extension agreement with Predictive
Oncology, pursuant to which the parties amended the LOI to (i)
eliminate Renovaro's obligation to acquire certain shares of
Predictive Oncology's common stock and (ii) extend the outside
termination date of the LOI from February 28, 2025 to March 31,
2025.
Additionally, pursuant to the Extension Agreement, Renovaro
acquired 467,290 shares of Predictive Oncology’s common stock for
an aggregate purchase price of $500,000 and agreed to purchase an
additional 901,298 shares of Predictive Oncology common stock for
an aggregate of $964,389 upon, and subject to, the execution of a
definitive agreement in respect of the Transaction.
A full-text copy of the Extension Agreement is available at
https://tinyurl.com/2xz2pp6n
About Renovaro Inc.
Headquartered in Los Angeles, Calif., Renovaro Inc. operates
through two subsidiaries, Renovaro Biosciences and Renovaro Cube.
Renovaro Cube refers to GediCube Intl. Ltd. and its wholly owned
subsidiaries GediCube, B.V. and Grace Systems B.V., which were
acquired on Feb. 13, 2024.
Renovaro Biosciences is a biotechnology company intending, if the
necessary funding is obtained, to develop advanced allogeneic cell
and gene therapies to promote stronger immune system responses
potentially for long-term or life-long cancer remission in some of
the deadliest cancers, and potentially to treat or cure serious
infectious diseases such as Human Immunodeficiency Virus (HIV)
infections. As a result of its acquisition of GEDi Cube Intl, the
Company has shifted its primary focus and resources to the
development of the GEDi Cube Intl technologies.
Draper, Utah-based Sadler, Gibb & Associates, LLC, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated Oct. 10, 2024, citing that the Company has incurred
substantial recurring losses from operations, has used cash in the
Company's continuing operations, and is dependent on additional
financing to fund operations which raises substantial doubt about
its ability to continue as a going concern.
For the years ended June 30, 2024, and 2023, respectively, the
Company reported a net loss of $80,650,172 and $39,684,056. The
Company had an accumulated deficit of $325 million and $244
million
as of June 30, 2024 and 2023, respectively. As of Dec. 31, 2024,
the Company had $111.34 million in total assets, $29.28 million in
total liabilities, and $82.06 million in total stockholders'
equity.
"We have historically satisfied our capital and liquidity
requirements through funding from stockholders, the sale of our
Common Stock and warrants, and debt financing. We have never
generated any sales revenue to support our operations, and we
expect this to continue until our therapies or products are
approved for marketing in the United States and/or Europe. Even
if
we are successful in having our therapies or products approved for
sale in the United States and/or Europe, we cannot guarantee that
a
market for the therapies or products will develop. We may never
be
profitable," the Company mentioned in its Quarterly Report for the
period ending Dec. 31, 2024.
REVOLUTION AUTO: Hires Sternberg Naccari & White as Counsel
-----------------------------------------------------------
Revolution Auto Brokers, L.L.C. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Louisiana to employ
Sternberg, Naccari & White, LLC as counsel.
The firm will provide legal advice with respect to the Debtor's
powers and duties and to perform all necessary legal services.
Ryan Richmond, Esq., the primary attorney in this representation,
will be paid at his hourly rate of $350.
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received an initial retainer of $11,738 from monies owned
by the Debtor.
Mr. Richmond disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Ryan J. Richmond, Esq.
Sternberg, Naccari & White, LLC
450 Laurel Street, Suite 1450
Baton Rouge, LA 70801
Tel: (225) 412-3667
Fax: (225) 286-3046
Email: ryan@snw.law
About Revolution Auto Brokers, L.L.C.
Revolution Auto Brokers, L.L.C., filed a Chapter 11 bankruptcy
petition (Bankr. E.D. La. Case No. 25-10403) on March 6, 2025. The
Debtor hires Sternberg, Naccari & White, LLC as counsel.
RHODIUM ENCORE: Seeks Continued Cash Collateral Access
------------------------------------------------------
Rhodium Encore LLC, and its affiliates, asked the U.S. Bankruptcy
Court for the Southern District of Texas, Houston Division, for
authority to continue using cash collateral.
Specifically, the Debtor seeks to amend the Final Cash Collateral
Order in their Chapter 11 bankruptcy proceedings, dated September
23, 2024.
The Debtors sold their facility in Temple, Texas, on December 18,
2024, resulting in the cessation of bitcoin mining operations at
that location, and the proceeds were used to pay off the DIP
facility and terminate the financing.
The Debtors, in agreement with the Consenting Prepetition Secured
Parties, propose the Stipulated Amendment to the Final Cash
Collateral Order, would revise the definition of "Consenting
Prepetition Secured Parties" to include additional parties and
adjust certain terms, such as adequate protection provisions.
Adequate protection would involve granting liens on the assets of
Rhodium Renewables LLC, one of the Debtors, and offering "AP
Interest Payments" (i.e., interest payments to certain creditors).
These interest payments may, under specific conditions, be
recharacterized as principal repayment.
A copy of the motion is available at https://urlcurt.com/u?l=ZW3SOx
from PacerMonitor.com.
About Rhodium Encore
Rhodium Encore LLC is a founder-led, Texas based, digital asset
technology company utilizing proprietary tech to self-mine bitcoin.
The Company creates innovative technologies with the goal of being
the most sustainable and cost-efficient producer of bitcoin in the
industry.
Rhodium Encore sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 24-90448) on Aug.
24, 2024. In the petition filed by Michael Robinson, as co-CRO, the
Debtor reports lead debtor's estimated assets between $100 million
and $500 million and estimated liabilities between $50 million and
$100 million.
Judge Alfredo R. Perez oversees the case.
The Debtor tapped Quinn Emanuel Urquhart & Sullivan, LLP, as
counsel, and Province, LLC as restructuring advisor.
RLR MARKETING: Seeks to Hire Diller and Rice LLC as Counsel
-----------------------------------------------------------
RLR Marketing Corporation d/b/a School of Rock Perrysburg seeks
approval from the U.S. Bankruptcy Court for the Northern District
of Ohio to employ Diller and Rice, LLC as counsel.
The firm will provide these services:
(a) consult with and aid the Debtor in the preparation and
implementation of a plan of reorganization; and
(b) represent the Debtor in all matters relating to such
proceedings.
Eric Neuman, Esq., the primary attorney in this representation,
will be compensated at his hourly rate of $325 plus expenses.
Administrative assistant time is at $150 an hour.
Prior to the petition date, the firm received a retainer of $11,738
from the Debtor.
Mr. Neuman disclosed in a court filing that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Eric R. Neuman, Esq.
Diller and Rice LLC
124 E. Main Street
Van Wert, OH 45891
Tel: (419) 238-5025
Fax: (419) 238-4705
Email: Eric@drlawllc.com
About RLR Marketing Corporation
d/b/a School of Rock Perrysburg
RLR Marketing Corporation does business as the School of Rock. It
operates as a franchisee, with the franchisor being the School of
Rock Franchising, LLC.
RLR filed Chapter 11 petition (Bankr. N.D. Ohio Case No. 25-30347)
on February 28, 2025, listing up to $50,000 in assets and up to $1
million in liabilities. Ronald Rothenbuhler, director and president
of RLR, signed the petition.
Judge Mary Ann Whipple oversees the case.
Eric Neuman, Esq., at Diller and Rice, LLC, represents the Debtor
as legal counsel.
ROCK MEDICAL: Seeks Cash Collateral Access, DIP Loan
----------------------------------------------------
Brent King, the Chapter 11 trustee for Rock Medical Group, LLC,
asked the U.S. Bankruptcy Court for the District of Nebraska for
authority to use cash collateral and obtain post-petition
financing.
The trustee needs to use the cash collateral (including funds held
by American Healthcare Staffing Association) to cover necessary
business expenses, including payroll and operational costs.
The trustee also requested to continue the factoring relationship
with United Capital, as previously approved by the Court, to
maintain cash flow and preserve the Debtor' business operations.
Key terms of the Factoring Agreement include an advance rate of up
to 90% of eligible accounts receivable, with various fees and
charges (e.g., a factoring fee of 0.14% and late charges of 0.1%
per day). The maximum available line under the agreement is $5
million.
The trustee seeks access to approximately $192,000 in prepetition
funds held by AHSA, which the Debtor was entitled to under its
Managed Service Provider Agreement. There's a dispute over the
ownership and priority of these funds between United Capital and
MonetaFi.
The Debtor has several secured creditors that have liens on its
assets, including cash collateral:
1. United Capital: Entered into a factoring agreement with the
Debtor in November 2018, where the Debtor factored its accounts
receivable. United Capital asserts a lien on various assets,
including accounts, inventory, equipment, and more.
2. MonetaFi: In August 2024, the Debtor entered into a Future
Receivables Sale and Purchase Agreement, which involved the
assignment of future receivables to MonetaFi. MonetaFi filed a
financing statement and asserts a security interest in the
Debtor’s accounts.
3. AHSA Receivables: The Debtor has a contract with the American
Healthcare Staffing Association for staffing services and
invoicing. However, there’s a dispute between MonetaFi and United
Capital over the ownership and priority of funds processed through
AHSA.
To protect United Capital's interests in the cash collateral, the
trustee proposed granting them replacement liens on post-petition
assets and an administrative expense claim if the collateral's
value diminishes.
Similarly, the Trustee proposes granting replacement liens on
post-petition accounts receivable to MonetaFi, ensuring their
interests in the prepetition funds are protected.
A copy of the motion is available at https://urlcurt.com/u?l=QQpA7x
from PacerMonitor.com.
About Rock Medical Group LLC
Rock Medical Group, LLC is a solution-focused medical staffing
agency offering medical staffing solutions for hospitals, long-term
care facilities, specialty nursing units, hospice care, memory
care, rehabilitation facilities, surgical centers, and allied
services.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Neb. Case No. 24-81090) on November 27,
2024. In the petition signed by Loren Rock, managing member and
owner, the Debtor disclosed up to $1 million in assets and up to
$10 million in liabilities.
Judge Thomas L. Saladino oversees the case.
Patrick R. Turner, Esq., at Turner Legal Group, LLC, represents the
Debtor as bankruptcy counsel.
SANUWAVE HEALTH: Amends ByLaws in Connection with Nasdaq Uplisting
------------------------------------------------------------------
In connection with the Uplisting with the Nasdaq Global Market, on
March 4, 2025, the Board of Directors of Sanuwave Health, Inc.
approved Amended and Restated Bylaws of the Company, which amend
and restate the Company's existing bylaws in their entirety. The
A&R Bylaws amend the Existing Bylaws to, among other matters:
-- adjust the notice window for stockholders to propose business or
nominate directors to be considered at annual meetings to not less
than 90 and not more than 120 days before the anniversary of the
prior year's meeting;
-- provide that, unless otherwise required by law, if a stockholder
provides notice under Rule 14a-19 and subsequently: (i) notifies
the Company that such stockholder no longer intends to solicit
proxies in support of director nominees other than the Company's
director nominees in accordance with Rule 14a-19; (ii) fails to
comply with the requirements of Rule 14a-19; or (iii) fails to
provide reasonable evidence sufficient to satisfy the Company that
the requirements of Rule 14a-19 have been met, then the
stockholder's nominations shall be deemed null and void and the
Company shall disregard any proxies or votes solicited for any
nominee proposed by such stockholder;
-- prohibit stockholders from requesting or calling a special
meeting;
-- require any stockholders soliciting proxies from other
stockholders to use a form of proxy color other than white, which
shall be reserved for the exclusive use by the board of directors;
-- eliminate the requirement to make a stockholder list available
for examination at meetings of stockholders;
-- eliminate the requirement that the Chief Executive Officer serve
as an ex officio member of each committee appointed by the board of
directors;
-- increase the maximum authorized number of directors from nine to
10;
-- provide that the Eighth Judicial District Court of Clark County,
Nevada, shall be the sole and exclusive forum for adjudication of
disputes; and
-- make certain other administrative, modernizing, clarifying, and
conforming changes.
In connection with the Uplisting, on March 4, 2025, the Board
approved a new Code of Business Conduct and Ethics. A copy of the
Company's Code of Business Conduct and Ethics is available on the
Company's website at www.sanuwave.com/investors/governance
On March 4, 2025, the Company issued a press release announcing the
listing of the Company's common stock, par value $0.001 per share
on the Nasdaq Global Market effective at the opening of trading on
March 7, 2025 (the "Uplisting").
On March 3, 2025, the Company received a letter from the Listing
Qualifications Staff of The Nasdaq Stock Market LLC approving the
Uplisting. The Company expects its Common Stock will begin trading
on Nasdaq on March 7, 2025 under the ticker symbol “SNWV.”
About Sanuwave
Headquartered in Eden Prairie, MN, Sanuwave Health is focused on
the research, development, and commercialization of its patented,
non-invasive and biological response-activating medical systems
for
the repair and regeneration of skin, musculoskeletal tissue, and
vascular structures. Sanuwave's end-to-end wound care portfolio
of
regenerative medicine products and product candidates helps
restore
the body's normal healing processes. Sanuwave applies and
researches its patented energy transfer technologies in wound
healing, orthopedic/spine, aesthetic/cosmetic, and
cardiac/endovascular conditions.
New York, NY-based Marcum LLP, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
21, 2024. The report cited that the Company has incurred
recurring
losses and needs to raise additional funds to meet its
obligations,
sustain its operations, and to resolve the events of default on
the
Company's debt. These conditions raise substantial doubt about
the
Company's ability to continue as a going concern.
The Company incurred a net loss of $25.8 million and $10.3 million
for the years ended Dec. 31, 2023, and 2022, respectively.
"We may be required to raise additional funds to finance our
operations and remain a going concern; we may not be able to do
so,
and/or the terms of any financing may not be advantageous to us.
The continuation of our business is dependent upon raising
additional capital. We expect to devote substantial resources for
the commercialization of UltraMIST and PACE systems which will
require additional capital resources to remain a going concern,"
the Company mentioned in its Quarterly Report for the period
ending
Sept. 30, 2024.
Since inception, the Company has incurred losses from operations
each year. As of Sept. 30, 2024, the Company had an accumulated
deficit of $239 million. Historically, the Company's operations
have primarily been funded from the sale of capital stock, notes
payable, and convertible debt securities.
SBLA INC: Gets Interim OK to Use Cash Collateral
------------------------------------------------
SBLA, Inc. received interim approval from the U.S. Bankruptcy Court
for the Southern District of Florida, West Palm Beach Division, to
use its secured creditors' cash collateral.
The Debtor needs to use cash collateral to cover operating
expenses.
As protection, secured creditors were granted replacement liens on
post-petition assets of the Debtor, except for avoidance actions
under Section 542 of the Bankruptcy Code.
The creditors that may have an interest in the Debtor's cash
collateral are 8Fig, Inc.; Libertas Funding, LLC; Fox Funding
Group, LLC; Pinnacle Business Funding LLC; Rocket Capital NY LLC;
Spring Funding; Capytal.com; SellersFi; Corporation Service
Company, as Representative; C T Corporation System, as
Representative; Middesk, Inc. as Representative; and CHTD Company.
Other entities such as Corporation Service Company, CT Corporation
System, Middesk, and CHTD Company are not parties to agreements
with the Debtor, and it is believed they hold UCC-1 filings in a
representative capacity.
The Debtor has no cash on hand and relies on third-party platforms
(Amazon, Shopify, PayPal) to collect customer payments. However,
those platforms have refused to remit the funds to the Debtor
following notices sent by MCA lenders.
The Debtor's financial troubles stem from its reliance on merchant
cash advance (MCA) financing, which it used to cover prior debt.
The initial lender, 8Fig, Inc., provided short-term financing, but
the debt service became unsustainable. As a result, the Debtor took
on additional loans from new MCA lenders, which led to a cycle of
increasing debt and pressure. Some of these subsequent lenders
contacted the Debtor unsolicited, anticipating the company's need
for further funding. This spiraling debt situation, combined with
lawsuits from creditors, led the Debtor to file for bankruptcy
protection.
The next hearing is scheduled for April 2.
About SBLA Inc.
SBLA, Inc. focuses on providing non-invasive, at-home anti-aging
solutions through its innovative "sculpting wands." The Company's
product line includes items like the Neck, Chin & Jawline Sculpting
Wand, Facial Instant Sculpting Wand, and Lip Plump & Sculpt to help
firm, lift, and rejuvenate various areas of the face and body.
Known for its collaboration with Christie Brinkley, SBLA emphasizes
effective, science-backed skincare to offer alternatives to
invasive procedures.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Fla. Case No. 25-12606) on March 11,
2025. In the petition signed by Leonard Cogan, CFO, the Debtor
disclosed $801,858 in assets and $3,252,917 in liabilities.
Judge Mindy A. Mora oversees the case.
Bradley S. Shraiberg, Esq., at Shraiberg Page PA, represents the
Debtor as legal counsel.
SELECT PHENIXFIN: A.M. Best Affirms B(Fair) FS Rating
-----------------------------------------------------
AM Best has removed from under review with negative implications
and affirmed the Financial Strength Rating (FSR) of B (Fair) and
the Long-Term Issuer Credit Rating (Long-Term ICR) of "bb" (Fair)
of National Security Fire and Casualty Company (NSFC). AM Best also
has removed from under review with negative implications and
affirmed the FSR of B- (Fair) and the Long-Term ICR of "bb-" (Fair)
of Omega One Insurance Company, Inc. (Omega). The outlook assigned
to these Credit Ratings (ratings) is stable. In addition, AM Best
has maintained the under review with negative implications status
for the FSR of B (Fair) and the Long-Term ICR of "bb" (Fair) of
National Security Insurance Company (NSIC). All companies are
domiciled in Elba, AL and are subsidiaries of PhenixFIN Corporation
(PhenixFin), which operates as a business development corporation.
The ratings of NSFC reflect its balance sheet strength, which AM
Best assesses as adequate, as well as its marginal operating
performance, limited business profile and appropriate enterprise
risk management (ERM). The ratings of Omega reflect its balance
sheet strength, which AM Best assesses as strong, as well as its
marginal operating performance, very limited business profile and
appropriate ERM. The stable outlook assigned to these
property/casualty entities reflects additional risk reduction
efforts by NSFC to reduce exposure to catastrophe events by further
reducing its coastal footprint, as well as additional capital at
the holding company following the acquisition by PhenixFin and
investment by Tower I, LP.
The ratings of NSIC reflect its balance sheet strength, which AM
Best assesses as weak, as well as its adequate operating
performance, limited business profile and appropriate ERM. The
under review with negative implications status reflects the
continued pressure on the company's balance sheet due to the change
in loss reserve methodology and statutory strain from the annuity
business despite a capital injection from the recently closed
acquisition by PhenixFin. The under review with negative
implications status also reflects the need to execute successfully
on additional recapitalization plans, and improving operating
performance over time on the existing book of business.
SEMILEDS CORP: Trung T. Doan Holds 57.69% Equity Stake
------------------------------------------------------
Trung T. Doan, disclosed in a Schedule 13D/A (Amendment No. 5)
filed with the U.S. Securities and Exchange Commission that as of
February 28, 2025, he beneficially owned 4,716,188 shares of
SemiLEDs Corp's common stock, which includes 127,141 shares owned
directly by The Trung Doan 2010 GRAT (of which he is the sole
trustee), 1,389,821 shares held directly by him, 31,036 shares held
by JRS Properties III LLLP, and 3,168,190 shares held by Simplot
Taiwan, Inc., pursuant to a Voting Agreement. These shares
collectively represent 57.69% of the 7,211,738 shares outstanding
as of January 6, 2025, plus additional shares received upon partial
loan repayment on February 28, 2025.
Trung T. Doan may be reached at:
3F, No.11 Ke Jung Rd. Chu-Nan Site
Hsinchu Science Park Chu-Nan 350
Miao-Li County Taiwan
Province of China, 350
Tel: 886-37-586788
A full-text copy of Mr. Doan's SEC Report is available at:
https://tinyurl.com/4swxs9sb
About SemiLEDs
Headquartered in Miao-Li County, Taiwan, R.O.C., SemiLEDs --
http://www.semileds.com-- develops, manufactures and sells light
emitting diode (LED) chips, LED components, LED modules and
systems. The Company's products are used for general specialty
industrial applications, including ultraviolet, or UV, curing of
polymers, LED light therapy in medical/cosmetic applications,
counterfeit detection, LED lighting for horticulture applications,
architectural lighting and entertainment lighting.
The Company suffered losses from operations of $2.9 million and
$3.4 million and used net cash in operating activities of $365
thousand and $984 thousand for the years ended August 31, 2024 and
2023, respectively. These facts and conditions raise substantial
doubt about the Company's ability to continue as a going concern.
SemiLEDs disclosed $10,400,000 in total assets, $8,820,000 in total
liabilities, and $1,580,000 in total equity at November 30, 2024.
SHIELDCOAT TECHNOLOGIES: Seeks Cash Collateral Access
-----------------------------------------------------
Shieldcoat Technologies, Inc. asked the U.S. Bankruptcy Court for
the Eastern District of Texas, Lufkin Division, for authority to
use cash collateral.
The Debtor depends on the use of cash collateral for operations and
purchase of additional raw materials, as well as payroll. Revenue
is generated from contract manufacturing for the medical, defense
and electronics industry.
A search in the Texas Secretary of State shows that allegedly
secured positions are held by Commercial Finance Partners LLC, Leaf
Capital Funding LLC, FCS Advisors LLC, Leaf Capital Funding LLC,
Apex Funding Silver, Throttle, Daytona Funding Solutions, and
Timeless Funding LLC.
In exchange for the use of cash collateral, the Debtor proposed to
grant these entities replacement liens to the same extent and
priority, if any, that existed as of the date of filing.
A copy of the motion is available at https://urlcurt.com/u?l=LZsIhJ
from PacerMonitor.com.
About Shieldcoat Technologies Inc.
Shieldcoat Technologies, Inc. dba Cybershield, specializes in
metallized plastic solutions, offering services such as EMI/RFI
shielding, ESD control, chrome plating, and military specification
(Mil-Spec) coatings, including CARC coatings. The Company provides
electroless and electroplating services, conductive paint
applications, and FIP gaskets for various industries, including
consumer electronics, telecommunications, industrial equipment,
medical devices, and military/aerospace sectors. Additionally,
Cybershield offers value-added services such as injection molding,
mechanical assembly, and other manufacturing support to streamline
production and improve supply chain efficiency.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Texas Case No. 25-90067) on March 7,
2025. In the petition signed by Bobby J. Marshal, chief executive
officer, the Debtor disclosed $824,621 in assets and $3,005,698 in
liabilities.
Judge Joshua P Searcy oversees the case.
Robert C Lane, Esq., at The Lane Law Firm, represents the Debtor as
bankruptcy counsel.
SHINE SOLAR: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Shine Solar, LLC
1720 S. Walton Blvd. Suite 4-205
Bentonville, AR 72712
Business Description: The Debtor is engaged in the business of
selling, installing, and servicing
residential solar panels, as well as selling
and installing home batteries.
Additionally, the Debtor participates in
limited HVAC sales, installation, and
related activities.
Chapter 11 Petition Date: March 17, 2025
Court: United States Bankruptcy Court
Western District of Arkansas
Case No.: 25-70455
Judge: Hon. Bianca M Rucker
Debtor's Counsel: Stanley V. Bond, Esq.
BOND LAW OFFICE
525 S. School Ave.
Suite 100
Fayetteville, AR 72701
Tel: 479-444-0255
Fax: 479-235-2827
E-mail: attybond@me.com
Total Assets: $6,937,104
Total Liabilities: $8,062,957
The petition was signed by Caleb Gorden, in his capacity as
president.
A complete version of the petition, which contains a list of the
Debtor's 20 largest unsecured creditors, can be accessed for free
on PacerMonitor at:
https://www.pacermonitor.com/view/QHYUFEQ/Shine_Solar_LLC__arwbke-25-70455__0001.0.pdf?mcid=tGE4TAMA
SILVER LINING: Seeks Chapter 11 Bankruptcy in Nevada
----------------------------------------------------
On March 14, 2025, Silver Lining Advertising LLC filed Chapter 11
protection in the U.S. Bankruptcy Court for the District of
Nevada. According to court filing, the Debtor reports between $1
million to $10 million in debt owed to 1 and 49 creditors. The
petition states funds will be available to unsecured creditors.
About Silver Lining Advertising LLC
Silver Lining Advertising LLC is an advertising agency located in
Las Vegas, specializing in innovative mobile and digital marketing
strategies. The Company provides services such as mobile billboards
(both static and digital), street teams, walking billboards, and
the Vegas Vibe magazine, a local publication used for promotional
purposes. Additionally, Silver Lining runs a Concierge Program and
collaborates with notable clients like AREA15, Blue Man Group, and
Imagine Exhibitions.
Silver Lining Advertising LLC sought relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Nev. Case No. 25-11398) on March
14, 2025. In its petition, the Debtor reports estimated assets and
liabilities between $1 million and $10 million each.
The Debtor is represented by:
Matthew C. Zirzow, Esq.
LARSON & ZIRZOW, LLC
850 E. Bonneville Ave.
Las Vegas, NV 89101
Tel: 702-382-1170
E-mail: mzirzow@lzlawnv.com
SNP ENTERPRISES: Sec. 341(a) Meeting of Creditors on April 17
-------------------------------------------------------------
On March 13, 2025, SNP Enterprises LLC filed Chapter 11 protection
in the U.S. Bankruptcy Court for the District of New Jersey.
According to court filing, the Debtor reports $1,096,158 in
debt owed to 1 and 49 creditors. The petition states funds will be
available to unsecured creditors.
A meeting of creditors under Sec. 341(a) to be held on April
17,2025 at 11:00 AM at Telephonic.
About SNP Enterprises LLC
SNP Enterprises LLC' principal assets are located at 40 Reeds Road,
Tinton Falls, NJ 07724.
SNP Enterprises LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D.N.J. Case No. 25-12586) on March 13,
2025. In its petition, the Debtor reports total assets of
$1,572,715 and total liabilities of $1,096,158
Honorable Bankruptcy Judge Mark Edward Hall handles the case.
The Debtor is represented by:
Robert Nisenson, Esq.
ROBERT C. NISENSON
10 Auer Court
East Brunswick, NJ 08816
Email: r.nisenson@rcn-law.com
SOLUNA HOLDINGS: Releases February Business Update
--------------------------------------------------
Soluna Holdings, Inc. announced its February 2025 project
site-level operations, developments, and updates.
The Company has provided the following Corporate and Site Updates.
Corporate Highlights:
* Soluna Announces Project Kati Successfully Exits ERCOT
Planning Phase - Soluna's new data center project is expected to
unlock up to 166 MW of Bitcoin hosting and AI joint venture
opportunities. Learn more here.
* Soluna and Bit Digital Expand Partnership, Surpassing 12 MW
in Hosting Capacity – The new 5.5 MW deal brings next-gen mining
to Project Dorothy. Read more here.
* Soluna Secures Up to 187 MW of Sustainable Energy for AI and
Bitcoin Mining with Land Purchase Agreement for Project Rosa - The
agreement secures 60 acres of land for project development. Learn
more here.
* CEO John Belizaire's Fireside Chat with Water Tower Research
is available to watch now. Sign up here to access the recording.
* CEO John Belizaire joins Frontlines' Category Visionaries
Podcast to discuss Renewable Computing for AI. Listen to the
conversation here.
* New Episodes on Soluna's Clean Integration Podcast - CEO
John Belizaire hosts interviews with Soluna's team and industry
experts in a new limited series focused on AI, sustainability, and
Soluna Cloud. Listen to the latest episodes here.
* New Blogs - The Soluna team writes about financial modeling
for Bitcoin mining, the Deepseek phenomenon, the untapped potential
of renewables in high-performance computing, and more. Read our
latest blogs here.
Key Project Updates:
Project Dorothy 1A (25 MW, Bitcoin Hosting) / Project Dorothy 1B
(25 MW, Bitcoin Prop-Mining):
* Site operations have responded well following the substation
interconnection in January, with minimal curtailments as optimal
weather conditions have persisted.
* Project Dorothy 1A customer deployments are nearing
conclusion with the remaining 2 MW of S21's having been received
and in the process of being deployed.
Project Dorothy 2 (48 MW Under Construction, Bitcoin Hosting):
* Confirmation received from ERCOT that all requirements have
been satisfied, and we are approved to energize the next 50 MW of
Project Dorothy 2. The commissioning of Phase 1 has commenced.
* Grid telemetry and network installation have successfully
been completed in coordination with our utility partners.
* Hosting customer contracts are in the process of being
finalized, and coordination on deployment timing is underway.
* Mechanical construction for Phase 2 has commenced.
Project Grace (2 MW at Dorothy 2 Under Development, AI
Cloud/Hosting):
* We completed a third-party engineering report confirming a
Power Usage Effectiveness (PUE) of 1.13 and a Power Factor of
0.99.
Project Ada (1 MW, AI Cloud with HPE):
* Atlas Cloud launched its new Deepseek offering on February
28, which is powered by 128 NVIDIA H100 SXM Infiniband GPUs with
superior performance.
* Our AI pipeline currently exceeds 1,800 NVIDIA H100 GPUs.
Project Sophie (25 MW, Bitcoin Hosting with Profit Share, AI
Hosting):
* The local utility completed the substation repair in
mid-February ahead of schedule, and the site returned to 100%
capacity.
* We are in the process of completing a 2 MW customer
deployment to upgrade our fleet.
Project Kati (166 MW Under Development, Bitcoin Hosting and AI):
* The scope of work to complete Phase 1 (83 MW) of the
substation upgrade is finalized, with the remaining above-ground
electrical installation planned for April.
* Procurement activities on long-lead equipment remain
underway.
* The construction bidding process for Phase 1 (83 MW) of
Bitcoin Hosting has been launched.
Customer Success:
* Soluna deployed S21 and S21+ for the first time to Project
Dorothy through its partnership expansion with Bit Digital.
About Soluna Holdings
Headquartered in Albany, New York, Soluna Holdings designs,
develops, and operates digital infrastructure that transforms
surplus renewable energy into global computing resources. The
Company's modular data centers can be co-located with wind, solar,
or hydroelectric power plants and support compute-intensive
applications, including Bitcoin mining, generative AI, and
scientific computing. This approach aids in energizing a greener
grid while providing cost-effective and sustainable computing
solutions.
Going Concern
The Company was in a net loss, has negative working capital, and
has significant outstanding debt as of March 31, 2024. These
factors, among others, indicate that there is substantial doubt
about the Company's ability to continue as a going concern within
one year after the issuance of the Company's condensed financial
statements, according to the Company's Quarterly Report for the
period ended March 31, 2024.
As of June 30, 2024, Soluna Holdings reported $98.68 million in
total assets, $48.74 million in total liabilities, and $49.93
million in total equity.
SPHERE 3D: K. Kalbfleisch Remains Acting CEO
--------------------------------------------
Sphere 3D Corp. (Nasdaq: ANY) on March 6, 2025, announced the
passing of Patricia Trompeter, Chief Executive Officer. Patricia,
known to many as Patti, passed away peacefully on March 4 after a
courageous battle with cancer.
"Our hearts go out to Patti's family during this difficult time. We
extend our deepest condolences to her daughter, son, and all those
who loved her. She will be profoundly missed, both as a colleague
and friend, but her presence and dedication will not be forgotten",
says Kurt Kalbfleisch.
Patti joined Sphere 3D as a Director in 2021 and took over as CEO
in 2022. Stepping into her new role during a challenging time, she
successfully navigated the complexities of her first Bitcoin bear
market, demonstrating her ability to lead with strength and
foresight. Prior to Sphere 3D, she spent almost two decades at
General Electric, where she played a pivotal role in strategic
mergers and acquisitions. Her impact extended far beyond corporate
boardrooms -- she was a mentor, an advocate for women in business,
and a source of inspiration for many.
As a proud alumna of Marquette University, Patti remained deeply
connected to her alma mater, dedicating her time to mentoring
students and young professionals. In 2023, her achievements were
recognized when she was named to Forbes' 50 Over 50 list-an honor
that spoke to the remarkable impact she made throughout her career.
Her legacy is one of strength, generosity, and an unrelenting
passion for making a difference. Patti was an extraordinary
leader, friend, and mentor-a person of unwavering determination,
generosity, and a fearless spirit. She approached every challenge
with tenacity, leaving an unforgettable mark on all who had the
privilege of knowing and working alongside her. Her leadership at
Sphere 3D was defined by resilience, vision, and an unwavering
commitment to excellence.
Patti took a leave of absence on January 31, 2025, at which point
the board appointed Kurt Kalbfleisch, CFO, as interim CEO to ensure
business continuity. Under Kurt's leadership, the Company will
continue to operate while maintaining its focus on strategic
partnerships and acquisitions.
About Sphere 3D
Sphere 3D Corp. (NASDAQ: ANY) -- http://www.Sphere3D.com/-- is a
cryptocurrency miner growing its industrial-scale Bitcoin mining
operation through the capital-efficient procurement of
next-generation mining equipment and partnering with best-in-class
data center operators. Headquartered in Stamford, CT, Sphere 3D is
dedicated to growing shareholder value while honoring its
commitment to strict environmental, social, and governance
standards.
Houston, Texas-based MaloneBailey, LLP, the Company's auditor
since
2022, issued a "going concern" qualification in its report dated
March 13, 2024. The report emphasizes that the Company has
suffered
recurring losses from operations and does not expect to have
sufficient working capital to fund its operations, which raises
substantial doubt about its ability to continue as a going
concern.
As of Sept. 30, 2024, Sphere 3D had $44.26 million in total
assets,
$3.55 million in total current liabilities, $4.86 million in
temporary equity, and $35.85 million in total shareholders' equity.
SPIRIT AIRLINES: Davis Polk Was Lead Counsel in Restructuring
-------------------------------------------------------------
Davis Polk served as lead counsel to Spirit Airlines, LLC (f/k/a
Spirit Airlines, Inc.) and its subsidiaries in connection with
their chapter 11 restructuring proceedings. On February 13, 2025,
only 87 days after the filing, the Bankruptcy Court confirmed
Spirit's chapter 11 plan of reorganization, which was
overwhelmingly supported by 99.99% of all voting creditors. In
connection with plan confirmation, the Davis Polk team prevailed
against the SEC and U.S. Trustee and procured a 47-page written
opinion confirming that the use of “opt-out” third-party
releases was permissible. On March 12, 2025, Spirit completed its
landmark financial restructuring and emerged from bankruptcy.
Pursuant to the approved plan, Spirit equitized $795 million of
funded debt, received a $350 million equity investment and issued
$840 million principal amount of new senior secured debt. Spirit
also entered into a new $275 million revolving credit facility.
Spirit's vendors, aircraft lessors and holders of secured aircraft
indebtedness were left unimpaired. These transactions allow Spirit
to emerge a stronger company, better-positioned for success as the
airline moves forward with its strategy to redefine low-fare travel
with its new, high-value travel options.
The seventh-largest airline in the U.S., Spirit is committed to
delivering value to its guests by offering an enhanced travel
experience with flexible, affordable options. Spirit employs over
11,000 employees, and serves destinations throughout the United
States, Latin America and the Caribbean.
The Davis Polk restructuring team included partners Marshall S.
Huebner and Darren S. Klein and counsel Christopher Robertson. The
capital markets team included partner Yasin Keshvargar and counsel
Christoper H. Van Buren. The finance team included partner David
Hahn and counsel Benjamin Cheng and Bernard Tsepelman. Partners
Louis L. Goldberg and Brian Wolfe provided corporate advice. The
litigation team included partners Ben Kaminetzky, Dana M. Seshens
and Rory A. Leraris and counsel Marc J. Tobak. Partner Patrick E.
Sigmon and counsel Leslie J. Altus provided tax advice. Partner
Travis Triano provided executive compensation advice. Partner Frank
Azzopardi and counsel Samantha Lefland provided intellectual
property advice. All members of the Davis Polk team are based in
the New York office.
Davis Polk refers to Davis Polk & Wardwell LLP, a New York limited
liability partnership, and its associated entities.
About Spirit Airlines
Spirit Airlines, Inc. (SAVE) is a low-fare carrier committed to
delivering the best value in the sky by offering an enhanced travel
experience with flexible, affordable options. Spirit serves
destinations throughout the United States, Latin America and the
Caribbean with its Fit Fleet, one of the youngest and most
fuel-efficient fleets in the U.S. On the Web:
http://wwww.spirit.com/
Spirit Airlines and its affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 24-11988) on Nov. 18, 2024, after
reaching terms of a pre-arranged plan with bondholders. At the time
of the filing, Spirit Airlines reported $1 billion to $10 billion
in both assets and liabilities. Judge Sean H. Lane oversees the
case.
The Debtors tapped Davis Polk & Wardwell, LLP as legal counsel;
Alvarez & Marsal North America, LLC, as financial advisor; and
Perella Weinberg Partners LP as investment banker. Epiq Corporate
Restructuring, LLC, is the claims agent.
Paul Hastings, LLP and Ducera Partners, LLC serve as legal counsel
for the Ad Hoc Group of Convertible Noteholders.
Akin Gump Strauss Hauer & Feld, LLP and Evercore Group LLC
represent the Ad Hoc Group of Senior Secured Noteholders.
The official committee of unsecured creditors retained Willkie Farr
& Gallagher LLP as counsel.
Citigroup Global Markets, Inc., is serving as financial advisor and
Latham & Watkins LLP is serving as legal counsel to Frontier.
STRAITLINE WELL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Straitline Well Services LLC
17115 San Pedro Ave
San Antonio, TX 78232-2687
Business Description: Straitline Well Services provides water
transfer solutions for the oil and gas
industry, including services for drilling
support, completions, production, and
pipeline hydrotesting. The Company leases
mobile water pumping units and related
equipment to support its operations,
primarily in Texas, where they pump and
supply water to oil and gas wells across
major basins.
Chapter 11 Petition Date: March 17, 2025
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 25-50498
Judge: Hon. Craig A Gargotta
Debtor's Counsel: Morris E. "Trey" White, III, Esq.
VILLA & WHITE LLP
100 NE Loop 410 Suite 615
San Antonio TX 78216
Tel: (210) 225-4500
Email: treywhite@villawhite.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jonathan Robinson as manager.
A full-text copy of the petition, which includes a list of the
Debtor's 20 largest unsecured creditors, is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/BOVRM6I/Straitline_Well_Services_LLC__txwbke-25-50498__0001.0.pdf?mcid=tGE4TAMA
SUN TECH AIR: Seeks Cash Collateral Access
------------------------------------------
Sun Tech Air Conditioning, LLC asked the U.S. Bankruptcy Court for
the District of Arizona for authority to continue using cash
collateral and provide adequate protection, in accordance with its
agreement with the U.S. Small Business Administration, under the
same terms as the previous order.
Specifically, the Debtor seeks to extend the use of cash, including
potential cash collateral, for its operations and expenses, with a
10% variance, through April 30.
The court has previously approved the Debtor's use of cash
collateral, with stipulated orders entered in July, August,
November, and February, authorizing the use of funds through
various periods.
The Debtor's Chapter 11 plan of reorganization includes a monthly
adequate protection payment of $1,125 to the SBA.
A copy of the motion is available at https://urlcurt.com/u?l=2PhjQu
from PacerMonitor.com.
About Sun Tech Air
Sun Tech Air Conditioning, LLC sought protection under Chapter 11
of the U.S. Bankruptcy Code (Bankr. D. Ariz. Case No. 24-05449) on
July 7, 2024, listing up to $50,000 in assets and up to $1 million
in liabilities.
Judge Madeleine C. Wanslee oversees the case.
Ronald J. Ellett, Esq., at Ellett Law Offices, P.C. represents the
Debtor as legal counsel.
SUNNOVA ENERGY: Oaktree Capital Buys Debt Prior to Talks
--------------------------------------------------------
Reshmi Basu of Bloomberg News reports that Oaktree Capital
Management has been acquiring debt from Sunnova Energy
International Inc. as the solar panel provider prepares to
negotiate with creditors over its strained capital structure,
according to people with knowledge of the matter.
The investment firm has recently purchased about $400 million of
Sunnova’s debt, the sources said, requesting anonymity due to the
confidential nature of the information. As of the end of last year,
Sunnova reported more than $8 billion in net debt, including
asset-backed facilities, according to its 2024 earnings statement.
About Sunnova Energy
Sunnova Energy International Inc. (NYSE: NOVA) is an
industry-leading adaptive energy services company focused on making
clean energy more accessible, reliable, and affordable for
homeowners and businesses. Through its adaptive energy platform,
Sunnova provides a better energy service at a better price to
deliver its mission of powering energy independence.
Founded in Houston, Texas in 2012, Sunnova started its journey to
create a better energy service at a better price. Driven by the
changing energy landscape, technology advancements, and demand for
a cleaner, more sustainable future, we are proud to help pioneer
the energy transition.
SWITCHBACK COFFEE: Seeks Continued Cash Collateral Access
---------------------------------------------------------
Switchback Coffee Roasters, Inc. asked the U.S. Bankruptcy Court
for the District of Colorado for authority to continue using cash
collateral.
Specifically, the Debtor needs to use cash collateral for an
additional four-month period starting March 2025, maintaining the
same terms as the Final Order and the order granting the
stipulation with the Colorado Department of Revenue.
The Debtor is a neighborhood coffee shop and cafe formed in 2013,
which opened in 2015. It has expanded its space three times and
increased revenue five times. The shop offers coffee, tea, light
lunch items, breakfast sandwiches, and local pastries, with 13
employees. The coffee is roasted by an affiliated entity, and many
ingredients come from local farms and businesses.
A copy of the Debtor's motion and budget is available at
https://urlcurt.com/u?l=wdW8SA from PacerMonitor.com.
The Debtor projects total expenses, on a monthly basis, as
follows:
$13,359 for March 2025;
$12,472 for April 2025;
$13,100 for May 2025; and
$13,100 for June 2025.
About Switchback Coffee Roasters
Switchback Coffee Roasters, Inc. filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Colo. Case No.
24-14822) on Aug. 19, 2024, with as much as $1 million in both
assets and liabilities.
Judge Thomas B. McNamara oversees the case.
Aaron A. Garber, Esq., at Wadsworth Garber Warner Conrardy, PC
serves as the Debtor's legal counsel.
TONIX PHARMACEUTICALS: CTO to Receive EUR 385K in Annual Salary
---------------------------------------------------------------
Tonix Pharmaceuticals Holding Corp. disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that Tonix
Pharma Limited, a wholly-owned subsidiary of the Company, entered
into an employment agreement with Siobhan Fogarty, the Company's
Chief Technical Officer.
Pursuant to the Employment Agreement, Ms. Fogarty will receive an
annual base salary of EUR 385,000 and is eligible for an annual
bonus and equity compensation. The Employment Agreement may be
terminated by either party with at least 180 days prior notice. In
the event the Employment Agreement is terminated by the Company,
Ms. Fogarty is entitled to her base salary for the 180-notice
period. The Employment Agreement contains customary terms and
conditions for agreements of this type.
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.
As of September 30, 2024, Tonix had $95 million in total assets,
$20.8 million in total liabilities, and $74.2 million in total
equity.
Going Concern
The Company cautioned in its Form 10-Q report for 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.
TREESAP FARMS: U.S. Trustee Appoints Creditors' Committee
---------------------------------------------------------
The U.S. Trustee for Region 7 appointed an official committee to
represent unsecured creditors in the Chapter 11 case of TreeSap
Farms, LLC.
The committee members are:
1. Dynasty Grower Supply
9052 Del Mar Ave
Montclair, CA 91763
Jason Wang
(626) 922-4782
gbgic@msn.com
2. Nutrien Ag Solutions, Inc.
P.O. Box 943
Powhatan, VA 23139
Nancy R. Chase
(804) 432-2848
nancy.chase@nutrien.com
3. BWI Companies, Inc.
1355 N Kings Hwy
Nash, TX 75569
Landon Forbes
(903) 334-0302
landonforbes@bwicompanies.com
4. Star Roses and Plants
8 Federal Road, Suite 6
West Grove, PA 19390
David Watkins
(215) 837-0512
dwatkins@starrosesandplants.com
5. Wilbur-Ellis Company
920 N. Argonne Rd., Suite 304
Spokane, WA 99212
Teresa Pfau
(509) 995-3896
tpfau@wilburellis.com
6. Nursery Supplies, Inc.
1415 Orchard Drive
Chambersburg, PA 17201
Thomas Klink
(414) 614-9649
tklink@creogroup.com
7. Ryder Transportation Services
2333 Ponce de Leon Blvd.
Coral Gables, FL 33134
Michael Mandell
(954) 439-4477
mandms@ryder.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About TreeSap Farms
TreeSap Farms, LLC filed Chapter 11 petition (Bankr. S.D. Texas
Case No. 25-90017) on February 24, 2025, listing between $100
million and $500 million in both assets and liabilities.
Judge Alfredo R. Perez oversees the case.
The Debtor tapped Hunton Andrews Kurth, LLP and McKool Smith, P.C.
as legal counsels; Armory Securities, LLC as investment banker; and
The Keystone Group as financial advisor.
TRIMONT ENERGY: Gets Extension to Access Cash Collateral
--------------------------------------------------------
Trimont Energy (NOW), LLC and its affiliates received another
extension from the U.S. Bankruptcy Court for the Eastern District
of Louisiana to use cash collateral to pay their expenses.
The interim order approved the use of cash collateral for the
period from Oct. 25, 2023, through the date which is five business
days following a declaration to terminate, reduce or restrict the
companies' ability to use cash collateral.
Certain secured lenders assert interest in the case collateral
based on the loan they provided under a Multiple Draw Term Loan
Agreement with Shell Trading (US) Company as administrative agent.
As of the petition date, these lenders were owed more than $2.286
million.
Also, certain entities may possess oil and gas liens under the
Louisiana Oil Well Lien Act (LOWLA) on oil and gas assets owned by
Trimont Energy (NOW) and affiliates, Whitney Oil & Gas, LLC, and
Trimont Energy (GIB), LLC.
As protection against any diminution in value of their interests in
the pre-bankruptcy collateral, secured lenders and the LOWLA
lienholders were granted a valid and perfected security interest
in, and lien on, the companies' assets.
The next hearing is set for April 9.
About Trimont Energy (Now)
Trimont Energy (NOW) LLC, a company in Houston, Texas, filed its
voluntary petition for Chapter 11 protection (Bankr. E.D. La. Case
No. 23-11868) on October 25, 2023, listing as much as $1 million to
$10 million in both assets and liabilities. Christopher O. Ryals as
chief restructuring officer, signed the petition.
Judge Meredith S. Grabill oversees the case.
The Debtor tapped Heller, Draper, & Horn, LLC as legal counsel;
Chaffe & Associates, Inc. as financial advisor; and Christopher O.
Ryals of RCO Capital, LLC as chief operating officer.
TWENTY EIGHT: Seeks Cash Collateral Access Until May 31
-------------------------------------------------------
Twenty Eight Hundred Lafayette, Inc. asked the U.S. Bankruptcy
Court for the District of New Hampshire for authority to use up to
$455,635 in cash collateral.
The Debtor requires the use of cash collateral to pay
post-petition costs and expenses including payroll, rent, and
monthly operating expenses incurred in the ordinary course of
business and making adequate protection payments to the extent
provided for in the budget during the period between April 1, 2025
and May 31, 2025.
The Debtor further seeks permission from the Court to provide
Enterprise Bank, the Small Business Association and Rockingham
Economic Development Corp., with the following adequate protection
for any loss or diminution in value of the cash collateral securing
its claims to the extent such claims qualify as secured claims
under 11 USC Section 506:
a. Beginning on March 1, 2025, the Debtor has made monthly adequate
protection payments in the amount of $3,232 to Enterprise Bank and
$3,156 to the Small Business Association Wells Fargo and $1,509 to
Rockingham Economic Development Corp. on or before the last day of
each month during the Use Term.
b. The Debtor will grant the Potential Record Lienholders that hold
or claim to hold valid, binding, enforceable and automatically
perfected liens on the Debtor's post-petition property of same
kinds, types and description in, to and on which Potential Record
Lienholders held valid and enforceable perfected liens on the
Petition Date, each of which will have and enjoy the same priority
as such liens had under applicable state law on the Petition Date,
if any. The Record Cash Collateral Liens held by the other
Potential Cash Collateral Record Lienholders confer any value on
them.
c. The Debtor will provide to the Potential Record Lienholders that
hold or claim to hold liens on the real property of the estate
certificates of property and casualty insurance in amounts not less
than the amount in effect on the petition date; such certificates
of insurance will name the United States Trustee as a certificate
holder and the Potential Record Lienholders as loss payees.
Enterprise holds a blanket lien in first priority position on the
Debtor's collateral in the amount of $373,465. Debtor believes that
the SBA holds a similar secured position on the Debtor's collateral
in the form of secured loans and security agreements in the amounts
of $480,000 and $311,000. The Debtor further believes that REDC
holds a blanket security lien on the Debtor's collateral in the
amount of $35,369.
A copy of the motion is available at https://urlcurt.com/u?l=06rBJh
from PacerMonitor.com.
About Twenty Eight Hundred Lafayette
Established in 1992, Twenty Eight Hundred Lafayette, Inc. is a
seafood restaurant with locations in Epping, Portsmouth, Salem, and
North Hampton (seasonal) in New Hampshire. It conducts business
under the names The Beach Plum 2 Portsmouth and The Beach Plum 3
Epping.
Twenty Eight Hundred Lafayette filed Chapter 11 petition (Bankr.
D.N.H. Case No. 25-10046) on January 27, 2025. In its petition, the
Debtor reported assets between $50,000 and $100,000 and liabilities
between $1 million and $10 million.
Judge Kimberly Bacher handles the case.
The Debtor is represented by Eleanor Wm. Dahar, Esq. at Victor W.
Dahar Professional Association.
US BANK NA: Bronx Property Up for Sale on April 3
-------------------------------------------------
Pursuant to the final judgment of foreclosure and sale entered on
Jan. 16t, 2025, in the total amount of $3,162,322.34, plus
post-judgment default interest and expenses of the sale, wherein
US. Bank National Association is the plaintiff and GMC Holding LLC
et al. are defendants. The receiver will sell at public auction
foreclosure sale the real property located at 378 and 380 East
139th Street, Bronx, New York 10022 (Block 2301, Lots 21 and 22),
all that certain plot, in piece or parcel of land situate, lying,
and being in the City of New York, County of Bronx and State of New
York ("mortgage premises"), free and clear of any other liens,
claims, interests and encumbrances, with such liens, claims,
interests, and encumbrances to attach to the sale proceeds.
The receiver will conduct the public auction to sell the mortgage
premises on April 3, 2025, at 10:00 p.m. (prevailing Eastern Time)
outside of the public entrance of Daniel Patrick Moynihan United
State Courthouse, 500 Pearl Street, New York, New York 10016.
The undersigned will accept the highest bid offered by a bidder and
will require that successful bidder to (i) provide proper
government-issued identification, (ii) immediately execute terms of
sale for the purchase of the collateral, (iii) pay the certified or
bank check 10% of the sum bid, made payable to Stephen J. Ginsberg,
Esq., as receiver.
Cash will not be accepted.
The plaintiff reserves all rights to credit bid its allowed claim
in satisfaction with the underlying debt and is not required to
post a deposit. Any bidder seeking to participate in the auction
and seeking information regarding the assets must contact:
Stephen J. Ginsberg, Esq.
Receiver
Tel: (516) 880-7219
Email: sgindberg@moritthock.com
VENUS CONCEPT: Implements 1-for-11 Reverse Stock Split
------------------------------------------------------
Venus Concept Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that the Company effected a
1-for-11 reverse stock split of the Company's issued and
outstanding common stock, par value $0.0001 per share by the filing
of a Certificate of Amendment of Certificate of Incorporation with
the Secretary of State of the State of Delaware pursuant to the
Delaware General Corporation Law. The Reverse Stock Split became
effective at 5:00 p.m. Eastern Time on March 3, 2025, and began
trading on a Reverse Stock Split-adjusted basis as of the opening
of the Nasdaq Capital Market on March 4, 2025.
On February 14, 2025, the Company held a Special Meeting of
Stockholders. At the Special Meeting, the Company's stockholders
approved the Reverse Stock Split at a ratio ranging from 1-for-5 up
to a ratio of 1-for-16, such ratio and the implementation and
timing of such Reverse Stock Split to be determined by the
Company's Board of Directors at its discretion. Following the
Special Meeting on February 14, 2025, the Board approved the
Reverse Stock Split at a ratio of 1-for-11 shares.
As a result of the Reverse Stock Split, every 11 shares of Common
Stock issued and outstanding were automatically reclassified into
one new share of Common Stock. The Reverse Stock Split did not
modify any rights or preferences of the shares of Common Stock.
Proportionate adjustments will be made to the exercise or
conversion prices and the number of shares underlying the Company's
outstanding equity awards, convertible securities and warrants, as
well as to the number of shares issued and issuable under the
Company's equity incentive plans. The conversion ratio of our
preferred stock will also be proportionately adjusted with respect
to shares of preferred stock issued and outstanding before the
Reverse Stock Split. The Common Stock issued pursuant to the
Reverse Stock Split will remain fully paid and non-assessable. The
Reverse Stock Split will not affect the number of authorized shares
of Common Stock or the par value of the Common Stock.
No fractional shares were issued in connection with the Reverse
Stock Split. Any fractional shares resulting from the Reverse Stock
Split were automatically rounded up to the nearest whole share.
Ownership percentages did not meaningfully change as a result of
rounding up the fractional shares. Similarly, no fractional shares
were issued on the exercise of outstanding stock options, awards or
rights, except as otherwise expressly specified in the documents
governing such stock options, awards or rights.
About Venus Concept
Toronto, Ontario-based Venus Concept Inc. is an innovative global
medical technology company that develops, commercializes, and
delivers minimally invasive and non-invasive medical aesthetic and
hair restoration technologies and related services. The Company's
systems have been designed on cost-effective, proprietary, and
flexible platforms that enable the Company to expand beyond the
aesthetic industry's traditional markets of dermatology and plastic
surgery, and into non-traditional markets, including family
medicine and general practitioners and aesthetic medical spas.
Toronto, Canada-based MNP LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated April 1,
2024, citing that the Company has reported recurring net losses and
negative cash flows from operations that raise substantial doubt
about its ability to continue as a going concern.
As of September 30, 2024, Venus Concept had $72.28 million in total
assets, $61.65 million in total liabilities, $520,000 in
non-controlling interests, and $10.11 million in total
stockholders' equity.
VENUS CONCEPT: Secures Debt Extensions With Madryn, EW Investors
----------------------------------------------------------------
Venus Concept Inc. disclosed in a Form 8-K Report filed with the
U.S. Securities and Exchange Commission that the Company, Venus
Concept USA, Inc., a wholly-owned subsidiary of the Company, Venus
Concept Canada Corp., a wholly-owned Canadian subsidiary of the
Company, and Venus Concept Ltd., a wholly-owned Israeli subsidiary
of the Company, entered into an Amendment and Consent Agreement
with Madryn Health Partners, LP and Madryn Health Partners (Cayman
Master), LP, to extend the maturity date of the Loan and Security
Agreement (Main Street Priority Loan), dated December 8, 2020,
among the Lenders, as lenders, and Venus USA, as borrower from
December 8, 2025 to December 8, 2026.
The Amendment and Consent Agreement also granted relief under the
MSLP Loan Agreement, such that:
(i) certain minimum liquidity requirements under the MSLP Loan
Agreement are waived through March 31, 2025, and
(ii) permit Venus USA to apply the March 8, 2025 cash interest
payment due under each Note (as defined in the Amendment and
Consent Agreement) to the respective outstanding principal balance
of each Note.
Amendment to Secured Subordinated Convertible Notes:
As previously reported, on October 4, 2023, the Loan Parties
entered into an Exchange Agreement with the Holders. Pursuant to
the Exchange Agreement, the Holders agreed to, amongst other
things, exchange $26,695,110.58 in aggregate principal amount of
outstanding secured convertible notes of the Company for
$22,791,748.32 in aggregate principal amount of new secured
convertible notes of the Company.
On February 28, 2025, the Loan Parties and Holders entered into an
Amendment to Secured Subordinated Convertible Notes agreement. The
Madryn Note Amendment amended the New Notes to extend the maturity
date of the New Notes from December 9, 2025 to December 9, 2026.
Twelfth Bridge Loan Amendment:
On February 28, 2025, the Loan Parties entered into a Twelfth
Bridge Loan Amendment Agreement with the Lenders. The Twelfth
Bridge Loan Amendment amended that certain Loan and Security
Agreement, dated April 23, 2024, among Venus USA, as borrower, the
Company, Venus Canada and Venus Israel, as guarantors, and the
Lenders, as lenders, to extend the maturity date of the Bridge Loan
from February 28, 2025 to March 31, 2025.
Amendment to Secured Subordinated Convertible Notes:
As previously reported, on January 18, 2024, the Loan Parties
entered into a Note Purchase and Registration Rights Agreement with
EW Healthcare Partners, L.P. Pursuant to the Note Purchase
Agreement, the Company issued and sold to the Investors $2,000,000
in aggregate principal amount of secured subordinated convertible
notes.
On February 28, 2025, Loan Parties and Investors entered into an
Amendment to Secured Subordinated Convertible Notes agreement. The
EW Note Amendment amends the Notes to extend the maturity date of
the Notes from December 9, 2025 to December 9, 2026.
About Venus Concept
Toronto, Ontario-based Venus Concept Inc. is an innovative global
medical technology company that develops, commercializes, and
delivers minimally invasive and non-invasive medical aesthetic and
hair restoration technologies and related services. The Company's
systems have been designed on cost-effective, proprietary, and
flexible platforms that enable the Company to expand beyond the
aesthetic industry's traditional markets of dermatology and plastic
surgery, and into non-traditional markets, including family
medicine and general practitioners and aesthetic medical spas.
Toronto, Canada-based MNP LLP, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated April 1,
2024, citing that the Company has reported recurring net losses and
negative cash flows from operations that raise substantial doubt
about its ability to continue as a going concern.
As of September 30, 2024, Venus Concept had $72.28 million in total
assets, $61.65 million in total liabilities, $520,000 in
non-controlling interests, and $10.11 million in total
stockholders' equity.
VERRICA PHARMACEUTICALS: Posts $76.6 Million Net Loss in 2024
-------------------------------------------------------------
Verrica Pharmaceuticals Inc., filed with the Securities and
Exchange Commission its Annual Report on Form 10-K. For the year
ended December 31, 2024, the net loss was $76.6 million, compared
to a net loss of $67 million for the year ended December 31, 2023.
As of December 31, 2024, it had an accumulated deficit of $307
million.
Philadelphia, Pennsylvania-based KPMG LLP, the Company's auditor
since 2008, issued a "going concern" qualification in its report
dated March 11, 2025, citing that the Company has incurred
substantial operating losses since inception and has negative cash
flows from operations that raise substantial doubt about its
ability to continue as a going concern.
According to the Company, while its financial statements have been
prepared assuming that it will continue as a going concern, it does
not currently have sufficient working capital to fund its planned
operations for the next 12 months.
"Based on our current business plan and current capital resources,
consisting of cash and cash equivalents of $46.3 million as of
December 31, 2024, combined with the uncertainty regarding the
availability of additional funding and considering our debt
obligations, including a requirement to maintain cash, cash
equivalents and investments of at least $10 million at all times,
we have concluded that there is substantial doubt regarding our
ability to continue as a going concern within the next 12 months,"
the Company explained.
"Until we can generate sufficient revenue to fund our operations,
we will need to finance future cash needs through public or private
equity offerings, license agreements, debt financings or
restructurings, collaborations, strategic alliances and marketing
or distribution arrangements. The perception of our ability to
continue as a going concern may make it more difficult for us to
obtain financing for the continuation of our operations and could
result in the loss of confidence by investors and employees. If we
are unable to obtain sufficient funding, our business, prospects,
financial condition and results of operations will be materially
and adversely affected, and we may be unable to continue as a going
concern. If we are unable to continue as a going concern, we may
have to liquidate our assets and may receive less than the value at
which those assets are carried on our financial statements, and it
is likely that investors will lose all or a part of their
investment."
A full-text copy of the Company's Form 10-K is available at:
https://tinyurl.com/8t975sny
About Verrica Pharmaceuticals
West Chester, Pa.-based Verrica Pharmaceuticals Inc. is a
dermatology therapeutics company developing and selling medications
for skin diseases requiring medical intervention.
As of December 31, 2024, the Company had $54.1 million in total
assets, $63.9 million in total liabilities, and total stockholders'
deficit of $9.9 million.
VERRICA PHARMACEUTICALS: Registers $150-Mil. Mixed Securities Shelf
-------------------------------------------------------------------
Verrica Pharmaceuticals Inc. filed a preliminary prospectus on Form
S-3 with the U.S. Securities and Exchange Commission to register
under the registration statement an aggregate of $150,000,000 of
securities, including, in accordance with Rule 415(a)(6) under the
Securities Act of 1933, as amended, $18,115,967 of unsold
securities previously registered under the Company's registration
statement on Form S-3 (File No. 333-268229), which was originally
filed with the SEC on November 7, 2022 and became effective on
December 19, 2022 and which is referred to herein as the "Prior
Registration Statement."
Pursuant to Rules 415(a)(5)(ii) and 415(a)(6) under the Securities
Act, by filing this registration statement on Form S-3, the
Registrant may issue and sell securities under the Prior
Registration Statement until the earlier of the effective date of
this registration statement or 180 days after December 19, 2025.
Verrica Pharmaceuticals said, "From time to time, we may offer and
sell up to $150,000,000 of any combination of the securities
described in this prospectus in one or more offerings. We may also
offer securities as may be issuable upon conversion, redemption,
repurchase, exchange or exercise of any securities registered
hereunder, including any applicable anti-dilution provisions."
"This prospectus provides a general description of the securities
we may offer. Each time we offer securities, we will provide
specific terms of the securities offered in a supplement to this
prospectus. We may also authorize one or more free writing
prospectuses to be provided to you in connection with these
offerings. The prospectus supplement and any related free writing
prospectus may also add, update or change information contained in
this prospectus."
This prospectus may not be used to consummate a sale of any
securities unless accompanied by a prospectus supplement.
"Our common stock is traded on the Nasdaq Global Market under the
symbol "VRCA." On March 10, 2025, the last reported sale price of
our common stock was $0.64 per share. The applicable prospectus
supplement will contain information, where applicable, as to any
other listing on the Nasdaq Global Market or any securities market
or other exchange of the securities, if any, covered by the
prospectus supplement."
"As of March 10, 2025, the aggregate market value of our common
stock held by our non-affiliates, as calculated pursuant to the
rules of the Securities and Exchange Commission, was approximately
$37.6 million, based upon 50,704,661 shares of our outstanding
common stock held by non-affiliates as of March 10, 2025, and at a
price of $0.7419 per share, the closing sale price of our common
stock on Nasdaq on February 20, 2025. We have not offered any
securities pursuant to General Instruction I.B.6 of Form S-3 during
the prior 12-calendar-month period that ends on and includes the
date of this prospectus. Pursuant to General Instruction I.B.6 of
Form S-3, in no event will we sell securities in a public offering
with a value exceeding more than one-third of our "public float"
(i.e., the market value of our common stock held by our
non-affiliates) in any 12-month period so long as our public float
remains below $75.0 million."
"We will sell these securities directly to investors, through
agents designated from time to time or to or through underwriters
or dealers, on a continuous or delayed basis. For additional
information on the methods of sale, you should refer to the section
entitled "Plan of Distribution" in this prospectus and in the
applicable prospectus supplement. If any agents or underwriters are
involved in the sale of any securities with respect to which this
prospectus is being delivered, the names of such agents or
underwriters and any applicable fees, commissions, discounts or
over-allotment options will be set forth in a prospectus
supplement. The price to the public of such securities and the net
proceeds we expect to receive from such sale will also be set forth
in a prospectus supplement."
A full-text copy of the Form S-3 is available at:
https://tinyurl.com/3z4rn75f
About Verrica Pharmaceuticals
West Chester, Pa.-based Verrica Pharmaceuticals Inc. is a
dermatology therapeutics company developing and selling medications
for skin diseases requiring medical intervention.
Philadelphia, Penn.-based KPMG LLP, the Company's auditor since
2008, issued a "going concern" qualification in its report dated
March 11, 2025, citing that the Company has incurred substantial
operating losses since inception and has negative cash flows from
operations that raise substantial doubt about its ability to
continue as a going concern.
As of December 31, 2024, the Company had $54.1 million in total
assets, $63.9 million in total liabilities, and total stockholders'
deficit of $9.9 million.
VIRGINIA BEACH: Seeks to Use Cash Collateral
--------------------------------------------
Virginia Beach Patios, Inc. asked the U.S. Bankruptcy Court for the
Eastern District of Virginia, Norfolk Division, for authority to
use cash collateral.
The Debtor needs to use this collateral to maintain its business
operations, pay necessary expenses, and provide adequate protection
to the secured creditors.
The U.S. Small Business Administration and Fora Financial assert an
interest in the cash collateral.
The Debtor has not yet reached an agreement with either secured
creditor regarding the use of cash collateral but has made efforts
to communicate with them.
As adequate protection, the Debtor proposed monthly payments of
$156 to the SBA and $1,000 to Fora Financial.
The secured creditors will also be granted a replacement lien on
the Debtor's assets, including receivables and cash flow.
A copy of the motion is available at https://urlcurt.com/u?l=DpqkDD
from PacerMonitor.com.
About Virginia Beach Patios Inc.
Virginia Beach Patios, Inc. is a family-owned contractor
specializing in designing and building custom outdoor living
spaces, including custom pools, outdoor kitchens, fire features, or
artistic structures. The Company is committed to delivering
high-quality craftsmanship and creating functional, beautiful
environments that enhance the homeowner's outdoor experience. With
personalized service and innovative designs, the Company transforms
ordinary yards into extraordinary outdoor retreats.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. E.D. Va. Case No. 25-70478) on March 7,
2025. In the petition signed by Angela Marie Rose, president, the
Debtor disclosed $186,926 in assets and $1,233,715 in liabilities.
Carolyn Bedi, Esq., at Bedi Legal, P.C., represents the Debtor as
bankruptcy counsel.
WELCH & WELCH: Seeks Chapter 11 Bankruptcy in Tennessee
-------------------------------------------------------
On March 13, 2025, Welch & Welch Planting Co. LLC filed Chapter 11
protection in the U.S. Bankruptcy Court for the Western District
of Tennessee. According to court filing, the
Debtor reports $1,055,264 in debt owed to 1 and 49 creditors.
The petition states funds will be available to unsecured
creditors.
About Welch & Welch Planting Co. LLC
Welch & Welch Planting Co. LLC is an agricultural company
specializing in crop production, utilizing advanced machinery for
planting, soil preparation, irrigation, and harvesting.
Welch & Welch Planting Co. LLC sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. W.D. Tenn. Case No. 25-10356 on
March 13, 2025. In its petition, the Debtor reports total assets of
$1,323,500 and total liabilities of $1,055,264.
The Debtor is represented by:
Thomas H Strawn, Esq.
STRAWN LAW FIRM
400 W Masonic Street
Dyersburg, TN 38024
Tel: 731-285-3375
Fax: 731-285-3392
E-mail: tstrawn42@bellsouth.net
WELCOME GROUP: Claims to be Paid From Disposable Income
-------------------------------------------------------
Welcome Group 2, LLC, and affiliates filed with the U.S. Bankruptcy
Court for the Southern District of Ohio a Disclosure Statement with
respect to Joint Plan of Reorganization dated February 28, 2025.
Abhijit "Andy" Vasani, is the sole shareholder of InnVite Opco,
Inc. Mr. Vasani is the President of InnVite and serves as Chairman
of its Board. InnVite is the managing member and sole member of
each of the other Debtors: Welcome Group 2, LLC, Dayton Hotels LLC,
and Hilliard Hotels, LLC.
Dayton owns the Hotel at Dayton South at 8099 Old Yankee Road,
Dayton, Ohio 45458. Welcome 2 owns the Super 8 Hotel located at
2440 National Road, Zanesville, Ohio 43701. The Super 8 is
operating under the "Super 8" brand pursuant to a franchise
agreement with Super 8 Worldwide, Inc. Hilliard owns the Hampton
Inn & Suites located at 1600 Hampton Court, Sidney, Ohio 45365 (the
"Hampton Inn") (collectively the "Debtor Hotels"). The Hampton Inn
is operating under the "Hampton Inn" brand pursuant to a franchise
agreement with Hilton Franchise Holding, LLC.
The Debtors determined that the breathing space provided by chapter
11 would allow them to continue to improve the operations of the
Debtor Hotels while working on a comprehensive plan of
restructuring to maximize the recoveries for the Debtors'
creditors.
Distributions under the Plan will be made from the disposable
income of the Debtors. Except as otherwise provided in the Plan, on
the Effective Date, all of Debtors' assets shall vest in the
Reorganized Debtors, free and clear of all claims, liens, charges
or other encumbrances and Interests of any type whatsoever except
as otherwise stated in the Plan.
On and after the Effective Date, Reorganized Debtors may use,
acquire and dispose of property without supervision or approval of
the Bankruptcy Court and free of any restrictions of the Bankruptcy
Code or the Bankruptcy Rules, other than those restrictions
expressly imposed by the Plan and Confirmation Order.
Payment of Claims will be made pursuant to the Projections. All net
income set forth in the Projections shall be paid to Unsecured
Creditors. Based on the Projections and the Estimated Total Claims,
which are subject to adjustment, Debtors' estimate that the minimum
dividend paid to Unsecured Creditors will be 3.0% of their Allowed
Claim.
If the Debtors' net income exceeds, for any given 12-month period
starting on the Effective Date, 20% of the projected net income as
set forth in the Projections (the "Excess Income"), then the
Unsecured Creditors, which includes all Classes of Unsecured
Creditors, shall receive an additional dividend of 50% of the
Excess Income.
Class UN-RSS consists of the Allowed unsecured portion of the RSS
Claims. Class UN-RSS shall be Allowed in the amount determined by
the Court and shall be paid by the Reorganized Debtors on a pro
rata basis as set forth in the Projections, with disbursements to
be made no less than quarterly, after all Allowed Priority Claims
are paid pursuant to the terms of the Plan, and after resolution of
all Disputed Claims.
Class UN-ITR consists of the unsecured portion of the Itria Claims.
Class UN-ITR shall be Allowed in the amount determined by the Court
and shall be paid by the Reorganized Debtors on a pro rata basis as
set forth in the Projections, with disbursements to be made no less
than quarterly, after all Allowed Priority Claims are paid pursuant
to the terms of the Plan, and after resolution of all Disputed
Claims.
Class UN-SBA consists of the unsecured portion of the SBA Claims.
Class UN-SBA shall be Allowed in the amount determined by the Court
and shall be paid by the Reorganized Debtors on a pro rata basis as
set forth in the Projections, with disbursements to be made no less
than quarterly, after all Allowed Priority Claims are paid pursuant
to the terms of the Plan, and after resolution of all Disputed
Claims.
Class UN-USF consists of the Allowed unsecured portion of the U.S.
Foods Claim. Class UN-USF shall be Allowed in the amount determined
by the Court and shall be paid by the Reorganized Debtors on a pro
rata basis as set forth in the Projections, with disbursements to
be made no less than quarterly, after all Allowed Priority Claims
are paid pursuant to the terms of the Plan, and after resolution of
all Disputed Claims.
Class UN-G consists of all other Allowed Unsecured Claims against
the Debtors, as finally determined by this Court. This amount also
includes any non priority unsecured portion of the Priority Tax
Claims, as Allowed. Class UN-G shall be Allowed in the amount
finally determined by the Court and shall be paid by the
Reorganized Debtors on a pro rata basis pursuant to this Plan and
the Projections, after all Allowed Priority Claims are paid
pursuant to the terms of the Plan, and after resolution of all
Disputed Claims.
The Class UN-G unsecured pool is approximately $275,000.00 based
upon Proofs of Claim filed and the debts listed as non contingent,
liquidated and undisputed on Schedule F of the respective
Petitions. However, the Debtors expect this amount will vary based
on the result of claim objections. The Claims Bar Date was December
1, 2023. Any Claim falling within Class UN-G is impaired under the
Plan and, accordingly, is entitled to vote to accept or reject the
Plan.
The Reorganized Debtors shall fund the Plan through their
disposable income as described in the Projections appended hereto.
Unsecured creditors will receive payments from the Reorganized
Debtors' disposable income as set forth in the Projections,
beginning on or about the first day of the next calendar month
following the Effective Date after payment of all Priority Claims,
for a total sixty months.
A full-text copy of the Disclosure Statement dated February 28,
2025 is available at https://urlcurt.com/u?l=LiFayY from
PacerMonitor.com at no charge.
Counsel for the Debtors:
Darlene E. Fierle, Esq.
Ira H. Thomsen, Esq.
Denis E. Blasius, Esq.
THOMSEN LAW GROUP, LLC
140 North Main Street, Suite A
Springboro, OH 45066
Telephone: (937) 748-5001
Facsimile: (937) 748-5003
Email: ithomsen@ihtlaw.com
dfierle@ihtlaw.com
dblasius@ihtlaw.com
About Welcome Group 2
Welcome Group 2, LLC, Hilliard Hotels, LLC and Dayton Hotels, LLC
own hotels and are headquartered at 5955 E. Dublin Granville Road,
New Albany, Ohio. Debtor Hilliard Hotels owns the Hampton
Inn-Sidney, a Hilton property.
The Debtors sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ohio Lead Case No. 23-53043) on Sept.
1, 2023. In the petition signed by Abhijit Vasani, as president,
InnVite Opco, Inc., sole member, the Debtor disclosed up to $10
million in both assets and liabilities.
Judge Mina Nami Khorrami oversees the case.
Denis E. Blasius, Esq., at Thomsen Law Group, LLC, is the Debtor's
legal counsel.
WESTERN REGIONAL: To Sell Los Angeles Property to Brandon Noronha
-----------------------------------------------------------------
Western Regional Properties LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California, San
Fernando Valley Division, to sell its property, free and clear of
liens, interests, and encumbrances.
The Debtor's Property is located at 119 South Westlake Avenue, Los
Angeles, California 90057. The Property is a tenancy-in-common unit
in a four-unit building, and this is the third unit to be sold.
The net proceeds of the sale (after broker, title and escrow fees)
in the estimated amount of $502,000, plus the proceeds of a loan
transaction in the amount of $345,000.
The Debtor wants to sell the Property to Brandon Noronha and Rica
Chan and/or Assignee, on the following terms:
1. The price will be $540,000.00, no financing contingencies;
2. The sale is free and clear of all liens, claims and
encumbrances, to the extent that any secured claims against the
property are not paid at the close of escrow, the liens shall
continue to attach to the remaining 25% interest in the fee and to
Unit 119 1/2.
The proceeds of the sale will be used to pay GITSIT Solutions,
Alt-Cap, the brokers' commission of 5% to TRG Realty Company and
Liz McDonald with 2 1/2%, and Nancy Gerber and Teresa Fuller Real
Estate
Team with 2 1/2%.
The Debtor asserts that the sale is in the best interests of the
estate, that the property has been sufficiently exposed to the
market such that the sale price is reflective of the best and
highest price to be obtained in the market.
About Western Regional Properties LLC
Western Regional Properties, LLC, owns, as tenant-in-common,
properties in Los Angeles, Calif., valued at $1.3 million.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-10860) on May 28,
2024. In the petition signed by Temidayo Akinyemi, managing member,
the Debtor disclosed $1,374,512 in total assets and $934,036 in
total liabilities.
Judge Martin R. Barash oversees the case.
Richard T. Baum, Esq., represents the Debtor as legal counsel.
WESTFALL ENTERTAINMENT: Hires Bresset & Santora LLC as Counsel
--------------------------------------------------------------
Westfall Entertainment Complex, Inc. seeks approval from the U.S.
Bankruptcy Court for the Middle District of Pennsylvania to employ
Bresset & Santora, LLC as counsel.
The firm's services include:
a. advising the Debtor with respect to its powers and duties
as a debtor in possession in the continued management and operation
of the Debtor's business and property;
b. advising and consulting on the conduct of this Chapter 11
Case;
c. attending meetings and negotiating with representatives of
creditors and other parties in interest;
d. taking all necessary actions to protect and preserve the
Debtor's estate;
e. preparing pleadings, including motions, applications,
answers, orders, reports, and papers necessary or otherwise
beneficial to the administration of the estate;
f. obtaining authority to continue using cash collateral and
obtaining post-petition financing;
g. appearing before the court and any appellate courts;
h. advising the Debtor in relation to its affiliates and
management company;
i. taking any necessary action to negotiate, prepare and
obtain approval of a disclosure statement and confirmation of a
chapter 11 plan and all related documents; and
j. performing all other necessary legal services.
The firm will charge $250 per hour for its services.
The firm received a retainer in the amount of $2,500.
Stephen G. Bresset, Esq., a partner in Bresset & Santora, disclosed
in a court filing that the firm is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Stephen G. Bresset, Esq.
Bresset & Santora, LLC
812 Court Street
Honesdale, PA 18431
Telephone: (570) 253-5953
Facsimile: (570) 253-2926
Email: sbresset@bressetsantora.com
About Westfall Entertainment Complex, Inc.
Westfall Entertainment Complex Inc. is an entertainment facility
operator based in Shohola, Pike County, Pa.
Westfall Entertainment Complex sought relief under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. M.D. Pa. Case No. 25-00078) on
January 14, 2025. In its petition, the Debtor reported between $1
million and $10 million in both assets and liabilities.
Judge Mark J. Conway handles the case.
The Debtor is represented by Ronald Santora, Esq., at Bresset &
Santora, LLC, in Forty Fort, Pa.
WINDRIDGE A2A: Case Summary & Four Unsecured Creditors
------------------------------------------------------
Debtor: Windridge A2A Developments, LLC
744 - 4 Avenue SW
Suite 400
Calgary, AB T2P3T4
Business Description: Windridge A2A is a single asset real estate
debtor, as defined in 11 U.S.C. Section
101(51B).
Chapter 11 Petition Date: March 17, 2025
Court: United States Bankruptcy Court
Northern District of Texas
Case No.: 25-40920
Debtor's Counsel: Michael P. Cooley, Esq.
REED SMITH
2850 N. Hardwood Street
Dallas, TX 75201
Tel: (469) 680-4213
E-mail: mpcooley@reedsmith.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
Orest Konowalchuk, senior vice president at Alvarez & Marsal
Canada, Inc., signed the petition. Alvarez & Marsal is the
court-appointed monitor for several debtor companies, including
Windridge A2A Developments, LLC, in proceedings under the
Companies' Creditors Arrangement Act (CCAA), RSC 1985, c C-36, as
amended.
A copy of the Debtor's list of four unsecured creditors is
available for free on PacerMonitor at:
https://www.pacermonitor.com/view/J72F7JY/Windridge_A2A_Developments_LLC__txnbke-25-40920__0005.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free on
PacerMonitor at:
https://www.pacermonitor.com/view/5VWNFGI/Windridge_A2A_Developments_LLC__txnbke-25-40920__0001.0.pdf?mcid=tGE4TAMA
WOLVERINE MUTUAL: A.M. Best Places B(Marginal) Rating Under Review
------------------------------------------------------------------
AM Best has placed under review with positive implications the
Financial Strength Rating of C++ (Marginal) and the Long-Term
Issuer Credit Rating (Long-Term ICR) of "b" (Marginal) of Wolverine
Mutual Insurance Company (Wolverine) (Dowagiac, MI).
The Credit Ratings (ratings) reflect Wolverine's balance sheet
strength, which AM Best assesses as weak, as well as its marginal
operating performance, limited business profile and marginal
enterprise risk management.
These rating actions follow the announcement that Wolverine and
Clover Financial Corporation (Clover) have signed and filed a
sponsored demutualization transaction with the Michigan Department
of Insurance and Financial Services. In this transaction, Wolverine
will convert into a stock company and Clover will purchase the
entire stock of the newly formed company, at which point Wolverine
will become a wholly owned subsidiary of Clover.
The under review with positive implications status reflects the
opportunity for improved balance sheet metrics and operating
performance for Wolverine, if it becomes a subsidiary of Clover.
Clover's parent company, Oakland Financial Corporation, currently
owns Cherokee Insurance Company (Cherokee), which maintains a
Long-Term ICR of "a" (Excellent) with a stable outlook. Cherokee
and Wolverine entered a 25% quota share agreement on all personal
lines of business, effective Jan.1, 2025. Cherokee is a leading
auto lines writer in Michigan with sufficient financial flexibility
and strong underwriting guidelines.
AM Best expects that subsequent to regulatory approvals and
customary closing conditions, the transaction is anticipated to
close in the second quarter of 2025. The ratings will remain under
review with positive implications pending the completion of the
transaction and until AM Best can appropriately evaluate Clover's
plan for Wolverine.
YORK BEACH: Hires Marcus Clegg Bals as Bankruptcy Counsel
---------------------------------------------------------
York Beach Surf Club, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Maine to employ Marcus, Clegg, Bals &
Rosenthal, P.A. as its general bankruptcy counsel.
The firm will provide these services:
a. analysis of the Debtor's financial situation and advice
and assistance to the Debtor in determining whether to file a
petition under Chapter 11 of the Code;
b. preparation and filing of the Debtor's Petition, Schedules,
Statement of Financial Affairs, amendments to the foregoing, and
all other documents and pleadings required by this Court, the Code,
the Federal Rules of Bankruptcy Procedure and/or the Local Rules of
this Court;
c. representation of the Debtor at the first meeting of
creditors and responses to individual creditor inquiries;
d. representation of the Debtor in connection with
debtor-in-possession financing, refinancing of existing secured
debt, and the disposition of any of its assets;
e. development of the Debtor's plan of reorganization,
analysis of the feasibility of any such plan, drafting, filing and
negotiation of the plan and confirmation of the plan;
f. review and evaluation of the Debtor's executory contracts,
and representation of the Debtor with respect to any motions to
assume or reject such contracts;
g. representation of the Debtor in connection with any
adversary proceedings or automatic stay litigation which may be
commenced in these proceedings;
h. analysis of the Debtor's cash flow and business operations,
advice to the Debtor regarding its responsibilities as a debtor in
possession and its post-petition financial operations, negotiation
of any borrowing and/or cash collateral stipulations which may be
required, furnishing of financial information to the United States
Trustee's Office and to any committee appointed pursuant to Section
1102 of the Code;
i. review and analysis of various claims of the Debtor's
creditors, secured, unsecured, and priority, and the treatment of
such claims;
j. representation of the Debtor regarding post-confirmation
operations and consummation of any plan of reorganization;
k. representation of and advice to the Debtor with respect to
general business law issues; and
l. general representation of the Debtor during these
bankruptcy proceedings.
The firm will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
The firm will be paid a retainer of $21,159.
David C. Johnson, Esq., a partner at Marcus, Clegg, Bals &
Rosenthal, P.A., disclosed in a court filing that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
David C. Johnson, Esq.
Marcus, Clegg, Bals & Rosenthal, P.A.
16 Middle Street, 5th Floor
Portland, ME 04101
Tel: (207) 828-8000
Email: bankruptcy@marcusclegg.com
About York Beach Surf Club, LLC
York Beach Surf Club LLC, doing business as The York Beach Surf
Club and York Harbor Motel, operates in the traveler accommodation
sector.
York Beach Surf Club LLC sought relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Me. Case No. 25-20021) on February 6,
2025. In its petition, the Debtor reports estimated assets and
liabilities between $10 million and $50 million each.
Honorable Bankruptcy Judge Peter G. Cary handles the case.
The Debtor is represented by:
David C. Johnson, Esq.
MARCUS CLEGG
16 Middle Street Unit 501A
Portland, ME 04101
Tel: (207) 828-8000
E-mail: bankruptcy@marcusclegg.com
ZW DATA: Subsidiary Acquires Rahula Digital Media for US$600K
-------------------------------------------------------------
ZW Data Action Technologies Inc. disclosed in a Form 8-K Report
filed with the U.S. Securities and Exchange Commission that
ChinaNet Investment Holding Limited, a British Virgin Islands
company and an indirect wholly-owned subsidiary of the Company,
entered into a Share Sale and Purchase Agreement dated as of March
3, 2025 with Vickie Chan, an individual, pursuant to which Ms. Chan
agrees to sell, and ChinaNet agrees to buy, the 10,000 shares of
Rahula Digital Media (HK) Limited, a Hong Kong company that Ms.
Chan owns, transferring full legal and beneficial ownership.
Rahula owns 100% equity interest in Shenzhen Shangye Business
Consulting Services Co., Ltd., a People's Republic of China
company. The purchase price is US$600,000. The completion of the
transactions is to occur before March 18, 2025. The Agreement can
be terminated if the transactions are not completed by the Long
Stop Date. The Agreement contains customary representations,
warranties and closing conditions.
About ZW Data Action Technologies
Beijing, China-based ZW Data Action Technologies Inc., established
in 2003, is an ecological enterprise that provides digital services
to sales and marketing channels through blockchain, big data, and
precision marketing. ZW Data Action is committed to empowering SMEs
to achieve more efficient and accurate operations and management,
resulting in additional value for clients.
Hong Kong, China-based ARK Pro CPA & Co, the Company's auditor
since 2023, issued a "going concern" qualification in its report
dated June 28, 2024, citing that the Company has an accumulated
deficit from recurring net losses and significant net operating
cash outflow for the year ended December 31, 2023. All these
factors raise substantial doubt about its ability to continue as a
going concern.
As of June 30, 2024, ZW Data Action Technologies had $10.8 million
in total assets, $5.6 million in total liabilities, and $5.3
million in total stockholders' equity.
[] BOOK REVIEW: Dangerous Dreamers
----------------------------------
Dangerous Dreamers: The Financial Innovators from Charles Merrill
to Michael Milken
Author: Robert Sobel
Publisher: Beard Books
Softcover: 271 pages
List Price: $34.95
Order your own personal copy at
http://www.beardbooks.com/beardbooks/dangerous_dreamers.html
"For the rest of his life, Milken will be accused of crimes for
which he was not charged and to which he did not plead guilty."
Milken is -- as anyone familiar with junk bonds and the scandals
surrounding them in the 1980s knows -- Michael Milken of the Drexel
Burnham banking and investment firm. In this book, noted business
writer Robert Sobel analyzes the Milken criminal case and the many
other phenomena of the period that lay the basis for the modern-day
financial industry. However, the author's perspective is broader
than the sensationalistic excesses and purported crimes of Milken
and his like. Sobel is interested in the individuals and businesses
that introduced and developed financial concepts, vehicles, and
transactions that increased the wealth of millions of average
persons.
Sobel's examination of the byplay between financial chicanery and
economic revitalization extends back to the Gilded Age of the
latter 1800s and early 1900s. This was a time when Jim Fisk, Jay
Gould, and others were making fortunes through skulduggery and
manipulation of the financial markets, while Cornelius Vanderbilt
and others were building the "world's finest railroad system."
Later, in the "Junk Decade of the 1980s," as Ivan Boesky and others
were reaping fortunes from "dubious" transactions, financial firms
such as Forstmann Little and Kohlberg Kravis Roberts "played major
positive roles in the largest restructuring of American industry
since the turn of the century."
While Sobel does not try to defend the excesses and illegalities of
individuals and companies, he basically sees the Milkens of the
world as "vehicles through which the phenomena of junk finance and
leveraged buyouts played themselves out." This was the
"Conglomerate Era." Mergers and acquisitions were at the center of
financial and economic activity, and CEOs at major corporations
were in competition to grow their corporations. Milken, Boesky, and
others provided the means for this end. However, it is important to
note that they did not originate the mergers and acquisition
phenomenon.
At first, Milken et al. were much appreciated by major corporations
and the financial industry. However, when mergers and acquisition
excesses began to bear sour fruit, Milken and his company Drexel
Burnham took the brunt of public indignation. The government's
search for villains then began.
Sobel examines the ripple effects of financial innovators who
became financial pariahs. Milken's journey, for example, cannot be
unraveled from that of a company such as Beatrice. Starting in
1960, the food company Beatrice started making large-scale
acquisitions. CEO Williams Karnes, who "ran a tight, lean ship,
with a small office staff," was succeeded by corporate heads who
brought in corporate jets and limousines, greatly increased staff,
and moved into regal office space. James Dutt of Beatrice is
singled out as symptomatic of the heedless mindset that crept into
corporate America in the 1980s.
Sobol's tale of the complexities and ambivalence of this
transitional period is bolstered by memorable portraits of key
players and companies. In so doing, he demonstrates once more why
he has long been recognized as one of the country's most important
business writers.
About the Author
Robert Sobel was born in 1931 and died in 1999. He was a prolific
historian of American business life, writing or editing more than
50 books and hundreds of articles and corporate profiles. He was a
professor of business at Hofstra University for 43 years and held a
Ph.D. from New York University. Besides producing books, articles,
book reviews, scripts for television and audiotapes, he was a
weekly columnist for Newsday from 1972 to 1988. At the time of his
death he was a contributing editor to Barron's Magazine.
[] HSBC Bank to Auction IP Assets on March 26
---------------------------------------------
HSBC Bank PLC in its capacity as the secured party ("secured
party") (i) under that certain senior secured revolving credit
agreement dated as of Dec. 2, 2022, and (ii) under that certain
senior secured term loan agreement dated as of April 14, 2022, will
conduct a public disposition of all collateral comprised of
intellectual property in electrode design and process development,
free and clear of the secured party's interests, liens,
encumbrances and claims that are junior to the secured party's
interests, on March 26, 2025, at 9:00 a.m. (Eastern Time), at
Chipman Brown Ciccero & Cole LLP, located at Hercules Plaza, 1313
North Market Street, Suite 5400, Wilmington, Delaware 19801.
At the public auction the secured party will offer the collateral
for sale as a single unit to the highest qualified bidder in order
to maximize the sale proceeds. To qualify as a bidder at the
public auction, a proposed purchaser must, not later than 72 hours
before the date and time scheduled for the public auction, deposit
immediately available funds in the amount equal to 10% of the
proposed bid into the account that the secured party established
for the purposes of holding funds of the potential bidder.
[] Joseph Shifer Joins Pryor Cashman's Bankruptcy Practice
----------------------------------------------------------
Pryor Cashman announced that Joseph A. Shifer has joined the firm
as a partner in the Bankruptcy, Reorganization + Creditors' Rights
Group. Joe comes to Pryor Cashman from Kramer Levin Naftalis &
Frankel LLP, where he advised clients on some of the largest
restructurings over the last two decades. He is based in New York.
"This is an exciting addition for our group," said Seth H.
Lieberman, chair of Pryor Cashman's Bankruptcy, Reorganization +
Creditors' Rights Group and co-chair of the Corporate Trust
Practice. "I've known Joe for almost 15 years. He brings a record
of experience in high-stakes restructurings and a level of
strategic insight that will enormously benefit our clients and our
firm."
Mr. Shifer focuses his practice on bankruptcy, restructuring, and
creditors' rights matters, representing various stakeholders in
Chapter 11 cases and out-of-court workouts with monetary stakes
often reaching into the billions of dollars. He has advised
individual creditors, creditors' committees, ad hoc creditor
groups, distressed investors, and financial institutions in
restructurings across diverse industries such as energy, financial
services, shipping, retail, and healthcare. He has represented
clients in the closely watched bankruptcies and restructurings of
Purdue Pharma, Endo International plc, FirstEnergy Solutions, LATAM
Airlines, Constellation Enterprises, Seadrill Ltd., Residential
Capital (GMAC Mortgage), and General Maritime Corp., among many
others.
"Joe is a highly respected practitioner whose background will make
him a valuable addition to the firm and an incredible resource for
our clients," said David C. Rose, managing partner of Pryor
Cashman. "His experience in the most complex restructurings and
demonstrated ability to navigate high-stakes bankruptcy matters
will be an enormous asset to our Bankruptcy, Reorganization +
Creditors Rights Group."
"I am eager to join Pryor Cashman and collaborate with such an
outstanding team," said Joe. "My experience complements the firm's
history of work for creditors and other parties in challenging and
high-profile bankruptcies and workouts, and I look forward to
contributing to its ongoing success."
Mr. Shifer received a B.A. from Brooklyn College and his J.D. from
the Georgetown University Law Center. From 2014-22, he was
recognized as a New York Super Lawyers Rising Star.
About Pryor Cashman
Pryor Cashman is a premier, midsized law firm headquartered at 7
Times Square in New York with offices in Los Angeles and Miami.
With broad and sophisticated transactional and litigation
practices, Pryor Cashman provides a full range of services to meet
the complex legal needs of institutions, mid-market businesses,
bold emerging entities, entrepreneurs, and individuals.
*********
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
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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
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Monthly Operating Reports are summarized in every Saturday edition
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The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
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Copyright 2025. All rights reserved. ISSN: 1520-9474.
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*** End of Transmission ***